Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Mar. 12, 2015 | Jun. 30, 2014 | |
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | RGEN | ||
Entity Registrant Name | REPLIGEN CORP | ||
Entity Central Index Key | 730272 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 32,777,774 | ||
Entity Public Float | $744,293,642 |
CONSOLIDATED_BALANCE_SHEETS
CONSOLIDATED BALANCE SHEETS (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Current assets: | ||
Cash and cash equivalents | $35,363,024 | $39,829,653 |
Marketable securities | 23,090,209 | 21,793,550 |
Accounts receivable, less reserve for doubtful accounts of $40,644 and $10,000 respectively | 7,760,382 | 4,946,132 |
Royalties and other receivables | 239,890 | 6,730,818 |
Inventories, net | 12,383,633 | 11,798,638 |
Deferred tax asset, net | 4,928 | 1,984 |
Prepaid expenses and other current assets | 2,103,576 | 1,249,824 |
Total current assets | 80,945,642 | 86,350,599 |
Property, plant and equipment, at cost: | ||
Leasehold improvements | 9,108,214 | 8,973,615 |
Equipment | 13,115,630 | 13,684,954 |
Furniture and fixtures | 2,270,347 | 2,116,017 |
Construction in progress | 3,847,746 | 21,647 |
Total property, plant and equipment, at cost | 28,341,937 | 24,796,233 |
Less: Accumulated depreciation | -13,815,697 | -12,287,010 |
Property, plant and equipment, net | 14,526,240 | 12,509,223 |
Long-term deferred tax asset, net | 184,848 | |
Long-term marketable securities | 3,550,210 | 12,218,602 |
Intangible assets, net | 14,636,307 | 6,187,632 |
Goodwill | 14,184,835 | 994,000 |
Restricted cash | 450,000 | 200,000 |
Total assets | 128,293,234 | 118,644,904 |
Current liabilities: | ||
Accounts payable | 3,863,350 | 1,721,459 |
Accrued liabilities | 6,819,063 | 9,579,712 |
Total current liabilities | 10,682,413 | 11,301,171 |
Other long-term liabilities | 5,879,013 | 3,457,631 |
Commitments and contingencies (Note 6) | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $.01 par value, 80,000,000 shares authorized, 32,774,374 shares at December 31, 2014 and 31,925,741 shares at December 31, 2013 issued and outstanding | 327,744 | 319,257 |
Additional paid-in capital | 198,064,414 | 190,625,937 |
Accumulated other comprehensive income (loss) | -5,773,142 | 1,998,330 |
Accumulated deficit | -80,887,208 | -89,057,422 |
Total stockholders' equity | 111,731,808 | 103,886,102 |
Total liabilities and stockholders' equity | $128,293,234 | $118,644,904 |
CONSOLIDATED_BALANCE_SHEETS_Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Accounts receivable, reserve for doubtful accounts | $40,644 | $10,000 |
Preferred stock, par value | $0.01 | $0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | ||
Preferred stock, shares outstanding | ||
Common stock, par value | $0.01 | $0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 32,774,374 | 31,925,741 |
Common stock, shares outstanding | 32,774,374 | 31,925,741 |
CONSOLIDATED_STATEMENTS_OF_OPE
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue: | |||
Product revenue | $60,431,508 | $47,482,382 | $41,834,188 |
Royalty and other revenue | 3,116,841 | 20,687,241 | 20,432,348 |
Total revenue | 63,548,349 | 68,169,623 | 62,266,536 |
Operating expenses: | |||
Cost of product revenue | 28,022,034 | 22,481,122 | 24,957,243 |
Cost of royalty and other revenue | 2,682,177 | 2,213,004 | |
Research and development | 5,608,693 | 7,340,698 | 10,489,811 |
Selling, general and administrative | 17,154,555 | 12,701,195 | 13,226,732 |
Contingent consideration - fair value adjustments | 2,071,994 | 91,191 | 610,877 |
Gain on bargain purchase | -314,244 | ||
Total operating expenses | 52,857,276 | 45,296,383 | 51,183,423 |
Income from operations | 10,691,073 | 22,873,240 | 11,083,113 |
Investment income | 309,467 | 301,078 | 218,604 |
Interest expense | -49,957 | -49,849 | -56,714 |
Other income (expense) | 188,000 | -110,648 | 26,403 |
Income before income taxes | 11,138,583 | 23,013,821 | 11,271,406 |
Income tax (benefit) provision | 2,968,369 | 6,920,666 | -2,884,631 |
Net income | 8,170,214 | 16,093,155 | 14,156,037 |
Earnings per share: | |||
Basic | $0.25 | $0.51 | $0.46 |
Diluted | $0.25 | $0.50 | $0.45 |
Weighted average shares outstanding: | |||
Basic | 32,497,657 | 31,667,015 | 30,914,424 |
Diluted | 33,263,667 | 32,406,641 | 31,253,434 |
Other comprehensive income: | |||
Unrealized (loss) gain on investments | -27,773 | -19,411 | 7,792 |
Foreign currency translation (loss) gain | -7,743,699 | 105,771 | 1,790,551 |
Comprehensive income | $398,742 | $16,179,515 | $15,954,380 |
CONSOLIDATED_STATEMENTS_OF_STO
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance, at Dec. 31, 2011 | $65,987,000 | $307,148 | $184,872,839 | $113,627 | ($119,306,614) |
Balance, (in shares) at Dec. 31, 2011 | 30,714,757 | ||||
Net income | 14,156,037 | 14,156,037 | |||
Unrealized gain on investments | 7,792 | 7,792 | |||
Foreign currency translation adjustment | 1,790,551 | 1,790,551 | |||
Share-based compensation expense | 1,024,152 | 1,024,152 | |||
Exercise of stock options (in shares) | 480,284 | ||||
Exercise of stock options | 1,159,064 | 4,802 | 1,154,262 | ||
Balance, at Dec. 31, 2012 | 84,124,596 | 311,950 | 187,051,253 | 1,911,970 | -105,150,577 |
Balance, (in shares) at Dec. 31, 2012 | 31,195,041 | ||||
Net income | 16,093,155 | 16,093,155 | |||
Unrealized gain on investments | -19,411 | -19,411 | |||
Foreign currency translation adjustment | 105,771 | 105,771 | |||
Share-based compensation expense | 1,059,806 | 1,059,806 | |||
Exercise of stock options (in shares) | 730,700 | ||||
Exercise of stock options | 2,522,185 | 7,307 | 2,514,878 | ||
Balance, at Dec. 31, 2013 | 103,886,102 | 319,257 | 190,625,937 | 1,998,330 | -89,057,422 |
Balance, (in shares) at Dec. 31, 2013 | 31,925,741 | ||||
Net income | 8,170,214 | 8,170,214 | |||
Unrealized gain on investments | -27,773 | -27,773 | |||
Foreign currency translation adjustment | -7,743,699 | -7,743,699 | |||
Share-based compensation expense | 1,766,532 | 1,766,532 | |||
Shares issued in acquisition (in shares) | 215,285 | ||||
Shares issued in acquisition | 4,000,000 | 2,153 | 3,997,847 | ||
Exercise of stock options (in shares) | 700,738 | 633,348 | |||
Exercise of stock options | 1,680,432 | 6,334 | 1,674,098 | ||
Balance, at Dec. 31, 2014 | $111,731,808 | $327,744 | $198,064,414 | ($5,773,142) | ($80,887,208) |
Balance, (in shares) at Dec. 31, 2014 | 32,774,374 |
CONSOLIDATED_STATEMENTS_OF_CAS
CONSOLIDATED STATEMENTS OF CASH FLOWS (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Cash flows from operating activities: | |||
Net income | $8,170,214 | $16,093,155 | $14,156,037 |
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Depreciation and amortization | 4,019,387 | 3,113,892 | 3,508,592 |
Stock-based compensation expense | 1,766,532 | 1,059,806 | 1,024,152 |
Deferred tax expense (benefit) | 295,095 | 2,787,967 | -3,143,268 |
Gain on bargain purchase | -314,244 | ||
Loss on revaluation of contingent consideration | 2,071,994 | 91,191 | 610,877 |
Gain on disposal of assets | 35,028 | 1,836 | |
Changes in assets and liabilities: | |||
Accounts receivable | -1,596,803 | -773,954 | -1,211,343 |
Royalties and other receivables | 6,557,205 | 2,399,697 | -5,923,675 |
Inventories | -860,124 | -625,895 | 2,734,239 |
Prepaid expenses and other current assets | -820,060 | 57,604 | 30,266 |
Accounts payable | 2,288,064 | -733,728 | 1,001,546 |
Accrued liabilities | -2,489,152 | 1,256,736 | 2,083,964 |
Long-term liabilities | -1,036,082 | 1,201,660 | -1,110,791 |
Net cash provided by operating activities | 18,401,298 | 25,929,967 | 13,439,608 |
Cash flows from investing activities: | |||
Purchases of marketable securities | -27,507,599 | -42,480,331 | -39,109,959 |
Redemptions of marketable securities | 34,803,854 | 29,208,818 | 43,214,487 |
Acquisition of assets of Refine Technology, LLC | -21,235,937 | ||
Increase of restricted cash | -250,000 | ||
Purchases of property, plant and equipment | -5,602,547 | -4,634,776 | -1,263,647 |
Net cash provided by (used in) investing activities | -19,792,229 | -17,906,289 | 2,840,881 |
Cash flows from financing activities: | |||
Exercise of stock options | 1,680,431 | 2,450,220 | 1,159,064 |
Excess tax benefit on exercise of stock options | 71,964 | ||
Net cash provided by financing activities | 1,680,431 | 2,522,184 | 1,159,064 |
Effect of exchange rate changes on cash and cash equivalents | -4,756,129 | 73,970 | 602,523 |
Net increase (decrease) in cash and cash equivalents | -4,466,629 | 10,619,832 | 18,042,076 |
Cash and cash equivalents, beginning of period | 39,829,653 | 29,209,821 | 11,167,745 |
Cash and cash equivalents, end of period | 35,363,024 | 39,829,653 | 29,209,821 |
Supplemental information: | |||
Income taxes paid | 2,547,000 | 1,264,000 | 140,000 |
Contingent Consideration | |||
Adjustments to reconcile net income to net cash provided by operating activities: | |||
Loss on revaluation of contingent consideration | $2,071,994 | $91,191 | $604,133 |
CONSOLIDATED_STATEMENTS_OF_CAS1
CONSOLIDATED STATEMENTS OF CASH FLOWS (Parenthetical) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Business Acquisitions: | |
Net cash paid for business acquisition | $21,235,937 |
Refine Technology, LLC | |
Business Acquisitions: | |
Fair value of tangible assets acquired | 1,175,398 |
Fair value of accounts receivable | 1,646,746 |
Fair value of other assets | 184,080 |
Liabilities assumed | -365,359 |
Fair value of stock issued | -4,000,000 |
Cost in excess of fair value of assets acquired (Goodwill) | 13,198,835 |
Acquired identifiable intangible assets | 9,100,000 |
In-process research and development | 1,600,000 |
Business Combination Considerations Transferred Net | 22,539,660 |
Less accrued contingent consideration | -1,370,000 |
Working capital adjustment, reflected in other receivables as of December 31, 2014 | 66,277 |
Net cash paid for business acquisition | $21,235,937 |
Organization_and_Nature_of_Bus
Organization and Nature of Business | 12 Months Ended | |
Dec. 31, 2014 | ||
Organization and Nature of Business | 1 | Organization and Nature of Business |
Repligen Corporation (“Repligen” or the “Company”) is a life sciences company that develops, manufactures and markets high-value, consumable bioprocessing products for life sciences companies and biopharmaceutical manufacturing companies worldwide. The Company is a world-leading manufacturer of both native and recombinant forms of Protein A, critical reagents used in biomanufacturing to separate and purify monoclonal antibodies, a type of biologic drug. Repligen also supplies several growth factor products, ATF System products and cell filtration products used to increase cell culture productivity during the bioproduction process. In the expanding area of flexible biomanufacturing technologies, the Company has developed and currently markets a series of OPUS chromatography columns for use in clinical-scale manufacturing. The Company generally manufactures and sells Protein A and growth factors to life sciences companies under long-term supply agreements and sells its chromatography columns, as well as media and quality test kits, and ATF products directly to biopharmaceutical companies or contract manufacturing organizations or through distributors. Repligen refers to these activities as its bioprocessing business. The Company manufactures its products in production facilities in the United States and Sweden. | ||
Historically, Repligen also conducted activities aimed at developing proprietary therapeutic drug candidates, often with a potential of entering into a collaboration with a larger commercial stage pharmaceutical or biotechnology company in respect of these programs. In addition, the Company has out-licensed certain intellectual property to Bristol-Myers Squibb Company, from which Repligen received royalties on Bristol’s net sales in the United States of their product Orencia®. On April 7, 2008, the Company entered into a settlement agreement with Bristol in connection with a patent infringement lawsuit that Repligen filed against Bristol. Under the terms of the settlement agreement, Bristol was obligated to pay us royalties on its U.S. net sales of Orencia® for any clinical indication at a rate of 1.8% for the first $500,000,000 of annual sales, 2.0% for the next $500,000,000 of annual sales and 4% of annual sales in excess of $1 billion. Under the terms of the agreement, Repligen will not receive any future royalties on Bristol’s sales of Orencia® made after December 31, 2013. As part of Repligen’s strategic decision in 2012 to focus the Company’s efforts on its core bioprocessing business, the Company reduced efforts on its clinical development programs and increased its efforts to find collaboration partners to finish their development and, if successful, commercialize these therapeutic drug candidates. | ||
The Company is subject to a number of risks typically associated with companies in the biotechnology industry. These risks principally include the Company’s dependence on key customers, development by the Company or its competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with the FDA and other governmental regulations and approval requirements, as well as the ability to grow the Company’s business and obtain adequate funding to finance this growth. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Summary of Significant Accounting Policies | 2 | Summary of Significant Accounting Policies | |||||||||||||||
Use of Estimates | |||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 periods. | |||||||||||||||||
Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost method investments, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, contingent liabilities, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. | |||||||||||||||||
Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. | |||||||||||||||||
Consolidation | |||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB and Repligen Singapore Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||
Foreign Currency | |||||||||||||||||
The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments including adjustments related to the Company’s intercompany loan with Repligen Sweden are remeasured at each period end and included in accumulated other comprehensive income. | |||||||||||||||||
Revenue Recognition | |||||||||||||||||
Product Sales | |||||||||||||||||
The Company’s revenue recognition policy is to recognize revenues from product sales and services in accordance with ASC 605, Revenue Recognition. These standards require that revenues are recognized when persuasive evidence of an arrangement exists, product delivery, including customer acceptance, has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Determination of whether these criteria have been met are based on management’s judgments primarily regarding the fixed nature of the fee charged for the product delivered and the collectability of those fees. The Company has a few longstanding customers who comprise the majority of revenue and have excellent payment histories and therefore the Company does not require collateral. The Company has had no significant write-offs of uncollectible invoices in the periods presented. When more than one element such as equipment, consumables, and services are contained in a single arrangement, the Company allocates revenue between the elements based on each element’s relative selling price, provided that each element meets the criteria for treatment as a separate unit of accounting. An item is considered a separate unit of accounting if it has value to the customer on a stand-alone basis. The selling price of the undelivered elements is determined by the price charged when the element is sold separately, or in cases when the item is not sold separately, by third-party evidence of selling price or management’s best estimate of selling price. | |||||||||||||||||
The Company’s product revenues are 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. On product sales to end customers, revenue is recognized, net of discounts, when both the title and risk of loss have transferred to the customer, as determined by the shipping terms provided there are no uncertainties regarding acceptance, and all obligations have been completed. Generally, our product arrangements for equipment sales are multiple element arrangements, and may include services, such as installation and training, and multiple products, such as consumables and spare parts. In accordance with ASC 605-25, based on terms and conditions of the product arrangements, the Company believes that these services and undelivered products can be accounted for separately from the delivered product element as the delivered products have value to our customers on a standalone basis. Accordingly, revenue for services not yet performed at the time of product shipment are deferred and recognized as such services are performed. The relative selling price of any undelivered products is also deferred at the time of shipment and recognized as revenue when these products are delivered. For product sales to distributors, the Company recognizes revenue for both equipment and consumables upon delivery to the distributor unless direct shipment to the end user is requested. In this case, revenue is recognized upon delivery to the end user’s location. In general, distributors are responsible for shipment to the end customer along with installation, training and acceptance of the equipment by the end customer. Sales to distributors are not contingent upon resale of the product. | |||||||||||||||||
At the time of sale, the Company also evaluates the need to accrue for warranty and sales returns. The supply agreements the Company has with its customers and the related purchase orders identify the terms and conditions of each sale and the price of the goods ordered. Due to the nature of the sales arrangements, inventory produced for sale is tested for quality specifications prior to shipment. Since the product is manufactured to order and in compliance with required specifications prior to shipment, the likelihood of sales return, warranty or other issues is largely diminished. Furthermore, there is no customer right of return in our sales agreements. Sales returns and warranty issues are infrequent and have had nominal impact on the Company’s financial statements historically. | |||||||||||||||||
The Scripps Research Institute | |||||||||||||||||
On April 6, 2007, the Company entered into an exclusive worldwide commercial license agreement (“Scripps License Agreement”) with The Scripps Research Institute (“Scripps”). Pursuant to the License Agreement, the Company obtained a license to use, commercialize and sublicense certain patented technology and improvements thereon, owned or licensed by Scripps, relating to compounds that may have utility in treating Friedreich’s ataxia, an inherited neurodegenerative disease. | |||||||||||||||||
Pursuant to the Scripps License Agreement, the Company agreed to pay Scripps an initial license fee of $300,000, certain royalty and sublicense fees and, in the event that the Company achieved specified developmental and commercial milestones, certain additional milestone payments. Total future milestone payments, if all milestones had been achieved, would have been approximately $4,300,000. In addition, the Company issued Scripps and certain of its designees 87,464 shares of the Company’s common stock, which had a value of $300,000 on the date of issuance. | |||||||||||||||||
In connection with the Scripps License Agreement, the Company issued warrants to an individual at Scripps to purchase up to 150,000 shares of common stock. No expense has been recorded related to these warrants through December 31, 2014. During the year ending December 31, 2014, the warrant’s seven-year term expired. | |||||||||||||||||
As of January 2014, all rights and obligations have been transferred to BioMarin. | |||||||||||||||||
Sale of Intellectual Property to BioMarin | |||||||||||||||||
In January 2014, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”) to sell Repligen’s histone deacetylase inhibitor (HDACi) portfolio. Pursuant to the terms of the Asset Purchase Agreement, the Company received $2 million from BioMarin as an upfront payment on January 30, 2014 and a $125,675 payment on September 3, 2014 upon completion of the Technology Transfer. The Company is entitled to receive up to $160 million in potential future milestone payments for the development, regulatory approval and commercial sale of portfolio compounds included in the agreement. These potential milestone payments are approximately 37% related to clinical development and 63% related to initial commercial sales in specific geographies. In addition, Repligen is eligible to receive royalties on sales of therapeutic products originating from the HDACi portfolio. The royalty rates are tiered and begin in the mid-single-digits for the first HDACi portfolio product and for the first non-HDACi portfolio product with lesser amounts for any backup products developed under the Asset Purchase Agreement. Repligen’s receipt of these royalties is subject to customary offsets and deductions. There are no refund provisions in this agreement. The Company recognized $2.1 million of revenue in the fiscal year ended December 31, 2014 related to the transfer of the HDACi technology under the Asset Purchase Agreement. Any milestones earned upon specified clinical development or commercial sales events or future royalty payments, under the Asset Purchase Agreement will be recognized as revenue when they are earned. | |||||||||||||||||
Activities under this agreement were evaluated in accordance with ASC 605-25 to determine if they represented a multiple element revenue arrangement. The Company identified the following deliverables in the BioMarin agreement: | |||||||||||||||||
• | The assignment by Repligen to BioMarin of the Repligen Technology (“Repligen Know-How” and “Repligen Patents”) and the Scripps Agreement (the “Transferred Assets”); | ||||||||||||||||
• | The transfer of certain notebooks, data, documents, biological materials (if any) and other such documents in our possession that might be useful to further development of the program (the “Technology Transfer”). | ||||||||||||||||
Two criteria must be met in order for a deliverable to be considered a separate unit of accounting. The first criterion requires that the delivered item or items have value to the customer on a stand-alone basis. The second criterion, which relates to evaluating a general right of return, is not applicable because such a provision does not exist in the Asset Purchase Agreement. The deliverables outlined above were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting. Factors considered in this determination included, among other things, BioMarin’s right under the agreement to assign the Transferred Assets, whether any other vendors sell the items separately and if BioMarin could use the delivered item for its intended purpose without the receipt of the remaining deliverables. If multiple deliverables included in an arrangement are separable into different units of accounting, the multiple-element arrangements guidance addresses how to allocate the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative selling price. | |||||||||||||||||
The Company identified the arrangement consideration to allocate among the units of accounting as the $2.0 million non-refundable up-front payment and the $125,675 payment to be received upon completion of the Technology Transfer. The Company excluded the potential milestone payments provided for in the Asset Purchase Agreement from the arrangement consideration as they were not considered fixed or determinable at the time the Asset Purchase Agreement was signed. Because Repligen had not sold these items on a standalone basis previously, Repligen had no vendor-specific objective evidence of selling price. Furthermore, Repligen did not have detailed third-party evidence of selling price, and as a result we used our best estimate of selling price for each item. In determining these prices, Repligen considered what Repligen would be willing to sell the items for on a standalone basis, what the market would bear for such items and what another party might charge for these items. | |||||||||||||||||
The up-front arrangement consideration allocated to the Transferred Assets was recognized upon execution of the Asset Purchase Agreement as the risks and rewards associated with the Transferred Assets transferred at that time. The Company used a discounted cash flow analysis to determine the value of the Transferred Assets. Key assumptions in the analysis included: the estimated market size for a compound targeted at Friedreich’s ataxia, the estimated remaining costs of development and time to commercialization, and the probability of successfully developing and commercializing the program. Based on this analysis, the Company allocated $2,115,000 to the value of the Transferred Assets. However, as the recognized revenue is limited to the non-contingent consideration received, the Company recognized $2,000,000, the amount of the up-front payment, as revenue in the three months ended March 31, 2014. | |||||||||||||||||
The estimated selling price of the Technology Transfer items was approximately $300,000 resulting in consideration allocation of approximately $11,000. However, as this item was not delivered prior to March 31, 2014, the Company did not recognize any revenue related to the Technology Transfer in the three months ended March 31, 2014. Repligen received the payment and recognized $125,675 of other revenues in September 2014 upon completion of the Technology Transfer. | |||||||||||||||||
The Company believes that a change in the key assumptions used to determine best estimate of selling price for each of the deliverables would not have a significant effect on the allocation of arrangement consideration. | |||||||||||||||||
In addition to the $2.1 million up-front payment, the Company is also eligible to receive up to $160 million in potential milestone payments from BioMarin comprised of: | |||||||||||||||||
• | Up to $60 million related to the achievement of specified clinical and regulatory milestone events; and | ||||||||||||||||
• | Up to $100 million related to the achievement of specified commercial sales events, specifically the first commercial sale in specific territories. | ||||||||||||||||
The Company evaluated the potential milestones in accordance with ASC 605-28, which allows an entity to make an accounting policy election to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. This evaluation included an assessment of the risks that must be overcome to achieve the respective milestone as well as whether the achievement of the milestone was due in part to our initial clinical work, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. | |||||||||||||||||
The Company believes that the $60 million of specified clinical and regulatory milestone payments are substantive. Therefore, any such milestones achieved will be recognized as revenue when earned. | |||||||||||||||||
Any milestones achieved upon specified commercial sales events or future royalty payments are considered contingent revenue under the Asset Purchase Agreement, and will be recognized as revenue when they are earned as there are no undelivered elements remaining and no continuing performance obligations under the arrangement. | |||||||||||||||||
Sale of SecreFlo | |||||||||||||||||
On December 23, 2014, the Company sold our synthetic human secretin line, SecreFlo, to Innovate Biopharmaceuticals, Inc., or Innovate, pursuant to an asset purchase agreement. Under the terms of the agreement, Repligen received a nominal upfront payment and is eligible to receive royalties on net sales of qualified products for a period beginning on the first commercial sale of such product through the earlier of the expiration of the regulatory exclusivity period for the product or 10 years from its first commercial sale. | |||||||||||||||||
Pfizer License Agreement | |||||||||||||||||
In December 2012, the Company entered into an exclusive worldwide licensing agreement (the “License Agreement”) with Pfizer Inc. (“Pfizer”) to advance the spinal muscular atrophy program, or SMA program. Pursuant to the terms of the License Agreement, the Company received $5 million from Pfizer as an upfront payment on January 22, 2013, a $1 million milestone payment on September 4, 2013 and a $1 million milestone payment on December 28, 2014. On January 26, 2015 Pfizer notified the Company that they were terminating the License Agreement for convenience, effective as of April 26, 2015. The Company has no further obligations to Pfizer and does not intend to invest additional resources to the development of the SMA program. | |||||||||||||||||
Orencia Royalty | |||||||||||||||||
In April 2008, the Company settled its outstanding litigation with Bristol-Myers Squibb Company (“Bristol”) and began recognizing royalty revenue in fiscal year 2009 for Bristol’s net sales in the United States of Orencia® which is used in the treatment of rheumatoid arthritis. The royalty agreement with Bristol provided that the Company would receive such royalty payments on sales of Orencia® by Bristol through December 31, 2013. These royalty payments have ceased. Pursuant to the settlement with Bristol (“Bristol Settlement”), the Company recognized royalty revenue of approximately $0, $17,881,000 and $14,753,000 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. Revenue earned from Bristol royalties was recorded in the periods when it was earned based on royalty reports sent by Bristol to the Company. The Company has no continuing obligations to Bristol as a result of this settlement. | |||||||||||||||||
Pursuant to the Bristol Settlement, Repligen remitted to the University of Michigan 15% of all royalty revenue received from Bristol. Royalty expense for the fiscal years ended December 31, 2014, 2013 and 2012 was approximately $0, $2,682,000 and $2,213,000, respectively. This operating expense was included in the Company’s statements of comprehensive income under the line item “Cost of royalty revenue.” | |||||||||||||||||
Therapeutics Licensing Agreements | |||||||||||||||||
Activities under licensing agreements are evaluated in accordance with ASC 605-25 to determine if they represent a multiple element revenue arrangement. The Company identifies the deliverables included within the agreement and evaluates which deliverables represent separate units of accounting. The Company accounts for those components as separate units of accounting if the following two criteria are met: | |||||||||||||||||
• | The delivered item or items have value to the customer on a stand-alone basis. | ||||||||||||||||
• | If there is a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and within our control. | ||||||||||||||||
Factors considered in this determination include, among other things, whether any other vendors sell the items separately and if the licensee could use the delivered item for its intended purpose without the receipt of the remaining deliverables. If multiple deliverables included in an arrangement are separable into different units of accounting, the Company allocates the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative selling price. Revenue is recognized for each unit of accounting when the appropriate revenue recognition criteria are met. | |||||||||||||||||
Future milestone payments, if any, under a license agreement will be recognized under the provisions of ASC 605-28, which the Company adopted on January 1, 2011. The Company has elected to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. A milestone is substantive if: | |||||||||||||||||
• | It can only be achieved based in whole or in part on either (1) the Company’s performance or (2) on the occurrence of a specific outcome resulting from the Company’s performance; | ||||||||||||||||
• | There is substantive uncertainty at the date an arrangement is entered into that the event will be achieved; and | ||||||||||||||||
• | It would result in additional payments being due to the entity. | ||||||||||||||||
The commercial milestone payments and royalty payments received under license agreements, if any, will be recognized as revenue when they are earned. | |||||||||||||||||
Research and Development Agreements | |||||||||||||||||
For the fiscal years ended December 31, 2014, 2013 and 2012, the Company recognized $0, $1,589,000 and $803,000 of revenue, respectively, from sponsored research and development projects under agreements with the National Institutes of Health / Scripps Research Institute, the Muscular Dystrophy Association, Go Friedreich’s Ataxia Research, the European Friedrich’s Ataxia Consortium for Translational Studies, and the Friedreich’s Ataxia Research Alliance. | |||||||||||||||||
Research revenue is recognized when the expense has been incurred and services have been performed. Determination of which costs incurred qualify for reimbursement under the terms of the Company’s contractual agreements and the timing of when such costs were incurred involves the judgment of management. The Company’s calculations are based upon the agreed-upon terms as stated in the arrangements. However, should the estimated calculations change or be challenged by other parties to the agreements, research revenue may be adjusted in subsequent periods. The calculations have not historically changed or been challenged and the Company does not anticipate any subsequent change in its revenue related to sponsored research and development projects. | |||||||||||||||||
There have been no material changes to the Company’s initial estimates related to revenue recognition in any periods presented in the accompanying consolidated financial statements. | |||||||||||||||||
Risks and Uncertainties | |||||||||||||||||
The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks which have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. | |||||||||||||||||
Cash, Cash Equivalents and Marketable Securities | |||||||||||||||||
At December 31, 2014 and December 31, 2013, the Company’s investments included money market funds as well as short-term and long-term marketable securities. Marketable securities are investments with original maturities of greater than 90 days. Long-term marketable securities are securities with maturities of greater than one year. The average remaining contractual maturity of marketable securities at December 31, 2014 is approximately 7.7 months. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2014: | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 12,716,167 | $ | 2,174 | $ | (2,072 | ) | $ | 12,716,269 | ||||||||
Corporate and other debt securities | 10,373,332 | 4,229 | (3,621 | ) | 10,373,940 | ||||||||||||
23,089,499 | 6,403 | (5,693 | ) | 23,090,209 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 1,227,843 | — | (207 | ) | 1,227,636 | ||||||||||||
Corporate and other debt securities | 2,326,066 | — | (3,492 | ) | 2,322,574 | ||||||||||||
3,553,909 | — | (3,699 | ) | 3,550,210 | |||||||||||||
Total | $ | 26,643,408 | $ | 6,403 | $ | (9,392 | ) | $ | 26,640,419 | ||||||||
At December 31, 2014, the Company’s investments included forty-one debt securities in unrealized loss positions with a total unrealized loss of approximately $9,400 and a total fair market value of approximately $23,666,285. All investments with gross unrealized losses have been in unrealized loss positions for less than 12 months. The unrealized losses were caused primarily by current economic and market conditions. There was no change in the credit risk of the securities. The Company does not intend to sell any investments in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. There were no realized gains or losses on the investments for the fiscal years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2013: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 8,165,464 | $ | 435 | $ | (630 | ) | $ | 8,165,269 | ||||||||
Corporate and other debt securities | 13,626,690 | 3,636 | (2,045 | ) | 13,628,281 | ||||||||||||
21,792,154 | 4,071 | (2,675 | ) | 21,793,550 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 11,599,415 | 466 | (7,034 | ) | 11,592,847 | ||||||||||||
Corporate and other debt securities | 625,882 | 100 | (227 | ) | 625,755 | ||||||||||||
12,225,297 | 566 | (7,261 | ) | 12,218,602 | |||||||||||||
Total | $ | 34,017,451 | $ | 4,637 | $ | (9,936 | ) | $ | 34,012,152 | ||||||||
The contractual maturities of debt securities at December 31, 2014 were as follows: | |||||||||||||||||
Amortized | Fair Value | ||||||||||||||||
Cost | |||||||||||||||||
Due in 1 year or less | $ | 23,089,499 | $ | 23,090,209 | |||||||||||||
Due in 1 to 2 years | 3,553,909 | 3,550,210 | |||||||||||||||
$ | 26,643,408 | $ | 26,640,419 | ||||||||||||||
Fair Value Measurement | |||||||||||||||||
In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. 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. | |||||||||||||||||
The Company’s fixed income investments are comprised of obligations of U.S. government agencies, corporate debt securities and other interest bearing securities. These investments have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of December 31, 2014. | |||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets measured at fair value on a recurring basis as of December 31, 2014: | |||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant | Significant | Total | ||||||||||||||
active markets for | other observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 4,889,153 | $ | — | $ | — | $ | 4,889,153 | |||||||||
U.S. Government and agency securities | 7,263,624 | 6,680,281 | — | 13,943,905 | |||||||||||||
Corporate and other debt securities | — | 12,696,514 | — | 12,696,514 | |||||||||||||
Total | $ | 12,152,777 | $ | 19,376,795 | $ | — | $ | 31,529,572 | |||||||||
The Company has no other assets or liabilities for which fair value measurement is either required or has been elected to be applied, other than the liabilities for contingent consideration recorded in connection with the Novozymes Acquisition, the acquisition of the assets of BioFlash Partners, LLC (“BioFlash”) and the Refine Acquisition. The contingent consideration related to the Novozymes Acquisition is based upon actual amounts remaining to be paid to Novozymes Denmark per the Deed of Settlement and Amendment entered into on May 5, 2014. The contingent consideration related to BioFlash is valued using management’s estimates of royalties to be paid to the former shareholders of BioFlash based on sales of the acquired assets. The contingent consideration related to the Refine Acquisition is valued using management’s estimates of expected future milestone payments based on forecasted sales of the acquired assets and portion of any receipts that might be received in connection with the resolution, withdrawal or settlement of certain patent disputes with a third party to be paid to the former shareholders of Refine. These valuations are Level 3 valuations as the primary inputs are unobservable. | |||||||||||||||||
The following tables provide quantitative information associated with the fair value measurement of the Company’s contingent consideration related to Refine using Level 3 inputs: | |||||||||||||||||
Contingent Consideration | |||||||||||||||||
Refine | |||||||||||||||||
Fair value as of December 31, 2014 | $3,321,000 | ||||||||||||||||
Valuation technique | Probability-adjusted | ||||||||||||||||
discounted cash flow | |||||||||||||||||
Periods in which milestones can be achieved | 2014 – 2016 | ||||||||||||||||
Fixed | Variable | Accrued | |||||||||||||||
Earn-out | Earn-out | Balance | |||||||||||||||
2014 | $ | 1,000,000 | — | $ | 1,000,000 | ||||||||||||
2015 | 3,500,000 | 850,000 | 2,219,000 | ||||||||||||||
2016 | 4,250,000 | 1,250,000 | 102,000 | ||||||||||||||
The significant unobservable inputs used in the fair value measurement of Refine’s contingent consideration are the probabilities of a successful achievement of sales milestones, the period in which these milestones are expected to be achieved and a discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. | |||||||||||||||||
Changes in the fair value of contingent consideration in fiscal 2014 are primarily attributable to a 850,000 Euro milestone payment made to Novozymes Denmark and a $80,000 minimum royalty payment made to BioFlash, which were previously accrued, and the addition and remeasurement of the $3,321,000 contingent consideration related to Refine. The following table provides a roll forward of the fair value of the contingent consideration: | |||||||||||||||||
Balance at December 31, 2013 | $ | 1,648,928 | |||||||||||||||
Additions | 1,370,000 | ||||||||||||||||
Payments | (1,246,348 | ) | |||||||||||||||
Changes in fair value | 2,071,994 | ||||||||||||||||
Balance at December 31, 2014 | $ | 3,844,574 | |||||||||||||||
There were no remeasurements to fair value during the year ended December 31, 2014 of financial assets and liabilities that are not measured at fair value on a recurring basis. | |||||||||||||||||
Inventories | |||||||||||||||||
Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, fair market value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products. Expected sales volumes are determined based on supply forecasts provided by key customers for the next 3 to 12 months. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment. Reserves for excess and obsolete inventory were $78,000 and $183,000 as of December 31, 2014 and 2013, respectively. During the year ended December 31, 2013, several lots were identified which increased the reserve and were subsequently written off. The reserve balance at December 31, 2014, is sufficient to cover an excess or obsolete inventory for the consolidated Company. | |||||||||||||||||
A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. | |||||||||||||||||
Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Inventories consist of the following: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw Materials | $ | 5,373,860 | $ | 4,557,870 | |||||||||||||
Work-in-process | 2,256,265 | 4,285,648 | |||||||||||||||
Finished products | 4,753,508 | 2,955,120 | |||||||||||||||
Total | $ | 12,383,633 | $ | 11,798,638 | |||||||||||||
Accrued Liabilities | |||||||||||||||||
The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. | |||||||||||||||||
The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the financial statements. | |||||||||||||||||
Income Taxes | |||||||||||||||||
Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
Property, Plant & Equipment | |||||||||||||||||
Property, Plant & Equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: | |||||||||||||||||
Classification | Estimated Useful Life | ||||||||||||||||
Leasehold improvements | Shorter of the term of the lease or estimated useful life | ||||||||||||||||
Equipment | Three to eight years | ||||||||||||||||
Furniture and fixtures | Three to eight years | ||||||||||||||||
For depreciation of property and equipment, the Company expensed approximately $2,594,000, $2,092,000 and $2,492,000 in the years ended December 31, 2104, 2013 and 2012, respectively. | |||||||||||||||||
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 restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Share-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting are considered participating securities and are included in the calculation of basic and diluted earnings per share. | |||||||||||||||||
A reconciliation of basic and diluted share amounts is as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Numerator: | |||||||||||||||||
Net income | $ | 8,170,214 | $ | 16,093,155 | $ | 14,156,037 | |||||||||||
Denominator: | |||||||||||||||||
Basic weighted average common shares outstanding | 32,497,657 | 31,667,015 | 30,914,424 | ||||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 766,010 | 739,626 | 339,010 | ||||||||||||||
Diluted weighted average common shares outstanding | 33,263,667 | 32,406,641 | 31,253,434 | ||||||||||||||
Basic net income per common share | $ | 0.25 | $ | 0.51 | $ | 0.46 | |||||||||||
Diluted net income per common share | $ | 0.25 | $ | 0.5 | $ | 0.45 | |||||||||||
At December 31, 2014, there were outstanding options to purchase 1,225,117 shares of the Company’s common stock at a weighted average exercise price of $8.31 per share. For the fiscal year ended December 31, 2014, 307,475 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. | |||||||||||||||||
At December 31, 2013, there were outstanding options to purchase 1,610,988 shares of the Company’s common stock at a weighted average exercise price of $5.07 per share. For the fiscal year ended December 31, 2013, 187,000 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. | |||||||||||||||||
At December 31, 2012, there were outstanding options to purchase 2,315,090 shares of the Company’s common stock at a weighted average exercise price of $4.20 per share. For the fiscal year ended December 31, 2012, 1,296,700 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. | |||||||||||||||||
Segment Reporting | |||||||||||||||||
The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment. As a result, the financial information disclosed herein represents all of the material financial information related to the Company’s principal operating segment. | |||||||||||||||||
The following table represents the Company’s total revenue by geographic area (based on the location of the customer): | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Sweden | 38 | % | 35 | % | 42 | % | |||||||||||
United States | 33 | % | 51 | % | 46 | % | |||||||||||
United Kingdom | 20 | % | 12 | % | 9 | % | |||||||||||
Other | 9 | % | 2 | % | 3 | % | |||||||||||
Total | 100 | % | 100 | % | 100 | % | |||||||||||
The following table represents the Company’s total assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 83,784,971 | $ | 73,557,001 | |||||||||||||
Sweden | 44,508,263 | 45,087,903 | |||||||||||||||
Total | $ | 128,293,234 | $ | 118,644,904 | |||||||||||||
The following table represents the Company’s long-lived assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 38,694,687 | $ | 19,858,691 | |||||||||||||
Sweden | 8,652,905 | 12,435,614 | |||||||||||||||
Total | $ | 47,347,592 | $ | 32,294,305 | |||||||||||||
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 December 31, 2014 and 2013, 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 significant customers as a percentage of the Company’s total revenue is as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Orencia® Royalties from Bristol | — | 27 | % | 24 | % | ||||||||||||
GE Healthcare | 38 | % | 35 | % | 42 | % | |||||||||||
Bioprocessing Customer B | 20 | % | 12 | % | 10 | % | |||||||||||
Bioprocessing Customer C | 13 | % | 13 | % | 10 | % | |||||||||||
Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
GE Healthcare | 29 | % | 42 | % | |||||||||||||
Customer D | 11 | % | 0 | % | |||||||||||||
Goodwill, Other Intangible Assets and Acquisitions | |||||||||||||||||
Acquisitions | |||||||||||||||||
Total consideration transferred for acquisitions is allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the statement of operations. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in the consolidated statements of operations. | |||||||||||||||||
The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. | |||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill is not amortized and is reviewed for impairment at least annually. There was no evidence of impairment to goodwill at December 31, 2014. There were no goodwill impairment charges during the fiscal years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the statements of operations. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist 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 our products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition 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 December 31, 2014. | |||||||||||||||||
Intangible assets consisted of the following at December 31, 2014: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 3,337,658 | $ | (750,066 | ) | 12 | |||||||||||
In process research and development | 1,600,000 | — | — | ||||||||||||||
Patents | 240,000 | (147,500 | ) | 8 | |||||||||||||
Customer relationships | 12,202,219 | (2,546,004 | ) | 9 | |||||||||||||
Trademark/ tradename | 700,000 | — | — | ||||||||||||||
Total intangible assets | $ | 18,079,877 | $ | (3,443,570 | ) | 10 | |||||||||||
Intangible assets consisted of the following at December 31, 2013: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,455,382 | $ | (537,589 | ) | 8 | |||||||||||
Patents | 240,000 | (117,500 | ) | 8 | |||||||||||||
Customer relationships | 6,897,052 | (1,749,713 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,592,434 | $ | (2,404,802 | ) | 8 | |||||||||||
Amortization expense for amortized intangible assets was approximately $1,425,000, $1,022,000 and $1,017,000 for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, the Company expects to record the approximate amortization expense: | |||||||||||||||||
Years Ending | Amortization Expense | ||||||||||||||||
31-Dec-15 | $ | 1,697,000 | |||||||||||||||
31-Dec-16 | 1,759,000 | ||||||||||||||||
31-Dec-17 | 1,759,000 | ||||||||||||||||
31-Dec-18 | 1,595,000 | ||||||||||||||||
31-Dec-19 | 1,580,000 | ||||||||||||||||
Stock Based Compensation | |||||||||||||||||
The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award, and recognizes it as expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: | |||||||||||||||||
Expected term—The expected term of options granted represents the period of time for which the options are expected to be outstanding. For purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees. | |||||||||||||||||
Expected volatility—The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term. | |||||||||||||||||
Risk-free interest rate—The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. | |||||||||||||||||
Expected dividend yield—The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option. | |||||||||||||||||
Estimated forfeiture rates—The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8% for awards granted to non-executive level employees, 3% for awards granted to executive level employees and 0% for awards granted to non-employee members of the Board of Directors to all unvested stock options as of December 31, 2014. The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary. Ultimately, the Company will only recognize expense for those shares that vest. | |||||||||||||||||
Recently Issued Accounting Pronouncements | |||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and creates a new Topic 606,Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption not permitted. Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The Company has not yet determined which adoption method it will utilize or the effect that the adoption of this guidance will have on its consolidated financial statements. |
Acquisitions_Goodwill_and_Othe
Acquisitions, Goodwill and Other Intangible Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Acquisitions, Goodwill and Other Intangible Assets | 3 | Acquisitions, Goodwill and Other Intangible Assets | |||||||
Acquisitions | |||||||||
Refine Technology, LLC | |||||||||
On June 2, 2014, pursuant to the terms of the Asset Purchase Agreement, dated as of June 2, 2014 (the “Asset Purchase Agreement”), by and among the Company, Refine Technology, LLC (a limited liability company formed under the laws of the State of New Jersey) (“Refine”), the members of Refine Technology, LLC, Jerry Shevitz, Refine Technology Sales LLC (a limited liability company formed under the laws of the State of New Jersey) and Refine Technology Sales Asia PTE. LTD. (a limited private company organized in the Republic of Singapore), the Company acquired the business of Refine, including Refine’s Alternating Tangential Flow (“ATF”) System, a market-leading device used to significantly increase product yield during the fermentation step of the biologic drug manufacturing process (the “Refine Business” and the acquisition of the Refine Business, the “Refine Acquisition”). Pursuant to the Asset Purchase Agreement, Repligen purchased all of the assets related to Refine’s ATF system and assumed certain specified liabilities related to Refine’s ATF system. This acquisition strengthened Repligen’s bioprocessing business by adding a complementary product line while expanding its direct sales presence worldwide. The transaction was accounted for as a purchase of a business under ASC 805, Business Combinations. The terms of the acquisition included an upfront cash payment of $21,235,937 less $66,277 as a result of the final determination of working capital, issuance of 215,285 shares of the Company’s $0.01 par value common stock valued at $4,000,000, future potential milestone payments totaling up to $10,900,000 if specific sales targets are met for the years 2014, 2015 and 2016, and future potential payments up to $7,500,000 out of any amounts that might be received in connection with the resolution, withdrawal or settlement of certain patent disputes with a third party. The $10,900,000 potential contingent consideration had an initial probability weighted fair value at acquisition of $1,370,000. The $7,500,000 potential contingent consideration had only a nominal probability weighted fair value at acquisition. In addition to the initial consideration, approximately $774,000 was paid to Refine following the acquisition under a Transition Services Agreement under which certain employees of Refine provided services to the Company in support of the Refine Business. As these payments were contingent upon future service, they were recognized as operating expense, ratably while the services were provided. | |||||||||
Consideration Transferred | |||||||||
The Company accounted for the Refine Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of the Refine Business were recorded as of the acquisition date, at their respective fair values, and consolidated with those of Repligen. The fair value of the net assets acquired was approximately $ 26,539,660. | |||||||||
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. | |||||||||
The total consideration transferred follows: | |||||||||
Cash consideration, less $66,277 of working capital adjustments reflected in other receivables as of December 31, 2014 | $ | 21,169,660 | |||||||
Value of common stock issued | 4,000,000 | ||||||||
Estimated fair value of contingent consideration | 1,370,000 | ||||||||
Total consideration transferred | $ | 26,539,660 | |||||||
The fair value of contingent consideration was determined based upon a probability weighted analysis of expected future milestone and settlement payments to be made to the seller. The Company could make payments of up to $10,900,000 if specific sales targets are met for years 2014, 2015 and 2016 and up to $7,500,000 out of any receipts that might be received in connection with the resolution, withdrawal or settlement of certain patent disputes with a third party. The liability for contingent consideration is included in current and long-term liabilities on the consolidated balance sheets and will be remeasured at each reporting period until the contingency is resolved. Please see Note 8—Accrued Liabilities for further details. | |||||||||
Acquisition related costs are not included as a component of consideration transferred, but are expensed in the periods in which the costs are incurred. The Company incurred approximately $817,835 in transaction costs related to the Refine Acquisition. The transaction costs are included in selling, general and administrative expenses in the consolidated statements of operations. | |||||||||
Fair Value of Net Assets Acquired | |||||||||
The allocation of purchase price was based on the fair value of assets acquired and liabilities assumed as of June 2, 2014. The components and allocation of the purchase price consists of the following amounts: | |||||||||
Accounts receivable | $ | 1,646,746 | |||||||
Inventory | 1,090,736 | ||||||||
Other current assets | 184,080 | ||||||||
Fixed assets | 84,662 | ||||||||
Customer relationships | 6,400,000 | ||||||||
Developed technology | 2,000,000 | ||||||||
In process research and development (“IPR&D”) | 1,600,000 | ||||||||
Trademark and trade name | 700,000 | ||||||||
Accounts payable and other liabilities assumed | (357,399 | ) | |||||||
Goodwill | 13,190,835 | ||||||||
Net assets acquired | $ | 26,539,660 | |||||||
Of the consideration paid, $6,400,000 represents the fair value of customer relationships that will be amortized over the determined useful life of 10 years and $2,000,000 represents the fair value of developed technology that will be amortized over a determined useful life of 15 years. $700,000 represents the fair value of trademark and trade name determined to have an indefinite useful life and is not subject to amortization. | |||||||||
$1,600,000 of the consideration paid represents the fair value of acquired IPR&D projects that are considered identifiable assets as of the acquisition date. Those assets are considered indefinite lived until efforts associated with the projects are completed or abandoned. The major acquired technology IPR&D relates to the development of a single use system product extension to the ATF system business. The IPR&D project is not currently amortized and is reviewed for impairment at least annually. There was no evidence of impairment to IPR&D as of December 31, 2014. The excess of the purchase price over the fair value of tangible and intangible assets acquired was recorded to goodwill. The goodwill recognized is attributable to expected synergies that the Company will realize from this acquisition. This goodwill is deductible for tax purposes over the next 15 years. | |||||||||
The assessment of fair value is preliminary and is based on information that was available to management at the time the condensed consolidated financial statements were prepared. The Company is finalizing its inventory valuation and, accordingly, such amounts may change. | |||||||||
Revenue, Net Income and Pro Forma Presentation | |||||||||
The Company recorded revenue from Refine of $6,793,000 from June 2, 2014 through December 31, 2014. The segregation of Refine’s net income is administratively impractical, as the Company operates as one operating segment and does not separately allocate expenses. The Company has included the operating results of Refine in its consolidated statements of operations since the June 2, 2014 acquisition date. The following table presents unaudited supplemental pro forma information as if the Refine Acquisition had occurred as of January 1, 2013. | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Total revenue | $ | 67,330,000 | $ | 76,331,000 | |||||
Net income | 9,493,000 | 16,403,000 | |||||||
Earnings per share | |||||||||
Basic | 0.28 | 0.58 | |||||||
Diluted | 0.27 | 0.56 | |||||||
The unaudited pro forma information for the year-ended December 31, 2014 and 2013 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. Unaudited pro forma net income for year-ended December 31, 2014 was adjusted to exclude acquisition-related transaction costs. These expenses have been added to the unaudited pro forma net income for the year-ended December 31, 2013. In addition, the unaudited pro forma net income for the year-ended December 31, 2014 was adjusted to exclude nonrecurring expenses related to the fair value adjustments associated with the acquisition of Refine that were recorded by the Company. The unaudited pro forma net income for the year-ended December 31, 2013 was adjusted to include these acquisition-related transaction costs and expenses related to the fair value adjustments. The basic and diluted EPS calculations reflect the issuance of shares to Refine as if the equity consideration had been granted on January 1, 2013. | |||||||||
These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments to reflect the pro forma results of operations as if the acquisition had occurred as of the beginning of the periods presented, such as fair value adjustments to inventory and increased amortization for the fair value of acquired intangible assets. The pro forma information does not reflect the effect of costs or synergies that would have been expected to result from the integration of the acquisition. The pro forma information does not purport to be indicative of the results of operations that actually would have resulted had the combination occurred at the beginning of each period presented, or of future results of the consolidated entities. | |||||||||
Goodwill | |||||||||
The changes in the carrying value of goodwill for the year ended December 31, 2014 is as follows: | |||||||||
Balance at December 31, 2013 | $ | 994,000 | |||||||
Goodwill arising from business combination | 13,190,835 | ||||||||
Balance at December 31, 2014 | $ | 14,184,835 | |||||||
Other Intangible Assets | |||||||||
Intangible assets, except for the Refine Technology, LLC tradename and in-process research and development, are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within selling, general and administrative expense in the Company’s statements of comprehensive income. The Refine Technology, LLC tradename and in-process research and development are not amortized. The Company reviews our indefinite-lived intangible assets not subject to amortization to determine if adverse conditions exist or a change in circumstances exists that would indicate an impairment. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist 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 our 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 December 31, 2014. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Income Taxes | 4 | Income Taxes | |||||||||||||||||||||||
Income tax data for the years ended December 31, 2014, 2013 and 2012: | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
The components of income from operations before income taxes are as follows: | |||||||||||||||||||||||||
Domestic | $ | (1,151,984 | ) | $ | 12,782,598 | $ | 11,175,638 | ||||||||||||||||||
Foreign | 12,290,567 | 10,231,223 | 95,768 | ||||||||||||||||||||||
Total | $ | 11,138,583 | $ | 23,013,821 | $ | 11,271,406 | |||||||||||||||||||
The current and deferred components of the provision for income taxes on operations are as follows: | |||||||||||||||||||||||||
Current | $ | 2,480,609 | $ | 4,123,752 | $ | 312,630 | |||||||||||||||||||
Deferred | 487,760 | 2,796,914 | (3,197,261 | ) | |||||||||||||||||||||
Total | $ | 2,968,369 | $ | 6,920,666 | $ | (2,884,631 | ) | ||||||||||||||||||
The jurisdictional components of the provision for income taxes on operations are as follows: | |||||||||||||||||||||||||
Federal | $ | 214,274 | $ | 3,322,032 | $ | (2,915,673 | ) | ||||||||||||||||||
State | (67,383 | ) | 1,305,388 | 115,307 | |||||||||||||||||||||
Foreign | 2,821,478 | 2,293,245 | (84,265 | ) | |||||||||||||||||||||
Total | $ | 2,968,369 | $ | 6,920,665 | $ | (2,884,631 | ) | ||||||||||||||||||
At December 31, 2014, the Company had net operating loss carryforwards of approximately $43,387,000 and business tax credits carryforwards of approximately $1,782,000 available to reduce future federal income taxes, if any. The cumulative U.S. federal net operating loss includes $6,377,000 related to excess tax deductions from share-based payments, the tax benefit of which will be recognized as an increase to additional paid in capital when the deduction reduces current taxes payable. The net operating loss and business tax credits carryforwards will continue to expire at various dates through December 2032. The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant stockholders. | |||||||||||||||||||||||||
The Company’s consolidated deferred tax assets (liabilities) consist of the following: | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||||||
Temporary timing differences | $ | 3,069,000 | $ | 3,018,000 | |||||||||||||||||||||
Net operating loss carryforwards | 12,580,000 | 12,264,000 | |||||||||||||||||||||||
Tax business credits carryforwards | 1,782,000 | 1,520,000 | |||||||||||||||||||||||
Total deferred tax assets | 17,431,000 | 16,802,000 | |||||||||||||||||||||||
Valuation allowance | (17,298,000 | ) | (16,571,000 | ) | |||||||||||||||||||||
Net deferred tax assets | $ | 133,000 | $ | 231,000 | |||||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||||||
Goodwill | $ | (251,000 | ) | $ | (44,000 | ) | |||||||||||||||||||
Net deferred tax assets (liabilities) | $ | (118,000 | ) | $ | 187,000 | ||||||||||||||||||||
The net change in the total valuation allowance was an increase of $727,000 in the year ended December 31, 2014. The valuation allowance decreased by $1,736,000 for the year ended December 31, 2013 and decreased by $10,169,000 for the year ended December 31, 2012. Prior to 2012, the Company’s U.S. net operating losses (“NOL’s”) and other deferred tax assets were fully offset by a valuation allowance primarily because the Company was in a cumulative loss position and did not have sufficient history of income to conclude that it was more likely than not that the Company would be able to realize the tax benefits of those deferred tax assets. In the fourth quarter of 2012, the Company entered into a three-year cumulative pre-tax income position and concluded that it was more likely than not that it will generate sufficient taxable income in 2013 based on its 2013 projections to realize the tax benefit of a portion of its deferred tax assets. Thus, the Company reversed $3,021,000 of the deferred tax asset valuation allowance in the U.S in the fourth quarter of 2012. The amount was recorded as a benefit for income taxes in the Company’s consolidated statements of operations and comprehensive income. The Company concluded that realization of deferred tax assets beyond December 31, 2013 was not more likely than not as a result of the fact that the Company will not receive royalty payments from Bristol on U.S. net sales of Orencia after December 31, 2013. As of December 31, 2014 the Company continued to maintain a full valuation allowance against its remaining U.S. deferred tax assets. | |||||||||||||||||||||||||
The reconciliation of the federal statutory rate to the effective income tax rate for the fiscal years ended December 31, 2014, 2013 and 2012 is as follows: | |||||||||||||||||||||||||
Period Ended, | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Income before income taxes | $ | 11,138,583 | $ | 23,013,821 | $ | 11,271,406 | |||||||||||||||||||
Expected tax at statutory rate | 3,787,118 | 34 | % | 7,824,699 | 34 | % | 3,944,996 | 35 | % | ||||||||||||||||
Adjustments due to: | |||||||||||||||||||||||||
Difference between U.S. and foreign tax | (1,470,662 | ) | (13.2 | )% | (1,227,747 | ) | (5.3 | )% | (8,332 | ) | (0.1 | )% | |||||||||||||
State income and franchise taxes | 121,561 | 1.1 | % | 1,121,821 | 4.9 | % | 357,866 | 3.2 | % | ||||||||||||||||
Permanent differences | (171,921 | ) | (1.5 | )% | (298,185 | ) | (1.3 | )% | 242,629 | 2.1 | % | ||||||||||||||
Change in valuation allowance | 727,157 | 6.5 | % | (508,629 | ) | (2.21 | )% | (7,272,092 | ) | (64.5 | )% | ||||||||||||||
Other | (24,884 | ) | (0.2 | )% | 8,707 | 0.1 | % | (149,698 | ) | (1.3 | )% | ||||||||||||||
Provision (benefit) for income taxes | $ | 2,968,369 | 26.7 | % | $ | 6,920,666 | 30.1 | % | $ | (2,884,631 | ) | (25.6 | )% | ||||||||||||
The fiscal years ended March 31, 2007 through March 31, 2011 as well as the nine-month fiscal year ended December 31, 2011 and the years ended December 31, 2012, 2013 and 2014 are subject to examination by the federal and state taxing authorities. Currently, a corporate excise tax audit is underway in the Commonwealth of Massachusetts (“the Commonwealth”) for the fiscal years ended March 31, 2008 through 2011, and the nine-month period ended December 31, 2011. For the years ended March 31, 2008 and 2009, two matters have been identified by the Commonwealth in these audits that could result in future assessments. First, the Commonwealth has indicated that it is seeking to disallow up to $713,000 in Research and Development Credits that were generated between 1993 and 2007, and taken as a benefits in 2008 and 2009. Including potential penalties, if any, this assessment could increase to $856,000. | |||||||||||||||||||||||||
In addition, the Commonwealth has indicated it may apportion to Massachusetts, and therefore tax, certain, although not all, payments received by the Company in connection with our intellectual property settlements with ImClone and Bristol Myers Squibb in 2007 and 2008, respectively. The Commonwealth believes that the full $40 million ImClone payment and the initial $5 million Bristol payment received under these settlements are litigation awards as opposed to royalty payments received for the use of intellectual property, as the Company contends, and therefore are taxable in Massachusetts. However, the Commonwealth agrees with our position that all subsequent Bristol payments received under the settlement are in fact royalty payments and therefore not subject to tax in the Commonwealth. The Company believes the Commonwealth intends to assess up to $1,383,000, or $1,659,000 including potential penalties, in connection with these transactions. | |||||||||||||||||||||||||
On October 29, 2013, the Company met with the Commonwealth in an attempt to remediate these matters and were not successful. The Company received a Notice of Intent to Assess on this matter on November 16, 2014 and we requested a hearing with the Office of Appeals on December 16, 2014. We presented our case to the Office of Appeals on March 12, 2015 and are now awaiting a response. With respect to the R&D credit, the issue for the Company is that the documentation requested by the Commonwealth would be up to twenty years old and simply no longer exists to the standard the Company now believes the Commonwealth will require. In consideration of these facts, the Company now believes the utilization of credits has not met the “more likely than not” standard for recognition. The Company performed an evaluation of the available documentation, the likelihood of similar matters in other open audit periods, the impact of interest and penalties and other relevant factors and recorded a provision of $800,000 related to this matter for the year ended December 31, 2013. | |||||||||||||||||||||||||
Conversely, with respect to the apportionment issue, the Company asserts that according to the settlement agreements with ImClone and Bristol, all amounts received were in fact payments in exchange for licenses granted to those entities. The Company further believes the Commonwealth is inconsistent in its approach, taxing some, but not all of the payments received. As such, the Company continues to believe strongly in the legal merits of our position and therefore believe this matter meets the more likely than not standard to be treated as license payments. Accordingly, no further provision has been made for this matter. | |||||||||||||||||||||||||
While no formal assessments have been made to date, for the years ended March 31, 2010 and 2011, as well as the nine months ended December 31, 2011, the Commonwealth has indicated that it is seeking to disallow certain Research and Development Credits that were generated between 2010 and 2011. The Company performed an evaluation of the available documentation, the likelihood of similar matters in other open audit periods, the impact of interest and penalties and other relevant factors and recorded a provision of $125,000 related to this matter for the year ended December 31, 2014. | |||||||||||||||||||||||||
At December 31, 2012, the Company had accumulated Federal research credits of $2,160,000, which were not recognized for financial statement purposes as it was not more likely than not that the Company would have sufficient earnings to realize those benefits in addition to the benefits the Company may derive from use of our Net Operating Losses. However, given the uncertainty noted above at the state level in the current year regarding the documentation of our historical research credits and their sustainability under audit, the Company recorded a partial reserve of $1,117,000 against cumulative Federal research credits as of December 31, 2013. As the Federal research credits were not previously recognized for financial statement purposes, the recording of this partial reserve had no impact on net income for the year ended December 31, 2013. | |||||||||||||||||||||||||
The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: | |||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Unrecognized tax benefits at January 1, 2014 | $ | 1,917,247 | |||||||||||||||||||||||
Gross increases – tax positions in prior period | 125,000 | ||||||||||||||||||||||||
Gross increases – tax positions in current period | 38,319 | ||||||||||||||||||||||||
Unrecognized tax benefits at December 31, 2014 | $ | 2,080,566 | |||||||||||||||||||||||
The amount of unrecognized tax benefits at December 31, 2014 that will impact our effective tax rate are $2,080,566. | |||||||||||||||||||||||||
For the year ended December 31, 2014, the Company recognized interest and penalties of $139,000. As of December 31, 2014 Repligen have accrued interest and penalties of $274,000 in the consolidated balance sheet. | |||||||||||||||||||||||||
At December 31, 2014, the Company has not provided for U.S. income taxes or foreign withholding taxes on outside basis differences of foreign subsidiaries of approximately $16,498,000 as it is the Company’s current intention to permanently reinvest these earnings outside the U.S. It is not practical to estimate the additional taxes that may be payable upon repatriation. |
Stockholders_Equity
Stockholders' Equity | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stockholders' Equity | 5 | Stockholders’ Equity | |||||||||||||||
Common Stock and Warrants | |||||||||||||||||
At December 31, 2013, the Company has reserved 4,005,174 shares of common stock pursuant to the Plans, as described below. On April 6, 2007, the Company issued warrants to an individual at Scripps to purchase up to 150,000 shares of common stock at $0.01 per share, as discussed in Note 10. The warrants have a seven-year term and are exercisable based on performance criteria as detailed in the warrant agreement during 2014. The warrant expired prior to the performance criteria being achieved. | |||||||||||||||||
Stock-Based Compensation | |||||||||||||||||
The Company recorded stock-based compensation expense of approximately $1,767,000, $1,060,000 and $1,024,000 for the years ended December 31, 2014, 2013 and 2012, respectively, for share-based awards granted under the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan”) and the Repligen Corporation 2012 Stock Option and Incentive Plan (the “2012 Plan,” and collectively with the 2001 Plan and the 1992 Repligen Corporation Stock Option Plan, the “Plans”). | |||||||||||||||||
The following table presents stock-based compensation expense in the Company’s consolidated statements of operations: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of product revenue | $ | 129,000 | $ | 74,000 | $ | 45,000 | |||||||||||
Research and development | 185,000 | 97,000 | 219,000 | ||||||||||||||
Selling, general and administrative | 1,453,000 | 889,000 | 760,000 | ||||||||||||||
Total | $ | 1,767,000 | $ | 1,060,000 | $ | 1,024,000 | |||||||||||
The 2012 Plan allows for the granting of incentive and nonqualified options to purchase shares of common stock, restricted stock and other equity awards. Incentive options granted to employees 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 and consultants under the Plans generally vest over one year. 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 December 31, 2014, options to purchase 1,225,117 shares were outstanding under the Plans. At December 31, 2014, 2,780,057 shares were available for future grant under the 2012 Plan. | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The fair value of share-based awards granted during the years ended December 31, 2014, 2013 and 2012 were calculated using the following estimated assumptions: | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected term (years) | 6.5 | 6.5 | 6.5 | ||||||||||||||
Volatility | 51.00 - 51.71% | 51.39% - 53.63% | 49.76% - 53.54% | ||||||||||||||
Risk-free interest rate | 1.88 - 2.11% | 1.09% - 2.08% | 0.89% - 1.06% | ||||||||||||||
Expected dividend yield | — | — | — | ||||||||||||||
Information regarding option activity for the year ended December 31, 2014 under the Plans is summarized below: | |||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price Per | Contractual | ||||||||||||||||
Share | Term | ||||||||||||||||
(in years) | |||||||||||||||||
Options outstanding at December 31, 2013 | 1,610,988 | $ | 5.07 | ||||||||||||||
Granted | 420,698 | 13.98 | |||||||||||||||
Exercised | (700,738 | ) | 4.41 | ||||||||||||||
Forfeited/cancelled | (105,831 | ) | 7.49 | ||||||||||||||
Options outstanding at December 31, 2014 | 1,225,117 | $ | 8.31 | 7.3 | $ | 14,261,197 | |||||||||||
Options exercisable at December 31, 2014 | 412,500 | $ | 4.31 | 4.75 | $ | 6,391,377 | |||||||||||
Vested and expected to vest at December 31, 2014 (1) | 723,010 | $ | 10.4 | 8.64 | $ | 6,969,962 | |||||||||||
-1 | This represents the number of vested options as of December 31, 2014 plus the number of unvested options expected to vest as of December 31, 2014 based on the unvested outstanding options at December 31, 2014 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 December 31, 2014 of $19.80 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 December 31, 2014. The aggregate intrinsic value of stock options exercised during the years ended December 31, 2014, 2013 and 2012 was approximately $10,474,833, $3,723,000 and $1,384,000, respectively. | |||||||||||||||||
The weighted average grant date fair value of options granted during the years ended December 31, 2014, 2013 and 2012 was $4.41, $4.31 and $3.62, respectively. The total fair value of stock options that vested during the years ended December 31, 2014, 2013 and 2012 was approximately $1,084,000, $991,000 and $931,000, respectively. | |||||||||||||||||
As of December 31, 2014, there was $4,143,883 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 3.26 years. The Company expects 723,010 unvested options to vest over the next five years. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Commitments and Contingencies | 6 | Commitments and Contingencies | |||
Lease Commitments | |||||
In 2001, the Company entered into a ten-year lease agreement for approximately 25,000 square feet of space located in Waltham, Massachusetts to be used for its corporate headquarters, manufacturing, research and development, and marketing and administrative operations. In July 2011, the Company amended this agreement to expand the lease to cover approximately 55,694 square feet and to extend the term of the lease by eleven years, which expires on May 31, 2023. In connection with this lease agreement, the Company issued a letter of credit in the amount of $200,000 to the lessor. The letter of credit is collateralized by a certificate of deposit held by the bank that issued the letter of credit. The certificate of deposit is classified as restricted cash in the accompanying consolidated balance sheets. | |||||
In March 2014, the Company entered into an amendment of its existing lease to expand the rented space from 55,694 to 75,594 square feet at 41 Seyon Street, Waltham, Massachusetts. Pursuant to the terms of the amended lease, Repligen leased an additional 19,900 square feet (the “Expansion Space”) for a period of eight years and one month, commencing on August 1, 2014. The Expansion Space shall become a part of Repligen’s corporate headquarters. | |||||
The amended lease provides for additional rent expense of approximately $361,000 on an annualized basis. The amended lease also requires an increased security deposit from $200,000 to $450,000 and continues to require the Company to pay a proportionate share of certain of the landlord’s annual operating costs and real estate taxes. Future minimum rental commitments under the amended lease as of December 31, 2014 are $1,371,000 for the years ending December 31, 2015, 2016, 2017 and 2018, respectively. | |||||
In 2007, the Company entered into a five-year lease agreement for approximately 2,500 square feet of space in Waltham, Massachusetts to provide for expanded manufacturing operations. Adjacent to this space, the Company entered into a two-year lease in 2008 for approximately 7,350 square feet of additional space to be used for expanded manufacturing and administrative operations. Both of these leases expired on December 31, 2012 and the Company is now on a month-to-month basis. | |||||
Following the completion of the Novozymes Acquisition, the Company now leases four adjacent buildings in Lund, Sweden totaling approximately 45,000 square feet of space used primarily for biologics manufacturing and administrative operations. The lease for three buildings totaling approximately 41,000 square feet expires on June 30, 2017 while the lease for the fourth building with approximately 4,000 square feet of space expires on September 30, 2019. | |||||
Obligations under non-cancelable operating leases, including the facility leases discussed above, as of December 31, 2014 are approximately as follows: | |||||
Years Ending | Operating Leases | ||||
December 31, 2015 | $ | 2,420,000 | |||
December 31, 2016 | 2,420,000 | ||||
December 31, 2017 | 1,930,000 | ||||
December 31, 2018 | 1,439,000 | ||||
December 31, 2019 | 1,422,000 | ||||
Thereafter | 4,414,000 | ||||
Minimum lease payments | $ | 14,045,000 | |||
Rent expense charged to operations under operating leases was approximately $2,735,000, $2,437,000 and $2,183,000 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, 2013 and 2012, the Company had deferred rent liabilities of $1,956,068, $2,028,000 and $329,000, respectively, related to the escalating rent provisions for the Waltham headquarters. | |||||
Licensing and Research Agreements | |||||
The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements which require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance fees and royalties on product sales once a product has been established using the technologies. The Company recorded research and development expenses associated with license agreements of approximately $7,000, $302,000 and $55,000 for the years ended December 31, 2014, 2013, and 2012, respectively. | |||||
In October 2009, the Company entered into an exclusive worldwide commercial license agreement with Families of Spinal Muscular Atrophy (see Note 11). Pursuant to the License Agreement dated December 28, 2012, the Company transferred all rights and obligations related to the FSMA License Agreement to Pfizer. On January 26, 2015 Pfizer notified us that they were terminating the License Agreement, effective as of April 26, 2015. | |||||
Purchase Orders, Supply Agreements and Other Contractual Obligations | |||||
In the normal course of business, the Company has entered into purchase orders and other agreement with manufacturers, distributors and others. Outstanding obligations at December 31, 2014 of approximately $2,835,000 are expected to be completed within one year. |
Prepaid_Expenses_and_Other_Cur
Prepaid Expenses and Other Current Assets | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Prepaid Expenses and Other Current Assets | 7 | Prepaid Expenses and Other Current Assets | |||||||
Prepaid expenses and other current assets consist of the following: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Vendor credit | 485,670 | — | |||||||
Equipment maintenance and services | 492,408 | 521,772 | |||||||
Prepaid VAT | 418,831 | — | |||||||
Prepaid insurance | 359,062 | 344,698 | |||||||
Prepaid taxes | 220,029 | 135,102 | |||||||
Interest receivable | 99,802 | 214,902 | |||||||
Other | 27,774 | 33,350 | |||||||
Total | $ | 2,103,576 | $ | 1,249,824 | |||||
Accrued_Liabilities
Accrued Liabilities | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Accrued Liabilities | 8 | Accrued Liabilities | |||||||
Accrued liabilities consist of the following: | |||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Employee compensation | $ | 3,758,511 | $ | 3,166,086 | |||||
Taxes | 571,080 | 2,324,711 | |||||||
Royalty and license fees | — | 1,897,473 | |||||||
Current portion of contingent consideration | 1,135,061 | 1,195,248 | |||||||
Professional fees | 511,588 | 385,478 | |||||||
VAT liabilities | — | 7,591 | |||||||
Unearned revenue | 129,904 | 3,341 | |||||||
Other accrued expenses | 712,919 | 599,784 | |||||||
Total | $ | 6,819,063 | $ | 9,579,712 | |||||
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended | |
Dec. 31, 2014 | ||
Employee Benefit Plans | 9 | Employee Benefit Plans |
In the U.S., the Repligen Corporation 401(k) Savings and Retirement Plan (the “401(k) Plan”) is a qualified defined contribution plan in accordance with Section 401(k) of the Internal Revenue Code. All U.S. employees over the age of 21 are eligible to make pre-tax contributions up to a specified percentage of their compensation. Under the 401(k) Plan, the Company may, but is not obligated to match a portion of the employees’ contributions up to a defined maximum. The match is calculated on a calendar year basis. The Company matched approximately $107,000 for the year ended December 31, 2014, $92,000 for the year ended December 31, 2013, and $103,000 for year ended December 31, 2012. | ||
In Sweden, the Company contributes to a government-mandated occupational pension plan that is a qualified defined contribution plan. All employees in Sweden are eligible for this pension plan. The Company pays premiums to a third party occupational pension specialist who administers the pension plan. These premiums are based on various factors including each employee’s age, salary, employment history and selected benefits in the pension plan. When an employee terminates or retires, these premium payments cease for that employee and the Company has no further pension-related obligations for that employee. For the fiscal years ended December 31, 2014, 2013 and 2012, the Company contributed approximately $493,000, $457,000 and $532,000, respectively, to the pension plan. |
Selected_Quarterly_Financial_D
Selected Quarterly Financial Data (Unaudited) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Selected Quarterly Financial Data (Unaudited) | 10 | Selected Quarterly Financial Data (Unaudited) | |||||||||||||||||||||||||||||||
The following table contains consolidated statements of operations information for each of the previous eight quarters. The Company believes that the following information reflects all normal recurring adjustments necessary for a fair presentation of the information for the periods presented. The operating results for any quarter are not necessarily indicative of results for any future period. | |||||||||||||||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Product revenue | $ | 15,393 | $ | 15,153 | $ | 15,551 | $ | 14,335 | $ | 10,350 | $ | 12,184 | $ | 13,014 | $ | 11,934 | |||||||||||||||||
Royalty and other revenue | 1,000 | 125 | — | 1,991 | 5,032 | 6,638 | 4,495 | 4,522 | |||||||||||||||||||||||||
Total revenue | 16,393 | 15,278 | 15,551 | 16,326 | 15,382 | 18,822 | 17,509 | 16,456 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Cost of product revenue | 8,084 | 6,931 | 6,671 | 6,335 | 4,627 | 5,659 | 5,298 | 6,897 | |||||||||||||||||||||||||
Cost of royalty and other revenue | — | — | — | — | 738 | 724 | 643 | 577 | |||||||||||||||||||||||||
Research and development | 1,328 | 1,650 | 1,430 | 1,201 | 1,422 | 1,430 | 2,306 | 2,183 | |||||||||||||||||||||||||
Selling, general and administrative | 4,975 | 4,471 | 4,326 | 3,384 | 3,367 | 2,902 | 3,124 | 3,308 | |||||||||||||||||||||||||
Contingent consideration – fair value adjustments | 1,945 | 10 | 18 | 98 | 45 | 65 | 35 | (54 | ) | ||||||||||||||||||||||||
Gain on bargain purchase | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Total operating expenses | 16,332 | 13,062 | 12,445 | 11,018 | 10,199 | 10,780 | 11,406 | 12,911 | |||||||||||||||||||||||||
Loss income from operations | 61 | 2,216 | 3,106 | 5,308 | 5,183 | 8,042 | 6,103 | 3,545 | |||||||||||||||||||||||||
Investment income | 59 | 64 | 85 | 102 | 98 | 76 | 65 | 62 | |||||||||||||||||||||||||
Interest expense | (12 | ) | (11 | ) | (13 | ) | (14 | ) | (12 | ) | (12 | ) | (12 | ) | (14 | ) | |||||||||||||||||
Other income (expense) | 134 | (14 | ) | 65 | 2 | (54 | ) | 37 | (122 | ) | 29 | ||||||||||||||||||||||
Income before income taxes | 242 | 2,255 | 3,243 | 5,398 | 5,215 | 8,143 | 6,034 | 3,622 | |||||||||||||||||||||||||
Income tax provision | 640 | 789 | 418 | 1,121 | 1,887 | 2,255 | 1,495 | 1,284 | |||||||||||||||||||||||||
Net income | $ | (398 | ) | $ | 1,466 | $ | 2,825 | $ | 4,277 | $ | 3,328 | $ | 5,888 | $ | 4,539 | $ | 2,338 | ||||||||||||||||
Earnings per share: | |||||||||||||||||||||||||||||||||
Basic | $ | (0.01 | ) | $ | 0.04 | $ | 0.09 | $ | 0.13 | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | ||||||||||||||||
Diluted | $ | (0.01 | ) | $ | 0.04 | $ | 0.09 | $ | 0.13 | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | ||||||||||||||||
Weighted average shares outstanding: | |||||||||||||||||||||||||||||||||
Basic | 32,747 | 32,677 | 32,234 | 31,963 | 31,916 | 31,858 | 31,644 | 31,241 | |||||||||||||||||||||||||
Diluted | 32,747 | 33,327 | 33,076 | 31,855 | 32,708 | 32,552 | 32,317 | 31,855 | |||||||||||||||||||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Use of Estimates | Use of Estimates | ||||||||||||||||
The preparation of financial statements in conformity with accounting principles generally accepted in the United States (“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 periods. | |||||||||||||||||
Significant estimates and assumptions by management affect the Company’s revenue recognition for multiple element arrangements, allowance for doubtful accounts, the net realizable value of inventory, estimated fair value of cost method investments, valuations and purchase price allocations related to business combinations, expected future cash flows including growth rates, discount rates, terminal values and other assumptions and estimates used to evaluate the recoverability of long-lived assets and goodwill, estimated fair values of intangible assets and goodwill, amortization methods and periods, warranty reserves, certain accrued expenses, stock-based compensation, contingent liabilities, tax reserves and recoverability of the Company’s net deferred tax assets and related valuation allowance. | |||||||||||||||||
Although the Company regularly assesses these estimates, actual results could differ materially from these estimates. Changes in estimates are recorded in the period in which they become known. The Company bases its estimates on historical experience and various other assumptions that it believes to be reasonable under the circumstances. | |||||||||||||||||
Consolidation | Consolidation | ||||||||||||||||
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB and Repligen Singapore Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. | |||||||||||||||||
Foreign Currency | Foreign Currency | ||||||||||||||||
The Company translates the assets and liabilities of its foreign subsidiary at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments including adjustments related to the Company’s intercompany loan with Repligen Sweden are remeasured at each period end and included in accumulated other comprehensive income. | |||||||||||||||||
Revenue Recognition | Revenue Recognition | ||||||||||||||||
Product Sales | |||||||||||||||||
The Company’s revenue recognition policy is to recognize revenues from product sales and services in accordance with ASC 605, Revenue Recognition. These standards require that revenues are recognized when persuasive evidence of an arrangement exists, product delivery, including customer acceptance, has occurred or services have been rendered, the price is fixed or determinable and collectability is reasonably assured. Determination of whether these criteria have been met are based on management’s judgments primarily regarding the fixed nature of the fee charged for the product delivered and the collectability of those fees. The Company has a few longstanding customers who comprise the majority of revenue and have excellent payment histories and therefore the Company does not require collateral. The Company has had no significant write-offs of uncollectible invoices in the periods presented. When more than one element such as equipment, consumables, and services are contained in a single arrangement, the Company allocates revenue between the elements based on each element’s relative selling price, provided that each element meets the criteria for treatment as a separate unit of accounting. An item is considered a separate unit of accounting if it has value to the customer on a stand-alone basis. The selling price of the undelivered elements is determined by the price charged when the element is sold separately, or in cases when the item is not sold separately, by third-party evidence of selling price or management’s best estimate of selling price. | |||||||||||||||||
The Company’s product revenues are 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. On product sales to end customers, revenue is recognized, net of discounts, when both the title and risk of loss have transferred to the customer, as determined by the shipping terms provided there are no uncertainties regarding acceptance, and all obligations have been completed. Generally, our product arrangements for equipment sales are multiple element arrangements, and may include services, such as installation and training, and multiple products, such as consumables and spare parts. In accordance with ASC 605-25, based on terms and conditions of the product arrangements, the Company believes that these services and undelivered products can be accounted for separately from the delivered product element as the delivered products have value to our customers on a standalone basis. Accordingly, revenue for services not yet performed at the time of product shipment are deferred and recognized as such services are performed. The relative selling price of any undelivered products is also deferred at the time of shipment and recognized as revenue when these products are delivered. For product sales to distributors, the Company recognizes revenue for both equipment and consumables upon delivery to the distributor unless direct shipment to the end user is requested. In this case, revenue is recognized upon delivery to the end user’s location. In general, distributors are responsible for shipment to the end customer along with installation, training and acceptance of the equipment by the end customer. Sales to distributors are not contingent upon resale of the product. | |||||||||||||||||
At the time of sale, the Company also evaluates the need to accrue for warranty and sales returns. The supply agreements the Company has with its customers and the related purchase orders identify the terms and conditions of each sale and the price of the goods ordered. Due to the nature of the sales arrangements, inventory produced for sale is tested for quality specifications prior to shipment. Since the product is manufactured to order and in compliance with required specifications prior to shipment, the likelihood of sales return, warranty or other issues is largely diminished. Furthermore, there is no customer right of return in our sales agreements. Sales returns and warranty issues are infrequent and have had nominal impact on the Company’s financial statements historically. | |||||||||||||||||
The Scripps Research Institute | |||||||||||||||||
On April 6, 2007, the Company entered into an exclusive worldwide commercial license agreement (“Scripps License Agreement”) with The Scripps Research Institute (“Scripps”). Pursuant to the License Agreement, the Company obtained a license to use, commercialize and sublicense certain patented technology and improvements thereon, owned or licensed by Scripps, relating to compounds that may have utility in treating Friedreich’s ataxia, an inherited neurodegenerative disease. | |||||||||||||||||
Pursuant to the Scripps License Agreement, the Company agreed to pay Scripps an initial license fee of $300,000, certain royalty and sublicense fees and, in the event that the Company achieved specified developmental and commercial milestones, certain additional milestone payments. Total future milestone payments, if all milestones had been achieved, would have been approximately $4,300,000. In addition, the Company issued Scripps and certain of its designees 87,464 shares of the Company’s common stock, which had a value of $300,000 on the date of issuance. | |||||||||||||||||
In connection with the Scripps License Agreement, the Company issued warrants to an individual at Scripps to purchase up to 150,000 shares of common stock. No expense has been recorded related to these warrants through December 31, 2014. During the year ending December 31, 2014, the warrant’s seven-year term expired. | |||||||||||||||||
As of January 2014, all rights and obligations have been transferred to BioMarin. | |||||||||||||||||
Sale of Intellectual Property to BioMarin | |||||||||||||||||
In January 2014, the Company entered into an asset purchase agreement (the “Asset Purchase Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”) to sell Repligen’s histone deacetylase inhibitor (HDACi) portfolio. Pursuant to the terms of the Asset Purchase Agreement, the Company received $2 million from BioMarin as an upfront payment on January 30, 2014 and a $125,675 payment on September 3, 2014 upon completion of the Technology Transfer. The Company is entitled to receive up to $160 million in potential future milestone payments for the development, regulatory approval and commercial sale of portfolio compounds included in the agreement. These potential milestone payments are approximately 37% related to clinical development and 63% related to initial commercial sales in specific geographies. In addition, Repligen is eligible to receive royalties on sales of therapeutic products originating from the HDACi portfolio. The royalty rates are tiered and begin in the mid-single-digits for the first HDACi portfolio product and for the first non-HDACi portfolio product with lesser amounts for any backup products developed under the Asset Purchase Agreement. Repligen’s receipt of these royalties is subject to customary offsets and deductions. There are no refund provisions in this agreement. The Company recognized $2.1 million of revenue in the fiscal year ended December 31, 2014 related to the transfer of the HDACi technology under the Asset Purchase Agreement. Any milestones earned upon specified clinical development or commercial sales events or future royalty payments, under the Asset Purchase Agreement will be recognized as revenue when they are earned. | |||||||||||||||||
Activities under this agreement were evaluated in accordance with ASC 605-25 to determine if they represented a multiple element revenue arrangement. The Company identified the following deliverables in the BioMarin agreement: | |||||||||||||||||
• | The assignment by Repligen to BioMarin of the Repligen Technology (“Repligen Know-How” and “Repligen Patents”) and the Scripps Agreement (the “Transferred Assets”); | ||||||||||||||||
• | The transfer of certain notebooks, data, documents, biological materials (if any) and other such documents in our possession that might be useful to further development of the program (the “Technology Transfer”). | ||||||||||||||||
Two criteria must be met in order for a deliverable to be considered a separate unit of accounting. The first criterion requires that the delivered item or items have value to the customer on a stand-alone basis. The second criterion, which relates to evaluating a general right of return, is not applicable because such a provision does not exist in the Asset Purchase Agreement. The deliverables outlined above were deemed to have stand-alone value and to meet the criteria to be accounted for as separate units of accounting. Factors considered in this determination included, among other things, BioMarin’s right under the agreement to assign the Transferred Assets, whether any other vendors sell the items separately and if BioMarin could use the delivered item for its intended purpose without the receipt of the remaining deliverables. If multiple deliverables included in an arrangement are separable into different units of accounting, the multiple-element arrangements guidance addresses how to allocate the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative selling price. | |||||||||||||||||
The Company identified the arrangement consideration to allocate among the units of accounting as the $2.0 million non-refundable up-front payment and the $125,675 payment to be received upon completion of the Technology Transfer. The Company excluded the potential milestone payments provided for in the Asset Purchase Agreement from the arrangement consideration as they were not considered fixed or determinable at the time the Asset Purchase Agreement was signed. Because Repligen had not sold these items on a standalone basis previously, Repligen had no vendor-specific objective evidence of selling price. Furthermore, Repligen did not have detailed third-party evidence of selling price, and as a result we used our best estimate of selling price for each item. In determining these prices, Repligen considered what Repligen would be willing to sell the items for on a standalone basis, what the market would bear for such items and what another party might charge for these items. | |||||||||||||||||
The up-front arrangement consideration allocated to the Transferred Assets was recognized upon execution of the Asset Purchase Agreement as the risks and rewards associated with the Transferred Assets transferred at that time. The Company used a discounted cash flow analysis to determine the value of the Transferred Assets. Key assumptions in the analysis included: the estimated market size for a compound targeted at Friedreich’s ataxia, the estimated remaining costs of development and time to commercialization, and the probability of successfully developing and commercializing the program. Based on this analysis, the Company allocated $2,115,000 to the value of the Transferred Assets. However, as the recognized revenue is limited to the non-contingent consideration received, the Company recognized $2,000,000, the amount of the up-front payment, as revenue in the three months ended March 31, 2014. | |||||||||||||||||
The estimated selling price of the Technology Transfer items was approximately $300,000 resulting in consideration allocation of approximately $11,000. However, as this item was not delivered prior to March 31, 2014, the Company did not recognize any revenue related to the Technology Transfer in the three months ended March 31, 2014. Repligen received the payment and recognized $125,675 of other revenues in September 2014 upon completion of the Technology Transfer. | |||||||||||||||||
The Company believes that a change in the key assumptions used to determine best estimate of selling price for each of the deliverables would not have a significant effect on the allocation of arrangement consideration. | |||||||||||||||||
In addition to the $2.1 million up-front payment, the Company is also eligible to receive up to $160 million in potential milestone payments from BioMarin comprised of: | |||||||||||||||||
• | Up to $60 million related to the achievement of specified clinical and regulatory milestone events; and | ||||||||||||||||
• | Up to $100 million related to the achievement of specified commercial sales events, specifically the first commercial sale in specific territories. | ||||||||||||||||
The Company evaluated the potential milestones in accordance with ASC 605-28, which allows an entity to make an accounting policy election to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. This evaluation included an assessment of the risks that must be overcome to achieve the respective milestone as well as whether the achievement of the milestone was due in part to our initial clinical work, the level of effort and investment required to achieve the respective milestone and whether the milestone consideration is reasonable relative to all deliverables and payment terms in the arrangement. There is considerable judgment involved in determining whether a milestone satisfies all of the criteria required to conclude that a milestone is substantive. Milestones that are not considered substantive are recognized as earned if there are no remaining performance obligations or over the remaining period of performance, assuming all other revenue recognition criteria are met. | |||||||||||||||||
The Company believes that the $60 million of specified clinical and regulatory milestone payments are substantive. Therefore, any such milestones achieved will be recognized as revenue when earned. | |||||||||||||||||
Any milestones achieved upon specified commercial sales events or future royalty payments are considered contingent revenue under the Asset Purchase Agreement, and will be recognized as revenue when they are earned as there are no undelivered elements remaining and no continuing performance obligations under the arrangement. | |||||||||||||||||
Sale of SecreFlo | |||||||||||||||||
On December 23, 2014, the Company sold our synthetic human secretin line, SecreFlo, to Innovate Biopharmaceuticals, Inc., or Innovate, pursuant to an asset purchase agreement. Under the terms of the agreement, Repligen received a nominal upfront payment and is eligible to receive royalties on net sales of qualified products for a period beginning on the first commercial sale of such product through the earlier of the expiration of the regulatory exclusivity period for the product or 10 years from its first commercial sale. | |||||||||||||||||
Pfizer License Agreement | |||||||||||||||||
In December 2012, the Company entered into an exclusive worldwide licensing agreement (the “License Agreement”) with Pfizer Inc. (“Pfizer”) to advance the spinal muscular atrophy program, or SMA program. Pursuant to the terms of the License Agreement, the Company received $5 million from Pfizer as an upfront payment on January 22, 2013, a $1 million milestone payment on September 4, 2013 and a $1 million milestone payment on December 28, 2014. On January 26, 2015 Pfizer notified the Company that they were terminating the License Agreement for convenience, effective as of April 26, 2015. The Company has no further obligations to Pfizer and does not intend to invest additional resources to the development of the SMA program. | |||||||||||||||||
Orencia Royalty | |||||||||||||||||
In April 2008, the Company settled its outstanding litigation with Bristol-Myers Squibb Company (“Bristol”) and began recognizing royalty revenue in fiscal year 2009 for Bristol’s net sales in the United States of Orencia® which is used in the treatment of rheumatoid arthritis. The royalty agreement with Bristol provided that the Company would receive such royalty payments on sales of Orencia® by Bristol through December 31, 2013. These royalty payments have ceased. Pursuant to the settlement with Bristol (“Bristol Settlement”), the Company recognized royalty revenue of approximately $0, $17,881,000 and $14,753,000 for the fiscal years ended December 31, 2014, 2013 and 2012, respectively. Revenue earned from Bristol royalties was recorded in the periods when it was earned based on royalty reports sent by Bristol to the Company. The Company has no continuing obligations to Bristol as a result of this settlement. | |||||||||||||||||
Pursuant to the Bristol Settlement, Repligen remitted to the University of Michigan 15% of all royalty revenue received from Bristol. Royalty expense for the fiscal years ended December 31, 2014, 2013 and 2012 was approximately $0, $2,682,000 and $2,213,000, respectively. This operating expense was included in the Company’s statements of comprehensive income under the line item “Cost of royalty revenue.” | |||||||||||||||||
Therapeutics Licensing Agreements | |||||||||||||||||
Activities under licensing agreements are evaluated in accordance with ASC 605-25 to determine if they represent a multiple element revenue arrangement. The Company identifies the deliverables included within the agreement and evaluates which deliverables represent separate units of accounting. The Company accounts for those components as separate units of accounting if the following two criteria are met: | |||||||||||||||||
• | The delivered item or items have value to the customer on a stand-alone basis. | ||||||||||||||||
• | If there is a general right of return relative to the delivered items, delivery or performance of the undelivered items is considered probable and within our control. | ||||||||||||||||
Factors considered in this determination include, among other things, whether any other vendors sell the items separately and if the licensee could use the delivered item for its intended purpose without the receipt of the remaining deliverables. If multiple deliverables included in an arrangement are separable into different units of accounting, the Company allocates the arrangement consideration to those units of accounting. The amount of allocable arrangement consideration is limited to amounts that are fixed or determinable. Arrangement consideration is allocated at the inception of the arrangement to the identified units of accounting based on their relative selling price. Revenue is recognized for each unit of accounting when the appropriate revenue recognition criteria are met. | |||||||||||||||||
Future milestone payments, if any, under a license agreement will be recognized under the provisions of ASC 605-28, which the Company adopted on January 1, 2011. The Company has elected to recognize a payment that is contingent upon the achievement of a substantive milestone in its entirety in the period in which the milestone is achieved. A milestone is substantive if: | |||||||||||||||||
• | It can only be achieved based in whole or in part on either (1) the Company’s performance or (2) on the occurrence of a specific outcome resulting from the Company’s performance; | ||||||||||||||||
• | There is substantive uncertainty at the date an arrangement is entered into that the event will be achieved; and | ||||||||||||||||
• | It would result in additional payments being due to the entity. | ||||||||||||||||
The commercial milestone payments and royalty payments received under license agreements, if any, will be recognized as revenue when they are earned. | |||||||||||||||||
Research and Development Agreements | |||||||||||||||||
For the fiscal years ended December 31, 2014, 2013 and 2012, the Company recognized $0, $1,589,000 and $803,000 of revenue, respectively, from sponsored research and development projects under agreements with the National Institutes of Health / Scripps Research Institute, the Muscular Dystrophy Association, Go Friedreich’s Ataxia Research, the European Friedrich’s Ataxia Consortium for Translational Studies, and the Friedreich’s Ataxia Research Alliance. | |||||||||||||||||
Research revenue is recognized when the expense has been incurred and services have been performed. Determination of which costs incurred qualify for reimbursement under the terms of the Company’s contractual agreements and the timing of when such costs were incurred involves the judgment of management. The Company’s calculations are based upon the agreed-upon terms as stated in the arrangements. However, should the estimated calculations change or be challenged by other parties to the agreements, research revenue may be adjusted in subsequent periods. The calculations have not historically changed or been challenged and the Company does not anticipate any subsequent change in its revenue related to sponsored research and development projects. | |||||||||||||||||
There have been no material changes to the Company’s initial estimates related to revenue recognition in any periods presented in the accompanying consolidated financial statements. | |||||||||||||||||
Risks and Uncertainties | Risks and Uncertainties | ||||||||||||||||
The Company evaluates its operations periodically to determine if any risks and uncertainties exist that could impact its operations in the near term. The Company does not believe that there are any significant risks which have not already been disclosed in the consolidated financial statements. A loss of certain suppliers could temporarily disrupt operations, although alternate sources of supply exist for these items. The Company has mitigated these risks by working closely with key suppliers, identifying alternate sources and developing contingency plans. | |||||||||||||||||
Cash, Cash Equivalents and Marketable Securities | Cash, Cash Equivalents and Marketable Securities | ||||||||||||||||
At December 31, 2014 and December 31, 2013, the Company’s investments included money market funds as well as short-term and long-term marketable securities. Marketable securities are investments with original maturities of greater than 90 days. Long-term marketable securities are securities with maturities of greater than one year. The average remaining contractual maturity of marketable securities at December 31, 2014 is approximately 7.7 months. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2014: | |||||||||||||||||
December 31, 2014 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 12,716,167 | $ | 2,174 | $ | (2,072 | ) | $ | 12,716,269 | ||||||||
Corporate and other debt securities | 10,373,332 | 4,229 | (3,621 | ) | 10,373,940 | ||||||||||||
23,089,499 | 6,403 | (5,693 | ) | 23,090,209 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 1,227,843 | — | (207 | ) | 1,227,636 | ||||||||||||
Corporate and other debt securities | 2,326,066 | — | (3,492 | ) | 2,322,574 | ||||||||||||
3,553,909 | — | (3,699 | ) | 3,550,210 | |||||||||||||
Total | $ | 26,643,408 | $ | 6,403 | $ | (9,392 | ) | $ | 26,640,419 | ||||||||
At December 31, 2014, the Company’s investments included forty-one debt securities in unrealized loss positions with a total unrealized loss of approximately $9,400 and a total fair market value of approximately $23,666,285. All investments with gross unrealized losses have been in unrealized loss positions for less than 12 months. The unrealized losses were caused primarily by current economic and market conditions. There was no change in the credit risk of the securities. The Company does not intend to sell any investments in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. There were no realized gains or losses on the investments for the fiscal years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2013: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 8,165,464 | $ | 435 | $ | (630 | ) | $ | 8,165,269 | ||||||||
Corporate and other debt securities | 13,626,690 | 3,636 | (2,045 | ) | 13,628,281 | ||||||||||||
21,792,154 | 4,071 | (2,675 | ) | 21,793,550 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 11,599,415 | 466 | (7,034 | ) | 11,592,847 | ||||||||||||
Corporate and other debt securities | 625,882 | 100 | (227 | ) | 625,755 | ||||||||||||
12,225,297 | 566 | (7,261 | ) | 12,218,602 | |||||||||||||
Total | $ | 34,017,451 | $ | 4,637 | $ | (9,936 | ) | $ | 34,012,152 | ||||||||
The contractual maturities of debt securities at December 31, 2014 were as follows: | |||||||||||||||||
Amortized | Fair Value | ||||||||||||||||
Cost | |||||||||||||||||
Due in 1 year or less | $ | 23,089,499 | $ | 23,090,209 | |||||||||||||
Due in 1 to 2 years | 3,553,909 | 3,550,210 | |||||||||||||||
$ | 26,643,408 | $ | 26,640,419 | ||||||||||||||
Fair Value Measurement | Fair Value Measurement | ||||||||||||||||
In determining the fair value of its assets and liabilities, the Company uses various valuation approaches. 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. | |||||||||||||||||
The Company’s fixed income investments are comprised of obligations of U.S. government agencies, corporate debt securities and other interest bearing securities. These investments have been initially valued at the transaction price and subsequently valued, at the end of each reporting period, utilizing third party pricing services or other market observable data. The pricing services utilize industry standard valuation models, including both income and market based approaches and observable market inputs to determine value. These observable market inputs include reportable trades, benchmark yields, credit spreads, broker/dealer quotes, bids, offers, current spot rates and other industry and economic events. The Company validates the prices provided by third party pricing services by reviewing their pricing methods and matrices, obtaining market values from other pricing sources, analyzing pricing data in certain instances and confirming that the relevant markets are active. After completing its validation procedures, the Company did not adjust or override any fair value measurements provided by the pricing services as of December 31, 2014. | |||||||||||||||||
The following fair value hierarchy table presents information about each major category of the Company’s assets measured at fair value on a recurring basis as of December 31, 2014: | |||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant | Significant | Total | ||||||||||||||
active markets for | other observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 4,889,153 | $ | — | $ | — | $ | 4,889,153 | |||||||||
U.S. Government and agency securities | 7,263,624 | 6,680,281 | — | 13,943,905 | |||||||||||||
Corporate and other debt securities | — | 12,696,514 | — | 12,696,514 | |||||||||||||
Total | $ | 12,152,777 | $ | 19,376,795 | $ | — | $ | 31,529,572 | |||||||||
The Company has no other assets or liabilities for which fair value measurement is either required or has been elected to be applied, other than the liabilities for contingent consideration recorded in connection with the Novozymes Acquisition, the acquisition of the assets of BioFlash Partners, LLC (“BioFlash”) and the Refine Acquisition. The contingent consideration related to the Novozymes Acquisition is based upon actual amounts remaining to be paid to Novozymes Denmark per the Deed of Settlement and Amendment entered into on May 5, 2014. The contingent consideration related to BioFlash is valued using management’s estimates of royalties to be paid to the former shareholders of BioFlash based on sales of the acquired assets. The contingent consideration related to the Refine Acquisition is valued using management’s estimates of expected future milestone payments based on forecasted sales of the acquired assets and portion of any receipts that might be received in connection with the resolution, withdrawal or settlement of certain patent disputes with a third party to be paid to the former shareholders of Refine. These valuations are Level 3 valuations as the primary inputs are unobservable. | |||||||||||||||||
The following tables provide quantitative information associated with the fair value measurement of the Company’s contingent consideration related to Refine using Level 3 inputs: | |||||||||||||||||
Contingent Consideration | |||||||||||||||||
Refine | |||||||||||||||||
Fair value as of December 31, 2014 | $3,321,000 | ||||||||||||||||
Valuation technique | Probability-adjusted | ||||||||||||||||
discounted cash flow | |||||||||||||||||
Periods in which milestones can be achieved | 2014 – 2016 | ||||||||||||||||
Fixed | Variable | Accrued | |||||||||||||||
Earn-out | Earn-out | Balance | |||||||||||||||
2014 | $ | 1,000,000 | — | $ | 1,000,000 | ||||||||||||
2015 | 3,500,000 | 850,000 | 2,219,000 | ||||||||||||||
2016 | 4,250,000 | 1,250,000 | 102,000 | ||||||||||||||
The significant unobservable inputs used in the fair value measurement of Refine’s contingent consideration are the probabilities of a successful achievement of sales milestones, the period in which these milestones are expected to be achieved and a discount rate. Significant increases or decreases in any of the probabilities of success would result in a significantly higher or lower fair value measurement, respectively. | |||||||||||||||||
Changes in the fair value of contingent consideration in fiscal 2014 are primarily attributable to a 850,000 Euro milestone payment made to Novozymes Denmark and a $80,000 minimum royalty payment made to BioFlash, which were previously accrued, and the addition and remeasurement of the $3,321,000 contingent consideration related to Refine. The following table provides a roll forward of the fair value of the contingent consideration: | |||||||||||||||||
Balance at December 31, 2013 | $ | 1,648,928 | |||||||||||||||
Additions | 1,370,000 | ||||||||||||||||
Payments | (1,246,348 | ) | |||||||||||||||
Changes in fair value | 2,071,994 | ||||||||||||||||
Balance at December 31, 2014 | $ | 3,844,574 | |||||||||||||||
There were no remeasurements to fair value during the year ended December 31, 2014 of financial assets and liabilities that are not measured at fair value on a recurring basis. | |||||||||||||||||
Inventories | Inventories | ||||||||||||||||
Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, fair market value, using the first-in, first-out method. The Company reviews its inventories at least quarterly and records a provision for excess and obsolete inventory based on its estimates of expected sales volume, production capacity and expiration dates of raw materials, work-in-process and finished products. Expected sales volumes are determined based on supply forecasts provided by key customers for the next 3 to 12 months. The Company writes down inventory that has become obsolete, inventory that has a cost basis in excess of its expected net realizable value, and inventory in excess of expected requirements to cost of product revenue. Manufacturing of bioprocessing finished goods is done to order and tested for quality specifications prior to shipment. Reserves for excess and obsolete inventory were $78,000 and $183,000 as of December 31, 2014 and 2013, respectively. During the year ended December 31, 2013, several lots were identified which increased the reserve and were subsequently written off. The reserve balance at December 31, 2014, is sufficient to cover an excess or obsolete inventory for the consolidated Company. | |||||||||||||||||
A change in the estimated timing or amount of demand for the Company’s products could result in additional provisions for excess inventory quantities on hand. Any significant unanticipated changes in demand or unexpected quality failures could have a significant impact on the value of inventory and reported operating results. During all periods presented in the accompanying financial statements, there have been no material adjustments related to a revised estimate of inventory valuations. | |||||||||||||||||
Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Inventories consist of the following: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw Materials | $ | 5,373,860 | $ | 4,557,870 | |||||||||||||
Work-in-process | 2,256,265 | 4,285,648 | |||||||||||||||
Finished products | 4,753,508 | 2,955,120 | |||||||||||||||
Total | $ | 12,383,633 | $ | 11,798,638 | |||||||||||||
Accrued Liabilities | Accrued Liabilities | ||||||||||||||||
The Company estimates accrued liabilities by identifying services performed on the Company’s behalf, estimating the level of service performed and determining the associated cost incurred for such service as of each balance sheet date. For example, the Company would accrue for professional and consulting fees incurred with law firms, audit and accounting service providers and other third party consultants. These expenses are determined by either requesting those service providers to estimate unbilled services at each reporting date for services incurred or tracking costs incurred by service providers under fixed fee arrangements. | |||||||||||||||||
The Company has processes in place to estimate the appropriate amounts to record for accrued liabilities, which principally involve the applicable personnel reviewing the services provided. In the event that the Company does not identify certain costs that have begun to be incurred or the Company under or over-estimates the level of services performed or the costs of such services, the reported expenses for that period may be too low or too high. The date on which certain services commence, the level of services performed on or before a given date, and the cost of such services often require the exercise of judgment. The Company makes these judgments based upon the facts and circumstances known at the date of the financial statements. | |||||||||||||||||
Income Taxes | Income Taxes | ||||||||||||||||
Deferred taxes are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect in the years in which the differences are expected to reverse. Valuation allowances are provided, if, based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions using a “more-likely-than-not” threshold for recognizing and resolving uncertain tax positions. The evaluation of uncertain tax positions is based on factors including, but not limited to, changes in tax law, the measurement of tax positions taken or expected to be taken in tax returns, the effective settlement of matters subject to audit, new audit activity and changes in facts or circumstances related to a tax position. The Company evaluates this tax position on a quarterly basis. The Company also accrues for potential interest and penalties, related to unrecognized tax benefits in income tax expense. | |||||||||||||||||
Property, Plant & Equipment | Property, Plant & Equipment | ||||||||||||||||
Property, Plant & Equipment is recorded at cost less allowances for depreciation. Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: | |||||||||||||||||
Classification | Estimated Useful Life | ||||||||||||||||
Leasehold improvements | Shorter of the term of the lease or estimated useful life | ||||||||||||||||
Equipment | Three to eight years | ||||||||||||||||
Furniture and fixtures | Three to eight years | ||||||||||||||||
For depreciation of property and equipment, the Company expensed approximately $2,594,000, $2,092,000 and $2,492,000 in the years ended December 31, 2104, 2013 and 2012, respectively. | |||||||||||||||||
Earnings Per Share | 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 restricted stock awards and the incremental common shares issuable upon the exercise of stock options and warrants. Under the treasury stock method, unexercised “in-the-money” stock options are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Share-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting are considered participating securities and are included in the calculation of basic and diluted earnings per share. | |||||||||||||||||
A reconciliation of basic and diluted share amounts is as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Numerator: | |||||||||||||||||
Net income | $ | 8,170,214 | $ | 16,093,155 | $ | 14,156,037 | |||||||||||
Denominator: | |||||||||||||||||
Basic weighted average common shares outstanding | 32,497,657 | 31,667,015 | 30,914,424 | ||||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 766,010 | 739,626 | 339,010 | ||||||||||||||
Diluted weighted average common shares outstanding | 33,263,667 | 32,406,641 | 31,253,434 | ||||||||||||||
Basic net income per common share | $ | 0.25 | $ | 0.51 | $ | 0.46 | |||||||||||
Diluted net income per common share | $ | 0.25 | $ | 0.5 | $ | 0.45 | |||||||||||
At December 31, 2014, there were outstanding options to purchase 1,225,117 shares of the Company’s common stock at a weighted average exercise price of $8.31 per share. For the fiscal year ended December 31, 2014, 307,475 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. | |||||||||||||||||
At December 31, 2013, there were outstanding options to purchase 1,610,988 shares of the Company’s common stock at a weighted average exercise price of $5.07 per share. For the fiscal year ended December 31, 2013, 187,000 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. | |||||||||||||||||
At December 31, 2012, there were outstanding options to purchase 2,315,090 shares of the Company’s common stock at a weighted average exercise price of $4.20 per share. For the fiscal year ended December 31, 2012, 1,296,700 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. | |||||||||||||||||
Segment Reporting | Segment Reporting | ||||||||||||||||
The Company views its operations, makes decisions regarding how to allocate resources and manages its business as one operating segment. As a result, the financial information disclosed herein represents all of the material financial information related to the Company’s principal operating segment. | |||||||||||||||||
The following table represents the Company’s total revenue by geographic area (based on the location of the customer): | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Sweden | 38 | % | 35 | % | 42 | % | |||||||||||
United States | 33 | % | 51 | % | 46 | % | |||||||||||
United Kingdom | 20 | % | 12 | % | 9 | % | |||||||||||
Other | 9 | % | 2 | % | 3 | % | |||||||||||
Total | 100 | % | 100 | % | 100 | % | |||||||||||
The following table represents the Company’s total assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 83,784,971 | $ | 73,557,001 | |||||||||||||
Sweden | 44,508,263 | 45,087,903 | |||||||||||||||
Total | $ | 128,293,234 | $ | 118,644,904 | |||||||||||||
The following table represents the Company’s long-lived assets by geographic area: | |||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 38,694,687 | $ | 19,858,691 | |||||||||||||
Sweden | 8,652,905 | 12,435,614 | |||||||||||||||
Total | $ | 47,347,592 | $ | 32,294,305 | |||||||||||||
Concentrations of Credit Risk and Significant Customers | 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 December 31, 2014 and 2013, 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 significant customers as a percentage of the Company’s total revenue is as follows: | |||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Orencia® Royalties from Bristol | — | 27 | % | 24 | % | ||||||||||||
GE Healthcare | 38 | % | 35 | % | 42 | % | |||||||||||
Bioprocessing Customer B | 20 | % | 12 | % | 10 | % | |||||||||||
Bioprocessing Customer C | 13 | % | 13 | % | 10 | % | |||||||||||
Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: | |||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
GE Healthcare | 29 | % | 42 | % | |||||||||||||
Customer D | 11 | % | 0 | % | |||||||||||||
Goodwill, Other Intangible Assets and Acquisitions | Goodwill, Other Intangible Assets and Acquisitions | ||||||||||||||||
Acquisitions | |||||||||||||||||
Total consideration transferred for acquisitions is allocated to the assets acquired and liabilities assumed, if any, based on their fair values at the dates of acquisition. The fair value of identifiable intangible assets is based on detailed valuations that use information and assumptions determined by management. Any excess of purchase price over the fair value of the net tangible and intangible assets acquired is allocated to goodwill. Any excess of the fair value of the net tangible and intangible assets acquired over the purchase price is recognized in the statement of operations. The fair value of contingent consideration includes estimates and judgments made by management regarding the probability that future contingent payments will be made and the extent of royalties to be earned in excess of the defined minimum royalties. Management updates these estimates and the related fair value of contingent consideration at each reporting period. Changes in the fair value of contingent consideration are recorded in the consolidated statements of operations. | |||||||||||||||||
The Company uses the income approach to determine the fair value of certain identifiable intangible assets including customer relationships and developed technology. This approach determines fair value by estimating after-tax cash flows attributable to these assets over their respective useful lives and then discounting these after-tax cash flows back to a present value. The Company bases its assumptions on estimates of future cash flows, expected growth rates, expected trends in technology, etc. Discount rates used to arrive at a present value as of the date of acquisition are based on the time value of money and certain industry-specific risk factors. | |||||||||||||||||
Goodwill | |||||||||||||||||
Goodwill is not amortized and is reviewed for impairment at least annually. There was no evidence of impairment to goodwill at December 31, 2014. There were no goodwill impairment charges during the fiscal years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Intangible Assets | |||||||||||||||||
Intangible assets are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within cost of product revenue and selling, general and administrative expense in the statements of operations. Intangible assets and their related useful lives are reviewed at least annually to determine if any adverse conditions exist 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 our products. If impairment indicators are present, the Company determines whether the underlying intangible asset is recoverable through estimated future undiscounted cash flows. If the asset is not found to be recoverable, it is written down to the estimated fair value of the asset based on the sum of the future discounted cash flows expected to result from the use and disposition 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 December 31, 2014. | |||||||||||||||||
Intangible assets consisted of the following at December 31, 2014: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 3,337,658 | $ | (750,066 | ) | 12 | |||||||||||
In process research and development | 1,600,000 | — | — | ||||||||||||||
Patents | 240,000 | (147,500 | ) | 8 | |||||||||||||
Customer relationships | 12,202,219 | (2,546,004 | ) | 9 | |||||||||||||
Trademark/ tradename | 700,000 | — | — | ||||||||||||||
Total intangible assets | $ | 18,079,877 | $ | (3,443,570 | ) | 10 | |||||||||||
Intangible assets consisted of the following at December 31, 2013: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,455,382 | $ | (537,589 | ) | 8 | |||||||||||
Patents | 240,000 | (117,500 | ) | 8 | |||||||||||||
Customer relationships | 6,897,052 | (1,749,713 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,592,434 | $ | (2,404,802 | ) | 8 | |||||||||||
Amortization expense for amortized intangible assets was approximately $1,425,000, $1,022,000 and $1,017,000 for the years ended December 31, 2014, 2013 and 2012, respectively. As of December 31, 2014, the Company expects to record the approximate amortization expense: | |||||||||||||||||
Years Ending | Amortization Expense | ||||||||||||||||
31-Dec-15 | $ | 1,697,000 | |||||||||||||||
31-Dec-16 | 1,759,000 | ||||||||||||||||
31-Dec-17 | 1,759,000 | ||||||||||||||||
31-Dec-18 | 1,595,000 | ||||||||||||||||
31-Dec-19 | 1,580,000 | ||||||||||||||||
Stock Based Compensation | Stock Based Compensation | ||||||||||||||||
The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award, and recognizes it as expense over the employee’s requisite service period on a straight-line basis. The Company records the expense for share-based awards subject to performance-based milestone vesting over the remaining service period when management determines that achievement of the milestone is probable. Management evaluates whether the achievement of a performance-based milestone is probable as of the reporting date. The Company has no awards that are subject to market conditions. The Company recognizes stock-based compensation expense based upon options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted by an amount of estimated forfeitures. | |||||||||||||||||
The Company uses the Black-Scholes option pricing model to calculate the fair value of share-based awards on the grant date. The following assumptions are used in calculating the fair value of share-based awards: | |||||||||||||||||
Expected term—The expected term of options granted represents the period of time for which the options are expected to be outstanding. For purposes of estimating the expected term, the Company has aggregated all individual option awards into one group as the Company does not expect substantial differences in exercise behavior among its employees. | |||||||||||||||||
Expected volatility—The expected volatility is a measure of the amount by which the Company’s stock price is expected to fluctuate during the expected term of options granted. The Company determines the expected volatility based primarily upon the historical volatility of the Company’s common stock over a period commensurate with the option’s expected term. | |||||||||||||||||
Risk-free interest rate—The risk-free interest rate is the implied yield available on U.S. Treasury zero-coupon issues with a remaining term equal to the option’s expected term on the grant date. | |||||||||||||||||
Expected dividend yield—The Company has never declared or paid any cash dividends on any of its capital stock and does not expect to do so in the foreseeable future. Accordingly, the Company uses an expected dividend yield of zero to calculate the grant-date fair value of a stock option. | |||||||||||||||||
Estimated forfeiture rates—The Company has applied, based on an analysis of its historical forfeitures, annual forfeiture rates of 8% for awards granted to non-executive level employees, 3% for awards granted to executive level employees and 0% for awards granted to non-employee members of the Board of Directors to all unvested stock options as of December 31, 2014. The Company reevaluates this analysis periodically and adjusts these estimated forfeiture rates as necessary. Ultimately, the Company will only recognize expense for those shares that vest. | |||||||||||||||||
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements | ||||||||||||||||
In May 2014, the FASB issued ASU No. 2014-09, which amends the guidance for accounting for revenue from contracts with customers. This ASU supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and creates a new Topic 606, Revenue from Contracts with Customers. This guidance is effective for fiscal years beginning after December 15, 2016, with early adoption not permitted. Two adoption methods are permitted: retrospectively to all prior reporting periods presented, with certain practical expedients permitted; or retrospectively with the cumulative effect of initially adopting the ASU recognized at the date of initial application. The Company has not yet determined which adoption method it will utilize or the effect that the adoption of this guidance will have on its consolidated financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Investments in Debt Securities | Investments in debt securities consisted of the following at December 31, 2014: | ||||||||||||||||
December 31, 2014 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 12,716,167 | $ | 2,174 | $ | (2,072 | ) | $ | 12,716,269 | ||||||||
Corporate and other debt securities | 10,373,332 | 4,229 | (3,621 | ) | 10,373,940 | ||||||||||||
23,089,499 | 6,403 | (5,693 | ) | 23,090,209 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 1,227,843 | — | (207 | ) | 1,227,636 | ||||||||||||
Corporate and other debt securities | 2,326,066 | — | (3,492 | ) | 2,322,574 | ||||||||||||
3,553,909 | — | (3,699 | ) | 3,550,210 | |||||||||||||
Total | $ | 26,643,408 | $ | 6,403 | $ | (9,392 | ) | $ | 26,640,419 | ||||||||
At December 31, 2014, the Company’s investments included forty-one debt securities in unrealized loss positions with a total unrealized loss of approximately $9,400 and a total fair market value of approximately $23,666,285. All investments with gross unrealized losses have been in unrealized loss positions for less than 12 months. The unrealized losses were caused primarily by current economic and market conditions. There was no change in the credit risk of the securities. The Company does not intend to sell any investments in an unrealized loss position and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. There were no realized gains or losses on the investments for the fiscal years ended December 31, 2014, 2013 and 2012. | |||||||||||||||||
Investments in debt securities consisted of the following at December 31, 2013: | |||||||||||||||||
December 31, 2013 | |||||||||||||||||
Amortized | Gross | Gross | Fair Value | ||||||||||||||
Cost | Unrealized | Unrealized | |||||||||||||||
Gain | Loss | ||||||||||||||||
Marketable securities: | |||||||||||||||||
U.S. Government and agency securities | $ | 8,165,464 | $ | 435 | $ | (630 | ) | $ | 8,165,269 | ||||||||
Corporate and other debt securities | 13,626,690 | 3,636 | (2,045 | ) | 13,628,281 | ||||||||||||
21,792,154 | 4,071 | (2,675 | ) | 21,793,550 | |||||||||||||
Long-term marketable securities: | |||||||||||||||||
U.S. Government and agency securities | 11,599,415 | 466 | (7,034 | ) | 11,592,847 | ||||||||||||
Corporate and other debt securities | 625,882 | 100 | (227 | ) | 625,755 | ||||||||||||
12,225,297 | 566 | (7,261 | ) | 12,218,602 | |||||||||||||
Total | $ | 34,017,451 | $ | 4,637 | $ | (9,936 | ) | $ | 34,012,152 | ||||||||
Contractual Maturities of Debt Securities | The contractual maturities of debt securities at December 31, 2014 were as follows: | ||||||||||||||||
Amortized | Fair Value | ||||||||||||||||
Cost | |||||||||||||||||
Due in 1 year or less | $ | 23,089,499 | $ | 23,090,209 | |||||||||||||
Due in 1 to 2 years | 3,553,909 | 3,550,210 | |||||||||||||||
$ | 26,643,408 | $ | 26,640,419 | ||||||||||||||
Assets Measured at Fair Value on Recurring Basis | The following fair value hierarchy table presents information about each major category of the Company’s assets measured at fair value on a recurring basis as of December 31, 2014: | ||||||||||||||||
Fair value measurement at reporting date using: | |||||||||||||||||
Quoted prices in | Significant | Significant | Total | ||||||||||||||
active markets for | other observable | unobservable | |||||||||||||||
identical assets | inputs | inputs | |||||||||||||||
(Level 1) | (Level 2) | (Level 3) | |||||||||||||||
Assets: | |||||||||||||||||
Money market funds | $ | 4,889,153 | $ | — | $ | — | $ | 4,889,153 | |||||||||
U.S. Government and agency securities | 7,263,624 | 6,680,281 | — | 13,943,905 | |||||||||||||
Corporate and other debt securities | — | 12,696,514 | — | 12,696,514 | |||||||||||||
Total | $ | 12,152,777 | $ | 19,376,795 | $ | — | $ | 31,529,572 | |||||||||
Quantitative Information Associated with Fair Value Measurement of Contingent Consideration Related to Refine Using Level 3 Inputs | The following tables provide quantitative information associated with the fair value measurement of the Company’s contingent consideration related to Refine using Level 3 inputs: | ||||||||||||||||
Contingent Consideration | |||||||||||||||||
Refine | |||||||||||||||||
Fair value as of December 31, 2014 | $3,321,000 | ||||||||||||||||
Valuation technique | Probability-adjusted | ||||||||||||||||
discounted cash flow | |||||||||||||||||
Periods in which milestones can be achieved | 2014 – 2016 | ||||||||||||||||
Fixed | Variable | Accrued | |||||||||||||||
Earn-out | Earn-out | Balance | |||||||||||||||
2014 | $ | 1,000,000 | — | $ | 1,000,000 | ||||||||||||
2015 | 3,500,000 | 850,000 | 2,219,000 | ||||||||||||||
2016 | 4,250,000 | 1,250,000 | 102,000 | ||||||||||||||
Roll Forward of Fair Value of Contingent Consideration | The following table provides a roll forward of the fair value of the contingent consideration: | ||||||||||||||||
Balance at December 31, 2013 | $ | 1,648,928 | |||||||||||||||
Additions | 1,370,000 | ||||||||||||||||
Payments | (1,246,348 | ) | |||||||||||||||
Changes in fair value | 2,071,994 | ||||||||||||||||
Balance at December 31, 2014 | $ | 3,844,574 | |||||||||||||||
Schedule of Inventories | Work-in-process and finished products inventories consist of material, labor, outside processing costs and manufacturing overhead. Inventories consist of the following: | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
Raw Materials | $ | 5,373,860 | $ | 4,557,870 | |||||||||||||
Work-in-process | 2,256,265 | 4,285,648 | |||||||||||||||
Finished products | 4,753,508 | 2,955,120 | |||||||||||||||
Total | $ | 12,383,633 | $ | 11,798,638 | |||||||||||||
Estimated Useful Life of Assets | Depreciation is calculated using the straight-line method over the estimated useful life of the asset as follows: | ||||||||||||||||
Classification | Estimated Useful Life | ||||||||||||||||
Leasehold improvements | Shorter of the term of the lease or estimated useful life | ||||||||||||||||
Equipment | Three to eight years | ||||||||||||||||
Furniture and fixtures | Three to eight years | ||||||||||||||||
Reconciliation of Basic and Diluted Shares Amounts | A reconciliation of basic and diluted share amounts is as follows: | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Numerator: | |||||||||||||||||
Net income | $ | 8,170,214 | $ | 16,093,155 | $ | 14,156,037 | |||||||||||
Denominator: | |||||||||||||||||
Basic weighted average common shares outstanding | 32,497,657 | 31,667,015 | 30,914,424 | ||||||||||||||
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 766,010 | 739,626 | 339,010 | ||||||||||||||
Diluted weighted average common shares outstanding | 33,263,667 | 32,406,641 | 31,253,434 | ||||||||||||||
Basic net income per common share | $ | 0.25 | $ | 0.51 | $ | 0.46 | |||||||||||
Diluted net income per common share | $ | 0.25 | $ | 0.5 | $ | 0.45 | |||||||||||
Total Assets by Geographic Area | The following table represents the Company’s total assets by geographic area: | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 83,784,971 | $ | 73,557,001 | |||||||||||||
Sweden | 44,508,263 | 45,087,903 | |||||||||||||||
Total | $ | 128,293,234 | $ | 118,644,904 | |||||||||||||
Long Lived Assets by Geographic Area | The following table represents the Company’s long-lived assets by geographic area: | ||||||||||||||||
December 31, | December 31, | ||||||||||||||||
2014 | 2013 | ||||||||||||||||
United States | $ | 38,694,687 | $ | 19,858,691 | |||||||||||||
Sweden | 8,652,905 | 12,435,614 | |||||||||||||||
Total | $ | 47,347,592 | $ | 32,294,305 | |||||||||||||
Percentage of Revenue from Significant Customers | Revenue from significant customers as a percentage of the Company’s total revenue is as follows: | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Orencia® Royalties from Bristol | — | 27 | % | 24 | % | ||||||||||||
GE Healthcare | 38 | % | 35 | % | 42 | % | |||||||||||
Bioprocessing Customer B | 20 | % | 12 | % | 10 | % | |||||||||||
Bioprocessing Customer C | 13 | % | 13 | % | 10 | % | |||||||||||
Intangible assets | Intangible assets consisted of the following at December 31, 2014: | ||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 3,337,658 | $ | (750,066 | ) | 12 | |||||||||||
In process research and development | 1,600,000 | — | — | ||||||||||||||
Patents | 240,000 | (147,500 | ) | 8 | |||||||||||||
Customer relationships | 12,202,219 | (2,546,004 | ) | 9 | |||||||||||||
Trademark/ tradename | 700,000 | — | — | ||||||||||||||
Total intangible assets | $ | 18,079,877 | $ | (3,443,570 | ) | 10 | |||||||||||
Intangible assets consisted of the following at December 31, 2013: | |||||||||||||||||
Gross Carrying | Accumulated | Weighted | |||||||||||||||
Amount | Amortization | Average | |||||||||||||||
Useful Life | |||||||||||||||||
(in years) | |||||||||||||||||
Technology – developed | $ | 1,455,382 | $ | (537,589 | ) | 8 | |||||||||||
Patents | 240,000 | (117,500 | ) | 8 | |||||||||||||
Customer relationships | 6,897,052 | (1,749,713 | ) | 8 | |||||||||||||
Total intangible assets | $ | 8,592,434 | $ | (2,404,802 | ) | 8 | |||||||||||
Schedule of Amortization Expense for Amortized Intangible Assets | As of December 31, 2014, the Company expects to record the approximate amortization expense: | ||||||||||||||||
Years Ending | Amortization Expense | ||||||||||||||||
31-Dec-15 | $ | 1,697,000 | |||||||||||||||
31-Dec-16 | 1,759,000 | ||||||||||||||||
31-Dec-17 | 1,759,000 | ||||||||||||||||
31-Dec-18 | 1,595,000 | ||||||||||||||||
31-Dec-19 | 1,580,000 | ||||||||||||||||
Total Revenue | |||||||||||||||||
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): | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Sweden | 38 | % | 35 | % | 42 | % | |||||||||||
United States | 33 | % | 51 | % | 46 | % | |||||||||||
United Kingdom | 20 | % | 12 | % | 9 | % | |||||||||||
Other | 9 | % | 2 | % | 3 | % | |||||||||||
Total | 100 | % | 100 | % | 100 | % | |||||||||||
Accounts Receivable | |||||||||||||||||
Percentage by Geographic Area or Significant Customers | Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable and royalties and other receivable balances are as follows: | ||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||
GE Healthcare | 29 | % | 42 | % | |||||||||||||
Customer D | 11 | % | 0 | % |
Acquisitions_Goodwill_and_Othe1
Acquisitions, Goodwill and Other Intangible Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Consideration Transferred | The total consideration transferred follows: | ||||||||
Cash consideration, less $66,277 of working capital adjustments reflected in other receivables as of December 31, 2014 | $ | 21,169,660 | |||||||
Value of common stock issued | 4,000,000 | ||||||||
Estimated fair value of contingent consideration | 1,370,000 | ||||||||
Total consideration transferred | $ | 26,539,660 | |||||||
Components and Allocation of Purchase Price | The components and allocation of the purchase price consists of the following amounts: | ||||||||
Accounts receivable | $ | 1,646,746 | |||||||
Inventory | 1,090,736 | ||||||||
Other current assets | 184,080 | ||||||||
Fixed assets | 84,662 | ||||||||
Customer relationships | 6,400,000 | ||||||||
Developed technology | 2,000,000 | ||||||||
In process research and development (“IPR&D”) | 1,600,000 | ||||||||
Trademark and trade name | 700,000 | ||||||||
Accounts payable and other liabilities assumed | (357,399 | ) | |||||||
Goodwill | 13,190,835 | ||||||||
Net assets acquired | $ | 26,539,660 | |||||||
Unaudited Supplemental Pro Forma Information | The following table presents unaudited supplemental pro forma information as if the Refine Acquisition had occurred as of January 1, 2013. | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Total revenue | $ | 67,330,000 | $ | 76,331,000 | |||||
Net income | 9,493,000 | 16,403,000 | |||||||
Earnings per share | |||||||||
Basic | 0.28 | 0.58 | |||||||
Diluted | 0.27 | 0.56 | |||||||
Changes in Carrying Value of Goodwill | The changes in the carrying value of goodwill for the year ended December 31, 2014 is as follows: | ||||||||
Balance at December 31, 2013 | $ | 994,000 | |||||||
Goodwill arising from business combination | 13,190,835 | ||||||||
Balance at December 31, 2014 | $ | 14,184,835 | |||||||
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||
Income from Operations Before Income Taxes | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
The components of income from operations before income taxes are as follows: | |||||||||||||||||||||||||
Domestic | $ | (1,151,984 | ) | $ | 12,782,598 | $ | 11,175,638 | ||||||||||||||||||
Foreign | 12,290,567 | 10,231,223 | 95,768 | ||||||||||||||||||||||
Total | $ | 11,138,583 | $ | 23,013,821 | $ | 11,271,406 | |||||||||||||||||||
Provision for Income Taxes | The current and deferred components of the provision for income taxes on operations are as follows: | ||||||||||||||||||||||||
Current | $ | 2,480,609 | $ | 4,123,752 | $ | 312,630 | |||||||||||||||||||
Deferred | 487,760 | 2,796,914 | (3,197,261 | ) | |||||||||||||||||||||
Total | $ | 2,968,369 | $ | 6,920,666 | $ | (2,884,631 | ) | ||||||||||||||||||
The jurisdictional components of the provision for income taxes on operations are as follows: | |||||||||||||||||||||||||
Federal | $ | 214,274 | $ | 3,322,032 | $ | (2,915,673 | ) | ||||||||||||||||||
State | (67,383 | ) | 1,305,388 | 115,307 | |||||||||||||||||||||
Foreign | 2,821,478 | 2,293,245 | (84,265 | ) | |||||||||||||||||||||
Total | $ | 2,968,369 | $ | 6,920,665 | $ | (2,884,631 | ) | ||||||||||||||||||
Consolidated Deferred Tax Assets or Liabilities | The Company’s consolidated deferred tax assets (liabilities) consist of the following: | ||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | ||||||||||||||||||||||||
Deferred tax assets: | |||||||||||||||||||||||||
Temporary timing differences | $ | 3,069,000 | $ | 3,018,000 | |||||||||||||||||||||
Net operating loss carryforwards | 12,580,000 | 12,264,000 | |||||||||||||||||||||||
Tax business credits carryforwards | 1,782,000 | 1,520,000 | |||||||||||||||||||||||
Total deferred tax assets | 17,431,000 | 16,802,000 | |||||||||||||||||||||||
Valuation allowance | (17,298,000 | ) | (16,571,000 | ) | |||||||||||||||||||||
Net deferred tax assets | $ | 133,000 | $ | 231,000 | |||||||||||||||||||||
Deferred tax liabilities: | |||||||||||||||||||||||||
Goodwill | $ | (251,000 | ) | $ | (44,000 | ) | |||||||||||||||||||
Net deferred tax assets (liabilities) | $ | (118,000 | ) | $ | 187,000 | ||||||||||||||||||||
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate | The reconciliation of the federal statutory rate to the effective income tax rate for the fiscal years ended December 31, 2014, 2013 and 2012 is as follows: | ||||||||||||||||||||||||
Period Ended, | |||||||||||||||||||||||||
December 31, 2014 | December 31, 2013 | December 31, 2012 | |||||||||||||||||||||||
Income before income taxes | $ | 11,138,583 | $ | 23,013,821 | $ | 11,271,406 | |||||||||||||||||||
Expected tax at statutory rate | 3,787,118 | 34 | % | 7,824,699 | 34 | % | 3,944,996 | 35 | % | ||||||||||||||||
Adjustments due to: | |||||||||||||||||||||||||
Difference between U.S. and foreign tax | (1,470,662 | ) | (13.2 | )% | (1,227,747 | ) | (5.3 | )% | (8,332 | ) | (0.1 | )% | |||||||||||||
State income and franchise taxes | 121,561 | 1.1 | % | 1,121,821 | 4.9 | % | 357,866 | 3.2 | % | ||||||||||||||||
Permanent differences | (171,921 | ) | (1.5 | )% | (298,185 | ) | (1.3 | )% | 242,629 | 2.1 | % | ||||||||||||||
Change in valuation allowance | 727,157 | 6.5 | % | (508,629 | ) | (2.21 | )% | (7,272,092 | ) | (64.5 | )% | ||||||||||||||
Other | (24,884 | ) | (0.2 | )% | 8,707 | 0.1 | % | (149,698 | ) | (1.3 | )% | ||||||||||||||
Provision (benefit) for income taxes | $ | 2,968,369 | 26.7 | % | $ | 6,920,666 | 30.1 | % | $ | (2,884,631 | ) | (25.6 | )% | ||||||||||||
Reconciliation of Unrecognized Tax Benefits | The following is a tabular reconciliation of the total amounts of unrecognized tax benefits: | ||||||||||||||||||||||||
December 31, 2014 | |||||||||||||||||||||||||
Unrecognized tax benefits at January 1, 2014 | $ | 1,917,247 | |||||||||||||||||||||||
Gross increases – tax positions in prior period | 125,000 | ||||||||||||||||||||||||
Gross increases – tax positions in current period | 38,319 | ||||||||||||||||||||||||
Unrecognized tax benefits at December 31, 2014 | $ | 2,080,566 | |||||||||||||||||||||||
Stockholders_Equity_Tables
Stockholders' Equity (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s consolidated statements of operations: | ||||||||||||||||
Years ended December 31, | |||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Cost of product revenue | $ | 129,000 | $ | 74,000 | $ | 45,000 | |||||||||||
Research and development | 185,000 | 97,000 | 219,000 | ||||||||||||||
Selling, general and administrative | 1,453,000 | 889,000 | 760,000 | ||||||||||||||
Total | $ | 1,767,000 | $ | 1,060,000 | $ | 1,024,000 | |||||||||||
Estimated Weighted Average Assumptions | value of share-based awards on the grant date. The fair value of share-based awards granted during the years ended December 31, 2014, 2013 and 2012 were calculated using the following estimated assumptions: | ||||||||||||||||
2014 | 2013 | 2012 | |||||||||||||||
Expected term (years) | 6.5 | 6.5 | 6.5 | ||||||||||||||
Volatility | 51.00 - 51.71% | 51.39% - 53.63% | 49.76% - 53.54% | ||||||||||||||
Risk-free interest rate | 1.88 - 2.11% | 1.09% - 2.08% | 0.89% - 1.06% | ||||||||||||||
Expected dividend yield | — | — | — | ||||||||||||||
Summary of Option Activity | Information regarding option activity for the year ended December 31, 2014 under the Plans is summarized below: | ||||||||||||||||
Options | Weighted- | Weighted- | Aggregate | ||||||||||||||
Outstanding | Average | Average | Intrinsic | ||||||||||||||
Exercise | Remaining | Value | |||||||||||||||
Price Per | Contractual | ||||||||||||||||
Share | Term | ||||||||||||||||
(in years) | |||||||||||||||||
Options outstanding at December 31, 2013 | 1,610,988 | $ | 5.07 | ||||||||||||||
Granted | 420,698 | 13.98 | |||||||||||||||
Exercised | (700,738 | ) | 4.41 | ||||||||||||||
Forfeited/cancelled | (105,831 | ) | 7.49 | ||||||||||||||
Options outstanding at December 31, 2014 | 1,225,117 | $ | 8.31 | 7.3 | $ | 14,261,197 | |||||||||||
Options exercisable at December 31, 2014 | 412,500 | $ | 4.31 | 4.75 | $ | 6,391,377 | |||||||||||
Vested and expected to vest at December 31, 2014 (1) | 723,010 | $ | 10.4 | 8.64 | $ | 6,969,962 | |||||||||||
-1 | This represents the number of vested options as of December 31, 2014 plus the number of unvested options expected to vest as of December 31, 2014 based on the unvested outstanding options at December 31, 2014 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | ||||
Dec. 31, 2014 | |||||
Obligations Under Non Cancelable Operating Leases | Obligations under non-cancelable operating leases, including the facility leases discussed above, as of December 31, 2014 are approximately as follows: | ||||
Years Ending | Operating Leases | ||||
December 31, 2015 | $ | 2,420,000 | |||
December 31, 2016 | 2,420,000 | ||||
December 31, 2017 | 1,930,000 | ||||
December 31, 2018 | 1,439,000 | ||||
December 31, 2019 | 1,422,000 | ||||
Thereafter | 4,414,000 | ||||
Minimum lease payments | $ | 14,045,000 | |||
Prepaid_Expenses_and_Other_Cur1
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Prepaid Expenses and Other Current Assets | Prepaid expenses and other current assets consist of the following: | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Vendor credit | 485,670 | — | |||||||
Equipment maintenance and services | 492,408 | 521,772 | |||||||
Prepaid VAT | 418,831 | — | |||||||
Prepaid insurance | 359,062 | 344,698 | |||||||
Prepaid taxes | 220,029 | 135,102 | |||||||
Interest receivable | 99,802 | 214,902 | |||||||
Other | 27,774 | 33,350 | |||||||
Total | $ | 2,103,576 | $ | 1,249,824 | |||||
Accrued_Liabilities_Tables
Accrued Liabilities (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
Schedule of Accrued Liabilities | Accrued liabilities consist of the following: | ||||||||
December 31, 2014 | December 31, 2013 | ||||||||
Employee compensation | $ | 3,758,511 | $ | 3,166,086 | |||||
Taxes | 571,080 | 2,324,711 | |||||||
Royalty and license fees | — | 1,897,473 | |||||||
Current portion of contingent consideration | 1,135,061 | 1,195,248 | |||||||
Professional fees | 511,588 | 385,478 | |||||||
VAT liabilities | — | 7,591 | |||||||
Unearned revenue | 129,904 | 3,341 | |||||||
Other accrued expenses | 712,919 | 599,784 | |||||||
Total | $ | 6,819,063 | $ | 9,579,712 | |||||
Selected_Quarterly_Financial_D1
Selected Quarterly Financial Data (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Consolidated Statements of Operations Information for Each of Previous Eight Quarters | |||||||||||||||||||||||||||||||||
December 31, | September 30, | June 30, | March 31, | December 31, | September 30, | June 30, | March 31, | ||||||||||||||||||||||||||
2014 | 2014 | 2014 | 2014 | 2013 | 2013 | 2013 | 2013 | ||||||||||||||||||||||||||
(in thousands, except per share amounts) | |||||||||||||||||||||||||||||||||
Revenue: | |||||||||||||||||||||||||||||||||
Product revenue | $ | 15,393 | $ | 15,153 | $ | 15,551 | $ | 14,335 | $ | 10,350 | $ | 12,184 | $ | 13,014 | $ | 11,934 | |||||||||||||||||
Royalty and other revenue | 1,000 | 125 | — | 1,991 | 5,032 | 6,638 | 4,495 | 4,522 | |||||||||||||||||||||||||
Total revenue | 16,393 | 15,278 | 15,551 | 16,326 | 15,382 | 18,822 | 17,509 | 16,456 | |||||||||||||||||||||||||
Operating expenses: | |||||||||||||||||||||||||||||||||
Cost of product revenue | 8,084 | 6,931 | 6,671 | 6,335 | 4,627 | 5,659 | 5,298 | 6,897 | |||||||||||||||||||||||||
Cost of royalty and other revenue | — | — | — | — | 738 | 724 | 643 | 577 | |||||||||||||||||||||||||
Research and development | 1,328 | 1,650 | 1,430 | 1,201 | 1,422 | 1,430 | 2,306 | 2,183 | |||||||||||||||||||||||||
Selling, general and administrative | 4,975 | 4,471 | 4,326 | 3,384 | 3,367 | 2,902 | 3,124 | 3,308 | |||||||||||||||||||||||||
Contingent consideration – fair value adjustments | 1,945 | 10 | 18 | 98 | 45 | 65 | 35 | (54 | ) | ||||||||||||||||||||||||
Gain on bargain purchase | — | — | — | — | — | — | — | — | |||||||||||||||||||||||||
Total operating expenses | 16,332 | 13,062 | 12,445 | 11,018 | 10,199 | 10,780 | 11,406 | 12,911 | |||||||||||||||||||||||||
Loss income from operations | 61 | 2,216 | 3,106 | 5,308 | 5,183 | 8,042 | 6,103 | 3,545 | |||||||||||||||||||||||||
Investment income | 59 | 64 | 85 | 102 | 98 | 76 | 65 | 62 | |||||||||||||||||||||||||
Interest expense | (12 | ) | (11 | ) | (13 | ) | (14 | ) | (12 | ) | (12 | ) | (12 | ) | (14 | ) | |||||||||||||||||
Other income (expense) | 134 | (14 | ) | 65 | 2 | (54 | ) | 37 | (122 | ) | 29 | ||||||||||||||||||||||
Income before income taxes | 242 | 2,255 | 3,243 | 5,398 | 5,215 | 8,143 | 6,034 | 3,622 | |||||||||||||||||||||||||
Income tax provision | 640 | 789 | 418 | 1,121 | 1,887 | 2,255 | 1,495 | 1,284 | |||||||||||||||||||||||||
Net income | $ | (398 | ) | $ | 1,466 | $ | 2,825 | $ | 4,277 | $ | 3,328 | $ | 5,888 | $ | 4,539 | $ | 2,338 | ||||||||||||||||
Earnings per share: | |||||||||||||||||||||||||||||||||
Basic | $ | (0.01 | ) | $ | 0.04 | $ | 0.09 | $ | 0.13 | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | ||||||||||||||||
Diluted | $ | (0.01 | ) | $ | 0.04 | $ | 0.09 | $ | 0.13 | $ | 0.1 | $ | 0.18 | $ | 0.14 | $ | 0.07 | ||||||||||||||||
Weighted average shares outstanding: | |||||||||||||||||||||||||||||||||
Basic | 32,747 | 32,677 | 32,234 | 31,963 | 31,916 | 31,858 | 31,644 | 31,241 | |||||||||||||||||||||||||
Diluted | 32,747 | 33,327 | 33,076 | 31,855 | 32,708 | 32,552 | 32,317 | 31,855 | |||||||||||||||||||||||||
Organization_and_Nature_of_Bus1
Organization and Nature of Business - Additional Information (Detail) (Orencia Royalties from Bristol, USD $) | 0 Months Ended |
Apr. 07, 2008 | |
First $500 million of annual net sales | |
Organization And Nature Of Business [Line Items] | |
Bristol Settlement agreement, royalty payment rate | 1.80% |
Annual net sales | $500,000,000 |
Next $500 million of annual net sales | |
Organization And Nature Of Business [Line Items] | |
Bristol Settlement agreement, royalty payment rate | 2.00% |
Annual net sales | 500,000,000 |
Annual net sales in excess of $1 billion for each year from January 1, 2008 until December 31, 2013 | |
Organization And Nature Of Business [Line Items] | |
Bristol Settlement agreement, royalty payment rate | 4.00% |
Annual net sales | $1,000,000,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies - Additional Information (Detail) | 0 Months Ended | 3 Months Ended | 12 Months Ended | 1 Months Ended | 3 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | 0 Months Ended | 12 Months Ended | |||||||||||||||||||||||||||
Apr. 06, 2007 | Dec. 31, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Jan. 31, 2013 | Dec. 31, 2012 | Jun. 02, 2014 | Sep. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 28, 2014 | Sep. 04, 2013 | Jan. 22, 2013 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Jun. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Jan. 30, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2014 | Sep. 03, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Technology Transfer | Technology Transfer | Technology Transfer | Non-Executive Employees | Awards Granted to Executive Level Employees | Non-employee members of Board of Directors | Minimum | Scripps Research Institute | Pfizer Incorporation | Pfizer Incorporation | Pfizer Incorporation | Novozymes Biopharma DK A/S Sweden Ab | Bio Flash | Refine Technology, LLC | Refine Technology, LLC | Significant unobservable inputs (Level 3) | Significant unobservable inputs (Level 3) | Clinical Development | Initial Commercial Sales | BioMarin Pharmaceutical, Inc. | BioMarin Pharmaceutical, Inc. | BioMarin Pharmaceutical, Inc. | BioMarin Pharmaceutical, Inc. | BioMarin Pharmaceutical, Inc. | Orencia Royalties from Bristol | Orencia Royalties from Bristol | Orencia Royalties from Bristol | ||
Investment | Segment | USD ($) | USD ($) | USD ($) | Licensing Agreements | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Nonsoftware License Arrangement | Milestone Payments | Minimum | USD ($) | Milestone Payments | USD ($) | Refine Technology, LLC | USD ($) | USD ($) | Asset Purchase Agreement | Asset Purchase Agreement | Clinical Development | Initial Commercial Sales | Technology Transfer Payments | USD ($) | USD ($) | USD ($) | ||||||||||||||||
Investment | USD ($) | USD ($) | USD ($) | USD ($) | EUR (€) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | Asset Purchase Agreement | Asset Purchase Agreement | Asset Purchase Agreement | |||||||||||||||||||||||||||
USD ($) | ||||||||||||||||||||||||||||||||||||||||
Summary Of Significant Accounting Policies [Line Items] | ||||||||||||||||||||||||||||||||||||||||
License Agreement, initial license fee | $300,000 | |||||||||||||||||||||||||||||||||||||||
Total future milestone payments | 4,300,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, shares issued | 87,464 | |||||||||||||||||||||||||||||||||||||||
Common stock, shares issued value | 300,000 | |||||||||||||||||||||||||||||||||||||||
Common stock, shares purchased through issuance of warrants | 150,000 | 150,000 | ||||||||||||||||||||||||||||||||||||||
Warrant term | 7 years | 7 years | ||||||||||||||||||||||||||||||||||||||
Upfront payment received under license agreement | 5,000,000 | 2,000,000 | ||||||||||||||||||||||||||||||||||||||
Milestone payment | 1,000,000 | 1,000,000 | 60,000,000 | 125,675 | ||||||||||||||||||||||||||||||||||||
Potential milestone payments to be received | 60,000,000 | 100,000,000 | 160,000,000 | |||||||||||||||||||||||||||||||||||||
Percentage relate to clinical development from Milestone payment | 37.00% | 63.00% | ||||||||||||||||||||||||||||||||||||||
Provision for refund | 0 | |||||||||||||||||||||||||||||||||||||||
License agreement, revenue recognized | 2,115,000 | 0 | 2,100,000 | |||||||||||||||||||||||||||||||||||||
Non-refundable up-front payment | 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Payment to be received upon signing of agreement | 125,675 | |||||||||||||||||||||||||||||||||||||||
Revenue recognized under revenue recognition, up front payment | 2,000,000 | |||||||||||||||||||||||||||||||||||||||
Estimated selling price | 300,000 | |||||||||||||||||||||||||||||||||||||||
Consideration allocated to transaction | 11,000 | |||||||||||||||||||||||||||||||||||||||
Royalty and other revenue | 1,000,000 | 125,000 | 1,991,000 | 5,032,000 | 6,638,000 | 4,495,000 | 4,522,000 | 3,116,841 | 20,687,241 | 20,432,348 | 125,675 | 0 | 17,881,000 | 14,753,000 | ||||||||||||||||||||||||||
Royalty term | 10 years | |||||||||||||||||||||||||||||||||||||||
Percentage of royalty revenue, remittance to the University of Michigan | 15.00% | |||||||||||||||||||||||||||||||||||||||
Cost of royalty revenue | 738,000 | 724,000 | 643,000 | 577,000 | 2,682,177 | 2,213,004 | 0 | 2,682,000 | 2,213,000 | |||||||||||||||||||||||||||||||
Revenue from sponsored research and development projects | 0 | 1,589,000 | 803,000 | |||||||||||||||||||||||||||||||||||||
Marketable securities, minimum original maturity term | 90 days | |||||||||||||||||||||||||||||||||||||||
Long-term marketable securities, minimum original maturity term | 1 year | |||||||||||||||||||||||||||||||||||||||
Marketable securities, average remaining contractual maturity period | 7 years 8 months 12 days | |||||||||||||||||||||||||||||||||||||||
Number of debt securities in unrealized loss positions | 41 | 41 | ||||||||||||||||||||||||||||||||||||||
Debt securities in unrealized loss positions, total unrealized loss | 9,400 | 9,400 | ||||||||||||||||||||||||||||||||||||||
Debt securities in unrealized loss positions, total fair market value | 23,666,285 | 23,666,285 | ||||||||||||||||||||||||||||||||||||||
Credit risk | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Gain (loss) on investments | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Fair value of other assets | 0 | 0 | ||||||||||||||||||||||||||||||||||||||
Payment made | 1,246,348 | 850,000 | ||||||||||||||||||||||||||||||||||||||
Royalty payment | 80,000 | |||||||||||||||||||||||||||||||||||||||
Additional contingent consideration accrued | 1,370,000 | 1,370,000 | 1,370,000 | 3,321,000 | 3,321,000 | |||||||||||||||||||||||||||||||||||
Reserves for excess and obsolete inventory | 78,000 | 183,000 | 78,000 | 183,000 | ||||||||||||||||||||||||||||||||||||
Depreciation expense of property and equipment | 2,594,000 | 2,092,000 | 2,492,000 | |||||||||||||||||||||||||||||||||||||
Stock options, outstanding | 1,225,117 | 1,610,988 | 1,225,117 | 1,610,988 | 2,315,090 | |||||||||||||||||||||||||||||||||||
Stock options, weighted average exercise price | $8.31 | $5.07 | $8.31 | $5.07 | $4.20 | |||||||||||||||||||||||||||||||||||
Common stock excluded from calculation of diluted earnings per share | 307,475 | 187,000 | 1,296,700 | |||||||||||||||||||||||||||||||||||||
Number of operating segment | 1 | |||||||||||||||||||||||||||||||||||||||
Goodwill impairment | 0 | 0 | 0 | |||||||||||||||||||||||||||||||||||||
Amortization expense | 1,425,000 | 1,022,000 | 1,017,000 | |||||||||||||||||||||||||||||||||||||
Expected dividend yield | $0 | |||||||||||||||||||||||||||||||||||||||
Estimated forfeiture rates | 8.00% | 3.00% | 0.00% |
Investments_in_Money_Market_Fu
Investments in Money Market Funds and Marketable Securities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $26,643,408 | $34,017,451 |
Gross Unrealized Gain | 6,403 | 4,637 |
Gross Unrealized Loss | -9,392 | -9,936 |
Fair Value | 26,640,419 | 34,012,152 |
Marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 23,089,499 | 21,792,154 |
Gross Unrealized Gain | 6,403 | 4,071 |
Gross Unrealized Loss | -5,693 | -2,675 |
Fair Value | 23,090,209 | 21,793,550 |
Marketable securities | U.S. Government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 12,716,167 | 8,165,464 |
Gross Unrealized Gain | 2,174 | 435 |
Gross Unrealized Loss | -2,072 | -630 |
Fair Value | 12,716,269 | 8,165,269 |
Marketable securities | Corporate and other debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 10,373,332 | 13,626,690 |
Gross Unrealized Gain | 4,229 | 3,636 |
Gross Unrealized Loss | -3,621 | -2,045 |
Fair Value | 10,373,940 | 13,628,281 |
Long-term marketable securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 3,553,909 | 12,225,297 |
Gross Unrealized Gain | 566 | |
Gross Unrealized Loss | -3,699 | -7,261 |
Fair Value | 3,550,210 | 12,218,602 |
Long-term marketable securities | U.S. Government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 1,227,843 | 11,599,415 |
Gross Unrealized Gain | 466 | |
Gross Unrealized Loss | -207 | -7,034 |
Fair Value | 1,227,636 | 11,592,847 |
Long-term marketable securities | Corporate and other debt securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 2,326,066 | 625,882 |
Gross Unrealized Gain | 100 | |
Gross Unrealized Loss | -3,492 | -227 |
Fair Value | $2,322,574 | $625,755 |
Contractual_Maturities_of_Mone
Contractual Maturities of Money Market Funds and Marketable Securities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Available-for-sale Securities [Line Items] | ||
Due in 1 year or less | $23,089,499 | |
Due in 1 to 2 years | 3,553,909 | |
Amortized Cost | 26,643,408 | 34,017,451 |
Due in 1 year or less | 23,090,209 | |
Due in 1 to 2 years | 3,550,210 | |
Fair Value | $26,640,419 | $34,012,152 |
Major_Category_of_Assets_Measu
Major Category of Assets Measured at Fair Value on Recurring Basis (Detail) (Fair Value, Measurements, Recurring, USD $) | Dec. 31, 2014 |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | $31,529,572 |
Money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 4,889,153 |
U.S. Government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 13,943,905 |
Corporate and other debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 12,696,514 |
Quoted prices in active markets for identical assets (Level 1) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 12,152,777 |
Quoted prices in active markets for identical assets (Level 1) | Money market funds | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 4,889,153 |
Quoted prices in active markets for identical assets (Level 1) | U.S. Government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 7,263,624 |
Significant other observable inputs (Level 2) | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 19,376,795 |
Significant other observable inputs (Level 2) | U.S. Government and agency securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | 6,680,281 |
Significant other observable inputs (Level 2) | Corporate and other debt securities | |
Fair Value, Assets and Liabilities Measured on Recurring Basis [Line Items] | |
Assets | $12,696,514 |
Quantitative_Information_Assoc
Quantitative Information Associated with Fair Value Measurement of Contingent Consideration Related to Refine Using Level 3 Inputs (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 02, 2014 | |
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | $1,370,000 | |
Significant unobservable inputs (Level 3) | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 3,321,000 | |
Valuation technique | Probability-adjusted discounted cash flow | |
Significant unobservable inputs (Level 3) | 2014 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 1,000,000 | |
Significant unobservable inputs (Level 3) | 2015 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 2,219,000 | |
Significant unobservable inputs (Level 3) | 2016 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 102,000 | |
Significant unobservable inputs (Level 3) | Minimum | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Periods in which milestones can be achieved | 2014 | |
Significant unobservable inputs (Level 3) | Maximum | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Periods in which milestones can be achieved | 2016 | |
Fixed Earn-out | Significant unobservable inputs (Level 3) | 2014 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 1,000,000 | |
Fixed Earn-out | Significant unobservable inputs (Level 3) | 2015 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 3,500,000 | |
Fixed Earn-out | Significant unobservable inputs (Level 3) | 2016 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 4,250,000 | |
Variable Earn-out | Significant unobservable inputs (Level 3) | 2015 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | 850,000 | |
Variable Earn-out | Significant unobservable inputs (Level 3) | 2016 | ||
Fair Value Inputs, Liabilities, Quantitative Information [Line Items] | ||
Accrued Balance | $1,250,000 |
Roll_Forward_of_Fair_Value_of_
Roll Forward of Fair Value of Contingent Consideration (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2013 | $1,648,928 |
Additions | 1,370,000 |
Payments | -1,246,348 |
Changes in fair value | 2,071,994 |
Balance at December 31, 2014 | $3,844,574 |
Schedule_of_Inventories_Detail
Schedule of Inventories (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory [Line Items] | ||
Raw materials | $5,373,860 | $4,557,870 |
Work-in-process | 2,256,265 | 4,285,648 |
Finished products | 4,753,508 | 2,955,120 |
Total | $12,383,633 | $11,798,638 |
Estimated_Useful_Life_of_Asset
Estimated Useful Life of Assets (Detail) | 12 Months Ended |
Dec. 31, 2014 | |
Leasehold improvements | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | Shorter of the term of the lease or estimated useful life |
Equipment | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Equipment | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 8 years |
Furniture and fixtures | Minimum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 3 years |
Furniture and fixtures | Maximum | |
Property, Plant and Equipment [Line Items] | |
Estimated Useful Life | 8 years |
Reconciliation_of_Basic_and_Di
Reconciliation of Basic and Diluted Shares Amounts (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Numerator: | |||||||||||
Net income | ($398,000) | $1,466,000 | $2,825,000 | $4,277,000 | $3,328,000 | $5,888,000 | $4,539,000 | $2,338,000 | $8,170,214 | $16,093,155 | $14,156,037 |
Denominator: | |||||||||||
Basic weighted average common shares outstanding | 32,747,000 | 32,677,000 | 32,234,000 | 31,963,000 | 31,916,000 | 31,858,000 | 31,644,000 | 31,241,000 | 32,497,657 | 31,667,015 | 30,914,424 |
Weighted average common stock equivalents from assumed exercise of stock options and restricted stock awards | 766,010 | 739,626 | 339,010 | ||||||||
Diluted weighted average common shares outstanding | 32,747,000 | 33,327,000 | 33,076,000 | 31,855,000 | 32,708,000 | 32,552,000 | 32,317,000 | 31,855,000 | 33,263,667 | 32,406,641 | 31,253,434 |
Basic net income per common share | ($0.01) | $0.04 | $0.09 | $0.13 | $0.10 | $0.18 | $0.14 | $0.07 | $0.25 | $0.51 | $0.46 |
Diluted net income per common share | ($0.01) | $0.04 | $0.09 | $0.13 | $0.10 | $0.18 | $0.14 | $0.07 | $0.25 | $0.50 | $0.45 |
Percentage_of_Revenue_by_Geogr
Percentage of Revenue by Geographic Area (Detail) (Geographic Concentration Risk, Total Revenue) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 100.00% | 100.00% | 100.00% |
Sweden | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 38.00% | 35.00% | 42.00% |
United States | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 33.00% | 51.00% | 46.00% |
United Kingdom | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 20.00% | 12.00% | 9.00% |
Other | |||
Concentration Risk [Line Items] | |||
Revenues, percentage by country | 9.00% | 2.00% | 3.00% |
Total_Assets_by_Geographic_Are
Total Assets by Geographic Area (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | $128,293,234 | $118,644,904 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | 83,784,971 | 73,557,001 |
Sweden | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Asset | $44,508,263 | $45,087,903 |
Long_Lived_Assets_by_Geographi
Long Lived Assets by Geographic Area (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $47,347,592 | $32,294,305 |
United States | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | 38,694,687 | 19,858,691 |
Sweden | ||
Segment Reporting, Asset Reconciling Item [Line Items] | ||
Long Lived Assets | $8,652,905 | $12,435,614 |
Percentage_of_Revenue_from_Sig
Percentage of Revenue from Significant Customers (Detail) (Customer Concentration Risk, Sales Revenue) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Orencia Royalties from Bristol | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 27.00% | 24.00% | |
GE Healthcare | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 38.00% | 35.00% | 42.00% |
Bioprocessing Customer B | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 20.00% | 12.00% | 10.00% |
Bioprocessing Customer C | |||
Revenue, Major Customer [Line Items] | |||
Revenue from significant customers as a percentage of total revenue | 13.00% | 13.00% | 10.00% |
Percentage_of_Accounts_Receiva
Percentage of Accounts Receivable by Significant Customers (Detail) (Customer Concentration Risk, Accounts Receivable) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
GE Healthcare | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 29.00% | 42.00% |
Customer D | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 11.00% | 0.00% |
Indefinite_Lived_Intangible_As
Indefinite Lived Intangible Assets (Detail) (USD $) | Dec. 31, 2014 |
In process research and development ("IPR&D") | |
Indefinite-lived Intangible Assets [Line Items] | |
Indefinite lived intangible assets | $1,600,000 |
Trademark / tradename | |
Indefinite-lived Intangible Assets [Line Items] | |
Indefinite lived intangible assets | $700,000 |
Finite_Lived_Intangible_Assets
Finite Lived Intangible Assets (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $18,079,877 | $8,592,434 |
Accumulated Amortization | -3,443,570 | -2,404,802 |
Weighted Average Useful Life (in years) | 10 years | 8 years |
Technology - developed | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 3,337,658 | 1,455,382 |
Accumulated Amortization | -750,066 | -537,589 |
Weighted Average Useful Life (in years) | 12 years | 8 years |
Patents | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 240,000 | 240,000 |
Accumulated Amortization | -147,500 | -117,500 |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 12,202,219 | 6,897,052 |
Accumulated Amortization | ($2,546,004) | ($1,749,713) |
Weighted Average Useful Life (in years) | 9 years | 8 years |
Amortization_Expense_for_Amort
Amortization Expense for Amortized Intangible Assets (Detail) (USD $) | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | |
31-Dec-15 | $1,697,000 |
31-Dec-16 | 1,759,000 |
31-Dec-17 | 1,759,000 |
31-Dec-18 | 1,595,000 |
31-Dec-19 | $1,580,000 |
Acquisitions_Goodwill_and_Othe2
Acquisitions, Goodwill and Other Intangible Assets - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | 7 Months Ended | |
Jun. 02, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2014 | |
Business Acquisition [Line Items] | ||||
Business acquisition, upfront payment | $21,169,660 | $21,235,937 | ||
Working capital adjustment on purchase price | 66,277 | |||
Business acquisition, common stock shares issued, par value | $0.01 | $0.01 | $0.01 | |
Business acquisition, common stock shares issued, value | 4,000,000 | |||
Business acquisition, estimated fair value of contingent consideration | 1,370,000 | |||
Business acquisition, fair value of the net assets acquired | 26,539,660 | |||
Finite lived intangible asset, useful life | 10 years | 8 years | ||
Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired finite lived intangible assets | 6,400,000 | |||
Finite lived intangible asset, useful life | 9 years | 8 years | ||
Technology - developed | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired finite lived intangible assets | 2,000,000 | |||
Finite lived intangible asset, useful life | 12 years | 8 years | ||
Trademark / tradename | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired indefinite lived intangible assets | 700,000 | |||
In process research and development ("IPR&D") | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired indefinite lived intangible assets | 1,600,000 | |||
Refine Technology, LLC | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, upfront payment | 21,235,937 | |||
Working capital adjustment on purchase price | 66,277 | 66,277 | ||
Business acquisition, common stock shares issued | 215,285 | |||
Business acquisition, common stock shares issued, par value | $0.01 | |||
Business acquisition, common stock shares issued, value | 4,000,000 | 4,000,000 | ||
Business acquisition, estimated fair value of contingent consideration | 1,370,000 | 1,370,000 | ||
Business acquisition, fair value of the net assets acquired | 26,539,660 | |||
Business acquisition, transaction costs | 817,835 | |||
Fair value of acquired finite lived intangible assets | 9,100,000 | 9,100,000 | ||
Fair value of acquired indefinite lived intangible assets | 1,600,000 | 1,600,000 | ||
Goodwill expected deductible period for tax purposes | 15 years | |||
Business acquisition, revenue | 6,793,000 | |||
Refine Technology, LLC | Customer relationships | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired finite lived intangible assets | 6,400,000 | |||
Finite lived intangible asset, useful life | 10 years | |||
Refine Technology, LLC | Technology - developed | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired finite lived intangible assets | 2,000,000 | |||
Finite lived intangible asset, useful life | 15 years | |||
Refine Technology, LLC | Trademark / tradename | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired indefinite lived intangible assets | 700,000 | |||
Refine Technology, LLC | In process research and development ("IPR&D") | ||||
Business Acquisition [Line Items] | ||||
Fair value of acquired indefinite lived intangible assets | 1,600,000 | |||
Refine Technology, LLC | Up Front Payment | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, upfront payment | 21,235,937 | |||
Refine Technology, LLC | Milestone Payments | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, maximum potential contingent payment | 10,900,000 | |||
Business acquisition, estimated fair value of contingent consideration | 1,370,000 | |||
Refine Technology, LLC | Resolution, Withdrawal or Settlement of Certain Patent Disputes | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, maximum potential contingent payment | 7,500,000 | |||
Refine Technology, LLC | Transition Services Agreement | ||||
Business Acquisition [Line Items] | ||||
Business acquisition, other consideration transferred | $774,000 |
Consideration_Transferred_Deta
Consideration Transferred (Detail) (USD $) | 0 Months Ended | 12 Months Ended | |
Jun. 02, 2014 | Dec. 31, 2014 | Jun. 02, 2014 | |
Business Acquisition [Line Items] | |||
Cash consideration, less $66,277 of working capital adjustments reflected in other receivables as of December 31, 2014 | $21,169,660 | $21,235,937 | |
Value of common stock issued | 4,000,000 | ||
Estimated fair value of contingent consideration | 1,370,000 | ||
Total consideration transferred | $26,539,660 |
Consideration_Transferred_Pare
Consideration Transferred (Parenthetical) (Detail) (USD $) | 0 Months Ended |
Jun. 02, 2014 | |
Business Acquisition [Line Items] | |
Working capital adjustment, reflected in other receivables as of December 31, 2014 | $66,277 |
Components_and_Allocation_of_P
Components and Allocation of Purchase Price (Detail) (USD $) | Dec. 31, 2014 | Jun. 02, 2014 | Dec. 31, 2013 |
Business Combination, Separately Recognized Transactions [Line Items] | |||
Accounts receivable | $1,646,746 | ||
Inventory | 1,090,736 | ||
Other current assets | 184,080 | ||
Fixed assets | 84,662 | ||
Accounts payable and other liabilities assumed | -357,399 | ||
Goodwill | 14,184,835 | 13,190,835 | 994,000 |
Net assets acquired | 26,539,660 | ||
In process research and development ("IPR&D") | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business combination, intangible assets | 1,600,000 | ||
Trademark / tradename | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business combination, intangible assets | 700,000 | ||
Customer relationships | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business combination, intangible assets | 6,400,000 | ||
Technology - developed | |||
Business Combination, Separately Recognized Transactions [Line Items] | |||
Business combination, intangible assets | $2,000,000 |
Unaudited_Supplemental_Pro_For
Unaudited Supplemental Pro Forma Information (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Combination, Separately Recognized Transactions [Line Items] | ||
Total revenue | $67,330,000 | $76,331,000 |
Net income | $9,493,000 | $16,403,000 |
Earnings per share | ||
Basic | $0.28 | $0.58 |
Diluted | $0.27 | $0.56 |
Changes_in_Carrying_Value_of_G
Changes in Carrying Value of Goodwill (Detail) (USD $) | 12 Months Ended | |
Dec. 31, 2014 | Jun. 02, 2014 | |
Goodwill [Line Items] | ||
Balance at December 31, 2013 | $994,000 | $13,190,835 |
Goodwill arising from business combination | 13,190,835 | |
Balance at December 31, 2014 | $14,184,835 | $13,190,835 |
Income_from_Operations_Before_
Income from Operations Before Income Taxes (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Schedule of Income Before Income Tax [Line Items] | |||
Domestic | ($1,151,984) | $12,782,598 | $11,175,638 |
Foreign | 12,290,567 | 10,231,223 | 95,768 |
Total | $11,138,583 | $23,013,821 | $11,271,406 |
Current_and_Deferred_Income_Ta
Current and Deferred Income Taxes (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | |||||||||||
Current | $2,480,609 | $4,123,752 | $312,630 | ||||||||
Deferred | 487,760 | 2,796,914 | -3,197,261 | ||||||||
Provision (benefit) for income taxes | $640,000 | $789,000 | $418,000 | $1,121,000 | $1,887,000 | $2,255,000 | $1,495,000 | $1,284,000 | $2,968,369 | $6,920,666 | ($2,884,631) |
Provision_for_Income_Taxes_by_
Provision for Income Taxes by Jurisdiction (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | |||
Federal | $214,274 | $3,322,032 | ($2,915,673) |
State | -67,383 | 1,305,388 | 115,307 |
Foreign | 2,821,478 | 2,293,245 | -84,265 |
Total | $2,968,369 | $6,920,665 | ($2,884,631) |
Income_Taxes_Additional_Inform
Income Taxes - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | |||
Deferred tax assets from share-based payments | $6,377,000 | ||
Valuation allowance increase (decrease) | 727,000 | -1,736,000 | -10,169,000 |
Cumulative pre-tax income position, Year | 3 years | ||
Reversed of deferred tax asset valuation allowance | 3,021,000 | ||
Provision for open audit matters,impact of interest, penalties and other factors | 800,000 | ||
Impact of unrecognized tax benefits on effective tax rate | 2,080,566 | ||
Interest and penalties related to uncertain tax positions | 139,000 | ||
Accrued interest and penalties related to uncertain tax positions | 274,000 | ||
Earnings of foreign subsidiaries permanently reinvest outside the U.S | 16,498,000 | ||
ImClone | |||
Income Taxes [Line Items] | |||
Litigation settlements | 40,000,000 | ||
Orencia Royalties from Bristol | |||
Income Taxes [Line Items] | |||
Litigation settlements | 5,000,000 | ||
Tax assessments period one | |||
Income Taxes [Line Items] | |||
Tax years undergoing audit | March 31, 2008 through 2011 | ||
Tax assessments period one | Including potential penalties | |||
Income Taxes [Line Items] | |||
Future tax assessments loss | 856,000 | ||
Tax assessments period one | Research and Development Credit | |||
Income Taxes [Line Items] | |||
Future tax assessments loss | 713,000 | ||
Tax assessments period two | Research and Development Credit | |||
Income Taxes [Line Items] | |||
Provision for open audit matters,impact of interest, penalties and other factors | 125,000 | ||
Maximum | |||
Income Taxes [Line Items] | |||
Net operating loss and business tax credit carry forwards expiration date | At various dates through December 2032 | ||
Future tax assessments loss | 1,383,000 | ||
Maximum | Including potential penalties | |||
Income Taxes [Line Items] | |||
Future tax assessments loss | 1,659,000 | ||
Available to Reduce Future Federal Income Taxes | |||
Income Taxes [Line Items] | |||
Net operating loss carry forwards | 43,387,000 | ||
Business tax credit carry forwards | 1,782,000 | 2,160,000 | |
Reserves for business tax credits | $1,117,000 |
Consolidated_Deferred_Tax_Asse
Consolidated Deferred Tax Assets or Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets: | ||
Temporary timing differences | $3,069,000 | $3,018,000 |
Net operating loss carryforwards | 12,580,000 | 12,264,000 |
Tax business credits carryforwards | 1,782,000 | 1,520,000 |
Total deferred tax assets | 17,431,000 | 16,802,000 |
Valuation allowance | -17,298,000 | -16,571,000 |
Net deferred tax assets | 133,000 | 231,000 |
Deferred tax liabilities: | ||
Goodwill | -251,000 | -44,000 |
Net deferred tax assets (liabilities) | ($118,000) | $187,000 |
Reconciliation_of_Federal_Stat
Reconciliation of Federal Statutory Rate to Effective Income Tax Rate (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Rate Reconciliation [Line Items] | |||||||||||
Income before income taxes | $242,000 | $2,255,000 | $3,243,000 | $5,398,000 | $5,215,000 | $8,143,000 | $6,034,000 | $3,622,000 | $11,138,583 | $23,013,821 | $11,271,406 |
Expected tax at statutory rate | 3,787,118 | 7,824,699 | 3,944,996 | ||||||||
Adjustments due to: | |||||||||||
Difference between U.S. and foreign tax | -1,470,662 | -1,227,747 | -8,332 | ||||||||
State income and franchise taxes | 121,561 | 1,121,821 | 357,866 | ||||||||
Permanent differences | -171,921 | -298,185 | 242,629 | ||||||||
Change in valuation allowance | 727,157 | -508,629 | -7,272,092 | ||||||||
Other | -24,884 | 8,707 | -149,698 | ||||||||
Provision (benefit) for income taxes | $640,000 | $789,000 | $418,000 | $1,121,000 | $1,887,000 | $2,255,000 | $1,495,000 | $1,284,000 | $2,968,369 | $6,920,666 | ($2,884,631) |
Expected tax at statutory rate | 34.00% | 34.00% | 35.00% | ||||||||
Adjustments due to: | |||||||||||
Difference between U.S. and foreign tax | -13.20% | -5.30% | -0.10% | ||||||||
State income and franchise taxes | 1.10% | 4.90% | 3.20% | ||||||||
Permanent differences | -1.50% | -1.30% | 2.10% | ||||||||
Change in valuation allowance | 6.50% | -2.21% | -64.50% | ||||||||
Other | -0.20% | 0.10% | -1.30% | ||||||||
Provision (benefit) for income taxes | 26.70% | 30.10% | -25.60% |
Reconciliation_of_Unrecognized
Reconciliation of Unrecognized Tax Benefits (Detail) (USD $) | 12 Months Ended |
Dec. 31, 2014 | |
Significant Change in Unrecognized Tax Benefits is Reasonably Possible [Line Items] | |
Unrecognized tax benefits at January 1, 2014 | $1,917,247 |
Gross increases - tax positions in prior period | 125,000 |
Gross increases - tax positions in current period | 38,319 |
Unrecognized tax benefits at December 31, 2014 | $2,080,566 |
Stockholders_Equity_Additional
Stockholders' Equity - Additional Information (Detail) (USD $) | 0 Months Ended | 12 Months Ended | ||
Apr. 06, 2007 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Stockholders Equity Note Disclosure [Line Items] | ||||
Common stock, shares reserved | 4,005,174 | |||
Common stock, shares purchased through issuance of warrants | 150,000 | |||
Common stock, shares purchased through issuance of warrants per share | $0.01 | |||
Warrant term | 7 years | |||
Stock-based compensation expense | $1,766,532 | $1,059,806 | $1,024,152 | |
Stock options, outstanding | 1,225,117 | 1,610,988 | 2,315,090 | |
Number of shares available for future grant | 2,780,057 | |||
Closing price of common stock | $19.80 | |||
Aggregate intrinsic value of stock options exercised | 10,474,833 | 3,723,000 | 1,384,000 | |
Weighted average grant date fair value of share-based awards granted | $4.41 | $4.31 | $3.62 | |
Total fair value of stock options vested | 1,084,000 | 991,000 | 931,000 | |
Total unrecognized compensation cost | $4,143,883 | |||
Unrecognized compensation cost, weighted average remaining requisite service period | 3 years 3 months 4 days | |||
Number of unvested options | 723,010 | |||
Employee Stock Option | Minimum | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 3 years | |||
Incentive options, vesting on the first anniversary of the date of grant | 20.00% | |||
Employee Stock Option | Maximum | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 5 years | |||
Incentive options, vesting on the first anniversary of the date of grant | 33.00% | |||
Incentive options, term | 10 years | |||
Non-Employee Directors and Consultants | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 1 year | |||
Unvested Options | ||||
Stockholders Equity Note Disclosure [Line Items] | ||||
Incentive options, vesting period | 5 years |
StockBased_Compensation_Expens
Stock-Based Compensation Expense (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $1,766,532 | $1,059,806 | $1,024,152 |
Cost of product revenue | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 129,000 | 74,000 | 45,000 |
Research and development | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | 185,000 | 97,000 | 219,000 |
Selling, general and administrative | |||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||
Stock-based compensation expense | $1,453,000 | $889,000 | $760,000 |
Estimated_Weighted_Average_Ass
Estimated Weighted Average Assumptions (Detail) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected term (years) | 6 years 6 months | 6 years 6 months | 6 years 6 months |
Volatility, minimum | 51.00% | 51.39% | 49.76% |
Volatility, maximum | 51.71% | 53.63% | 53.54% |
Risk-free interest rate, minimum | 1.88% | 1.09% | 0.89% |
Risk-free interest rate, maximum | 2.11% | 2.08% | 1.06% |
Expected dividend yield | 0.00% | 0.00% | 0.00% |
Summary_of_Information_Regardi
Summary of Information Regarding Option Activity (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2012 | ||
Options Outstanding | |||
Options outstanding at December 31, 2013 | 1,610,988 | 2,315,090 | |
Granted | 420,698 | ||
Exercised | -700,738 | ||
Forfeited/cancelled | -105,831 | ||
Options outstanding at December 31, 2014 | 1,225,117 | 2,315,090 | |
Options exercisable at December 31, 2014 | 412,500 | ||
Vested and expected to vest at December 31, 2014 | 723,010 | [1] | |
Weighted-Average Exercise Price Per Share | |||
Options outstanding at December 31, 2013 | $5.07 | $4.20 | |
Granted | $13.98 | ||
Exercised | $4.41 | ||
Forfeited/cancelled | $7.49 | ||
Options outstanding at December 31, 2014 | $8.31 | $4.20 | |
Options exercisable at December 31, 2014 | $4.31 | ||
Vested and expected to vest at December 31, 2014 | $10.40 | [1] | |
Weighted-Average Remaining Contractual Term (in years) | |||
Options outstanding at December 31, 2014 | 7 years 3 months 18 days | ||
Options exercisable at December 31, 2014 | 4 years 9 months | ||
Vested and expected to vest at December 31, 2014 | 8 years 7 months 21 days | [1] | |
Aggregate Intrinsic Value | |||
Options outstanding at December 31, 2014 | $14,261,197 | ||
Options exercisable at December 31, 2014 | 6,391,377 | ||
Vested and expected to vest at December 31, 2014 | $6,969,962 | [1] | |
[1] | This represents the number of vested options as of December 31, 2014 plus the number of unvested options expected to vest as of December 31, 2014 based on the unvested outstanding options at December 31, 2014 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_Information_Regardi1
Summary of Information Regarding Option Activity (Parenthetical) (Detail) | Dec. 31, 2014 |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3.00% |
Employee Stock Option | Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8.00% |
Employee Stock Option | 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_1
Commitments and Contingencies - Additional Information (Detail) (USD $) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||
Mar. 31, 2014 | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2011 | Mar. 31, 2008 | Mar. 31, 2007 | Mar. 31, 2001 | |
Building | sqft | sqft | sqft | sqft | ||||||||||||
sqft | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, term | 8 years 1 month | 11 years | 2 years | 5 years | 10 years | |||||||||||
Lease agreement, space | 45,000 | 55,694 | 7,350 | 2,500 | 25,000 | |||||||||||
Lease agreement, expiration date | 31-May-23 | |||||||||||||||
Lease agreement, letter of credit issued | $200,000 | |||||||||||||||
Lease agreement, commencement date | 1-Aug-14 | |||||||||||||||
Future minimum rental commitment, 2015 | 2,420,000 | 2,420,000 | ||||||||||||||
Future minimum rental commitment, 2016 | 2,420,000 | 2,420,000 | ||||||||||||||
Future minimum rental commitment, 2017 | 1,930,000 | 1,930,000 | ||||||||||||||
Future minimum rental commitment, 2018 | 1,439,000 | 1,439,000 | ||||||||||||||
Lease agreement, number buildings leased | 4 | |||||||||||||||
Operating leases, rent expense | 2,735,000 | 2,437,000 | 2,183,000 | |||||||||||||
Operating leases, deferred rent liabilities | 1,956,068 | 2,028,000 | 1,956,068 | 2,028,000 | 329,000 | |||||||||||
Research and development expenses | 1,328,000 | 1,650,000 | 1,430,000 | 1,201,000 | 1,422,000 | 1,430,000 | 2,306,000 | 2,183,000 | 5,608,693 | 7,340,698 | 10,489,811 | |||||
Purchase orders, supply agreements and other contractual obligations | 2,835,000 | 2,835,000 | ||||||||||||||
Before Amendment | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | 55,694 | |||||||||||||||
Security deposit | 200,000 | 200,000 | ||||||||||||||
After Amendment | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | 75,594 | |||||||||||||||
Security deposit | 450,000 | 450,000 | ||||||||||||||
Future minimum rental commitment, 2015 | 1,371,000 | 1,371,000 | ||||||||||||||
Future minimum rental commitment, 2016 | 1,371,000 | 1,371,000 | ||||||||||||||
Future minimum rental commitment, 2017 | 1,371,000 | 1,371,000 | ||||||||||||||
Future minimum rental commitment, 2018 | 1,371,000 | 1,371,000 | ||||||||||||||
Expansion Space | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | 19,900 | |||||||||||||||
Annual rent expense | 361,000 | |||||||||||||||
Licensing Agreements | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Research and development expenses | $7,000 | $302,000 | $55,000 | |||||||||||||
Lease for three buildings | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | 41,000 | |||||||||||||||
Lease agreement, expiration date | 30-Jun-17 | |||||||||||||||
Lease for the fourth building | ||||||||||||||||
Commitments and Contingencies [Line Items] | ||||||||||||||||
Lease agreement, space | 4,000 | |||||||||||||||
Lease agreement, expiration date | 30-Sep-19 |
Obligations_Under_Non_Cancelab
Obligations Under Non Cancelable Operating Leases (Detail) (USD $) | Dec. 31, 2014 |
Schedule of Operating Leases [Line Items] | |
31-Dec-15 | $2,420,000 |
31-Dec-16 | 2,420,000 |
31-Dec-17 | 1,930,000 |
31-Dec-18 | 1,439,000 |
31-Dec-19 | 1,422,000 |
Thereafter | 4,414,000 |
Minimum lease payments | $14,045,000 |
Prepaid_Expenses_and_Other_Cur2
Prepaid Expenses and Other Current Assets (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Prepaid Expenses And Other Current Assets [Line Items] | ||
Vendor credit | $485,670 | |
Equipment maintenance and services | 492,408 | 521,772 |
Prepaid VAT | 418,831 | |
Prepaid insurance | 359,062 | 344,698 |
Prepaid taxes | 220,029 | 135,102 |
Interest receivable | 99,802 | 214,902 |
Other | 27,774 | 33,350 |
Total | $2,103,576 | $1,249,824 |
Schedule_of_Accrued_Liabilitie
Schedule of Accrued Liabilities (Detail) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $3,758,511 | $3,166,086 |
Taxes | 571,080 | 2,324,711 |
Royalty and license fees | 1,897,473 | |
Current portion of contingent consideration | 1,135,061 | 1,195,248 |
Professional fees | 511,588 | 385,478 |
VAT liabilities | 7,591 | |
Unearned revenue | 129,904 | 3,341 |
Other accrued expenses | 712,919 | 599,784 |
Total | $6,819,063 | $9,579,712 |
Employee_Benefit_Plans_Additio
Employee Benefit Plans - Additional Information (Detail) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Pension Plans, Defined Benefit | Sweden | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $493,000 | $457,000 | $532,000 |
Minimum | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, eligible age of employees | 21 | ||
Defined Contribution 401 K Plan | |||
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |||
Defined contribution plan, company contribution | $107,000 | $92,000 | $103,000 |
Recovered_Sheet1
Consolidated Statements of Operations Information for Each of Previous Eight Quarters (Detail) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Revenue: | |||||||||||
Product revenue | $15,393,000 | $15,153,000 | $15,551,000 | $14,335,000 | $10,350,000 | $12,184,000 | $13,014,000 | $11,934,000 | $60,431,508 | $47,482,382 | $41,834,188 |
Royalty and other revenue | 1,000,000 | 125,000 | 1,991,000 | 5,032,000 | 6,638,000 | 4,495,000 | 4,522,000 | 3,116,841 | 20,687,241 | 20,432,348 | |
Total revenue | 16,393,000 | 15,278,000 | 15,551,000 | 16,326,000 | 15,382,000 | 18,822,000 | 17,509,000 | 16,456,000 | 63,548,349 | 68,169,623 | 62,266,536 |
Operating expenses: | |||||||||||
Cost of product revenue | 8,084,000 | 6,931,000 | 6,671,000 | 6,335,000 | 4,627,000 | 5,659,000 | 5,298,000 | 6,897,000 | 28,022,034 | 22,481,122 | 24,957,243 |
Cost of royalty and other revenue | 738,000 | 724,000 | 643,000 | 577,000 | 2,682,177 | 2,213,004 | |||||
Research and development | 1,328,000 | 1,650,000 | 1,430,000 | 1,201,000 | 1,422,000 | 1,430,000 | 2,306,000 | 2,183,000 | 5,608,693 | 7,340,698 | 10,489,811 |
Selling, general and administrative | 4,975,000 | 4,471,000 | 4,326,000 | 3,384,000 | 3,367,000 | 2,902,000 | 3,124,000 | 3,308,000 | 17,154,555 | 12,701,195 | 13,226,732 |
Contingent consideration - fair value adjustments | 1,945,000 | 10,000 | 18,000 | 98,000 | 45,000 | 65,000 | 35,000 | -54,000 | |||
Gain on bargain purchase | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | -314,244 | ||
Total operating expenses | 16,332,000 | 13,062,000 | 12,445,000 | 11,018,000 | 10,199,000 | 10,780,000 | 11,406,000 | 12,911,000 | 52,857,276 | 45,296,383 | 51,183,423 |
Income from operations | 61,000 | 2,216,000 | 3,106,000 | 5,308,000 | 5,183,000 | 8,042,000 | 6,103,000 | 3,545,000 | 10,691,073 | 22,873,240 | 11,083,113 |
Investment income | 59,000 | 64,000 | 85,000 | 102,000 | 98,000 | 76,000 | 65,000 | 62,000 | |||
Interest expense | -12,000 | -11,000 | -13,000 | -14,000 | -12,000 | -12,000 | -12,000 | -14,000 | |||
Other income (expense) | 134,000 | -14,000 | 65,000 | 2,000 | -54,000 | 37,000 | -122,000 | 29,000 | 188,000 | -110,648 | 26,403 |
Income before income taxes | 242,000 | 2,255,000 | 3,243,000 | 5,398,000 | 5,215,000 | 8,143,000 | 6,034,000 | 3,622,000 | 11,138,583 | 23,013,821 | 11,271,406 |
Income tax provision | 640,000 | 789,000 | 418,000 | 1,121,000 | 1,887,000 | 2,255,000 | 1,495,000 | 1,284,000 | 2,968,369 | 6,920,666 | -2,884,631 |
Net income | ($398,000) | $1,466,000 | $2,825,000 | $4,277,000 | $3,328,000 | $5,888,000 | $4,539,000 | $2,338,000 | $8,170,214 | $16,093,155 | $14,156,037 |
Earnings per share: | |||||||||||
Basic | ($0.01) | $0.04 | $0.09 | $0.13 | $0.10 | $0.18 | $0.14 | $0.07 | $0.25 | $0.51 | $0.46 |
Diluted | ($0.01) | $0.04 | $0.09 | $0.13 | $0.10 | $0.18 | $0.14 | $0.07 | $0.25 | $0.50 | $0.45 |
Weighted average shares outstanding: | |||||||||||
Basic | 32,747,000 | 32,677,000 | 32,234,000 | 31,963,000 | 31,916,000 | 31,858,000 | 31,644,000 | 31,241,000 | 32,497,657 | 31,667,015 | 30,914,424 |
Diluted | 32,747,000 | 33,327,000 | 33,076,000 | 31,855,000 | 32,708,000 | 32,552,000 | 32,317,000 | 31,855,000 | 33,263,667 | 32,406,641 | 31,253,434 |