x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Delaware | 94-2573850 | |
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
Large accelerated filer | ¨ | Accelerated filer | x | |
Non-accelerated filer | (Do not check if a smaller reporting company) ¨ | Smaller reporting company | ¨ | |
Emerging growth company | ¨ | |||
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Securities Act. | ¨ |
June 30, 2017 | December 31, 2016 | ||||||
ASSETS | |||||||
Current assets: | |||||||
Cash and cash equivalents | $ | 175,048 | $ | 169,508 | |||
Accounts receivable, net | 19,836 | 24,990 | |||||
Inventories | 22,964 | 26,045 | |||||
Prepaid expenses and other current assets | 7,405 | 4,851 | |||||
Total current assets | 225,253 | 225,394 | |||||
Property, plant and equipment, net | 51,015 | 50,858 | |||||
Goodwill | 91,676 | 83,834 | |||||
Intangible assets, net | 29,777 | 27,639 | |||||
Deferred tax asset—non-current | 247 | — | |||||
Other non-current assets | 569 | 525 | |||||
Total assets | $ | 398,537 | $ | 388,250 | |||
LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||||
Current liabilities: | |||||||
Accounts payable | $ | 11,215 | $ | 16,047 | |||
Accrued payroll and related expenses | 9,426 | 9,642 | |||||
Current portion of lease obligation | 114 | 98 | |||||
Current portion of contingent consideration | 4,317 | 2,826 | |||||
Other current liabilities | 6,255 | 4,999 | |||||
Total current liabilities | 31,327 | 33,612 | |||||
Long-term debt | 147,081 | 144,340 | |||||
Lease obligation, net of current portion | 3,919 | 3,979 | |||||
Contingent consideration—non-current | 374 | 2,349 | |||||
Deferred tax liability—non-current | 63 | 58 | |||||
Income taxes payable | 1,101 | 1,045 | |||||
Deferred rent | 1,782 | 1,965 | |||||
Other non-current liabilities | 302 | 272 | |||||
Commitments and contingencies (see Note 9) | |||||||
Stockholders’ equity: | |||||||
Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued or outstanding at June 30, 2017 and December 31, 2016 | — | — | |||||
Common stock, $.001 par value per share; 97,500 shares authorized; 33,413 and 32,897 shares issued and outstanding at June 30, 2017 and December 31, 2016, respectively | 33 | 33 | |||||
Additional paid-in capital | 214,380 | 204,905 | |||||
Accumulated other comprehensive loss | (18 | ) | (53 | ) | |||
Accumulated deficit | (1,807 | ) | (4,255 | ) | |||
Total stockholders’ equity | 212,588 | 200,630 | |||||
Total liabilities and stockholders’ equity | $ | 398,537 | $ | 388,250 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Total revenues | $ | 38,267 | $ | 39,133 | $ | 111,959 | $ | 89,454 | |||||||
Costs and expenses | |||||||||||||||
Cost of sales (excludes amortization of intangible assets of $1,623, $1,590, $3,245 and $3,180, respectively) | 17,755 | 17,318 | 41,325 | 36,567 | |||||||||||
Research and development | 7,627 | 9,656 | 15,502 | 22,363 | |||||||||||
Sales and marketing | 12,360 | 12,206 | 25,915 | 24,523 | |||||||||||
General and administrative | 6,783 | 6,430 | 13,903 | 13,600 | |||||||||||
Amortization of intangible assets from acquired businesses and technology | 2,390 | 2,290 | 4,681 | 4,509 | |||||||||||
One-time acquisition costs | 2,379 | 252 | 2,431 | 371 | |||||||||||
Total costs and expenses | 49,294 | 48,152 | 103,757 | 101,933 | |||||||||||
Operating (loss) income | (11,027 | ) | (9,019 | ) | 8,202 | (12,479 | ) | ||||||||
Interest expense, net | (2,778 | ) | (2,924 | ) | (5,603 | ) | (5,613 | ) | |||||||
(Loss) income before income taxes | (13,805 | ) | (11,943 | ) | 2,599 | (18,092 | ) | ||||||||
(Benefit) provision for income taxes | (1,963 | ) | (4,103 | ) | 151 | (6,806 | ) | ||||||||
Net (loss) income | $ | (11,842 | ) | $ | (7,840 | ) | $ | 2,448 | $ | (11,286 | ) | ||||
Basic earnings (loss) per share | $ | (0.35 | ) | $ | (0.24 | ) | $ | 0.07 | $ | (0.35 | ) | ||||
Diluted earnings (loss) per share | $ | (0.35 | ) | $ | (0.24 | ) | $ | 0.07 | $ | (0.35 | ) | ||||
Shares used in basic per share calculation | 33,500 | 32,541 | 33,351 | 32,632 | |||||||||||
Shares used in diluted per share calculation | 33,500 | 32,541 | 34,295 | 32,632 |
Three months ended June 30, | Six months ended June 30, | ||||||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||||||
Net (loss) income | $ | (11,842 | ) | $ | (7,840 | ) | $ | 2,448 | $ | (11,286 | ) | ||||
Other comprehensive income (loss), net of tax | |||||||||||||||
Changes in cumulative translation adjustment | 26 | (4 | ) | 35 | (2 | ) | |||||||||
Comprehensive (loss) income | $ | (11,816 | ) | $ | (7,844 | ) | $ | 2,483 | $ | (11,288 | ) |
Six months ended June 30, | |||||||
2017 | 2016 | ||||||
OPERATING ACTIVITIES: | |||||||
Net income (loss) | $ | 2,448 | $ | (11,286 | ) | ||
Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: | |||||||
Depreciation, amortization and other | 11,577 | 12,410 | |||||
Stock-based compensation expense | 4,059 | 4,086 | |||||
Amortization of debt discount and deferred issuance costs | 2,741 | 2,854 | |||||
Change in deferred tax assets and liabilities | (247 | ) | (7,218 | ) | |||
Gain on extinguishment of Convertible Senior Notes | — | (421 | ) | ||||
Changes in assets and liabilities: | |||||||
Accounts receivable | 5,156 | 2,494 | |||||
Inventories | 3,216 | 3,818 | |||||
Income taxes receivable | (866 | ) | 63 | ||||
Prepaid expenses and other current and non-current assets | (1,908 | ) | (915 | ) | |||
Restricted cash | — | 63 | |||||
Accounts payable | (4,064 | ) | (1,942 | ) | |||
Accrued payroll and related expenses | 637 | (1,526 | ) | ||||
Income taxes payable | 38 | (2 | ) | ||||
Deferred grant revenue | — | (2,697 | ) | ||||
Other current and non-current liabilities | 1,220 | (2,237 | ) | ||||
Net cash provided by (used for) operating activities: | 24,007 | (2,456 | ) | ||||
INVESTING ACTIVITIES: | |||||||
Acquisitions of property, equipment and intangibles | (8,070 | ) | (5,424 | ) | |||
Acquisition of businesses, net of cash acquired | (14,655 | ) | (5,094 | ) | |||
Net cash used for investing activities: | (22,725 | ) | (10,518 | ) | |||
FINANCING ACTIVITIES: | |||||||
Payments on lease obligation | (44 | ) | (285 | ) | |||
Repurchases of common stock | (488 | ) | (20,079 | ) | |||
Repurchases of Convertible Senior Notes | — | (4,459 | ) | ||||
Proceeds from issuance of common stock | 5,265 | 2,098 | |||||
Payments on acquisition contingencies | (486 | ) | (195 | ) | |||
Net cash provided by (used for) financing activities: | 4,247 | (22,920 | ) | ||||
Effect of exchange rates on cash | 11 | (10 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 5,540 | (35,904 | ) | ||||
Cash and cash equivalents, beginning of period | 169,508 | 191,471 | |||||
Cash and cash equivalents, end of period | $ | 175,048 | $ | 155,567 |
Six months ended June 30, | |||||||
2017 | 2016 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | |||||||
Cash paid for interest | $ | 3,140 | $ | 3,243 | |||
Income tax paid | $ | 1,182 | $ | 409 | |||
NON-CASH INVESTING ACTIVITIES: | |||||||
Purchase of property, equipment and intangibles by incurring current liabilities | $ | 2,404 | $ | 953 | |||
NON-CASH FINANCING ACTIVITIES: | |||||||
Reduction of other current liabilities upon issuance of restricted share units | $ | 903 | $ | 539 |
• | Upon adoption, the balance of the unrecognized excess tax benefits of $1.8 million was recorded as an increase to deferred tax assets and a corresponding increase to the valuation allowance, resulting in no impact to retained earnings. |
• | Excess tax benefits from share-based arrangements are to be classified within cash flow from operating activities, rather than as cash flow from financing activities. The Company applied this provision on a retrospective basis and the prior period statement of cash flows was adjusted. This adoption did not have a material impact on the Company’s cash flows. |
• | The Company elected to continue to estimate the number of awards expected to be forfeited and adjust the estimate when appropriate, as is currently required. This adoption did not have a material impact on the Company’s consolidated results of operations, financial condition or cash flows. |
• | There was no material impact on the computation of weighted-average diluted shares outstanding. |
Three Months Ended June 30, | Six Months Ended June 30, | ||||||||||
2017 | 2016 | 2017 | 2016 | ||||||||
Shares used in basic earnings (loss) per share (weighted-average common shares outstanding) | 33,500 | 32,541 | 33,351 | 32,632 | |||||||
Effect of dilutive stock options and RSUs | — | — | 944 | — | |||||||
Shares used in diluted earnings (loss) per share calculation | 33,500 | 32,541 | 34,295 | 32,632 | |||||||
Potentially dilutive shares excluded from calculation due to anti-dilutive effect | 1,291 | 3,240 | 1,465 | 3,166 |
June 30, 2017 | December 31, 2016 | ||||||
Raw materials | $ | 9,104 | $ | 9,297 | |||
Work-in-process (materials, labor and overhead) | 7,665 | 7,990 | |||||
Finished goods (materials, labor and overhead) | 6,195 | 8,758 | |||||
Total inventories | $ | 22,964 | $ | 26,045 |
June 30, 2017 | December 31, 2016 | ||||||
Customer incentives | $ | 4,852 | $ | 3,766 | |||
Accrued interest | 227 | 227 | |||||
Other | 1,176 | 1,006 | |||||
Total other current liabilities | $ | 6,255 | $ | 4,999 |
June 30, 2017 | December 31, 2016 | ||||||
Principal amount of Convertible Senior Notes outstanding | $ | 167,314 | $ | 167,314 | |||
Unamortized discount of liability component | (17,808 | ) | (20,221 | ) | |||
Unamortized debt issuance costs | (2,425 | ) | (2,753 | ) | |||
Net carrying amount of liability component | 147,081 | 144,340 | |||||
Less: current portion | — | — | |||||
Long-term debt | $ | 147,081 | $ | 144,340 | |||
Carrying value of equity component, net of issuance costs | $ | 29,211 | $ | 29,211 | |||
Fair value of outstanding Convertible Senior Notes | $ | 186,353 | $ | 165,223 | |||
Remaining amortization period of discount on the liability component | 3.5 years | 4.0 years |
Three months ended June 30, | Six months ended June 30, | |||||||||||||||
2017 | 2016 | 2017 | 2016 | |||||||||||||
Cost of sales | $ | 107 | $ | 134 | $ | 237 | $ | 369 | ||||||||
Research and development | 404 | 344 | 816 | 641 | ||||||||||||
Sales and marketing | 437 | 332 | 907 | 269 | ||||||||||||
General and administrative | 1,190 | 1,296 | 2,099 | 2,807 | ||||||||||||
Total stock-based compensation expense | $ | 2,138 | $ | 2,106 | $ | 4,059 | $ | 4,086 |
Six months ended June 30, | ||||||
2017 | 2016 | |||||
Risk-free interest rate | 2.31 | % | 1.47 | % | ||
Expected option life (in years) | 6.63 | 6.59 | ||||
Volatility rate | 36 | % | 36 | % | ||
Dividend rate | — | % | — | % |
Six months ended June 30, | ||||||
2017 | 2016 | |||||
Customer: | ||||||
A | 22 | % | 14 | % | ||
B | 16 | % | 13 | % | ||
C | 15 | % | 13 | % | ||
53 | % | 40 | % |
June 30, 2017 | December 31, 2016 | ||||||||||||||||||||||||||||||
Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
Assets: | |||||||||||||||||||||||||||||||
Cash equivalents | $ | 130,820 | $ | — | $ | — | $ | 130,820 | $ | 133,540 | $ | — | $ | — | $ | 133,540 | |||||||||||||||
Total assets measured at fair value | $ | 130,820 | $ | — | $ | — | $ | 130,820 | $ | 133,540 | $ | — | $ | — | $ | 133,540 | |||||||||||||||
Liabilities: | |||||||||||||||||||||||||||||||
Contingent consideration | — | — | 4,691 | 4,691 | — | — | 5,175 | 5,175 | |||||||||||||||||||||||
Total liabilities measured at fair value | $ | — | $ | — | $ | 4,691 | $ | 4,691 | $ | — | $ | — | $ | 5,175 | $ | 5,175 |
Contingent consideration liabilities (Level 3 measurement) | |||
Balance at December 31, 2016 | $ | 5,175 | |
Cash payments | (486 | ) | |
Unrealized loss on foreign currency translation | 2 | ||
Balance at June 30, 2017 | $ | 4,691 |
For the three months ended | ||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||
2017 | 2016 | $ | % | |||||||||||
Immunoassays | $ | 21,983 | $ | 21,848 | $ | 135 | 1 | % | ||||||
Molecular | 3,214 | 2,236 | 978 | 44 | % | |||||||||
Virology | 9,218 | 9,861 | (643 | ) | (7 | )% | ||||||||
Specialty products | 3,090 | 3,258 | (168 | ) | (5 | )% | ||||||||
Royalties, grants and other | 762 | 1,930 | (1,168 | ) | (61 | )% | ||||||||
Total revenues | $ | 38,267 | $ | 39,133 | $ | (866 | ) | (2 | )% |
For the three months ended June 30, | ||||||||||||||||||||
2017 | 2016 | |||||||||||||||||||
Operating expenses | As a % of total revenues | Operating expenses | As a % of total revenues | Increase (Decrease) | ||||||||||||||||
$ | % | |||||||||||||||||||
Research and development | $ | 7,627 | 20 | % | $ | 9,656 | 25 | % | $ | (2,029 | ) | (21 | )% | |||||||
Sales and marketing | $ | 12,360 | 32 | % | $ | 12,206 | 31 | % | $ | 154 | 1 | % | ||||||||
General and administrative | $ | 6,783 | 18 | % | $ | 6,430 | 16 | % | $ | 353 | 5 | % | ||||||||
Amortization of intangible assets from acquired businesses and technology | $ | 2,390 | 6 | % | $ | 2,290 | 6 | % | $ | 100 | 4 | % | ||||||||
One-time acquisition costs | $ | 2,379 | 6 | % | $ | 252 | 1 | % | $ | 2,127 | 844 | % |
For the six months ended | ||||||||||||||
June 30, | Increase (Decrease) | |||||||||||||
2017 | 2016 | $ | % | |||||||||||
Immunoassays | $ | 79,516 | $ | 54,351 | $ | 25,165 | 46 | % | ||||||
Molecular | 6,325 | 4,344 | 1,981 | 46 | % | |||||||||
Virology | 19,214 | 20,701 | (1,487 | ) | (7 | )% | ||||||||
Specialty products | 5,655 | 5,666 | (11 | ) | — | % | ||||||||
Royalties, grants and other | 1,249 | 4,392 | (3,143 | ) | (72 | )% | ||||||||
Total revenues | $ | 111,959 | $ | 89,454 | $ | 22,505 | 25 | % |
For the six months ended June 30, | ||||||||||||||||||
2017 | 2016 | |||||||||||||||||
Operating expenses | As a % of total revenues | Operating expenses | As a % of total revenues | Increase (Decrease) | ||||||||||||||
$ | % | |||||||||||||||||
Research and development | 15,502 | 14 | % | 22,363 | 25 | % | $ | (6,861 | ) | (31 | )% | |||||||
Sales and marketing | 25,915 | 23 | % | 24,523 | 27 | % | $ | 1,392 | 6 | % | ||||||||
General and administrative | 13,903 | 12 | % | 13,600 | 15 | % | $ | 303 | 2 | % | ||||||||
Amortization of intangible assets from acquired businesses and technology | 4,681 | 4 | % | 4,509 | 5 | % | $ | 172 | 4 | % | ||||||||
One-time acquisition costs | 2,431 | 2 | % | 371 | — | % | $ | 2,060 | 555 | % |
June 30, 2017 | December 31, 2016 | ||||||
Cash and cash equivalents | $ | 175,048 | $ | 169,508 | |||
Working capital including cash and cash equivalents | $ | 193,926 | $ | 191,782 |
• | support of commercialization efforts related to our current and future products, including support of our direct sales force and field support resources both in the United States and abroad; |
• | the continued advancement of research and development efforts; |
• | acquisitions of equipment and other fixed assets for use in our current and future manufacturing and research and development facilities; |
• | potential strategic acquisitions and investments; and |
• | repayments of our lease obligation. |
• | the portion of our cash flow from operating activities that is dedicated to the payment of interest and principal on such indebtedness will reduce the funds available to us for working capital, capital expenditures, research and development and other uses and may limit our ability to engage in acts that may be in our long-term best interests; |
• | our ability to obtain financing for other purposes, if needed, would be impacted; |
• | as this indebtedness will be at variable rates of interest, we are vulnerable to higher interest expense in the event of increases in market interest rates; |
• | the agreements relating to the Financing will contain financial and restrictive covenants that may significantly limit our operations or our ability to engage in certain transactions and our failure to comply with such restrictions may result in acceleration of the debt and a cross default to other debt which we could be unable to repay when due; and |
• | to the extent that our assets and those of our subsidiaries secure the Financing, such assets are at risk and our flexibility with respect to such assets will be limited and if we default under the Financing agreements, the lenders could take possession of and foreclose on the pledged collateral securing the indebtedness. |
• | our ability to successfully realize revenue growth from our new technologies and create innovative products in our markets; |
• | our outstanding debt and covenant restrictions; |
• | leveraging our operating expenses to realize operating profits as we grow revenue; |
• | competing technological and market developments; and |
• | the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings. |
Six months ended June 30, | |||||||
2017 | 2016 | ||||||
Net cash provided by (used for) operating activities: | $ | 24,007 | $ | (2,456 | ) | ||
Net cash used for investing activities: | (22,725 | ) | (10,518 | ) | |||
Net cash provided by (used for) financing activities: | 4,247 | (22,920 | ) | ||||
Effect of exchange rates on cash | 11 | (10 | ) | ||||
Net increase (decrease) in cash and cash equivalents | $ | 5,540 | $ | (35,904 | ) |
• | we would likely experience negative reactions from the financial markets, including decreases in the market price of our common stock; |
• | we may experience negative reactions from employees, suppliers or customers, which may in turn affect our ongoing business; |
• | we may be subject to legal proceedings related to the proposed transactions or the failure to complete the proposed transactions; and |
• | we will nonetheless remain liable for costs and expenses that we have incurred related to the proposed acquisitions, which costs and expenses are significant and continuing costs and expenses are also expected to be significant. |
• | we may be unable to retain the distributors, suppliers, customers and employees of the Triage Business and the BNP Business; |
• | management's attention and other Company resources may be focused on the Proposed Acquisitions instead of on day-to-day management activities, including pursuing other opportunities beneficial to the Company; |
• | we may be unable to integrate successfully or efficiently our businesses and workforces with those of the acquired businesses and any or all of the anticipated synergies or process improvements of the Proposed Acquisitions may not be realized; |
• | we will incur substantial additional indebtedness as a result of the Financing anticipated to be obtained to fund the Proposed Acquisitions; |
• | we may not be able to successfully or efficiently manage our foreign expansion, and the acquired businesses will increase our exposure or risks related to foreign markets; |
• | the agreements relating to the acquisition Financing will contain restrictive covenants that could significantly impact our ability to operate our business and failure to satisfy such covenants could result in acceleration of such indebtedness and cross-defaults on other indebtedness; |
• | the indebtedness that we will incur as a result of the acquisition Financing will be guaranteed by certain of our subsidiaries and will be secured by liens on certain of our assets and those of the guarantors; |
• | the indebtedness will require us to use cash to pay the principal of and interest on our indebtedness, thereby reducing the amount of cash available for other purposes, and may limit our ability to obtain additional financing for working capital, capital expenditures, acquisitions, stock repurchases or other general corporate and other purposes; |
• | we may be subject to claims, litigation, other legal proceedings and liabilities in connection with the businesses and assets to be acquired in the Proposed Acquisitions, some of which may not be covered in full, if at all, by the indemnification provisions provided for in the Proposed Acquisition agreements, and even if indemnified, may be disruptive to our business; |
• | we may incur substantial unexpected acquisition-related costs; |
• | we may be unable to attract and retain management personnel and other key employees; |
• | we may not be able to receive required regulatory approvals or clearances relating to the acquired businesses or in connection with the transactions, or may lose previously received regulatory approvals or clearances; and |
• | completion of the Proposed Acquisitions may trigger assignment or other provisions in certain commercial contracts to which Alere is a party, such that counterparties may potentially have the right to terminate the contracts. |
Period | Total number of shares purchased (1) | Average price paid per share | Total number of shares purchased as part of publicly announced plans or programs | Approximate dollar value of shares that may yet be purchased under the plans or programs (2) | ||||||||||
April 3, 2017 - April 30, 2017 | — | $ | — | — | $ | 35,006,981 | ||||||||
May 1, 2017 - May 28, 2017 | 2,041 | 24.77 | — | 35,006,981 | ||||||||||
May 29, 2017 - July 2, 2017 | — | — | — | 35,006,981 | ||||||||||
Total | 2,041 | $ | 24.77 | — | $ | 35,006,981 |
Exhibit Number | ||
3.1 | Restated Certificate of Incorporation of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on February 27, 2015.) | |
3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 6, 2015.) | |
3.3 | Amended and Restated Bylaws of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 21, 2012.) | |
4.1 | Certificate of Designations of Series C Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010.) | |
10.1 | Triage Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on July 17, 2017.) | |
10.2 | BNP Purchase Agreement (Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on July 17, 2017.) | |
10.3 | Commitment Letter dated July 15, 2017 by and among the Company, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as the Initial Lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) and JPMorgan, as the Lead Arrangers. (Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on July 17, 2017.) | |
31.1* | Certification by Principal Executive Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification by Principal Financial Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certifications by Principal Executive Officer and Principal Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Presentation Linkbase Document |
Date: July 27, 2017 | QUIDEL CORPORATION |
/s/ DOUGLAS C. BRYANT | |
Douglas C. Bryant | |
President and Chief Executive Officer (Principal Executive Officer) | |
/s/ RANDALL J. STEWARD | |
Randall J. Steward | |
Chief Financial Officer (Principal Financial Officer) |
Exhibit Number | ||
3.1 | Restated Certificate of Incorporation of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on February 27, 2015.) | |
3.2 | Certificate of Amendment to the Restated Certificate of Incorporation of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 6, 2015.) | |
3.3 | Amended and Restated Bylaws of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 21, 2012.) | |
4.1 | Certificate of Designations of Series C Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010.) | |
10.1 | Triage Purchase Agreement (Incorporated by reference to Exhibit 10.1 to the Registrant's Form 8-K filed on July 17, 2017.) | |
10.2 | BNP Purchase Agreement (Incorporated by reference to Exhibit 10.2 to the Registrant's Form 8-K filed on July 17, 2017.) | |
10.3 | Commitment Letter dated July 15, 2017 by and among the Company, Bank of America, N.A. and JPMorgan Chase Bank, N.A., as the Initial Lenders, and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates) and JPMorgan, as the Lead Arrangers. (Incorporated by reference to Exhibit 10.3 to the Registrant's Form 8-K filed on July 17, 2017.) | |
31.1* | Certification by Principal Executive Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
31.2* | Certification by Principal Financial Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. | |
32.1** | Certifications by Principal Executive Officer and Principal Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. | |
101.INS* | XBRL Instance Document | |
101.SCH* | XBRL Taxonomy Extension Schema Document | |
101.CAL* | XBRL Taxonomy Calculation Linkbase Document | |
101.DEF* | XBRL Taxonomy Extension Definition Linkbase Document | |
101.LAB* | XBRL Taxonomy Label Linkbase Document | |
101.PRE* | XBRL Taxonomy Presentation Linkbase Document |
1. | I have reviewed this quarterly report on Form 10-Q of Quidel Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ DOUGLAS C. BRYANT | |
Douglas C. Bryant | |
President and Chief Executive Officer | |
(Principal Executive Officer) |
1. | I have reviewed this quarterly report on Form 10-Q of Quidel Corporation; |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
(a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
(b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
(c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
(d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions): |
(a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
(b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
/s/ RANDALL J. STEWARD | |
Randall J. Steward | |
Chief Financial Officer | |
(Principal Financial Officer) |
• | the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2017 (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
• | the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. |
/s/ DOUGLAS C. BRYANT |
Douglas C. Bryant |
President and Chief Executive Officer |
(Principal Executive Officer) |
/s/ RANDALL J. STEWARD |
Randall J. Steward |
Chief Financial Officer |
(Principal Financial Officer) |
Document and Entity Information - shares |
6 Months Ended | |
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Jun. 30, 2017 |
Jul. 21, 2017 |
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Document And Entity Information [Abstract] | ||
Entity Registrant Name | QUIDEL CORP /DE/ | |
Entity Central Index Key | 0000353569 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Name | QDEL | |
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2017 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q2 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 33,440,376 |
Consolidated Balance Sheets (Parenthetical) - $ / shares |
Jun. 30, 2017 |
Dec. 31, 2016 |
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Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
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 per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 97,500,000 | 97,500,000 |
Common stock, shares issued | 33,413,000 | 32,897,000 |
Common stock, shares outstanding | 33,413,000 | 32,897,000 |
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
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Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Income Statement [Abstract] | ||||
Amortization of intangible assets | $ 1,623 | $ 1,590 | $ 3,245 | $ 3,180 |
Consolidated Statements of Comprehensive Income Loss - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Statement of Comprehensive Income [Abstract] | ||||
Net (loss) income | $ (11,842) | $ (7,840) | $ 2,448 | $ (11,286) |
Other comprehensive income (loss), net of tax | ||||
Changes in cumulative translation adjustment | 26 | (4) | 35 | (2) |
Comprehensive (loss) income | $ (11,816) | $ (7,844) | $ 2,483 | $ (11,288) |
Summary of Significant Accounting Policies |
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Jun. 30, 2017 | |||||||||||||||||
Accounting Policies [Abstract] | |||||||||||||||||
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of Quidel Corporation and its subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The information at June 30, 2017, and for the three and six months ended June 30, 2017 and 2016, is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s 2016 Annual Report on Form 10-K. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. For 2017 and 2016, the Company’s fiscal year will end or has ended on December 31, 2017 and January 1, 2017, respectively. For 2017 and 2016, the Company’s second quarter ended on July 2, 2017 and July 3, 2016, respectively. For ease of reference, the calendar quarter end dates are used herein. The three and six month periods ended June 30, 2017 and 2016 each included 13 weeks. Comprehensive (Loss) Income Comprehensive (loss) income includes foreign currency translation adjustments excluded from the Company’s Consolidated Statements of Operations. Use of Estimates The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates, including those related to customer programs and incentives, bad debts, inventories, intangible assets, income taxes, stock-based compensation, contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Revenue Recognition The Company records revenues primarily from product sales. These revenues are recorded net of rebates and other discounts that are estimated at the time of sale, and are largely driven by various customer program offerings, including special pricing agreements, promotions and other volume-based incentives. Revenues from product sales are recorded upon passage of title and risk of loss to the customer. Passage of title to the product and recognition of revenue occurs upon delivery to the customer when sales terms are free on board (“FOB”) destination and at the time of shipment when the sales terms are FOB shipping point and there is no right of return. A portion of product sales includes revenues for diagnostic kits, which are utilized on leased instrument systems under the Company’s “reagent rental” program. The reagent rental program provides customers the right to use the instruments at no separate cost to the customer in consideration for a multi-year agreement to purchase annual minimum amounts of consumables (“reagents” or “diagnostic kits”). When an instrument is placed with a customer under a reagent rental agreement, the Company retains title to the equipment and it remains capitalized on the Company’s Consolidated Balance Sheets as property and equipment. The instrument is depreciated on a straight-line basis over the life of the instrument. Depreciation expense is recorded in cost of sales included in the Consolidated Statements of Operations. The reagent rental agreements represent one unit of accounting as the instrument and consumables (reagents) are interdependent in producing a diagnostic result and neither has a stand-alone value with respect to these agreements. No revenue is recognized at the time of instrument placement. All revenue is recognized when the title and risk of loss for the diagnostic kits have passed to the customer. Royalty income from the grant of license rights is recognized during the period in which the revenue is earned and the amount is determinable from the licensee. The Company earns income from grants for research and commercialization activities. On November 6, 2012, the Company was awarded a milestone-based grant totaling up to $8.3 million from the Bill and Melinda Gates Foundation to develop, manufacture and validate a quantitative, low-cost, nucleic acid assay for HIV drug treatment monitoring on the integrated Savanna MDx platform for use in limited resource settings. Upon execution of the grant agreement, the Company received $2.6 million to fund subsequent research and development activities and received milestone payments totaling $2.5 million in 2013. On September 10, 2014, the Company entered into an amended grant agreement with the Bill and Melinda Gates Foundation for additional funding of up to $12.6 million in order to accelerate the development of the Savanna MDx platform in the developing world. Upon execution of the amended grant agreement, the Company received $10.6 million in cash. The Company received payments of $2.4 million in April 2015 and $2.8 million in July 2016 based on milestone achievements for both the original and the amended grant agreements. Under the original and amended grant agreements, the Company recognized grant revenue on the basis of the lesser of the amount recognized on a proportional performance basis or the amount of cash payments that were non-refundable as of the end of each reporting period. The Company recognized $1.0 million and $2.7 million as grant revenue for the three and six months ended June 30, 2016, respectively. Cash payments received were restricted as to use until expenditures contemplated in the grant were incurred or committed. As of December, 31, 2016 all payment related milestones were achieved and all of the grant revenue of $20.9 million was fully recognized. As such, the Company recognized no grant revenue during the three and six months ended June 30, 2017. Fair Value Measurements The Company uses the fair value hierarchy established in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, which requires that the valuation of assets and liabilities subject to fair value measurements be classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. Reclassifications The Company recorded immaterial reclassifications of one-time acquisition costs totaling $0.3 million and $0.4 million for three and six months ended June 30, 2016, respectively, from general and administrative expense as previously reported in the Consolidated Statements of Operations to conform to current year presentation. The Company believes these reclassifications provide greater clarity and insight into the consolidated financial statements for the periods presented. The reclassification did not impact the net loss as previously reported or any prior amounts reported on the Consolidated Balance Sheets, Statements of Cash Flows, Statements of Comprehensive (Loss) Income or Statements of Stockholders' Equity. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition (“ASU 2014-09”). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current authoritative guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The FASB has issued several amendments to the new standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses, and principal vs. agent considerations. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company has assigned internal resources to assist in the adoption of the new standard and is evaluating the impact of the new standard on its accounting policies, processes and system requirements. The Company has begun the process of identifying, categorizing and analyzing its various revenue streams, but has not yet completed its assessment of the impact. The Company will continue to evaluate the future impact and method of adoption of ASU 2014-09 and related amendments on the Consolidated Financial Statements and related disclosures throughout 2017. The Company will adopt the new standard beginning January 2018. In February 2016, the FASB issued guidance codified in ASU 2016-02 (Topic 842), Leases. The guidance requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term on the balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018 including interim periods therein, with early adoption permitted. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2019. In March 2016, the FASB issued guidance codified in ASU 2016-09 (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This guidance includes provisions to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, accounting for forfeitures, classification of awards as either equity or liability, and classification on the statement of cash flows. ASU 2016-09 includes a requirement that the tax effect related to the settlement of share-based awards be recorded within income tax expense or benefit in the income statement. The simplification of income tax accounting for share-based payment transactions also impacts the computation of weighted-average diluted shares outstanding under the treasury stock method. The Company adopted ASU 2016-09 in the first quarter of 2017 and the impact of the adoption resulted in the following:
In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Under this new guidance, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The guidance is effective for fiscal years beginning after December 15, 2019 including interim periods therein, with early adoption permitted. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2020. |
Computation of Earnings (Loss) Per Share |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Computation of Earnings (Loss) Per Share | Computation of Earnings (Loss) Per Share For the three and six months ended June 30, 2017 and 2016, basic earnings (loss) per share was computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding, including restricted stock units (“RSUs”) vested during the period. Diluted earnings per share (“EPS”) reflects the potential dilution that could occur if the earnings were divided by the weighted-average number of common shares and potentially dilutive common shares from outstanding stock options as well as unvested RSUs. Potential dilutive common shares were calculated using the treasury stock method and represent incremental shares issuable upon exercise of the Company’s outstanding stock options and unvested RSUs. The following table reconciles the weighted-average shares used in computing basic and diluted earnings (loss) per share in the respective periods (in thousands):
Potentially dilutive shares excluded from the calculation above represent stock options when the combined exercise price and unrecognized stock-based compensation are greater than the average market price for the Company’s common stock because their effect is anti-dilutive. Additionally, stock options and RSUs that would have been included in the diluted EPS calculation if the Company had earnings amounted to 1.1 million for the three months ended June 30, 2017. Stock options and RSUs that would have been included in the diluted EPS calculation if the Company had earnings amounted to 0.7 million for both the three and six months ended June 30, 2016. As discussed in Note 6, the Company issued its 3.25% Convertible Senior Notes due 2020 (“Convertible Senior Notes”) in December 2014. It is the Company’s intent and policy to settle conversions through combination settlement, which essentially involves repayment of an amount of cash equal to the “principal portion” and delivery of the “share amount” in excess of the conversion value over the principal portion in cash or shares of common stock (“conversion premium”). No conversion premium existed as of |
Inventories |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventories | Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Inventories consisted of the following, net of reserves of $0.5 million and $0.7 million at June 30, 2017 and December 31, 2016, respectively (in thousands):
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Other Current Liabilities |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following (in thousands):
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Income Taxes |
6 Months Ended |
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Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recognized an income tax benefit of $2.0 million and $4.1 million for the three months ended June 30, 2017 and 2016, respectively, which represents an effective tax rate of 14% and 34%, respectively. For the three months ended June 30, 2017, the effective tax rate was lower compared to the same period of 2016 due to a projected utilization of net operating loss and credit carryforwards available to offset 2017 domestic taxable income. The Company recorded a full valuation allowance against these tax attributes during 2016. The Company recognized an income tax expense of $0.2 million and an income tax benefit of $6.8 million for the six months ended June 30, 2017 and 2016, respectively, which represents an effective tax rate of 6% and 38%, respectively. For the six months ended June 30, 2017, the effective tax rate was lower primarily due to the projected utilization of net operating loss and credit carryforwards available to offset 2017 domestic taxable income. The Company recorded a full valuation allowance against these tax attributes during 2016. The Company is subject to periodic audits by domestic and foreign tax authorities. Due to the carryforward of unutilized net operating loss and credit carryovers, the Company's federal tax years from 2009 and forward are subject to examination by the U.S. authorities. The Company's state and foreign tax years for 2001 and forward are subject to examination by applicable tax authorities. The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax laws applied to the facts of each matter. |
Debt |
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Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt | Debt In December 2014, the Company issued $172.5 million aggregate principal amount of its Convertible Senior Notes. Debt issuance costs of approximately $5.1 million were primarily comprised of underwriters fees, legal, accounting and other professional fees, of which $4.2 million were capitalized and are recorded as a reduction to long-term debt and are being amortized using the effective interest method to interest expense over the six-year term of the Convertible Senior Notes. The remaining $0.9 million of debt issuance costs were allocated as a component of equity in additional paid-in capital. Deferred issuance costs related to the Convertible Senior Notes were $2.4 million and $2.8 million as of June 30, 2017 and December 31, 2016, respectively. The Convertible Senior Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock based on an initial conversion rate, subject to adjustment, of 31.1891 shares per $1,000 principal amount of the Convertible Senior Notes (which represents an initial conversion price of approximately $32.06 per share). The conversion will occur in the following circumstances and to the following extent: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2015, if the last reported sales price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the notes in effect on each applicable trading day; (2) during the five consecutive business day period following any five consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Senior Notes for each such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; or (3) upon the occurrence of specified events described in the indenture for the Convertible Senior Notes. On or after September 15, 2020 until the close of business on the second scheduled trading day immediately preceding the stated maturity date, holders may surrender their notes for conversion at any time, regardless of the foregoing circumstances. It is the Company’s intent and policy to settle conversions through combination settlement, which essentially involves repayment of an amount of cash equal to the “principal portion” and delivery of the “share amount” in excess of the principal portion in shares of common stock or cash. In general, for each $1,000 in principal, the “principal portion” of cash upon settlement is defined as the lesser of $1,000, or the conversion value during the 25-day observation period as described in the indenture for the Convertible Senior Notes. The conversion value is the sum of the daily conversion value, which is the product of the effective conversion rate divided by 25 days and the daily volume weighted-average price (“VWAP”) of the Company’s common stock. The “share amount” is the cumulative “daily share amount” during the observation period, which is calculated by dividing the daily VWAP into the difference between the daily conversion value (i.e., conversion rate x daily VWAP) and $1,000. The Company pays 3.25% interest per annum on the principal amount of the Convertible Senior Notes semi-annually in arrears in cash on June 15 and December 15 of each year. The Convertible Senior Notes mature on December 15, 2020. During the six months ended June 30, 2017, the Company recorded total interest expense of $5.5 million related to the Convertible Senior Notes, of which $2.8 million related to the amortization of the debt discount and issuance costs and $2.7 million related to the coupon due semi-annually. During the six months ended June 30, 2016, the Company recorded total interest expense of $5.5 million related to the Convertible Senior Notes, of which $2.7 million related to the amortization of the debt discount and issuance costs and $2.8 million related to the coupon due semi-annually. If a fundamental change, as defined in the indenture for the Convertible Senior Notes, such as an acquisition, merger, or liquidation of the Company, occurs prior to the maturity date, subject to certain limitations, holders of the Convertible Senior Notes may require the Company to repurchase all or a portion of their Convertible Senior Notes for cash at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. The Company accounts separately for the liability and equity components of the Convertible Senior Notes in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature. Because the Company had no outstanding non-convertible public debt, the Company determined that senior, unsecured corporate bonds traded on the market represent a similar liability to the Convertible Senior Notes without the conversion option. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry with similar credit ratings and with similar maturity, the Company estimated the implied interest rate of its Convertible Senior Notes to be 6.9%, assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component, which were defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Convertible Senior Notes, which resulted in a fair value of the liability component of $141.9 million upon issuance, calculated as the present value of implied future payments based on the $172.5 million aggregate principal amount. The $30.7 million difference between the cash proceeds of $172.5 million and the estimated fair value of the liability component was recorded in additional paid-in capital, net of tax and issuance costs, as the Convertible Senior Notes were not considered redeemable. During the six months ended June 30, 2016, the Company repurchased and retired $5.2 million in principal amount of the outstanding Convertible Senior Notes. The aggregate cash used for the transaction was $4.5 million. The repurchase resulted in a reduction in debt of $4.4 million and a reduction in additional paid-in capital of $0.5 million with a gain on extinguishment of Convertible Senior Notes of $0.4 million included in interest expense, net in the Consolidated Statements of Operations. The Company made no repurchases in principal amount of the outstanding Convertible Senior Notes during the six months ended June 30, 2017. The following table summarizes information about the equity and liability components of the Convertible Senior Notes (dollars in thousands). The fair values of the respective notes outstanding were measured based on quoted market prices.
As a policy election under applicable guidance related to the calculation of diluted net EPS, the Company elected the combination settlement method as its stated settlement policy and applied the treasury stock method in the calculation of dilutive impact of the Convertible Senior Notes. The Convertible Senior Notes were not convertible as of June 30, 2017 and 2016; therefore there was no dilutive impact during the three and six months months ended June 30, 2017 and 2016. If the Convertible Senior Notes were converted as of June 30, 2017, the if-converted value would not exceed the principal amount. |
Stockholders' Equity |
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Stockholders' Equity | Stockholders’ Equity Issuances and Repurchases of Common Stock The Company issued 95,669 shares of common stock in conjunction with the vesting and release of RSUs, 411,781 shares of common stock upon the exercise of stock options and 32,358 shares of common stock in connection with the Company’s employee stock purchase plan (the “ESPP”), resulting in net proceeds to the Company of approximately $5.3 million during the six months ended June 30, 2017. The Company repurchased no shares of common stock under its previously announced share repurchase program during six months ended June 30, 2017. The Company withheld 23,579 shares of outstanding common stock in connection with payment of minimum tax withholding obligations for certain employees relating to the lapse of restrictions on certain RSUs for approximately $0.5 million during the six months ended June 30, 2017. The Company repurchased 1,152,386 shares of common stock under its previously announced share repurchase program for approximately $19.6 million during the six months ended June 30, 2016. The Company withheld 24,932 shares of outstanding common stock in connection with payment of minimum tax withholding obligations for certain employees relating to the lapse of restrictions on certain RSUs for approximately $0.4 million during the six months ended June 30, 2016. As of June 30, 2017, there was $35.0 million available under the Company’s share repurchase program. Stock-Based Compensation The compensation expense related to the Company’s stock-based compensation plans included in the accompanying Consolidated Statements of Operations was as follows (in thousands):
Total compensation expense recognized for the three and six months ended June 30, 2017 includes $1.0 million and $2.1 million related to stock options and $1.1 million and $2.0 million related to RSUs. Total compensation expense recognized for the three and six months ended June 30, 2016 includes $1.1 million and $2.5 million related to stock options and $1.0 million and $1.6 million related to RSUs. As of June 30, 2017, total unrecognized compensation expense related to non-vested stock options was $6.2 million, which is expected to be recognized over a weighted-average period of approximately 2.4 years. As of June 30, 2017, total unrecognized compensation expense related to non-vested restricted stock was $6.7 million, which is expected to be recognized over a weighted-average period of approximately 2.6 years. Compensation expense capitalized to inventory and compensation expense related to the Company’s ESPP were not material for the three and six months ended June 30, 2017 or 2016. The estimated fair value of each stock option was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for the option grants.
The weighted-average fair value of stock options granted during the six months ended June 30, 2017 and 2016 was $8.71 and $5.97, respectively. The Company granted 253,844 and 670,733 stock options during the six months ended June 30, 2017 and 2016, respectively. The fair value of RSUs is determined based on the closing market price of the Company’s common stock on the grant date. The weighted-average fair value of RSUs granted during the six months ended June 30, 2017 and 2016 was $21.55 and $15.51, respectively. The Company granted 332,216 and 167,925 shares of restricted stock during the six months ended June 30, 2017 and 2016, respectively. |
Industry and Geographic Information |
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Industry and Geographic Information | Industry and Geographic Information The Company operates in one reportable segment. Sales to customers outside the U.S. represented $14.7 million (13%) and $16.5 million (18%) of total revenue for the six months ended June 30, 2017 and 2016, respectively. As of June 30, 2017 and December 31, 2016, balances due from foreign customers were $4.5 million and $6.8 million, respectively. The Company had sales to individual customers in excess of 10% of total revenues, as follows:
As of June 30, 2017 and December 31, 2016, accounts receivable from customers with balances due in excess of 10% of total accounts receivable totaled $8.2 million and $13.9 million, respectively. |
Commitments and Contingencies |
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Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal The Company is involved in various claims and litigation matters from time to time in the ordinary course of business. Management believes that all such current legal actions, in the aggregate, will not have a material adverse effect on the Company. The Company also maintains insurance, including coverage for product liability claims, in amounts which management believes are appropriate given the nature of its business. No accruals have been recorded as of June 30, 2017 or as of December 31, 2016 related to such matters as they are not probable and/or reasonably estimable. Licensing Arrangements The Company has entered into various licensing and royalty agreements, which largely require payments by the Company based on specified product sales as well as the achievement of specified milestones. The Company had royalty and license expenses relating to those agreements of approximately $0.2 million and $0.3 million for the three months ended June 30, 2017 and 2016, respectively. The Company had royalty and license expenses relating to those agreements of approximately $0.4 million and $0.5 million for the six months ended June 30, 2017 and 2016, respectively. Research and Development Agreements The Company has entered into various research and development agreements that provide it with rights to develop, manufacture and market products using the intellectual property and technology of its collaborative partners. Under the terms of certain of these agreements, the Company is required to make periodic payments based on achievement of certain milestones or resource expenditures. These milestones generally include achievement of prototype assays, validation lots and clinical trials. As of June 30, 2017 and December 31, 2016, total future commitments under the terms of these agreements are estimated at $0.8 million and $2.3 million, respectively. The commitments will fluctuate as the Company agrees to new phases of development under the existing arrangements. |
Fair Value Measurements |
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Fair Value Measurements | Fair Value Measurements The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods (in thousands):
There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 categories of the fair value hierarchy during the three and six month periods ended June 30, 2017 and the year ended December 31, 2016. The Company used Level 1 inputs to determine the fair value of its cash equivalents, which primarily consist of funds held in government money market accounts and commercial paper. As such, the carrying value of cash equivalents approximates fair value. As of June 30, 2017 and December 31, 2016, the carrying value of cash equivalents was $130.8 million and $133.5 million, respectively. In conjunction with the acquisitions of BioHelix Corporation in May 2013, AnDiaTec GmbH & Co. KG in August 2013 and Immutopics, Inc. in March 2016, the Company has recorded contingent consideration of $4.7 million as of June 30, 2017 and $5.2 million as of December 31, 2016. The Company assesses the fair value of contingent consideration to be settled in cash related to acquisitions using a discounted revenue model. Significant assumptions used in the measurement include revenue projections and discount rates. This fair value measurement of contingent consideration is based on significant inputs not observed in the market and thus represent Level 3 measurements. Changes in estimated fair value of contingent consideration liabilities from December 31, 2016 through June 30, 2017 are as follows (in thousands):
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Acquisition |
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Jun. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On May 16, 2017 the Company acquired the InflammaDry® and AdenoPlus® diagnostic businesses from RPS Diagnostics ("RPS"), a developer and manufacturer of rapid, point-of-care ("POC") diagnostic tests for the eye health and primary care markets, for approximately $14.0 million in cash. The purchase price has been preliminarily allocated as follows: $6.1 million to purchased technology, $7.8 million to goodwill and the remaining value to inventory and property and equipment. The acquisition has been accounted for in conformity with ASC Topic 805, Business Combinations. The InflammaDry and AdenoPlus products are rapid, lateral-flow based, POC products for the detection of infectious and inflammatory diseases and conditions of the eye. Revenues for these products are reflected in the Company’s Immunoassay revenue category. The purchase price allocation related to this acquisition is preliminary as the Company obtains additional information related to working capital items. |
Subsequent Event |
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Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Pending Acquisition of Triage Business On July 15, 2017, the Company entered into a Purchase Agreement (the “Triage Purchase Agreement”) with Alere Inc., a Delaware corporation (“Seller”), QTB Acquisition Corp., a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”), and, for the limited purposes set forth therein, Abbott Laboratories, an Illinois corporation (“Abbott”), pursuant to which Seller agreed to sell, and Purchaser agreed to acquire, Seller’s cardiovascular and toxicology Triage® MeterPro business (the “Triage Business”). As aggregate consideration for the Triage Business, the Company will pay $400.0 million in cash at the closing of the acquisition (subject to an inventory adjustment as set forth in the Triage Purchase Agreement) and assume certain post-closing liabilities. The Company expects to fund the cash purchase price for the Triage Business with a combination of cash on hand and new debt financing. The closing of the acquisition of the Triage Business is subject to certain closing conditions, including: (i) the consummation of the transactions contemplated by the Agreement and Plan of Merger, dated as of January 30, 2016, as amended on April 13, 2017, by and among Seller, Abbott and Angel Sub, Inc. (“Abbott/Alere”), pursuant to which Seller will become a wholly-owned subsidiary of Abbott (the “Abbott/Alere Merger”), (ii) no law or judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any governmental authority, including a court, that remains in effect and that prohibits, enjoins or makes illegal the consummation of the transactions, (iii) the consummation of the transactions contemplated by the BNP Purchase Agreement (as discussed below), and (iv) other customary closing conditions. Consummation of the acquisition of the Triage Business is expected to occur concurrent with, or as soon as practicable following, the closing of the Abbott/Alere Merger. Pending Acquisition of BNP Business Also on July 15, 2017, the Company entered into a Purchase Agreement (the “BNP Purchase Agreement”) with Seller, Purchaser, and, for the limited purposes set forth therein, Abbott, pursuant to which Seller agreed to sell, and Purchaser agreed to acquire, assets and liabilities relating to Seller’s contractual arrangement with Beckman Coulter, Inc. for the supply by Seller of antibodies and other inputs related to, and distribution of, the Triage® BNP Test (the “BNP Product”) for the Beckman Coulter Access Family of Immunoassay Systems (the “BNP Business”). As aggregate consideration for the BNP Business, the Company will pay up to $40.0 million in cash, payable in five annual installments of $8.0 million, the first of which will be paid approximately six months following the closing of the transactions contemplated by the BNP Purchase Agreement, and assume certain post-closing liabilities. The cash purchase price is subject to an inventory adjustment as set forth in the BNP Purchase Agreement. The obligation to pay the annual installments will (i) terminate if our net sales of BNP Product fall below a specified amount in the European Economic Area and certain other specified market conditions occur, and (ii) accelerate, and be immediately payable, if the Company transfers or conveys certain associated rights, assets or properties. The Company intends to fund the cash purchase price for the BNP Business from cash on hand. The closing of the acquisition of the BNP Business is subject to certain closing conditions, including: (i) the consummation of the Abbott/Alere Merger, (ii) no law or judgment (whether temporary, preliminary or permanent) shall have been promulgated, entered, enforced, enacted or issued by any governmental authority, including a court, that remains in effect and that prohibits, enjoins or makes illegal the consummation of the transactions, (iii) the consummation of the transactions contemplated by the Triage Purchase Agreement, and (iv) other customary closing conditions. The acquisition of the BNP Business is expected to occur at, or as soon as practicable following, the closing of the Abbott/Alere Merger. Commitment Letter Also, on July 15, 2017, in connection with the entry into the Triage Purchase Agreement, the Company entered into a commitment letter (the “Commitment Letter”) with Bank of America, N.A. (“Bank of America”) and JPMorgan Chase Bank, N.A. (“JPMorgan” and together with Bank of America, the “Initial Lenders”) and Merrill Lynch, Pierce, Fenner & Smith Incorporated (or any of its designated affiliates, “MLPFS”) and JPMorgan (“JPMS” and together with MLPFS, the “Lead Arrangers”). The Commitment Letter provides that, in connection with the transactions contemplated by the Triage Purchase Agreement and subject to the conditions set forth in the Commitment Letter, the Initial Lenders will provide to the Company a $245.0 million senior secured term loan facility (the “Term Loan”) and a $25.0 million revolving credit facility (the “Revolving Credit Facility,” and together with the Term Loan, the “Financing”). The Company intends to use, along with cash on hand, the proceeds of the Term Loan and a portion of the Revolving Credit Facility to pay the consideration for the Triage Business and associated fees and costs for its acquisitions of the Triage Business and the BNP Business. The commitment to provide the Financing remains subject to certain conditions, including consummation of the acquisitions; the negotiation and execution of definitive documentation consistent with the Commitment Letter; the delivery of certain financial information; the absence of a material adverse effect on the Triage Business; the accuracy of specified representations and warranties of Abbott/Alere in the Triage Purchase Agreement and specified representations and warranties of the Company to be set forth in the definitive loan documents; the Lead Arrangers having been provided a specified period to syndicate the Financing, with the assistance of the Company as set forth in the Commitment Letter; and other customary closing conditions. The actual documentation governing the Financing has not been finalized, and accordingly, the actual terms may differ from the description of such terms in the Commitment Letter. |
Summary of Significant Accounting Policies (Policy) |
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Accounting Policies [Abstract] | |||||||||||||||||
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of Quidel Corporation and its subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The information at June 30, 2017, and for the three and six months ended June 30, 2017 and 2016, is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s 2016 Annual Report on Form 10-K. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. For 2017 and 2016, the Company’s fiscal year will end or has ended on December 31, 2017 and January 1, 2017, respectively. For 2017 and 2016, the Company’s second quarter ended on July 2, 2017 and July 3, 2016, respectively. For ease of reference, the calendar quarter end dates are used herein. The three and six month periods ended June 30, 2017 and 2016 each included 13 weeks. |
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Comprehensive Income (Loss) | Comprehensive (Loss) Income Comprehensive (loss) income includes foreign currency translation adjustments excluded from the Company’s Consolidated Statements of Operations. |
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Use of Estimates | Use of Estimates The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates, including those related to customer programs and incentives, bad debts, inventories, intangible assets, income taxes, stock-based compensation, contingencies and litigation. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
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Revenue Recognition | Revenue Recognition The Company records revenues primarily from product sales. These revenues are recorded net of rebates and other discounts that are estimated at the time of sale, and are largely driven by various customer program offerings, including special pricing agreements, promotions and other volume-based incentives. Revenues from product sales are recorded upon passage of title and risk of loss to the customer. Passage of title to the product and recognition of revenue occurs upon delivery to the customer when sales terms are free on board (“FOB”) destination and at the time of shipment when the sales terms are FOB shipping point and there is no right of return. A portion of product sales includes revenues for diagnostic kits, which are utilized on leased instrument systems under the Company’s “reagent rental” program. The reagent rental program provides customers the right to use the instruments at no separate cost to the customer in consideration for a multi-year agreement to purchase annual minimum amounts of consumables (“reagents” or “diagnostic kits”). When an instrument is placed with a customer under a reagent rental agreement, the Company retains title to the equipment and it remains capitalized on the Company’s Consolidated Balance Sheets as property and equipment. The instrument is depreciated on a straight-line basis over the life of the instrument. Depreciation expense is recorded in cost of sales included in the Consolidated Statements of Operations. The reagent rental agreements represent one unit of accounting as the instrument and consumables (reagents) are interdependent in producing a diagnostic result and neither has a stand-alone value with respect to these agreements. No revenue is recognized at the time of instrument placement. All revenue is recognized when the title and risk of loss for the diagnostic kits have passed to the customer. Royalty income from the grant of license rights is recognized during the period in which the revenue is earned and the amount is determinable from the licensee. The Company earns income from grants for research and commercialization activities. On November 6, 2012, the Company was awarded a milestone-based grant totaling up to $8.3 million from the Bill and Melinda Gates Foundation to develop, manufacture and validate a quantitative, low-cost, nucleic acid assay for HIV drug treatment monitoring on the integrated Savanna MDx platform for use in limited resource settings. Upon execution of the grant agreement, the Company received $2.6 million to fund subsequent research and development activities and received milestone payments totaling $2.5 million in 2013. On September 10, 2014, the Company entered into an amended grant agreement with the Bill and Melinda Gates Foundation for additional funding of up to $12.6 million in order to accelerate the development of the Savanna MDx platform in the developing world. Upon execution of the amended grant agreement, the Company received $10.6 million in cash. The Company received payments of $2.4 million in April 2015 and $2.8 million in July 2016 based on milestone achievements for both the original and the amended grant agreements. Under the original and amended grant agreements, the Company recognized grant revenue on the basis of the lesser of the amount recognized on a proportional performance basis or the amount of cash payments that were non-refundable as of the end of each reporting period. The Company recognized $1.0 million and $2.7 million as grant revenue for the three and six months ended June 30, 2016, respectively. Cash payments received were restricted as to use until expenditures contemplated in the grant were incurred or committed. As of December, 31, 2016 all payment related milestones were achieved and all of the grant revenue of $20.9 million was fully recognized. As such, the Company recognized no grant revenue during the three and six months ended June 30, 2017. |
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Fair Value Measurements | Fair Value Measurements The Company uses the fair value hierarchy established in Accounting Standards Codification (“ASC”) Topic 820, Fair Value Measurements and Disclosures, which requires that the valuation of assets and liabilities subject to fair value measurements be classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. |
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Reclassification, Policy [Policy Text Block] | Reclassifications The Company recorded immaterial reclassifications of one-time acquisition costs totaling $0.3 million and $0.4 million for three and six months ended June 30, 2016, respectively, from general and administrative expense as previously reported in the Consolidated Statements of Operations to conform to current year presentation. The Company believes these reclassifications provide greater clarity and insight into the consolidated financial statements for the periods presented. The reclassification did not impact the net loss as previously reported or any prior amounts reported on the Consolidated Balance Sheets, Statements of Cash Flows, Statements of Comprehensive (Loss) Income or Statements of Stockholders' Equity. |
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Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which amends the guidance in former ASC 605, Revenue Recognition (“ASU 2014-09”). The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current authoritative guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The FASB has issued several amendments to the new standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses, and principal vs. agent considerations. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company has assigned internal resources to assist in the adoption of the new standard and is evaluating the impact of the new standard on its accounting policies, processes and system requirements. The Company has begun the process of identifying, categorizing and analyzing its various revenue streams, but has not yet completed its assessment of the impact. The Company will continue to evaluate the future impact and method of adoption of ASU 2014-09 and related amendments on the Consolidated Financial Statements and related disclosures throughout 2017. The Company will adopt the new standard beginning January 2018. In February 2016, the FASB issued guidance codified in ASU 2016-02 (Topic 842), Leases. The guidance requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term on the balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018 including interim periods therein, with early adoption permitted. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2019. In March 2016, the FASB issued guidance codified in ASU 2016-09 (Topic 718), Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). This guidance includes provisions to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, accounting for forfeitures, classification of awards as either equity or liability, and classification on the statement of cash flows. ASU 2016-09 includes a requirement that the tax effect related to the settlement of share-based awards be recorded within income tax expense or benefit in the income statement. The simplification of income tax accounting for share-based payment transactions also impacts the computation of weighted-average diluted shares outstanding under the treasury stock method. The Company adopted ASU 2016-09 in the first quarter of 2017 and the impact of the adoption resulted in the following:
In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Under this new guidance, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The guidance is effective for fiscal years beginning after December 15, 2019 including interim periods therein, with early adoption permitted. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2020. |
Computation of Earnings (Loss) Per Share Schedule of Earnings (Loss) Per Share (Tables) |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Earnings Per Share [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the weighted-average shares used in computing basic and diluted earnings (loss) per share in the respective periods (in thousands):
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Inventories (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Inventory Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Summary of Inventories | Inventories consisted of the following, net of reserves of $0.5 million and $0.7 million at June 30, 2017 and December 31, 2016, respectively (in thousands):
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Other Current Liabilities (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Liabilities Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Other Current Liabilities | Other current liabilities consist of the following (in thousands):
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Debt (Tables) |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Debt Disclosure [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Schedule of Convertible Senior Notes | The fair values of the respective notes outstanding were measured based on quoted market prices.
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Stockholders' Equity (Tables) |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Equity [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Compensation Expense Related to Stock-Based Compensation Plans | The compensation expense related to the Company’s stock-based compensation plans included in the accompanying Consolidated Statements of Operations was as follows (in thousands):
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Estimated Fair Value of Each Stock Option Award | The estimated fair value of each stock option was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for the option grants.
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Industry and Geographic Information (Tables) |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Industry And Geographic Information [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Sales to Individual Customers in Excess of 10% of Total Revenues | The Company had sales to individual customers in excess of 10% of total revenues, as follows:
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Fair Value Measurements (Tables) |
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Jun. 30, 2017 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods (in thousands):
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Changes in Estimated Fair Value of Contingent Consideration Liabilities | Changes in estimated fair value of contingent consideration liabilities from December 31, 2016 through June 30, 2017 are as follows (in thousands):
|
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions |
1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | 47 Months Ended | ||||
---|---|---|---|---|---|---|---|---|---|
Sep. 10, 2014 |
Nov. 06, 2012 |
Jul. 31, 2016 |
Apr. 30, 2015 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2016 |
Dec. 31, 2013 |
Sep. 30, 2016 |
|
Accounting Policies [Abstract] | |||||||||
Company milestone-based grant | $ 12.6 | $ 8.3 | |||||||
Fund received for research and development activities | $ 2.6 | ||||||||
Milestone payments received | $ 10.6 | $ 2.8 | $ 2.4 | $ 2.5 | |||||
Company grant revenue | $ 0.0 | $ 1.0 | $ 2.7 | $ 20.9 | |||||
Prior period reclassification adjustment | $ 0.3 | $ 0.4 | |||||||
Valuation allowances and reserves | $ 1.8 |
Inventories - Additional Information (Detail) - USD ($) $ in Millions |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Net of reserves, inventories | $ 0.5 | $ 0.7 |
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,104 | $ 9,297 |
Work-in-process (materials, labor and overhead) | 7,665 | 7,990 |
Finished goods (materials, labor and overhead) | 6,195 | 8,758 |
Total inventories | $ 22,964 | $ 26,045 |
Other Current Liabilities (Detail) - USD ($) $ in Thousands |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|
Other Liabilities Disclosure [Abstract] | ||
Customer incentives | $ 4,852 | $ 3,766 |
Accrued interest | 227 | 227 |
Other | 1,176 | 1,006 |
Total other current liabilities | $ 6,255 | $ 4,999 |
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | ||
---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Income Tax Disclosure [Abstract] | ||||
(Benefit) provision for income taxes | $ (1,963) | $ (4,103) | $ 151 | $ (6,806) |
Effective tax rate | 14.20% | 34.40% | 6.00% | 38.00% |
Stockholders' Equity - Estimated Fair Value of Each Stock Option Award (Detail) |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Equity [Abstract] | ||
Risk-free interest rate | 2.31% | 1.47% |
Expected option life (in years) | 6 years 7 months 18 days | 6 years 7 months 2 days |
Volatility rate | 36.00% | 36.00% |
Dividend rate | 0.00% | 0.00% |
Industry and Geographic Information - Sales to Individual Customers in Excess of 10% of Total Revenues (Detail) - Sales [Member] |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
|
Revenue, Major Customer [Line Items] | ||
Sales percentage | 10.00% | |
Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 53.00% | 40.00% |
Customer Concentration Risk [Member] | Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 22.00% | 14.00% |
Customer Concentration Risk [Member] | Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 16.00% | 13.00% |
Customer Concentration Risk [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 15.00% | 13.00% |
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands |
3 Months Ended | 6 Months Ended | |||
---|---|---|---|---|---|
Jun. 30, 2017 |
Jun. 30, 2016 |
Jun. 30, 2017 |
Jun. 30, 2016 |
Dec. 31, 2016 |
|
Sale Leaseback Transaction [Line Items] | |||||
Accrued in other current liabilities | $ 6,255 | $ 6,255 | $ 4,999 | ||
Company had royalty and license expenses relating to those agreements | 200 | $ 300 | 400 | $ 500 | |
Claims and litigation [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Accrued in other current liabilities | 0 | 0 | |||
Research and Development Agreements [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Current commitments | $ 800 | $ 800 | $ 2,300 |
Fair Value Measurements - Additional Information (Detail) - USD ($) |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Dec. 31, 2016 |
|
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Transfer of assets and liabilities between levels | $ 0 | |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents, at Carrying Value | 130,820,000 | $ 133,540,000 |
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents, at Carrying Value | $ 130,820,000 | $ 133,540,000 |
Fair Value Measurements - Changes in Estimated Fair Value of Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands |
6 Months Ended | |
---|---|---|
Jun. 30, 2017 |
Dec. 31, 2016 |
|
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2016 | $ 4,691 | $ 5,175 |
Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2016 | 4,691 | $ 5,175 |
Cash payments | (486) | |
Unrealized loss on foreign currency translation | 2 | |
Balance at June 30, 2017 | $ 4,691 |
Acquisition (Detail) - USD ($) $ in Thousands |
May 16, 2017 |
Jun. 30, 2017 |
Dec. 31, 2016 |
---|---|---|---|
Business Acquisition [Line Items] | |||
Goodwill | $ 91,676 | $ 83,834 | |
RPS Diagnostics [Member] | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | $ 14,000 | ||
Goodwill | 7,800 | ||
Technology-Based Intangible Assets [Member] | RPS Diagnostics [Member] | |||
Business Acquisition [Line Items] | |||
Purchased technology | $ 6,100 |
Subsequent Event (Details) - USD ($) |
Jul. 28, 2017 |
Jul. 15, 2017 |
---|---|---|
Triage Business [Member] | Scenario, Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Payments to acquire businesses | $ 400,000,000 | |
BNP Business [Member] | Scenario, Forecast [Member] | ||
Subsequent Event [Line Items] | ||
Payments to acquire businesses | 8,000,000 | |
Consideration | $ 40,000,000 | |
Secured Debt [Member] | Term Loan [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Convertible Senior Notes, face amount | $ 245,000,000.0 | |
Revolving Credit Facility [Member] | Line of Credit [Member] | Subsequent Event [Member] | ||
Subsequent Event [Line Items] | ||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 |
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