Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2019 | Jul. 31, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2019 | |
Document Transition Report | false | |
Entity File Number | 0-10961 | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 94-2573850 | |
Entity Address, Address Line One | 12544 High Bluff Drive | |
Entity Address, Address Line Two | Suite 200 | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92130 | |
City Area Code | 858 | |
Local Phone Number | 552-1100 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Entity Name | QDEL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,441,467 | |
Entity Registrant Name | QUIDEL CORP /DE/ | |
Entity Central Index Key | 0000353569 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 28,554 | $ 43,695 |
Accounts receivable, net | 44,643 | 58,677 |
Inventories | 64,622 | 67,379 |
Prepaid expenses and other current assets | 19,693 | 23,646 |
Total current assets | 157,512 | 193,397 |
Property, plant and equipment, net | 76,909 | 73,901 |
Right-of-use assets | 84,368 | 0 |
Goodwill | 337,021 | 337,021 |
Intangible assets, net | 161,137 | 175,029 |
Deferred tax asset—non-current | 22,675 | 22,192 |
Other non-current assets | 6,559 | 4,831 |
Total assets | 846,181 | 806,371 |
Current liabilities: | ||
Accounts payable | 24,837 | 25,171 |
Accrued payroll and related expenses | 13,917 | 19,210 |
Current portion of operating lease liabilities | 5,474 | 0 |
Current portion of contingent consideration | 5,759 | 3,983 |
Current portion of deferred consideration | 42,000 | 44,000 |
Convertible Senior Notes | 12,431 | 54,379 |
Other current liabilities | 7,694 | 12,992 |
Total current liabilities | 112,112 | 159,735 |
Operating lease liabilities | 82,386 | 0 |
Revolving Credit Facility | 18,188 | 53,188 |
Deferred consideration - non-current | 105,662 | 143,158 |
Contingent consideration - non-current | 9,948 | 15,129 |
Other non-current liabilities | 7,922 | 9,577 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued or outstanding at June 30, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $.001 par value per share; 97,500 shares authorized; 41,418 and 39,386 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively | 41 | 39 |
Additional paid-in capital | 421,996 | 363,921 |
Accumulated other comprehensive income (loss) | 49 | (139) |
Retained earnings | 87,877 | 61,763 |
Total stockholders’ equity | 509,963 | 425,584 |
Total liabilities and stockholders’ equity | $ 846,181 | $ 806,371 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2019 | Dec. 31, 2018 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value per share (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 97,500,000 | 97,500,000 |
Common stock, shares issued (in shares) | 41,418,000 | 39,386,000 |
Common stock, shares outstanding (in shares) | 41,418,000 | 39,386,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Statement [Abstract] | ||||
Total revenues | $ 108,252 | $ 103,155 | $ 256,220 | $ 272,298 |
Cost of sales | 49,073 | 45,487 | 106,114 | 108,359 |
Gross profit | 59,179 | 57,668 | 150,106 | 163,939 |
Research and development | 11,723 | 13,284 | 25,653 | 25,905 |
Sales and marketing | 26,926 | 27,545 | 56,515 | 56,103 |
General and administrative | 12,876 | 11,500 | 26,307 | 22,032 |
Acquisition and integration costs | 1,836 | 4,935 | 4,660 | 8,402 |
Total operating expenses | 53,361 | 57,264 | 113,135 | 112,442 |
Operating income | 5,818 | 404 | 36,971 | 51,497 |
Interest expense, net | (4,505) | (6,839) | (9,087) | (14,689) |
Loss on extinguishment of debt | (748) | (2,398) | (748) | (6,965) |
Total other expense, net | (5,253) | (9,237) | (9,835) | (21,654) |
Income (loss) before income taxes | 565 | (8,833) | 27,136 | 29,843 |
(Benefit) provision for income taxes | (705) | (5,757) | 1,022 | (1,039) |
Net income (loss) | $ 1,270 | $ (3,076) | $ 26,114 | $ 30,882 |
Basic (loss) earnings per share (in USD per share) | $ 0.03 | $ (0.08) | $ 0.65 | $ 0.84 |
Diluted (loss) earnings per share (in USD per share) | $ 0.03 | $ (0.08) | $ 0.65 | $ 0.81 |
Shares used in basic per share calculation (in shares) | 40,209 | 37,925 | 39,957 | 36,586 |
Shares used in diluted per share calculation (in shares) | 41,429 | 37,925 | 42,315 | 42,255 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Statement of Comprehensive Income [Abstract] | ||||
Net income (loss) | $ 1,270 | $ (3,076) | $ 26,114 | $ 30,882 |
Other comprehensive (loss) income | ||||
Changes in cumulative translation adjustment, net of tax | 94 | (14) | (154) | 6 |
Net unrealized gains on derivative instruments | 164 | 0 | 454 | 0 |
Reclassification of net realized gains on derivative instruments included in net income (loss) | (112) | 0 | (112) | 0 |
Total change in unrealized gains (losses) realized from cash flow hedges, net of tax | 52 | 0 | 342 | 0 |
Comprehensive income (loss) | $ 1,416 | $ (3,090) | $ 26,302 | $ 30,888 |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity Statement - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional paid-in capital | Accumulated other comprehensive (loss) income | Retained earnings |
Balance (in shares) at Dec. 31, 2017 | 34,540 | ||||
Balance at Dec. 31, 2017 | $ 227,104 | $ 35 | $ 239,489 | $ 0 | $ (12,420) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under equity compensation plans (in shares) | 516 | ||||
Issuance of common stock under equity compensation and benefit plans | 5,652 | 5,652 | |||
Stock-based compensation expense | 2,936 | 2,936 | |||
Debt conversion, shares issued (in shares) | 2,428 | ||||
Issuance of shares in exchange for Convertible Senior Notes | 118,075 | $ 2 | 118,073 | ||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | (53,867) | (53,867) | |||
Repurchases of common stock (in shares) | (73) | ||||
Repurchases of common stock | (3,232) | (3,232) | |||
Changes in cumulative translation adjustment, net of tax | 20 | 20 | |||
Net income (loss) | 33,958 | 33,958 | |||
Balance (in shares) at Mar. 31, 2018 | 37,411 | ||||
Balance at Mar. 31, 2018 | 330,646 | $ 37 | 309,051 | 20 | 21,538 |
Balance (in shares) at Dec. 31, 2017 | 34,540 | ||||
Balance at Dec. 31, 2017 | 227,104 | $ 35 | 239,489 | 0 | (12,420) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Changes in cumulative translation adjustment, net of tax | 6 | ||||
Net income (loss) | 30,882 | ||||
Balance (in shares) at Jun. 30, 2018 | 39,001 | ||||
Balance at Jun. 30, 2018 | 368,908 | $ 39 | 350,401 | 6 | 18,462 |
Balance (in shares) at Mar. 31, 2018 | 37,411 | ||||
Balance at Mar. 31, 2018 | 330,646 | $ 37 | 309,051 | 20 | 21,538 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under equity compensation plans (in shares) | 326 | ||||
Issuance of common stock under equity compensation and benefit plans | 3,898 | 3,898 | |||
Stock-based compensation expense | 2,579 | 2,579 | |||
Debt conversion, shares issued (in shares) | 1,270 | ||||
Issuance of shares in exchange for Convertible Senior Notes | 82,110 | $ 2 | 82,108 | ||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | (46,860) | (46,860) | |||
Repurchases of common stock (in shares) | (6) | ||||
Repurchases of common stock | (375) | (375) | |||
Changes in cumulative translation adjustment, net of tax | (14) | (14) | |||
Net income (loss) | (3,076) | (3,076) | |||
Balance (in shares) at Jun. 30, 2018 | 39,001 | ||||
Balance at Jun. 30, 2018 | 368,908 | $ 39 | 350,401 | 6 | 18,462 |
Balance (in shares) at Dec. 31, 2018 | 39,386 | ||||
Balance at Dec. 31, 2018 | 425,584 | $ 39 | 363,921 | (139) | 61,763 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under equity compensation plans (in shares) | 444 | ||||
Issuance of common stock under equity compensation and benefit plans | 8,817 | $ 1 | 8,816 | ||
Stock-based compensation expense | 2,887 | 2,887 | |||
Repurchases of common stock (in shares) | (24) | ||||
Repurchases of common stock | (1,476) | (1,476) | |||
Other comprehensive gain (loss), net of tax | 42 | 42 | |||
Net income (loss) | 24,844 | 24,844 | |||
Balance (in shares) at Mar. 31, 2019 | 39,806 | ||||
Balance at Mar. 31, 2019 | 460,698 | $ 40 | 374,148 | (97) | 86,607 |
Balance (in shares) at Dec. 31, 2018 | 39,386 | ||||
Balance at Dec. 31, 2018 | 425,584 | $ 39 | 363,921 | (139) | 61,763 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Changes in cumulative translation adjustment, net of tax | (154) | ||||
Net income (loss) | 26,114 | ||||
Balance (in shares) at Jun. 30, 2019 | 41,418 | ||||
Balance at Jun. 30, 2019 | 509,963 | $ 41 | 421,996 | 49 | 87,877 |
Balance (in shares) at Mar. 31, 2019 | 39,806 | ||||
Balance at Mar. 31, 2019 | 460,698 | $ 40 | 374,148 | (97) | 86,607 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under equity compensation plans (in shares) | 122 | ||||
Issuance of common stock under equity compensation and benefit plans | 1,433 | 1,433 | |||
Stock-based compensation expense | 3,309 | 3,309 | |||
Debt conversion, shares issued (in shares) | 1,497 | ||||
Issuance of shares in exchange for Convertible Senior Notes | 86,428 | $ 1 | 86,427 | ||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | (43,516) | (43,516) | |||
Tax impact from the conversion of Convertible Senior Notes | 590 | 590 | |||
Repurchases of common stock (in shares) | (7) | ||||
Repurchases of common stock | (395) | (395) | |||
Other comprehensive gain (loss), net of tax | 146 | 146 | |||
Changes in cumulative translation adjustment, net of tax | 94 | ||||
Net income (loss) | 1,270 | ||||
Balance (in shares) at Jun. 30, 2019 | 41,418 | ||||
Balance at Jun. 30, 2019 | $ 509,963 | $ 41 | $ 421,996 | $ 49 | $ 87,877 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
OPERATING ACTIVITIES: | ||
Net income | $ 26,114 | $ 30,882 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 24,458 | |
Stock-based compensation expense | 6,960 | 6,415 |
Amortization of debt discount and deferred issuance costs | 1,151 | 2,714 |
Change in fair value of acquisition contingencies | 626 | 745 |
Accretion of interest on deferred consideration | 4,504 | 5,401 |
Amortization of inventory step-up to fair value | 0 | 3,650 |
Loss on extinguishment of debt | 748 | 6,965 |
Changes in assets and liabilities: | ||
Accounts receivable | 13,997 | 22,342 |
Inventories | 2,704 | 3,710 |
Prepaid expenses and other current and non-current assets | 2,139 | (12,816) |
Accounts payable | (808) | (5,070) |
Accrued payroll and related expenses | (4,037) | (1,505) |
Other current and non-current liabilities | (5,125) | (590) |
Net cash provided by operating activities: | 73,431 | 62,843 |
INVESTING ACTIVITIES: | ||
Acquisitions of property and equipment | (11,784) | (13,577) |
Proceeds from sale of Summers Ridge Property | 0 | 146,644 |
Net cash (used for) provided by investing activities: | (11,784) | 133,067 |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 8,233 | 9,549 |
Payments on Revolving Credit Facility | (157) | (60) |
Payments on finance lease obligation | (35,000) | (10,000) |
Repurchases of common stock | (1,871) | (3,607) |
Payments of acquisition contingent consideration | (4,031) | (3,017) |
Payments of deferred consideration | (44,000) | (46,000) |
Payments of Term Loan | 0 | (161,813) |
Transaction costs related to debt exchange | 0 | (2,002) |
Net cash used for financing activities: | (76,826) | (216,950) |
Effect of exchange rates on cash | 38 | 10 |
Net (decrease) increase in cash and cash equivalents | (15,141) | (21,030) |
Cash and cash equivalents, beginning of period | 43,695 | 36,086 |
Cash and cash equivalents, end of period | 28,554 | 15,056 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Purchase of property and equipment by incurring current liabilities | 1,351 | 1,752 |
Reduction of other current liabilities upon issuance of restricted share units | 2,018 | 0 |
Extinguishment of Convertible Senior Notes through issuance of common stock | $ 86,428 | $ 200,185 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 , and for the three and six months ended June 30, 2019 and 2018 , is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s 2018 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 2019 and 2018 , the Company’s fiscal year will end or has ended on December 29, 2019 and December 30, 2018 , respectively. For 2019 and 2018 , the Company’s second quarter ended on June 30, 2019 and July 1, 2018 , respectively. For ease of reference, the calendar quarter end dates are used herein. The three and six -month periods ended June 30, 2019 and 2018 each included 13 and 26 weeks, respectively. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Recent Accounting Pronouncements Accounting Standards Update (“ASU”) 2016-02 and ASU 2018-11 (collectively, “ASC 842”) require a lessee to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset representing the right to use the underlying asset for the lease term on the balance sheet. Deferred rent, previously recorded in other current liabilities and other non-current liabilities, is derecognized. The Company adopted ASC 842 as of January 1, 2019 using the alternative transition method to apply the guidance. The Company elected the package of practical expedients which, among other things, allows the Company to carry forward its historical lease classifications. The following table presents the effect of the change in accounting principle on the Company’s Consolidated Balance Sheets as of January 1, 2019: Consolidated Balance Sheet (in thousands) January 1, Effect of Change in Accounting Principle After change in Accounting Principle ASSETS Operating lease right-of-use asset $ — $ 87,086 $ 87,086 Total assets $ 806,371 $ 87,086 $ 893,457 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of operating lease liability $ — $ 5,290 $ 5,290 Other current liabilities 12,992 (448 ) 12,544 Total current liabilities 159,735 4,842 164,577 Operating lease liability — 84,866 84,866 Other non-current liabilities 9,577 (2,622 ) 6,955 Total liabilities and stockholders’ equity $ 806,371 $ 87,086 $ 893,457 In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment . 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 Company adopted the guidance during the first quarter of 2019 with no impact to the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The standard is effective for the Company beginning in the first quarter of 2020, with early adoption permitted. We are currently evaluating the expected impact of ASU 2016-13 on our consolidated financial statements. Significant Accounting Policies During the six months ended June 30, 2019 , there have been no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 except as described below and in Note 10. Derivatives and Hedging. Leases - Lease liabilities represent the obligation to make lease payments and ROU assets represent the right to use the underlying asset during the lease term. Lease liabilities and ROU assets are recognized at the commencement date of the lease based on the present value of lease payments over the lease term at the commencement date. When the implicit rate is unknown, an incremental borrowing rate based on the information available at the commencement date is used in determining the present value of the lease payments. Options to extend or terminate the lease are included in the determination of the lease term when it is reasonably certain that the Company will exercise such options. For certain classes of assets, the Company accounts for lease and non-lease components as a single lease component. Variable lease payments, including those related to changes in the consumer price index, are recognized in the period in which the obligation for those payments are incurred and are not included in the measurement of the ROU assets or lease liabilities. Short-term leases are excluded from the calculation of the ROU assets and lease liabilities. |
Computation of Earnings (Loss)
Computation of Earnings (Loss) Per Share | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Computation of Earnings (Loss) Per Share | Computation of Earnings (Loss) Per Share Basic earnings (loss) per share (“EPS”) is computed by dividing net income (loss) by the weighted-average number of common shares outstanding, including restricted stock units (“RSUs”) vested during the period. Diluted EPS is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable from stock options, unvested RSUs and the 3.25% Convertible Senior Notes due 2020 (“Convertible Senior Notes”). Potentially dilutive common shares from outstanding stock options and unvested RSUs are determined using the average share price for each period under the treasury stock method. Potentially dilutive shares from the Convertible Senior Notes are determined using the if-converted method. Under the provisions of the if-converted method, the Convertible Senior Notes are assumed to be converted and included in the denominator of the EPS calculation and the interest expense, net of tax, recorded in connection with the Convertible Senior Notes is added back to net income. The Convertible Senior Notes have a dilutive impact when the average market price of the Company’s common stock exceeds the applicable conversion price of the notes. The Senior Convertible Notes became convertible on March 31, 2018 and remained convertible through June 30, 2019 . The following table reconciles net income (loss) and the weighted-average shares used in computing basic and diluted earnings (loss) per share (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Numerator: Net income (loss) used for basic earnings per share $ 1,270 $ (3,076 ) $ 26,114 $ 30,882 Interest expense on Convertible Senior Notes, net of tax (1) — — 1,489 3,361 Net income (loss) used for diluted earnings per share, if-converted method (1) $ 1,270 $ (3,076 ) $ 27,603 $ 34,243 Basic weighted-average common shares outstanding 40,209 37,925 39,957 36,586 Potentially dilutive shares issuable from Convertible Senior Notes (1) 6 — 1,062 3,881 Potentially dilutive shares issuable from stock options and unvested RSUs 1,214 — 1,296 1,788 Diluted weighted-average common shares outstanding, if-converted (1) 41,429 37,925 42,315 42,255 Potentially dilutive shares excluded from calculation due to anti-dilutive effect (2) 227 167 183 183 (1) The if-converted method was not applicable for the three months ended June 30, 2019 and 2018 due to its anti-dilutive impact. For the three months ended June 30, 2019 , the number of potentially dilutive shares issuable from Convertible Senior Notes under the if-converted method was 1.6 million shares. For the three months ended June 30, 2018 , the number of potentially dilutive shares issuable from Convertible Senior Notes under the if-converted method and stock options and unvested RSUs were 2.8 million shares and 1.8 million shares, respectively. |
Balance Sheet Account Details
Balance Sheet Account Details | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Balance Sheet Account Details | Balance Sheet Account Details Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 23,725 $ 24,292 Work-in-process (materials, labor and overhead) 20,413 21,280 Finished goods (materials, labor and overhead) 20,484 21,807 Total inventories $ 64,622 $ 67,379 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): June 30, December 31, Receivables under transition service agreements $ 9,735 $ 15,507 Income taxes receivable 2,698 2,703 Prepaid expenses 4,850 4,508 Other 2,410 928 Total prepaid expenses and other current assets $ 19,693 $ 23,646 Other Current Liabilities Other current liabilities consist of the following (in thousands) June 30, December 31, Customer incentives $ 1,988 $ 7,516 Income and other taxes payable 1,284 1,962 Customer deposits 1,787 — Accrued interest 26 347 Other 2,609 3,167 Total other current liabilities $ 7,694 $ 12,992 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company calculates its interim income tax provision in accordance with Accounting Standards Codification (“ASC”) 270, Interim Reporting , and ASC 740, Accounting for Income Taxes (together, “ASC 740”). At the end of each interim period, the Company estimates its annual effective tax rate and applies that rate to its ordinary quarterly earnings to calculate the tax related to ordinary income. The tax effects for other items that are excluded from ordinary income are discretely calculated and recognized in the period in which they occur. On December 22, 2017, the Tax Cuts and Jobs Act (the “Tax Act”) was enacted into legislation, which includes a broad range of provisions affecting businesses. The Tax Act significantly revised how companies compute their U.S. corporate tax liability by, among other provisions, reducing the corporate tax rate from 35% to 21% for tax years beginning after December 31, 2017, implementing a territorial tax system, and requiring a mandatory one-time tax on U.S.-owned undistributed foreign earnings and profits known as the transition tax. The Company recognized income tax benefit of $0.7 million and $5.8 million for the three months ended June 30, 2019 and 2018 , respectively, which represents an effective tax rate of (125)% and 65% , respectively. The Company’s (125)% effective tax rate for the three months ended June 30, 2019 differed from the federal statutory rate of 21% primarily due to the discrete impact of excess tax deductions from stock-based compensation, the benefit from research and development (“R&D”) credits and corporate deductions attributable to Foreign Derived Intangible Income (“FDII”). The Company recognized income tax expense of $1.0 million and income tax benefit of $1.0 million for the six months ended June 30, 2019 and 2018 , respectively, which represents an effective tax rate of 4% and (3)% , respectively. The Company’s 4% effective tax rate for the six months ended June 30, 2019 differed from the federal statutory rate of 21% primarily due to the tax benefit recorded for excess tax benefits of stock-based compensation, the benefit from R&D credits and corporate deductions attributable to FDII. |
Debt
Debt | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes In December 2014, the Company issued $172.5 million aggregate principal amount of its 3.25% 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 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. The implied interest rate of the Convertible Senior Notes was 6.9% , assuming no conversion option. The Convertible Senior Notes mature on December 15, 2020. The Convertible Senior Notes are 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) 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 5 consecutive business day period following any 5 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. 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. During the second quarter of 2019 , the last reported sales price of the Company’s common stock was greater than 130% of the Convertible Senior Notes conversion price for 20 or more of the 30 consecutive trading days preceding the quarter-end. Consequently, the Convertible Senior Notes were convertible as of June 30, 2019 . If the Convertible Senior Notes were converted as of June 30, 2019 , the if-converted amount would exceed the principal by $0.4 million . The Convertible Senior Notes may be settled at the Company’s option in cash or a combination of cash and shares of common stock. Because the settlement could be in cash, the Convertible Senior Notes have been classified as short-term debt as of June 30, 2019 . During the three months ended June 30, 2019 , the Company entered into separate, privately negotiated exchange agreements with certain holders of the Convertible Senior Notes. To measure the resulting loss as of the settlement dates, the applicable interest rates were estimated using Level 2 observable inputs and applied to the Convertible Senior Notes using the same methodology as in the issuance date valuation. The following table summarizes information about the settlement of the Convertible Senior notes (in thousands). June 30, Principal amount settled $ 45,372 Number of shares of common stock issued 1,497 Loss on extinguishment of debt $ 748 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. During the six months ended June 30, 2019 , the Company recorded total interest expense of $1.8 million related to the Convertible Senior Notes, of which $0.9 million related to the amortization of the debt discount and issuance costs and $0.9 million related to the coupon due semi-annually. During the six months ended June 30, 2018 , the Company recorded total interest expense of $4.2 million related to the Convertible Senior Notes of which $2.2 million related to the amortization of the debt discount and issuance costs and $2.0 million related to the coupon due semi-annually. 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 price and is a Level 2 measurement. June 30, December 31, Principal amount outstanding $ 13,131 $ 58,503 Unamortized discount of liability component (617 ) (3,637 ) Unamortized debt issuance costs (83 ) (487 ) Net carrying amount of liability component $ 12,431 $ 54,379 Carrying value of equity component, net of issuance costs $ 2,265 $ 10,092 Fair value of outstanding Convertible Senior Notes $ 25,356 $ 85,999 Remaining amortization period of discount on the liability component 1.5 years 2.0 years Credit Agreement On August 31, 2018, the Company entered into an Amended and Restated Credit Agreement (the “Credit Agreement”) which provides the Company with a $175.0 million Revolving Credit Facility. The balance outstanding under the Revolving Credit Facility as of June 30, 2019 was $18.2 million and is due upon maturity on August 31, 2023. The Credit Agreement matures on August 31, 2023. Loans will bear interest at a rate equal to (i) the London Interbank Offered Rate (“LIBOR”) plus the “applicable rate” or (ii) the “base rate” (defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus one-half of one percent and (c) LIBOR plus one percent) plus the “applicable rate.” The initial applicable rate was 1.00% per annum for base rate loans and 2.00% per annum for LIBOR rate loans, and thereafter will be determined in accordance with a pricing grid based on the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) ranging from 1.75% to 2.50% per annum for LIBOR rate loans and from 0.75% to 1.50% per annum for base rate loans. In addition, the Company pays a commitment fee on the unused portion of the Credit Agreement based on the Company’s Consolidated Leverage Ratio ranging from 0.15% to 0.30% per annum. The Credit Agreement is guaranteed by certain material domestic subsidiaries of the Company (the “Guarantors”) and is secured by liens on substantially all of the assets of the Company and the Guarantors, excluding real property and certain other types of excluded assets, and contains affirmative and negative covenants that are customary for credit agreements of this nature. The negative covenants include, among other things, limitations on asset sales, mergers, indebtedness, liens, dividends and other distributions, investments and transactions with affiliates. The Credit Agreement contains two financial covenants: (i) maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of each fiscal quarter of 3.50 to 1.00, which ratio may be increased to 4.50 to 1.00 in case of certain qualifying acquisitions; and (ii) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 to 1.00 as of the end of any fiscal quarter for the most recently completed four fiscal quarters. The Company was in compliance with all financial covenants as of June 30, 2019 . Interest expense recognized under the Credit Agreement including amortization of deferred issuance cost was $0.5 million and $1.1 million , respectively, for the three and six months ended June 30, 2019 and $1.8 million and $4.2 million , respectively, for the three and six months ended June 30, 2018 . |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Issuances of Common Stock A summary of the status of stock option activity for the six months ended June 30, 2019 is as follows (in thousands, except price data): Shares Weighted-average exercise price per share Outstanding at December 31, 2018 1,877 $ 21.53 Granted 169 59.18 Exercised (427 ) 17.54 Cancelled (3 ) 42.29 Outstanding at June 30, 2019 1,616 $ 26.50 A summary of the status of restricted stock unit activity for the six months ended June 30, 2019 is as follows (in thousands, except price data): Shares Weighted-average grant date fair value Non-vested at December 31, 2018 676 $ 30.75 Granted 253 59.19 Vested (118 ) 25.28 Forfeited (4 ) 47.80 Non-vested at June 30, 2019 807 $ 40.37 During the six months ended June 30, 2019 , the Company issued 21,600 shares of common stock in connection with the Company’s employee stock purchase plan (the “ESPP”). Stock-Based Compensation The expense related to the Company’s stock-based compensation plans included in the accompanying Consolidated Statements of Income was as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Cost of sales $ 262 $ 265 $ 542 $ 496 Research and development 544 601 1,109 1,193 Sales and marketing 904 717 2,023 1,513 General and administrative 1,662 1,897 3,286 3,213 Total stock-based compensation expense $ 3,372 $ 3,480 $ 6,960 $ 6,415 As of June 30, 2019 , total unrecognized compensation expense was $28.8 million , which is expected to be recognized over a weighted-average period of approximately 2.2 years. 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. Six Months Ended 2019 2018 Risk-free interest rate 2.51 % 2.49 % Expected option life (in years) 5.7 6.3 Volatility rate 39 % 36 % Dividend rate 0 % 0 % Weighted-average grant date fair value $ 23.67 $ 18.76 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, 2019 and 2018 was $59.19 and $48.45 , respectively. 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, 2019 or 2018 |
Industry and Geographic Informa
Industry and Geographic Information | 6 Months Ended |
Jun. 30, 2019 | |
Industry And Geographic Information [Abstract] | |
Industry and Geographic Information | Industry and Geographic Information The Company operates in one reportable segment. Sales to customers outside the U.S. represented $87.7 million ( 34% ) and $84.6 million ( 31% ) of total revenue for the six months ended June 30, 2019 and 2018 , respectively. As of June 30, 2019 and December 31, 2018 , accounts receivable due from foreign customers were $19.7 million and $23.4 million , respectively. The Company had sales to individual customers in excess of 10% of total revenues, as follows: Six Months Ended 2019 2018 Customer: A 16 % 18 % B 14 % 13 % C 13 % 13 % Total: 43 % 44 % As of June 30, 2019 and December 31, 2018 , accounts receivable from customers with balances due in excess of 10% of total accounts receivable totaled $17.2 million and $33.3 million , respectively. Consolidated net revenues by product category for the three and six months ended June 30, 2019 and 2018 were as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Rapid Immunoassay $ 21,772 $ 16,689 $ 84,266 $ 97,374 Cardiac Immunoassay 67,982 69,850 133,854 138,294 Specialized Diagnostic Solutions 14,286 12,694 28,140 27,565 Molecular Diagnostic Solutions 4,212 3,922 9,960 9,065 Total revenues $ 108,252 $ 103,155 $ 256,220 $ 272,298 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Leases We lease administrative, research and development, sales and marketing and manufacturing facilities and certain equipment under various non-cancelable lease agreements. Facility leases generally provide for periodic rent increases, and may contain clauses for rent escalation, renewal options or early termination. The components of lease expense and supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Finance lease ROU asset amortization $ 84 $ 147 Finance lease interest expense 211 420 Total finance lease costs 295 567 Operating lease costs 2,502 5,007 Total lease costs $ 2,797 $ 5,574 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 2,304 $ 4,584 Operating cash flows from finance leases $ 211 $ 420 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ — $ 328 Finance leases $ 43 $ 1,369 Commitments for minimum rentals under non-cancelable leases as of June 30, 2019 are as follows (dollars in thousands): Years ending December 31, Operating Finance 2019 $ 4,610 $ 628 2020 9,333 1,264 2021 9,570 1,272 2022 8,562 1,283 2023 8,182 1,293 Thereafter 76,566 3,203 Total lease payments 116,823 8,943 Less: imputed interest (28,963 ) (3,879 ) Total 87,860 5,064 Less: current portion (5,474 ) (443 ) Non-current portion $ 82,386 $ 4,621 Weighted average remaining lease term 12.5 years 6.1 years Weighted average discount rate 4 % 18 % Summers Ridge Lease — The Company leases two of the four buildings that are located on the Summers Ridge Property in San Diego, California with an initial term of 15 years beginning as of January 2018. Such lease includes options to extend the lease for two additional five -year terms upon satisfaction of certain conditions, which have not been included in the determination of the lease term. The lease is subject to certain must-take provisions related to the remaining two additional buildings that may create significant rights and obligations. The lease for one such building is expected to commence in the fourth quarter of 2019 and has minimum lease payments of $18.3 million during its lease term. The lease for the remaining building is subject to the expiration of the lease with the current tenant of such building, for which the date is not yet known. McKellar Court Lease — In 1999, the Company completed a sale and leaseback transaction of its San Diego facility at McKellar Court to a partnership for which the Company is a 25% limited partner. The partnership is deemed to be a variable interest entity (VIE). The Company is not, however, the primary beneficiary of the VIE as it does not absorb the majority of the partnership’s expected losses or receive a majority of the partnership’s residual returns. The McKellar Court lease ends in December 2020 and contains options to extend the lease for three additional five -year periods, of which one five -year period is included in the determination of the lease term. Litigation and Other Legal Proceedings In Beckman Coulter Inc. v. Quidel Corporation, which was filed in the Superior Court for the County of San Diego, California, on November 27, 2017, Beckman Coulter (“Beckman”) alleges that a provision of an agreement between Quidel and Beckman violates state antitrust laws. Our acquisition of the B-type Naturietic Peptide assay business (“BNP Business”) consisted of assets and liabilities relating to a contractual arrangement with Beckman (the “Beckman Agreement”) for the supply of antibodies and other inputs related to, and distribution of, the Triage® BNP Test for the Beckman Coulter Access Family of Immunoassay Systems. The Beckman Agreement further provides that Beckman, for a specified period, cannot research, develop, manufacture or sell an assay for use in the diagnosis of cardiac diseases that measures or detects the presence or absence of BNP or NT-pro-BNP (a related biomarker) (the “Exclusivity Provision”). In the lawsuit, Beckman asserts that this provision violates certain state antitrust laws and is unenforceable. Beckman contends that it has suffered damages due to this provision and seeks a declaration that this provision is void. On December 7, 2018, the trial court granted a motion by Beckman for summary adjudication, holding that the Exclusivity Provision is void under California law (the “December 7 Order”). On December 18, 2018, the trial court stayed the effect of the December 7 Order pending a decision on a writ petition Quidel intended to file with the Court of Appeal. Quidel filed its writ petition on January 18, 2019, asking the Court of Appeal to review and reverse the December 7 Order. On February 7, 2019, the trial court stayed all the remaining litigation pending the outcome of the writ petition and vacated all deadlines in the case. On March 14, 2019, the Court of Appeal issued an order to show cause why the relief sought in Quidel’s petition should not be granted. The Court also stayed the December 7 Order pending a further order from the Court of Appeal. Oral argument has been scheduled in the matter on August 13, 2019. The Court of Appeal will likely issue a written decision on the writ petition within 90 days of oral argument. Quidel denies that the Exclusivity Provision is unlawful, denies any liability with respect to this matter, and intends to vigorously defend itself. There are multiple factors that prevent us from being able to estimate the amount of loss, if any, that may result from this matter including: (1) we are vigorously defending ourselves and believe that we have a number of meritorious legal defenses; (2) there are unresolved questions of law and fact that could be important to the ultimate resolution of this matter, some of which are before the Court of Appeal on Quidel’s writ petition; and (3) discovery is ongoing. Accordingly, at this time, we are not able to estimate a possible loss or range of loss that may result from this matter or to determine whether such loss, if any, would have a material adverse effect on our financial condition, results of operations or liquidity. From time to time, the Company is involved in other litigation and proceedings, including matters related to product liability claims, commercial disputes and intellectual property claims, as well as regulatory, employment, and other claims related to our business. The Company accrues for legal claims when, and to the extent that, amounts associated with the claims become probable and are reasonably estimable. The actual costs of resolving legal claims may be substantially higher or lower than the amounts accrued for those claims. For those matters as to which we are not able to estimate a possible loss or range of loss, we are not able to determine whether the loss will have a material adverse effect on our business, financial condition or results of operations or liquidity. No accrual has been recorded as of June 30, 2019 and December 31, 2018 related to such matters as they are not probable and/or reasonably estimable. Management believes that all such current legal actions, in the aggregate, will not have a material adverse effect on the Company. However, the resolution of, or increase in any accruals for, one or more matters may have a material adverse effect on the Company’s results of operations and cash flows. The Company also maintains insurance, including coverage for product liability claims, in amounts that management believes are appropriate given the nature of its business. |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
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): June 30, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Derivative assets $ — $ 358 $ — $ 358 $ — $ — $ — $ — Total assets measured at fair value $ — $ 358 $ — $ 358 $ — $ — $ — $ — Liabilities: Derivative liabilities $ — $ 32 $ — $ 32 $ — $ — $ — $ — Contingent consideration — — 15,707 15,707 — — 19,112 19,112 Deferred consideration — 147,662 — 147,662 — 187,158 — 187,158 Total liabilities measured at fair value $ — $ 147,694 $ 15,707 $ 163,401 $ — $ 187,158 $ 19,112 $ 206,270 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, 2019 and the year ended December 31, 2018 . Derivative financial instruments are based on observable inputs that are corroborated by market data. Observable inputs include broker quotes and daily market foreign currency rates and forward pricing curves. In connection with the acquisition of the BNP Business, the Company pays annual installments of $40.0 million each in deferred consideration and up to $8.0 million each in contingent consideration through April 2023. The fair value of the deferred consideration is calculated based on the net present value of cash payments using an estimated borrowing rate based on a quoted price for a similar liability. The Company recorded $4.5 million for the accretion of interest on the deferred consideration during the six months ended June 30, 2019 . The fair value of contingent consideration is calculated using a discounted probability weighted valuation model. Significant assumptions used in the measurement include revenue projections and discount rates that are not observed in the market and thus represent Level 3 measurements. Changes in estimated fair value of contingent consideration liabilities from December 31, 2018 through June 30, 2019 were as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2018 $ 19,112 Cash payments (4,031 ) Net loss recorded for fair value adjustments 626 Balance at June 30, 2019 $ 15,707 |
Derivatives and Hedging
Derivatives and Hedging | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Derivatives and Hedging | Derivatives and Hedging In the normal course of business, the Company is exposed to gains and losses resulting from fluctuations in foreign currency exchange rates. As part of its strategy to manage the level of exposure to the risk of fluctuations in foreign currency exchange rates, the Company uses designated cash flow hedges in the form of foreign currency forward contracts to mitigate the impact of foreign currency translation on transactions that are denominated primarily in the Euro and the Chinese Yuan. All hedging relationships for all derivative hedges and the underlying hedged items, as well as the risk management objectives and strategies for undertaking the hedge transactions are formally documented. The Company does not use any derivative financial instruments for trading or other speculative purposes. Such forward foreign currency contracts are carried at fair value in prepaid expenses and other current assets or other current liabilities depending on the unrealized gain or loss position of the hedged contract as of the balance sheet date. Changes in the value of the derivatives are recorded to other comprehensive income (loss) until the underlying hedged item is recognized in earnings, or the derivative no longer qualifies as a highly effective hedge. The cash flows from derivatives treated as hedges are classified in the Consolidated Statements of Cash Flows in the same category as the item being hedged. The notional principal amounts for outstanding derivative instruments provide one measure of the transaction volume outstanding and do not represent the amount of our exposure to credit or market loss. Credit risk represents our gross exposure to potential accounting loss on derivative instruments that are outstanding or unsettled if all counterparties failed to perform according to the terms of the contract, based on then-current currency exchange rates at each respective date. We generally enter into master netting arrangements, which reduces credit risk by permitting net settlement of transactions with the same counterparty. We present our derivative assets and derivative liabilities at their net fair values. We did not have any derivative instruments with credit-risk related contingent features that would require us to post collateral. The following table summarizes the fair value and notional amounts of the foreign currency forward contracts as of June 30, 2019 (in thousands): June 30, 2019 Notional Amount Fair Value, Net Prepaid expenses and other current assets $ 18,162 $ 358 Other current liabilities $ 5,871 $ 32 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2019 | |
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, 2019 , and for the three and six months ended June 30, 2019 and 2018 , is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2018 included in the Company’s 2018 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 2019 and 2018 , the Company’s fiscal year will end or has ended on December 29, 2019 and December 30, 2018 , respectively. For 2019 and 2018 , the Company’s second quarter ended on June 30, 2019 and July 1, 2018 , respectively. For ease of reference, the calendar quarter end dates are used herein. The three and six -month periods ended June 30, 2019 and 2018 each included 13 and 26 weeks, respectively. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the U.S. requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Accounting Standards Update (“ASU”) 2016-02 and ASU 2018-11 (collectively, “ASC 842”) require a lessee to recognize a lease liability for the obligation to make lease payments and a right-of-use (“ROU”) asset representing the right to use the underlying asset for the lease term on the balance sheet. Deferred rent, previously recorded in other current liabilities and other non-current liabilities, is derecognized. The Company adopted ASC 842 as of January 1, 2019 using the alternative transition method to apply the guidance. The Company elected the package of practical expedients which, among other things, allows the Company to carry forward its historical lease classifications. The following table presents the effect of the change in accounting principle on the Company’s Consolidated Balance Sheets as of January 1, 2019: Consolidated Balance Sheet (in thousands) January 1, Effect of Change in Accounting Principle After change in Accounting Principle ASSETS Operating lease right-of-use asset $ — $ 87,086 $ 87,086 Total assets $ 806,371 $ 87,086 $ 893,457 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of operating lease liability $ — $ 5,290 $ 5,290 Other current liabilities 12,992 (448 ) 12,544 Total current liabilities 159,735 4,842 164,577 Operating lease liability — 84,866 84,866 Other non-current liabilities 9,577 (2,622 ) 6,955 Total liabilities and stockholders’ equity $ 806,371 $ 87,086 $ 893,457 In January 2017, the Financial Accounting Standards Board (“FASB”) issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment . 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 Company adopted the guidance during the first quarter of 2019 with no impact to the Company’s consolidated financial statements. In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses: Measurement of Credit Losses on Financial Instruments , which amends the impairment model by requiring entities to use a forward-looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables. The standard is effective for the Company beginning in the first quarter of 2020, with early adoption permitted. We are currently evaluating the expected impact of ASU 2016-13 on our consolidated financial statements. Significant Accounting Policies During the six months ended June 30, 2019 , there have been no changes to our significant accounting policies as described in our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 except as described below and in Note 10. Derivatives and Hedging. Leases - Lease liabilities represent the obligation to make lease payments and ROU assets represent the right to use the underlying asset during the lease term. Lease liabilities and ROU assets are recognized at the commencement date of the lease based on the present value of lease payments over the lease term at the commencement date. When the implicit rate is unknown, an incremental borrowing rate based on the information available at the commencement date is used in determining the present value of the lease payments. Options to extend or terminate the lease are included in the determination of the lease term when it is reasonably certain that the Company will exercise such options. For certain classes of assets, the Company accounts for lease and non-lease components as a single lease component. Variable lease payments, including those related to changes in the consumer price index, are recognized in the period in which the obligation for those payments are incurred and are not included in the measurement of the ROU assets or lease liabilities. Short-term leases are excluded from the calculation of the ROU assets and lease liabilities. |
Leases | Leases - Lease liabilities represent the obligation to make lease payments and ROU assets represent the right to use the underlying asset during the lease term. Lease liabilities and ROU assets are recognized at the commencement date of the lease based on the present value of lease payments over the lease term at the commencement date. When the implicit rate is unknown, an incremental borrowing rate based on the information available at the commencement date is used in determining the present value of the lease payments. Options to extend or terminate the lease are included in the determination of the lease term when it is reasonably certain that the Company will exercise such options. For certain classes of assets, the Company accounts for lease and non-lease components as a single lease component. Variable lease payments, including those related to changes in the consumer price index, are recognized in the period in which the obligation for those payments are incurred and are not included in the measurement of the ROU assets or lease liabilities. Short-term leases are excluded from the calculation of the ROU assets and lease liabilities. Operating leases are included in right-of-use assets, current portion of operating lease liabilities and operating lease liabilities in the Consolidated Balance Sheet. Finance leases are included in property and equipment, net, other current liabilities and other non-current liabilities. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Accounting Policies [Abstract] | |
Schedule of New Accounting Pronouncements and Changes in Accounting Principles | The following table presents the effect of the change in accounting principle on the Company’s Consolidated Balance Sheets as of January 1, 2019: Consolidated Balance Sheet (in thousands) January 1, Effect of Change in Accounting Principle After change in Accounting Principle ASSETS Operating lease right-of-use asset $ — $ 87,086 $ 87,086 Total assets $ 806,371 $ 87,086 $ 893,457 LIABILITIES AND STOCKHOLDERS’ EQUITY Current portion of operating lease liability $ — $ 5,290 $ 5,290 Other current liabilities 12,992 (448 ) 12,544 Total current liabilities 159,735 4,842 164,577 Operating lease liability — 84,866 84,866 Other non-current liabilities 9,577 (2,622 ) 6,955 Total liabilities and stockholders’ equity $ 806,371 $ 87,086 $ 893,457 |
Computation of Earnings (Loss_2
Computation of Earnings (Loss) Per Share (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles net income (loss) and the weighted-average shares used in computing basic and diluted earnings (loss) per share (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Numerator: Net income (loss) used for basic earnings per share $ 1,270 $ (3,076 ) $ 26,114 $ 30,882 Interest expense on Convertible Senior Notes, net of tax (1) — — 1,489 3,361 Net income (loss) used for diluted earnings per share, if-converted method (1) $ 1,270 $ (3,076 ) $ 27,603 $ 34,243 Basic weighted-average common shares outstanding 40,209 37,925 39,957 36,586 Potentially dilutive shares issuable from Convertible Senior Notes (1) 6 — 1,062 3,881 Potentially dilutive shares issuable from stock options and unvested RSUs 1,214 — 1,296 1,788 Diluted weighted-average common shares outstanding, if-converted (1) 41,429 37,925 42,315 42,255 Potentially dilutive shares excluded from calculation due to anti-dilutive effect (2) 227 167 183 183 (1) The if-converted method was not applicable for the three months ended June 30, 2019 and 2018 due to its anti-dilutive impact. For the three months ended June 30, 2019 , the number of potentially dilutive shares issuable from Convertible Senior Notes under the if-converted method was 1.6 million shares. For the three months ended June 30, 2018 , the number of potentially dilutive shares issuable from Convertible Senior Notes under the if-converted method and stock options and unvested RSUs were 2.8 million shares and 1.8 million shares, respectively. |
Balance Sheet Account Details (
Balance Sheet Account Details (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Inventory | Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Inventories consisted of the following (in thousands): June 30, December 31, Raw materials $ 23,725 $ 24,292 Work-in-process (materials, labor and overhead) 20,413 21,280 Finished goods (materials, labor and overhead) 20,484 21,807 Total inventories $ 64,622 $ 67,379 |
Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): June 30, December 31, Receivables under transition service agreements $ 9,735 $ 15,507 Income taxes receivable 2,698 2,703 Prepaid expenses 4,850 4,508 Other 2,410 928 Total prepaid expenses and other current assets $ 19,693 $ 23,646 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands) June 30, December 31, Customer incentives $ 1,988 $ 7,516 Income and other taxes payable 1,284 1,962 Customer deposits 1,787 — Accrued interest 26 347 Other 2,609 3,167 Total other current liabilities $ 7,694 $ 12,992 |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of Extinguishment of Debt | The following table summarizes information about the settlement of the Convertible Senior notes (in thousands). June 30, Principal amount settled $ 45,372 Number of shares of common stock issued 1,497 Loss on extinguishment of debt $ 748 |
Schedule of Debt | 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 price and is a Level 2 measurement. June 30, December 31, Principal amount outstanding $ 13,131 $ 58,503 Unamortized discount of liability component (617 ) (3,637 ) Unamortized debt issuance costs (83 ) (487 ) Net carrying amount of liability component $ 12,431 $ 54,379 Carrying value of equity component, net of issuance costs $ 2,265 $ 10,092 Fair value of outstanding Convertible Senior Notes $ 25,356 $ 85,999 Remaining amortization period of discount on the liability component 1.5 years 2.0 years |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | A summary of the status of stock option activity for the six months ended June 30, 2019 is as follows (in thousands, except price data): Shares Weighted-average exercise price per share Outstanding at December 31, 2018 1,877 $ 21.53 Granted 169 59.18 Exercised (427 ) 17.54 Cancelled (3 ) 42.29 Outstanding at June 30, 2019 1,616 $ 26.50 |
Schedule of Nonvested Share Activity | A summary of the status of restricted stock unit activity for the six months ended June 30, 2019 is as follows (in thousands, except price data): Shares Weighted-average grant date fair value Non-vested at December 31, 2018 676 $ 30.75 Granted 253 59.19 Vested (118 ) 25.28 Forfeited (4 ) 47.80 Non-vested at June 30, 2019 807 $ 40.37 |
Compensation Expense Related to Stock-Based Compensation Plans | The expense related to the Company’s stock-based compensation plans included in the accompanying Consolidated Statements of Income was as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Cost of sales $ 262 $ 265 $ 542 $ 496 Research and development 544 601 1,109 1,193 Sales and marketing 904 717 2,023 1,513 General and administrative 1,662 1,897 3,286 3,213 Total stock-based compensation expense $ 3,372 $ 3,480 $ 6,960 $ 6,415 |
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. Six Months Ended 2019 2018 Risk-free interest rate 2.51 % 2.49 % Expected option life (in years) 5.7 6.3 Volatility rate 39 % 36 % Dividend rate 0 % 0 % Weighted-average grant date fair value $ 23.67 $ 18.76 |
Industry and Geographic Infor_2
Industry and Geographic Information (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
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: Six Months Ended 2019 2018 Customer: A 16 % 18 % B 14 % 13 % C 13 % 13 % Total: 43 % 44 % |
Net Revenues by Product Category | Consolidated net revenues by product category for the three and six months ended June 30, 2019 and 2018 were as follows (in thousands): Three Months Ended Six Months Ended 2019 2018 2019 2018 Rapid Immunoassay $ 21,772 $ 16,689 $ 84,266 $ 97,374 Cardiac Immunoassay 67,982 69,850 133,854 138,294 Specialized Diagnostic Solutions 14,286 12,694 28,140 27,565 Molecular Diagnostic Solutions 4,212 3,922 9,960 9,065 Total revenues $ 108,252 $ 103,155 $ 256,220 $ 272,298 |
Commitments and Contingencies C
Commitments and Contingencies Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Lease, Cost | The components of lease expense and supplemental cash flow information related to leases were as follows (in thousands): Three Months Ended Six Months Ended June 30, 2019 June 30, 2019 Finance lease ROU asset amortization $ 84 $ 147 Finance lease interest expense 211 420 Total finance lease costs 295 567 Operating lease costs 2,502 5,007 Total lease costs $ 2,797 $ 5,574 Cash paid for amounts included in the measurement of operating lease liabilities: Operating cash flows from operating leases $ 2,304 $ 4,584 Operating cash flows from finance leases $ 211 $ 420 Right-of-use assets obtained in exchange for new lease liabilities: Operating leases $ — $ 328 Finance leases $ 43 $ 1,369 |
Finance Lease | Commitments for minimum rentals under non-cancelable leases as of June 30, 2019 are as follows (dollars in thousands): Years ending December 31, Operating Finance 2019 $ 4,610 $ 628 2020 9,333 1,264 2021 9,570 1,272 2022 8,562 1,283 2023 8,182 1,293 Thereafter 76,566 3,203 Total lease payments 116,823 8,943 Less: imputed interest (28,963 ) (3,879 ) Total 87,860 5,064 Less: current portion (5,474 ) (443 ) Non-current portion $ 82,386 $ 4,621 Weighted average remaining lease term 12.5 years 6.1 years Weighted average discount rate 4 % 18 % |
Operating Lease | Commitments for minimum rentals under non-cancelable leases as of June 30, 2019 are as follows (dollars in thousands): Years ending December 31, Operating Finance 2019 $ 4,610 $ 628 2020 9,333 1,264 2021 9,570 1,272 2022 8,562 1,283 2023 8,182 1,293 Thereafter 76,566 3,203 Total lease payments 116,823 8,943 Less: imputed interest (28,963 ) (3,879 ) Total 87,860 5,064 Less: current portion (5,474 ) (443 ) Non-current portion $ 82,386 $ 4,621 Weighted average remaining lease term 12.5 years 6.1 years Weighted average discount rate 4 % 18 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Fair Value Disclosures [Abstract] | |
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): June 30, 2019 December 31, 2018 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Derivative assets $ — $ 358 $ — $ 358 $ — $ — $ — $ — Total assets measured at fair value $ — $ 358 $ — $ 358 $ — $ — $ — $ — Liabilities: Derivative liabilities $ — $ 32 $ — $ 32 $ — $ — $ — $ — Contingent consideration — — 15,707 15,707 — — 19,112 19,112 Deferred consideration — 147,662 — 147,662 — 187,158 — 187,158 Total liabilities measured at fair value $ — $ 147,694 $ 15,707 $ 163,401 $ — $ 187,158 $ 19,112 $ 206,270 |
Changes in Estimated Fair Value of Contingent Consideration Liabilities | Changes in estimated fair value of contingent consideration liabilities from December 31, 2018 through June 30, 2019 were as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2018 $ 19,112 Cash payments (4,031 ) Net loss recorded for fair value adjustments 626 Balance at June 30, 2019 $ 15,707 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 6 Months Ended |
Jun. 30, 2019 | |
Derivative Instruments and Hedging Activities Disclosure [Abstract] | |
Schedule of Derivative Assets at Fair Value | The following table summarizes the fair value and notional amounts of the foreign currency forward contracts as of June 30, 2019 (in thousands): June 30, 2019 Notional Amount Fair Value, Net Prepaid expenses and other current assets $ 18,162 $ 358 Other current liabilities $ 5,871 $ 32 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies Summary of Significant Accounting Policies Leases (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use asset | $ 84,368 | $ 0 | $ 0 |
Total assets | 846,181 | 806,371 | 806,371 |
Current portion of operating lease liability | 5,474 | 0 | 0 |
Other current liabilities | 7,694 | 12,992 | 12,992 |
Total current liabilities | 112,112 | 159,735 | 159,735 |
Operating lease liability | 82,386 | 0 | 0 |
Other non-current liabilities | 7,922 | 9,577 | 9,577 |
Total liabilities and stockholders’ equity | $ 846,181 | 806,371 | $ 806,371 |
Accounting Standards Update 2016-02 | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use asset | 87,086 | ||
Total assets | 893,457 | ||
Current portion of operating lease liability | 5,290 | ||
Other current liabilities | 12,544 | ||
Total current liabilities | 164,577 | ||
Operating lease liability | 84,866 | ||
Other non-current liabilities | 6,955 | ||
Total liabilities and stockholders’ equity | 893,457 | ||
Accounting Standards Update 2016-02 | Effect of Change in Accounting Principle | |||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||
Operating lease right-of-use asset | 87,086 | ||
Total assets | 87,086 | ||
Current portion of operating lease liability | 5,290 | ||
Other current liabilities | (448) | ||
Total current liabilities | 4,842 | ||
Operating lease liability | 84,866 | ||
Other non-current liabilities | (2,622) | ||
Total liabilities and stockholders’ equity | $ 87,086 |
Computation of Earnings (Loss_3
Computation of Earnings (Loss) Per Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2019 | Mar. 31, 2019 | Jun. 30, 2018 | Mar. 31, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Net income (loss) | $ 1,270 | $ 24,844 | $ (3,076) | $ 33,958 | $ 26,114 | $ 30,882 |
Interest expense on Convertible Senior Notes, net of tax (1) | 0 | 0 | 1,489 | 3,361 | ||
Net income (loss) used for diluted earnings per share, if-converted method (1) | $ 1,270 | $ (3,076) | $ 27,603 | $ 34,243 | ||
Basic weighted-average common shares outstanding (in shares) | 40,209 | 37,925 | 39,957 | 36,586 | ||
Potentially dilutive shares issuable from Convertible Senior Notes, if-converted (in shares) | 6 | 0 | 1,062 | 3,881 | ||
Potentially dilutive shares issuable from stock options and unvested RSUs (in shares) | 1,214 | 0 | 1,296 | 1,788 | ||
Diluted weighted-average common shares outstanding, if-converted (in shares) | 41,429 | 37,925 | 42,315 | 42,255 | ||
Stock options | ||||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive shares excluded from calculation due to anti-dilutive effect (in shares) | 227 | 167 | 183 | 183 | ||
Convertible Senior Notes | ||||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive shares excluded from calculation due to anti-dilutive effect (in shares) | 1,600 | 2,800 | ||||
Stock Options and RSUs | ||||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||||
Potentially dilutive shares excluded from calculation due to anti-dilutive effect (in shares) | 1,800 |
Computation of Earnings (Loss_4
Computation of Earnings (Loss) Per Share - Additional information (Details) | Jun. 30, 2019 |
Convertible Senior Notes | 3.25% Convertible Senior Notes due 2020 | Convertible Senior Notes | |
Debt Instrument [Line Items] | |
Stated interest rate | 3.25% |
Balance Sheet Account Details I
Balance Sheet Account Details Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Inventory, Net [Abstract] | ||
Raw materials | $ 23,725 | $ 24,292 |
Work-in-process (materials, labor and overhead) | 20,413 | 21,280 |
Finished goods (materials, labor and overhead) | 20,484 | 21,807 |
Total inventories | $ 64,622 | $ 67,379 |
Balance Sheet Account Details P
Balance Sheet Account Details Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Receivables under transition service agreements | $ 9,735 | $ 15,507 |
Income taxes receivable | 2,698 | 2,703 |
Prepaid expenses | 4,850 | 4,508 |
Other | 2,410 | 928 |
Total prepaid expenses and other current assets | $ 19,693 | $ 23,646 |
Balance Sheet Account Details O
Balance Sheet Account Details Other Current Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Other Liabilities Disclosure [Abstract] | |||
Customer incentives | $ 1,988 | $ 7,516 | |
Income and other taxes payable | 1,284 | 1,962 | |
Customer deposits | 1,787 | 0 | |
Accrued interest | 26 | 347 | |
Other | 2,609 | 3,167 | |
Total other current liabilities | $ 7,694 | $ 12,992 | $ 12,992 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Income Tax Disclosure [Abstract] | ||||
(Benefit) provision for income taxes | $ (705) | $ (5,757) | $ 1,022 | $ (1,039) |
Effective income tax rate | (125.00%) | 65.00% | 4.00% | (3.00%) |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes, Additional Information (Details) | 3 Months Ended | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2019USD ($)d$ / shares | Jun. 30, 2019USD ($)d$ / shares | Jun. 30, 2018USD ($) | Dec. 31, 2014USD ($) | |
Debt Instrument [Line Items] | ||||
If-converted amount exceed principal | $ 400,000 | |||
Interest expense, debt | $ 1,800,000 | $ 4,200,000 | ||
Convertible Senior Notes | ||||
Debt Instrument [Line Items] | ||||
Face amount | $ 172,500,000 | |||
Convertible Senior Notes | 3.25% Convertible Senior Notes due 2020 | ||||
Debt Instrument [Line Items] | ||||
Debt issuance cost | 5,100,000 | |||
Deferred financing costs | $ 4,200,000 | |||
Debt instrument, term | 6 years | |||
Adjustments to additional paid in capital | $ 900,000 | |||
Effective interest rate | 6.90% | |||
Conversion ratio | 31.1891 | |||
Conversion price (in usd per share) | $ / shares | $ 32.06 | $ 32.06 | ||
Number of threshold trading days | d | 20 | |||
Number of threshold consecutive trading days | d | 30 | |||
Threshold percentage of stock price trigger | 130.00% | |||
Threshold consecutive trading days | d | 5 | |||
Threshold percentage of stock price trigger | 98.00% | |||
Amortization of debt discount (premium) | $ 900,000 | 2,200,000 | ||
Interest expense | $ 900,000 | $ 2,000,000 | ||
Convertible Senior Notes | Convertible Senior Notes | 3.25% Convertible Senior Notes due 2020 | ||||
Debt Instrument [Line Items] | ||||
Stated interest rate | 3.25% | 3.25% |
Debt - Extinguishment of Debt (
Debt - Extinguishment of Debt (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Extinguishment of Debt [Line Items] | ||||
Loss on extinguishment of debt | $ 748 | $ 2,398 | $ 748 | $ 6,965 |
Convertible Senior Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Number of shares of common stock issued (in shares) | 1,497 | |||
Loss on extinguishment of debt | $ 748 | |||
Convertible Senior Notes | Convertible Senior Notes | ||||
Extinguishment of Debt [Line Items] | ||||
Principal amount settled | $ 45,372 |
Debt - Components of Convertibl
Debt - Components of Convertible Senior Notes (Details) - Convertible Senior Notes - Convertible Senior Notes - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||
Principal amount outstanding | $ 13,131 | $ 58,503 |
Unamortized discount of liability component | (617) | (3,637) |
Unamortized debt issuance costs | (83) | (487) |
Net carrying amount of liability component | 12,431 | 54,379 |
Carrying value of equity component, net of issuance costs | 2,265 | 10,092 |
Carrying value of equity component, net of issuance costs | $ 25,356 | $ 85,999 |
Fair value of outstanding Convertible Senior Notes | 1 year 6 months | 2 years |
Debt - Credit Agreement, Additi
Debt - Credit Agreement, Additional Information (Details) | Aug. 31, 2018USD ($)covenant | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) |
Debt Instrument [Line Items] | ||||||
Line of credit, maximum borrowing capacity | $ 175,000,000 | |||||
Revolving Credit Facility | $ 18,188,000 | $ 18,188,000 | $ 53,188,000 | |||
Commitment fee percentage | 0.15% | |||||
Commitment fee percentage on unused capacity | 0.30% | |||||
Number of financial covenants | covenant | 2 | |||||
Ratio of indebtedness to net capital | 3.50 | |||||
Consolidated fixed charge coverage ratio | 1.25 | |||||
Interest expense, debt | $ 1,800,000 | $ 4,200,000 | ||||
Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Ratio of indebtedness to net capital | 4.50 | |||||
Fed Funds Effective Rate Overnight Index Swap Rate | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 0.005% | |||||
Base Rate | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 1.00% | |||||
Base Rate | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 0.75% | |||||
Base Rate | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 1.50% | |||||
London Interbank Offered Rate (LIBOR) | ||||||
Debt Instrument [Line Items] | ||||||
Basis spread on variable rate | 1.00% | |||||
Stated interest rate | 2.00% | |||||
London Interbank Offered Rate (LIBOR) | Minimum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 1.75% | |||||
London Interbank Offered Rate (LIBOR) | Maximum | ||||||
Debt Instrument [Line Items] | ||||||
Stated interest rate | 2.50% | |||||
Revolving Credit Facility | ||||||
Debt Instrument [Line Items] | ||||||
Interest expense, debt | $ 500,000 | $ 1,800,000 | $ 1,100,000 | $ 4,200,000 |
Stockholders' Equity Stock-Base
Stockholders' Equity Stock-Based Compensation - Summary of Status of Stock Option Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Shares | |
Stock options outstanding, beginning (in shares) | shares | 1,877 |
Stock options granted (in shares) | shares | 169 |
Stock options exercised (in shares) | shares | (427) |
Stock options cancelled (in shares) | shares | (3) |
Weighted-average exercise price per share | |
Stock options outstanding beginning, weighted average exercise price (in USD per share) | $ / shares | $ 21.53 |
Stock options granted, weighted average exercise price (in USD per share) | $ / shares | 59.18 |
Stock options exercised, weighted average exercise price (in USD per share) | $ / shares | 17.54 |
Stock options cancelled, weighted averager exercise price (in USD per share) | $ / shares | 42.29 |
Stock options outstanding ending, weighted average exercise price (in USD per share) | $ / shares | $ 26.50 |
Stock options outstanding, ending (in shares) | shares | 1,616 |
Stockholders' Equity Stock-Ba_2
Stockholders' Equity Stock-Based Compensation - Summary of Status of Stock Awards Activity (Details) shares in Thousands | 6 Months Ended |
Jun. 30, 2019$ / sharesshares | |
Shares | |
Restricted stock outstanding, non-vested, beginning (in shares) | shares | 676 |
Restricted stock granted (in shares) | shares | 253 |
Restricted stock vested (in shares) | shares | (118) |
Restricted stock forfeited (in shares) | shares | (4) |
Restricted stock outstanding, non-vested, ending (in shares) | shares | 807 |
Weighted-average grant date fair value | |
Restricted stock outstanding, non-vested, beginning, weighted average fair value (in USD per share) | $ / shares | $ 30.75 |
Restricted stock granted, weighted average fair value (in USD per share) | $ / shares | 59.19 |
Restricted stock vested, weighted average fair value (in USD per share) | $ / shares | 25.28 |
Restricted stock forfeited, weighted average far value (in USD per share) | $ / shares | 47.80 |
Restricted stock outstanding, non-vested, ending, weighted average fair value (in USD per share) | $ / shares | $ 40.37 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock issued in connection with employee stock purchase plan (in shares) | 21,600,000 | |
Restricted stock granted, weighted average fair value (in USD per share) | $ 59.19 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 28.8 | |
Stock Options | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected weighted-average period of recognition for unrecognized compensation expense | 2 years 2 months 12 days | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted, weighted average fair value (in USD per share) | $ 59.19 | $ 48.45 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Related to Stock-Based Compensation Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 3,372 | $ 3,480 | $ 6,960 | $ 6,415 |
Cost of sales | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 262 | 265 | 542 | 496 |
Research and development | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 544 | 601 | 1,109 | 1,193 |
Sales and marketing | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 904 | 717 | 2,023 | 1,513 |
General and administrative | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,662 | $ 1,897 | $ 3,286 | $ 3,213 |
Stockholders' Equity - Estimate
Stockholders' Equity - Estimated Fair Value of Each Stock Option Award (Details) - $ / shares | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Equity [Abstract] | ||
Risk-free interest rate | 2.51% | 2.49% |
Expected option life (in years) | 5 years 8 months 12 days | 6 years 3 months 18 days |
Volatility rate | 39.00% | 36.00% |
Dividend rate | 0.00% | 0.00% |
Weighted-average grant date fair value of stock options granted (in USD per share) | $ 23.67 | $ 18.76 |
Industry and Geographic Infor_3
Industry and Geographic Information - Additional Information (Details) $ in Millions | 6 Months Ended | ||
Jun. 30, 2019USD ($)segment | Jun. 30, 2018USD ($) | Dec. 31, 2018USD ($) | |
Revenue, Major Customer [Line Items] | |||
Number of reportable segments | segment | 1 | ||
Customer Concentration Risk | Non-US | |||
Revenue, Major Customer [Line Items] | |||
Sales to customers outside the U.S. | $ 87.7 | $ 84.6 | |
Customer Concentration Risk | Sales | |||
Revenue, Major Customer [Line Items] | |||
Percentage of risk concentration by major customer | 43.00% | 44.00% | |
Customer Concentration Risk | Sales | Non-US | |||
Revenue, Major Customer [Line Items] | |||
Percentage of risk concentration by major customer | 34.00% | 31.00% | |
Geographic Concentration Risk | Non-US | |||
Revenue, Major Customer [Line Items] | |||
Accounts receivable | $ 19.7 | $ 23.4 | |
Credit Concentration Risk | |||
Revenue, Major Customer [Line Items] | |||
Accounts receivable | $ 17.2 | $ 33.3 |
Industry and Geographic Infor_4
Industry and Geographic Information - Sales to Individual Customers in Excess of 10% of Total Revenues (Details) - Sales - Customer Concentration Risk | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2018 | |
Revenue, Major Customer [Line Items] | ||
Sales percentage | 43.00% | 44.00% |
Customer A | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 16.00% | 18.00% |
Customer B | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 14.00% | 13.00% |
Customer C | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 13.00% | 13.00% |
Industry and Geographic Infor_5
Industry and Geographic Information Industry and Geographic Information - Revenue by Category (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2019 | Jun. 30, 2018 | Jun. 30, 2019 | Jun. 30, 2018 | |
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 108,252 | $ 103,155 | $ 256,220 | $ 272,298 |
Rapid Immunoassay | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 21,772 | 16,689 | 84,266 | 97,374 |
Cardiac Immunoassay | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 67,982 | 69,850 | 133,854 | 138,294 |
Specialized Diagnostic Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | 14,286 | 12,694 | 28,140 | 27,565 |
Molecular Diagnostic Solutions | ||||
Disaggregation of Revenue [Line Items] | ||||
Total revenues | $ 4,212 | $ 3,922 | $ 9,960 | $ 9,065 |
Commitments and Contingencies L
Commitments and Contingencies Lease Expense (Details) - USD ($) $ in Thousands | Jan. 05, 2018 | Jun. 30, 2019 | Jun. 30, 2019 |
Commitments and Contingencies Disclosure [Abstract] | |||
Lessor, operating lease, option to extend | P5Y | ||
Finance lease ROU asset amortization | $ 84 | $ 147 | |
Finance lease interest expense | 211 | 420 | |
Total finance lease costs | 295 | 567 | |
Operating lease costs | 2,502 | 5,007 | |
Total lease costs | 2,797 | 5,574 | |
Operating cash flows from operating leases | 2,304 | 4,584 | |
Operating cash flows from finance leases | 211 | 420 | |
Operating leases | 0 | 328 | |
Finance leases | $ 43 | $ 1,369 | |
Lessee, sale leaseback, renewal term | 5 years |
Commitments and Contingencies M
Commitments and Contingencies Minimum Rentals (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Jan. 01, 2019 | Dec. 31, 2018 |
Operating | |||
2019 | $ 4,610 | ||
2020 | 9,333 | ||
2021 | 9,570 | ||
2022 | 8,562 | ||
2023 | 8,182 | ||
Thereafter | 76,566 | ||
Total lease payments | 116,823 | ||
Less: imputed interest | (28,963) | ||
Total | 87,860 | ||
Current portion of operating lease liability | (5,474) | $ 0 | $ 0 |
Non-current portion | $ 82,386 | $ 0 | $ 0 |
Weighted average remaining lease term | 12 years 6 months | ||
Weighted average discount rate | 4.00% | ||
Finance | |||
Finance Lease, Liability, Payments, Due Next Twelve Months | $ 628 | ||
2020 | 1,264 | ||
2021 | 1,272 | ||
2022 | 1,283 | ||
2023 | 1,293 | ||
Thereafter | 3,203 | ||
Total lease payments | 8,943 | ||
Less: imputed interest | (3,879) | ||
Total | 5,064 | ||
Less: current portion | (443) | ||
Non-current portion | $ 4,621 | ||
Weighted average remaining lease term | 6 years 1 month 6 days | ||
Weighted average discount rate | 18.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | Jan. 05, 2018optionbuilding | Jun. 30, 2019USD ($)option |
Commitments and Contingencies Disclosure [Abstract] | ||
Sale leaseback transaction, number of buildings | building | 2 | |
Number of buildings | building | 4 | |
Lessee, operating lease, term of contract | 15 years | |
Lessee, sale leaseback, option to extend | option | 2 | |
Lessee, sale leaseback, renewal term | 5 years | |
Operating leases, future minimum payments due | $ | $ 18.3 | |
Limited partner | 25.00% | |
Number of extension | option | 3 | |
Lessor, operating lease, option to extend | P5Y |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Jun. 30, 2019 | Dec. 31, 2018 |
Assets: | ||
Total assets measured at fair value | $ 358 | $ 0 |
Liabilities: | ||
Total liabilities measured at fair value | 163,401 | 206,270 |
Derivative | ||
Assets: | ||
Derivative assets | 358 | 0 |
Liabilities: | ||
Derivative liabilities | 32 | 0 |
Contingent consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 15,707 | 19,112 |
Deferred consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 147,662 | 187,158 |
Level 1 | ||
Assets: | ||
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Derivative | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Level 1 | Contingent consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Deferred consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 | ||
Assets: | ||
Total assets measured at fair value | 358 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 147,694 | 187,158 |
Level 2 | Derivative | ||
Assets: | ||
Derivative assets | 358 | 0 |
Liabilities: | ||
Derivative liabilities | 32 | 0 |
Level 2 | Contingent consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Deferred consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 147,662 | 187,158 |
Level 3 | ||
Assets: | ||
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 15,707 | 19,112 |
Level 3 | Derivative | ||
Assets: | ||
Derivative assets | 0 | 0 |
Liabilities: | ||
Derivative liabilities | 0 | 0 |
Level 3 | Contingent consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 15,707 | 19,112 |
Level 3 | Deferred consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | $ 0 | $ 0 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Details) $ in Millions | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Accretion of interest on deferred consideration | $ 4.5 |
Consideration B | BNP Business | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amount of installment payment | 40 |
Consideration A | BNP Business | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amount of installment payment | $ 8 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Estimated Fair Value of Contingent Consideration Liabilities (Details) - Level 3 $ in Thousands | 6 Months Ended |
Jun. 30, 2019USD ($) | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at December 31, 2018 | $ 19,112 |
Cash payments | (4,031) |
Net loss recorded for fair value adjustments | 626 |
Contingent consideration | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |
Balance at June 30, 2019 | $ 15,707 |
Derivatives and Hedging - Forei
Derivatives and Hedging - Foreign Currency (Details) $ in Thousands | Jun. 30, 2019USD ($) |
Prepaid expenses and other current assets | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | $ 18,162 |
Fair Value, Net | 358 |
Other current liabilities | |
Derivatives, Fair Value [Line Items] | |
Notional Amount | 5,871 |
Fair Value, Net | $ 32 |