Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | Apr. 25, 2022 | |
Cover [Abstract] | ||
Amendment Flag | false | |
Document Type | 10-Q | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
Entity Central Index Key | 0000730272 | |
Current Fiscal Year End Date | --12-31 | |
Document Period End Date | Mar. 31, 2022 | |
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 | 55,433,161 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 584,640 | $ 603,814 |
Accounts receivable, net of reserves of $1,364 and $1,417 at March 31, 2022 and December 31, 2021, respectively | 122,435 | 117,420 |
Inventories, net | 213,775 | 184,494 |
Prepaid expenses and other current assets | 23,939 | 25,949 |
Total current assets | 944,789 | 931,677 |
Property, plant and equipment, net | 147,627 | 124,964 |
Intangible assets, net | 329,928 | 337,274 |
Goodwill | 859,488 | 860,362 |
Deferred tax assets | 1,611 | 1,903 |
Operating lease right of use assets | 99,750 | 101,559 |
Other noncurrent assets | 631 | 615 |
Total noncurrent assets | 1,439,035 | 1,426,677 |
Total assets | 2,383,824 | 2,358,354 |
Current liabilities: | ||
Accounts payable | 38,280 | 36,203 |
Operating lease liability | 9,882 | 8,303 |
Current contingent consideration | 27,790 | 0 |
Accrued liabilities | 65,114 | 75,498 |
Convertible senior notes, current portion, net | 283,267 | 255,258 |
Total current liabilities | 424,333 | 375,262 |
Deferred tax liabilities | 25,858 | 33,480 |
Noncurrent operating lease liability | 100,435 | 102,492 |
Noncurrent contingent consideration | 64,037 | 94,238 |
Other noncurrent liabilities | 2,760 | 2,815 |
Total noncurrent liabilities | 193,090 | 233,025 |
Total liabilities | 617,423 | 608,287 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $0.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | 0 | 0 |
Common stock, $0.01 par value; 80,000,000 shares authorized; 55429046 shares at March 31,2022 and 55321457 shares at December 31, 2021 issued and outstanding | 554 | 553 |
Additional paid-in capital | 1,529,144 | 1,572,340 |
Accumulated other comprehensive loss | (21,574) | (16,886) |
Accumulated earnings | 258,277 | 194,060 |
Total stockholders' equity | 1,766,401 | 1,750,067 |
Total liabilities and stockholders' equity | $ 2,383,824 | $ 2,358,354 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Accounts receivable, reserve for doubtful accounts | $ 1,364 | $ 1,417 |
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 | 55,429,046 | 55,321,457 |
Common stock, shares outstanding | 55,429,046 | 55,321,457 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Revenue: | ||
Revenue | $ 206,400 | $ 142,837 |
Costs and operating expenses: | ||
Cost of product revenue | 82,356 | 59,747 |
Research and development | 12,155 | 7,612 |
Selling, general and administrative | 54,300 | 39,095 |
Contingent consideration | (2,411) | |
Total costs and operating expenses | 146,400 | 106,454 |
Income from operations | 60,000 | 36,383 |
Other income (expenses): | ||
Investment income | 77 | 52 |
Interest expense | (292) | (2,754) |
Amortization of debt issuance costs | (452) | (352) |
Other expenses | (402) | (224) |
Other expenses, net | (1,069) | (3,278) |
Income before income taxes | 58,931 | 33,105 |
Income tax provision | 11,967 | 3,655 |
Net income | $ 46,964 | $ 29,450 |
Earnings per share: | ||
Basic | $ 0.85 | $ 0.54 |
Diluted | $ 0.81 | $ 0.52 |
Weighted average common shares outstanding: | ||
Basic | 55,353 | 54,805 |
Diluted | 58,816 | 56,869 |
Net income | $ 46,964 | $ 29,450 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (4,688) | (9,579) |
Comprehensive income | 42,276 | 19,871 |
Products | ||
Revenue: | ||
Revenue | 206,363 | 142,737 |
Royalty and other revenue | ||
Revenue: | ||
Revenue | $ 37 | $ 100 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-In Capital | Accumulated Other Comprehensive Income (Loss) | Retained Earnings |
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 | 29,450 | 29,450 | |||
Issuance of common stock for debt conversion | 1 | $ 0 | 1 | ||
Issuance of common stock for debt conversion (in shares) | 3 | ||||
Exercise of stock options and vesting of stock units | 508 | $ 1 | 507 | ||
Exercise of stock options and vesting of stock units (in shares) | 138,405 | ||||
True-up of costs related to the December 2020 issuance of common stock | 145 | ||||
Stock-based compensation expense | 6,541 | 6,541 | |||
Stock Issued During Period, Value, Acquisitions | 145 | ||||
Balance at Mar. 31, 2021 | 1,556,216 | $ 549 | 1,467,942 | (7,494) | 95,219 |
Ending Balance (in shares) at Mar. 31, 2021 | 54,899,245 | ||||
Translation adjustment | (9,579) | (9,579) | |||
Balance at Dec. 31, 2021 | 1,750,067 | $ 553 | 1,572,340 | (16,886) | 194,060 |
Balance (Accounting Standards Update 2020-06 [Member]) at Dec. 31, 2021 | (21,817) | (39,070) | 17,253 | ||
Beginning Balance (in shares) at Dec. 31, 2021 | 55,321,457 | ||||
Net income | 46,964 | 46,964 | |||
Issuance of common stock for debt conversion | (2) | $ 0 | (2) | ||
Issuance of common stock for debt conversion (in shares) | 8 | ||||
Exercise of stock options and vesting of stock units | 297 | $ 2 | 295 | ||
Exercise of stock options and vesting of stock units (in shares) | 170,990 | ||||
Tax withholding on vesting of restricted stock units | (12,311) | $ (1) | 12,310 | ||
Tax withholding on vesting of restricted stock units (in shares) | 63,409 | ||||
Stock-based compensation expense | 7,915 | 7,915 | |||
Other | (24) | ||||
Balance at Mar. 31, 2022 | 1,766,401 | $ 554 | $ 1,529,144 | (21,574) | $ 258,277 |
Ending Balance (in shares) at Mar. 31, 2022 | 55,429,046 | ||||
Translation adjustment | $ (4,688) | $ (4,688) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 46,964 | $ 29,450 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Inventory step-up amortization | 1,598 | |
Depreciation and amortization | 11,834 | 8,444 |
Amortization of debt discount and issuance costs | 452 | 2,828 |
Stock-based compensation expense | 7,915 | 6,541 |
Deferred income taxes, net | 1,045 | 789 |
Contingent consideration | (2,411) | |
Other | 73 | 6 |
Changes in operating assets and liabilities, excluding impact of acquisitions: | ||
Accounts receivable | (6,269) | (19,779) |
Unbilled receivables | 11 | |
Inventories | (30,037) | (17,025) |
Prepaid expenses and other assets | 272 | (2,414) |
Other assets | 1,310 | 538 |
Accounts payable | 2,200 | 3,725 |
Accrued expenses | (9,999) | (4,906) |
Long-term liabilities | (247) | (533) |
Total cash provided by operating activities | 23,113 | 9,262 |
Cash flows from investing activities: | ||
Acquisitions, net of cash acquired | 71 | |
Additions to capitalized software costs | (1,027) | (1,484) |
Purchases of property, plant and equipment | (27,204) | (7,584) |
Sale of property, plant and equipment | 17 | |
Total cash used in investing activities | (28,214) | (8,997) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 296 | 508 |
Payment of tax withholding obligation on vesting of restricted stock | (12,311) | |
Repayment of convertible senior notes | (6) | (1) |
Total cash provided by financing activities | (12,021) | 507 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (2,052) | (6,746) |
Net (decrease) increase in cash, cash equivalents and restricted cash | (19,174) | (5,974) |
Cash, cash equivalents and restricted cash, beginning of period | 603,814 | 717,292 |
Cash and cash equivalents, end of period | 584,640 | 711,318 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Assets acquired under operating leases | $ 1,119 | $ 3,182 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
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 United States 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, 2021, which was filed with the SEC on February 17, 2022 (“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 pandemic (“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., ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”), Polymem S.A. (“Polymem”), Avitide LLC, Newton T&M Corp ("NTM"), Bio-Flex Solutions, L.L.C. ("BioFlex") 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 Standards Updates – Adopted During the Period Effective January 1, 2022, the Company adopted 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)” using the modified retrospective method of adoption. 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. Consequently, a convertible instrument will be accounted for as a single liability measured at its amortized cost as long as no other features of such convertible instrument require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments will typically be closer to the coupon interest rate when applying the guidance in Topic 835, “Interest.” We now account for our 0.375% convertible senior notes due July 15, 2024 (the "2019 Notes") as a single liability measured at amortized cost. As a result, the adoption of ASU 2020-06 had a material impact on our consolidated financial statements, resulting in adjustments of $ 39.1 million, $ 17.3 million, and $ 27.6 million to the opening balances of additional paid-in capital, retained earnings and convertible senior notes, current portion, net, respectively, on our consolidated balance sheet as of January 1, 2022. Additionally, due to the adoption of ASU 2020-06, we reversed the remaining balance of the deferred tax liability of $ 6.4 million, which was initially recorded in connection with the 2019 Notes. See Note 7, “Convertible Senior Notes,” for more information, including modified disclosures as required by ASU 2020-06 upon adoption. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021 (amounts in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 435,969 $ — $ — $ 435,969 Liabilities: Short-term contingent consideration $ — $ — $ 27,790 $ 27,790 Long-term contingent consideration $ — $ — $ 64,037 $ 64,037 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 460,936 $ — $ — $ 460,936 Liabilities: Long-term contingent consideration $ — $ — $ 94,238 $ 94,238 Cash and cash equivalents As of March 31, 2022 and December 31, 2021, cash and cash equivalents on the Company's consolidated balance sheets included $ 436.0 million and $ 460.9 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, 2021 $ 94,238 Contingent consideration ( 2,411 ) Balance as of March 31, 2022 $ 91,827 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 (amounts in thousands, except percentage data): Contingent Consideration Earnout Fair Value as of Valuation Technique Unobservable Input Range Weighted Average (1) Probability of Commercialization-based Monte Carlo Success 100 % 100 % payments $ 28,870 Simulation Earnout Discount Rate 3.2 %- 4.2 % 3.7 % Volatility 26.4 % 26.4 % Revenue and Volume- Monte Carlo Revenue & Volume based payments $ 62,957 Simulation Discount Rate 7.9 % 7.9 % Earnout Discount Rate 3.2 %- 4.2 % 3.7 % (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 three months ended March 31, 2022 that would cause a material change in amounts reported as of March 31, 2022. Fair Value Measured on a Nonrecurring Basis During the three months ended March 31, 2022, 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 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 March 31, 2022 and December 31, 2021, the carrying value of the 2019 Notes was $ 283.3 million and $ 255.3 million, respectively, net of unamortized discount and issuance costs, and the fair value of the 2019 Notes was $ 490.2 million and $ 678.5 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 March 31, 2022. The 2019 Notes are discussed in more detail in Note 7, “Convertible Senior Notes” to this report. |
Acquisitions
Acquisitions | 3 Months Ended |
Mar. 31, 2022 | |
Business Combination and Asset Acquisition [Abstract] | |
Acquisitions | 3. Acquisitions 2021 Acquisitions Bio-Flex Solutions L.L.C. and Newton T&M Corp. On November 29, 2021, the Company entered into an Equity Purchase Agreement with BioFlex, NTM and each of Ralph Meola and Jason Nisler, to acquire 100 % of the outstanding securities of BioFlex and NTM (collectively, the “NTM Acquisition”). The transaction closed on December 16, 2021. NTM, which is headquartered in Newton, New Jersey, is the parent company of BioFlex and focuses on manufacturing of products, while BioFlex, also headquartered in Newton, New Jersey, commercializes branded products to biotech customers. The NTM Acquisition complements and expands the Company's filtration offering paths as the industry migrates to single-use flow paths solutions for monoclonal antibody ("mAb"), vaccine and cell and gene therapy ("C>") applications, with a focus on single-use fluid management components, including single-use clamps, adapters, end caps and hose assemblies. The NTM Acquisition streamlines and increases control over many components in the Company's single-use supply chain which ultimately should drive reduced lead-times for Repligen customers in the coming years. Consideration Transferred The NTM Acquisition was accounted for as a purchase of businesses under ASC 805, “Business Combinations” and the Company engaged a third-party valuation firm to assist with the valuation of the business acquired. Under the terms of the Equity Purchase Agreement, all outstanding shares of capital stock of BioFlex were acquired for consideration with a value totaling $ 31.8 million, which includes $ 3.0 million deposited into an escrow against which the Company may make claims for indemnification. Under the acquisition method of accounting, the assets acquired and liabilities assumed of BioFlex 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 assets acquired is estimated to be $ 4.4 million, the fair value of the intangible assets acquired is estimated to be $ 17.2 million, and the residual goodwill is estimated to be $ 10.2 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 has incurred $ 1.2 million of transaction and integration costs associated with the NTM Acquisition from the date of acquisition to March 31, 2022, with $ 0.9 million of transaction and integration costs incurred during the three months ended March 31, 2022. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended March 31, 2022. 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. 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 purchase accounting for this acquisition is not finalized. As additional information becomes available, the Company may further revise its preliminary purchase price allocation during the remainder of the measurement period. Any such revisions or changes may have a material impact on our accounting treatment of the NTM Acquisition. The final allocation may include changes to: (1) inventory; (2) deferred tax assets, net; (3) allocations to intangible assets such as trademark and tradename, developed technology and customer relationships as well as goodwill; (4) final consideration paid related to working capital adjustments; and (5) other assets and liabilities. The components and estimated allocation of the purchase price consist of the following (amounts in thousands): Cash and cash equivalents $ 2,870 Accounts receivable 1,408 Inventory 741 Prepaid expenses and other current assets 126 Property and equipment 34 Operating lease right of use asset 1,034 Customer relationships 13,240 Developed technology 3,540 Trademark and tradename 310 Non-competition agreements 60 Goodwill 10,184 Long term deferred tax asset 111 Accounts payable ( 224 ) Accrued liabilities ( 578 ) Operating lease liability ( 1,030 ) Operating lease liability, long-term ( 3 ) Fair value of net assets acquired $ 31,823 During the first quarter of 2022, the Company recorded net working capital adjustments of approximately $ 4,000 related to pre-acquisition liabilities, which is included in goodwill in the table above. Acquired Goodwill The goodwill of $ 10.2 million represents future economic benefits expected to arise from anticipated synergies from the integration of BioFlex and NTM into the Company. These synergies include certain cost savings, operating efficiencies and other strategic benefits projected to be achieved as a result of the NTM Acquisition. 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 NTM Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 10 years $ 13,240 Developed technology 11 years 3,540 Trademark and tradename 15 years 310 Non-competition agreements 3 years 60 $ 17,150 Avitide, Inc. On September 16, 2021, the Company entered into an Agreement and Plan of Merger and Reorganization (“Avitide Merger Agreement”) with Avalon Merger Sub, Inc., a Delaware corporation and a wholly owned direct subsidiary of the Company, Avalon Merger Sub LLC, a Delaware limited liability company and a wholly owned direct subsidiary of the Company, Avitide, Inc. ("Avitide"), 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 to purchase Avitide. The transaction closed on September 20, 2021 and on the terms set forth in the Avitide 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 C>, 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 the Company engaged a third-party valuation firm to assist with the valuation of the business acquired. Under the terms of the Avitide 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 $ 83.0 million and contingent consideration with fair value of approximately $ 88.4 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 assets acquired is estimated to be $ 0.4 million, the fair value of the intangible assets acquired is estimated to be $ 46.7 million, and the residual goodwill is estimated to be $ 199.2 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 has incurred $ 3.2 m illion of transaction and integration costs associated with the Avitide Acquisition from the date of acquisition to March 31, 2022 with $ 0.6 million of transaction and integration costs incurred during the three months ended March 31, 2022. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income in this report. During the first quarter of 2022, due to the change in market inputs used to prepare the valuation of the contingent consideration obligation, the Company also recorded a contingent consideration adjustment of ($ 2.4 ) million to the Company's consolidated statement of comprehensive income. See Note 2, "Fair Value Measurements" for more information. 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 $ 74,962 Equity consideration 82,968 Contingent consideration - earnout 88,373 Fair value of net assets acquired $ 246,303 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 September 20, 2021). 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 long-term deferred liabilities 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 statement of comprehensive income. 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 332 Prepaid expenses and other current assets 114 Property and equipment 1,862 Operating lease right of use asset 3,648 Customer relationships 24,580 Developed technology 20,650 Trademark and tradename 1,210 Non-competition agreements 210 Goodwill 199,245 Accounts payable ( 215 ) Accrued liabilities ( 2,183 ) Operating lease liability ( 698 ) Operating lease liability, long-term ( 2,950 ) Long term deferred tax liability ( 244 ) Other liabilities ( 58 ) Fair value of net assets acquired $ 246,303 Acquired Goodwill The goodwill of $ 199.2 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 $ 24,580 Developed technology 15 years 20,650 Trademark and tradename 18 years 1,210 Non-competition agreements 3 years 210 $ 46,650 Polymem S.A. On June 22, 2021, the Company entered into a Stock Purchase Agreement with Polymem S.A., 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 $ 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 Polymem Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations” and the Company 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. Under the acquisition method of accounting, the assets acquired and liabilities assumed of Polymem 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 assets acquired is approximately $ 2.2 million, the fair value of the intangible assets acquired is approximately $ 9.1 million, and the residual goodwill is approximately $ 35.7 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 has incurred $ 4.7 m illion of transaction and integration costs associated with the Polymem Acquisition from the date of acquisition to March 31, 2022, with $ 1.6 million of transaction and integration costs incurred during the three months ended March 31, 2022. The transaction costs are included in operating expenses in the consolidated statements of comprehensive income for the period ended March 31, 2022. 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 414 Inventory step-up 543 Operating lease right of use assets 1,424 Property and equipment 3,145 Other assets 41 Developed technology 8,274 Trademark and tradenames 510 Non-compete agreements 312 Goodwill 35,680 Operating lease liability ( 1,253 ) Long term deferred tax liability ( 2,327 ) Other long-term liabilities ( 143 ) Fair value of net assets acquired $ 46,973 Acquired Goodwill The goodwill of approximately $ 35.7 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) Developed technology 13 years $ 8,274 Trademark and tradename 14 years 510 Non-competition agreements 5 years 312 $ 9,096 |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2022 | |
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 months ended March 31, 2022 and 2021 were as follows: Three Months Ended 2022 2021 (Amounts in thousands) Product revenue $ 206,363 $ 142,737 Royalty and other income 37 100 Total revenue $ 206,400 $ 142,837 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 revenue 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 and revenue from significant customers can be found in Note 14, “Segment Reporting,” included in this report. For more information regarding our product revenue, see Note 6, “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 March 31, 2022 (amounts in thousands): March 31, December 31, 2022 2021 Balances from contracts with customers only: Accounts receivable $ 122,435 $ 117,420 Deferred revenue (included in accrued liabilities in $ 20,078 $ 14,848 Revenue recognized during periods presented relating to: The beginning deferred revenue balance $ 9,063 $ 13,708 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 | 3 Months Ended |
Mar. 31, 2022 | |
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 three months ended March 31, 2022 (amounts in thousands): Balance as of December 31, 2021 $ 860,362 Measurement period adjustment - BioFlex 4 Cumulative translation adjustment ( 878 ) Balance as of March 31, 2022 $ 859,488 During each of the fourth quarters of 2021 and 2020, 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 months ended March 31, 2022. 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 selling, general and administrative 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 March 31, 2022. 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 March 31, 2022: March 31, 2022 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 145,894 $ ( 23,742 ) $ 122,152 17 Patents 240 ( 240 ) — 8 Customer relationships 254,074 ( 54,813 ) 199,261 15 Trademarks 7,693 ( 988 ) 6,705 19 Other intangibles 2,829 ( 1,719 ) 1,110 4 Total finite-lived intangible assets 410,730 ( 81,502 ) 329,228 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 411,430 $ ( 81,502 ) $ 329,928 Intangible assets consisted of the following at December 31, 2021: December 31, 2021 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 146,097 $ ( 21,553 ) $ 124,544 17 Patents 240 ( 240 ) — 8 Customer relationships 254,699 ( 50,719 ) 203,980 15 Trademarks 7,699 ( 877 ) 6,822 19 Other intangibles 2,839 ( 1,611 ) 1,228 4 Total finite-lived intangible assets 411,574 ( 75,000 ) 336,574 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 412,274 $ ( 75,000 ) $ 337,274 Amortization expense for finite-lived intangible assets was $ 6.6 million and $ 5.2 million for each of the three months ended March 31, 2022 and 2021 , respectively. As of March 31, 2022, the Company expects to record the following amortization expense in future periods (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2022 (remaining nine months) $ 19,850 2023 26,350 2024 25,764 2025 25,425 2026 25,425 2027 and thereafter 206,414 Total $ 329,228 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 3 Months Ended |
Mar. 31, 2022 | |
Consolidated Balance Sheet Detail | 6. Consolidated Balance Sheet Detail Inventories, net Inventories, net consists of the following: March 31, December 31, 2022 2021 (Amounts in thousands) Raw materials $ 137,294 $ 123,321 Work-in-process 8,294 8,119 Finished products 68,187 53,054 Total inventories, net $ 213,775 $ 184,494 Property, Plant and Equipment Property, plant and equipment consist of the following: March 31, December 31, 2022 2021 (Amounts in thousands) Land $ 952 $ 1,023 Buildings 722 764 Leasehold improvements 56,745 52,505 Equipment 73,450 70,983 Furniture, fixtures and office equipment 10,472 9,137 Computer hardware and software 25,826 22,380 Construction in progress 54,344 38,446 Other 470 443 Total property, plant and equipment 222,981 195,681 Less - Accumulated depreciation ( 75,354 ) ( 70,717 ) Total property, plant and equipment, net $ 147,627 $ 124,964 Depreciation expenses totaled $ 5.2 million and $ 3.3 million for each of the three months ended March 31, 2022 and 2021, respectively. Accrued Liabilities Accrued liabilities consist of the following: March 31, December 31, 2022 2021 (Amounts in thousands) Employee compensation $ 23,579 $ 42,147 Deferred revenue 20,078 14,848 Income taxes payable 5,908 4,984 Other 15,549 13,519 Total accrued liabilities $ 65,114 $ 75,498 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2022 | |
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 first quarter of 2022, 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 second quarter of 2022, 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 fourth quarter of 2020. As a result, $ 15,000 in aggregate principal amount of the 2019 Notes have been converted by the noteholders since the issuance of the 2019 Notes, including $ 4,000 during the first quarter of 2022. The conversions resulted in the issuance of a nominal number of shares of the Company’s common stock to the note holders. The Company continues to classify the carrying value of the 2019 Notes as current liabilities on the Company’s consolidated balance sheet at March 31, 2022. Prior to the adoption of ASU 2020-06, the Company accounted for the 2019 Notes as a liability and equity component where the carrying value of the liability component was valued based on a similar debt instrument. In accounting for the issuance of the 2019 Notes, the Company separated the 2019 Notes into liability and equity components. The carrying value of the liability component was calculated as the present value of its cash flows using a discount rate of 4.5 % based on comparative convertible transactions for similar companies. The carrying value of the equity component representing the conversion option was determined by deducting the fair value of the liability component from the par value of the 2019 Notes as a whole. The excess of the principal amount of the liability component over its carrying value amount, referred to as the debt discount, was amortized to interest expense on our consolidated statements of comprehensive income over the five-year term of the 2019 Notes. The equity component was not re-measured as long as it continued to meet the conditions for equity classification. The equity component recorded at issuance related to the 2019 Notes was $ 52.1 million, which was recorded in additional paid-in capital in our consolidated balance sheets. In accounting for the transaction costs related to the issuance of the 2019 Notes, the Company allocated the total costs incurred to the liability and equity components of the 2019 Notes using the same proportions as the initial carrying value of the 2019 Notes. Transaction costs related to the liability component were $ 7.4 million and are amortized to interest expense using the effective interest method over the five-year term of the 2019 Notes. Transaction costs attributable to the equity component were $ 1.6 million and are netted with the equity component of the 2019 Notes in stockholders' equity of the Company's consolidated balance sheet. Additionally, the Company recorded a net deferred tax liability of $ 11.4 million. Effective January 1, 2022, the Company adopted ASU 2020-06. After adoption, the Company now accounts for the 2019 Notes as a single liability measured at amortized cost. As the equity component is no longer required to be split into a separate component, the Company recorded a net adjustment for the initial $ 50.4 million that was allocated to additional paid-in capital and $ 22.9 million of life-to-date interest expense recorded as amortization of debt discount. Additionally, the net deferred tax liability recorded for the 2019 Notes was reversed. The principal amount of the liability over its carrying amount is amortized to interest expense over the five-year term of the 2019 Notes. Since the 2019 Notes are classified as a single liability, there is no debt discount required to be amortized for the three months ended March 31, 2022. The net carrying value of the liability component of the 2019 Notes is as follows: March 31, December 31, 2022 2021 (Amounts in thousands) 0.375% convertible senior notes due 2024: Principal amount $ 287,485 $ 287,489 Unamortized debt discount — ( 28,220 ) Unamortized debt issuance costs ( 4,218 ) ( 4,011 ) Net carrying amount $ 283,267 $ 255,258 The following table sets forth total interest expense recognized related to the 2019 Notes: Three Months Ended March 31, 2022 2021 (Amounts in thousands) Contractual interest expense $ 270 $ 270 Amortization of debt issuance costs 452 352 Amortization of debt discount — 2,478 Total $ 722 $ 3,100 Effective interest rate of the liability component 0.3 % 1.2 % At March 31, 2022 and December 31, 2021, the carrying value of the 2019 Notes was $ 283.3 million and $ 255.3 million, respectively, net of unamortized discount, and the fair value of the 2019 Notes was $ 490.2 million and $ 678.5 million, respectively. The fair value of the 2019 Notes was determined based on the most recent trade activity of the 2019 Notes at March 31, 2022 and December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
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) are added back to the shares of stock available for issuance under the 2018 Plan. At March 31, 2022, 1,954,613 shares were available for future grants under the 2018 Plan. Stock-Based Compensation For the three months ended March 31, 2022 and 2021, the Company recorded stock-based compensation expense of $ 7.9 million and $ 6.5 million, respectively, for share-based awards granted under the Plans. The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: Three Months Ended 2022 2021 (Amounts in thousands) Cost of product revenue $ 622 $ 506 Research and development 799 716 Selling, general and administrative 6,494 5,319 Total stock-based compensation $ 7,915 $ 6,541 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 which consisted 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 March 31, 2022, options to purchase 650,059 shares and 591,377 stock units were outstanding under the Plans. Stock Options The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date and measures stock-based compensation costs for stock options 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. 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 three months ended March 31, 2022 under the Plans is summarized below: Shares Weighted Weighted- Aggregate Options outstanding at December 31, 2021 625,107 $ 54.15 6.29 $ 131,707 Granted 34,473 $ 189.21 Exercised ( 9,521 ) $ 31.12 Forfeited/expired/cancelled — $ — Options outstanding at March 31, 2022 650,059 $ 61.65 6.27 $ 82,990 Options exercisable at March 31, 2022 376,069 $ 42.55 5.61 $ 54,931 Vested and expected to vest at March 31, 2022 (1) 631,360 6.26 $ 80,798 (1) Represents the number of vested options as of March 31, 2022 plus the number of unvested options expected to vest as of March 31, 2022 based on the unvested outstanding options at March 31, 2022 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 March 31, 2022, the last business day of the first quarter of 2022, of $ 188.09 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 March 31, 2022. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2022 and 2021 was $ 1.4 million and $ 2.5 million, respectively. The weighted average grant date fair value of options granted during the three months ended March 31, 2022 and 2021 was $ 79.96 and $ 92.35 , respectively. The total fair value of stock options that vested during the three months ended March 31, 2022 and 2021 was $ 2.0 million and $ 1.9 million, respectively. Stock Units The fair value of stock units is calculated using the closing price of the Company’s common stock on the date of grant. 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. Information regarding stock unit activity, which includes activity for RSUs and performance stock units, for the three months ended March 31, 2022 under the Plans is summarized below: Shares Weighted- Aggregate Unvested at December 31, 2021 606,685 3.07 $ 160,674 Awarded 124,139 Vested ( 130,978 ) Forfeited/expired/cancelled ( 8,469 ) Unvested at March 31, 2022 591,377 3.09 $ 111,232 Vested and expected to vest at March 31, 2022 (1) 574,925 2.73 $ 108,138 (1) Represents the number of vested stock units as of March 31, 2022 plus the number of unvested stock units expected to vest as of March 31, 2022 based on the unvested outstanding stock units at March 31, 2022 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 March 31, 2022, the last business day of the first quarter of 2022, of $ 188.09 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 March 31, 2022. The aggregate intrinsic value of stock units vested during the three months ended March 31, 2022 and 2021 was $ 30.2 million and $ 27.1 million, respectively. The weighted average grant date fair value of stock units granted during the three months ended March 31, 2022 and 2021 was $ 196.36 and $ 209.13 , respectively. The total fair value of stock units that vested during the three months ended March 31, 2022 and 2021 was $ 14.2 million and $ 6.5 million, respectively. As of March 31, 2022, there was $ 77.4 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 3.14 years. The Company expects 1,786,096 unvested options and stock units to vest over the next five years . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
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 the Company holds commercialization rights. The Company is manufacturing and supplying the first of these ligands, NGL-Impact ® , exclusively to Purolite Life Sciences, an Ecolab Inc. company (“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 $ 0.4 million and $ 0.3 million for the three months ended March 31, 2022 and 2021 , respectively. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2022 | |
Accumulated Other Comprehensive Loss | 10. Accumulated Other Comprehensive Loss The following shows the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2022 which consisted of only foreign currency translation adjustments for the periods shown (amounts in thousands): Foreign Currency Translation Adjustment Balance at December 31, 2021 $ ( 16,886 ) Other comprehensive loss ( 4,688 ) Balance at March 31, 2022 $ ( 21,574 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2022 | |
Income Taxes | 11. Income Taxes For the three months ended March 31, 2022 and 2021, we recorded an income tax provision of $ 12.0 million and $ 3.7 million, respectively. The Company’s effective tax rate for the three months ended March 31, 2022 was 20.3 % compared to 11.0 % for the corresponding period in 2021. The increase in the effective tax rates was primarily due to higher income before taxes and lower windfall benefits recognized on stock option exercises and the vesting of stock units. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share | 12. Earnings Per Share The Company reports earnings per share ("EPS") 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. 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 2022 2021 (Amounts in thousands, except per share data) Numerator: Net income $ 46,964 $ 29,450 Effect of dilutive securities: Charges associated with convertible debt instruments, net of tax 387 — Numerator for diluted earnings per share - net income available to common $ 47,351 $ 29,450 Denominator: Weighted average shares used in computing net income per share - basic 55,353 54,805 Effect of dilutive shares: Options and stock units 726 964 Convertible Senior Notes 2,726 1,092 Dilutive effect of unvested performance stock units 11 8 Dilutive potential common shares 3,463 2,064 Denominator for diluted earnings per share - adjusted weighted average 58,816 56,869 Earnings per share: Basic $ 0.85 $ 0.54 Diluted $ 0.81 $ 0.52 At March 31, 2022, there were outstanding options to purchase 650,059 shares of the Company’s common stock at a weighted average exercise price of $ 61.65 per share and 591,377 shares of common stock issuable upon the vesting of stock units, which include RSUs and performance stock units. For the three months ended March 31, 2022, 137,247 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, prior to March 4, 2022, conversion of the 2019 Notes could have been settled in cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. On March 4, 2022, we entered into the Second Supplemental Indenture for the 2019 Notes, which irrevocably elected to settle the conversion of the 2019 Notes using a combination of cash and shares of the Company's common stock, settling the par value of the 2019 Notes in cash and any excess conversion premium in shares. As provided by the terms of the Second Supplemental Indenture underlying the 2019 Notes, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock. This means the Company will settle the par value of the 2019 Notes in cash and any excess conversion premium in shares. As mentioned in Note 7, "Convertible Senior Notes," the Company adopted ASU 2020-06 effective January 1, 2022. Under ASU 2020-06, the Company is required to reflect the dilutive effect of the convertible securities by application of the "if-converted" method, which means the denominator of the EPS calculation would include the total number of shares assuming the 2019 Notes had been fully converted at the beginning of the period. Prior to March 4, 2022, the Company had the choice to settle the conversion of the 2019 Notes in cash, stock or a combination of the two. Therefore, from January 1, 2022 (the date the Company adopted ASU 2020-06) to March 4, 2022, the Company included 3,474,429 shares in the denominator of the EPS calculation, applying the if converted method. Subsequent to March 4, 2022, after the Second Supplemental Indenture became effective, the Company irrevocably elected to settle the conversion obligation for the 2019 Notes in a combination of cash and shares of the Company's common stock, and from March 5, 2022 forward, only the excess premium will be settled with shares. Under the if-converted method of calculating dilutive shares, the Company was also required to exclude amortization of debt issuance costs and interest charges applicable to the convertible debt from the numerator of the dilutive EPS calculation for the period from January 1, 2022 to March 4, 2022, as if the interest on convertible debt was never recognized for that period. For the three months ended March 31, 2022, the Company excluded interest charges of $ 0.4 million (net of tax) from the numerator. Prior to the adoption of ASU 2020-06, the Company applied the provisions of ASC 260, “Earnings Per Share”, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it related to the conversion spread on its convertible notes. Accordingly, the par value of the 2019 Notes was not included in the calculation of diluted income per share, but the dilutive effect of the conversion premium was considered in the calculation of diluted net income per share using the treasury stock method. The dilutive impact of the 2019 Notes was based on the difference between the Company’s current period average stock price and the conversion price of the 2019 Notes, provided there was a premium. Pursuant to this accounting standard, there was no dilution from the accreted principal of the 2019 Notes. For the three months ended March 31, 2021, the dilutive effect of the conversion premium included in the calculation of diluted earnings was 1,091,776 shares. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions | 13. Related Party Transactions Certain facilities leased by Spectrum are owned by Roy Eddleman, the former owner of Spectrum. As of March 31, 2022 , 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 for each of the three month periods ended March 31, 2022 and 2021 . |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Revenue by customers' geographic locations: North America 40 % 42 % Europe 43 % 39 % APAC/Other 17 % 19 % Total revenue 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 March 31, 2022 and December 31, 2021, 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 sales to Pfizer Inc. generated $ 21.1 million, or 10 % of the Company's total revenue for the three months ended March 31, 2022. There was no revenue from customers that represented 10 % or more of the Company's total revenue for the three months ended March 31, 2021. No accounts receivable balance from a specific customer represented 10 % or more of the Company's total trade accounts receivable at March 31, 2022. Significant accounts receivable balances representing 10 % or more of the Company’s total trade accounts receivable and royalties came from our accounts receivable balance outstanding with Pfizer Inc at December 31, 2021. The Company's accounts receivable and other receivable balances with Pfizer at December 31, 2021 was 14 % of our total accounts receivable and other receivable balance. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2022 | |
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 United States 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, 2021, which was filed with the SEC on February 17, 2022 (“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 pandemic (“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., ARTeSYN Biosolutions Holdings Ireland Limited (“ARTeSYN”), Polymem S.A. (“Polymem”), Avitide LLC, Newton T&M Corp ("NTM"), Bio-Flex Solutions, L.L.C. ("BioFlex") 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 Standards Updates – Adopted During the Period Effective January 1, 2022, the Company adopted 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)” using the modified retrospective method of adoption. 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. Consequently, a convertible instrument will be accounted for as a single liability measured at its amortized cost as long as no other features of such convertible instrument require bifurcation and recognition as derivatives. By removing those separation models, the interest rate of convertible debt instruments will typically be closer to the coupon interest rate when applying the guidance in Topic 835, “Interest.” We now account for our 0.375% convertible senior notes due July 15, 2024 (the "2019 Notes") as a single liability measured at amortized cost. As a result, the adoption of ASU 2020-06 had a material impact on our consolidated financial statements, resulting in adjustments of $ 39.1 million, $ 17.3 million, and $ 27.6 million to the opening balances of additional paid-in capital, retained earnings and convertible senior notes, current portion, net, respectively, on our consolidated balance sheet as of January 1, 2022. Additionally, due to the adoption of ASU 2020-06, we reversed the remaining balance of the deferred tax liability of $ 6.4 million, which was initially recorded in connection with the 2019 Notes. See Note 7, “Convertible Senior Notes,” for more information, including modified disclosures as required by ASU 2020-06 upon adoption. |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 and December 31, 2021 (amounts in thousands): As of March 31, 2022 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 435,969 $ — $ — $ 435,969 Liabilities: Short-term contingent consideration $ — $ — $ 27,790 $ 27,790 Long-term contingent consideration $ — $ — $ 64,037 $ 64,037 As of December 31, 2021 Level 1 Level 2 Level 3 Total Assets: Money market accounts $ 460,936 $ — $ — $ 460,936 Liabilities: Long-term contingent consideration $ — $ — $ 94,238 $ 94,238 |
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, 2021 $ 94,238 Contingent consideration ( 2,411 ) Balance as of March 31, 2022 $ 91,827 |
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 (amounts in thousands, except percentage data): Contingent Consideration Earnout Fair Value as of Valuation Technique Unobservable Input Range Weighted Average (1) Probability of Commercialization-based Monte Carlo Success 100 % 100 % payments $ 28,870 Simulation Earnout Discount Rate 3.2 %- 4.2 % 3.7 % Volatility 26.4 % 26.4 % Revenue and Volume- Monte Carlo Revenue & Volume based payments $ 62,957 Simulation Discount Rate 7.9 % 7.9 % Earnout Discount Rate 3.2 %- 4.2 % 3.7 % (1) Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. |
Acquisitions (Tables)
Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
BioFlex And NTM Acquisition | |
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 $ 2,870 Accounts receivable 1,408 Inventory 741 Prepaid expenses and other current assets 126 Property and equipment 34 Operating lease right of use asset 1,034 Customer relationships 13,240 Developed technology 3,540 Trademark and tradename 310 Non-competition agreements 60 Goodwill 10,184 Long term deferred tax asset 111 Accounts payable ( 224 ) Accrued liabilities ( 578 ) Operating lease liability ( 1,030 ) Operating lease liability, long-term ( 3 ) Fair value of net assets acquired $ 31,823 |
Schedule of Identified Intangible Assets and Estimated Useful Lives | The following table sets forth the components of the identified intangible assets associated with the NTM Acquisition and their estimated useful lives: Useful life Fair Value (Amounts in thousands) Customer relationships 10 years $ 13,240 Developed technology 11 years 3,540 Trademark and tradename 15 years 310 Non-competition agreements 3 years 60 $ 17,150 |
Avitide, Inc. | |
Schedule of Business Combination Consideration Transferred | Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 74,962 Equity consideration 82,968 Contingent consideration - earnout 88,373 Fair value of net assets acquired $ 246,303 |
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 332 Prepaid expenses and other current assets 114 Property and equipment 1,862 Operating lease right of use asset 3,648 Customer relationships 24,580 Developed technology 20,650 Trademark and tradename 1,210 Non-competition agreements 210 Goodwill 199,245 Accounts payable ( 215 ) Accrued liabilities ( 2,183 ) Operating lease liability ( 698 ) Operating lease liability, long-term ( 2,950 ) Long term deferred tax liability ( 244 ) Other liabilities ( 58 ) Fair value of net assets acquired $ 246,303 |
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 $ 24,580 Developed technology 15 years 20,650 Trademark and tradename 18 years 1,210 Non-competition agreements 3 years 210 $ 46,650 |
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 414 Inventory step-up 543 Operating lease right of use assets 1,424 Property and equipment 3,145 Other assets 41 Developed technology 8,274 Trademark and tradenames 510 Non-compete agreements 312 Goodwill 35,680 Operating lease liability ( 1,253 ) Long term deferred tax liability ( 2,327 ) Other long-term liabilities ( 143 ) 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) Developed technology 13 years $ 8,274 Trademark and tradename 14 years 510 Non-competition agreements 5 years 312 $ 9,096 |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Disaggregation of Revenue | Revenues for the three months ended March 31, 2022 and 2021 were as follows: Three Months Ended 2022 2021 (Amounts in thousands) Product revenue $ 206,363 $ 142,737 Royalty and other income 37 100 Total revenue $ 206,400 $ 142,837 |
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 March 31, 2022 (amounts in thousands): March 31, December 31, 2022 2021 Balances from contracts with customers only: Accounts receivable $ 122,435 $ 117,420 Deferred revenue (included in accrued liabilities in $ 20,078 $ 14,848 Revenue recognized during periods presented relating to: The beginning deferred revenue balance $ 9,063 $ 13,708 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Changes in Carrying Value of Goodwill | The following table represents the change in the carrying value of goodwill for the three months ended March 31, 2022 (amounts in thousands): Balance as of December 31, 2021 $ 860,362 Measurement period adjustment - BioFlex 4 Cumulative translation adjustment ( 878 ) Balance as of March 31, 2022 $ 859,488 |
Intangible assets | Intangible assets, net consisted of the following at March 31, 2022: March 31, 2022 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 145,894 $ ( 23,742 ) $ 122,152 17 Patents 240 ( 240 ) — 8 Customer relationships 254,074 ( 54,813 ) 199,261 15 Trademarks 7,693 ( 988 ) 6,705 19 Other intangibles 2,829 ( 1,719 ) 1,110 4 Total finite-lived intangible assets 410,730 ( 81,502 ) 329,228 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 411,430 $ ( 81,502 ) $ 329,928 Intangible assets consisted of the following at December 31, 2021: December 31, 2021 Gross Accumulated Net Weighted (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 146,097 $ ( 21,553 ) $ 124,544 17 Patents 240 ( 240 ) — 8 Customer relationships 254,699 ( 50,719 ) 203,980 15 Trademarks 7,699 ( 877 ) 6,822 19 Other intangibles 2,839 ( 1,611 ) 1,228 4 Total finite-lived intangible assets 411,574 ( 75,000 ) 336,574 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 412,274 $ ( 75,000 ) $ 337,274 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of March 31, 2022, the Company expects to record the following amortization expense in future periods (amounts in thousands): Estimated Amortization For the Years Ended December 31, Expense 2022 (remaining nine months) $ 19,850 2023 26,350 2024 25,764 2025 25,425 2026 25,425 2027 and thereafter 206,414 Total $ 329,228 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventories | Inventories, net Inventories, net consists of the following: March 31, December 31, 2022 2021 (Amounts in thousands) Raw materials $ 137,294 $ 123,321 Work-in-process 8,294 8,119 Finished products 68,187 53,054 Total inventories, net $ 213,775 $ 184,494 |
Property, Plant and Equipment | Property, Plant and Equipment Property, plant and equipment consist of the following: March 31, December 31, 2022 2021 (Amounts in thousands) Land $ 952 $ 1,023 Buildings 722 764 Leasehold improvements 56,745 52,505 Equipment 73,450 70,983 Furniture, fixtures and office equipment 10,472 9,137 Computer hardware and software 25,826 22,380 Construction in progress 54,344 38,446 Other 470 443 Total property, plant and equipment 222,981 195,681 Less - Accumulated depreciation ( 75,354 ) ( 70,717 ) Total property, plant and equipment, net $ 147,627 $ 124,964 |
Accrued Liabilities | Accrued Liabilities Accrued liabilities consist of the following: March 31, December 31, 2022 2021 (Amounts in thousands) Employee compensation $ 23,579 $ 42,147 Deferred revenue 20,078 14,848 Income taxes payable 5,908 4,984 Other 15,549 13,519 Total accrued liabilities $ 65,114 $ 75,498 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Carrying Value of Convertible Senior Notes | The net carrying value of the liability component of the 2019 Notes is as follows: March 31, December 31, 2022 2021 (Amounts in thousands) 0.375% convertible senior notes due 2024: Principal amount $ 287,485 $ 287,489 Unamortized debt discount — ( 28,220 ) Unamortized debt issuance costs ( 4,218 ) ( 4,011 ) Net carrying amount $ 283,267 $ 255,258 |
Schedule of convertiable note interest expense | The following table sets forth total interest expense recognized related to the 2019 Notes: Three Months Ended March 31, 2022 2021 (Amounts in thousands) Contractual interest expense $ 270 $ 270 Amortization of debt issuance costs 452 352 Amortization of debt discount — 2,478 Total $ 722 $ 3,100 Effective interest rate of the liability component 0.3 % 1.2 % |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: Three Months Ended 2022 2021 (Amounts in thousands) Cost of product revenue $ 622 $ 506 Research and development 799 716 Selling, general and administrative 6,494 5,319 Total stock-based compensation $ 7,915 $ 6,541 |
Summary of Option Activity | Information regarding option activity for the three months ended March 31, 2022 under the Plans is summarized below: Shares Weighted Weighted- Aggregate Options outstanding at December 31, 2021 625,107 $ 54.15 6.29 $ 131,707 Granted 34,473 $ 189.21 Exercised ( 9,521 ) $ 31.12 Forfeited/expired/cancelled — $ — Options outstanding at March 31, 2022 650,059 $ 61.65 6.27 $ 82,990 Options exercisable at March 31, 2022 376,069 $ 42.55 5.61 $ 54,931 Vested and expected to vest at March 31, 2022 (1) 631,360 6.26 $ 80,798 (1) Represents the number of vested options as of March 31, 2022 plus the number of unvested options expected to vest as of March 31, 2022 based on the unvested outstanding options at March 31, 2022 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 | Information regarding stock unit activity, which includes activity for RSUs and performance stock units, for the three months ended March 31, 2022 under the Plans is summarized below: Shares Weighted- Aggregate Unvested at December 31, 2021 606,685 3.07 $ 160,674 Awarded 124,139 Vested ( 130,978 ) Forfeited/expired/cancelled ( 8,469 ) Unvested at March 31, 2022 591,377 3.09 $ 111,232 Vested and expected to vest at March 31, 2022 (1) 574,925 2.73 $ 108,138 (1) Represents the number of vested stock units as of March 31, 2022 plus the number of unvested stock units expected to vest as of March 31, 2022 based on the unvested outstanding stock units at March 31, 2022 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 (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Summary of Changes in Accumulated Other Comprehensive Loss | The following shows the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2022 which consisted of only foreign currency translation adjustments for the periods shown (amounts in thousands): Foreign Currency Translation Adjustment Balance at December 31, 2021 $ ( 16,886 ) Other comprehensive loss ( 4,688 ) Balance at March 31, 2022 $ ( 21,574 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Basic and Diluted Weighted Average Shares Outstanding | A reconciliation of basic and diluted weighted average shares outstanding is as follows: Three Months Ended 2022 2021 (Amounts in thousands, except per share data) Numerator: Net income $ 46,964 $ 29,450 Effect of dilutive securities: Charges associated with convertible debt instruments, net of tax 387 — Numerator for diluted earnings per share - net income available to common $ 47,351 $ 29,450 Denominator: Weighted average shares used in computing net income per share - basic 55,353 54,805 Effect of dilutive shares: Options and stock units 726 964 Convertible Senior Notes 2,726 1,092 Dilutive effect of unvested performance stock units 11 8 Dilutive potential common shares 3,463 2,064 Denominator for diluted earnings per share - adjusted weighted average 58,816 56,869 Earnings per share: Basic $ 0.85 $ 0.54 Diluted $ 0.81 $ 0.52 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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 March 31, 2022 2021 Revenue by customers' geographic locations: North America 40 % 42 % Europe 43 % 39 % APAC/Other 17 % 19 % Total revenue 100 % 100 % |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Details) - USD ($) $ in Thousands | Mar. 31, 2022 | Jan. 01, 2022 | Dec. 31, 2021 |
Accounting Policies [Abstract] | |||
Deferred Tax Liabilities | $ 6,400 | ||
Additional Paid in Capital | 39,100 | ||
Accumulated earnings | $ 258,277 | 17,300 | $ 194,060 |
Convertible Notes Payable, Current | $ 283,267 | $ 27,600 | $ 255,258 |
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 | Mar. 31, 2022 | Dec. 31, 2021 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term contingent consideration | $ 27,790 | |
Long-term contingent consideration | 64,037 | $ 94,238 |
Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 435,969 | 460,936 |
Level 1 | Money Market | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets, fair value | 435,969 | 460,936 |
Level 3 | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Short-term contingent consideration | 27,790 | |
Long-term contingent consideration | $ 64,037 | $ 94,238 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | Sep. 20, 2021 | Sep. 16, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Jul. 31, 2019 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 584,640,000 | $ 603,814,000 | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash and cash equivalents | $ 436,000 | 460,900 | |||
0.375% Convertible Senior Notes due 2024 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Principal amount | $ 287,500,000 | ||||
Notes, frequency of periodic payment | semi-annually | ||||
Total convertible senior notes | $ 283,300 | 255,300,000 | |||
Fair value of convertible senior notes | 490,200 | $ 678,500 | |||
Avitide, Inc. | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Upfront payment | $ 150,000,000 | $ 75,000,000 | |||
Business combination contingent consideration | $ 88,400,000 | 88,373,000 | |||
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 $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Balance as of December 31, 2021 | $ 94,238 |
Contingent consideration | 2,411 |
Balance as of March 31, 2022 | $ 91,827 |
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 | Mar. 31, 2022 | Dec. 31, 2021 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |||
Liabilities, fair value | $ 91,827 | $ 94,238 | |
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 | $ 28,870 | ||
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] | 3.70% | |
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 | $ 62,957 | ||
Volatility | 26.40% | ||
Revenue and volume discount rate | 7.90% | ||
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] | 3.70% | |
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] | 26.40% | |
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] | 7.90% | |
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 | 3.20% | ||
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 | 3.20% | ||
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 | 4.20% | ||
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 | 4.20% | ||
[1] | Unobservable inputs were weighted by the relative fair value of the contingent consideration liability. |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Nov. 29, 2021 | Sep. 20, 2021 | Sep. 16, 2021 | Jun. 22, 2021 | Mar. 31, 2022 | Mar. 31, 2021 | Jun. 30, 2022 | Dec. 31, 2021 |
Business Acquisition [Line Items] | ||||||||
Payments to Acquire Businesses, Net of Cash Acquired | $ (71,000) | |||||||
Goodwill | 859,488,000 | $ 860,362,000 | ||||||
Contingent consideration | (2,411,000) | |||||||
BioFlex And NTM Acquisition | ||||||||
Business Acquisition [Line Items] | ||||||||
Value of common stock issued | $ 31,800,000 | |||||||
Working capital adjustment | 4,000,000 | |||||||
Fair value of acquired finite lived intangible assets | 17,200,000 | |||||||
Goodwill | 10,184,000 | |||||||
Intangible Asset Residual Value | 10,200,000 | |||||||
Transaction costs | $ 1,200,000 | 900,000 | ||||||
Business acquisition, voting interest acquired | 100.00% | |||||||
Business acquisition, Indemnification escrow | $ 3,000,000 | |||||||
Net asset acquired | 4,400,000 | |||||||
Business combination, intangible assets | $ 17,200,000 | |||||||
Avitide, Inc. | ||||||||
Business Acquisition [Line Items] | ||||||||
Cash consideration | $ 150,000,000 | $ 75,000,000 | ||||||
Shares issued for business acquisition | 271,096 | |||||||
Value of common stock issued | $ 83,000,000 | 82,968,000 | ||||||
Net liabilities assumed | 400,000 | |||||||
Business combination, consideration transferred | 246,303,000 | |||||||
Fair value of acquired finite lived intangible assets | 46,700,000 | |||||||
Goodwill | 199,245,000 | |||||||
Intangible Asset Residual Value | 199,200,000 | |||||||
Transaction costs | 3,200,000 | 600 | ||||||
Contingent consideration | 2,400,000 | |||||||
Business combination, intangible assets | 46,700,000 | |||||||
Business combination contingent consideration | 88,400,000 | 88,373,000 | ||||||
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 | |||||||
Business combination, consideration transferred | 47,000 | |||||||
Fair value of acquired finite lived intangible assets | 9,100,000 | |||||||
Goodwill | 35,680,000 | |||||||
Intangible Asset Residual Value | 35,700,000 | |||||||
Transaction costs | 1,600,000 | $ 4,700,000 | ||||||
Business acquisition, Indemnification escrow | 4,300,000 | |||||||
Business combination, intangible assets | $ 9,100,000 |
Acquisitions - Consideration Tr
Acquisitions - Consideration Transferred (Detail) - Avitide, Inc. - USD ($) $ in Thousands | Sep. 16, 2021 | Mar. 31, 2022 |
Business Acquisition [Line Items] | ||
Cash consideration | $ 74,962 | |
Equity consideration | $ 83,000 | 82,968 |
Contingent consideration | $ 88,400 | 88,373 |
Fair value of net assets acquired | $ 246,303 |
Acquisitions - Fair Value of Ne
Acquisitions - Fair Value of Net Assets Acquired (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Nov. 29, 2021 | Sep. 16, 2021 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 859,488 | $ 860,362 | ||
BioFlex And NTM Acquisition | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 2,870 | |||
Accounts receivable | 1,408 | |||
Inventory | 741 | |||
Prepaid expenses and other current assets | 126 | |||
Property and equipment | 34 | |||
Operating lease right of use asset | 1,034 | |||
Business combination, intangible assets | $ 17,200 | |||
Goodwill | 10,184 | |||
Long term deferred tax asset | 111 | |||
Accounts payable | (224) | |||
Accrued liabilities | 578 | |||
Operating lease liability | 1,030 | |||
Operating lease liability, long-term | 3 | |||
Fair value of net assets acquired | 31,823 | |||
BioFlex And NTM Acquisition | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 13,240 | |||
BioFlex And NTM Acquisition | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 3,540 | |||
BioFlex And NTM Acquisition | Trademark and tradename | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 310 | |||
BioFlex And NTM Acquisition | Non-competition agreements | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 60 | |||
Avitide, Inc. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 572 | |||
Accounts receivable | 228 | |||
Inventory | 332 | |||
Prepaid expenses and other current assets | 114 | |||
Property and equipment | 1,862 | |||
Operating lease right of use asset | 3,648 | |||
Business combination, intangible assets | $ 46,700 | |||
Goodwill | 199,245 | |||
Net liabilities assumed | $ 400 | |||
Accounts payable | (215) | |||
Accrued liabilities | 2,183 | |||
Operating lease liability | 698 | |||
Operating lease liability, long-term | 2,950 | |||
Long term deferred tax liability | 244 | |||
Other liabilities | 58 | |||
Fair value of net assets acquired | 246,303 | |||
Avitide, Inc. | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 24,580 | |||
Avitide, Inc. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 20,650 | |||
Avitide, Inc. | Trademark and tradename | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 1,210 | |||
Avitide, Inc. | Non-competition agreements | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 210 | |||
Polymem S.A. | ||||
Business Acquisition [Line Items] | ||||
Cash and cash equivalents | 353 | |||
Net working capital (excluding cash and inventory step-up) | 414 | |||
Inventory | 543 | |||
Property and equipment | 3,145 | |||
Operating lease right of use asset | 1,424 | |||
Other assets | 41 | |||
Business combination, intangible assets | 9,100 | |||
Goodwill | 35,680 | |||
Net liabilities assumed | 2,200 | |||
Operating lease liability | 1,253 | |||
Long term deferred tax liability | 2,327 | |||
Other liabilities | 143 | |||
Fair value of net assets acquired | 46,973 | |||
Polymem S.A. | Developed technology | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 8,274 | |||
Polymem S.A. | Trademark and tradename | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | 510 | |||
Polymem S.A. | Non-competition agreements | ||||
Business Acquisition [Line Items] | ||||
Business combination, intangible assets | $ 312 |
Acquisitions - Estimated Useful
Acquisitions - Estimated Useful Life and Fair Value (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
BioFlex And NTM Acquisition | |
Fair Value | $ 17,150 |
Avitide, Inc. | |
Fair Value | 46,650 |
Polymem S.A. | |
Fair Value | $ 9,096 |
Customer Relationships [Member] | BioFlex And NTM Acquisition | |
Weighted Average Useful Life (in years) | 10 years |
Fair Value | $ 13,240 |
Customer Relationships [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 13 years |
Fair Value | $ 24,580 |
Developed Technology Rights [Member] | BioFlex And NTM Acquisition | |
Weighted Average Useful Life (in years) | 11 years |
Fair Value | $ 3,540 |
Developed Technology Rights [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 20,650 |
Developed Technology Rights [Member] | Polymem S.A. | |
Weighted Average Useful Life (in years) | 13 years |
Fair Value | $ 8,274 |
Trademark and tradename [Member] | BioFlex And NTM Acquisition | |
Weighted Average Useful Life (in years) | 15 years |
Fair Value | $ 310 |
Trademark and tradename [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 18 years |
Fair Value | $ 1,210 |
Trademark and tradename [Member] | Polymem S.A. | |
Weighted Average Useful Life (in years) | 14 years |
Fair Value | $ 510 |
Noncompete Agreements [Member] | BioFlex And NTM Acquisition | |
Weighted Average Useful Life (in years) | 3 years |
Fair Value | $ 60 |
Noncompete Agreements [Member] | Avitide, Inc. | |
Weighted Average Useful Life (in years) | 3 years |
Fair Value | $ 210 |
Noncompete Agreements [Member] | Polymem S.A. | |
Weighted Average Useful Life (in years) | 5 years |
Fair Value | $ 312 |
Revenue Recognition - Summary o
Revenue Recognition - Summary of Disaggregation of Revenue (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 206,400 | $ 142,837 |
Product Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | 206,363 | 142,737 |
Royalty and Other Income | ||
Disaggregation of Revenue [Line Items] | ||
Total revenue | $ 37 | $ 100 |
Revenue Recognition - Summary_2
Revenue Recognition - Summary of Receivables and Deferred Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Balances from contracts with customers only: | ||
Accounts receivable | $ 122,435 | $ 117,420 |
Accounts receivable, net of reserves | 122,435 | 117,420 |
Deferred revenue (included in accrued liabilities in the consolidated balance sheets) | 20,078 | 14,848 |
Revenue recognized during the nine-month period ended September 30, 2021 relating to: | ||
The beginning deferred revenue balance | $ 9,063 | $ 13,708 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Other Revenues [Line Items] | ||
Revenue | $ 206,400,000 | $ 142,837,000 |
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] | Customer Concentration Risk | ||
Other Revenues [Line Items] | ||
Revenue | $ 21,100,000 | |
Pfizer [Member] | Revenue Benchmark [Member] | Customer Concentration Risk | ||
Other Revenues [Line Items] | ||
Concentration Risk, Percentage | 10.00% |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Goodwill [Line Items] | |
Balance | $ 860,362 |
Measurement period adjustments | 4 |
Cumulative translation adjustment | (878) |
Balance | $ 859,488 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2022 | Dec. 31, 2021 | |
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 410,730 | $ 411,574 |
Gross Carrying Value | 411,430 | 412,274 |
Accumulated Amortization | (81,502) | (75,000) |
Accumulated Amortization | (81,502) | (75,000) |
Net Carrying Value | 329,228 | 336,574 |
Net Carrying Value | $ 329,928 | $ 337,274 |
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 | 145,894 | 146,097 |
Accumulated Amortization | (23,742) | (21,553) |
Net Carrying Value | $ 122,152 | $ 124,544 |
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 | $ 0 | $ 0 |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 254,074 | $ 254,699 |
Accumulated Amortization | (54,813) | (50,719) |
Net Carrying Value | $ 199,261 | $ 203,980 |
Weighted Average Useful Life (in years) | 15 years | 15 years |
Trademarks | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 7,693 | $ 7,699 |
Accumulated Amortization | (988) | (877) |
Net Carrying Value | $ 6,705 | $ 6,822 |
Weighted Average Useful Life (in years) | 19 years | 19 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 2,829 | $ 2,839 |
Accumulated Amortization | (1,719) | (1,611) |
Net Carrying Value | $ 1,110 | $ 1,228 |
Weighted Average Useful Life (in years) | 4 years | 4 years |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Finite-Lived Intangible Liabilities [Line Items] | ||
Amortization expense | $ 6.6 | $ 5.2 |
Impairment of intangible assets | $ 0 |
Amortization Expense for Amorti
Amortization Expense for Amortized Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Finite-Lived Intangible Liabilities [Line Items] | ||
2022 (remaining nine months) | $ 19,850 | |
2023 | 26,350 | |
2024 | 25,764 | |
2025 | 25,425 | |
2026 | 25,425 | |
2027 and thereafter | 206,414 | |
Total | $ 329,228 | $ 336,574 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Inventory [Line Items] | ||
Raw materials | $ 137,294 | $ 123,321 |
Work-in-process | 8,294 | 8,119 |
Finished products | 68,187 | 53,054 |
Total inventories, net | $ 213,775 | $ 184,494 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 952 | $ 1,023 |
Buildings | 722 | 764 |
Leasehold improvements | 56,745 | 52,505 |
Equipment | 73,450 | 70,983 |
Furniture, fixtures and office equipment | 10,472 | 9,137 |
Computer hardware and software | 25,826 | 22,380 |
Construction in progress | 54,344 | 38,446 |
Other | 470 | 443 |
Total property, plant and equipment | 222,981 | 195,681 |
Less - Accumulated depreciation | (75,354) | (70,717) |
Total property, plant and equipment, net | $ 147,627 | $ 124,964 |
Consolidated Balance Sheet - Ad
Consolidated Balance Sheet - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Depreciation | $ 5.2 | $ 3.3 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 23,579 | $ 42,147 |
Deferred revenue | 20,078 | 14,848 |
Income taxes payable | 5,908 | 4,984 |
Other | 15,549 | 13,519 |
Total accrued liabilities | $ 65,114 | $ 75,498 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) $ in Thousands | Jul. 19, 2019USD ($) | Mar. 31, 2022USD ($)Days | Mar. 31, 2021USD ($) | Jan. 01, 2022USD ($) | Dec. 31, 2021USD ($) | Jul. 31, 2019USD ($) |
Debt Instrument [Line Items] | ||||||
Contractual interest expense | $ 270 | $ 270 | ||||
Amortization of debt discount | 452 | 2,828 | ||||
Amortization of the debt issuance costs | $ 452 | $ 352 | ||||
Effective interest rate of the liability component | 0.30% | 1.20% | ||||
Debt Instrument, Convertible, Threshold Trading Days | Days | 20 | |||||
Debt Instrument, Convertible, Threshold Consecutive Trading Days | Days | 30 | |||||
Deferred Tax Liabilities | $ 6,400 | |||||
Additional paid-in capital | $ 1,529,144 | $ 1,572,340 | ||||
Repayment of convertible debt | 6 | $ 1 | ||||
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 | |||||
Amortization of debt discount | $ 22,900 | |||||
Notes, carrying value | 283,267 | 255,258 | ||||
Fair value of the note | 490,200 | $ 678,500 | ||||
Additional Notes issued | $ 37,500 | |||||
Discount Rate | 4.50% | |||||
Debt instrument amount convertible into equity | $ 15,000 | |||||
Loss on conversion of debt included in other expenses | $ 4,000 | |||||
Notes threshold percentage of stock price trigger | 130.00% | |||||
Convertible Notes Transaction Costs Of Liability Component | $ 7,400 | |||||
Convertible Notes Transaction Costs Of Equity Component | 1,600 | |||||
Deferred Tax Liabilities | 11,400 | |||||
Additional paid-in capital | 52,100 | |||||
Net adjustment for the initial | $ 50,400 |
Convertible Senior Notes - Conv
Convertible Senior Notes - Convertible Debt (Detail) - 0.375% Convertible Senior Notes due 2024 - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Debt Instrument [Line Items] | ||
Principal amount | $ 287,485 | $ 287,489 |
Unamortized debt discount | 0 | (28,220) |
Unamortized debt issuance costs | (4,218) | (4,011) |
Total convertible senior notes | $ 283,267 | $ 255,258 |
Convertible Senior Notes - Sche
Convertible Senior Notes - Schedule of convertiable note interest expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Debt Disclosure [Abstract] | ||
Contractual interest expense | $ 270 | $ 270 |
Amortization of Debt Issuance Costs | 452 | 352 |
Amortization of debt discount | 0 | 2,478 |
Total | $ 722 | $ 3,100 |
Debt Instrument, Interest Rate, Effective Percentage | 0.30% | 1.20% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | |||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Dec. 31, 2018 | |
Stockholders Equity Note Disclosure [Line Items] | ||||
Stock-based compensation expense | $ 7,915,000 | $ 6,541,000 | ||
Incentive options, term | 10 years | |||
Stock options, outstanding | 650,059 | 625,107 | ||
Restricted stock units, outstanding | 591,377 | 606,685 | ||
Aggregate intrinsic value of stock options exercised | $ 1,400,000 | $ 2,500,000 | ||
Weighted average grant date fair value of share-based awards granted | $ 79.96 | $ 92.35 | ||
Total fair value of stock options vested | $ 2,000 | $ 1,900 | ||
Total unrecognized compensation cost | $ 77,400 | |||
Unrecognized compensation cost, weighted average remaining requisite service period | 3 years 1 month 20 days | |||
Number of unvested options and restricted stock units | 1,786,096 | |||
2018 Plan | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Common stock shares reserved for Issuance | 2,778,000 | |||
Incentive options, vesting period | 1,954,613 | |||
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 | 591,377 | |||
Closing price of common stock | $ 188.09 | |||
Aggregate intrinsic value of restricted stock units vested | $ 30,200 | $ 27,100,000 | ||
Weighted average grant date fair value of restricted stock units granted | $ 196.36 | $ 209.13 | ||
Total grant date fair value of restricted stock units vested | $ 14,200 | $ 6,500 | ||
RestrictedStockUnitsRSUMember | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Closing price of common stock | $ 188.09 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 7,915 | $ 6,541 |
Cost of product revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 622 | 506 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 799 | 716 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 6,494 | $ 5,319 |
Summary of Option Activity (Det
Summary of Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | ||
Options Outstanding | |||
Options outstanding at December 31, 2021| shares | 625,107 | ||
Granted | shares | 34,473 | ||
Exercised | shares | (9,521) | ||
Forfeited/expired/cancelled | 0 | ||
Options outstanding at March 31, 2022 | shares | 650,059 | 625,107 | |
Options exercisable at March 31, 2021 | shares | 376,069 | ||
Vested and expected to vest at March 31, 2022(1) | shares | [1] | 631,360 | |
Weighted-Average Exercise Price Per Share | |||
Options outstanding at December 31, 2021 | $ 54.15 | ||
Granted | 189.21 | ||
Exercised | 31.12 | ||
Forfeited/expired/cancelled | 0 | ||
Options outstanding at March 31, 2022 | 61.65 | $ 54.15 | |
Options exercisable at March 31, 2022 | $ 42.55 | ||
Weighted-Average Remaining Contractual Term (in years) | |||
Options outstanding | 6 years 3 months 7 days | 6 years 3 months 14 days | |
Options exercisable at March 31, 2022 | 5 years 7 months 9 days | ||
Vested and expected to vest at March 31, 2022 | 6 years 3 months 3 days | ||
Aggregate Intrinsic Value | |||
Options outstanding | $ 82,990 | $ 131,707 | |
Options exercisable at March 31, 2022 | 54,931 | ||
Vested and expected to vest at March 31, 2022 | $ 80,798 | ||
[1] | Represents the number of vested options as of March 31, 2022 plus the number of unvested options expected to vest as of March 31, 2022 based on the unvested outstanding options at March 31, 2022 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 | Mar. 31, 2022 |
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) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022 | Dec. 31, 2021 | ||
Options Outstanding | |||
Unvested at December 31, 2021 | 606,685 | ||
Awarded | 124,139 | ||
Vested | (130,978) | ||
Forfeited/expired/cancelled | (8,469) | ||
Restricted stock units, outstanding | 591,377 | 606,685 | |
Vested and expected to vest at March 31, 2022 | [1] | 574,925 | |
Weighted-Average Remaining Contractual Term (in years) | |||
Unvested at December 31, 2021 | 3 years 1 month 2 days | 3 years 25 days | |
Vested and expected to vest at March 31, 2022 | 2 years 8 months 23 days | ||
Aggregate Intrinsic Value | |||
Unvested at March 31, 2022 | $ 111,232 | $ 160,674 | |
Vested and expected to vest at March 31, 2022 | [1] | $ 108,138 | |
Restricted Stock Units and Performance Stock Units | |||
Options Outstanding | |||
Restricted stock units, outstanding | 591,377 | ||
[1] | Represents the number of vested stock units as of March 31, 2022 plus the number of unvested stock units expected to vest as of March 31, 2022 based on the unvested outstanding stock units at March 31, 2022 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 | Mar. 31, 2022 |
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 | |
Mar. 31, 2022 | Mar. 31, 2021 | |
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 | $ 0.4 | $ 0.3 |
Change in Accumulated Other Com
Change in Accumulated Other Comprehensive Loss (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2022USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance | $ 1,750,067 |
Balance | 1,766,401 |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance | (16,886) |
Other comprehensive loss | (4,688) |
Balance | $ (21,574) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Taxes [Line Items] | ||
Income tax (benefit) provision | 20.30% | 11.00% |
Income tax provision | $ 11,967 | $ 3,655 |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 04, 2022 | Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | Jul. 31, 2019 |
Stock options, outstanding | 650,059 | 625,107 | |||
Stock options, weighted average exercise price | $ 61.65 | $ 54.15 | |||
Restricted stock units, outstanding | 591,377 | 606,685 | |||
Common stock excluded from calculation of diluted earnings per share | 137,247 | ||||
Dilutive effect on shares of conversion premium | 1,091,776 | ||||
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | 58,816 | 56,869 | |||
Charges associated with convertible debt instruments, net of tax | $ 387 | $ 0 | |||
AccountingStandardsUpdate202006Member | |||||
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | 3,474,429 | ||||
Charges associated with convertible debt instruments, net of tax | 400 | ||||
0.375% Convertible Senior Notes due 2024 | |||||
Principal amount | $ 287,500 | $ 287,500 | |||
Restricted Stock Units and Performance Stock Units | |||||
Restricted stock units, outstanding | 591,377 |
Earnings Per Share - Reconcilia
Earnings Per Share - Reconciliation of Basic and Diluted Shares Amounts (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Numerator | ||
Net income | $ 46,964 | $ 29,450 |
Effect of dilutive securities | ||
Charges associated with convertible debt instruments, net of tax | 387 | 0 |
Numerator for diluted earnings per share - net income available to common stockholders after the effect of dilutive securities | $ 29,450 | $ 47,351 |
Denominator | ||
Weighted average shares used in computing net income per share - basic | 55,353 | 54,805 |
Effect of dilutive shares | ||
Options and stock units | 726 | 964 |
Convertible senior notes | 2,726 | 1,092 |
Dilutive effect of unvested performance stock units | 11 | 8 |
Dilutive potential common shares | 3,463 | 2,064 |
Denominator for diluted earnings per share - adjusted weighted average shares used in computing net income per share - diluted | 58,816 | 56,869 |
Earnings per share: | ||
Basic | $ 0.85 | $ 0.54 |
Diluted | $ 0.81 | $ 0.52 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - Principal Owner - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Related Party Transaction [Line Items] | ||
Spectrum Acquisition, tax preparation and other fees | $ 0.2 | $ 0.2 |
Minimum | Spectrum Inc. | ||
Related Party Transaction [Line Items] | ||
Non controlling ownership interest minimum | 5.00% |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2022USD ($)Segment | Mar. 31, 2021USD ($) | Dec. 31, 2021 | |
Number of operating segments | Segment | 1 | ||
Revenue | $ 206,400,000 | $ 142,837,000 | |
Sales Revenue | |||
Revenue | $ 0 | ||
Customer Concentration Risk | Pfizer [Member] | |||
Revenue | $ 21,100,000 | ||
Customer Concentration Risk | Sales Revenue | Minimum [Member] | |||
Accounts receivable, percentage by customer | 10.00% | ||
Customer Concentration Risk | Sales Revenue | Pfizer [Member] | |||
Accounts receivable, percentage by customer | 10.00% | ||
Customer Concentration Risk | Accounts Receivable [Member] | Pfizer [Member] | |||
Accounts receivable, percentage by customer | 14.00% | ||
Customer Concentration Risk | Accounts Receivable [Member] | Customer Number One [Member] | |||
Accounts receivable, percentage by customer | 10.00% | ||
Customer Concentration Risk | Total Trade Accounts Receivable Royalties And Other Receivables | Pfizer [Member] | |||
Accounts receivable, percentage by customer | 10.00% |
Segment Reporting - Percentage
Segment Reporting - Percentage of Revenue by Geographic Area (Detail) - Geographic Concentration Risk - Total Revenue | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 100.00% | 100.00% |
North America | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 40.00% | 42.00% |
Europe | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 43.00% | 39.00% |
APAC/Other | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 17.00% | 19.00% |