Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Nov. 02, 2017 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Trading Symbol | RGEN | |
Entity Registrant Name | REPLIGEN CORP | |
Entity Central Index Key | 730,272 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 43,565,306 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 159,666 | $ 122,233 |
Marketable securities | 0 | 19,547 |
Accounts receivable, less reserve for doubtful accounts of $32 at September 30, 2017 and $23 at December 31, 2016 | 29,479 | 15,194 |
Other receivables | 598 | 839 |
Inventories | 38,663 | 24,696 |
Prepaid expenses and other current assets | 2,789 | 1,644 |
Total current assets | 231,195 | 184,153 |
Property, plant and equipment, net | 22,056 | 14,956 |
Intangible assets, net | 147,416 | 29,806 |
Goodwill | 326,652 | 59,548 |
Restricted cash | 450 | 450 |
Other assets | 6,467 | |
Total assets | 734,236 | 288,913 |
Current liabilities: | ||
Accounts payable | 6,423 | 5,061 |
Accrued liabilities | 13,793 | 16,014 |
Convertible senior notes, current portion | 98,231 | |
Total current liabilities | 118,447 | 21,075 |
Convertible senior notes | 95,272 | |
Deferred tax liabilities | 37,347 | 2,103 |
Other long-term liabilities | 1,573 | 1,699 |
Commitments and contingencies (Note 15) | ||
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, 43,559,081 shares at September 30, 2017 and 33,844,074 shares at December 31, 2016 issued and outstanding | 436 | 338 |
Additional paid-in capital | 626,766 | 242,036 |
Accumulated other comprehensive loss | (6,647) | (13,749) |
Accumulated deficit | (43,686) | (59,861) |
Total stockholders' equity | 576,869 | 168,764 |
Total liabilities and stockholders' equity | $ 734,236 | $ 288,913 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Accounts receivable, reserve for doubtful accounts | $ 32 | $ 23 |
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 80,000,000 | 80,000,000 |
Common stock, shares issued | 43,559,081 | 33,844,074 |
Common stock, shares outstanding | 43,559,081 | 33,844,074 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Revenue: | ||||
Product revenue | $ 36,514 | $ 24,677 | $ 99,516 | $ 78,942 |
Royalty and other revenue | 66 | 108 | ||
Total revenue | 36,580 | 24,677 | 99,624 | 78,942 |
Operating expenses: | ||||
Cost of product revenue | 19,987 | 11,242 | 47,913 | 34,955 |
Research and development | 2,001 | 1,886 | 5,603 | 5,316 |
Selling, general and administrative | 14,998 | 7,127 | 35,365 | 22,286 |
Contingent consideration - fair value adjustments | 675 | 3,317 | ||
Total operating expenses | 36,986 | 20,930 | 88,881 | 65,874 |
Income (loss) from operations | (406) | 3,747 | 10,743 | 13,068 |
Investment income | 102 | 97 | 308 | 234 |
Interest expense | (1,618) | (1,555) | (4,804) | (2,198) |
Other income (expense) | (100) | (75) | (548) | (979) |
Income (loss) before income taxes | (2,022) | 2,214 | 5,699 | 10,125 |
Income tax (benefit) provision | (6,691) | 1,059 | (10,476) | 3,474 |
Net income | $ 4,669 | $ 1,155 | $ 16,175 | $ 6,651 |
Earnings per share: | ||||
Basic | $ 0.11 | $ 0.03 | $ 0.44 | $ 0.20 |
Diluted | $ 0.11 | $ 0.03 | $ 0.43 | $ 0.20 |
Weighted average shares outstanding: | ||||
Basic | 41,236,554 | 33,779,141 | 36,435,591 | 33,485,448 |
Diluted | 42,563,002 | 34,312,887 | 37,386,333 | 34,011,534 |
Other comprehensive income: | ||||
Unrealized gain (loss) on investments | $ 74 | $ 5 | $ 89 | |
Foreign currency translation gain (loss) | $ 2,025 | (386) | 7,097 | (1,019) |
Comprehensive income | $ 6,694 | $ 843 | $ 23,277 | $ 5,721 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 16,175 | $ 6,651 |
Adjustments to reconcile net income to net cash used in operating activities: | ||
Depreciation and amortization | 6,374 | 3,844 |
Non-cash interest expense | 2,958 | 1,320 |
Stock-based compensation expense | 4,845 | 3,341 |
Deferred tax expense | (13,062) | 326 |
Loss on revaluation of contingent consideration | 3,317 | |
Gain on sale of fixed assets | (15) | |
Loss on disposal of assets | 64 | 25 |
Changes in assets and liabilities: | ||
Accounts receivable | (8,472) | (3,270) |
Other receivables | 196 | 20 |
Inventories | 699 | (6,457) |
Prepaid expenses and other current assets | (739) | 820 |
Other assets | (704) | |
Accounts payable | 159 | (1,918) |
Accrued liabilities | (6,089) | (2,389) |
Long-term liabilities | (171) | (48) |
Net cash provided by operating activities | 2,233 | 5,567 |
Cash flows from investing activities: | ||
Purchases of marketable securities | (48) | (21,394) |
Redemptions of marketable securities | 19,600 | 19,700 |
Proceeds from sale of fixed assets | 45 | |
Purchases of property, plant and equipment | (3,686) | (3,462) |
Net cash used in investing activities | (97,075) | (13,878) |
Cash flows from financing activities: | ||
Proceeds from issuance of common stock, net of issuance costs | 129,309 | |
Proceeds from issuance of convertible senior notes, net of issuance costs | 111,070 | |
Exercise of stock options | 2,035 | 1,630 |
Payment of contingent considerations | (1,702) | (498) |
Net cash provided by financing activities | 129,642 | 112,202 |
Effect of exchange rate changes on cash and cash equivalents | 2,633 | (332) |
Net increase in cash and cash equivalents | 37,433 | 103,559 |
Cash and cash equivalents, beginning of period | 122,233 | 54,092 |
Cash and cash equivalents, end of period | 159,666 | 157,651 |
Supplemental disclosure of non-cash activities: | ||
Income taxes paid | 3,555 | 2,888 |
Interest paid | 1,222 | |
Payment of contingent consideration in common stock | 1,062 | 875 |
Spectrum Inc. | ||
Cash flows from investing activities: | ||
Acquisition of assets, net of cash received | (112,941) | |
Supplemental disclosure of non-cash activities: | ||
Stock tendered for acquisition of assets | $ 247,575 | |
Atoll GmbH | ||
Cash flows from investing activities: | ||
Acquisition of assets, net of cash received | (8,767) | |
Supplemental disclosure of non-cash activities: | ||
Stock tendered for acquisition of assets | $ 14,135 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Basis of Presentation | 1. Basis of Presentation The condensed consolidated financial statements included herein have been prepared by Repligen Corporation (the “Company,” “Repligen” or “we”) in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q S-X 10-K The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The condensed consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB (“Repligen Sweden”), Repligen GmbH (acquired as Atoll GmbH on April 1, 2016 and renamed on September 20, 2016), Repligen Singapore Pte. Ltd., our former subsidiary, TangenX Technology Corporation (“TangenX,” acquired on December 14, 2016 and merged into the Company as of June 30, 2017) and Spectrum LifeSciences, LLC (“Spectrum,” acquired on August 1, 2017). All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, Revenue Recognition Revenue from Contracts with Customers 2015-14, 2016-08, 2016-10, 2016-12, In July 2015, the FASB issued ASU No. 2015-11, 2015-11”). 2015-11 2015-11 2015-11 In January 2016, the FASB issued ASU No. 2016-01, 825-10): 2016-01”) In February 2016, the FASB issued ASU No. 2016-02, “Leases 2016-02”). 2016-02 right-of-use In March 2016, the FASB issued ASU No. 2016-09, “Compensation—Stock 2016-09 In August 2016, the FASB issued ASU No. 2016-15, No. 2016-15 2016-15 In January 2017, the FASB issued ASU No. 2017-01, “Business 2017-01 In January 2017, the FASB issued ASU No. 2017-04, |
Acquisitions
Acquisitions | 9 Months Ended |
Sep. 30, 2017 | |
Acquisitions | 2. Acquisitions Acquisition of Spectrum LifeSciences, LLC On August 1, 2017, the Company completed the acquisition of Spectrum pursuant to the terms of the Agreement and Plan of Merger and Reorganization, dated as of June 22, 2017 (such acquisition, the “Spectrum Acquisition”). Spectrum is a diversified filtration company with a differentiated portfolio of hollow fiber cartridges, bench-top single-use Spectrum’s filtration products include its KrosFlo ® single-use ® Pro-Connex ® single-use Module-Bag-Tubing ® The Spectrum Acquisition was accounted for as a purchase of a business under ASC 805, Business Combinations. The Spectrum Acquisition was funded through payment of approximately $122.9 million in cash, 6,153,995 unregistered shares of the Company’s common stock totaling $247.6 million and an estimated working capital adjustment of approximately $1.0 million for a total purchase price of $371.5 million. Consideration Transferred The Company accounted for the Spectrum Acquisition as a purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of Spectrum were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired was approximately $371.5 million. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. 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 (in thousands): Cash consideration $ 122,932 Equity consideration 247,575 Working capital adjustment 955 Net assets acquired $ 371,462 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 has incurred $3,378,000 and $5,761,000 in costs related to the Spectrum Acquisition for the three- and nine-month periods ended September 30, 2017, respectively. These costs are primarily 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 August 1, 2017, based on the preliminary valuation. The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 9,990 Accounts receivable 5,124 Inventory 13,774 Prepaid expenses and other assets 547 Fixed assets 6,015 Deferred tax assets 1,102 Customer relationships 78,400 Developed technology 38,560 Trademark and tradename 2,160 Non-competition agreements 960 Goodwill 265,084 Accounts payable (1,142 ) Unrecognized tax benefit (576 ) Accrued liabilities (5,535 ) Deferred tax liabilities, net (43,001 ) Fair value of net assets acquired $ 371,462 Of the consideration paid, $78.4 million represents the fair value of customer relationships that will be amortized over the weighted average determined useful life of 16 years, and $38.6 million represents the fair value of developed technology that will be amortized over a determined useful life of 20 years. $960,000 represents the fair value of non-competition The goodwill of $265.1 million represents future economic benefits expected to arise from synergies from combining operations and commercial organizations to increase market presence and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for income tax purposes. The purchase price allocation is subject to adjustment as purchase accounting is preliminary as of September 30, 2017. The final purchase price allocation will be determined upon completion of a final valuation analysis, and the fair value allocation of assets acquired and liabilities assumed could differ materially from the preliminary valuation analysis. The final allocation may include, but not be limited to, changes in the fair value of property, plant and equipment; changes in allocations to intangible assets and goodwill; changes in deferred tax assets and liabilities; and changes in the values of other assets and liabilities. Revenue, Net Income and Pro Forma Presentation The Company recorded revenue from Spectrum of $7,550,000 from August 1, 2017 through September 30, 2017. The Company has included the operating results of Spectrum in its consolidated statements of operations since the August 1, 2017 acquisition date. The following table presents unaudited supplemental pro forma information as if the Spectrum Acquisition had occurred as of January 1, 2016 (in thousands, except per share data): Nine months ended Total revenue $ 121,301 Net income $ 14,994 Earnings per share: Basic $ 0.36 Diluted $ 0.36 Prior to the Spectrum Acquisition, Spectrum did not generate monthly or quarterly financial statements that were prepared in accordance with U.S. GAAP. Therefore, the effort to create Spectrum interim financial information for 2016 would be administratively impracticable. As a result, the unaudited supplemental pro forma information for the nine-month period ended September 30, 2016 has been omitted. The unaudited pro forma information for the nine-month period ended September 30, 2017 was calculated after applying the Company’s accounting policies and the impact of acquisition date fair value adjustments. The unaudited pro forma net income for the nine-month period ended September 30, 2017 was adjusted to exclude acquisition-related transaction costs, retention costs solely related to the acquisition, the impact of the fair value step-up to inventory and the release of the valuation allowance on the Company’s deferred tax assets, as these expenses would have been incurred in the prior year assuming the Spectrum Acquisition closed on January 1, 2016. These pro forma condensed consolidated financial results include certain adjustments to reflect the pro forma results of operations as if the acquisition had occurred as of January 1, 2016. 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 combinations occurred at the beginning of the period presented, or of future results of the consolidated entities. TangenX Technology Corporation On December 14, 2016, the Company acquired TangenX, pursuant to the terms of the Share Purchase Agreement, dated as of December 14, 2016, by and among the Company, John Connors and Novasep Process SAS (such acquisition, the “TangenX Acquisition”). Through the TangenX Acquisition, the Company acquired all outstanding shares and the business of TangenX, including TangenX’s innovative single-use TangenX™ TFF products are used in the filtration of biological drugs, thereby expanding Repligen’s filtration portfolio and complementing the OPUS ® pre-packed The TangenX Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations.” The total purchase price of the TangenX Acquisition was $37.1 million in cash. Consideration Transferred The Company accounted for the TangenX Acquisition as a purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of TangenX were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired was approximately $37.1 million. 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 (in thousands): Cash consideration $ 37,532 Less: working capital adjustment (382 ) Net assets acquired $ 37,150 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 $0 and $376,000 in transaction costs for the three- and nine-month periods ended September 30, 2017, respectively, and $935,000 in transaction costs for the year ended December 31, 2016 related to the TangenX 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 December 14, 2016. The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,218 Accounts receivable 459 Other receivables 111 Inventory 936 Other current assets 50 Fixed assets, net 215 Customer relationships 6,192 Developed technology 6,044 Non-competition 21 Trademark and trade name 11 Accounts payable and other liabilities assumed (3,083 ) Deferred tax liabilities (4,525 ) Goodwill 29,501 Net assets acquired $ 37,150 Of the consideration paid, $6.2 million represents the fair value of customer relationships that will be amortized over the determined useful life of 13 years and $6.0 million represents the fair value of developed technology that will be amortized over a determined useful life of 20 years. $21,000 represents the fair value of non-competition The goodwill of $29.5 million represents future economic benefits expected to arise from synergies from combining operations and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for income tax purposes. Atoll GmbH On April 1, 2016, the Company’s subsidiary, Repligen Sweden, acquired Atoll GmbH (“Atoll”) from UV-Cap In connection with the Atoll Acquisition, the Company issued and contributed 538,700 shares of the Company’s common stock, par value of $0.01 per share valued at $14.1 million (the “Atoll Stock Consideration”) to Repligen Sweden through a transfer by the Company on behalf of Repligen Sweden to fulfill Repligen Sweden’s obligation to deliver the Atoll Stock Consideration under the Atoll Share Purchase Agreement. The issuance of the Atoll Stock Consideration was not registered under the Securities Act of 1933, as amended (the “Securities Act”), in reliance upon the exemption from registration provided by Section 4(2) of the Securities Act. The Atoll Stock Consideration was based on the fair value of the Company’s common stock on April 1, 2016. This acquisition strengthened Repligen’s bioprocessing business by adding a complementary extension to an existing product line while expanding its direct sales presence worldwide. On September 20, 2016, Atoll changed its name to Repligen GmbH. The Atoll Acquisition was accounted for as a purchase of a business under ASC 805, “Business Combinations.” The total purchase price of the Atoll Acquisition was $25.3 million, consisting of an upfront cash payment of $10.2 million, less $74,000 as a result of the final determination of working capital, issuance of the Atoll Stock Consideration, and a milestone payment of $1.1 million for achievement of specific revenue growth targets met for 2016. The $1.1 million potential contingent consideration had an initial probability weighted fair value at the time of the closing of the Atoll Acquisition of approximately $952,000. Consideration Transferred The Company accounted for the Atoll Acquisition as the purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of Atoll were recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of the net assets acquired was approximately $25.3 million. 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 (in thousands): Cash consideration, less $74 of working capital adjustments $ 10,176 Equity consideration 14,138 Estimated fair value of contingent consideration 952 Total consideration transferred $ 25,266 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 UV Cap. Pursuant to the terms of the Atoll Share Purchase Agreement, the Company would make a contingent consideration payment of $1.1 million if specific revenue growth targets were met for 2016. Because the specified revenue growth targets were met for 2016, the Company made the contingent consideration payment in March 2017. No further measurement of this liability is required as of September 30, 2017. 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 $1,307,000 in transaction costs in 2016 related to the Atoll 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 April 1, 2016. The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,409 Accounts receivable 697 Inventory 155 Other current assets 169 Fixed assets, net 114 Customer relationships 5,318 Developed technology 2,175 Non-competition 57 Trademark and trade name 11 Deferred tax assets 885 Accounts payable and other liabilities assumed (599 ) Deferred tax liabilities (2,202 ) Goodwill 17,077 Net assets acquired $ 25,266 Of the consideration paid, $5.3 million represents the fair value of customer relationships that will be amortized over the determined useful life of 13 years and $2.2 million represents the fair value of developed technology that will be amortized over a determined useful life of 14 years. $57,000 represents the fair value of non-competition The goodwill of $17.1 million represents future economic benefits expected to arise from synergies from combining operations, utilizing the Company’s existing sales infrastructure to increase market presence and the extension of existing customer relationships. None of the goodwill recorded is expected to be deductible for income tax purposes. |
Revenue Recognition
Revenue Recognition | 9 Months Ended |
Sep. 30, 2017 | |
Revenue Recognition | 3. 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 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, 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 not had a material impact on the Company’s financial statements historically. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. Therapeutics Licensing Agreements Activities under licensing agreements are evaluated in accordance with ASC 605-25 • The delivered item or items have value to the customer on a stand-alone basis; and • 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 the Company’s 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, • It can only be achieved based in whole or in part on either the Company’s performance or 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. Sale of Intellectual Property to BioMarin In January 2014, the Company entered into an asset purchase agreement (the “BioMarin Asset Purchase Agreement”) with BioMarin Pharmaceutical Inc. (“BioMarin”) to sell Repligen’s histone deacetylase inhibitor (HDACi) portfolio. Pursuant to the terms of the BioMarin Asset Purchase Agreement, the Company is entitled to receive up to $160 million in potential future milestone payments, 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. 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 non-HDACi Activities under this agreement were evaluated in accordance with ASC 605-25 • The assignment by the Company to BioMarin of its intellectual property rights in the HDACi portfolio and the Scripps Agreement (the “Transferred Assets”); and • 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 BioMarin 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 evaluated the potential milestones in accordance with ASC 605-28, 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 BioMarin 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. |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Income | 9 Months Ended |
Sep. 30, 2017 | |
Accumulated Other Comprehensive Income | 4. Accumulated Other Comprehensive Income The following table summarizes the changes in accumulated other comprehensive income by component (in thousands): (In thousands) Unrealized gain Foreign currency Total Balance at December 31, 2016 $ (5 ) $ (13,744 ) $ (13,749 ) Other comprehensive income 5 7,097 7,102 Balance at September 30, 2017 $ — $ (6,647 ) $ (6,647 ) |
Earnings Per Share
Earnings Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share | 5. Earnings Per Share The Company reports earnings per share in accordance with ASC Topic 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. Basic earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options. Under the treasury stock method, unexercised “in-the-money” non-forfeitable Basic and diluted weighted average shares outstanding were as follows: Three months ended Nine months ended 2017 2016 2017 2016 Weighted average common shares 41,236,554 33,779,141 36,435,591 33,485,448 Dilutive common stock options and restricted stock units 484,242 533,746 454,340 526,086 Dilutive effect of senior convertible notes 842,206 — 496,402 — Weighted average common shares, assuming dilution 42,563,002 34,312,887 37,386,333 34,011,534 At September 30, 2017, there were outstanding options to purchase 749,669 shares of the Company’s common stock at a weighted average exercise price of $20.84 per share and 515,468 restricted stock units. For the three- and nine-month periods ended September 30, 2017, 162,544 and 326,572 options to purchase shares of the Company’s common stock, respectively, 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. As provided by the terms of the indenture underlying the Company’s 2.125% Convertible Senior Notes due 2021 (the “Notes”), the Company has a choice to settle the conversion obligation for the Notes in cash, shares or any combination of the two. The Company currently intends to settle the face value of the Notes in cash and any excess conversion premium in shares. During the third quarter of 2017, the closing price of the Company’s common stock exceeded 130% of the conversion price of the Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter. As a result, the Notes are convertible at the option of the holders of the Notes during the fourth quarter of 2017; however, no holders have elected to convert any of their Notes as of the date of this filing. The Company applies the provisions of ASC 260, Earnings Per Share, 10-45-44, At September 30, 2016, there were outstanding options to purchase 1,198,673 shares of the Company’s common stock at a weighted average exercise price of $12.03 per share. For the three- and nine-month periods ended September 30, 2016, 253,754 and 348,608 options to purchase shares of the Company’s common stock, respectively, 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. The Company applies the provisions of ASC 260, Earnings Per Share, 10-45-44, |
Cash, Cash Equivalents and Mark
Cash, Cash Equivalents and Marketable Securities | 9 Months Ended |
Sep. 30, 2017 | |
Cash, Cash Equivalents and Marketable Securities | 6. Cash, Cash Equivalents and Marketable Securities At September 30, 2017, the Company did not have any marketable securities. As of December 31, 2016, the Company’s investments included money market funds and short-term marketable securities. These marketable securities were classified as available-for-sale. Investments in marketable securities consisted of the following at December 31, 2016 (in thousands): December 31, 2016 Amortized Gross Gross Fair Marketable securities: U.S. Government and agency securities $ 807 $ — $ — $ 807 Corporate and other debt securities 18,745 2 (7 ) 18,740 Total $ 19,552 $ 2 $ (7 ) $ 19,547 There were no long-term marketable securities as of December 31, 2016. Management reviewed the Company’s investments as of December 31, 2016 and concluded that there are no securities with other than temporary impairments in the investment portfolio. The Company did not intend to sell any investments in an unrealized loss position, and it was not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventories | 7. Inventories Inventories relate to the Company’s bioprocessing business. The Company values inventory at cost or, if lower, market value, using the first-in, first-out work-in-process 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 September 30, December 31, Raw Materials $ 22,235 $ 14,954 Work-in-process 3,633 2,789 Finished products 12,795 6,953 Total $ 38,663 $ 24,696 |
Property, Plant and Equipment
Property, Plant and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment | 8. Property, Plant and Equipment Property, plant and equipment consist of the following (in thousands): September 30, 2017 December 31, 2016 Land $ 1,021 $ — Buildings 768 — Leasehold improvements 15,743 14,592 Equipment 19,543 15,214 Furniture and fixtures 4,111 3,218 Construction in progress 3,286 1,264 Total property, plant and equipment 44,472 34,288 Less: accumulated depreciation (22,416 ) (19,332 ) Property, plant and equipment, net $ 22,056 $ 14,956 Depreciation expense totaled approximately $2,988,000 and $2,360,000 for the nine-month periods ended September 30, 2017 and 2016, respectively. |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2017 | |
Intangible Assets | 9. Intangible Assets Intangible assets are amortized over their useful lives using the straight-line method, as applicable, and the amortization expense is recorded within selling, general and administrative expense in the Company’s statements of comprehensive income. The Company reviews its 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 September 30, 2017. Intangible assets consisted of the following at September 30, 2017 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 51,775 $ (2,491 ) 19 Patents 240 (230 ) 8 Customer relationships 102,090 (7,774 ) 15 Trademark – indefinite lived 2,860 — — Other intangibles 1,062 (116 ) 3 Total intangible assets $ 158,027 $ (10,611 ) 16 Intangible assets consisted of the following at December 31, 2016 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 12,911 $ (1,468 ) 17 Patents 240 (208 ) 8 Customer relationships 22,555 (4,995 ) 11 Trademark/ tradename 711 — — Other intangibles 84 (24 ) 2 Total intangible assets $ 36,501 $ (6,695 ) 13 Amortization expense for amortized intangible assets was approximately $3,476,000 and $1,484,000 for the nine-month periods ended September 30, 2017 and 2016, respectively. As of September 30, 2017, the Company expects to record amortization expense as follows (in thousands): Years Ending Amortization Expense December 31, 2017 (three months remaining) $ 2,625 December 31, 2018 10,308 December 31, 2019 10,214 December 31, 2020 9,619 December 31, 2021 9,046 |
Accrued Liabilities
Accrued Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Accrued Liabilities | 10. Accrued Liabilities Accrued liabilities consist of the following (in thousands): September 30, 2017 December 31, 2016 Employee compensation $ 6,497 $ 5,586 Accrued interest payable 806 204 Accrued purchases 448 382 Taxes 591 1,692 Contingent consideration — 6,119 Royalties 1,064 248 Professional fees 734 411 Accrued warranty 528 178 Unearned revenue 1,299 408 Other accrued expenses 1,826 786 Total $ 13,793 $ 16,014 |
Convertible Senior Notes
Convertible Senior Notes | 9 Months Ended |
Sep. 30, 2017 | |
Convertible Senior Notes | 11. Convertible Senior Notes The carrying value of the Company’s convertible senior notes is as follows: September 30, 2017 December 31, 2016 2.125% Convertible Senior Notes due 2021: Principal amount $ 115,000 $ 115,000 Unamortized debt discount (14,261 ) (16,777 ) Unamortized debt issuance costs (2,508 ) (2,951 ) Total convertible senior notes $ 98,231 $ 95,272 On May 24, 2016, the Company issued $115 million aggregate principal amount of its 2.125% Convertible Senior Notes due 2021 (the “Notes”). The net proceeds from the sale of the Notes, after deducting the underwriting discounts and commissions and other related offering expenses, were approximately $111.1 million. The Notes bear interest at the rate of 2.125% per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2016. The Notes will mature on June 1, 2021, unless earlier repurchased, redeemed or converted in accordance with their terms. Prior to March 1, 2021, the Notes will be convertible at the option of holders of the Notes only upon satisfaction of certain conditions and during certain periods, and thereafter, the notes will be convertible at any time until the close of business on the second scheduled trading day immediately preceding the maturity date. Upon conversion, holders of the Notes will receive shares of the Company’s common stock, cash or a combination thereof, at the Company’s election. It is the Company’s current intent and policy to settle all conversions through combination settlement, which involves satisfying the principal amount outstanding with cash and any note conversion value over the principal amount in shares of the Company’s common stock. During the third quarter of 2017, the closing price of the Company’s common stock exceeded 130% of the conversion price of the Notes for more than 20 trading days of the last 30 consecutive trading days of the quarter. As a result, the Notes are convertible at the option of the holders of the Notes during the fourth quarter of 2017. As a result, the Company reclassified the carrying value of the Notes to current liabilities from long term liabilities on the Company’s consolidated balance sheet as of September 30, 2017. In the event the closing price conditions are met in the fourth quarter of 2017 or a future fiscal quarter, the Notes will be convertible at a holder’s option during the immediately following fiscal quarter. As of September 30, 2017, the if-converted The conversion rate for the Notes will initially be 31.1813 shares of the Company’s common stock per $1,000 principal amount of Notes, which is equivalent to an initial conversion price of approximately $32.07 per common share, and is subject to adjustment under the terms of the Notes. Holders of the Notes may require the Company to repurchase their Notes upon the occurrence of a fundamental change prior to maturity for cash at a repurchase price equal to 100% of the principal amount of the Notes to be repurchased plus accrued and unpaid interest, if any, to, but excluding, the repurchase date. The Company will not have the right to redeem the Notes prior to June 5, 2019, but may redeem the Notes, at its option, in whole or in part, on any business day on or after June 5, 2019 and prior to the maturity date if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company provides written notice of redemption. The redemption price will be equal to 100% of the principal amount of the principal amount of Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. The Notes contain customary terms and events of default. If an event of default (other than certain events of bankruptcy, insolvency or reorganization involving the Company) occurs and is continuing, the holders of at least 25% in aggregate principal amount of the outstanding Notes may declare 100% of the principal of, and any accrued and unpaid interest on, all of the Notes to be due and payable. Upon the occurrence of certain events of bankruptcy, insolvency or reorganization involving the Company, 100% of the principal of and accrued and unpaid interest, if any, on all of the Notes will become due and payable automatically. Notwithstanding the foregoing, the Notes provide that, to the extent the Company elects and for up to 270 days, the sole remedy for an event of default relating to certain failures by the Company to comply with certain reporting covenants consist exclusively of the right to receive additional interest on the Notes. The Company is not aware of any events of default, current events or market conditions that would allow holders to call or convert the Notes as of September 30, 2017, except as noted below. The cash conversion feature of the Notes required bifurcation from the Notes and was initially accounted for as an equity instrument classified to stockholders’ equity, as the conversion feature was determined to be clearly and closely related to the Company’s stock. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry and asset base and with similar maturity, the Company estimated the implied interest rate, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component, including market interest rates, credit standing, and yield curves, all of which are defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Notes, which resulted in a fair value of the liability component of $96,289,000 upon issuance, calculated as the present value of implied future payments based on the $115 million aggregate principal amount. The equity component of the Notes was recognized as a debt discount, recorded in additional paid-in Interest expense recognized on the Notes during the three-month period ended September 30, 2017 includes $611,000, $852,000 and $150,000 for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. Interest expense recognized on the Notes during the nine-month period ended September 30, 2017 includes $1,833,000, $2,516,000 and $442,000 for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The effective interest rate on the Notes is 6.6%, which includes the interest on the Notes, amortization of the debt discount and debt issuance costs. As of September 30, 2017, the carrying value of the Notes was approximately $98.2 million and the fair value of the principal was approximately $154.8 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of September 30, 2017. |
Equity and Stock-Based Compensa
Equity and Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2017 | |
Equity and Stock-Based Compensation | 12. Equity and Stock-Based Compensation Public Offering of Common Stock On July 3, 2017, the Company completed a public offering in which 2,807,017 shares of its common stock were sold to the public at a price of $42.75 per share. The underwriters were granted an option, which they exercised in full, to purchase an additional 421,052 shares of the Company’s common stock. The total proceeds from this offering, net of underwriting discounts, commissions and other offering expenses, totaled approximately $129.3 million. Stock-Based Compensation For the three-month periods ended September 30, 2017 and 2016, the Company recorded stock-based compensation expense of approximately $1,817,000 and $1,282,000, respectively, for share-based awards granted under the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan”) and the Repligen Corporation Amended and Restated 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 Company recorded stock-based compensation expense of approximately $4,845,000 and $3,341,000 for the nine-month periods ended September 30, 2017 and 2016, respectively, for share-based awards granted under the Plans. The following table presents stock-based compensation expense included in the Company’s consolidated statements of comprehensive income (in thousands): Three months ended Nine months ended 2017 2016 2017 2016 Cost of product revenue $ 197 $ 116 $ 491 $ 260 Research and development 127 177 338 362 Selling, general and administrative 1,493 989 4,016 2,719 Total $ 1,817 $ 1,282 $ 4,845 $ 3,341 The 2012 Plan allows for the granting of incentive and nonqualified options to purchase shares of common stock, restricted stock and other equity awards. Employee grants under the Plans generally vest over a three to five-year period, with 20%-33% non-employee The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and the Company uses the value of the common stock as of the grant date to value restricted stock units. The Company measures stock-based compensation cost at the grant date based on the estimated fair value of the award. The Company recognizes expense on awards with service based vesting over the employee’s requisite service period on a straight-line basis. In the third quarter of 2017, the Company issued performance stock units to certain individuals related to the Spectrum Acquisition which are tied to the achievement of certain revenue and gross margin metrics and the passage of time. The Company recognizes expense on performance based awards over the vesting period of each tranche when it is probable that the performance metrics will be achieved. The Company recognizes stock-based compensation expense for options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted for estimated forfeitures. Information regarding option activity for the nine-month period ended September 30, 2017 under the Plans is summarized below: Options Weighted- Weighted- (in thousands) Aggregate Options outstanding at December 31, 2016 882,748 $ 16.88 Granted 101,844 33.38 Exercised (201,966 ) 10.08 Forfeited/cancelled (32,957 ) 20.31 Options outstanding at September 30, 2017 749,669 $ 20.84 6.72 $ 13,205 Options exercisable at September 30, 2017 423,217 $ 15.86 5.53 $ 9,602 Vested and expected to vest at September 30, 2017 (1) 739,381 $ 20.74 6.70 $ 13,065 (1) Represents the number of vested options as of September 30, 2017 plus the number of unvested options expected to vest as of September 30, 2017 based on the unvested outstanding options at September 30, 2017 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive The aggregate intrinsic value in the table above represents the total pre-tax in-the-money The weighted average grant date fair value of options granted during the nine-month periods ended September 30, 2017 and 2016 was $16.94 and $13.55, respectively. The total fair value of stock options that vested during the nine-month periods ended September 30, 2017 and 2016 was approximately $2,074,000 and $1,590,000, respectively. Information regarding restricted stock unit and performance stock unit activity for the nine-month period ended September 30, 2017 under the Plans is summarized below: Units Weighted- Weighted- (in thousands) Aggregate Restricted stock units outstanding at December 31, 2016 353,838 $ — Granted 279,054 — Exercised (100,221 ) — Forfeited/cancelled (17,203 ) — Restricted stock units outstanding at September 30, 2017 515,468 $ — 2.80 $ 19,753 Vested and expected to vest at September 30, 2017 (1) 488,104 $ — 2.66 $ 18,704 (1) Represents the number of vested restricted stock units as of September 30, 2017 plus the number of unvested restricted stock units expected to vest as of September 30, 2017 based on the unvested outstanding restricted stock units at September 30, 2017 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive The aggregate intrinsic value in the table above represents the total pre-tax The weighted average grant date fair value of restricted stock units granted during the nine-month periods ended September 30, 2017 and 2016 was $36.85 and $26.28, respectively. The total grant date fair value of restricted stock units that vested during the nine-month periods ended September 30, 2017 and 2016 was approximately $2,565,000 and $1,315,000, respectively. As of September 30, 2017, there was $18,114,000 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 2.66 years. |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Taxes | 13. Income Taxes The Company’s effective tax rate for the three- and nine-month periods ended September 30, 2017 was 330.9% and (183.8%), respectively, compared to 47.8% and 34.3%, respectively, for the corresponding periods in the prior year. In the second quarter of 2017, the Company completed a sale of intellectual property to Repligen Sweden AB that allowed for the Company to utilize certain of its U.S. deferred tax assets. Accordingly, the Company reduced its valuation allowance on its U.S. deferred tax assets by approximately $9,200,000 in the second quarter of 2017 and recorded a $5,625,000 tax benefit on the Company’s consolidated statement of operations as a result of the sale of the intellectual property. In the third quarter of 2017, in conjunction with the Spectrum Acquisition, the Company determined that its U.S. deferred tax assets were more likely than not to be realized after considering deferred tax liabilities related to the acquired intangible assets. Accordingly, the Company reduced its valuation allowance on its U.S. deferred tax assets by approximately $6,611,000 in the third quarter of 2017. For the three- and nine-month periods ended September 30, 2017, the effective tax rate differed from the U.S. statutory tax rate of 34% primarily due to valuation allowance releases related to the sale of intellectual property, the Spectrum Acquisition and lower statutory tax rates on foreign profits. For the three-month period ended September 30, 2016, the effective tax rate was higher than the U.S. statutory tax rate of 34% primarily due to unbenefited domestic losses, partially offset by lower statutory tax rates in foreign jurisdictions. At December 31, 2016, the Company had net operating loss carryforwards of approximately $48,550,000 in the U.S., net operating loss carryforwards of approximately €2,287,000 (approximately $2,407,000) in Germany, federal business tax credit carryforwards of $1,745,000 and state business tax credit carryforwards of approximately $442,000 available to reduce future domestic income taxes, if any. The net operating loss and business tax credits carryforwards will continue to expire at various dates through December 2036. The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service. While an IRC Section 382 study was completed in the second quarter of 2017, and no current limitations were identified, use of these net operating loss and business tax credit carryforwards may be limited in the future based on certain changes in the ownership interest of significant stockholders. ASU 2016-09 2016-09 In the first quarter of 2017, Repligen Germany GmbH was subject to a tax examination for the years 2012 through 2015. The examination was general in nature, covering all aspects of the subsidiary’s operations prior to the Atoll Acquisition on April 1, 2016. There were no material findings as a result of this examination, and the examination was closed by the German tax authorities. The Company’s tax returns are subject to examination by federal, state and international taxing authorities for the following periods: Jurisdiction Fiscal years subject to examination United States – federal and state 2014-2016 Sweden 2011-2016 Germany 2016 Netherlands 2012-2016 |
Fair Value Measurement
Fair Value Measurement | 9 Months Ended |
Sep. 30, 2017 | |
Fair Value Measurement | 14. 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 have historically comprised of obligations of U.S. government agencies and corporate marketable 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. At least annually, the Company validates applicable 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. As of September 30, 2017, the Company had no assets or liabilities for which fair value measurement is either required or has been elected to be applied. As of December 31, 2016, the Company had accrued liabilities with a fair value of $6,119,000 related to contingent consideration in connection with the Refine and Atoll business combinations. The contingent consideration related to Refine was based on actual 2016 revenues. The contingent consideration related to Atoll was based on meeting revenue growth targets in 2016. These valuations are Level 3 valuations, as the primary inputs are unobservable. All contingent consideration liabilities were paid in the first quarter of 2017. The following table provides a rollforward of the fair value of contingent consideration (in thousands): Balance at December 31, 2016 $ 6,119 Payments (6,119 ) Balance at September 30, 2017 $ — In May 2016, the Company issued $115 million aggregate principal amount of the Notes due June 1, 2021. Interest is payable semi-annually in arrears on June 1 and December 1 of each year, beginning on December 1, 2016. As of September 30, 2017, the carrying value of the Notes was approximately $98.2 million, net of unamortized discount, and the fair value of the Notes was approximately $154.8 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of September 30, 2017. These valuations are Level 1 valuations, as the valuations are based on unadjusted quoted prices in active markets that the Company has the ability to access. The Notes are discussed in more detail in Note 11, “Long Term Debt . There were no re-measurements |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies | 15. Commitments and Contingencies Future minimum rental commitments under the Company’s leases as of September 30, 2017 are as follows (in thousands): Minimum Rental 2017 (three months remaining) $ 939 2018 3,644 2019 3,367 2020 3,060 2021 2,751 Thereafter 2,319 |
Related PartyTransactions
Related PartyTransactions | 9 Months Ended |
Sep. 30, 2017 | |
Related PartyTransactions | 16. Related Party Transactions In July 2017, in conjunction with the Spectrum Acquisition, the Board of Directors engaged one of the Company’s independent directors to serve as the chairperson of the Spectrum Integration Committee. In this role, this Director will work directly with the Company’s executive team on general integration strategy and focus on the integration of Spectrum’s operations and commercial organization with the Company. As of September 30, 2017, the Company has accrued approximately $95,000 of expense related to this director’s services. Additionally, certain facilities leased by Spectrum are owned by the former owner of Spectrum, who currently holds greater than 10% of the Company’s outstanding common stock. The lease amounts paid to this shareholder were negotiated in connection with the Spectrum Acquisition. The Company has incurred rent expense totaling $134,000 for the three-month period ended September 30, 2017 related to these leases. |
Segment Reporting
Segment Reporting | 9 Months Ended |
Sep. 30, 2017 | |
Segment Reporting | 17. 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): Three months ended Nine months ended 2017 2016 2017 2016 United States 45 % 45 % 40 % 40 % Sweden 15 % 23 % 23 % 29 % United Kingdom and Ireland 10 % 11 % 13 % 14 % Other 30 % 21 % 24 % 17 % Total 100 % 100 % 100 % 100 % Revenue from significant customers as a percentage of the Company’s total revenue is as follows: Three months ended Nine months ended 2017 2016 2017 2016 GE Healthcare 17 % 23 % 24 % 29 % MilliporeSigma 14 % 28 % 18 % 30 % Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable are as follows: September 30, 2017 December 31, GE Healthcare 20 % 26 % MilliporeSigma 11 % 8 % |
Revenue Recognition (Policies)
Revenue Recognition (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
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 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, 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 not had a material impact on the Company’s financial statements historically. Shipping and handling fees are recorded as a component of product revenue, with the associated costs recorded as a component of cost of product revenue. Therapeutics Licensing Agreements Activities under licensing agreements are evaluated in accordance with ASC 605-25 • The delivered item or items have value to the customer on a stand-alone basis; and • 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 the Company’s 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, • It can only be achieved based in whole or in part on either the Company’s performance or 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. |
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. |
Acquisitions (Tables)
Acquisitions (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Spectrum Inc. | |
Consideration Transferred | The total consideration transferred follows (in thousands): Cash consideration $ 122,932 Equity consideration 247,575 Working capital adjustment 955 Net assets acquired $ 371,462 |
Components and Allocation of Purchase Price | The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 9,990 Accounts receivable 5,124 Inventory 13,774 Prepaid expenses and other assets 547 Fixed assets 6,015 Deferred tax assets 1,102 Customer relationships 78,400 Developed technology 38,560 Trademark and tradename 2,160 Non-competition agreements 960 Goodwill 265,084 Accounts payable (1,142 ) Unrecognized tax benefit (576 ) Accrued liabilities (5,535 ) Deferred tax liabilities, net (43,001 ) Fair value of net assets acquired $ 371,462 |
Unaudited Supplemental Pro Forma Information | The following table presents unaudited supplemental pro forma information as if the Spectrum Acquisition had occurred as of January 1, 2016 (in thousands, except per share data): Nine months ended Total revenue $ 121,301 Net income $ 14,994 Earnings per share: Basic $ 0.36 Diluted $ 0.36 |
TangenX Technology Corporation | |
Consideration Transferred | The total consideration transferred follows (in thousands): Cash consideration $ 37,532 Less: working capital adjustment (382 ) Net assets acquired $ 37,150 |
Components and Allocation of Purchase Price | The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,218 Accounts receivable 459 Other receivables 111 Inventory 936 Other current assets 50 Fixed assets, net 215 Customer relationships 6,192 Developed technology 6,044 Non-competition 21 Trademark and trade name 11 Accounts payable and other liabilities assumed (3,083 ) Deferred tax liabilities (4,525 ) Goodwill 29,501 Net assets acquired $ 37,150 |
Atoll GmbH | |
Consideration Transferred | The total consideration transferred follows (in thousands): Cash consideration, less $74 of working capital adjustments $ 10,176 Equity consideration 14,138 Estimated fair value of contingent consideration 952 Total consideration transferred $ 25,266 |
Components and Allocation of Purchase Price | The components and allocation of the purchase price consists of the following amounts (in thousands): Cash and cash equivalents $ 1,409 Accounts receivable 697 Inventory 155 Other current assets 169 Fixed assets, net 114 Customer relationships 5,318 Developed technology 2,175 Non-competition 57 Trademark and trade name 11 Deferred tax assets 885 Accounts payable and other liabilities assumed (599 ) Deferred tax liabilities (2,202 ) Goodwill 17,077 Net assets acquired $ 25,266 |
Accumulated Other Comprehensi25
Accumulated Other Comprehensive Income (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Changes in Accumulated Other Comprehensive Income | The following table summarizes the changes in accumulated other comprehensive income by component (in thousands): (In thousands) Unrealized gain Foreign currency Total Balance at December 31, 2016 $ (5 ) $ (13,744 ) $ (13,749 ) Other comprehensive income 5 7,097 7,102 Balance at September 30, 2017 $ — $ (6,647 ) $ (6,647 ) |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Basic and Diluted Weighted Average Shares Outstanding | Basic and diluted weighted average shares outstanding were as follows: Three months ended Nine months ended 2017 2016 2017 2016 Weighted average common shares 41,236,554 33,779,141 36,435,591 33,485,448 Dilutive common stock options and restricted stock units 484,242 533,746 454,340 526,086 Dilutive effect of senior convertible notes 842,206 — 496,402 — Weighted average common shares, assuming dilution 42,563,002 34,312,887 37,386,333 34,011,534 |
Cash, Cash Equivalents and Ma27
Cash, Cash Equivalents and Marketable Securities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Investments in Marketable Securities | Investments in marketable securities consisted of the following at December 31, 2016 (in thousands): December 31, 2016 Amortized Gross Gross Fair Marketable securities: U.S. Government and agency securities $ 807 $ — $ — $ 807 Corporate and other debt securities 18,745 2 (7 ) 18,740 Total $ 19,552 $ 2 $ (7 ) $ 19,547 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Inventories | Inventories consist of the following (in thousands): September 30, December 31, Raw Materials $ 22,235 $ 14,954 Work-in-process 3,633 2,789 Finished products 12,795 6,953 Total $ 38,663 $ 24,696 |
Property, Plant and Equipment (
Property, Plant and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment | Property, plant and equipment consist of the following (in thousands): September 30, 2017 December 31, 2016 Land $ 1,021 $ — Buildings 768 — Leasehold improvements 15,743 14,592 Equipment 19,543 15,214 Furniture and fixtures 4,111 3,218 Construction in progress 3,286 1,264 Total property, plant and equipment 44,472 34,288 Less: accumulated depreciation (22,416 ) (19,332 ) Property, plant and equipment, net $ 22,056 $ 14,956 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Intangible assets | Intangible assets consisted of the following at September 30, 2017 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 51,775 $ (2,491 ) 19 Patents 240 (230 ) 8 Customer relationships 102,090 (7,774 ) 15 Trademark – indefinite lived 2,860 — — Other intangibles 1,062 (116 ) 3 Total intangible assets $ 158,027 $ (10,611 ) 16 Intangible assets consisted of the following at December 31, 2016 (in thousands): Gross Carrying Accumulated Weighted Technology – developed $ 12,911 $ (1,468 ) 17 Patents 240 (208 ) 8 Customer relationships 22,555 (4,995 ) 11 Trademark/ tradename 711 — — Other intangibles 84 (24 ) 2 Total intangible assets $ 36,501 $ (6,695 ) 13 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of September 30, 2017, the Company expects to record amortization expense as follows (in thousands): Years Ending Amortization Expense December 31, 2017 (three months remaining) $ 2,625 December 31, 2018 10,308 December 31, 2019 10,214 December 31, 2020 9,619 December 31, 2021 9,046 |
Accrued Liabilities (Tables)
Accrued Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Schedule of Accrued Liabilities | Accrued liabilities consist of the following (in thousands): September 30, 2017 December 31, 2016 Employee compensation $ 6,497 $ 5,586 Accrued interest payable 806 204 Accrued purchases 448 382 Taxes 591 1,692 Contingent consideration — 6,119 Royalties 1,064 248 Professional fees 734 411 Accrued warranty 528 178 Unearned revenue 1,299 408 Other accrued expenses 1,826 786 Total $ 13,793 $ 16,014 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Carrying Value of Convertible Senior Notes | The carrying value of the Company’s convertible senior notes is as follows: September 30, 2017 December 31, 2016 2.125% Convertible Senior Notes due 2021: Principal amount $ 115,000 $ 115,000 Unamortized debt discount (14,261 ) (16,777 ) Unamortized debt issuance costs (2,508 ) (2,951 ) Total convertible senior notes $ 98,231 $ 95,272 |
Equity and Stock-Based Compen33
Equity and Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense included in the Company’s consolidated statements of comprehensive income (in thousands): Three months ended Nine months ended 2017 2016 2017 2016 Cost of product revenue $ 197 $ 116 $ 491 $ 260 Research and development 127 177 338 362 Selling, general and administrative 1,493 989 4,016 2,719 Total $ 1,817 $ 1,282 $ 4,845 $ 3,341 |
Summary of Option Activity | Information regarding option activity for the nine-month period ended September 30, 2017 under the Plans is summarized below: Options Weighted- Weighted- (in thousands) Aggregate Options outstanding at December 31, 2016 882,748 $ 16.88 Granted 101,844 33.38 Exercised (201,966 ) 10.08 Forfeited/cancelled (32,957 ) 20.31 Options outstanding at September 30, 2017 749,669 $ 20.84 6.72 $ 13,205 Options exercisable at September 30, 2017 423,217 $ 15.86 5.53 $ 9,602 Vested and expected to vest at September 30, 2017 (1) 739,381 $ 20.74 6.70 $ 13,065 (1) Represents the number of vested options as of September 30, 2017 plus the number of unvested options expected to vest as of September 30, 2017 based on the unvested outstanding options at September 30, 2017 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive |
Restricted Stock Units and Performance Stock Units | |
Summary of Restricted Stock Unit and Performance Stock Unit Activity | Information regarding restricted stock unit and performance stock unit activity for the nine-month period ended September 30, 2017 under the Plans is summarized below: Units Weighted- Weighted- (in thousands) Aggregate Restricted stock units outstanding at December 31, 2016 353,838 $ — Granted 279,054 — Exercised (100,221 ) — Forfeited/cancelled (17,203 ) — Restricted stock units outstanding at September 30, 2017 515,468 $ — 2.80 $ 19,753 Vested and expected to vest at September 30, 2017 (1) 488,104 $ — 2.66 $ 18,704 (1) Represents the number of vested restricted stock units as of September 30, 2017 plus the number of unvested restricted stock units expected to vest as of September 30, 2017 based on the unvested outstanding restricted stock units at September 30, 2017 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive |
Income Taxes (Tables)
Income Taxes (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Summary of Tax Returns Periods Subject to Examination by Federal, State and International Taxing Authorities | The Company’s tax returns are subject to examination by federal, state and international taxing authorities for the following periods: Jurisdiction Fiscal years subject to examination United States – federal and state 2014-2016 Sweden 2011-2016 Germany 2016 Netherlands 2012-2016 |
Fair Value Measurement (Tables)
Fair Value Measurement (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Rollforward of Fair Value of Contingent Consideration | The following table provides a rollforward of the fair value of contingent consideration (in thousands): Balance at December 31, 2016 $ 6,119 Payments (6,119 ) Balance at September 30, 2017 $ — |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Future Minimum Rental Commitments under Company's Leases | Future minimum rental commitments under the Company’s leases as of September 30, 2017 are as follows (in thousands): Minimum Rental 2017 (three months remaining) $ 939 2018 3,644 2019 3,367 2020 3,060 2021 2,751 Thereafter 2,319 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Percentage of Revenue from Significant Customers | Revenue from significant customers as a percentage of the Company’s total revenue is as follows: Three months ended Nine months ended 2017 2016 2017 2016 GE Healthcare 17 % 23 % 24 % 29 % MilliporeSigma 14 % 28 % 18 % 30 % |
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): Three months ended Nine months ended 2017 2016 2017 2016 United States 45 % 45 % 40 % 40 % Sweden 15 % 23 % 23 % 29 % United Kingdom and Ireland 10 % 11 % 13 % 14 % Other 30 % 21 % 24 % 17 % Total 100 % 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 are as follows: September 30, 2017 December 31, GE Healthcare 20 % 26 % MilliporeSigma 11 % 8 % |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - ASU No. 2016-09 - U S Federal And State Jurisdiction | Jan. 01, 2017USD ($) |
Revisions [Line Items] | |
Net operating loss carry forwards | $ 5,300,000 |
Increase in valuation allowance | 5,300,000 |
Impact of adopting ASU 2016-09 on retained earnings | $ 0 |
Acquisitions - Additional Infor
Acquisitions - Additional Information (Detail) - USD ($) | Aug. 01, 2017 | Dec. 14, 2016 | Apr. 01, 2016 | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||||||
Finite lived intangible asset, useful life | 16 years | 13 years | |||||
Goodwill | $ 326,652,000 | $ 326,652,000 | $ 326,652,000 | $ 59,548,000 | |||
Common stock, par value | $ 0.01 | $ 0.01 | $ 0.01 | $ 0.01 | |||
Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Finite lived intangible asset, useful life | 15 years | 11 years | |||||
Technology - developed | |||||||
Business Acquisition [Line Items] | |||||||
Finite lived intangible asset, useful life | 19 years | 17 years | |||||
Atoll GmbH | |||||||
Business Acquisition [Line Items] | |||||||
Shares issued for business acquisition | 538,700 | ||||||
Value of common stock issued | $ 14,138,000 | ||||||
Working capital adjustment | 74,000 | ||||||
Business combination, consideration transferred | 25,266,000 | ||||||
Fair value of net assets acquired | 25,266,000 | ||||||
Goodwill | 17,077,000 | ||||||
Goodwill expected to be deductible for tax purposes amount | 0 | ||||||
Business acquisition, transaction costs | $ 1,307,000 | ||||||
Common stock, par value | $ 0.01 | ||||||
Earnout consideration | $ 1,100,000 | ||||||
Estimated fair value of contingent consideration | 952,000 | ||||||
Atoll GmbH | Up Front Payment | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | 10,200,000 | ||||||
Atoll GmbH | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 5,318,000 | ||||||
Finite lived intangible asset, useful life | 13 years | ||||||
Atoll GmbH | Technology - developed | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 2,175,000 | ||||||
Finite lived intangible asset, useful life | 14 years | ||||||
Atoll GmbH | Non-competition agreements | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 57,000 | ||||||
Finite lived intangible asset, useful life | 2 years | ||||||
Atoll GmbH | Trademark | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 11,000 | ||||||
Finite lived intangible asset, useful life | 2 years | ||||||
TangenX Technology Corporation | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 37,532,000 | ||||||
Working capital adjustment | (382,000) | ||||||
Business combination, consideration transferred | 37,150,000 | ||||||
Fair value of net assets acquired | 37,150,000 | ||||||
Goodwill | 29,501,000 | ||||||
Goodwill expected to be deductible for tax purposes amount | 0 | ||||||
Business acquisition, transaction costs | $ 0 | $ 376,000 | $ 935,000 | ||||
TangenX Technology Corporation | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 6,192,000 | ||||||
Finite lived intangible asset, useful life | 13 years | ||||||
TangenX Technology Corporation | Technology - developed | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 6,044,000 | ||||||
Finite lived intangible asset, useful life | 20 years | ||||||
TangenX Technology Corporation | Non-competition agreements | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 21,000 | ||||||
Finite lived intangible asset, useful life | 2 years | ||||||
TangenX Technology Corporation | Trademark | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 11,000 | ||||||
Finite lived intangible asset, useful life | 5 years | ||||||
Spectrum Inc. | |||||||
Business Acquisition [Line Items] | |||||||
Cash consideration | $ 122,932,000 | ||||||
Shares issued for business acquisition | 6,153,995 | ||||||
Value of common stock issued | $ 247,575,000 | ||||||
Working capital adjustment | 955,000 | ||||||
Business combination, consideration transferred | 371,462,000 | ||||||
Fair value of net assets acquired | 371,462,000 | ||||||
Goodwill | 265,084,000 | ||||||
Goodwill expected to be deductible for tax purposes amount | 0 | ||||||
Business acquisition, revenue | $ 7,550,000 | ||||||
Spectrum Inc. | Selling, general and administrative | |||||||
Business Acquisition [Line Items] | |||||||
Business Combination, Acquisition Related Costs | $ 3,378,000 | $ 5,761,000 | |||||
Spectrum Inc. | Customer relationships | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 78,400,000 | ||||||
Finite lived intangible asset, useful life | 16 years | ||||||
Spectrum Inc. | Technology - developed | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 38,560,000 | ||||||
Finite lived intangible asset, useful life | 20 years | ||||||
Spectrum Inc. | Non-competition agreements | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 960,000 | ||||||
Finite lived intangible asset, useful life | 3 years | ||||||
Spectrum Inc. | Trademark | |||||||
Business Acquisition [Line Items] | |||||||
Fair value of acquired finite lived intangible assets | $ 2,160,000 |
Consideration Transferred (Deta
Consideration Transferred (Detail) - USD ($) $ in Thousands | Aug. 01, 2017 | Dec. 14, 2016 | Apr. 01, 2016 |
Spectrum Inc. | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 122,932 | ||
Equity consideration | 247,575 | ||
Working capital adjustment | 955 | ||
Total consideration transferred | $ 371,462 | ||
Atoll GmbH | |||
Business Acquisition [Line Items] | |||
Cash consideration, less $74 of working capital adjustments | $ 10,176 | ||
Equity consideration | 14,138 | ||
Working capital adjustment | 74 | ||
Estimated fair value of contingent consideration | 952 | ||
Total consideration transferred | $ 25,266 | ||
TangenX Technology Corporation | |||
Business Acquisition [Line Items] | |||
Cash consideration | $ 37,532 | ||
Working capital adjustment | (382) | ||
Total consideration transferred | $ 37,150 |
Components and Allocation of Pu
Components and Allocation of Purchase Price (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Aug. 01, 2017 | Dec. 31, 2016 | Dec. 14, 2016 | Apr. 01, 2016 |
Business Acquisition [Line Items] | |||||
Goodwill | $ 326,652 | $ 59,548 | |||
Spectrum Inc. | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 9,990 | ||||
Accounts receivable | 5,124 | ||||
Inventory | 13,774 | ||||
Prepaid expenses and other assets | 547 | ||||
Fixed assets | 6,015 | ||||
Deferred tax assets | 1,102 | ||||
Deferred tax liabilities | (43,001) | ||||
Goodwill | 265,084 | ||||
Net assets acquired | 371,462 | ||||
Accounts payable | (1,142) | ||||
Unrecognized tax benefit | (576) | ||||
Accrued liabilities | (5,535) | ||||
Spectrum Inc. | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 78,400 | ||||
Spectrum Inc. | Technology - developed | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 38,560 | ||||
Spectrum Inc. | Trademark | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 2,160 | ||||
Spectrum Inc. | Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | $ 960 | ||||
Atoll GmbH | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 1,409 | ||||
Accounts receivable | 697 | ||||
Inventory | 155 | ||||
Other current assets | 169 | ||||
Fixed assets | 114 | ||||
Deferred tax assets | 885 | ||||
Accounts payable and other liabilities assumed | (599) | ||||
Deferred tax liabilities | (2,202) | ||||
Goodwill | 17,077 | ||||
Net assets acquired | 25,266 | ||||
Atoll GmbH | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 5,318 | ||||
Atoll GmbH | Technology - developed | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 2,175 | ||||
Atoll GmbH | Trademark | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 11 | ||||
Atoll GmbH | Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | $ 57 | ||||
TangenX Technology Corporation | |||||
Business Acquisition [Line Items] | |||||
Cash and cash equivalents | $ 1,218 | ||||
Accounts receivable | 459 | ||||
Other receivables | 111 | ||||
Inventory | 936 | ||||
Other current assets | 50 | ||||
Fixed assets | 215 | ||||
Accounts payable and other liabilities assumed | (3,083) | ||||
Deferred tax liabilities | (4,525) | ||||
Goodwill | 29,501 | ||||
Net assets acquired | 37,150 | ||||
TangenX Technology Corporation | Customer relationships | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 6,192 | ||||
TangenX Technology Corporation | Technology - developed | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 6,044 | ||||
TangenX Technology Corporation | Trademark | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | 11 | ||||
TangenX Technology Corporation | Non-competition agreements | |||||
Business Acquisition [Line Items] | |||||
Business combination, intangible assets | $ 21 |
Unaudited Supplemental Pro Form
Unaudited Supplemental Pro Forma Information (Detail) - Spectrum Inc. $ / shares in Units, $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($)$ / shares | |
Business Acquisition [Line Items] | |
Total revenue | $ | $ 121,301 |
Net income | $ | $ 14,994 |
Basic | $ / shares | $ 0.36 |
Diluted | $ / shares | $ 0.36 |
Consideration Transferred (Pare
Consideration Transferred (Parenthetical) (Detail) $ in Thousands | Apr. 01, 2016USD ($) |
Atoll GmbH | |
Business Acquisition [Line Items] | |
Working capital adjustment | $ 74 |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Clinical Development | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Potential milestone payments to be received | $ 60 |
Milestone payment substantive | 60 |
Initial Commercial Sales | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Potential milestone payments to be received | 100 |
BioMarin Pharmaceutical, Inc. | Asset Purchase Agreement | |
Revenue Recognition, Multiple-deliverable Arrangements [Line Items] | |
Potential milestone payments to be received | $ 160 |
Change in Accumulated Other Com
Change in Accumulated Other Comprehensive Income (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | $ 168,764 |
Ending Balance | 576,869 |
Unrealized Gain (Loss) on Investments | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | (5) |
Other comprehensive income | 5 |
Foreign Currency Translation Gain (Loss) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | (13,744) |
Other comprehensive income | 7,097 |
Ending Balance | (6,647) |
Accumulated Other Comprehensive Income (Loss) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning Balance | (13,749) |
Other comprehensive income | 7,102 |
Ending Balance | $ (6,647) |
Earnings Per Share - Additional
Earnings Per Share - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017USD ($)d$ / sharesshares | Sep. 30, 2016$ / sharesshares | Sep. 30, 2017$ / sharesshares | Sep. 30, 2016$ / sharesshares | Dec. 31, 2016$ / sharesshares | |
Earnings Per Share [Line Items] | |||||
Participating securities outstanding | 0 | 0 | 0 | 0 | |
Stock options, outstanding | 749,669 | 749,669 | 882,748 | ||
Stock options, weighted average exercise price | $ / shares | $ 20.84 | $ 20.84 | $ 16.88 | ||
Common stock excluded from calculation of diluted earnings per share | 162,544 | 253,754 | 326,572 | 348,608 | |
Conversion premium of the notes | 842,206 | 0 | 496,402 | 0 | |
2.125% Convertible Senior Notes due 2021 | |||||
Earnings Per Share [Line Items] | |||||
Notes threshold percentage of stock price trigger | 130.00% | ||||
Notes threshold trading days | d | 20 | ||||
Notes threshold consecutive trading days | d | 30 | ||||
Debt Instrument conversion amount | $ | $ 0 | ||||
Option To Purchase Common Stock | |||||
Earnings Per Share [Line Items] | |||||
Stock options, outstanding | 749,669 | 1,198,673 | 749,669 | 1,198,673 | |
Stock options, weighted average exercise price | $ / shares | $ 20.84 | $ 12.03 | $ 20.84 | $ 12.03 | |
Restricted Stock Units (RSUs) | |||||
Earnings Per Share [Line Items] | |||||
Common stock excluded from calculation of diluted earnings per share | 515,468 |
Basic and Diluted Weighted Aver
Basic and Diluted Weighted Average Shares Outstanding (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Weighted Average Number of Shares Outstanding [Line Items] | ||||
Weighted average common shares | 41,236,554 | 33,779,141 | 36,435,591 | 33,485,448 |
Dilutive common stock options and restricted stock units | 484,242 | 533,746 | 454,340 | 526,086 |
Dilutive effect of senior convertible notes | 842,206 | 0 | 496,402 | 0 |
Weighted average common shares, assuming dilution | 42,563,002 | 34,312,887 | 37,386,333 | 34,011,534 |
Cash, Cash Equivalents and Ma48
Cash, Cash Equivalents and Marketable Securities - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Sep. 30, 2017 | |
Cash, cash equivalents and marketable securities [Line Items] | ||
Marketable securities | $ 19,547 | $ 0 |
Long-term marketable securities, minimum original maturity term | 1 year | |
Long-term marketable securities | $ 0 | |
Minimum | ||
Cash, cash equivalents and marketable securities [Line Items] | ||
Short-term marketable securities, minimum original maturity term | 90 days |
Investments in Marketable Secur
Investments in Marketable Securities (Detail) - Marketable securities $ in Thousands | Dec. 31, 2016USD ($) |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | $ 19,552 |
Gross Unrealized Gain | 2 |
Gross Unrealized Loss | (7) |
Fair Value | 19,547 |
U.S. Government and agency securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | 807 |
Fair Value | 807 |
Corporate and other debt securities | |
Schedule of Available-for-sale Securities [Line Items] | |
Amortized Cost | 18,745 |
Gross Unrealized Gain | 2 |
Gross Unrealized Loss | (7) |
Fair Value | $ 18,740 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Reserves for excess and obsolete inventory | $ 406,000 | $ 435,000 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory [Line Items] | ||
Raw materials | $ 22,235 | $ 14,954 |
Work-in-process | 3,633 | 2,789 |
Finished products | 12,795 | 6,953 |
Total | $ 38,663 | $ 24,696 |
Property, Plant and Equipment52
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Land | $ 1,021 | |
Buildings | 768 | |
Leasehold improvements | 15,743 | $ 14,592 |
Equipment | 19,543 | 15,214 |
Furniture and fixtures | 4,111 | 3,218 |
Construction in progress | 3,286 | 1,264 |
Total property, plant and equipment | 44,472 | 34,288 |
Less: accumulated depreciation | (22,416) | (19,332) |
Property, plant and equipment, net | $ 22,056 | $ 14,956 |
Property, Plant and Equipment -
Property, Plant and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Property, Plant and Equipment [Line Items] | ||
Depreciation expense of property and equipment | $ 2,988 | $ 2,360 |
Intangible Assets (Detail)
Intangible Assets (Detail) - USD ($) $ in Thousands | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 158,027 | $ 36,501 |
Accumulated Amortization | $ (10,611) | $ (6,695) |
Weighted Average Useful Life (in years) | 16 years | 13 years |
Technology - developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 51,775 | $ 12,911 |
Accumulated Amortization | $ (2,491) | $ (1,468) |
Weighted Average Useful Life (in years) | 19 years | 17 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 240 | $ 240 |
Accumulated Amortization | $ (230) | $ (208) |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 102,090 | $ 22,555 |
Accumulated Amortization | $ (7,774) | $ (4,995) |
Weighted Average Useful Life (in years) | 15 years | 11 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,062 | $ 84 |
Accumulated Amortization | $ (116) | $ (24) |
Weighted Average Useful Life (in years) | 3 years | 2 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, indefinite lived intangible assets | $ 711 | |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Amount, indefinite lived intangible assets | $ 2,860 |
Intangible Assets - Additional
Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||
Amortization expense | $ 3,476 | $ 1,484 |
Amortization Expense for Amorti
Amortization Expense for Amortized Intangible Assets (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Finite-Lived Intangible Assets [Line Items] | |
Amortization Expense, December 31, 2017 (three months remaining) | $ 2,625 |
Amortization Expense, December 31, 2018 | 10,308 |
Amortization Expense, December 31, 2019 | 10,214 |
Amortization Expense, December 31, 2020 | 9,619 |
Amortization Expense, December 31, 2021 | $ 9,046 |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 6,497 | $ 5,586 |
Accrued interest payable | 806 | 204 |
Accrued purchases | 448 | 382 |
Taxes | 591 | 1,692 |
Contingent consideration | 6,119 | |
Royalties | 1,064 | 248 |
Professional fees | 734 | 411 |
Accrued warranty | 528 | 178 |
Unearned revenue | 1,299 | 408 |
Other accrued expenses | 1,826 | 786 |
Total | $ 13,793 | $ 16,014 |
Carrying Value of Convertible S
Carrying Value of Convertible Senior Notes (Detail) - 2.125% Convertible Senior Notes due 2021 - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal amount | $ 115,000 | $ 115,000 |
Unamortized debt discount | (14,261) | (16,777) |
Unamortized debt issuance costs | (2,508) | (2,951) |
Total convertible senior notes | $ 98,231 | $ 95,272 |
Carrying Value of Convertible59
Carrying Value of Convertible Senior Notes (Parenthetical) (Detail) - 2.125% Convertible Senior Notes due 2021 | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | May 24, 2016 | |
Debt Instrument [Line Items] | |||
Notes, interest rate | 2.125% | 2.125% | |
Notes, due date | Jun. 1, 2021 | Jun. 1, 2021 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | May 24, 2016USD ($)d$ / shares | Sep. 30, 2017USD ($)d | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) |
Debt Instrument [Line Items] | |||||
Proceeds from issuance of convertible senior notes, net of costs | $ 111,070,000 | ||||
Accretion of the debt discount | $ 2,958,000 | $ 1,320,000 | |||
2.125% Convertible Senior Notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Notes issued | $ 115,000,000 | ||||
Notes, interest rate | 2.125% | 2.125% | 2.125% | ||
Proceeds from issuance of convertible senior notes, net of costs | $ 111,100,000 | ||||
Notes, frequency of periodic payment | Semi-annually | ||||
Notes, date of first required payment | Dec. 1, 2016 | ||||
Notes, due date | Jun. 1, 2021 | Jun. 1, 2021 | |||
Notes threshold percentage of stock price trigger | 130.00% | ||||
Notes threshold trading days | d | 20 | ||||
Notes threshold consecutive trading days | d | 30 | ||||
Debt Instrument, if-converted value in excess of principal, amount | $ 39,800,000 | ||||
Debt Instrument conversion amount | 0 | ||||
Notes conversion ratio per $1,000 principal amount | 31.1813 | ||||
Notes initial conversion price | $ / shares | $ 32.07 | ||||
Debt covenants debt default holder percent to declare all notes due minimum | 25.00% | ||||
Number of days within which entity fails to satisfy obligations considered as event of default | 270 days | ||||
Notes issued, fair value | $ 96,289,000 | ||||
Contractual coupon interest | 611,000 | $ 1,833,000 | |||
Accretion of the debt discount | 852,000 | 2,516,000 | |||
Amortization of the debt issuance costs | $ 150,000 | $ 442,000 | |||
Effective interest rate on the Notes | 6.60% | 6.60% | |||
Notes, carrying value | $ 98,231,000 | $ 98,231,000 | $ 95,272,000 | ||
Fair value of the note | $ 154,800,000 | $ 154,800,000 | |||
2.125% Convertible Senior Notes due 2021 | On any business day on or after June 5, 2019 and prior to the maturity date | |||||
Debt Instrument [Line Items] | |||||
Notes threshold percentage of stock price trigger | 130.00% | ||||
Notes threshold trading days | d | 20 | ||||
Notes threshold consecutive trading days | d | 30 | ||||
Notes redemption price | 100.00% |
Equity and Stock-Based Compen61
Equity and Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Jul. 03, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2012 | Dec. 31, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Common stock, shares issued | 2,807,017 | 43,559,081 | 43,559,081 | 33,844,074 | |||
Common stock issue price per share | $ 42.75 | ||||||
Exercised number of shares | 201,966 | ||||||
Net proceeds from public offering | $ 129,300 | $ 129,309 | |||||
Stock-based compensation expense | $ 1,817 | $ 1,282 | $ 4,845 | $ 3,341 | |||
Stock options, outstanding | 749,669 | 749,669 | 882,748 | ||||
Number of shares available for future grant | 1,228,987 | 1,228,987 | |||||
Closing price of common stock | $ 38.32 | $ 38.32 | |||||
Weighted average grant date fair value of share-based awards granted | $ 16.94 | $ 13.55 | |||||
Total fair value of stock options vested | $ 2,074 | $ 1,590 | |||||
Total unrecognized compensation cost | $ 18,114 | $ 18,114 | |||||
Unrecognized compensation cost, weighted average remaining requisite service period | 2 years 8 months | ||||||
Employee Stock Option | Minimum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive options, vesting period | 3 years | ||||||
Employee Stock Option | Minimum | Vest Over Three Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive options, vesting percentage | 20.00% | ||||||
Employee Stock Option | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive options, vesting period | 5 years | ||||||
Incentive options, term | 10 years | ||||||
Employee Stock Option | Maximum | Vest Over Five Year | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive options, vesting percentage | 33.00% | ||||||
Non-Employee Directors | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Incentive options, vesting period | 1 year | ||||||
Option To Purchase Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock options, outstanding | 749,669 | 1,198,673 | 749,669 | 1,198,673 | |||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Restricted stock units, outstanding | 515,468 | 515,468 | |||||
Closing price of common stock | $ 38.32 | $ 38.32 | |||||
Aggregate intrinsic value of restricted stock units vested | $ 3,480 | $ 1,479 | |||||
Weighted average grant date fair value of restricted stock units granted | $ 36.85 | $ 26.28 | |||||
Total grant date fair value of restricted stock units vested | $ 2,565 | $ 1,315 | |||||
Underwriters | Common Stock | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Exercised number of shares | 421,052 |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,817 | $ 1,282 | $ 4,845 | $ 3,341 |
Cost of product revenue | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 197 | 116 | 491 | 260 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | 127 | 177 | 338 | 362 |
Selling, general and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Stock-based compensation expense | $ 1,493 | $ 989 | $ 4,016 | $ 2,719 |
Summary of Option Activity (Det
Summary of Option Activity (Detail) $ / shares in Units, $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)$ / sharesshares | ||
Options Outstanding | ||
Options outstanding at December 31, 2016 | shares | 882,748 | |
Granted | shares | 101,844 | |
Exercised | shares | (201,966) | |
Forfeited/cancelled | shares | (32,957) | |
Options outstanding at September 30, 2017 | shares | 749,669 | |
Options exercisable at September 30, 2017 | shares | 423,217 | |
Vested and expected to vest at September 30, 2017 | shares | 739,381 | [1] |
Weighted-Average Exercise Price Per Share | ||
Options outstanding at December 31, 2016 | $ / shares | $ 16.88 | |
Granted | $ / shares | 33.38 | |
Exercised | $ / shares | 10.08 | |
Forfeited/cancelled | $ / shares | 20.31 | |
Options outstanding at September 30, 2017 | $ / shares | 20.84 | |
Options exercisable at September 30, 2017 | $ / shares | 15.86 | |
Vested and expected to vest at September 30, 2017 | $ / shares | $ 20.74 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Options outstanding at September 30, 2017 | 6 years 8 months 19 days | |
Options exercisable at September 30, 2017 | 5 years 6 months 10 days | |
Vested and expected to vest at September 30, 2017 | 6 years 8 months 12 days | [1] |
Aggregate Intrinsic Value | ||
Options outstanding at September 30, 2017 | $ | $ 13,205 | |
Options exercisable at September 30, 2017 | $ | 9,602 | |
Vested and expected to vest at September 30, 2017 | $ | $ 13,065 | [1] |
[1] | Represents the number of vested options as of September 30, 2017 plus the number of unvested options expected to vest as of September 30, 2017 based on the unvested outstanding options at September 30, 2017 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Summary of Option Activity (Par
Summary of Option Activity (Parenthetical) (Detail) - Employee Stock Option | Sep. 30, 2017 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8.00% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3.00% |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit and Performance Stock Unit Activity (Detail) - Restricted Stock Units and Performance Stock Units $ in Thousands | 9 Months Ended | |
Sep. 30, 2017USD ($)shares | ||
Options Outstanding | ||
Restricted stock units outstanding at December 31, 2016 | 353,838 | |
Granted | 279,054 | |
Exercised | (100,221) | |
Forfeited/cancelled | (17,203) | |
Restricted stock units outstanding at September 30, 2017 | 515,468 | |
Vested and expected to vest at September 30, 2017 | 488,104 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Restricted stock units outstanding at September 30, 2017 | 2 years 9 months 19 days | |
Vested and expected to vest at September 30, 2017 | 2 years 8 months | [1] |
Aggregate Intrinsic Value | ||
Restricted stock units outstanding at September 30, 2017 | $ | $ 19,753 | |
Vested and expected to vest at September 30, 2017 | $ | $ 18,704 | [1] |
[1] | Represents the number of vested restricted stock units as of September 30, 2017 plus the number of unvested restricted stock units expected to vest as of September 30, 2017 based on the unvested outstanding restricted stock units at September 30, 2017 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Summary of Restricted Stock U66
Summary of Restricted Stock Unit and Performance Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units (RSUs) | Sep. 30, 2017 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8.00% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3.00% |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) € in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Jan. 01, 2017USD ($) | Dec. 31, 2016EUR (€) | |
Income Taxes [Line Items] | ||||||||
Effective tax rate | 330.90% | 47.80% | (183.80%) | 34.30% | ||||
Valuation allowance increase (decrease) | $ (6,611,000) | $ (9,200,000) | ||||||
Income tax (benefit) provision | $ (6,691,000) | $ 1,059,000 | $ (10,476,000) | $ 3,474,000 | ||||
U.S. statutory tax rate | 34.00% | 34.00% | 34.00% | 34.00% | ||||
Latest Tax Year | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss and business tax credit carry forwards expiration date | At various dates through December 2036 | |||||||
Domestic Tax Authority | ||||||||
Income Taxes [Line Items] | ||||||||
Business tax credits carry forwards | $ 1,745,000 | |||||||
State | ||||||||
Income Taxes [Line Items] | ||||||||
Business tax credits carry forwards | 442,000 | |||||||
Intellectual Property | ||||||||
Income Taxes [Line Items] | ||||||||
Income tax (benefit) provision | $ (5,625,000) | |||||||
ASU No. 2016-09 | U S Federal And State Jurisdiction | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carry forwards | $ 5,300,000 | |||||||
Increase in valuation allowance | 5,300,000 | |||||||
Impact of adopting ASU 2016-09 on retained earnings | $ 0 | |||||||
United States | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carry forwards | 48,550,000 | |||||||
Germany | ||||||||
Income Taxes [Line Items] | ||||||||
Net operating loss carry forwards | $ 2,407,000 | € 2,287 |
Summary of Tax Returns Periods
Summary of Tax Returns Periods Subject to Examination by Federal, State and International Taxing Authorities (Detail) | 9 Months Ended |
Sep. 30, 2017 | |
United States | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,014 |
United States | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,016 |
Sweden | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,011 |
Sweden | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,016 |
Germany | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,016 |
NETHERLANDS | Earliest Tax Year [Member] | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,012 |
NETHERLANDS | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2,016 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | May 24, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Fair value of other assets | $ 0 | ||
Fair value of other liabilities | $ 0 | ||
Accrued liability contingent consideration | $ 6,119,000 | ||
2.125% Convertible Senior Notes due 2021 | |||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||
Principal amount | $ 115,000,000 | ||
Notes, due date | Jun. 1, 2021 | Jun. 1, 2021 | |
Notes, frequency of periodic payment | Semi-annually | ||
Notes, date of first required payment | Dec. 1, 2016 | ||
Total convertible senior notes | $ 98,231,000 | $ 95,272,000 | |
Fair value of convertible senior notes | $ 154,800,000 |
Rollforward of Fair Value of Co
Rollforward of Fair Value of Contingent Consideration (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2017USD ($) | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |
Balance at December 31, 2016 | $ 6,119 |
Payments | $ (6,119) |
Future Minimum Rental Commitmen
Future Minimum Rental Commitments under Company's Leases (Detail) $ in Thousands | Sep. 30, 2017USD ($) |
Operating Leased Assets [Line Items] | |
2017 (three months remaining) | $ 939 |
2,018 | 3,644 |
2,019 | 3,367 |
2,020 | 3,060 |
2,021 | 2,751 |
Thereafter | $ 2,319 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2017USD ($) | |
Principal Owner [Member] | |
Related Party Transaction [Line Items] | |
Rent expense | $ 134,000 |
Principal Owner [Member] | Minimum | |
Related Party Transaction [Line Items] | |
Non controlling ownership interest minimum | 10.00% |
Director [Member] | Spectrum Inc. | |
Related Party Transaction [Line Items] | |
Accrued expense related to director service | $ 95,000 |
Segment Reporting - Additional
Segment Reporting - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2017Segment | |
Segment Reporting Information [Line Items] | |
Number of operating segment | 1 |
Percentage of Revenue by Geogra
Percentage of Revenue by Geographic Area (Detail) - Geographic Concentration Risk - Total Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 100.00% | 100.00% | 100.00% | 100.00% |
United States | ||||
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 45.00% | 45.00% | 40.00% | 40.00% |
Sweden | ||||
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 15.00% | 23.00% | 23.00% | 29.00% |
United Kingdom | ||||
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 10.00% | 11.00% | 13.00% | 14.00% |
Other | ||||
Concentration Risk [Line Items] | ||||
Revenues, percentage by country | 30.00% | 21.00% | 24.00% | 17.00% |
Percentage of Revenue from Sign
Percentage of Revenue from Significant Customers (Detail) - Customer Concentration Risk - Sales Revenue | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
GE Healthcare | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue from significant customers as a percentage of total revenue | 17.00% | 23.00% | 24.00% | 29.00% |
MilliporeSigma | ||||
Revenue, Major Customer [Line Items] | ||||
Revenue from significant customers as a percentage of total revenue | 14.00% | 28.00% | 18.00% | 30.00% |
Percentage of Accounts Receivab
Percentage of Accounts Receivable by Significant Customers (Detail) - Customer Concentration Risk - Accounts Receivable | 9 Months Ended | 12 Months Ended |
Sep. 30, 2017 | Dec. 31, 2016 | |
GE Healthcare | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 20.00% | 26.00% |
MilliporeSigma | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 11.00% | 8.00% |