Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2021 | Oct. 25, 2021 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q3 | |
Entity Central Index Key | 0000730272 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Sep. 30, 2021 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity File Number | 000-14656 | |
Entity Registrant Name | REPLIGEN CORP | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | RGEN | |
Title of 12(b) Security | Common Stock | |
Security Exchange Name | NASDAQ | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-2729386 | |
Entity Address, Address Line One | 41 Seyon Street, Bldg. 1, Suite 100 | |
Entity Address, City or Town | Waltham | |
Entity Address, State or Province | MA | |
Entity Address, Postal Zip Code | 02453 | |
City Area Code | 781 | |
Entity Shell Company | false | |
Smaller reporting company | false | |
Emerging growth company | false | |
Local Phone Number | 250-0111 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Common Stock, Shares Outstanding | 55,288,528 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 621,098 | $ 717,292 |
Accounts receivable, net of reserves of $1,214 and $762 at September 30, 2021 and December 31, 2020, respectively | 122,048 | 71,389 |
Inventories, net | 156,163 | 95,025 |
Prepaid expenses and other current assets | 11,545 | 18,676 |
Total current assets | 910,854 | 902,382 |
Property, plant and equipment, net | 99,652 | 66,870 |
Intangible assets, net | 340,163 | 287,100 |
Goodwill | 833,559 | 618,305 |
Deferred tax assets | 1,542 | 2,481 |
Operating lease right of use assets | 55,007 | 25,176 |
Other noncurrent assets | 620 | 573 |
Total noncurrent assets | 1,330,543 | 1,000,505 |
Total assets | 2,241,397 | 1,902,887 |
Current liabilities: | ||
Accounts payable | 28,194 | 16,880 |
Operating lease liability | 5,528 | 5,254 |
Accrued liabilities | 63,394 | 53,085 |
Convertible senior notes, current portion, net | 252,323 | 243,737 |
Total current liabilities | 349,439 | 318,956 |
Deferred tax liabilities | 39,125 | 27,032 |
Noncurrent operating lease liability | 55,909 | 26,425 |
Noncurrent contingent consideration | 79,962 | 0 |
Other noncurrent liabilities | 1,697 | 1,324 |
Total noncurrent liabilities | 176,693 | 54,781 |
Total liabilities | 526,132 | 373,737 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.01 par value; 80,000,000 shares authorized; 55,283,988 shares at September 30, 2021 and 54,760,837 shares at December 31, 2020 issued and outstanding | 553 | 548 |
Additional paid-in capital | 1,559,681 | 1,460,748 |
Accumulated other comprehensive (loss) income | (9,919) | 2,085 |
Retained earnings | 164,950 | 65,769 |
Total stockholders' equity | 1,715,265 | 1,529,150 |
Total liabilities and stockholders' equity | $ 2,241,397 | $ 1,902,887 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Accounts receivable, reserve for doubtful accounts | $ 1,214 | $ 762 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 55,283,988 | 54,760,837 |
Common stock, shares outstanding | 55,283,988 | 54,760,837 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Revenue: | ||||
Revenue | $ 178,216 | $ 94,060 | $ 484,013 | $ 257,612 |
Costs and operating expenses: | ||||
Cost of product revenue | 75,495 | 39,626 | 197,232 | 108,471 |
Research and development | 9,154 | 4,422 | 25,155 | 13,460 |
Selling, general and administrative | 48,373 | 29,051 | 131,809 | 83,277 |
Total costs and operating expenses | 133,022 | 73,099 | 354,196 | 205,208 |
Income from operations | 45,194 | 20,961 | 129,817 | 52,404 |
Other income (expenses): | ||||
Investment income | 44 | 82 | 137 | 1,699 |
Interest expense | (3,220) | (3,052) | (9,470) | (9,032) |
Other expenses | (786) | (248) | (1,789) | (632) |
Other expenses, net | (3,962) | (3,218) | (11,122) | (7,965) |
Income before income taxes | 41,232 | 17,743 | 118,695 | 44,439 |
Income tax provision | 7,734 | 3,191 | 19,514 | 4,211 |
Net income | $ 33,498 | $ 14,552 | $ 99,181 | $ 40,228 |
Earnings per share: | ||||
Basic | $ 0.61 | $ 0.28 | $ 1.81 | $ 0.77 |
Diluted | $ 0.58 | $ 0.27 | $ 1.74 | $ 0.75 |
Weighted average common shares outstanding: | ||||
Basic | 55,015 | 52,545 | 54,918 | 52,341 |
Diluted | 57,368 | 53,469 | 57,072 | 53,300 |
Net income | $ 33,498 | $ 14,552 | $ 99,181 | $ 40,228 |
Other comprehensive income (loss): | ||||
Foreign currency translation adjustment | (5,550) | 4,390 | (12,004) | 5,304 |
Comprehensive income | 27,948 | 18,942 | 87,177 | 45,532 |
Products | ||||
Revenue: | ||||
Revenue | 178,177 | 94,029 | 483,834 | 257,521 |
Royalty and other revenue | ||||
Revenue: | ||||
Revenue | $ 39 | $ 31 | $ 179 | $ 91 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | True Up Costs December 2020 | Avitide, Inc. | Common Stock | Common StockAvitide, Inc. | Additional Paid-In Capital | Additional Paid-In CapitalTrue Up Costs December 2020 | Additional Paid-In CapitalAvitide, Inc. | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
Beginning Balance at Dec. 31, 2019 | $ 1,059,768 | $ 521 | $ 1,068,431 | $ (15,027) | $ 5,843 | |||||
Beginning Balance (in shares) at Dec. 31, 2019 | 52,078,258 | |||||||||
Net income | 40,228 | 40,228 | ||||||||
Exercise of stock options and vesting of stock units | 7,078 | $ 5 | 7,073 | |||||||
Exercise of stock options and vesting of stock units (in shares) | 528,442 | |||||||||
Stock-based compensation expense | 12,492 | 12,492 | ||||||||
Translation adjustment at Dec. 31, 2019 | 5,304 | 5,304 | ||||||||
Ending Balance at Sep. 30, 2020 | 1,124,870 | $ 526 | 1,087,996 | (9,723) | 46,071 | |||||
Ending Balance (in shares) at Sep. 30, 2020 | 52,606,700 | |||||||||
Beginning Balance at Jun. 30, 2020 | 1,100,027 | $ 525 | 1,082,096 | (14,113) | 31,519 | |||||
Beginning Balance (in shares) at Jun. 30, 2020 | 52,494,884 | |||||||||
Net income | 14,552 | 14,552 | ||||||||
Exercise of stock options and vesting of stock units | 1,676 | $ 1 | 1,675 | |||||||
Exercise of stock options and vesting of stock units (in shares) | 111,816 | |||||||||
Stock-based compensation expense | 4,225 | 4,225 | ||||||||
Translation adjustment at Jun. 30, 2020 | 4,390 | 4,390 | ||||||||
Ending Balance at Sep. 30, 2020 | 1,124,870 | $ 526 | 1,087,996 | (9,723) | 46,071 | |||||
Ending Balance (in shares) at Sep. 30, 2020 | 52,606,700 | |||||||||
Beginning Balance at Dec. 31, 2020 | 1,529,150 | $ 548 | 1,460,748 | 2,085 | 65,769 | |||||
Beginning Balance (in shares) at Dec. 31, 2020 | 54,760,837 | |||||||||
Net income | 99,181 | 99,181 | ||||||||
Issuance of common stock for debt conversion | 2 | $ 0 | 2 | |||||||
Issuance of common stock for debt conversion (in shares) | 7 | |||||||||
Exercise of stock options and vesting of stock units | 1,991 | $ 2 | 1,989 | |||||||
Exercise of stock options and vesting of stock units (in shares) | 257,387 | |||||||||
Issuance of common stock | $ 145 | $ 77,576 | $ 3 | $ 145 | $ 77,573 | |||||
Issuance of commons stock (in shares) | 271,096 | |||||||||
Tax withholding on vesting of restricted stock units | (1,252) | $ 0 | (1,252) | |||||||
Tax withholding on vesting of restricted stock units (in shares) | (5,339) | |||||||||
Stock-based compensation expense | 20,476 | 20,476 | ||||||||
Translation adjustment at Dec. 31, 2020 | (12,004) | (12,004) | ||||||||
Ending Balance at Sep. 30, 2021 | 1,715,265 | $ 553 | 1,559,681 | (9,919) | 164,950 | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 55,283,988 | |||||||||
Beginning Balance at Jun. 30, 2021 | 1,603,069 | $ 550 | 1,475,436 | (4,369) | 131,452 | |||||
Beginning Balance (in shares) at Jun. 30, 2021 | 54,969,481 | |||||||||
Net income | 33,498 | 33,498 | ||||||||
Issuance of common stock for debt conversion | 1 | $ 0 | 1 | |||||||
Issuance of common stock for debt conversion (in shares) | 4 | |||||||||
Exercise of stock options and vesting of stock units | 1,131 | $ 0 | 1,131 | |||||||
Exercise of stock options and vesting of stock units (in shares) | 48,746 | |||||||||
Issuance of common stock | $ 77,576 | $ 3 | $ 77,573 | |||||||
Issuance of commons stock (in shares) | 271,096 | |||||||||
Tax withholding on vesting of restricted stock units | (1,252) | $ 0 | (1,252) | |||||||
Tax withholding on vesting of restricted stock units (in shares) | (5,339) | |||||||||
Stock-based compensation expense | 6,792 | 6,792 | ||||||||
Translation adjustment at Jun. 30, 2021 | (5,550) | (5,550) | ||||||||
Ending Balance at Sep. 30, 2021 | $ 1,715,265 | $ 553 | $ 1,559,681 | $ (9,919) | $ 164,950 | |||||
Ending Balance (in shares) at Sep. 30, 2021 | 55,283,988 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2020 | |
Cash flows from operating activities: | ||
Net income | $ 99,181 | $ 40,228 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Inventory step-up amortization | 1,868 | |
Depreciation and amortization | 27,430 | 19,581 |
Amortization of debt discount and issuance costs | 8,592 | 8,175 |
Stock-based compensation expense | 20,476 | 12,492 |
Deferred income taxes, net | 6,071 | 72 |
Other | 677 | 228 |
Changes in operating assets and liabilities, excluding impact of acquisitions: | ||
Accounts receivable | (51,927) | (11,358) |
Unbilled receivables | 23 | (456) |
Inventories | (61,598) | (22,767) |
Prepaid expenses and other assets | 471 | (2,908) |
Other assets | 751 | (260) |
Accounts payable | 8,968 | 3,317 |
Accrued expenses | 10,051 | (2,712) |
Long-term liabilities | (1,592) | 3,210 |
Total cash provided by operating activities | 69,396 | 47,754 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | (120,979) | (28,445) |
Additions to capitalized software costs | (2,945) | (3,585) |
Purchases of property, plant and equipment | (34,969) | (11,067) |
Total cash used in investing activities | (158,893) | (43,097) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 1,991 | 7,088 |
Payment of tax withholding obligation on vesting of restricted stock | (1,252) | (10) |
Repayment of convertible senior notes | (9) | |
Total cash provided by financing activities | 730 | 7,078 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (7,427) | 4,160 |
Net (decrease) increase in cash, cash equivalents and restricted cash | (96,194) | 15,895 |
Cash, cash equivalents and restricted cash, beginning of period | 717,292 | 537,407 |
Cash and cash equivalents, end of period | 621,098 | 553,302 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Assets acquired under operating leases | 32,518 | 1,456 |
Avitide, Inc. | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Fair value of common stock issued for acquisition | 77,576 | |
Fair value of earnouts related to acquisition | $ 79,962 |
CONSOLIDATED STATEMENTS OF CA_2
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) - shares | Sep. 16, 2021 | Sep. 30, 2021 |
Avitide, Inc. | ||
Shares of common stock issued for acquisition | 271,096 | 271,096 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Significant Accounting Policies | 1. Summary of Significant Accounting Policies Basis of Presentation The consolidated financial statements included herein have been prepared by Repligen Corporation (the “Company”, “Repligen”, “our” or “we”) in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by GAAP. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 24, 2021 (“Form 10-K”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The business and economic uncertainty resulting from the novel coronavirus (“COVID-19”) pandemic has made such estimates more difficult to calculate. Accordingly, actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, Spectrum ® LifeSciences LLC and its subsidiaries (“Spectrum”), C Technologies, Inc. (“C Technologies”), Non-Metallic Solutions, Inc. (“NMS”), ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”), Polymem S.A. (“Polymem”), Avitide, Inc. (“Avitide”) and Repligen Singapore Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company made no material changes in the application of its significant accounting policies that were disclosed in its Form 10-K. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Certain prior year balances have been reclassified to conform to current year presentation. Recent Accounting Standards Updates We consider the applicability and impact of all Accounting Standards Updates (“ASUs” or “ASU”) on the Company’s consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Recently issued ASUs that we feel may be applicable to the Company are as follows: Recently Issued Accounting Standard Updates – Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “ Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact of the adoption of ASU 2020-06 on the Company's consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Measurements | 2. Fair Value Measurements The Company uses various valuation approaches in determining the fair value of its assets and liabilities. The Company employs a hierarchy for inputs used in measuring fair value that maximizes the use of observable inputs and minimizes the use of unobservable inputs by requiring that observable inputs be used when available. Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability and are developed based on the best information available in the circumstances. The fair value hierarchy is broken down into three levels based on the source of inputs as follows: Level 1 – Valuations based on unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access. Level 2 – Valuations based on quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active and models for which all significant inputs are observable, either directly or indirectly. Level 3 – Valuations based on inputs that are unobservable and significant to the overall fair value measurement. The availability of observable inputs can vary among the various types of financial assets and liabilities. To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, for financial statement disclosure purposes, the level in the fair value hierarchy within which the fair value measurement is categorized is based on the lowest level input that is significant to the overall fair value measurement. Fair Value Measured on a Recurring Basis Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of September 30, 2021 and December 31, 2020: As of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 448,908 $ — $ — $ 448,908 Liabilities: Contingent consideration - earnout obligation $ — $ — $ 79,962 $ 79,962 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 549,030 $ — $ — $ 549,030 Cash and cash equivalents As of September 30, 2021 and December 31, 2020 , cash and cash equivalents on the Company's consolidated balance sheets included $ 448.9 million and $ 549.0 million, respectively, in money market accounts. These funds are valued on a recurring basis using Level 1 inputs. Contingent Consideration – Earnout On September 20, 2021, the Company completed the acquisition of Avitide (the "Avitide Acquisition"), a privately-held affinity ligand discovery and development company headquartered in Lebanon, New Hampshire. The transaction consisted of upfront payments of $ 150.0 million and up to an additional $ 125.0 million (undiscounted) in contingent consideration earnout payments made equally in cash and the Company's common stock over a three-year performance period beginning January 1, 2022 and ending December 31, 2024. Refer to Note 3, "Acquisitions" below for additional information. A reconciliation of the change in the fair value of contingent consideration - earnout is included in the following table (amounts in thousands): Balance as of December 31, 2020 $ — Acquisition date fair value of contingent consideration - earnout 79,962 Change in fair value — Balance as of September 30, 2021 $ 79,962 The recurring Level 3 fair value measurement of our contingent consideration earnout that we expect to be required to settle include the following significant unobservable inputs: Contingent Consideration Earnout Fair Value as of September 20, 2021 Valuation Technique Unobservable Input Range Weighted Average (1) Probability of Commercialization-based Monte Carlo Success 100 % 100 % payments $ 28,553 Simulation Earnout Discount Rate 1.4 %- 2.6 % 2 % Volatility 32.8 % 32.8 % Revenue and Volume- Monte Carlo Revenue & Volume based payments $ 51,409 Simulation Discount Rate 9.4 % 9.4 % Earnout Discount Rate 1.4 %- 2.6 % 2 % (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. The Company estimates the fair value of the contingent consideration earnouts at each subsequent reporting period using a Monte Carlo simulation. Changes in the projected performance of the acquired business could result in a higher or lower contingent consideration obligation in the future. There were no changes in revenue projections during the period from September 20, 2021, the date of the Avitide Acquisition, and September 30, 2021 that would cause a material change in amounts reported as of September 30, 2021. Fair Value Measured on a Nonrecurring Basis During the nine months ended September 30, 2021, there were no re-measurements to fair value of financial assets and liabilities that are measured at fair value on a nonrecurring basis. Convertible Senior Notes In July 2019, the Company issued $ 287.5 million aggregate principal amount of the Company’s 0.375 % convertible senior notes due July 15, 2024 (the “2019 Notes”). Interest is payable semi-annually in arrears on January 15 and July 15 of each year. The 2019 Notes will mature on July 15, 2024, unless earlier converted or repurchased in accordance with their terms. At September 30, 2021 and December 31, 2020, the carrying value of the 2019 Notes was $ 252.3 million and $ 243.7 million, respectively, net of unamortized discount, and the fair value of the 2019 Notes was $ 732.9 million and $ 501.0 million, respectively. The fair value of the 2019 Notes is a Level 1 valuation and was determined based on the most recent trade activity of the 2019 Notes as of September 30, 2021. The 2019 Notes are discussed in more detail in Note 12, “Convertible senior notes” to Part II, Item 8, “ Financial Statements and Supplementary Data” to our 2020 Annual Report on Form 10-K (“Form 10-K"), which was filed with the SEC on February 24, 2021. |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2021 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. Acquisitions 2021 Acquisitions Avitide, Inc. On September 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (“Merger Agreement”) with Avalon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company (“First Merger Sub”), Avalon Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company (“Second Merger Sub” and together with First Merger Sub, the “Merger Subs”), Avitide, Inc., a Delaware corporation, and Shareholder Representative Services LLC, a Colorado limited liability company, solely in its capacity as the representative, agent and attorney-in-fact of Avitide's securityholders (the “Securityholder Representative”) to purchase Avitide. The transaction closed on September 20, 2021 and on the terms set forth in the Merger Agreement. Avitide, which is headquartered in Lebanon, New Hampshire, offers diverse libraries and leading technology in affinity ligand discovery and development resulting in best-in-class ligand discovery and development lead-times. The acquisition gives the Company a new platform for affinity resin development, including gene therapy, and advances and expands the Company’s proteins and chromatography franchise to address the unique purification needs of gene therapies and other emerging modalities. Consideration Transferred The Avitide Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations” and engaged a third-party valuation firm to assist with the valuation of the business acquired. Under the terms of the Merger Agreement, all outstanding shares of capital stock of Avitide were cancelled and converted into the right to receive merger consideration with a value totaling up to $ 275.0 million, which consisted of upfront payments in aggregate of $ 150.0 million ($ 149.4 million, net of cash acquired) and up to an additional $ 125.0 million (undiscounted) in contingent consideration earnout payments if certain performance targets are achieved. Total consideration paid also included $ 0.8 million deposited into an escrow account against which the Company may make claims for indemnification. The Avitide Acquisition was funded through payment of $ 75.0 million in cash, the issuance of 271,096 unregistered shares of the Company’s common stock totaling $ 77.6 million and contingent consideration with fair value of approximately $ 80.0 million. Under the acquisition method of accounting, the assets acquired and liabilities assumed of Avitide were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net liabilities assumed is estimated to be $ 5.2 million, the fair value of the intangible assets acquired is estimated to be $ 44.3 million, and the residual goodwill is estimated to be $ 193.5 million. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $ 0.6 million of transaction and integration costs associated with the Avitide Acquisition from the date of acquisition to September 30, 2021. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended September 30, 2021. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 75,004 Equity consideration 77,576 Contingent consideration - earnout 79,962 Fair value of net assets acquired $ 232,542 Fair Value of Net Assets Acquired The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation. The fair value of the contingent consideration – earnout was measured using a Monte Carlo simulation. The purchase accounting for this acquisition is not finalized. As additional information becomes available, the Company may further revise its preliminary purchase price allocation, including the fair value of the contingent consideration - earnout during the remainder of the measurement period. Any such revisions or changes may have a material impact on our accounting treatment of the Avitide Acquisition. The final allocation may include changes to: (1) deferred revenue; (2) inventory; (3) deferred tax liabilities, net; (4) allocations to intangible assets such as tradenames, developed technology and customer relationships as well as goodwill; (5) final consideration paid related to working capital adjustments; (6) noncurrent contingent consideration; and (7) other assets and liabilities. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 572 Accounts receivable 228 Inventory 400 Prepaid expenses and other current assets 114 Property and equipment 1,862 Operating lease right of use asset 2,459 Customer relationships 23,310 Developed technology 19,610 Trademark and tradename 1,150 Non-competition agreements 200 Goodwill 193,463 Accounts payable ( 215 ) Accrued liabilities ( 2,183 ) Operating lease liability ( 782 ) Operating lease liability, long-term ( 1,606 ) Long term deferred tax liability ( 5,982 ) Other liabilities ( 58 ) Fair value of net assets acquired $ 232,542 Acquired Goodwill The goodwill of $ 193.5 million represents future economic benefits expected to arise from anticipated synergies from the integration of Avitide. These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the Avitide Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the Avitide Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 13 years $ 23,310 Developed technology 15 years 19,610 Trademark and tradename 18 years 1,150 Non-competition agreements 3 years 200 $ 44,270 Polymem S.A. On June 22, 2021, the Company entered into a Stock Purchase Agreement with Polymem S.A. (“Polymem”), a company organized under the laws of France, and Jean-Michel Espenan and Franc Saux, acting together jointly and severally as the representatives of the sellers for approximately $ 47.0 million. The transaction closed on July 1, 2021 (the “Polymem Acquisition.”). Polymem, which is headquartered in, Toulouse, France, is a manufacturer of hollow fiber membranes, membrane modules and systems for industrial and bioprocessing applications. Polymem products will complement and expand the Company’s portfolio of hollow fiber systems and consumables. The acquisition substantially increases Repligen’s membrane and module manufacturing capacity and establishes a world-class center of excellence in Europe to address the accelerating global demand for these innovative products. Consideration Transferred The Company accounted for the Polymem Acquisition as a purchase of a business under ASC 805, “Business Combinations” and engaged a third-party valuation firm to assist with the valuation of the business acquired. Payment for the transaction was denominated in Euros but is reflected here in U.S. dollars for presentation purposes based on an exchange rate of 0.8437 as of July 1, 2021, the date of acquisition. Total consideration paid was approximately $47.0 million, which included approximately $ 4.3 million deposited into an escrow account against which the Company may make claims for indemnification. The fair value of the net assumed liabilities is approximately $ 2.2 million, the fair value of the intangible assets acquired is approximately $ 25.7 million, and the residual goodwill is approximately $ 23.5 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $ 1.9 million of transaction and integration costs associated with the Polymem Acquisition from the date of acquisition to September 30, 2021. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended September 30, 2021. Fair Value of Net Assets Acquired The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from July 1, 2021). Any such revisions or changes may have a material impact on our accounting treatment of the Polymem Acquisition. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 353 Net working capital (excluding cash and inventory 375 Inventory step-up 543 Operating lease right of use assets 1,424 Property and equipment 3,145 Other assets 41 Customer relationships 17,234 Developed technology 7,545 Trademark and tradenames 557 Non-compete agreements 344 Goodwill 23,453 Operating lease liability ( 1,253 ) Long term deferred tax liability ( 6,646 ) Other long-term liabilities ( 142 ) Fair value of net assets acquired $ 46,973 The preliminary purchase price allocation is subject to adjustment as purchase accounting is finalized. The final purchase price allocation will be determined upon completion of final valuation analysis and the fair value allocation of assets acquired and liabilities assumed could differ materially from the preliminary valuation analysis. The final allocation may include changes to: (1) deferred tax liabilities; (2) allocations to intangible assets such as tradenames, developed technology an customer relationships as well as goodwill; (3) final consideration related to working capital adjustments; and (4) other assets and liabilities Acquired Goodwill The goodwill of approximately $ 23.5 million represents future economic benefits expected to arise from anticipated synergies from the integration of Polymem. These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the Polymem Acquisition. Substantially all of the goodwill recorded is expected to be nondeductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the Polymem Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 14 years $ 17,234 Developed technology 13 years 7,545 Trademark and tradename 14 years 557 Non-competition agreements 5 years 344 $ 25,680 2020 Acquisitions ARTeSYN Biosolutions Holdings Ireland Limited On October 27, 2020, the Company entered into an Equity and Asset Purchase Agreement with ARTeSYN, a company organized under the laws of Ireland, Third Creek Holdings LLC, a Nevada limited liability company (“Third Creek”), Alphinity, LLC, a Nevada limited liability company (“Alphinity”, and together with Third Creek the “ARTeSYN Sellers”), and Michael Gagne, solely in his capacity as the representative of the ARTeSYN Sellers, pursuant to which the Company acquired (i) all of the outstanding equity securities of ARTeSYN and (ii) certain assets from Alphinity related to the business of ARTeSYN (collectively, the “ARTeSYN Acquisition”) for approximately $ 200 million, comprised of approximately $ 130 million in cash to the ARTeSYN Sellers and approximately $ 70 million in the Company’s common stock to Third Creek. The transaction closed on December 3, 2020. ARTeSYN is headquartered in Waterford, Ireland and conducts its operations in Ireland, the United States and Estonia. Its suite of single-use solutions has been created with the goal of enabling “abundance in medicine” by allowing greater efficiency in biologics manufacturing. The ARTeSYN team has created a number of solutions targeting the single-use space from single-use valves with fully disposable valve liners, XO ® skeletal supports, a hybrid small parts offering for de-bottlenecking traditional facilities, and fully automated SU process systems that have quickly become leading solutions in the bioprocessing industry. ARTeSYN has established downstream processing leadership with a suite of state of the art single-use systems for chromatography, filtration, continuous manufacturing and media/buffer prep workflows. In addition, the Company has integrated unique flow path assemblies utilizing the Company’s silicone extrusion and molding technology, to deliver highly differentiated, low hold-up volume systems that minimize product loss during processing. The ARTeSYN portfolio expands on the market success of the Company’s hollow fiber systems and complements its chromatography and TFF filtration product lines. Consideration Transferred The ARTeSYN Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations” . The ARTeSYN Acquisition was funded through payment of $ 130.7 million in cash, as well as issuance of 372,990 unregistered shares of the Company’s common stock totaling $ 69.4 million, contingent consideration of approximately $ 1.5 million, and settlement of preexisting invoices with the Company of approximately $ 2.3 million, for a total purchase price of $ 204.0 million. Under the acquisition method of accounting, the assets acquired and liabilities assumed of ARTeSYN were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net tangible assets acquired is estimated to be $ 8.0 million, the fair value of the intangible assets acquired is estimated to be $ 67.4 million, and the residual goodwill is estimated to be $ 128.6 million. The estimated consideration and purchase price information was prepared using a valuation. Payment of the final consideration for working capital was made in April 2021. The preparation of the valuation required the use of significant assumptions and estimates. Critical estimates included, but were not limited to, future expected cash flows, including projected revenues and expenses, and the applicable discount rates. These estimates were based on assumptions that the Company believes to be reasonable. However, actual results may differ from these estimates. Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 130,713 Equity consideration 69,422 Contingent consideration 1,548 Settlement of preexisting liabilities 2,310 Fair value of net assets acquired $ 203,993 Acquisition related costs are not included as a component of consideration transferred but are expensed in the periods in which the costs are incurred. The Company incurred $ 4.0 million in transaction and integration costs associated with the ARTeSYN Acquisition from the date of acquisition to December 31, 2020, and an additional $ 3.4 million of transaction and integration costs during 2021. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended September 30, 2021. The consideration transferred includes approximately $ 1.5 million related to consideration that was deferred at the acquisition date, with payment to the ARTeSYN Sellers contingent upon recognizing revenue on a large-scale system within 120 days of the acquisition date. This consideration is recorded at its estimated fair value as of the acquisition date, which includes the assumption of high probability of such revenue being recognized. Fair Value of Net Assets Acquired The preliminary allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period (which will not exceed 12 months from December 3, 2020). Any such revisions or changes may be material. The final allocation may include changes to deferred tax liabilities, net and goodwill. Upon conclusion of the measurement period or final determination of the values of assets acquired or liabilities assumed, whichever comes first, any subsequent adjustments will be recorded to our consolidated statements of comprehensive income. During 2021, the Company recorded net working capital adjustments of $ 0.1 million related to settlement of pre-acquisition liabilities, which offset goodwill in the table below. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 2,982 Accounts receivable 4,811 Inventory 8,592 Prepaid expenses and other current assets 5,561 Property and equipment 1,836 Operating lease right of use asset 1,611 Other noncurrent assets 26 Customer relationships 38,400 Developed technology 27,060 Trademark and tradename 1,630 Non-competition agreements 300 Goodwill 128,598 Accounts payable ( 2,251 ) Accrued liabilities ( 8,706 ) Deferred revenue ( 3,583 ) Deferred tax liabilities, net ( 1,240 ) Notes payable ( 24 ) Operating lease liability ( 417 ) Operating lease liability, long-term ( 1,193 ) Fair value of net assets acquired $ 203,993 Acquired Goodwill The goodwill of $ 128.6 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the ARTeSYN Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 17 years $ 38,400 Developed technology 15 years 27,060 Trademark and tradename 21 years 1,630 Non-competition agreements 3 years 300 $ 67,390 Non-Metallic Solutions, Inc. On October 15, 2020, the Company entered into a Stock Purchase Agreement with NMS, a Massachusetts corporation, and each of William Malloneé and Derek Masser, the legal and beneficial owners of NMS, to purchase NMS, which transaction subsequently closed on October 20, 2020 (the “NMS Acquisition”). NMS, headquartered in Auburn, Massachusetts, is a manufacturer of fabricated plastics, custom containers, and related assemblies and components used in the manufacturing of biologic drugs. The acquisition of NMS allows Repligen to expand its line of single-use systems and associated integrated flow path assemblies and streamline the supply chain for current products, providing more flexibility to scale and expand the Company's single-use and systems portfolios. Consideration Transferred The NMS Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations.” Total consideration paid was $ 16.1 million, which included $ 1.3 million deposited into an escrow account against which the Company may make claims for indemnification. The fair value of the net tangible assets acquired was $ 0.9 million, the fair value of the intangible assets acquired was $ 8.5 million, and the residual goodwill was $ 6.7 million. Acquisition-related costs are not included as a component of consideration transferred but are expensed in the periods in which costs are incurred. The Company incurred $ 0.2 million of transaction and integration costs associated with the NMS Acquisition from the date of acquisition to December 31, 2020, and $ 0.4 million for the nine months ended September 30, 2021. The transaction costs are included in SG&A expenses in the consolidated statements of comprehensive income. Fair Value of Net Assets Acquired The allocation of purchase price is based on the fair value of assets acquired and liabilities assumed as of the acquisition date, based on the preliminary valuation. We have made appropriate adjustments to the purchase price allocation during the measurement period, which ended on October 20, 2021. The components and allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 1,163 Accounts receivable 415 Inventory 334 Prepaid expenses and other current assets 13 Property and equipment 73 Operating lease right of use asset 194 Customer relationships 6,370 Developed technology 1,810 Trademark and tradename 190 Non-competition agreements 90 Goodwill 6,713 Deferred tax assets 24 Accounts payable ( 96 ) Accrued liabilities ( 999 ) Operating lease liability ( 136 ) Operating lease liability, long-term ( 59 ) Fair value of net assets acquired $ 16,099 Acquired Goodwill The goodwill of $ 6.7 million represents future economic benefits expected to arise from anticipated synergies from the integration of NMS. These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the NMS Acquisition. Substantially all of the goodwill recorded is expected to be deductible for income tax purposes. In February 2021, the Company recorded an adjustment to goodwill of $ 0.1 million related to the finalization of the working capital true-up. Intangible Assets The following table sets forth the components of the identified intangible assets associated with the NMS Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 14 years $ 6,370 Developed technology 12 years 1,810 Trademark and tradename 15 years 190 Non-competition agreements 3 years 90 $ 8,460 |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Revenue Recognition | 4. Revenue Recognition The Company generates revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. Under ASC 606, “Revenue from Contracts with Customers,” revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Disaggregation of Revenue Revenues for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 (Amounts in thousands) Product revenue $ 178,177 $ 94,029 $ 483,834 $ 257,521 Royalty and other income 39 31 179 91 Total revenue $ 178,216 $ 94,060 $ 484,013 $ 257,612 When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because all of its revenues are from bioprocessing customers, there are no differences in the nature, timing and uncertainty of the Company’s revenues and cash flows from any of its product lines. However, given that the Company’s revenues are generated in different geographic regions, factors such as regulatory and geopolitical factors within those regions could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. In addition, a significant portion of the Company’s revenues is generated from a small number of customers; therefore, economic factors specific to these customers could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. Disaggregated revenue from contracts with customers by geographic region can be found in Note 14, “Segment Reporting,” included in this report. Revenue from customers that represented 10 % or more of the Company’s total revenue for the three months ended September 30, 2021 and 2020 came from sales to Pfizer Inc. during the three months ended September 30, 2021, which generated $ 19.1 million, or 11 % of the Company's total revenue for the period. Revenue from customers that represented 10 % or more of the Company's total revenue for the nine months ended September 30, 2021 and 2020 came from sales to MilliporeSigma during the nine months ended September 30, 2020, which generated $ 29.4 million in revenue, or 11 % of the Company's total revenue for the period. There was no revenue from customers that represented 10 % or more of the Company's total revenue for the other periods presented. For more information regarding our product revenue, see Note 5, “Revenue Recognition” included in Part II, Item 8, “ Financial Statements and Supplementary Data” to our Form 10-K. Contract Balances from Contracts with Customers The following table provides information about receivables and deferred revenue from contracts with customers as of September 30, 2021 (amounts in thousands): 2021 Balances from contracts with customers only: Accounts receivable, net of reserves $ 122,048 Deferred revenue (included in accrued liabilities in the consolidated balance sheets) $ 16,337 Revenue recognized during the nine-month period ended September 30, 2021 relating to: The beginning deferred revenue balance $ 13,071 The timing of revenue recognition, billings and cash collections results in the accounts receivable and deferred revenue balances on the Company’s consolidated balance sheets. A contract asset is created when the Company satisfies a performance obligation by transferring a promised good to the customer. Contract assets may represent conditional or unconditional rights to consideration. The right is conditional and recorded as a contract asset, if the Company must first satisfy another performance obligation in the contract before it is entitled to payment from the customer. Contract assets are transferred to billed receivables once the right becomes unconditional. If the Company has the unconditional right to receive consideration from the customer, the contract asset is accounted for as a billed receivable and presented separately from other contract assets. A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2021 | |
Goodwill And Other Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 5. Goodwill and Intangible Assets Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350, “Intangibles – Goodwill and Other” . The following table represents the change in the carrying value of goodwill for the nine months ended September 30, 2021 (amounts in thousands): Balance at December 31, 2020 $ 618,305 Measurement period adjustment - NMS ( 71 ) Measurement period adjustments - ARTeSYN ( 60 ) Acquisition of Polymem 23,453 Acquisition of Avitide 193,463 Cumulative translation adjustment ( 1,531 ) Balance at September 30, 2021 $ 833,559 During each of the fourth quarters of 2020, 2019 and 2018, the Company completed its annual impairment assessments and concluded that goodwill was not impaired in any of those years. The Company has not identified any “triggering” events which indicate an impairment of goodwill in the three and nine months ended September 30, 2021. Intangible Assets Intangible assets with a definitive life are amortized over their useful lives using the straight-line method, and the amortization expense is recorded within cost of product revenue and SG&A expenses in the Company’s statements of comprehensive income. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions existed that would indicate the carrying value of these assets may not be recoverable. More frequent impairment assessments are conducted if certain conditions exist, including a change in the competitive landscape, any internal decisions to pursue new or different technology strategies, a loss of a significant customer, or a significant change in the marketplace, including changes in the prices paid for our products or changes in the size of the market for the Company’s products. An impairment results if the carrying value of the asset exceeds the estimated fair value of the asset. If the estimate of an intangible asset’s remaining useful life is changed, the remaining carrying amount of the intangible asset is amortized prospectively over the revised remaining useful life. The Company continues to believe that its intangible assets are recoverable at September 30, 2021. Indefinite-lived assets are reviewed for impairment at least annually. There has been no impairment of the Company’s intangible assets for the periods presented. Intangible assets, net consisted of the following at September 30, 2021: September 30, 2021 Gross Carrying Value Accumulated Net Carrying Value Weighted Average Useful Life (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 141,039 $ ( 19,426 ) $ 121,613 17 Patents 240 ( 240 ) — 8 Customer relationships 257,297 ( 47,363 ) 209,934 15 Trademarks 7,367 ( 771 ) 6,596 19 Other intangibles 2,826 ( 1,506 ) 1,320 4 Total finite-lived intangible assets 408,769 ( 69,306 ) 339,463 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 409,469 $ ( 69,306 ) $ 340,163 Intangible assets consisted of the following at December 31, 2020: December 31, 2020 Gross Carrying Value Accumulated Net Carrying Value Weighted Average Useful Life (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 114,217 $ ( 14,444 ) $ 99,773 17 Patents 240 ( 240 ) — 8 Customer relationships 217,790 ( 37,333 ) 180,457 16 Trademarks 5,893 ( 541 ) 5,352 20 Other intangibles 2,142 ( 1,324 ) 818 3 Total finite-lived intangible assets 340,282 ( 53,882 ) 286,400 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 340,982 $ ( 53,882 ) $ 287,100 Amortization expense for finite-lived intangible assets was $ 5.7 million and $ 4.0 million for each of the three months ended September 30, 2021 and 2020, respectively, and $ 16.1 million and $ 11.8 million for each of the nine months ended September 30, 2021 and 2020 , respectively. As of September 30, 2021, the Company expects to record the following amortization expense in future periods (amounts in thousands): Estimated Amortization For the Nine Months Ended September 30, Expense 2021 (remaining three months) $ 7,004 2022 25,840 2023 25,722 2024 25,088 2025 24,821 2026 and thereafter 230,988 Total $ 339,463 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 9 Months Ended |
Sep. 30, 2021 | |
Consolidated Balance Sheet Detail | 6. Consolidated Balance Sheet Detail Inventories, net Inventories, net consists of the following: September 30, December 31, 2021 2020 (Amounts in thousands) Raw materials $ 105,157 $ 48,746 Work-in-process 7,860 8,084 Finished products 43,146 38,195 Total inventories, net $ 156,163 $ 95,025 Property, Plant and Equipment Property, plant and equipment consist of the following: September 30, December 31, 2021 2020 (Amounts in thousands) Land $ 1,023 $ 1,023 Buildings 764 1,007 Leasehold improvements 51,778 31,331 Equipment 65,764 43,072 Furniture, fixtures and office equipment 8,355 8,714 Computer hardware and software 21,436 15,397 Construction in progress 14,723 14,927 Other 497 455 Total property, plant and equipment 164,340 115,926 Less - Accumulated depreciation ( 64,688 ) ( 49,056 ) Total property, plant and equipment, net $ 99,652 $ 66,870 Depreciation expenses totaled $ 4.3 million and $ 2.8 million for each of the three months ended September 30, 2021 and 2020, respectively, and $ 11.3 million and $ 7.8 million for each of the nine months ended September 30, 2021 and 2020, respectively. Accrued Liabilities Accrued liabilities consist of the following: September 30, December 31, 2021 2020 (Amounts in thousands) Employee compensation $ 34,056 $ 20,288 Income taxes payable 8,435 1,423 Royalty and license fees 1,497 466 Warranties 1,759 1,576 Professional fees 2,179 1,425 Deferred revenue 16,337 15,318 Other ( 869 ) 12,589 Total accrued liabilities $ 63,394 $ 53,085 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2021 | |
Convertible Senior Notes | 7. Convertible Senior Notes 0.375% Convertible Senior Notes due 2024 On July 19, 2019, the Company issued $ 287.5 million aggregate principal pursuant to the 2019 Notes, which includes the underwriters’ exercise in full of an option to purchase an additional $ 37.5 million aggregate principal amount of 2019 Notes (the “Notes Offering”). The net proceeds of the Notes Offering, after deducting underwriting discounts and commissions and other related offering expenses payable by the Company, were approximately $ 278.5 million. The 2019 Notes are senior, unsecured obligations of the Company, and bear interest at a rate of 0.375 % per year. Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. The 2019 Notes will mature on July 15, 2024 , unless earlier repurchased or converted in accordance with their terms. During the third quarter of 2021, the closing price of the Company’s common stock exceeded 130 % of the conversion price of the 2019 Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter. As a result, the 2019 Notes are convertible at the option of the holders of the 2019 Notes during the fourth quarter of 2021, the quarter immediately following the quarter when the conditions are met, as stated in the terms of the 2019 Notes. These conditions have been met since the third quarter of 2020. As a result, $ 6,000 aggregate principal amount of the 2019 Notes have been converted by the noteholders since December 31, 2020. The conversions resulted in the issuance of a nominal number of shares of the Company’s common stock to the note holders, and the Company recorded a loss of approximately $ 1,000 and approximately $ 6,000 on the conversion of these notes, which is included in other expenses, net on our consolidated statements of comprehensive income for the three and nine months ended September 30, 2021. The Company continues to classify the carrying value of the 2019 Notes as current liabilities on the Company’s consolidated balance sheet at September 30, 2021. The net carrying value of the liability component of the 2019 Notes is as follows: September 30, December 31, 2021 2020 (Amounts in thousands) 0.375% Convertible Senior Notes due 2024: Principal amount $ 287,493 $ 287,500 Unamortized debt discount ( 30,793 ) ( 38,317 ) Unamortized debt issuance costs ( 4,377 ) ( 5,446 ) Net carrying amount $ 252,323 $ 243,737 Interest expense recognized on the 2019 Notes for the three months ended September 30, 2021 was $ 0.3 million, $ 2.5 million and $ 0.4 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. Interest expense recognized on the 2019 Notes for the nine months ended September 30, 2021 was $ 0.8 million, $ 7.5 million and $ 1.1 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The effective interest rate on the 2019 Notes is 5.1 %, which included the interest on the 2019 Notes, amortization of the debt discount and debt issuance costs. At September 30, 2021 and December 31, 2020, the carrying value of the 2019 Notes was $ 252.3 million and $ 243.7 million, respectively, net of unamortized discount, and the fair value of the 2019 Notes was $ 732.9 million and $ 501.0 million, respectively. The fair value of the 2019 Notes was determined based on the most recent trade activity of the 2019 Notes at September 30, 2021 . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2021 | |
Stockholders' Equity | 8. Stockholders’ Equity Stock Option and Incentive Plans Under the Company’s current 2018 Stock Option and Incentive Plan (the “2018 Plan”), the number of shares of the Company’s common stock that are reserved and available for issuance is 2,778,000 , plus the number of shares of common stock available for issuance under the Company’s previous plans. The shares of common stock underlying any awards under the 2018 Plan and previous plans (together, the “Plans”) that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the 2018 Plan. At September 30, 2021, 2,134,916 shares were available for future grants under the 2018 Plan. Stock-Based Compensation For each of the three months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 6.8 million and $ 4.2 million, respectively, for share-based awards granted under the Plans. For the nine months ended September 30, 2021 and 2020, the Company recorded stock-based compensation expense of $ 20.5 million and $ 12.5 million, respectively. The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Amounts in thousands) Cost of product revenue $ 489 $ 563 $ 1,444 $ 1,421 Research and development 698 326 2,209 1,092 Selling, general and administrative 5,605 3,336 16,823 9,979 Total stock-based compensation $ 6,792 $ 4,225 $ 20,476 $ 12,492 The 2018 Plan allows for the granting of incentive and nonqualified options to purchase shares of common stock, restricted stock and other equity awards. Employee grants under the Plans generally vest over a three to five-year period, with 20 %- 33 % vesting on the first anniversary of the date of grant and the remainder vesting in equal yearly installments thereafter. Nonqualified options issued to non-employee directors under the Plans generally vest over one year. In the first quarter of 2018, to create a longer-term retention incentive, the Company’s Compensation Committee granted long-term incentive compensation awards to its Chief Executive Officer consisting of both stock options and restricted stock units (“RSUs”) that are subject to time-based vesting over nine years . Options granted under the Plans have a maximum term of ten years from the date of grant and generally, the exercise price of the stock options equals the fair market value of the Company’s common stock on the date of grant. At September 30, 2021, options to purchase 658,600 shares and 619,761 stock units were outstanding under the Plans. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and the Company uses the value of the common stock as of the grant date to value RSUs. The Company measures stock-based compensation costs at the grant date based on the estimated fair value of the award. The Company recognizes expense on awards with service-based vesting over the employee’s requisite service period on a straight-line basis. Prior to 2020, the Company issued performance stock units to certain employees which are tied to the achievement of certain Company financial goal metrics and the passage of time. Since 2020, the Company has implemented formal programs that issue performance stock units to certain employees set to vest upon the achievement of individual goals and financial goals of the Company, as well as the passage of time. The Company recognizes expense on performance-based awards over the vesting period based on the probability that the performance metrics will be achieved. The Company recognizes stock-based compensation expense for options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted for estimated forfeitures. Information regarding option activity for the nine months ended September 30, 2021 under the Plans is summarized below: Shares Weighted Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2020 696,711 $ 43.88 6.90 $ 102,958 Granted 38,824 $ 202.88 Exercised ( 70,935 ) $ 28.00 Forfeited/expired/cancelled ( 6,000 ) $ 48.05 Options outstanding at September 30, 2021 658,600 $ 54.93 6.55 $ 154,152 Options exercisable at September 30, 2021 343,909 $ 38.68 5.87 $ 86,085 Vested and expected to vest at September 30, 2021 (1) 637,504 6.53 $ 149,348 (1) Represents the number of vested options as of September 30, 2021 plus the number of unvested options expected to vest as of September 30, 2021 based on the unvested outstanding options at September 30, 2021 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on September 30, 2021, the last business day of the third quarter of 2021, of $ 288.99 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on September 30, 2021. The aggregate intrinsic value of stock options exercised during the nine months ended September 30, 2021 and 2020 was $ 14.5 million and $ 30.7 million, respectively. The weighted average grant date fair value of options granted during the nine months ended September 30, 2021 and 2020 was $ 88.01 and $ 48.13 , respectively. The total fair value of stock options that vested during the nine months ended September 30, 2021 and 2020 was $ 2.6 million during each period. The fair value of stock units is calculated using the closing price of the Company’s common stock on the date of grant. Information regarding stock unit activity, which includes activity for RSUs and performance stock units, for the nine months ended September 30, 2021 under the Plans is summarized below: Shares Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Unvested at December 31, 2020 665,540 3.32 $ 127,904 Awarded 164,968 Vested ( 185,922 ) Forfeited/expired/cancelled ( 24,825 ) Unvested at September 31, 2021 619,761 2.94 $ 179,105 Unvested and expected to vest at September 30, 2021 (1) 623,642 2.61 $ 180,226 (1) Represents the number of vested stock units as of September 30, 2021 plus the number of unvested stock units expected to vest as of September 30, 2021 based on the unvested outstanding stock units at September 30, 2021 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (equal to the closing price of the common stock on September 30, 2021, the last business day of the third quarter of 2021, of $ 288.99 per share, as stock units do not have an exercise price) that would have been received by the stock unit holders had all holders exercised on September 30, 2021. The aggregate intrinsic value of stock units vested during the nine months ended September 30, 2021 and 2020 was $ 39.2 million and $ 25.0 million, respectively. The weighted average grant date fair value of stock units vested during the nine months ended September 30, 2021 and 2020 was $ 58.10 and $ 43.73 , respectively. The total fair value of stock units that vested during the nine months ended September 30, 2021 and 2020 was $ 10.8 million and $ 9.8 million, respectively. As of September 30, 2021, there was $ 61.3 million of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 3.08 years. The Company expects 1,950,908 unvested options and stock units to vest over the next five years . |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2021 | |
Commitments and Contingencies | 9. Commitments and Contingencies In June 2018, the Company secured an agreement with Navigo Proteins (“Navigo”) for the exclusive co-development of multiple affinity ligands for which Repligen holds commercialization rights. The Company is manufacturing and supplying the first of these ligands, NGL-Impact ® , exclusively to Purolite Life Sciences (“Purolite”), who is pairing the Company’s high-performance ligand with Purolite’s agarose jetting base bead technology used in their Jetted A50 Protein A resin product. The Company also signed a long-term supply agreement with Purolite for NGL-Impact and other potential additional affinity ligands that may advance from the Company’s Navigo collaboration. In September 2020, the Company and Navigo successfully completed co-development of an affinity ligand targeting the SARS-CoV-2 spike protein, to be utilized in the purification of COVID-19 vaccines. The Company has proceeded with scaling up and manufacturing this ligand and the development and validation of the related affinity chromatography resin, which is marketed by the Company. In September 2021, the Company and Navigo successfully completed co-development of a novel affinity ligand that addresses aggravation issues associated with pH sensitive antibodies and Fc-fusion proteins. The Company is manufacturing and supplying this ligand, NGL-Impact ® HipH, to Purolite for use in a platform use resin product. The Navigo and Purolite agreements are supportive of the Company’s strategy to secure and reinforce the Company’s proteins business. The Company made royalty payments to Navigo of $ 0.5 million and $ 0.2 million for the three months ended September 30, 2021 and 2020, respectively and payments of $ 1.3 million and $ 0.4 million for the nine months ended September 30, 2021 and 2020, respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive (Loss) Income | 9 Months Ended |
Sep. 30, 2021 | |
Accumulated Other Comprehensive (Loss) Income | 10. Accumulated Other Comprehensive (Loss) Income The following shows the changes in the components of accumulated other comprehensive (loss) income for the nine months ended September 30, 2021 which consisted of only foreign currency translation adjustments for the periods shown (amounts in thousands): Foreign Currency Translation Adjustment Balance as of December 31, 2020 $ 2,085 Other comprehensive loss ( 12,004 ) Balance at September 30, 2021 $ ( 9,919 ) |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2021 | |
Income Taxes | 11. Income Taxes For the three and nine months ended September 30, 2021 , we recorded an income tax provision of $ 7.7 million and $ 19.5 million, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2021 was 18.8 % and 16.4 %, respectively, compared to 18.0 % and 9.5 % for the corresponding periods in the prior year. The increase in effective tax rates was primarily due to higher income before income taxes, lower windfall benefits recognized on stock option exercises and the vesting of stock units partially offset by lower U.S. taxation of foreign earnings. The effective tax rates for the three and nine months ended September 30, 2021 and 2020 were lower than the U.S. statutory rate of 21 % primarily due to business tax credits and windfall benefits on stock option exercises and the vesting of stock units. |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2021 | |
Earnings Per Share | 12. Earnings Per Share The Company reports earnings per share in accordance with ASC 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of RSUs, performance stock units and the incremental common shares issuable upon the exercise of stock options. Under the treasury stock method, unexercised “in-the-money” stock options and warrants are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. In periods when the Company has a net loss, stock awards are excluded from the calculation of earnings per share as their inclusion would have an antidilutive effect. A reconciliation of basic and diluted weighted average shares outstanding is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Amounts in thousands, except per share data) Net income $ 33,498 $ 14,552 $ 99,181 $ 40,228 Weighted average shares used in computing net 55,015 52,545 54,918 52,341 Effect of dilutive shares: Options and stock units 919 916 913 951 Convertible senior notes 1,373 8 1,180 8 Dilutive effect of unvested performance stock units 61 — 61 — Dilutive potential common shares 2,353 924 2,154 959 Weighted average shares used in computing net 57,368 53,469 57,072 53,300 Earnings per share: Basic $ 0.61 $ 0.28 $ 1.81 $ 0.77 Diluted $ 0.58 $ 0.27 $ 1.74 $ 0.75 At September 30, 2021, there were outstanding options to purchase 658,600 shares of the Company’s common stock at a weighted average exercise price of $ 54.93 per share and 619,761 shares of common stock issuable upon the vesting of stock units, which include RSUs and performance stock units. For the three and nine months ended September 30, 2021, 44,912 shares and 63,770 shares, respectively, of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive. At September 30, 2020, there were outstanding options to purchase 723,914 shares of the Company’s common stock at a weighted average exercise price of $ 41.03 per share and 675,567 shares of common stock issuable upon the vesting of stock units, which include RSUs and performance stock units. For the three and nine months ended September 30, 2020, 60,202 and 117,160 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive. In July 2019, the Company issued $ 287.5 million aggregate principal amount of the 2019 Notes. As provided by the terms of the indenture underlying the 2019 Notes, conversion of the 2019 Notes will be settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. As of September 30, 2021, the 2019 Notes were convertible. The Company currently intends to settle the par value of the 2019 Notes in cash and any excess conversion premium in shares. As provided by the terms of the indenture underlying the 2019 Notes, the Company has a choice to settle the conversion obligation for the 2019 Notes in cash, shares or any combination of the two. The Company currently intends to settle the par value of the 2019 Notes in cash and any excess conversion premium in shares. The Company applies the provisions of ASC 260, “Earnings Per Share”, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it relates to the conversion spread on its convertible notes. Accordingly, the par value of the 2019 Notes is not included in the calculation of diluted income per share, but the dilutive effect of the conversion premium is considered in the calculation of diluted net income per share using the treasury stock method. The dilutive impact of the 2019 Notes is based on the difference between the Company’s current period average stock price and the conversion price of the 2019 Notes, provided there is a premium. Pursuant to this accounting standard, there is no dilution from the accreted principal of the 2019 Notes. For the three and nine months ended September 30, 2021, the dilutive effect of the conversion premium included in the calculation of diluted earnings was 1,373,341 shares and 1,180,425 shares, respectively. There was no dilutive effect of the conversion premium included in the calculation of diluted earnings per share for the three and nine months ended September 30, 2020. On September 20, 2021, as a result of the Avitide Acquisition, the Company assumed a contingent consideration obligation for earnout payments in an aggregate amount of $ 80.0 million which will be paid equally in cash and the Company’s common stock, contingent upon the achievement of certain performance thresholds and targets each year over a three year period as discussed in Note 2, “Fair Value Measurements,” to these consolidated financial statements. As of September 30, 2021, none of the contingent triggers have occurred. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2021 | |
Related Party Transactions | 13. Related Party Transactions Certain facilities leased by Spectrum are owned by Roy Eddleman, the former owner of Spectrum. As of September 30, 2021 , Mr. Eddleman owned greater than 5 % of the Company’s outstanding shares and the Company considers him to be a related party. The lease amounts paid to this shareholder prior to the public offering were negotiated in connection with the acquisition of Spectrum. The Company incurred rent expense totaling $ 0.2 million and $ 0.1 million for each of the three months ended September 30, 2021 and 2020 , respectively, related to these leases and incurred rent expense of $ 0.5 million for each of the nine months ended September 30, 2021 and 2020 , respectively. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2021 | |
Segment Reporting [Abstract] | |
Segment Reporting | 14. Segment Reporting The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one reportable segment and one reporting unit. As a result, the financial information disclosed herein represents all of the material financial information related to the Company. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue by customers' geographic locations: North America 44 % 50 % 42 % 48 % Europe 42 % 36 % 40 % 38 % APAC/Other 14 % 14 % 18 % 14 % Total revenue 100 % 100 % 100 % 100 % Concentrations of Credit Risk and Significant Customers Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings and credit exposure to any one issue, issuer (with the exception of U.S. Treasury obligations) and type of instrument is limited. At September 30, 2021 and December 31, 2020, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements. Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition. Revenue from customers that represented 10 % or more of the Company’s total revenue for the three months ended September 30, 2021 and 2020 came from sales to Pfizer Inc. during the three months ended September 30, 2021, which generated $ 19.1 million, or 11 % of the Company's total revenue for the period. Revenue from customers that represented 10 % or more of the Company's total revenue for the nine months ended September 30, 2021 and 2020 came from sales to MilliporeSigma during the nine months ended September 30, 2020, which generated $ 29.4 million in revenue, or 11 % of the Company's total revenue for the period. There was no revenue from customers that represented 10 % or more of the Company's total revenue for the other periods presented. Significant accounts receivable balances representing 10% or more of the Company’s total trade accounts receivable and royalties and other receivable balances at September 30, 2021 and December 31, 2020 are as follows: September 30, December 31, 2021 2020 Pfizer Inc. 10 % N/A Cytiva N/A 11 % |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2021 | |
Basis of presentation | Basis of Presentation The consolidated financial statements included herein have been prepared by Repligen Corporation (the “Company”, “Repligen”, “our” or “we”) in accordance with generally accepted accounting principles in the United States (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by GAAP. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which was filed with the SEC on February 24, 2021 (“Form 10-K”). The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The business and economic uncertainty resulting from the novel coronavirus (“COVID-19”) pandemic has made such estimates more difficult to calculate. Accordingly, actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, Spectrum ® LifeSciences LLC and its subsidiaries (“Spectrum”), C Technologies, Inc. (“C Technologies”), Non-Metallic Solutions, Inc. (“NMS”), ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”), Polymem S.A. (“Polymem”), Avitide, Inc. (“Avitide”) and Repligen Singapore Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. The Company made no material changes in the application of its significant accounting policies that were disclosed in its Form 10-K. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Certain prior year balances have been reclassified to conform to current year presentation. |
Recent Accounting Standards Updates | Recent Accounting Standards Updates We consider the applicability and impact of all Accounting Standards Updates (“ASUs” or “ASU”) on the Company’s consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on the Company’s consolidated financial position or results of operations. Recently issued ASUs that we feel may be applicable to the Company are as follows: Recently Issued Accounting Standard Updates – Not Yet Adopted In August 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-06, “ Debt - Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging - Contracts in Entity’s Own Equity (Subtopic 815-40).” ASU 2020-06 simplifies the accounting for convertible debt instruments and convertible preferred stock by reducing the number of accounting models and the number of embedded conversion features that could be recognized separately from the primary contract. ASU 2020-06 also enhances transparency and improves disclosures for convertible instruments and earnings per share guidance. ASU 2020-06 is effective for annual reporting periods beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. This update permits the use of either the modified retrospective or fully retrospective method of transition. The Company is currently evaluating the impact of the adoption of ASU 2020-06 on the Company's consolidated financial statements. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Fair Value Disclosures [Abstract] | |
Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis | Financial assets and financial liabilities measured at fair value on a recurring basis consist of the following as of September 30, 2021 and December 31, 2020: As of September 30, 2021 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 448,908 $ — $ — $ 448,908 Liabilities: Contingent consideration - earnout obligation $ — $ — $ 79,962 $ 79,962 As of December 31, 2020 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 549,030 $ — $ — $ 549,030 |
Schedule of Reconciliation of the Change in the Fair Value of Contingent Consideration - Earnout | A reconciliation of the change in the fair value of contingent consideration - earnout is included in the following table (amounts in thousands): Balance as of December 31, 2020 $ — Acquisition date fair value of contingent consideration - earnout 79,962 Change in fair value — Balance as of September 30, 2021 $ 79,962 |
Schedule of Contingent Consideration Earnout Expect to be Required to Settle Include Significant Unobservable Inputs | The recurring Level 3 fair value measurement of our contingent consideration earnout that we expect to be required to settle include the following significant unobservable inputs: Contingent Consideration Earnout Fair Value as of September 20, 2021 Valuation Technique Unobservable Input Range Weighted Average (1) Probability of Commercialization-based Monte Carlo Success 100 % 100 % payments $ 28,553 Simulation Earnout Discount Rate 1.4 %- 2.6 % 2 % Volatility 32.8 % 32.8 % Revenue and Volume- Monte Carlo Revenue & Volume based payments $ 51,409 Simulation Discount Rate 9.4 % 9.4 % Earnout Discount Rate 1.4 %- 2.6 % 2 % (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Avitide, Inc. | |
Schedule of Business Combination Consideration Transferred | Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 75,004 Equity consideration 77,576 Contingent consideration - earnout 79,962 Fair value of net assets acquired $ 232,542 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 572 Accounts receivable 228 Inventory 400 Prepaid expenses and other current assets 114 Property and equipment 1,862 Operating lease right of use asset 2,459 Customer relationships 23,310 Developed technology 19,610 Trademark and tradename 1,150 Non-competition agreements 200 Goodwill 193,463 Accounts payable ( 215 ) Accrued liabilities ( 2,183 ) Operating lease liability ( 782 ) Operating lease liability, long-term ( 1,606 ) Long term deferred tax liability ( 5,982 ) Other liabilities ( 58 ) Fair value of net assets acquired $ 232,542 |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the Avitide Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 13 years $ 23,310 Developed technology 15 years 19,610 Trademark and tradename 18 years 1,150 Non-competition agreements 3 years 200 $ 44,270 |
Polymem S.A. | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 353 Net working capital (excluding cash and inventory 375 Inventory step-up 543 Operating lease right of use assets 1,424 Property and equipment 3,145 Other assets 41 Customer relationships 17,234 Developed technology 7,545 Trademark and tradenames 557 Non-compete agreements 344 Goodwill 23,453 Operating lease liability ( 1,253 ) Long term deferred tax liability ( 6,646 ) Other long-term liabilities ( 142 ) Fair value of net assets acquired $ 46,973 |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the Polymem Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 14 years $ 17,234 Developed technology 13 years 7,545 Trademark and tradename 14 years 557 Non-competition agreements 5 years 344 $ 25,680 |
ARTeSYN Biosolutions | |
Schedule of Business Combination Consideration Transferred | Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 130,713 Equity consideration 69,422 Contingent consideration 1,548 Settlement of preexisting liabilities 2,310 Fair value of net assets acquired $ 203,993 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 2,982 Accounts receivable 4,811 Inventory 8,592 Prepaid expenses and other current assets 5,561 Property and equipment 1,836 Operating lease right of use asset 1,611 Other noncurrent assets 26 Customer relationships 38,400 Developed technology 27,060 Trademark and tradename 1,630 Non-competition agreements 300 Goodwill 128,598 Accounts payable ( 2,251 ) Accrued liabilities ( 8,706 ) Deferred revenue ( 3,583 ) Deferred tax liabilities, net ( 1,240 ) Notes payable ( 24 ) Operating lease liability ( 417 ) Operating lease liability, long-term ( 1,193 ) Fair value of net assets acquired $ 203,993 |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the ARTeSYN Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 17 years $ 38,400 Developed technology 15 years 27,060 Trademark and tradename 21 years 1,630 Non-competition agreements 3 years 300 $ 67,390 |
Non Metallic Solutions | |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The components and allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 1,163 Accounts receivable 415 Inventory 334 Prepaid expenses and other current assets 13 Property and equipment 73 Operating lease right of use asset 194 Customer relationships 6,370 Developed technology 1,810 Trademark and tradename 190 Non-competition agreements 90 Goodwill 6,713 Deferred tax assets 24 Accounts payable ( 96 ) Accrued liabilities ( 999 ) Operating lease liability ( 136 ) Operating lease liability, long-term ( 59 ) Fair value of net assets acquired $ 16,099 |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the NMS Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 14 years $ 6,370 Developed technology 12 years 1,810 Trademark and tradename 15 years 190 Non-competition agreements 3 years 90 $ 8,460 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Revenues for the three and nine months ended September 30, 2021 and 2020 were as follows: Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 (Amounts in thousands) Product revenue $ 178,177 $ 94,029 $ 483,834 $ 257,521 Royalty and other income 39 31 179 91 Total revenue $ 178,216 $ 94,060 $ 484,013 $ 257,612 |
Summary of Receivables and Deferred Revenue from Contracts with Customers | The following table provides information about receivables and deferred revenue from contracts with customers as of September 30, 2021 (amounts in thousands): 2021 Balances from contracts with customers only: Accounts receivable, net of reserves $ 122,048 Deferred revenue (included in accrued liabilities in the consolidated balance sheets) $ 16,337 Revenue recognized during the nine-month period ended September 30, 2021 relating to: The beginning deferred revenue balance $ 13,071 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Changes in Carrying Value of Goodwill | The following table represents the change in the carrying value of goodwill for the nine months ended September 30, 2021 (amounts in thousands): Balance at December 31, 2020 $ 618,305 Measurement period adjustment - NMS ( 71 ) Measurement period adjustments - ARTeSYN ( 60 ) Acquisition of Polymem 23,453 Acquisition of Avitide 193,463 Cumulative translation adjustment ( 1,531 ) Balance at September 30, 2021 $ 833,559 |
Intangible assets | Intangible assets, net consisted of the following at September 30, 2021: September 30, 2021 Gross Carrying Value Accumulated Net Carrying Value Weighted Average Useful Life (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 141,039 $ ( 19,426 ) $ 121,613 17 Patents 240 ( 240 ) — 8 Customer relationships 257,297 ( 47,363 ) 209,934 15 Trademarks 7,367 ( 771 ) 6,596 19 Other intangibles 2,826 ( 1,506 ) 1,320 4 Total finite-lived intangible assets 408,769 ( 69,306 ) 339,463 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 409,469 $ ( 69,306 ) $ 340,163 Intangible assets consisted of the following at December 31, 2020: December 31, 2020 Gross Carrying Value Accumulated Net Carrying Value Weighted Average Useful Life (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 114,217 $ ( 14,444 ) $ 99,773 17 Patents 240 ( 240 ) — 8 Customer relationships 217,790 ( 37,333 ) 180,457 16 Trademarks 5,893 ( 541 ) 5,352 20 Other intangibles 2,142 ( 1,324 ) 818 3 Total finite-lived intangible assets 340,282 ( 53,882 ) 286,400 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 340,982 $ ( 53,882 ) $ 287,100 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of September 30, 2021, the Company expects to record the following amortization expense in future periods (amounts in thousands): Estimated Amortization For the Nine Months Ended September 30, Expense 2021 (remaining three months) $ 7,004 2022 25,840 2023 25,722 2024 25,088 2025 24,821 2026 and thereafter 230,988 Total $ 339,463 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Inventories | Inventories, net Inventories, net consists of the following: September 30, December 31, 2021 2020 (Amounts in thousands) Raw materials $ 105,157 $ 48,746 Work-in-process 7,860 8,084 Finished products 43,146 38,195 Total inventories, net $ 156,163 $ 95,025 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: September 30, December 31, 2021 2020 (Amounts in thousands) Land $ 1,023 $ 1,023 Buildings 764 1,007 Leasehold improvements 51,778 31,331 Equipment 65,764 43,072 Furniture, fixtures and office equipment 8,355 8,714 Computer hardware and software 21,436 15,397 Construction in progress 14,723 14,927 Other 497 455 Total property, plant and equipment 164,340 115,926 Less - Accumulated depreciation ( 64,688 ) ( 49,056 ) Total property, plant and equipment, net $ 99,652 $ 66,870 |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: September 30, December 31, 2021 2020 (Amounts in thousands) Employee compensation $ 34,056 $ 20,288 Income taxes payable 8,435 1,423 Royalty and license fees 1,497 466 Warranties 1,759 1,576 Professional fees 2,179 1,425 Deferred revenue 16,337 15,318 Other ( 869 ) 12,589 Total accrued liabilities $ 63,394 $ 53,085 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Carrying Value of Convertible Senior Notes | The net carrying value of the liability component of the 2019 Notes is as follows: September 30, December 31, 2021 2020 (Amounts in thousands) 0.375% Convertible Senior Notes due 2024: Principal amount $ 287,493 $ 287,500 Unamortized debt discount ( 30,793 ) ( 38,317 ) Unamortized debt issuance costs ( 4,377 ) ( 5,446 ) Net carrying amount $ 252,323 $ 243,737 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Amounts in thousands) Cost of product revenue $ 489 $ 563 $ 1,444 $ 1,421 Research and development 698 326 2,209 1,092 Selling, general and administrative 5,605 3,336 16,823 9,979 Total stock-based compensation $ 6,792 $ 4,225 $ 20,476 $ 12,492 |
Summary of Option Activity | Information regarding option activity for the nine months ended September 30, 2021 under the Plans is summarized below: Shares Weighted Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Options outstanding at December 31, 2020 696,711 $ 43.88 6.90 $ 102,958 Granted 38,824 $ 202.88 Exercised ( 70,935 ) $ 28.00 Forfeited/expired/cancelled ( 6,000 ) $ 48.05 Options outstanding at September 30, 2021 658,600 $ 54.93 6.55 $ 154,152 Options exercisable at September 30, 2021 343,909 $ 38.68 5.87 $ 86,085 Vested and expected to vest at September 30, 2021 (1) 637,504 6.53 $ 149,348 (1) Represents the number of vested options as of September 30, 2021 plus the number of unvested options expected to vest as of September 30, 2021 based on the unvested outstanding options at September 30, 2021 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Summary of Restricted Stock Unit Activity | The fair value of stock units is calculated using the closing price of the Company’s common stock on the date of grant. Information regarding stock unit activity, which includes activity for RSUs and performance stock units, for the nine months ended September 30, 2021 under the Plans is summarized below: Shares Weighted-Average Remaining Contractual Term Aggregate Intrinsic Value Unvested at December 31, 2020 665,540 3.32 $ 127,904 Awarded 164,968 Vested ( 185,922 ) Forfeited/expired/cancelled ( 24,825 ) Unvested at September 31, 2021 619,761 2.94 $ 179,105 Unvested and expected to vest at September 30, 2021 (1) 623,642 2.61 $ 180,226 (1) Represents the number of vested stock units as of September 30, 2021 plus the number of unvested stock units expected to vest as of September 30, 2021 based on the unvested outstanding stock units at September 30, 2021 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive (Loss) Income (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Summary of Changes in Accumulated Other Comprehensive (Loss) Income | The following shows the changes in the components of accumulated other comprehensive (loss) income for the nine months ended September 30, 2021 which consisted of only foreign currency translation adjustments for the periods shown (amounts in thousands): Foreign Currency Translation Adjustment Balance as of December 31, 2020 $ 2,085 Other comprehensive loss ( 12,004 ) Balance at September 30, 2021 $ ( 9,919 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Basic and Diluted Weighted Average Shares Outstanding | A reconciliation of basic and diluted weighted average shares outstanding is as follows: Three Months Ended Nine Months Ended 2021 2020 2021 2020 (Amounts in thousands, except per share data) Net income $ 33,498 $ 14,552 $ 99,181 $ 40,228 Weighted average shares used in computing net 55,015 52,545 54,918 52,341 Effect of dilutive shares: Options and stock units 919 916 913 951 Convertible senior notes 1,373 8 1,180 8 Dilutive effect of unvested performance stock units 61 — 61 — Dilutive potential common shares 2,353 924 2,154 959 Weighted average shares used in computing net 57,368 53,469 57,072 53,300 Earnings per share: Basic $ 0.61 $ 0.28 $ 1.81 $ 0.77 Diluted $ 0.58 $ 0.27 $ 1.74 $ 0.75 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2021 | |
Percentage by Geographic Area or Significant Customers | The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Three Months Ended Nine Months Ended September 30, September 30, 2021 2020 2021 2020 Revenue by customers' geographic locations: North America 44 % 50 % 42 % 48 % Europe 42 % 36 % 40 % 38 % APAC/Other 14 % 14 % 18 % 14 % Total revenue 100 % 100 % 100 % 100 % |
Percentage of Revenue from Significant Customers | September 30, December 31, 2021 2020 Pfizer Inc. 10 % N/A Cytiva N/A 11 % |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Financial assets and financial liabilities measured at fair value on a recurring basis (Details) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | $ 448,908 | $ 549,030 |
Level 1 | Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 448,908 | $ 549,030 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | 79,962 | |
Convertible Debt | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Contingent consideration | $ 79,962 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | Sep. 30, 2021 | Sep. 20, 2021 | Sep. 16, 2021 | Sep. 30, 2021 | Dec. 31, 2020 | Jul. 31, 2019 |
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | $ 621,098,000 | $ 621,098,000 | $ 717,292,000 | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Cash and cash equivalents | 448,900,000 | $ 448,900,000 | 549,000,000 | |||
0.375% Convertible Senior Notes due 2024 | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Principal amount | $ 287,500,000 | |||||
Notes, due date | Jul. 15, 2024 | |||||
Notes, frequency of periodic payment | semi-annually | |||||
Total convertible senior notes | 252,300,000 | $ 252,300,000 | 243,700,000 | |||
Fair value of convertible senior notes | 732,900,000 | 732,900,000 | $ 501,000,000 | |||
Senior convertible notes | 0.375% | |||||
Avitide, Inc. | ||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||
Upfront payment | $ 150,000,000 | $ 75,000,000 | ||||
Business combination contingent consideration | $ 80,000,000 | $ 79,962,000 | ||||
Additional undiscounted in contingent consideration earnout payments | $ 125,000,000 | |||||
Changes in revenue projection | $ 0 |
Fair Value Measurements - Sch_2
Fair Value Measurements - Schedule of Reconciliation of the Change in the Fair Value of Contingent Consideration - Earnout (Detail) - Contingent Consideration - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance as of December 31, 2020 | $ 79,962 | $ 0 |
Acquisition date fair value of contingent consideration - earnout | 79,962 | |
Change in fair value | 0 | |
Balance as of September 30, 2021 | $ 79,962 |
Fair Value Measurements - Sch_3
Fair Value Measurements - Schedule of Contingent Consideration Earnout Expect to be Required to Settle Include Significant Unobservable Inputs (Detail) - Contingent Consideration - USD ($) $ in Thousands | Sep. 30, 2021 | Sep. 20, 2021 | Dec. 31, 2020 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | $ 79,962 | $ 0 | ||
Monte Carlo Simulation | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Probability of success | 100.00% | |||
R&D and Commercialization-based Payments | Monte Carlo Simulation | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | 28,553 | |||
R&D and Commercialization-based Payments | Monte Carlo Simulation | Fair Value, Recurring | Probability of Success | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Weighted average discount rate | [1] | 100.00% | ||
R&D and Commercialization-based Payments | Monte Carlo Simulation | Fair Value, Recurring | Earnout Discount Rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Weighted average discount rate | [1] | 2.00% | ||
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Liabilities, fair value | $ 51,409 | |||
Volatility | 32.80% | |||
Revenue and volume discount rate | 9.40% | |||
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | Earnout Discount Rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Weighted average discount rate | [1] | 2.00% | ||
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | Volatility | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Weighted average discount rate | [1] | 32.80% | ||
Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | Revenue & Volume Discount Rate | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Weighted average discount rate | [1] | 9.40% | ||
Minimum | R&D and Commercialization-based Payments | Monte Carlo Simulation | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount Rate | 1.40% | |||
Minimum | Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount Rate | 1.40% | |||
Maximum | R&D and Commercialization-based Payments | Monte Carlo Simulation | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount Rate | 2.60% | |||
Maximum | Revenue and Volume Based Payments | Monte Carlo Simulation | Fair Value, Recurring | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Discount Rate | 2.60% | |||
[1] | Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Sep. 20, 2021 | Sep. 16, 2021 | Jun. 22, 2021 | Oct. 27, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ 120,979,000 | $ 28,445,000 | |||||
Goodwill | 833,559,000 | $ 618,305,000 | |||||
Selling, general and administrative | |||||||
Business Acquisition [Line Items] | |||||||
Transaction costs | $ 3,400,000 | 4,000,000 | |||||
Avitide, Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 150,000,000 | $ 75,000,000 | |||||
Shares issued for business acquisition | 271,096 | 271,096 | |||||
Value of common stock issued | $ 77,600,000 | $ 77,576,000 | |||||
Net liabilities assumed | 5,200,000 | ||||||
Business combination, consideration transferred | 232,542,000 | ||||||
Fair value of acquired finite lived intangible assets | 44,300,000 | ||||||
Goodwill | 193,463,000 | ||||||
Intangible Asset Residual Value | 193,500,000 | ||||||
Transaction costs | 600,000 | ||||||
Business combination contingent consideration | 80,000,000 | 79,962,000 | |||||
Avitide, Inc. | Capital Stock | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | 150,000,000 | ||||||
Payments to Acquire Businesses, Net of Cash Acquired | 149,400,000 | ||||||
Business combination, consideration transferred | 275,000,000 | ||||||
Business acquisition, Indemnification escrow | 800,000 | ||||||
Business combination contingent consideration | $ 125,000,000 | ||||||
Polymem S.A. | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 47,000,000 | ||||||
Net liabilities assumed | 2,200,000 | ||||||
Fair value of acquired finite lived intangible assets | 25,700 | ||||||
Goodwill | 23,453,000 | ||||||
Intangible Asset Residual Value | 23,500,000 | ||||||
Transaction costs | 1,900,000 | ||||||
Business acquisition, Indemnification escrow | 4,300,000 | ||||||
ARTeSYN Biosolutions | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 130,000 | $ 130,700,000 | |||||
Shares issued for business acquisition | 372,990 | ||||||
Value of common stock issued | 70,000,000 | $ 69,422,000 | |||||
Working capital adjustment | 100,000 | ||||||
Business combination, consideration transferred | 200,000,000 | 203,993,000 | |||||
Fair value of tangible assets acquired | 8,000,000 | ||||||
Fair value of acquired finite lived intangible assets | 67,400,000 | ||||||
Goodwill | 128,598,000 | ||||||
Intangible Asset Residual Value | 128,600,000 | ||||||
Business combination contingent consideration | $ 1,500,000 | 1,548,000 | |||||
Business combination settlement of preexisting invoices | 2,310,000 | ||||||
ARTeSYN Biosolutions | Goodwill [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Intangible Asset Residual Value | 128,600 | ||||||
Non Metallic Solutions | |||||||
Business Acquisition [Line Items] | |||||||
Working capital adjustment | 100,000 | ||||||
Business combination, consideration transferred | 16,100,000 | ||||||
Fair value of tangible assets acquired | 900,000 | ||||||
Fair value of acquired finite lived intangible assets | 8,500,000 | ||||||
Goodwill | 6,713,000 | ||||||
Intangible Asset Residual Value | 6,700,000 | ||||||
Transaction costs | 400,000 | $ 200,000 | |||||
Business combinations cash deposited in escrow account | $ 1,300,000 |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred (Detail) - USD ($) $ in Thousands | Sep. 16, 2021 | Oct. 27, 2020 | Sep. 30, 2021 |
Avitide, Inc. | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 75,004 | ||
Equity consideration | $ 77,600 | 77,576 | |
Contingent consideration | $ 80,000 | 79,962 | |
Fair value of net assets acquired | 232,542 | ||
ARTeSYN Biosolutions | |||
Business Acquisition [Line Items] | |||
Cash consideration | 130,713 | ||
Equity consideration | $ 70,000 | 69,422 | |
Contingent consideration | 1,500 | 1,548 | |
Settlement of preexisting liabilities | 2,310 | ||
Fair value of net assets acquired | $ 200,000 | $ 203,993 |
Acquisitions - Fair Value of Ne
Acquisitions - Fair Value of Net Assets Acquired (Detail) - USD ($) | Sep. 30, 2021 | Sep. 16, 2021 | Dec. 31, 2020 |
Business Acquisition [Line Items] | |||
Goodwill | $ 833,559,000 | $ 618,305,000 | |
Avitide, Inc. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 572,000 | ||
Accounts receivable | 228,000 | ||
Inventory | 400,000 | ||
Prepaid expenses and other current assets | 114,000 | ||
Property and equipment | 1,862,000 | ||
Operating lease right of use asset | 2,459,000 | ||
Business combination, intangible assets | $ 44,300,000 | ||
Goodwill | 193,463,000 | ||
Net liabilities assumed | $ 5,200,000 | ||
Accounts payable | (215,000) | ||
Accrued liabilities | (2,183,000) | ||
Operating lease liability | (782,000) | ||
Operating lease liability, long-term | (1,606,000) | ||
Long term deferred tax liability | (5,982,000) | ||
Other long-term liabilities | (58,000) | ||
Fair value of net assets acquired | 232,542,000 | ||
Avitide, Inc. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 23,310,000 | ||
Avitide, Inc. | Developed technology | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 19,610,000 | ||
Avitide, Inc. | Trademark and tradename | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 1,150,000 | ||
Avitide, Inc. | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 200,000 | ||
Polymem S.A. | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 353,000 | ||
Net working capital (excluding cash and inventory step-up) | 375,000 | ||
Inventory | 543,000 | ||
Property and equipment | 3,145,000 | ||
Operating lease right of use asset | 1,424,000 | ||
Other assets | 41,000 | ||
Business combination, intangible assets | 25,700 | ||
Goodwill | 23,453,000 | ||
Net liabilities assumed | 2,200,000 | ||
Operating lease liability | (1,253,000) | ||
Long term deferred tax liability | (6,646,000) | ||
Other long-term liabilities | (142,000) | ||
Fair value of net assets acquired | 46,973,000 | ||
Polymem S.A. | Customer relationships | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 17,234,000 | ||
Polymem S.A. | Developed technology | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 7,545,000 | ||
Polymem S.A. | Trademark and tradename | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 557,000 | ||
Polymem S.A. | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 344,000 | ||
ARTeSYN Biosolutions | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 2,982,000 | ||
Accounts receivable | 4,811,000 | ||
Inventory | 8,592,000 | ||
Prepaid expenses and other current assets | 5,561,000 | ||
Property and equipment | 1,836,000 | ||
Operating lease right of use asset | 1,611,000 | ||
Other assets | 26,000 | ||
Business combination, intangible assets | 67,400,000 | ||
Goodwill | 128,598,000 | ||
Accounts payable | (2,251,000) | ||
Accrued liabilities | (8,706,000) | ||
Deferred revenue | (3,583,000) | ||
Deferred tax liabilities ,net | (1,240,000) | ||
Notes payable | (24,000) | ||
Operating lease liability | (417,000) | ||
Operating lease liability, long-term | (1,193,000) | ||
Fair value of net assets acquired | 203,993,000 | ||
ARTeSYN Biosolutions | Customer relationships | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 38,400,000 | ||
ARTeSYN Biosolutions | Developed technology | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 27,060,000 | ||
ARTeSYN Biosolutions | Trademark and tradename | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 1,630,000 | ||
ARTeSYN Biosolutions | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 300,000 | ||
Non Metallic Solutions | |||
Business Acquisition [Line Items] | |||
Cash and cash equivalents | 1,163,000 | ||
Accounts receivable | 415,000 | ||
Inventory | 334,000 | ||
Prepaid expenses and other current assets | 13,000 | ||
Property and equipment | 73,000 | ||
Operating lease right of use asset | 194,000 | ||
Business combination, intangible assets | 8,500,000 | ||
Goodwill | 6,713,000 | ||
Deferred tax assets | 24,000 | ||
Accounts payable | (96,000) | ||
Accrued liabilities | (999,000) | ||
Operating lease liability | (136,000) | ||
Operating lease liability, long-term | (59,000) | ||
Fair value of net assets acquired | 16,099,000 | ||
Non Metallic Solutions | Customer relationships | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 6,370,000 | ||
Non Metallic Solutions | Developed technology | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 1,810,000 | ||
Non Metallic Solutions | Trademark and tradename | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | 190,000 | ||
Non Metallic Solutions | Non-competition agreements | |||
Business Acquisition [Line Items] | |||
Business combination, intangible assets | $ 90,000 |
Acquisitions - Estimated Useful
Acquisitions - Estimated Useful Life and Fair Value (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Avitide, Inc. | |
Fair Value | $ 44,270 |
Polymem S.A. | |
Fair Value | 25,680 |
ARTeSYN Biosolutions | |
Fair Value | 67,390 |
Non Metallic Solutions | |
Fair Value | $ 8,460 |
Customer Relationships [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 13 years |
Fair Value | $ 23,310 |
Customer Relationships [Member] | Polymem S.A. | |
Weighted Average Useful Life (in years) | 14 years |
Fair Value | $ 17,234 |
Customer Relationships [Member] | ARTeSYN Biosolutions | |
Weighted Average Useful Life (in years) | 17 years |
Fair Value | $ 38,400 |
Customer Relationships [Member] | Non Metallic Solutions | |
Weighted Average Useful Life (in years) | 14 years |
Fair Value | $ 6,370 |
Developed Technology Rights [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 19,610 |
Developed Technology Rights [Member] | Polymem S.A. | |
Weighted Average Useful Life (in years) | 13 years |
Fair Value | $ 7,545 |
Developed Technology Rights [Member] | ARTeSYN Biosolutions | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 27,060 |
Developed Technology Rights [Member] | Non Metallic Solutions | |
Weighted Average Useful Life (in years) | 12 years |
Fair Value | $ 1,810 |
Trademark and tradename [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 18 years |
Fair Value | $ 1,150 |
Trademark and tradename [Member] | Polymem S.A. | |
Weighted Average Useful Life (in years) | 14 years |
Fair Value | $ 557 |
Trademark and tradename [Member] | ARTeSYN Biosolutions | |
Weighted Average Useful Life (in years) | 21 years |
Fair Value | $ 1,630 |
Trademark and tradename [Member] | Non Metallic Solutions | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 190 |
Noncompete Agreements [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 3 years |
Fair Value | $ 200 |
Noncompete Agreements [Member] | Polymem S.A. | |
Weighted Average Useful Life (in years) | 5 years |
Fair Value | $ 344 |
Noncompete Agreements [Member] | ARTeSYN Biosolutions | |
Weighted Average Useful Life (in years) | 3 years |
Fair Value | $ 300 |
Noncompete Agreements [Member] | Non Metallic Solutions | |
Weighted Average Useful Life (in years) | 3 years |
Fair Value | $ 90 |
Summary of Disaggregation of Pr
Summary of Disaggregation of Product Revenues from Contracts with Customers by Major Product Line (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 178,216 | $ 94,060 | $ 484,013 | $ 257,612 |
Product Revenue | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | 178,177 | 94,029 | 483,834 | 257,521 |
Royalty and Other Income | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenue | $ 39 | $ 31 | $ 179 | $ 91 |
Summary of Receivables and Defe
Summary of Receivables and Deferred Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Balances from contracts with customers only: | ||
Accounts receivable, net of reserves | $ 122,048 | $ 71,389 |
Deferred revenue (included in accrued liabilities in the consolidated balance sheets) | 16,337 | |
Revenue recognized during the nine-month period ended September 30, 2021 relating to: | ||
The beginning deferred revenue balance | $ 13,071 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Other Revenues [Line Items] | |||||
Revenue | $ 178,216,000 | $ 94,060,000 | $ 484,013,000 | $ 257,612,000 | |
Revenue Benchmark [Member] | |||||
Other Revenues [Line Items] | |||||
Revenue | $ 0 | ||||
Revenue Benchmark [Member] | Customer Concentration Risk | Minimum [Member] | |||||
Other Revenues [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | ||||
Pfizer [Member] | Revenue Benchmark [Member] | |||||
Other Revenues [Line Items] | |||||
Revenue | $ 19,100,000 | ||||
Pfizer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk | |||||
Other Revenues [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | ||||
Pfizer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk | Minimum [Member] | |||||
Other Revenues [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 10.00% | |||
Millipore Sigma [Member] | Revenue Benchmark [Member] | |||||
Other Revenues [Line Items] | |||||
Revenue | $ 29,400,000 | ||||
Millipore Sigma [Member] | Revenue Benchmark [Member] | Customer Concentration Risk | |||||
Other Revenues [Line Items] | |||||
Concentration Risk, Percentage | 11.00% | ||||
Millipore Sigma [Member] | Revenue Benchmark [Member] | Customer Concentration Risk | Minimum [Member] | |||||
Other Revenues [Line Items] | |||||
Concentration Risk, Percentage | 10.00% | 10.00% |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Goodwill [Line Items] | |
Balance at December 31, 2020 | $ 618,305 |
Cumulative translation adjustment | (1,531) |
Balance at September 30, 2021 | 833,559 |
Non Metallic Solutions | |
Goodwill [Line Items] | |
Measurement period adjustments | (71) |
Balance at September 30, 2021 | 6,713 |
ARTeSYN Biosolutions | |
Goodwill [Line Items] | |
Measurement period adjustments | (60) |
Balance at September 30, 2021 | 128,598 |
Polymem S.A. | |
Goodwill [Line Items] | |
Acquisition of goodwill | 23,453 |
Balance at September 30, 2021 | 23,453 |
Avitide, Inc. | |
Goodwill [Line Items] | |
Acquisition of goodwill | 193,463 |
Balance at September 30, 2021 | $ 193,463 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2021 | Dec. 31, 2020 | |
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 408,769 | $ 340,282 |
Gross Carrying Value | 409,469 | 340,982 |
Accumulated Amortization | (69,306) | (53,882) |
Accumulated Amortization | (69,306) | (53,882) |
Net Carrying Value | 339,463 | 286,400 |
Net Carrying Value | $ 340,163 | $ 287,100 |
Weighted Average Useful Life (in years) | 16 years | 16 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 700 | $ 700 |
Net Carrying Value | 700 | 700 |
Technology - developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | 141,039 | 114,217 |
Accumulated Amortization | (19,426) | (14,444) |
Net Carrying Value | $ 121,613 | $ 99,773 |
Weighted Average Useful Life (in years) | 17 years | 17 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 240 | $ 240 |
Accumulated Amortization | (240) | (240) |
Net Carrying Value | ||
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 257,297 | $ 217,790 |
Accumulated Amortization | (47,363) | (37,333) |
Net Carrying Value | $ 209,934 | $ 180,457 |
Weighted Average Useful Life (in years) | 15 years | 16 years |
Trademarks | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 7,367 | $ 5,893 |
Accumulated Amortization | (771) | (541) |
Net Carrying Value | $ 6,596 | $ 5,352 |
Weighted Average Useful Life (in years) | 19 years | 20 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 2,826 | $ 2,142 |
Accumulated Amortization | (1,506) | (1,324) |
Net Carrying Value | $ 1,320 | $ 818 |
Weighted Average Useful Life (in years) | 4 years | 3 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Finite-Lived Intangible Liabilities [Line Items] | |||||
Amortization expense | $ 5.7 | $ 4 | $ 16.1 | $ 11.8 | |
Impairment of intangible assets | $ 0 | $ 0 |
Amortization Expense for Amorti
Amortization Expense for Amortized Intangible Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Liabilities [Line Items] | ||
2021 (remaining three months) | $ 7,004 | |
2022 | 25,840 | |
2023 | 25,722 | |
2024 | 25,088 | |
2025 | 24,821 | |
2026 and thereafter | 230,988 | |
Total | $ 339,463 | $ 286,400 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Inventory [Line Items] | ||
Raw materials | $ 105,157 | $ 48,746 |
Work-in-process | 7,860 | 8,084 |
Finished products | 43,146 | 38,195 |
Total inventories, net | $ 156,163 | $ 95,025 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 1,023 | $ 1,023 |
Buildings | 764 | 1,007 |
Leasehold improvements | 51,778 | 31,331 |
Equipment | 65,764 | 43,072 |
Furniture, fixtures and office equipment | 8,355 | 8,714 |
Computer hardware and software | 21,436 | 15,397 |
Construction in progress | 14,723 | 14,927 |
Other | 497 | 455 |
Total property, plant and equipment | 164,340 | 115,926 |
Less - Accumulated depreciation | (64,688) | (49,056) |
Total property, plant and equipment, net | $ 99,652 | $ 66,870 |
Consolidated Balance Sheet - Ad
Consolidated Balance Sheet - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Depreciation | $ 4.3 | $ 2.8 | $ 11.3 | $ 7.8 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 34,056 | $ 20,288 |
Income taxes payable | 8,435 | 1,423 |
Royalty and license fees | 1,497 | 466 |
Warranties | 1,759 | 1,576 |
Professional fees | 2,179 | 1,425 |
Deferred revenue | 16,337 | 15,318 |
Other | 869 | 12,589 |
Total accrued liabilities | $ 63,394 | $ 53,085 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) - USD ($) $ in Thousands | Jul. 19, 2019 | Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Jul. 31, 2019 |
Debt Instrument [Line Items] | ||||||
Accretion of the debt discount | $ 8,592 | $ 8,175 | ||||
Repayment of convertible debt | 9 | |||||
Repayment of convertible debt | $ 9 | |||||
0.375% Convertible Senior Notes due 2024 | ||||||
Debt Instrument [Line Items] | ||||||
Notes issued | $ 287,500 | $ 287,500 | ||||
Notes, interest rate | 0.375% | |||||
Proceeds from issuance of convertible senior notes, net of costs | $ 278,500 | |||||
Interest repayment terms | Interest is payable semi-annually in arrears on January 15 and July 15 of each year, beginning on January 15, 2020. | |||||
Notes, due date | Jul. 15, 2024 | |||||
Contractual coupon interest | $ 300 | $ 800 | ||||
Accretion of the debt discount | 2,500 | 7,500 | ||||
Amortization of the debt issuance costs | $ 400 | $ 1,100 | ||||
Effective interest rate on the Notes | 5.10% | 5.10% | ||||
Notes, carrying value | $ 252,300 | $ 252,300 | $ 243,700 | |||
Fair value of the note | 732,900 | 732,900 | $ 501,000 | |||
Additional Notes issued | $ 37,500 | |||||
Debt instrument amount convertible into equity | 6,000 | 6,000 | ||||
Loss on conversion of debt included in other expenses | $ 1,000 | $ 6,000 | ||||
Excess common stock price percentage | 130.00% |
Convertible Senior Notes - Conv
Convertible Senior Notes - Convertible Debt (Detail) - 0.375% Convertible Senior Notes due 2024 - USD ($) $ in Thousands | Sep. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Principal amount | $ 287,493 | $ 287,500 |
Unamortized debt discount | (30,793) | (38,317) |
Unamortized debt issuance costs | (4,377) | (5,446) |
Net carrying amount | $ 252,323 | $ 243,737 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | Dec. 31, 2018 | |
Stockholders Equity Note Disclosure [Line Items] | ||||||
Stock-based compensation expense | $ 6,792 | $ 4,225 | $ 20,476 | $ 12,492 | ||
Incentive options, term | 10 years | |||||
Stock options, outstanding | 658,600 | 723,914 | 658,600 | 723,914 | 696,711 | |
Closing price of common stock | $ 288.99 | $ 288.99 | ||||
Aggregate intrinsic value of stock options exercised | $ 14,500 | $ 30,700 | ||||
Weighted average grant date fair value of share-based awards granted | $ 88.01 | $ 48.13 | ||||
Total fair value of stock options vested | $ 2,600 | $ 2,600 | ||||
Total unrecognized compensation cost | $ 61,300 | $ 61,300 | ||||
Unrecognized compensation cost, weighted average remaining requisite service period | 3 years 29 days | |||||
Number of unvested options and restricted stock units | 1,950,908 | 1,950,908 | ||||
2018 Plan | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Common stock shares reserved for Issuance | 2,778,000 | |||||
Employee Stock Option | Minimum | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Incentive options, vesting period | 3 years | |||||
Employee Stock Option | Minimum | Vest Over Three Year | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Incentive options, vesting percentage | 20.00% | |||||
Employee Stock Option | Maximum | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Incentive options, vesting period | 5 years | |||||
Employee Stock Option | Maximum | Vest Over Three Year | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Incentive options, vesting percentage | 33.00% | |||||
Non-Employee Directors | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Incentive options, vesting period | 9 years | |||||
Unvested Options | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Incentive options, vesting period | 5 years | |||||
Restricted Stock Units and Performance Stock Units | ||||||
Stockholders Equity Note Disclosure [Line Items] | ||||||
Restricted stock units, outstanding | 619,761 | 675,567 | 619,761 | 675,567 | 665,540 | |
Closing price of common stock | $ 288.99 | $ 288.99 | ||||
Aggregate intrinsic value of restricted stock units vested | $ 39,200 | $ 25,000 | ||||
Weighted average grant date fair value of restricted stock units granted | $ 58.10 | $ 43.73 | ||||
Total grant date fair value of restricted stock units vested | $ 10,800 | $ 9,800 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 6,792 | $ 4,225 | $ 20,476 | $ 12,492 |
Cost of product revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 489 | 563 | 1,444 | 1,421 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 698 | 326 | 2,209 | 1,092 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 5,605 | $ 3,336 | $ 16,823 | $ 9,979 |
Summary of Option Activity (Det
Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Dec. 31, 2020 | ||
Options Outstanding | |||
Options outstanding at December 31, 2020 | shares | 696,711 | ||
Granted | shares | 38,824 | ||
Exercised | shares | (70,935) | ||
Forfeited/expired/cancelled | (6,000) | ||
Options outstanding at September 30, 2021 | shares | 658,600 | 696,711 | |
Options exercisable at September 30, 2021 | shares | 343,909 | ||
Vested and expected to vest at September 30, 2021(1) | shares | [1] | 637,504 | |
Weighted-Average Exercise Price Per Share | |||
Options outstanding at December 31, 2020 | $ 43.88 | ||
Granted | 202.88 | ||
Exercised | 28 | ||
Forfeited/expired/cancelled | 48.05 | ||
Options outstanding at September 30, 2021 | 54.93 | $ 43.88 | |
Options exercisable at September 30, 2021 | $ 38.68 | ||
Weighted-Average Remaining Contractual Term (in years) | |||
Options outstanding | 6 years 6 months 18 days | 6 years 10 months 24 days | |
Options exercisable at September 30, 2021 | 5 years 10 months 13 days | ||
Vested and expected to vest at September 30, 2021 | [1] | 6 years 6 months 10 days | |
Aggregate Intrinsic Value | |||
Options outstanding | $ 154,152 | $ 102,958 | |
Options exercisable at September 30, 2021 | 86,085 | ||
Vested and expected to vest at September 30, 2021 | [1] | $ 149,348 | |
[1] | Represents the number of vested options as of September 30, 2021 plus the number of unvested options expected to vest as of September 30, 2021 based on the unvested outstanding options at September 30, 2021 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Summary of Option Activity (Par
Summary of Option Activity (Parenthetical) (Detail) - Employee Stock Option | Sep. 30, 2021 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8.00% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3.00% |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units and Performance Stock Units - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021 | Dec. 31, 2020 | Sep. 30, 2020 | ||
Options Outstanding | ||||
Unvested at December 31, 2020 | 665,540 | |||
Awarded | 164,968 | |||
Vested | (185,922) | |||
Forfeited/expired/cancelled | (24,825) | |||
Unvested at September 31, 2021 | 619,761 | 665,540 | 675,567 | |
Unvested and expected to vest at September 30, 2021 | [1] | 623,642 | ||
Weighted-Average Remaining Contractual Term (in years) | ||||
Unvested at December 31, 2020 | 2 years 11 months 8 days | 3 years 3 months 25 days | ||
Unvested and expected to vest at June 30, 2021 | [1] | 2 years 7 months 9 days | ||
Aggregate Intrinsic Value | ||||
Unvested at September 31, 2021 | $ 179,105 | $ 127,904 | ||
Unvested and expected to vest at September 30, 2021(1) | [1] | $ 180,226 | ||
[1] | Represents the number of vested options as of September 30, 2021 plus the number of unvested options expected to vest as of September 30, 2021 based on the unvested outstanding options at September 30, 2021 adjusted for estimated forfeiture rates of 8 % for awards granted to non-executive level employees and 3 % for awards granted to executive level employees. |
Summary of Restricted Stock U_2
Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units and Performance Stock Units | Sep. 30, 2021 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8.00% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
NGL Impact A [Member] | Research and Development Arrangement [Member] | ||||
Commitments and Contingencies [Line Items] | ||||
Payments to Navigo in connection with this program, which are recorded to research and development expenses | $ 0.5 | $ 0.2 | $ 1.3 | $ 0.4 |
Change in Accumulated Other Com
Change in Accumulated Other Comprehensive Loss (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2021USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | $ 1,529,150 |
Ending Balance | 1,715,265 |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | 2,085 |
Other comprehensive loss | (12,004) |
Ending Balance | $ (9,919) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Income Taxes [Line Items] | ||||
Corporate tax rate | 21.00% | 21.00% | 21.00% | 21.00% |
Income tax (benefit) provision | 18.80% | 18.00% | 16.40% | 9.50% |
Income tax provision | $ 7,734 | $ 3,191 | $ 19,514 | $ 4,211 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | Sep. 20, 2021 | Dec. 31, 2020 | Jul. 31, 2019 | Jul. 19, 2019 | |
Stock options, outstanding | 658,600 | 723,914 | 658,600 | 723,914 | 696,711 | |||
Stock options, weighted average exercise price | $ 54.93 | $ 41.03 | $ 54.93 | $ 41.03 | $ 43.88 | |||
Common stock excluded from calculation of diluted earnings per share | 44,912 | 60,202 | 63,770 | 117,160 | ||||
Dilutive effect on shares of conversion premium | 1,373,341 | 0 | 1,180,425 | 0 | ||||
Contingent consideration obligation for earnout payments | $ 80 | |||||||
0.375% Convertible Senior Notes due 2024 | ||||||||
Principal amount | $ 287.5 | $ 287.5 | ||||||
Restricted Stock Units and Performance Stock Units | ||||||||
Restricted stock units, outstanding | 619,761 | 675,567 | 619,761 | 675,567 | 665,540 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic and Diluted Shares Amounts (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||||
Net income | $ 33,498 | $ 14,552 | $ 99,181 | $ 40,228 |
Weighted average shares used in computing net income per share - basic | 55,015 | 52,545 | 54,918 | 52,341 |
Effect of dilutive shares: | ||||
Options and stock units | 919 | 916 | 913 | 951 |
Convertible senior notes | 1,373 | 8 | 1,180 | 8 |
Dilutive effect of unvested performance stock units | 61 | 0 | 61 | 0 |
Dilutive potential common shares | 2,353 | 924 | 2,154 | 959 |
Weighted average shares used in computing net income per share - diluted | 57,368 | 53,469 | 57,072 | 53,300 |
Earnings per share: | ||||
Basic | $ 0.61 | $ 0.28 | $ 1.81 | $ 0.77 |
Diluted | $ 0.58 | $ 0.27 | $ 1.74 | $ 0.75 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Spectrum Inc. - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Related Party Transaction [Line Items] | ||||
Rent expense | $ 0.2 | $ 0.1 | $ 0.5 | $ 0.5 |
Principal Owner | Minimum | ||||
Related Party Transaction [Line Items] | ||||
Non controlling ownership interest minimum | 5.00% | 5.00% |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2021USD ($) | Sep. 30, 2020USD ($) | Sep. 30, 2021USD ($)Segment | Sep. 30, 2020USD ($) | Dec. 31, 2020USD ($) | |
Number of operating segments | Segment | 1 | ||||
Revenue | $ 178,216,000 | $ 94,060,000 | $ 484,013,000 | $ 257,612,000 | |
Sales Revenue | |||||
Revenue | $ 0 | ||||
Sales Revenue | Millipore Sigma [Member] | |||||
Revenue | $ 29,400,000 | ||||
Sales Revenue | Pfizer [Member] | |||||
Revenue | $ 19,100,000 | ||||
Customer Concentration Risk | Sales Revenue | Minimum [Member] | |||||
Accounts receivable, percentage by customer | 10.00% | ||||
Customer Concentration Risk | Sales Revenue | Millipore Sigma [Member] | |||||
Accounts receivable, percentage by customer | 11.00% | ||||
Customer Concentration Risk | Sales Revenue | Millipore Sigma [Member] | Minimum [Member] | |||||
Accounts receivable, percentage by customer | 10.00% | 10.00% | |||
Customer Concentration Risk | Sales Revenue | Pfizer [Member] | |||||
Accounts receivable, percentage by customer | 11.00% | ||||
Customer Concentration Risk | Sales Revenue | Pfizer [Member] | Minimum [Member] | |||||
Accounts receivable, percentage by customer | 10.00% | 10.00% |
Segment Reporting - Percentage
Segment Reporting - Percentage of Revenue by Geographic Area (Detail) - Geographic Concentration Risk - Total Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2021 | Sep. 30, 2020 | Sep. 30, 2021 | Sep. 30, 2020 | |
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 100.00% | 100.00% | 100.00% | 100.00% |
North America | ||||
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 44.00% | 50.00% | 42.00% | 48.00% |
Europe | ||||
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 42.00% | 36.00% | 40.00% | 38.00% |
APAC/Other | ||||
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 14.00% | 14.00% | 18.00% | 14.00% |
Segment Reporting - Percentag_2
Segment Reporting - Percentage of Revenue from Significant Customers (Detail) - Customer Concentration Risk | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2021 | Sep. 30, 2021 | Sep. 30, 2020 | Dec. 31, 2020 | |
Sales Revenue | Pfizer | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues, percentage by country | 11.00% | |||
Sales Revenue | MilliporeSigma | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues, percentage by country | 11.00% | |||
Trade Accounts Receivable | Pfizer | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues, percentage by country | 10.00% | |||
Trade Accounts Receivable | Cytiva | ||||
Revenue, Major Customer [Line Items] | ||||
Revenues, percentage by country | 11.00% |