Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 03, 2019 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | REPLIGEN CORP | |
Entity Central Index Key | 0000730272 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Trading Symbol | RGEN | |
Entity Common Stock, Shares Outstanding | 47,225,369 | |
Emerging growth company | false | |
Smaller reporting company | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 196,135 | $ 193,822 |
Accounts receivable, less reserve for doubtful accounts of $226 and $227 at March 31, 2019 and December 31, 2018, respectively | 39,341 | 33,015 |
Royalties and other receivables | 21 | 136 |
Unbilled receivables | 2,602 | |
Inventories, net | 44,920 | 42,263 |
Prepaid expenses and other current assets | 3,660 | 3,901 |
Total current assets | 284,077 | 275,739 |
Property, plant and equipment, net | 34,526 | 32,180 |
Intangible assets, net | 132,648 | 135,438 |
Goodwill | 326,395 | 326,735 |
Deferred tax assets | 3,917 | 4,355 |
Operating lease right of use assets | 16,185 | |
Other assets | 173 | 174 |
Total assets | 797,921 | 774,621 |
Current liabilities: | ||
Accounts payable | 9,823 | 10,489 |
Operating lease liability | 3,100 | |
Accrued liabilities | 12,760 | 15,865 |
Convertible senior notes, current portion | 104,595 | 103,488 |
Total current liabilities | 130,278 | 129,842 |
Deferred tax liabilities | 25,097 | 25,086 |
Operating lease liability, long-term | 17,088 | |
Other liabilities, long-term | 433 | 4,125 |
Total liabilities | 172,896 | 159,053 |
Commitments and contingencies (Note 9) | ||
Stockholders' equity: | ||
Preferred stock, $.01 par value, 5,000,000 shares authorized, no shares issued or outstanding | ||
Common stock, $0.01 par value; 80,000,000 shares authorized; 44,073,998 shares at March 31, 2019 and 43,917,378 shares at December 31, 2018 issued and outstanding | 441 | 439 |
Additional paid-in capital | 645,883 | 642,590 |
Accumulated other comprehensive loss | (13,784) | (11,893) |
Accumulated deficit | (7,515) | (15,568) |
Total stockholders' equity | 625,025 | 615,568 |
Total liabilities and stockholders' equity | $ 797,921 | $ 774,621 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accounts receivable, reserve for doubtful accounts | $ 226 | $ 227 |
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 | 44,073,998 | 43,917,378 |
Common stock, shares outstanding | 44,073,998 | 43,917,378 |
CONSOLIDATED STATEMENTS OF COMP
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Revenue | $ 60,634 | $ 44,830 |
Costs and operating expenses: | ||
Cost of product revenue | 26,845 | 19,668 |
Research and development | 3,620 | 3,288 |
Selling, general and administrative | 18,998 | 15,898 |
Total costs and operating expenses | 49,463 | 38,854 |
Income from operations | 11,171 | 5,976 |
Other income (expenses): | ||
Investment income | 713 | 181 |
Interest expense | (1,726) | (1,652) |
Other income | 358 | 71 |
Other expenses, net | (655) | (1,400) |
Income before income taxes | 10,516 | 4,576 |
Income tax provision | 2,463 | 1,128 |
Net income | $ 8,053 | $ 3,448 |
Earnings per share: | ||
Basic | $ 0.18 | $ 0.08 |
Diluted | $ 0.17 | $ 0.08 |
Weighted average common shares outstanding: | ||
Basic | 43,968 | 43,621 |
Diluted | 46,279 | 44,327 |
Net income | $ 8,053 | $ 3,448 |
Other comprehensive income (loss): | ||
Foreign currency translation adjustment | (1,891) | 251 |
Comprehensive income | 6,162 | 3,699 |
Products | ||
Revenue: | ||
Revenue | 60,612 | 44,799 |
Royalty and Other Revenue | ||
Revenue: | ||
Revenue | $ 22 | $ 31 |
CONSOLIDATED STATEMENTS OF STOC
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Balance at Dec. 31, 2017 | $ 591,548 | $ 436 | $ 628,983 | $ (6,363) | $ (31,508) |
Balance (in shares) at Dec. 31, 2017 | 43,587,079 | ||||
Net income | 3,448 | 3,448 | |||
Issuance of common stock for debt conversion | |||||
Issuance of common stock for debt conversion (in shares) | 2 | ||||
Exercise of stock options and releases of restricted stock | 345 | $ 1 | 344 | ||
Exercise of stock options and releases of restricted stock (in shares) | 105,222 | ||||
Stock-based compensation expense | 2,268 | 2,268 | |||
Balance at Mar. 31, 2018 | 597,183 | $ 437 | 631,595 | (6,112) | (28,737) |
Balance (in shares) at Mar. 31, 2018 | 43,692,303 | ||||
Cumulative effect of accounting changes | (677) | (677) | |||
Translation adjustment | 251 | 251 | |||
Balance at Dec. 31, 2018 | 615,568 | $ 439 | 642,590 | (11,893) | (15,568) |
Balance (in shares) at Dec. 31, 2018 | 43,917,378 | ||||
Net income | 8,053 | 8,053 | |||
Exercise of stock options and releases of restricted stock | 44 | $ 2 | 42 | ||
Exercise of stock options and releases of restricted stock (in shares) | 156,620 | ||||
Stock-based compensation expense | 3,251 | 3,251 | |||
Balance at Mar. 31, 2019 | 625,025 | $ 441 | $ 645,883 | (13,784) | $ (7,515) |
Balance (in shares) at Mar. 31, 2019 | 44,073,998 | ||||
Translation adjustment | $ (1,891) | $ (1,891) |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Cash flows from operating activities: | ||
Net income | $ 8,053 | $ 3,448 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization | 4,213 | 3,960 |
Non-cash interest expense | 1,107 | 1,036 |
Stock-based compensation expense | 3,251 | 2,268 |
Deferred tax expense | 892 | 449 |
Other | 1 | |
Changes in operating assets and liabilities, excluding impact of acquisitions: | ||
Accounts receivable | (6,692) | (1,529) |
Royalties and other receivables | 112 | 127 |
Unbilled receivables | 2,602 | |
Inventories | (1,478) | (1,188) |
Prepaid expenses and other assets | 215 | (1,608) |
Operating lease right of use assets | 784 | |
Accounts payable | (570) | (1,550) |
Accrued expenses | (1,855) | (3,839) |
Increase Decrease in Operating Lease Liability | (840) | |
Long-term liabilities | (6) | (3) |
Total cash provided by operating activities | 9,788 | 1,572 |
Cash flows from investing activities: | ||
Additions to capitalized software costs | (1,740) | |
Purchases of property, plant and equipment | (2,088) | (1,564) |
Total cash used in investing activities | (3,828) | (1,564) |
Cash flows from financing activities: | ||
Exercise of stock options | 44 | 344 |
Repayment of senior convertible notes | (11) | |
Total cash provided by financing activities | 44 | 333 |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (3,691) | (224) |
Net increase in cash, cash equivalents and restricted cash | 2,313 | 117 |
Cash, cash equivalents and restricted cash, beginning of period | 193,822 | 173,759 |
Cash, cash equivalents and restricted cash, end of period | 196,135 | 173,876 |
Supplemental disclosure of cash flow information: | ||
Income taxes paid | $ 1,055 | 937 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Non-cash effect of adoption of ASU 2016-16 | $ 5,609 |
Basis of Presentation
Basis of Presentation | 3 Months Ended |
Mar. 31, 2019 | |
Basis of Presentation | 1. Basis of Presentation The 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 (“GAAP”) and pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”), for Quarterly Reports on Form 10-Q and Article 10 of Regulation S-X and do not include all of the information and footnote disclosures required by GAAP. These consolidated financial statements should be read in conjunction with the audited consolidated financial statements and accompanying notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Repligen Sweden AB, Repligen GmbH, Spectrum LifeSciences, LLC and its subsidiaries (“Spectrum,” acquired on August 1, 2017) and Repligen Singapore Pte. Ltd. All significant intercompany accounts and transactions have been eliminated in consolidation. In the opinion of management, the accompanying unaudited consolidated financial statements include all adjustments, consisting of only normal, recurring adjustments necessary for a fair presentation of the financial position, results of operations and cash flows. The results of operations for the interim periods presented are not necessarily indicative of results to be expected for the entire year. Recent Accounting Standards Updates We consider the applicability and impact of all Accounting Standards Updates on our consolidated financial statements. Updates not listed below were assessed and determined to be either not applicable or are expected to have minimal impact on our consolidated financial position or results of operations. Recently issued Accounting Standards Updates which we feel may be applicable to us are as follows: Recently Issued Accounting Standard Updates – Not Yet Adopted In August 2018, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. (“ASU”) 2018-13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement.” ASU 2018-13 includes amendments that aim to improve the effectiveness of fair value measurement disclosures. The amendments in this guidance modify the disclosure requirements on fair value measurements based on the concepts in FASB Concepts Statement, “Conceptual Framework for Financial Reporting—Chapter 8: Notes to Financial Statements , ” including the consideration of costs and benefits. The amendments become effective for the Company in the year ending December 31, 2020 and early adoption is permitted. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements. In August 2018, the FASB issued ASU 2018-15, “Intangibles – Goodwill and Other – Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract.” ASU 2018-15 aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software (and hosting arrangements that include an internal-use software license). The guidance also requires the entity to expense the capitalized implementation costs of a hosting arrangement that is a service contract over the term of the hosting arrangement, which includes reasonably certain renewals. The guidance becomes effective for the Company in the year ending December 31, 2020 and early adoption is permitted. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements. In November 2018, the FASB issued ASU 2018-18, “Collaborative Arrangements (Topic 808): Clarifying the Interaction between Topic 808 and Topic 606.” ASU 2018-18 clarifies the interaction between Topic 808, “Collaborative Arrangements,” and Topic 606, “Revenue from Contracts with Customers,” by making targeted improvements to GAAP for collaborative arrangements and providing guidance on whether certain transactions between collaborative arrangement participants should be accounted for with revenue under Topic 606. This includes improving comparability in the presentation of revenue for certain transactions between collaborative arrangement participants by allowing presentation of the units of account in collaborative arrangements that are within the scope of Topic 606 together with revenue accounted for under Topic 606. The guidance becomes effective for the Company in the year ending December 31, 2020 and early adoption is permitted. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements. Recently Issued Accounting Standard Updates – Adopted During the Period In February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” “Leases – Targeted Improvements (Topic 842),” “Leases”, $17.0 million and lease liabilities of $21.0 million, before considering deferred taxes. The lease liability is based on the present value of the remaining minimum lease payments, determined under ASC 840, discounted using our incremental borrowing rate at the effective date January 1, 2019. The difference between the ROU assets and the lease liabilities is due to approximately $4 million of unamortized lease incentives and deferred rent at the Company’s “Leases,” In February 2018, the FASB issued ASU 2018-02, “Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income,” which gives entities the option to reclassify to retained earnings tax effects related to items that have been stranded in accumulated other comprehensive income as a result of the Tax Cuts and Jobs Act (the “Act”). Entities can choose whether to apply the amendments retrospectively to each period in which the effect of the Act is recognized or to apply the amendments in the period of adoption. This guidance became effective for the Company in the first quarter of 2019 and had no impact on our consolidated financial statements. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2019 | |
Fair Value Measurements | 2. Fair Value Measurements 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. As of March 31, 2019 and December 31, 2018, cash and cash equivalents on the Company’s consolidated balance sheets included $122.3 million and $126.6 million, respectively, in a money market account. These funds are valued on a recurring basis using Level 1 inputs. In May 2016, the Company issued $115.0 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 March 31, 2019, the carrying value of the Notes was $104.6 million, net of unamortized discount, and the fair value of the Notes was $214.7 million. The fair value of the Notes is a Level 1 valuation and was determined based on the most recent trade activity of the Notes as of March 31, 2019. The Notes are discussed in more detail in Note 7, “Convertible Senior Notes” to these consolidated financial statements. There were no remeasurements to fair value during the three months ended March 31, 2019 of financial assets and liabilities that are not measured at fair value on a recurring basis. |
Revenue Recognition
Revenue Recognition | 3 Months Ended |
Mar. 31, 2019 | |
Revenue Recognition | 3. Revenue Recognition We generate revenue from the sale of bioprocessing products, equipment devices, and related consumables used with these equipment devices to customers in the life science and biopharmaceutical industries. Under ASC 606, “Revenue from Contracts with Customers,” Disaggregation of Revenue Revenues for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended March 31, Increase/ (Decrease) 2019 2018 $ Change % Change (Amounts in thousands) Product Revenue $ 60,612 $ 44,799 $ 15,813 35.3 % Royalty and other income 22 31 (9 ) (29.0 %) Total revenue $ 60,634 $ 44,830 $ 15,804 35.3 % When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. Because all of its revenues are from bioprocessing customers, there are no differences in the nature, timing and uncertainty of the Company’s revenues and cash flows from any of its product lines. However, given that the Company’s revenues are generated in different geographic regions, factors such as regulatory and geopolitical factors within those regions could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. In addition, a significant portion of the Company’s revenues are generated from two customers; therefore, economic factors specific to these two customers could impact the nature, timing and uncertainty of the Company’s revenues and cash flows. Disaggregated revenue from contracts with customers by geographic region can be found in Note 14, “Segment Reporting,” below. Revenue from significant customers is as follows: Three Months Ended March 31, 2019 2018 (Amounts in thousands) MilliporeSigma $ 9,407 $ 6,465 GE Healthcare $ 7,666 $ 7,717 Filtration Products The Company’s filtration products generate revenue through the sale of KrosFlo® hollow fiber (“HF”) TFF membranes and modules, ProConnex ® ™ The Company markets the KrosFlo line of HF cartridges and TFF systems and the ProConnex line of single-use flow path connectors which were acquired as part of the acquisition of Spectrum LifeSciences, LLC (the “Spectrum Acquisition”). These products are used in the filtration, isolation, purification and concentration of biologics and diagnostic products. Sales of large-scale systems generally include components and consumables as well as training and installation services at the request of the customer. Because the initial sale of components and consumables are necessary for the operation of the system, such items are combined with the systems as a single performance obligation. Training and installation services do not significantly modify or customize these systems and therefore represent a distinct performance obligation. The Company’s other filtration product offerings are not highly interdependent of one another and are therefore considered distinct products that represent separate performance obligations. Revenue on these products is generally recognized at a point in time upon transfer of control to the customer. The Company invoices the customer for the installation and training services in an amount that directly corresponds with the value to the customer of the Company’s performance to date; therefore, revenue recognized is based on the amount billable to the customer in accordance with the practical expedient under ASC 606-10-55-18. The Company also markets flat sheet TFF cassettes and hardware. TFF is a rapid and efficient method for separation and purification of biomolecules that is widely used in laboratory, process development and process scale applications in biopharmaceutical manufacturing. The Company’s single-use SIUS ™ The Company also markets the XCell ™ Chromatography Products The Company’s chromatography products include a number of products used in the downstream purification and quality control of biological drugs. The majority of chromatography revenue relates to the OPUS pre-packed chromatography column line and Protein A chromatography resins. OPUS columns typically consist of the outer hardware of the column with a resin as ordered by the customer packed inside of the column. OPUS columns may also be ordered without the packed resin. In either scenario, the OPUS column and resin are not interdependent of one another and are therefore considered distinct products that represent separate performance obligations. Chromatography product revenue is generally recognized at a point in time upon transfer of control to the customer. Protein Products The Company’s Protein product line generates revenue through the sale of Protein A ligands and growth factors. Protein A ligands are an essential component of Protein A chromatography resins (media) used in the purification of virtually all monoclonal antibody (“mAb”)-based drugs on the market or in development. The Company manufactures multiple forms of Protein A ligands under long-term supply agreements with major life sciences companies, who in turn sell their Protein A chromatography media to end users (biopharmaceutical manufacturers). The Company also manufactures growth factors for sale under long-term supply agreements with certain life sciences companies as well as direct sales to its customers. Each protein product is considered distinct and therefore represents a separate performance obligation. Protein product revenue is generally recognized at a point in time upon transfer of control to the customer. Other Products The Company’s other products include operating room products sold to hospitals. Other product revenue is generally recognized at a point in time upon transfer of control to the customer. Transaction Price Allocated to Future Performance Obligations Remaining performance obligations represents the transaction price of contracts for which work has not been performed or has been partially performed. The Company’s future performance obligations relate primarily to the installation and training of certain of its systems sold to customers. These performance obligations are completed within one year of receipt of a purchase order from its customers. Accordingly, the Company has elected to not disclose the value of these unsatisfied performance obligations as provided under ASC 606-10-50-14. Contract Balances from Contracts with Customers The following table provides information about receivables and deferred revenues from contracts with customers as of March 31, 2019 (amounts in thousands): 2019 Balances from contracts with customers only: Accounts receivable $ 39,341 Deferred revenue (included in accrued liabilities in the consolidated balance sheets) 1,287 Revenue recognized during the three-month period ending March 31, 2019 relating to: The beginning deferred revenue balance $ 878 Changes in pricing related to products or services satisfied in previous periods — The timing of revenue recognition, billings and cash collections results in the accounts receivables and deferred revenue balances on the Company’s consolidated balance sheets. There were no impairment losses on receivables during the three months ended March 31, 2019. A contract asset is created when the Company satisfies a performance obligation by transferring a promised good to the customer. Contract assets may represent conditional or unconditional rights to consideration. The right is conditional, and recorded as a contract asset, if the Company must first satisfy another performance obligation in the contract before it is entitled to payment from the customer. Contract assets are transferred to billed receivables once the right becomes unconditional. If the Company has the unconditional right to receive consideration from the customer, the contract asset is accounted for as a billed receivable and presented separately from other contract assets. A right is unconditional if nothing other than the passage of time is required before payment of that consideration is due. When consideration is received, or such consideration is unconditionally due, from a customer prior to transferring goods or services to the customer under the terms of a contract, a contract liability is recorded. Contract liabilities are recognized as revenue after control of the products or services is transferred to the customer and all revenue recognition criteria have been met. Costs to Obtain or Fulfill a Customer Contract The Company’s sales commission structure is based on achieving revenue targets. The commissions are driven by revenue derived from customer purchase orders which are short term in nature. Applying the practical expedient in paragraph 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. When shipping and handling costs are incurred after a customer obtains control of the products, the Company accounts for these as costs to fulfill the promise and not as a separate performance obligation. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases | 4. Leases On January 1 , 2019 , adopted ASC 842 using the optional transition method which allows entities to initially apply the lease accounting transition requirements at the adoption date and recognize a cumulative effect adjustment to the opening balance sheet of retained earnings in the period of adoption without restating comparative prior periods presented. recorded operating lease right of use assets of $17.0 million and operating lease liabilities of $21.0 million as of January 1 , 2019 . The difference between the right of use assets and the lease liabilities was due to $4.0 million of unamortized lease incentives and deferred rent at the Company’s Waltham and Marlborough facilities as of December 31 , 2018 . The Company is a lessee under leases of manufacturing facilities, office spaces, machinery, certain office equipment, vehicles and information technology equipment. A majority of the Company’s leases are operating leases with remaining lease terms between six months and 11 years. Finance leases are immaterial to our consolidated financial statements. The Company determines if an arrangement qualifies as a lease and what type of lease it is at inception. The Company elected the package of practical expedients permitted under the transition guidance within the new lease standard, which among other things, allowed it to continue to account for existing leases based on the historical lease classification. of 12 months or less from the balance sheet. Some of the lease agreements into include Company options to either extend and/or early terminate the lease, the costs of which are included in our operating lease liabilities to the extent that such options are reasonably certain of being exercised. Leases with renewal options allow the Company to extend the lease term typically between 1 and 5 years per option, some of its leases have multiple options to extend. When determining if a renewal option is reasonably certain of being exercised, the Company considers several economic factors, including but not limited to, the significance of leasehold improvements incurred on the property, whether the asset is difficult to replace, underlying contractual obligations, or specific characteristics unique to that particular lease that would make it reasonably certain that the Company would exercise such options. As of March 31 , 2019 , operating lease right of use assets were $16.2 million and operating lease liabilities were $20.2 million. Amounts related to financing leases were immaterial. The maturity of the Company’s operating lease liabilities as of March 31 , 2019 are as follows (amounts in thousands): Three Months Ended March 31, 2019 Lease Cost (Amounts in thousands) Operating lease cost $ 930 Variable operating lease cost 281 Lease cost $ 1,211 The following information represents supplemental disclosure for the consolidated statements of cash flows related to operating leases (amounts in thousands): Three Months Ended March 31, 2019 Operating cash flows from operating leases $ (985 ) Most of the leases do not provide implicit interest rates and therefore we determine the discount rate based on our incremental borrowing rate. The incremental borrowing rate for our leases is determined based on lease term and currency in which the lease payments are made. The weighted average remaining lease term and the weighted average discount rate used to measure our operating lease liabilities as of March 31, 2019 were: Weighted average remaining lease term (years) 7.39 Weighted average discount rate 4.62 % As previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, ASC 840, “Leases,” For the Years Ended December 31, Amount 2019 $ 4,021 2020 3,599 2021 3,263 2022 2,213 2023 1,316 2024 and thereafter 3,622 Minimum operating lease payments $ 18,034 |
Goodwill and Other Intangible A
Goodwill and Other Intangible Assets | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Other Intangible Assets | 5. Goodwill and Other Intangible Assets Goodwill Goodwill represents the difference between the purchase price and the estimated fair value of identifiable assets acquired and liabilities assumed. Goodwill acquired in a business combination and determined to have an indefinite useful life is not amortized, but instead is tested for impairment at least annually in accordance with ASC 350. The following table represents the change in the carrying value of goodwill for the three months ended March 31, 2019 (amounts in thousands): Balance as of December 31, 2018 $ 326,735 Cumulative translation adjustment (340 ) Balance as of March 31, 2019 $ 326,395 During each of the fourth quarters of 2018, 2017 and 2016, we completed our annual impairment assessments and concluded that goodwill was not impaired in any of those years. The Company has not identified any “triggering” events which indicate an impairment of goodwill in the three months ended March 31, 2019. Other Intangible Assets Intangible assets, except for the ATF tradename, are amortized over their useful lives using the estimated economic benefit method, as applicable, and the amortization expense is recorded within selling, general and administrative expense in the Company’s statements of comprehensive income. The Company reviews its indefinite-lived intangible assets not subject to amortization, including the ATF tradename, 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 March 31, 2019. Intangible assets, net consisted of the following at March 31, 2019: March 31, 2019 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 53,252 $ (6,625 ) $ 46,627 19 Patents 240 (240 ) — 8 Customer relationships 101,170 (18,253 ) 82,917 14 Trademarks 2,160 (188 ) 1,972 20 Other intangibles 1,059 (627 ) 432 3 Total finite-lived intangible assets 157,881 (25,933 ) 131,948 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,581 $ (25,933 ) $ 132,648 Intangible assets consisted of the following at December 31, 2018: December 31, 2018 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 53,315 $ (5,942 ) $ 47,373 19 Patents 240 (240 ) — 8 Customer relationships 101,460 (16,609 ) 84,851 14 Trademarks 2,160 (159 ) 2,001 20 Other intangibles 1,061 (548 ) 513 3 Total finite-lived intangible assets 158,236 (23,498 ) 134,738 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,936 $ (23,498 ) $ 135,438 Amortization expense for finite-lived intangible assets was $2.6 million and $2.7 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, the Company expects to record the following amortization expense (amounts in thousands): Estimated Amortization For the Three Months Ended March 31, Expense 2019 (remaining nine months) $ 7,851 2020 9,930 2021 9,453 2022 9,450 2023 9,451 2024 and thereafter 85,813 Total $ 131,948 |
Consolidated Balance Sheet Deta
Consolidated Balance Sheet Detail | 3 Months Ended |
Mar. 31, 2019 | |
Consolidated Balance Sheet Detail | 6. Consolidated Balance Sheet Detail Inventories, net Inventories, net consists of the following: As of March 31, December 31, 2019 2018 (Amounts in thousands) Raw materials $ 26,899 $ 24,937 Work-in-process 5,437 5,185 Finished products 12,584 12,141 Total inventories, net $ 44,920 $ 42,263 Property, Plant and Equipment Property, plant and equipment consist of the following: As of March 31, December 31, 2019 2018 (Amounts in thousands) Land $ 1,023 $ 1,023 Buildings 764 764 Leasehold improvements 22,782 16,259 Equipment 26,332 24,092 Furniture and fixtures 6,362 5,448 Construction in progress (1) 6,826 12,906 Other 50 — Total property, plant and equipment 64,139 60,492 Less - Accumulated depreciation (29,613 ) (28,312 ) Total property, plant and equipment, net $ 34,526 $ 32,180 (1) Construction in progress as of December 31, 2018 included $ 7.3 January 1, 2019, $ 2.1 2.1 Depreciation expenses totaled $1.6 million and $1.3 million for the three months ended March 31, 2019 and 2018, respectively. Accrued Liabilities Accrued liabilities consist of the following: As of March 31, December 31, 2019 2018 (Amounts in thousands) Employee compensation $ 6,329 $ 9,953 Taxes 1,155 1,024 Royalty and license fees 645 242 Accrued purchases 527 683 Warranties 600 546 Professional fees 941 942 Deferred revenue 1,287 1,290 Other 1,276 1,185 Total accrued liabilities $ 12,760 $ 15,865 |
Convertible Senior Notes
Convertible Senior Notes | 3 Months Ended |
Mar. 31, 2019 | |
Convertible Senior Notes | 7. Convertible Senior Notes The carrying value of the Company’s convertible senior notes is as follows: As of March 31, December 31, 2019 2018 (Amounts in thousands) 2.125% convertible senior notes due 2021: Principal amount $ 114,989 $ 114,989 Unamortized debt discount (8,840 ) (9,781 ) Unamortized debt issuance costs (1,554 ) (1,720 ) Total convertible senior notes $ 104,595 $ 103,488 On May 24, 2016, the Company issued $115.0 million aggregate principal amount of its Notes. The net proceeds from the sale of the Notes, after deducting the underwriting discounts and commissions and other related offering expenses, were $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 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. Notes with a par value of $11,000 were submitted for conversion in the fourth quarter of 2017, and this conversion was settled in the first quarter of 2018. The conversion resulted in the issuance of a nominal-amount of shares of the Company’s common stock, and the Company recorded a loss of $1,000 on the conversion of these Notes. We received notification that $17,000 par value notes were submitted for conversion in March 2019. We expect these conversions to settle in the second quarter of 2019. During the first quarter of 2019, the closing price of the Company’s common stock continued to exceed 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 second quarter of 2019, the quarter immediately following the quarter when the conditions were met, as stated in the terms of the Notes. These terms have been met each quarter since the second quarter of 2018 and, expecting to continue meeting these terms, the Company reclassified the carrying value of the Notes from long-term liabilities to current liabilities on the Company’s consolidated balance sheet as of June 30, 2018. As of March 31, 2019, the if-converted value of the Notes exceeded the aggregate principal amount by $99.7 million. As of the date of this filing, no Notes were converted by the holders of such Notes in the first quarter of 2019. As mentioned above, $17,000 par value notes were submitted for conversion at the end of the first quarter and the Company expects these conversions to be settled in the second quarter. In the event the closing price conditions are met in the second quarter of 2019 or a future fiscal quarter, the Notes will be convertible at a holder’s option during the immediately following fiscal quarter. 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 $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 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 March 31, 2019. 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 $96.3 million 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 capital, and represents the difference between the aggregate principal of the Notes and the fair value of the Notes without conversion option on their issuance date. The debt discount is amortized to interest expense using the effective interest method over five years, or the life of the Notes. The Company assesses the equity classification of the cash conversion feature quarterly, and it is not re-measured as long as it continues to meet the conditions for equity classification. Interest expense recognized on the Notes for the three months ended March 31, 2019 was $0.6 million, $0.9 million and $0.2 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. Interest expense recognized on the Notes during the three months ended March 31, 2018 included $0.6 million, $0.9 million and $0.2 million for the contractual coupon interest, the accretion of the debt discount and the amortization of the debt issuance costs, respectively. The effective interest rate on the Notes is 6.6%, which included the interest on the Notes, amortization of the debt discount and debt issuance costs. As of March 31, 2019, the carrying value of the Notes was $104.6 million and the fair value of the principal was $214.7 million. The fair value of the Notes was determined based on the most recent trade activity of the Notes as of March 31, 2019. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Stockholders' Equity | 8. Stockholders’ Equity Stock Option and Incentive Plans At our 2018 annual meeting of shareholders held on May 16, 2018, our shareholders approved the 2018 Stock Option and Incentive Plan (the “2018 Plan”). Under the 2018 Plan the number of shares of our common stock that are reserved and available for issuance is 2,778,000 plus the number of shares of common stock available for issuance under our Amended and Restated 2012 Stock Option and Incentive Plan (the “2012 Plan”). The shares of common stock underlying any awards under the 2018 Plan, 2012 Plan and the Second Amended and Restated 2001 Repligen Corporation Stock Plan (the “2001 Plan,” and together with the 2018 Plan and 2012 Plan, the “Plans”) that are forfeited, canceled or otherwise terminated (other than by exercise) shall be added back to the shares of stock available for issuance under the 2018 Plan. At March 31, 2019, 2,747,792 shares were available for future grant under the 2018 Plan. Stock-Based Compensation For the three months ended March 31, 2019 and 2018, the Company recorded stock-based compensation expense of $3.3 million and $2.3 million, respectively, for share-based awards granted under the Plans. The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: Three Months Ended March 31, 2019 2018 (Amounts in thousands) Cost of product revenue $ 324 $ 266 Research and development 321 170 Selling, general and administrative 2,606 1,832 Total stock-based compensation $ 3,251 $ 2,268 The 2018 Plan allows for the granting of incentive and nonqualified options to purchase shares of common stock, restricted stock and other equity awards. Employee grants under the Plans generally vest over a three- to five-year period, with 20%-33% vesting on the first anniversary of the date of grant and the remainder vesting in equal yearly installments thereafter. Nonqualified options issued to non-employee directors and consultants under the Plans generally vest over one year. In the first quarter of 2018, to create a longer-term retention incentive, the Company’s Compensation Committee granted long-term incentive compensation awards to its Chief Executive Officer consisting of both stock options and restricted stock units (“RSUs”) that are subject to time-based vesting over nine years. Options granted under the Plans have a maximum term of ten years from the date of grant and generally, the exercise price of the stock options equals the fair market value of the Company’s common stock on the date of grant. At March 31, 2019, options to purchase 1,027,831 shares and 680,549 RSUs were outstanding under the Plans. The Company uses the Black-Scholes option pricing model to calculate the fair value of stock option awards on the grant date, and the Company uses the value of the common stock as of the grant date to value RSUs. The Company measures stock-based compensation 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 employees related to the Spectrum Acquisition which were tied to the achievement of certain 2018 revenue and gross margin metrics and the passage of time. Additionally, in the first quarter of 2018, the Company issued performance stock units to certain individuals which are tied to the achievement of certain 2018 revenue metrics and the passage of time. The Company recognizes expense on performance-based awards over the vesting period based on the probability that the performance metrics will be achieved. The Company recognizes stock-based compensation expense for options that are ultimately expected to vest, and accordingly, such compensation expense has been adjusted for estimated forfeitures. Information regarding option activity for the three months ended March 31, 2019 under the Plans is summarized below: Shares Weighted average exercise price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Options outstanding at December 31, 2018 998,226 $ 27.54 Granted 31,498 $ 59.52 Exercised (1,893 ) $ 22.35 Forfeited/expired/cancelled — $ — Options outstanding at March 31, 2019 1,027,831 $ 28.53 7.04 $ 31,469 Options exercisable at March 31, 2019 540,600 $ 21.66 5.54 $ 20,231 Vested and expected to vest at March 31, 2019 (1) 985,138 6.96 $ 30,511 (1) Represents the number of vested options as of March 31, 2019 plus the number of unvested options expected to vest as of March 31, 2019 based on the unvested outstanding options at March 31, 2019 adjusted for estimated forfeiture rates of 8 3 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (the difference between the closing price of the common stock on March 29, 2019, the last business day of the first quarter of 2019, of $59.08 per share and the exercise price of each in-the-money option) that would have been received by the option holders had all option holders exercised their options on March 31, 2019. The aggregate intrinsic value of stock options exercised during the three months ended March 31, 2019 and 2018 was $0.1 million and $0.2 million, respectively. The weighted average grant date fair value of options granted during the three months ended March 31, 2019 and 2018 was $30.21 and $18.27, respectively. The total fair value of stock options that vested during the three months ended March 31, 2019 and 2018 was $2.2 million and $1.3 million, respectively. Information regarding RSU activity for the three months ended March 31, 2019 under the Plans is summarized below: Shares Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Unvested at December 31, 2018 705,413 Awarded 147,474 Vested (154,837 ) Forfeited/expired/cancelled (17,501 ) Unvested at March 31, 2019 680,549 3.88 $ 40,207 Vested and expected to vest at March 31, 2019 (1) 622,851 3.54 $ 36,798 (1) Represents the number of vested RSUs units as of March 31, 2019 plus the number of unvested RSUs expected to vest as of March 31, 2019 based on the unvested outstanding RSUs at March 31, 2019 adjusted for estimated forfeiture rates of 8 3 The aggregate intrinsic value in the table above represents the total pre-tax intrinsic value (equal to the closing price of the common stock on March 29, 2019, the last business day of the first quarter of 2019, of $59.08 per share, as RSUs do not have an exercise price) that would have been received by the RSU holders had all holders exercised on March 31, 2019. The aggregate intrinsic value of RSUs vested during the three months ended March 31, 2019 and 2018 was $9.5 million and $3.2 million, respectively. The weighted average grant date fair value of RSUs vested during the three months ended March 31, 2019 and 2018 was $31.79 and $33.80, respectively. The total fair value of RSUs that vested during the three months ended March 31, 2019 and 2018 was $4.9 million and $2.6 million, respectively. As of March 31, 2019, there was $33.2 million of total unrecognized compensation cost related to unvested share-based awards. This cost is expected to be recognized over a weighted average remaining requisite service period of 4.29 years. The Company expects 1,067,389 unvested options and RSUs to vest over the next five years. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies | 9. Commitments and Contingencies Lease Commitments In January 2018, the Company entered into a lease agreement to rent a 63,761 square foot manufacturing facility in Marlborough, Massachusetts. This facility is currently being transitioned to take over production of SIUS TFF from our Shrewsbury, Massachusetts facility. We expect this transition to be fully completed by September 30, 2019 and have extended the lease for the Shrewsbury facility until that time. The lease on the Marlborough facility expires on November 30, 2028 and the total obligations related to this lease are included in the table below. In 2017, as a result of the Spectrum Acquisition, the Company retained the obligation related to manufacturing space in Rancho Dominguez, California, which original lease expires on July 15, 2020. The space is an approximately 54,000 square foot manufacturing facility which includes manufacturing, quality control and inventory areas as well as clean room suites. This space was expanded by approximately 15,000 square feet in November 2018 when the Company leased space in an adjacent building. This additional lease expires on November 30, 2025. The lease related to the 54,000 square foot facility includes three, five-year options to extend through July 2035. The Company has not executed these renewal options. In March 2014, the Company entered into an amendment of its existing lease agreement to expand the rented space from approximately 56,000 to approximately 76,000 square feet at 41 Seyon Street, Waltham, Massachusetts. Pursuant to the terms of the amended lease, Repligen leased an additional 19,900 square feet for a period of eight years and one month, commencing on August 1, 2014. The amended lease provides for additional rent expense of $0.4 million on an annualized basis. The amended lease also required an increase to a letter of credit from $0.2 million to $0.5 million and continues to require the Company to pay a proportionate share of certain of the landlord’s annual operating costs and real estate taxes. In 2017, the issuing bank no longer required collateral to secure the letter of credit; as a result, the Company released the funds from restricted cash. The Company leases four adjacent buildings in Lund, Sweden totaling approximately 45,000 square feet of space used primarily for biologics manufacturing and administrative operations. The lease was renewed during 2016 and expires on December 31, 2021. Licensing and Research Agreements The Company licenses certain technologies that are, or may be, incorporated into its technology under several agreements and also has entered into several clinical research agreements which require the Company to fund certain research projects. Generally, the license agreements require the Company to pay annual maintenance fees and royalties on product sales once a product has been established using the technologies. Research and development expenses associated with license agreements were immaterial amounts for the three months ended March 31, 2019 and 2018. In September 2018, we entered into a collaboration agreement with Sartorius Stedim Biotech, a leading international supplier for the biopharmaceutical industry, to integrate XCell ™ ® In June 2018, we secured an agreement with Navigo for the exclusive co-development of multiple affinity ligands for which Repligen holds commercialization rights. We are manufacturing and have agreed to supply the first of these ligands, NGL-Impact ™ |
Accumulated Other Comprehensive
Accumulated Other Comprehensive Loss | 3 Months Ended |
Mar. 31, 2019 | |
Accumulated Other Comprehensive Loss | 10. Accumulated Other Comprehensive Loss The following shows the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2019 which consisted of only foreign currency translation adjustments for the periods shown (amounts in thousands): Foreign Currency Translation Adjustment Balance as of December 31, 2018 $ (11,893 ) Other comprehensive loss (1,891 ) Balance as of March 31, 2019 $ (13,784 ) |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Taxes | 11. Income Taxes The Company’s effective tax rate for the three months ended March 31, 2019 was 23.4 24.7 ASU 2016-16, “Intra-Entity Transfers of Assets Other Than Inventory,” requires the income tax consequences of intra-entity transfers of assets other than inventory to be recognized when the intra-entity transfer occurs rather than deferring recognition of income tax consequences until the transfer was made with an outside party. The Company adopted the provisions of this ASU in the first quarter of 2018. The adoption resulted in a decrease of $5.7 million to other assets, a decrease of $5.0 million to deferred tax liabilities and a decrease of $0.7 million to accumulated deficit at January 1, 2018. At December 31, 2018, the Company had federal business tax credit carryforwards of $2.8 million and state business tax credit carryforwards of $0.4 million available to reduce future domestic income taxes, if any. The business tax credits carryforwards will expire at various dates through December 2038. The net operating loss and business tax credit carryforwards are subject to review and possible adjustment by the Internal Revenue Service and may be limited in the event of certain changes in the ownership interest of significant stockholders. On December 22, 2017, President Trump signed into law the Act. The Act made significant changes to federal tax law, including, but not limited to, a reduction in the federal income tax rate from 35% to 21%, taxation of certain global intangible low-taxed income, allowing for immediate expensing of qualified assets, stricter limits on deductions for interest and certain executive compensation, and a one-time transition tax on previously deferred earnings of certain foreign subsidiaries. In December 2017, the SEC staff issued Staff Accounting Bulletin No. 118 to address the application of GAAP in situations when a registrant does not have the necessary information available, prepared, or analyzed (including computations) in reasonable detail to complete the accounting for certain income tax effects of H.R.1. The Company recognized the provisional tax impacts related to deemed repatriated earnings and the revaluation of deferred tax assets and liabilities and included these amounts in its consolidated financial statements for the year ended December 31, 2017. During 2018, final adjustments noted below were made to the provisional amounts recorded during 2017, and the Company completed its accounting for various tax impacts of the Act. The Act lowered the Company’s U.S. statutory federal tax rate from 35% to 21% effective January 1, 2018. The Company recorded a tax benefit of $12.8 million in the year ended December 31, 2017 for the reduction in its US deferred tax assets and liabilities resulting from the rate change. The accounting for this item is complete and no adjustments were made to this amount during 2018. The Act included a one-time deemed repatriation transition tax whereby entities that are shareholders of a specified foreign corporation must include in gross income the undistributed and previously untaxed post-1986 earnings and profits of the specified foreign corporation. The Company’s provisional amount recorded at December 31, 2017 increased its tax provision by $3.3 million. The Company is subject to a territorial tax system under the Act, in which the Company is required to provide for tax on GILTI earned by certain foreign subsidiaries. The Company has adopted an accounting policy to provide for the tax expense related to GILTI in the year the tax is incurred as a period expense. The Company’s tax returns are subject to examination by federal, state and international tax authorities for the following periods: Jurisdiction Fiscal Years Subject to Examination United States - federal and state 2015-2018 Sweden 2012-2018 Germany 2017-2018 Netherlands 2012-2018 |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2019 | |
Earnings Per Share | 12. Earnings Per Share The Company reports earnings per share in accordance with ASC 260, “Earnings Per Share,” which establishes standards for computing and presenting earnings per share. Basic earnings per share is computed by dividing net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed by dividing net income available to common shareholders by the weighted-average number of common shares and dilutive common share equivalents then outstanding. Potential common share equivalents consist of restricted stock awards and the incremental common shares issuable upon the exercise of stock options. Under the treasury stock method, unexercised “in-the-money” stock options and warrants are assumed to be exercised at the beginning of the period or at issuance, if later. The assumed proceeds are then used to purchase common shares at the average market price during the period. Share-based payment awards that entitle their holders to receive non-forfeitable dividends before vesting are considered participating securities and are considered in the calculation of basic and diluted earnings per share. There were no such participating securities outstanding during the three-month periods ended March 31, 2019 and 2018. Basic and diluted weighted average shares outstanding were as follows: Three Months Ended March 31, 2019 2018 (Amounts in thousands, except per share data) Net income $ 8,053 $ 3,448 Weighted average shares used in computing net income per share - basic 43,968 43,621 Effect of dilutive shares: Stock options and restricted stock awards 725 390 Convertible senior notes 1,586 316 Dilutive potential common shares 2,311 706 Weighted average shares used in computing net income per share - diluted 46,279 44,327 Earnings per share: Basic $ 0.18 $ 0.08 Diluted $ 0.17 $ 0.08 At March 31, 2019, there were outstanding options to purchase 1,027,831 shares of the Company’s common stock at a weighted average exercise price of $28.53 per share and 680,549 shares of common stock issuable upon the vesting of RSUs. For the three months ended March 31, 2019, 210,388 shares of the Company’s common stock were excluded from the calculation of diluted earnings per share because the exercise prices of the stock options were greater than or equal to the average price of the common shares and were therefore anti-dilutive. At March 31, 2018, there were outstanding options to purchase 1,109,353 shares of the Company’s common stock at a weighted average exercise price of $25.34 per share and 703,076 shares issuable upon the vesting of RSUs. For the three months ended March 31, 2018, 593,874 As provided by the terms of the indenture underlying the senior convertible notes (the “Convertible Notes”), the Company has a choice to settle the conversion obligation for the Convertible Notes in cash, shares or any combination of the two. The Company currently intends to settle the par value of the Convertible Notes in cash and any excess conversion premium in shares. The Company applies the provisions of ASC 260, “Earnings Per Share”, Subsection 10-45-44, to determine the diluted weighted average shares outstanding as it relates to the conversion spread on its Convertible Notes. Accordingly, the par value of the Convertible Notes is not included in the calculation of diluted income per share, but the dilutive effect of the conversion premium is considered in the calculation of diluted net income per share using the treasury stock method. The dilutive impact of the Convertible Notes is based on the difference between the Company’s current period average stock price and the conversion price of the Convertible Notes, provided there is a premium. Pursuant to this accounting standard, there is no dilution from the accreted principal of the Convertible Notes for the periods shown. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2019 | |
Related Party Transactions | 13. Related Party Transactions Certain facilities leased by Spectrum LifeSciences, LLC (“Spectrum”) are owned by the former owner of Spectrum. This former owner 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 $0.2 million for the three months ended March 31, 2019 related to these leases. As part of the Spectrum Acquisition, the Company was responsible for filing all tax returns for Spectrum for the period from January 1, 2017 through July 31, 2017, the day before the Spectrum Acquisition. The Company was responsible for collecting any tax refunds from federal and state authorities and remitting these refunds to the former shareholders of Spectrum, including the former owner of Spectrum who currently holds greater than 10% of the Company’s outstanding common stock. During 2018, the Company collected $1.7 million of these tax refunds, which the Company paid to the Spectrum shareholders during the fourth quarter of 2018, net of $0.2 million of expenses paid by the Company on behalf of Spectrum for tax preparation and other fees. |
Segment Reporting
Segment Reporting | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting | 14. 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 sole operating segment. The following table represents product revenues by product line: Three Months Ended March 31, Increase/ (Decrease) 2019 2018 $ Change % Change (Amounts in thousands) Chromatography products $ 13,890 $ 10,583 $ 3,307 31.2 % Filtration products 28,882 19,793 9,089 45.9 % Protein products 16,653 13,586 3,067 22.6 % Other 1,187 837 350 41.8 % Total product revenue $ 60,612 $ 44,799 $ 15,813 35.3 % Revenue from protein products includes our Protein A ligands and cell culture growth factors. Revenue from filtration products includes our XCell ATF Systems and consumables as well as our KrosFlo and SIUS filtration products. Revenue from chromatography products includes our OPUS and OPUS PD chromatography columns, chromatography resins and ELISA test kits. Other revenue primarily consists of revenue from the sale of operating room products to hospitals as well as freight revenue. The following table represents the Company’s total revenue by geographic area (based on the location of the customer): Three Months Ended March 31, 2019 2018 Revenue by customers’ geographic locations: North America 47 % 45 % Europe 40 % 43 % APAC 13 % 11 % Other 0 % 1 % Total revenue 100 % 100 % Concentrations of Credit Risk and Significant Customers Financial instruments that subject the Company to significant concentrations of credit risk primarily consist of cash and cash equivalents, marketable securities and accounts receivable. Per the Company’s investment policy, cash equivalents and marketable securities are invested in financial instruments with high credit ratings and credit exposure to any one issue, issuer (with the exception of U.S. treasury obligations) and type of instrument is limited. At March 31, 2019 and December 31, 2018, the Company had no investments associated with foreign exchange contracts, options contracts or other foreign hedging arrangements. Concentration of credit risk with respect to accounts receivable is limited to customers to whom the Company makes significant sales. While a reserve for the potential write-off of accounts receivable is maintained, the Company has not written off any significant accounts to date. To control credit risk, the Company performs regular credit evaluations of its customers’ financial condition. Revenue from significant customers as a percentage of the Company’s total revenue is as follows: Three Months Ended March 31, 2019 2018 MilliporeSigma 16 % 17 % GE Healthcare 13 % 14 % Significant accounts receivable balances as a percentage of the Company’s total trade accounts receivable are as follows: March 31, December 31, 2019 2018 GE Healthcare 15 % 17 % MilliporeSigma * 11 % * MilliporeSigma’s percentage of the Company’s total trade accounts receivable at March 31, 2019 did not exceed 10 |
Subsequent Event
Subsequent Event | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Event | 15. Subsequent Event Acquisition of C Technologies, Inc. On April 25 , 2019 , the Company entered into a Stock Purchase Agreement (“Purchase Agreement”) with C Technologies, Inc. (“C Technologies”), a New Jersey corporation, and Craig Harrison, an individual and sole stockholder of C Technologies. C Technologies, which is headquartered in Bridgewater, New Jersey, designs and manufactures solutions for the biopharmaceutical industry. Specifically, it has developed a unique way to perform UV/Vis analysis using spectroscopy technology. By leveraging the advantages of this technique, C Technologies has been able to create a platform by which its customers can now make off-line concentration measurements of their drug substance, at various points in the manufacturing process. This testing can be performed now by manufacturing personnel, quality control and formulation laboratories within biopharma. After becoming an accepted standard in the industry, C Technologies launched an in-line version of the instrument called FlowVPE which over the next few years will allow manufacturing and production facilities to measure protein concentration in line eliminating the need to send samples to quality control labs for testing. Consideration Transferred The Company for the C Technologies Acquisition as a purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets of C Technologies will be recorded as of the acquisition date, at their respective fair values, and consolidated with those of the Company. The fair value of net assets acquired approximately $240.3 million. The estimated consideration and preliminary purchase price information has been prepared using a preliminary valuation. An updated purchase price valuation and allocation will be completed in the second quarter of 2019 . 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 believes to be reasonable. However, actual results may differ from these estimates. Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 192,335 Equity consideration 48,000 Plus: estimated working capital adjustment — Fair value of net assets acquired $ 240,335 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 approximately $1 million in transaction costs related to the C Technologies Acquisition the three months ended March 31 , 2019 . The transaction costs are included in selling, general and administrative expenses in the consolidated statements of comprehensive income. Fair Value of Net Assets Acquired The allocation of purchase price is based on the fair value of assets acquired and liabilities based on the preliminary valuation. The components and allocation of the purchase price consists of the following amounts (amounts in thousands): Cash and cash equivalents $ 7,693 Restricted cash 26,928 Accounts receivable 3,302 Inventory 2,976 Prepaid expenses and other current assets 31 Fixed assets 44 Customer relationships 57,390 Developed technology 28,390 Trademark and tradename 1,560 Non-competition agreements 520 Other assets 17 Goodwill 142,458 Accounts payable (345 ) Accrued liabilities (29,282 ) Deferred revenue (1,176 ) Deferred tax liability (171 ) Fair value of net assets acquired $ 240,335 The preliminary purchase price allocation is subject to adjustment as purchase accounting is finalized. The final purchase price allocation will be determined upon completion of final valuation analysis, and the fair value allocation of assets acquired and liabilities assumed could differ materially from the preliminary valuation analysis. The final allocation may include, but not be limited to, changes in the fair value of property, plant and equipment and changes in allocation to intangible assets and goodwill, as well as changes in the values of other assets and liabilities. Public Offering of Common Stock On May 3, 2019, the Company completed a public offering in which 3,144,531 shares of its common stock, which includes the underwriters’ exercise in full of an option to purchase up to an additional 410,156 shares, were sold to the public at a price of $64.00 per share. The total proceeds received by the Company from this offering, net of underwriting discounts and commissions, totaled approximately $190.2 million. |
Revenue Recognition (Tables)
Revenue Recognition (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disaggregation of Revenue | Revenues for the three months ended March 31, 2019 and 2018 were as follows: Three Months Ended March 31, Increase/ (Decrease) 2019 2018 $ Change % Change (Amounts in thousands) Product Revenue $ 60,612 $ 44,799 $ 15,813 35.3 % Royalty and other income 22 31 (9 ) (29.0 %) Total revenue $ 60,634 $ 44,830 $ 15,804 35.3 % |
Revenue from Significant Customers | Revenue from significant customers is as follows: Three Months Ended March 31, 2019 2018 (Amounts in thousands) MilliporeSigma $ 9,407 $ 6,465 GE Healthcare $ 7,666 $ 7,717 |
Summary of Receivables and Deferred Revenue from Contracts with Customers | The following table provides information about receivables and deferred revenues from contracts with customers as of March 31, 2019 (amounts in thousands): 2019 Balances from contracts with customers only: Accounts receivable $ 39,341 Deferred revenue (included in accrued liabilities in the consolidated balance sheets) 1,287 Revenue recognized during the three-month period ending March 31, 2019 relating to: The beginning deferred revenue balance $ 878 Changes in pricing related to products or services satisfied in previous periods — |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Maturities of lease liabilities | Amounts related to financing leases were immaterial. The maturity of the Company’s operating lease liabilities as of March 31 , 2019 are as follows (amounts in thousands): Fiscal Year Amount 2019 (remaining nine months) $ 2,949 2020 4,035 2021 3,938 2022 3,006 2023 2,038 2024 and thereafter 8,332 Total future minimum lease payments 24,298 Less amount of lease payment representing interest 4,110 Total operating lease liabilities $ 20,188 |
Lease, Cost | For the three months ended March 31, 2019, total lease cost is comprised of the following: Three Months Ended March 31, 2019 Lease Cost (Amounts in thousands) Operating lease cost $ 930 Variable operating lease cost 281 Lease cost $ 1,211 |
Schedule Of Supplemental Disclosure Of Cash Flows Related To Operating Leases | The following information represents supplemental disclosure for the consolidated statements of cash flows related to operating leases (amounts in thousands): Three Months Ended March 31, 2019 Operating cash flows from operating leases $ (985 ) |
Schedule Of Discount Rate And Lease Term Used In Calculating Lease Liabilities And Assets | The weighted average remaining lease term and the weighted average discount rate used to measure our operating lease liabilities as of March 31, 2019 were: Weighted average remaining lease term (years) 7.39 Weighted average discount rate 4.62 % |
Prior Accounting Standard [Member] | |
Schedule of Future Minimum Rental Payments for Operating Leases | As previously disclosed in the Company’s 2018 Annual Report on Form 10-K and under the previous lease accounting standard, ASC 840, “Leases,” For the Years Ended December 31, Amount 2019 $ 4,021 2020 3,599 2021 3,263 2022 2,213 2023 1,316 2024 and thereafter 3,622 Minimum operating lease payments $ 18,034 |
Goodwill and Other Intangible_2
Goodwill and Other Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Changes in Carrying Value of Goodwill | The following table represents the change in the carrying value of goodwill for the three months ended March 31, 2019 (amounts in thousands): Balance as of December 31, 2018 $ 326,735 Cumulative translation adjustment (340 ) Balance as of March 31, 2019 $ 326,395 |
Intangible assets | Intangible assets, net consisted of the following at March 31, 2019: March 31, 2019 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 53,252 $ (6,625 ) $ 46,627 19 Patents 240 (240 ) — 8 Customer relationships 101,170 (18,253 ) 82,917 14 Trademarks 2,160 (188 ) 1,972 20 Other intangibles 1,059 (627 ) 432 3 Total finite-lived intangible assets 157,881 (25,933 ) 131,948 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,581 $ (25,933 ) $ 132,648 Intangible assets consisted of the following at December 31, 2018: December 31, 2018 Gross Carrying Value Accumulated Amortization Net Carrying Value Weighted Average Useful Life (in years) (Amounts in thousands) Finite-lived intangible assets: Technology - developed $ 53,315 $ (5,942 ) $ 47,373 19 Patents 240 (240 ) — 8 Customer relationships 101,460 (16,609 ) 84,851 14 Trademarks 2,160 (159 ) 2,001 20 Other intangibles 1,061 (548 ) 513 3 Total finite-lived intangible assets 158,236 (23,498 ) 134,738 16 Indefinite-lived intangible asset: Trademarks 700 — 700 — Total intangible assets $ 158,936 $ (23,498 ) $ 135,438 |
Schedule of Amortization Expense for Amortized Intangible Assets | As of March 31, 2019, the Company expects to record the following amortization expense (amounts in thousands): Estimated Amortization For the Three Months Ended March 31, Expense 2019 (remaining nine months) $ 7,851 2020 9,930 2021 9,453 2022 9,450 2023 9,451 2024 and thereafter 85,813 Total $ 131,948 |
Consolidated Balance Sheet De_2
Consolidated Balance Sheet Detail (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Inventories | Inventories, net consists of the following: As of March 31, December 31, 2019 2018 (Amounts in thousands) Raw materials $ 26,899 $ 24,937 Work-in-process 5,437 5,185 Finished products 12,584 12,141 Total inventories, net $ 44,920 $ 42,263 |
Property, Plant and Equipment | Property, plant and equipment consist of the following: As of March 31, December 31, 2019 2018 (Amounts in thousands) Land $ 1,023 $ 1,023 Buildings 764 764 Leasehold improvements 22,782 16,259 Equipment 26,332 24,092 Furniture and fixtures 6,362 5,448 Construction in progress (1) 6,826 12,906 Other 50 — Total property, plant and equipment 64,139 60,492 Less - Accumulated depreciation (29,613 ) (28,312 ) Total property, plant and equipment, net $ 34,526 $ 32,180 (1) Construction in progress as of December 31, 2018 included $ 7.3 January 1, 2019, $ 2.1 2.1 |
Accrued Liabilities | Accrued liabilities consist of the following: As of March 31, December 31, 2019 2018 (Amounts in thousands) Employee compensation $ 6,329 $ 9,953 Taxes 1,155 1,024 Royalty and license fees 645 242 Accrued purchases 527 683 Warranties 600 546 Professional fees 941 942 Deferred revenue 1,287 1,290 Other 1,276 1,185 Total accrued liabilities $ 12,760 $ 15,865 |
Convertible Senior Notes (Table
Convertible Senior Notes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Carrying Value of Convertible Senior Notes | The carrying value of the Company’s convertible senior notes is as follows: As of March 31, December 31, 2019 2018 (Amounts in thousands) 2.125% convertible senior notes due 2021: Principal amount $ 114,989 $ 114,989 Unamortized debt discount (8,840 ) (9,781 ) Unamortized debt issuance costs (1,554 ) (1,720 ) Total convertible senior notes $ 104,595 $ 103,488 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Stock-Based Compensation Expense | The following table presents stock-based compensation expense in the Company’s consolidated statements of comprehensive income: Three Months Ended March 31, 2019 2018 (Amounts in thousands) Cost of product revenue $ 324 $ 266 Research and development 321 170 Selling, general and administrative 2,606 1,832 Total stock-based compensation $ 3,251 $ 2,268 |
Estimated Weighted Average Assumptions | Information regarding option activity for the three months ended March 31, 2019 under the Plans is summarized below: Shares Weighted average exercise price Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Options outstanding at December 31, 2018 998,226 $ 27.54 Granted 31,498 $ 59.52 Exercised (1,893 ) $ 22.35 Forfeited/expired/cancelled — $ — Options outstanding at March 31, 2019 1,027,831 $ 28.53 7.04 $ 31,469 Options exercisable at March 31, 2019 540,600 $ 21.66 5.54 $ 20,231 Vested and expected to vest at March 31, 2019 (1) 985,138 6.96 $ 30,511 (1) Represents the number of vested options as of March 31, 2019 plus the number of unvested options expected to vest as of March 31, 2019 based on the unvested outstanding options at March 31, 2019 adjusted for estimated forfeiture rates of 8 3 |
Summary of Restricted Stock Unit Activity | Information regarding RSU activity for the three months ended March 31, 2019 under the Plans is summarized below: Shares Weighted- Average Remaining Contractual Term (in Years) Aggregate Intrinsic Value (in Thousands) Unvested at December 31, 2018 705,413 Awarded 147,474 Vested (154,837 ) Forfeited/expired/cancelled (17,501 ) Unvested at March 31, 2019 680,549 3.88 $ 40,207 Vested and expected to vest at March 31, 2019 (1) 622,851 3.54 $ 36,798 (1) Represents the number of vested RSUs units as of March 31, 2019 plus the number of unvested RSUs expected to vest as of March 31, 2019 based on the unvested outstanding RSUs at March 31, 2019 adjusted for estimated forfeiture rates of 8 3 |
Accumulated Other Comprehensi_2
Accumulated Other Comprehensive Loss (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Changes in Accumulated Other Comprehensive Income | The following shows the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2019 which consisted of only foreign currency translation adjustments for the periods shown (amounts in thousands): Foreign Currency Translation Adjustment Balance as of December 31, 2018 $ (11,893 ) Other comprehensive loss (1,891 ) Balance as of March 31, 2019 $ (13,784 ) |
Income Taxes (Tables)
Income Taxes (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 tax authorities for the following periods: Jurisdiction Fiscal Years Subject to Examination United States - federal and state 2015-2018 Sweden 2012-2018 Germany 2017-2018 Netherlands 2012-2018 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Basic and Diluted Weighted Average Shares Outstanding | Basic and diluted weighted average shares outstanding were as follows: Three Months Ended March 31, 2019 2018 (Amounts in thousands, except per share data) Net income $ 8,053 $ 3,448 Weighted average shares used in computing net income per share - basic 43,968 43,621 Effect of dilutive shares: Stock options and restricted stock awards 725 390 Convertible senior notes 1,586 316 Dilutive potential common shares 2,311 706 Weighted average shares used in computing net income per share - diluted 46,279 44,327 Earnings per share: Basic $ 0.18 $ 0.08 Diluted $ 0.17 $ 0.08 |
Segment Reporting (Tables)
Segment Reporting (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Product Revenues by Product Line | The following table represents product revenues by product line: Three Months Ended March 31, Increase/ (Decrease) 2019 2018 $ Change % Change (Amounts in thousands) Chromatography products $ 13,890 $ 10,583 $ 3,307 31.2 % Filtration products 28,882 19,793 9,089 45.9 % Protein products 16,653 13,586 3,067 22.6 % Other 1,187 837 350 41.8 % Total product revenue $ 60,612 $ 44,799 $ 15,813 35.3 % |
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 March 31, 2019 2018 MilliporeSigma 16 % 17 % GE Healthcare 13 % 14 % |
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 March 31, 2019 2018 Revenue by customers’ geographic locations: North America 47 % 45 % Europe 40 % 43 % APAC 13 % 11 % Other 0 % 1 % Total revenue 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: March 31, December 31, 2019 2018 GE Healthcare 15 % 17 % MilliporeSigma * 11 % * MilliporeSigma’s percentage of the Company’s total trade accounts receivable at March 31, 2019 did not exceed 10 |
Subsequent Event (Tables)
Subsequent Event (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Subsequent Events [Abstract] | |
Schedule of Business Combination Consideration Transferred | Total consideration transferred is as follows (amounts in thousands): Cash consideration $ 192,335 Equity consideration 48,000 Plus: estimated working capital adjustment — Fair value of net assets acquired $ 240,335 |
Schedule of Recognized Identified Assets Acquired and Liabilities Assumed | The allocation of purchase price is based on the fair value of assets acquired and liabilities based on the preliminary valuation. The components and allocation of the purchase price consists of the following amounts (amounts in thousands): Cash and cash equivalents $ 7,693 Restricted cash 26,928 Accounts receivable 3,302 Inventory 2,976 Prepaid expenses and other current assets 31 Fixed assets 44 Customer relationships 57,390 Developed technology 28,390 Trademark and tradename 1,560 Non-competition agreements 520 Other assets 17 Goodwill 142,458 Accounts payable (345 ) Accrued liabilities (29,282 ) Deferred revenue (1,176 ) Deferred tax liability (171 ) Fair value of net assets acquired $ 240,335 |
Basis of Presentation - Additio
Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating Lease, ROU assets | $ 16,185 | ||
Lease liabilities | $ 20,188 | ||
Deferred Rent Credit | $ 4,000 | ||
Accounting Standards Update 2016-02 [Member] | |||
Operating Lease, ROU assets | $ 17,000 | ||
Lease liabilities | $ 21,000 |
Fair Value Measurement - Additi
Fair Value Measurement - Additional Information (Detail) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | May 24, 2016 |
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | $ 196,135,000 | $ 193,822,000 | |||
Money Market Funds [Member] | Fair Value, Inputs, Level 1 [Member] | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Cash and Cash Equivalents, at Carrying Value | 122,300,000 | 126,600,000 | |||
2.125% Convertible Senior Notes due 2021 | |||||
Summary Of Significant Accounting Policies [Line Items] | |||||
Principal amount | $ 17,000 | $ 11,000 | $ 115,000,000 | ||
Total convertible senior notes | 104,595,000 | $ 103,488,000 | |||
Fair value of convertible senior notes | $ 214,700,000 |
Summary of Disaggregation of Pr
Summary of Disaggregation of Product Revenues from Contracts with Customers by Major Product Line (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | |
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 60,634 | $ 44,830 |
Product revenue, percentage change amount | 15,813 | |
Royalty and other revenue, percentage change amount | (9) | |
Total revenue, percentage change amount | $ 15,804 | |
Product revenue, percentage change | 35.3 | |
Royalty and other revenue, percentage change | (29) | |
Total revenue, percentage change | 35.3 | |
Products | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 60,612 | 44,799 |
Royalty and Other Revenue | ||
Disaggregation of Revenue [Line Items] | ||
Revenue | $ 22 | $ 31 |
Revenue from Significant Custom
Revenue from Significant Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Concentration Risk [Line Items] | ||
Revenue | $ 60,634 | $ 44,830 |
MilliporeSigma | ||
Concentration Risk [Line Items] | ||
Revenue | 9,407 | 6,465 |
GE Healthcare | ||
Concentration Risk [Line Items] | ||
Revenue | $ 7,666 | $ 7,717 |
Summary of Receivables and Defe
Summary of Receivables and Deferred Revenue from Contracts with Customers (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Balances from contracts with customers only: | ||
Accounts receivable | $ 39,341 | $ 33,015 |
Deferred revenue (included in accrued liabilities in the consolidated balance sheets) | 1,287 | |
Revenue recognized during the three month period relating to: | ||
The beginning deferred revenue balance | 878 | |
Changes in pricing related to products or services satisfied in previous periods |
Revenue Recognition - Additiona
Revenue Recognition - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Other Revenues [Line Items] | |
Impairment losses on receivables | $ 0 |
Leases (Maturities of lease lia
Leases (Maturities of lease liabilities) (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
2019 (remaining nine months) | $ 2,949 |
2020 | 4,035 |
2021 | 3,938 |
2022 | 3,006 |
2023 | 2,038 |
2024 and thereafter | 8,332 |
Total future minimum lease payments | 24,298 |
Less amount of lease payment representing interest | 4,110 |
Total operating lease liabilities | $ 20,188 |
Leases (Consolidated Statements
Leases (Consolidated Statements of Comprehensive Income) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating lease cost | $ 930 |
Variable Operating Lease cost | 281 |
Lease, Cost | $ 1,211 |
Leases (Consolidated Statemen_2
Leases (Consolidated Statements of Cash flows Related to Operating Leases) (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Operating cash flows from operating leases | $ (985) |
Leases (Operating Lease Liabili
Leases (Operating Lease Liabilities) (Detail) | Mar. 31, 2019 |
Weighted average remaining lease term (years) | 7 years 4 months 20 days |
Weighted average discount rate | 4.62% |
Leases (Obligations Under Non-C
Leases (Obligations Under Non-Cancelable Operating Leases) (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Operating Leased Assets [Line Items] | |
2019 | $ 4,021 |
2020 | 3,599 |
2021 | 3,263 |
2022 | 2,213 |
2023 | 1,316 |
2024 and thereafter | 3,622 |
Minimum operating lease payments | $ 18,034 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating lease right of use assets | $ 16,185 | ||
Operating lease liabilities | $ 20,188 | ||
Deferred Rent Credit | $ 4,000 | ||
Operating leases | $ 18,034 | ||
Accounting Standards Update 2016-02 [Member] | |||
Operating lease right of use assets | $ 17,000 | ||
Operating lease liabilities | $ 21,000 |
Changes in Carrying Value of Go
Changes in Carrying Value of Goodwill (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Goodwill [Line Items] | |
Balance as of December 31, 2018 | $ 326,735 |
Cumulative translation adjustment | (340) |
Balance as of March 31, 2019 | $ 326,395 |
Goodwill and Other Intangible_3
Goodwill and Other Intangible Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 157,881 | $ 158,236 |
Gross Carrying Value | 158,581 | 158,936 |
Accumulated Amortization | (25,933) | (23,498) |
Accumulated Amortization | (25,933) | (23,498) |
Net Carrying Value | 131,948 | 134,738 |
Net Carrying Value | $ 132,648 | $ 135,438 |
Weighted Average Useful Life (in years) | 16 years | 16 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 700 | $ 700 |
Net Carrying Value | 700 | 700 |
Technology - developed | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | 53,252 | 53,315 |
Accumulated Amortization | (6,625) | (5,942) |
Net Carrying Value | $ 46,627 | $ 47,373 |
Weighted Average Useful Life (in years) | 19 years | 19 years |
Patents | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 240 | $ 240 |
Accumulated Amortization | (240) | $ (240) |
Net Carrying Value | $ 0 | |
Weighted Average Useful Life (in years) | 8 years | 8 years |
Customer relationships | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 101,170 | $ 101,460 |
Accumulated Amortization | (18,253) | (16,609) |
Net Carrying Value | $ 82,917 | $ 84,851 |
Weighted Average Useful Life (in years) | 14 years | 14 years |
Trademark | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 2,160 | $ 2,160 |
Accumulated Amortization | (188) | (159) |
Net Carrying Value | $ 1,972 | $ 2,001 |
Weighted Average Useful Life (in years) | 20 years | 20 years |
Other intangibles | ||
Intangible Assets [Line Items] | ||
Gross Carrying Value | $ 1,059 | $ 1,061 |
Accumulated Amortization | (627) | (548) |
Net Carrying Value | $ 432 | $ 513 |
Weighted Average Useful Life (in years) | 3 years | 3 years |
Goodwill and Other Intangible_4
Goodwill and Other Intangible Assets - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Finite-Lived Intangible Liabilities [Line Items] | ||
Amortization expense | $ 2.6 | $ 2.7 |
Amortization Expense for Amorti
Amortization Expense for Amortized Intangible Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Liabilities [Line Items] | ||
2019 (remaining nine months) | $ 7,851 | |
2020 | 9,930 | |
2021 | 9,453 | |
2022 | 9,450 | |
2023 | 9,451 | |
2024 and thereafter | 85,813 | |
Total | $ 131,948 | $ 134,738 |
Schedule of Inventories (Detail
Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory [Line Items] | ||
Raw materials | $ 26,899 | $ 24,937 |
Work-in-process | 5,437 | 5,185 |
Finished products | 12,584 | 12,141 |
Total inventories, net | $ 44,920 | $ 42,263 |
Property, Plant and Equipment (
Property, Plant and Equipment (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | |
Property, Plant and Equipment [Line Items] | |||
Land | $ 1,023 | $ 1,023 | |
Buildings | 764 | 764 | |
Leasehold improvements | 22,782 | 16,259 | |
Equipment | 26,332 | 24,092 | |
Furniture and fixtures | 6,362 | 5,448 | |
Construction in progress | [1] | 6,826 | 12,906 |
Other | 50 | ||
Total property, plant and equipment | 64,139 | 60,492 | |
Less - Accumulated depreciation | (29,613) | (28,312) | |
Total property, plant and equipment, net | $ 34,526 | $ 32,180 | |
[1] | Construction in progress as of December 31, 2018 included $7.3 million for the buildout of our Marlborough facility, which was put into service and began depreciating on January 1, 2019, $2.1 million in capitalized internal-use software development costs and $2.1 million for a casting machine, among other projects. |
Schedule of Accrued Liabilities
Schedule of Accrued Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Schedule of Accrued Liabilities [Line Items] | ||
Employee compensation | $ 6,329 | $ 9,953 |
Taxes | 1,155 | 1,024 |
Royalty and license fees | 645 | 242 |
Accrued purchases | 527 | 683 |
Warranties | 600 | 546 |
Professional fees | 941 | 942 |
Deferred revenue | 1,287 | 1,290 |
Other | 1,276 | 1,185 |
Total accrued liabilities | $ 12,760 | $ 15,865 |
Consolidated Balance Sheet - Ad
Consolidated Balance Sheet - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 01, 2019 | Dec. 31, 2018 | ||
Construction in Progress, Gross | [1] | $ 6,826 | $ 12,906 | ||
Depreciation | $ 1,600 | $ 1,300 | |||
Software Development [Member] | |||||
Construction in Progress, Gross | $ 2,100 | ||||
Casting Machine [Member] | |||||
Construction in Progress, Gross | $ 2,100 | ||||
Marlborough facility [Member] | |||||
Construction in Progress, Gross | $ 7,300 | ||||
[1] | Construction in progress as of December 31, 2018 included $7.3 million for the buildout of our Marlborough facility, which was put into service and began depreciating on January 1, 2019, $2.1 million in capitalized internal-use software development costs and $2.1 million for a casting machine, among other projects. |
Carrying Value of Convertible S
Carrying Value of Convertible Senior Notes (Detail) - 2.125% Convertible Senior Notes due 2021 - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Debt Instrument [Line Items] | ||
Principal amount | $ 114,989 | $ 114,989 |
Unamortized debt discount | (8,840) | (9,781) |
Unamortized debt issuance costs | (1,554) | (1,720) |
Total convertible senior notes | $ 104,595 | $ 103,488 |
Convertible Senior Notes - Addi
Convertible Senior Notes - Additional Information (Detail) | May 24, 2016USD ($)d$ / shares | Mar. 31, 2019USD ($)d | Mar. 31, 2018USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) |
Debt Instrument [Line Items] | |||||
Accretion of the debt discount | $ 1,107,000 | $ 1,036,000 | |||
2.125% Convertible Senior Notes due 2021 | |||||
Debt Instrument [Line Items] | |||||
Notes issued | $ 115,000,000 | 17,000 | $ 11,000 | ||
Notes, interest rate | 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 | ||||
Loss on conversion of senior convertible notes | $ (1,000) | ||||
Notes threshold percentage of stock price trigger | 130.00% | ||||
Notes threshold trading days | d | 20 | ||||
Notes threshold consecutive trading days | d | 30 | ||||
Debt instrument, convertible if-converted value in excess of principal | $ 99,700,000 | ||||
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 | $ 96,300,000 | ||||
Contractual coupon interest | 600,000 | 600,000 | |||
Accretion of the debt discount | 900,000 | 900,000 | |||
Amortization of the debt issuance costs | $ 200,000 | $ 200,000 | |||
Effective interest rate on the Notes | 6.60% | ||||
Notes, carrying value | $ 104,595,000 | $ 103,488,000 | |||
Fair value of the note | 214,700,000 | ||||
Par value notes | $ 17,000 | ||||
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% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Stockholders Equity Note Disclosure [Line Items] | |||
Stock-based compensation expense | $ 3,251 | $ 2,268 | |
Stock options, outstanding | 1,027,831 | 998,226 | |
Closing price of common stock | $ 59.08 | ||
Aggregate intrinsic value of stock options exercised | $ 100 | $ 200 | |
Weighted average grant date fair value of share-based awards granted | $ 30.21 | $ 18.27 | |
Total fair value of stock options vested | $ 2,200 | $ 1,300 | |
Total unrecognized compensation cost | $ 33,200 | ||
Unrecognized compensation cost, weighted average remaining requisite service period | 4 years 3 months 14 days | ||
Number of unvested options and restricted stock units | 1,067,389 | ||
2018 Plan | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Common stock shares reserved for Issuance | 2,778,000 | ||
Incentive options, vesting period | 2,747,792 | ||
Employee Stock Option | Minimum | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Incentive options, vesting period | 3 years | ||
Employee Stock Option | Minimum | Vest Over Three Year | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Incentive options, vesting percentage | 20.00% | ||
Employee Stock Option | Maximum | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Incentive options, vesting period | 5 years | ||
Incentive options, term | 10 years | ||
Employee Stock Option | Maximum | Vest Over Five Year | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Incentive options, vesting percentage | 33.00% | ||
Non-Employee Directors | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Incentive options, vesting period | 1 year | ||
Option To Purchase Common Stock | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Stock options, outstanding | 1,027,831 | 1,109,353 | |
Restricted Stock Units (RSUs) | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Incentive options, vesting period | 5 years | ||
Restricted stock units, outstanding | 680,549 | 703,076 | 705,413 |
Closing price of common stock | $ 59.08 | ||
Aggregate intrinsic value of restricted stock units vested | $ 9,500 | $ 3,200 | |
Weighted average grant date fair value of restricted stock units granted | $ 31.79 | $ 33.80 | |
Total grant date fair value of restricted stock units vested | $ 4,900 | $ 2,600 | |
Unvested Options | |||
Stockholders Equity Note Disclosure [Line Items] | |||
Incentive options, vesting period | 5 years |
Stock-Based Compensation Expens
Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 3,251 | $ 2,268 |
Cost of product revenue | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 324 | 266 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | 321 | 170 |
Selling, general and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Stock-based compensation expense | $ 2,606 | $ 1,832 |
Summary of Option Activity (Det
Summary of Option Activity (Detail) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)$ / sharesshares | ||
Options Outstanding | ||
Options outstanding at December 31, 2018 | 998,226 | |
Granted | 31,498 | |
Exercised | (1,893) | |
Forfeited/expired/cancelled | 0 | |
Options outstanding at March 31, 2019 | 1,027,831 | |
Options exercisable at March 31, 2019 | 540,600 | |
Vested and expected to vest at March 31, 2019 | 985,138 | [1] |
Weighted-Average Exercise Price Per Share | ||
Options outstanding at December 31, 2018 | $ / shares | $ 27.54 | |
Granted | $ / shares | 59.52 | |
Exercised | $ / shares | 22.35 | |
Forfeited/expired/cancelled | $ / shares | 0 | |
Options outstanding at March 31, 2019 | $ / shares | 28.53 | |
Options exercisable at March 31, 2019 | $ / shares | $ 21.66 | |
Weighted-Average Remaining Contractual Term (in years) | ||
Options outstanding at March 31, 2019 | 7 years 14 days | |
Options exercisable at March 31, 2019 | 5 years 6 months 14 days | |
Vested and expected to vest at March 31, 2019 | 6 years 11 months 15 days | [1] |
Aggregate Intrinsic Value | ||
Options outstanding at March 31, 2019 | $ | $ 31,469 | |
Options exercisable at March 31, 2019 | $ | 20,231 | |
Vested and expected to vest at March 31, 2019 | $ | $ 30,511 | [1] |
[1] | Represents the number of vested options as of March 31, 2019 plus the number of unvested options expected to vest as of March 31, 2019 based on the unvested outstanding options at March 31, 2019 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Summary of Option Activity (Par
Summary of Option Activity (Parenthetical) (Detail) - Employee Stock Option | Mar. 31, 2019 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8.00% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3.00% |
Summary of Restricted Stock Uni
Summary of Restricted Stock Unit Activity (Detail) - Restricted Stock Units (RSUs) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)shares | ||
Options Outstanding | ||
Unvested at December 31, 2018 | 705,413 | |
Awarded | 147,474 | |
Vested | (154,837) | |
Forfeited/expired/cancelled | (17,501) | |
Unvested at March 31, 2019 | 680,549 | |
Vested and expected to vest at March 31, 2019 | 622,851 | [1] |
Weighted-Average Remaining Contractual Term (in years) | ||
Unvested at March 31, 2019 | 3 years 10 months 17 days | |
Vested and expected to vest at March 31, 2019 | 3 years 6 months 14 days | [1] |
Aggregate Intrinsic Value | ||
Unvested at March 31, 2019 | $ | $ 40,207 | |
Vested and expected to vest at March 31, 2019 | $ | $ 36,798 | [1] |
[1] | Represents the number of vested RSUs units as of March 31, 2019 plus the number of unvested RSUs expected to vest as of March 31, 2019 based on the unvested outstanding RSUs at March 31, 2019 adjusted for estimated forfeiture rates of 8% for awards granted to non-executive level employees and 3% for awards granted to executive level employees. |
Summary of Restricted Stock U_2
Summary of Restricted Stock Unit Activity (Parenthetical) (Detail) - Restricted Stock Units (RSUs) | Mar. 31, 2019 |
Awards Granted to Non-Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 8.00% |
Awards Granted to Executive Level Employees | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Estimated forfeiture rates | 3.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Millions | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||
Nov. 30, 2018ft² | Jan. 31, 2018ft² | Mar. 31, 2014USD ($)ft² | Mar. 31, 2019ft²Buildingl | Mar. 31, 2018 | Dec. 31, 2018USD ($) | Dec. 31, 2017ft² | |
Commitments and Contingencies [Line Items] | |||||||
Lease agreement, space | ft² | 63,761 | 45,000 | |||||
Lease agreement, term | 8 years | ||||||
Lease agreement, commencement date | Aug. 1, 2014 | ||||||
Lease agreement, number buildings leased | Building | 4 | ||||||
Lessee, Operating Lease, Option to Extend | five-year options to extend through July 2035 | ||||||
Lessee, Operating Lease, Lease Not yet Commenced, Option to Extend | Excludes approximately $6 million associated with two of the three 5-year renewal options for the Rancho Dominguez original lease since the renewal options have not been executed | ||||||
Maximum [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Bioreactors used in perfusion cell culture applications | l | 2,000 | ||||||
Minimum [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Bioreactors used in perfusion cell culture applications | l | 50 | ||||||
NGL Impact A [Member] | Research and Development Arrangement [Member] | |||||||
Commitments and Contingencies [Line Items] | |||||||
Payments to Navigo in connection with this program, which are recorded to research and development expenses | $ | $ 2.4 | ||||||
Spectrum Inc. | |||||||
Commitments and Contingencies [Line Items] | |||||||
Lease agreement, expiration date | Nov. 30, 2025 | Jul. 15, 2035 | |||||
Lease agreement, space | ft² | 15,000 | 54,000 | |||||
Before Amendment | |||||||
Commitments and Contingencies [Line Items] | |||||||
Lease agreement, space | ft² | 56,000 | ||||||
Security deposit | $ | $ 0.2 | ||||||
After Amendment | |||||||
Commitments and Contingencies [Line Items] | |||||||
Lease agreement, space | ft² | 76,000 | ||||||
Security deposit | $ | $ 0.5 | ||||||
Expansion Space | |||||||
Commitments and Contingencies [Line Items] | |||||||
Lease agreement, space | ft² | 19,900 | ||||||
Annual rent expense | $ | $ 0.4 |
Change in Accumulated Other Com
Change in Accumulated Other Comprehensive Loss (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance | $ 615,568 |
Balance | 625,025 |
Foreign Currency Translation Adjustment | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Balance | (11,893) |
Other comprehensive loss | (1,891) |
Balance | $ (13,784) |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Jan. 01, 2018 | |
Income Taxes [Line Items] | |||||
Corporate tax rate | 21.00% | 35.00% | 21.00% | 35.00% | |
Income Tax Expense (Benefit), Continuing Operations, Adjustment of Deferred Tax (Asset) Liability | $ 12,800 | ||||
Tax cuts and jobs Act, increased tax provision on undistributed and previously untaxed post-1986 earnings and profits of the specified foreign corporation | $ 3,300 | ||||
Impact on assets and liabilities due to change in accounting principle | $ (677) | ||||
Income tax (benefit) provision | 23.40% | 24.70% | |||
Accounting Standards Update 2016-06 [Member] | Other Assets [Member] | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | $ 5,700 | ||||
Accounting Standards Update 2016-06 [Member] | Deferred tax liablities [Member] | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | 5,000 | ||||
Accounting Standards Update 2016-06 [Member] | accumulated deficit [Member] | |||||
Income Taxes [Line Items] | |||||
Impact on assets and liabilities due to change in accounting principle | $ 700 | ||||
Latest Tax Year | |||||
Income Taxes [Line Items] | |||||
Net operating loss and business tax credit carry forwards expiration date | at various dates through December 2038 | ||||
State | |||||
Income Taxes [Line Items] | |||||
Business tax credits carry forwards | $ 2,800 | ||||
United States | |||||
Income Taxes [Line Items] | |||||
Business tax credits carry forwards | $ 400 |
Summary of Tax Returns Periods
Summary of Tax Returns Periods Subject to Examination by Federal, State and International Tax Authorities (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
United States | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2015 |
United States | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2018 |
Sweden | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2012 |
Sweden | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2018 |
Germany | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2017 |
Germany | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2018 |
Netherlands | Earliest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2012 |
Netherlands | Latest Tax Year | |
Income Tax Examination [Line Items] | |
Fiscal year subject to examination | 2018 |
Earnings Per Share - (Additiona
Earnings Per Share - (Additional Information) (Detail) - $ / shares | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Stock options, outstanding | 1,027,831 | 998,226 | |
Stock options, weighted average exercise price | $ 28.53 | $ 27.54 | |
Common stock excluded from calculation of diluted earnings per share | 210,388 | 593,874 | |
Option To Purchase Common Stock [Member] | |||
Stock options, outstanding | 1,027,831 | 1,109,353 | |
Stock options, weighted average exercise price | $ 28.53 | $ 25.34 | |
Restricted Stock Units (RSUs) [Member] | |||
Restricted stock units, outstanding | 680,549 | 703,076 | 705,413 |
Earnings Per Share - (Reconcili
Earnings Per Share - (Reconciliation of Basic and Diluted Shares Amounts) (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Schedule Of Earnings Per Share Basic And Diluted [Line Items] | ||
Net income | $ 8,053 | $ 3,448 |
Weighted average shares used in computing net income per share - basic | 43,968 | 43,621 |
Effect of dilutive shares: | ||
Stock options and restricted stock awards | 725 | 390 |
Convertible senior notes | 1,586 | 316 |
Dilutive potential common shares | 2,311 | 706 |
Weighted average shares used in computing net income per share - diluted | 46,279 | 44,327 |
Earnings per share: | ||
Basic | $ 0.18 | $ 0.08 |
Diluted | $ 0.17 | $ 0.08 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Spectrum Inc. | ||
Related Party Transaction [Line Items] | ||
Spectrum Acquisition, tax preparation and other fees | $ 0.2 | $ 0.2 |
Principal Owner | ||
Related Party Transaction [Line Items] | ||
Accrued refunds current | $ 1.7 | |
Principal Owner | Minimum | Spectrum Inc. | ||
Related Party Transaction [Line Items] | ||
Non controlling ownership interest minimum | 10.00% |
Segment Reporting - (Summary of
Segment Reporting - (Summary of Product Revenues by Product Line) (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue from External Customer [Line Items] | ||
Revenue | $ 60,634 | $ 44,830 |
Increase decrease In Revenue From Contract With Customer | $ 15,813 | |
Percentage Of Incraese decrease In Revenue From Contract With Customer | 35.30% | |
Chromatography products | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 13,890 | 10,583 |
Increase decrease In Revenue From Contract With Customer | $ 3,307 | |
Percentage Of Incraese decrease In Revenue From Contract With Customer | 31.20% | |
Filtration products | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 28,882 | 19,793 |
Increase decrease In Revenue From Contract With Customer | $ 9,089 | |
Percentage Of Incraese decrease In Revenue From Contract With Customer | 45.90% | |
Protein products | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 16,653 | 13,586 |
Increase decrease In Revenue From Contract With Customer | $ 3,067 | |
Percentage Of Incraese decrease In Revenue From Contract With Customer | 22.60% | |
Other | ||
Revenue from External Customer [Line Items] | ||
Revenue | $ 1,187 | $ 837 |
Increase decrease In Revenue From Contract With Customer | $ 350 | |
Percentage Of Incraese decrease In Revenue From Contract With Customer | 41.80% |
Segment Reporting - (Percentage
Segment Reporting - (Percentage of Revenue by Geographic Area) (Details) - Geographic Concentration Risk - Total Revenue | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 100.00% | 100.00% |
North America | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 47.00% | 45.00% |
Europe | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 40.00% | 43.00% |
APAC | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 13.00% | 11.00% |
Other | ||
Concentration Risk [Line Items] | ||
Revenues, percentage by country | 0.00% | 1.00% |
Segment Reporting - Percentage
Segment Reporting - Percentage of Revenue from Significant Customers (Detail) - Customer Concentration Risk - Sales Revenue | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
MilliporeSigma | ||
Revenue, Major Customer [Line Items] | ||
Revenue from significant customers as a percentage of total revenue | 16.00% | 17.00% |
GE Healthcare | ||
Revenue, Major Customer [Line Items] | ||
Revenue from significant customers as a percentage of total revenue | 13.00% | 14.00% |
Segment Reporting - Percentag_2
Segment Reporting - Percentage of Accounts Receivable by Significant Customers (Detail) - Accounts Receivable | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 10.00% | |
Customer Concentration Risk | GE Healthcare | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 15.00% | 17.00% |
Customer Concentration Risk | MilliporeSigma | ||
Concentration Risk [Line Items] | ||
Accounts receivable, percentage by customer | 0.00% | 11.00% |
Segment Reporting - Percentag_3
Segment Reporting - Percentage of Accounts Receivable by Significant Customers (Parenthetical) (Detail) | 3 Months Ended |
Mar. 31, 2019 | |
Accounts Receivable [Member] | |
Concentration Risk, Percentage | 10.00% |
Subsequent Event (Consideration
Subsequent Event (Consideration Transferred) (Detail) - Subsequent Event [Member] $ in Thousands | 1 Months Ended |
Apr. 25, 2019USD ($) | |
Cash consideration | $ 192,335 |
Equity consideration | 48,000 |
Plus: estimated working capital adjustment | 0 |
Fair value of net assets acquired | $ 240,335 |
Subsequent Event (Fair Value of
Subsequent Event (Fair Value of Net Assets Acquired) (Detail) - USD ($) $ in Thousands | Apr. 25, 2019 | Mar. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 326,395 | $ 326,735 | |
Subsequent Event [Member] | |||
Cash and cash equivalents | $ 7,693 | ||
Restricted cash | 26,928 | ||
Accounts receivable | 3,302 | ||
Inventory | 2,976 | ||
Prepaid expenses and other current assets | 31 | ||
Fixed assets | 44 | ||
Other assets | 17 | ||
Goodwill | 142,458 | ||
Accounts payable | (345) | ||
Accrued liabilities | (29,282) | ||
Deferred revenue | (1,176) | ||
Deferred tax liability | (171) | ||
Fair value of net assets acquired | 240,335 | ||
Subsequent Event [Member] | Customer relationships | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 57,390 | ||
Subsequent Event [Member] | Developed technology | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 28,390 | ||
Subsequent Event [Member] | Trademark and tradename | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | 1,560 | ||
Subsequent Event [Member] | Non-competition agreements | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Finite-Lived Intangibles | $ 520 |
Subsequent Event - Additional I
Subsequent Event - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | May 03, 2019 | Mar. 31, 2019 | Apr. 25, 2019 | Dec. 31, 2018 |
Transaction costs | $ 1,000 | |||
Common stock, shares issued | 44,073,998 | 43,917,378 | ||
Exercised number of shares | 1,893 | |||
C Technologies Acquisition | $ 500 | |||
Subsequent Event [Member] | ||||
Fair value of net assets acquired | $ 240,335 | |||
Common stock, shares issued | 3,144,531 | |||
Common Stock Issue Price Per Share | $ 64 | |||
Net proceeds | $ 190,200 | |||
Subsequent Event [Member] | Underwriter [Member] | ||||
Exercised number of shares | 410,156 | |||
C Technologies [Member] | Subsequent Event [Member] | ||||
Fair value of net assets acquired | $ 240,300 |