Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Mar. 31, 2020 | |
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 | 9975 Summers Ridge Road | |
Entity Address, City or Town | San Diego | |
Entity Address, State or Province | CA | |
Entity Address, Postal Zip Code | 92121 | |
City Area Code | 858 | |
Local Phone Number | 552-1100 | |
Title of 12(b) Security | Common Stock, $0.001 Par Value | |
Trading Symbol | QDEL | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 41,999,003 | |
Entity Registrant Name | QUIDEL CORP /DE/ | |
Entity Central Index Key | 0000353569 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 108,770 | $ 52,775 |
Accounts receivable, net | 102,146 | 94,496 |
Inventories | 58,708 | 58,086 |
Prepaid expenses and other current assets | 16,855 | 16,870 |
Total current assets | 286,479 | 222,227 |
Property, plant and equipment, net | 79,915 | 79,762 |
Right-of-use assets | 90,490 | 92,119 |
Goodwill | 337,017 | 337,018 |
Intangible assets, net | 141,268 | 148,112 |
Deferred tax asset | 24,424 | 24,502 |
Other non-current assets | 7,173 | 7,127 |
Total assets | 966,766 | 910,867 |
Current liabilities: | ||
Accounts payable | 33,153 | 26,701 |
Accrued payroll and related expenses | 14,195 | 17,286 |
Operating lease liabilities | 6,523 | 6,412 |
Contingent consideration | 5,936 | 5,969 |
Deferred consideration | 42,000 | 42,000 |
Convertible Senior Notes | 12,777 | 12,661 |
Other current liabilities | 21,612 | 14,862 |
Total current liabilities | 136,196 | 125,891 |
Operating lease liabilities - non-current | 91,571 | 93,227 |
Deferred consideration - non-current | 111,277 | 109,382 |
Contingent consideration - non-current | 10,565 | 10,566 |
Other non-current liabilities | 11,958 | 11,981 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value per share; 5,000 shares authorized; none issued or outstanding at March 31, 2020 and December 31, 2019 | 0 | 0 |
Common stock, $0.001 par value per share; 97,500 shares authorized; 41,996 and 41,868 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively | 42 | 42 |
Additional paid-in capital | 430,499 | 425,557 |
Accumulated other comprehensive loss | (263) | (463) |
Retained earnings | 174,921 | 134,684 |
Total stockholders’ equity | 605,199 | 559,820 |
Total liabilities and stockholders’ equity | $ 966,766 | $ 910,867 |
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 |
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) | 41,996,000 | 41,868,000 |
Common stock, shares outstanding (in shares) | 41,996,000 | 41,868,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2020 | Dec. 31, 2019 |
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) | 41,996,000 | 41,868,000 |
Common stock, shares outstanding (in shares) | 41,996,000 | 41,868,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Statement [Abstract] | ||
Total revenues | $ 174,653 | $ 147,968 |
Cost of sales | 59,662 | 57,041 |
Gross profit | 114,991 | 90,927 |
Research and development | 16,379 | 13,930 |
Sales and marketing | 30,738 | 29,589 |
General and administrative | 14,332 | 13,431 |
Acquisition and integration costs | 1,914 | 2,824 |
Total operating expenses | 63,363 | 59,774 |
Operating income | 51,628 | 31,153 |
Interest and other expense, net | 2,807 | 4,582 |
Income before income taxes | 48,821 | 26,571 |
Provision for income taxes | 8,584 | 1,727 |
Net income | $ 40,237 | $ 24,844 |
Basic earnings per share | $ 0.96 | $ 0.63 |
Diluted earnings per share | $ 0.93 | $ 0.60 |
Shares used in basic per share calculation | 42,056 | 39,704 |
Shares used in diluted per share calculation | 43,403 | 42,907 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Statement of Comprehensive Income [Abstract] | ||
Net income | $ 40,237 | $ 24,844 |
Other comprehensive income (loss) | ||
Changes in cumulative translation adjustment, net of tax | (65) | (248) |
Net unrealized gains on derivative instruments | 406 | 290 |
Reclassification of net realized gains on derivative instruments included in net income | (141) | 0 |
Total change in unrealized gains from cash flow hedges, net of tax | 265 | 290 |
Comprehensive income | $ 40,437 | $ 24,886 |
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, 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 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, net of tax | (248) | ||||
Other comprehensive gain, net of tax | 42 | ||||
Net income | 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, 2019 | 41,868 | ||||
Balance at Dec. 31, 2019 | 559,820 | $ 42 | 425,557 | (463) | 134,684 |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock under equity compensation plans (in shares) | 153 | ||||
Issuance of common stock under equity compensation plans | 3,571 | $ 0 | 3,571 | ||
Stock-based compensation expense | 3,325 | 3,325 | |||
Repurchases of common stock (in shares) | (25) | ||||
Repurchases of common stock | (1,954) | (1,954) | |||
Other comprehensive gain, net of tax | (65) | ||||
Other comprehensive gain, net of tax | 200 | ||||
Net income | 40,237 | 40,237 | |||
Balance (in shares) at Mar. 31, 2020 | 41,996 | ||||
Balance at Mar. 31, 2020 | $ 605,199 | $ 42 | $ 430,499 | $ (263) | $ 174,921 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
OPERATING ACTIVITIES: | ||
Net income | $ 40,237 | $ 24,844 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation, amortization and other | 12,480 | 11,971 |
Stock-based compensation expense | 3,878 | 3,588 |
Amortization of debt discount and deferred issuance costs | 217 | 602 |
Accretion of interest on deferred consideration | 1,895 | 2,343 |
Change in deferred tax assets and liabilities | 78 | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (7,737) | (10,682) |
Inventories | (602) | 682 |
Prepaid expenses and other current and non-current assets | 321 | 3,995 |
Accounts payable | 6,639 | 1,802 |
Accrued payroll and related expenses | (2,860) | (6,969) |
Other current and non-current liabilities | 6,634 | 721 |
Net cash provided by operating activities: | 61,180 | 32,897 |
INVESTING ACTIVITIES: | ||
Acquisitions of property, equipment and intangibles | (5,884) | (4,993) |
Net cash used for investing activities: | (5,884) | (4,993) |
FINANCING ACTIVITIES: | ||
Proceeds from issuance of common stock | 2,805 | 6,847 |
Payments on Revolving Credit Facility | (112) | (38) |
Payments on finance lease obligation | 0 | (20,000) |
Repurchases of common stock | (1,954) | (1,476) |
Payments of acquisition contingent consideration | (34) | (12) |
Net cash provided by (used for) financing activities: | 705 | (14,679) |
Effect of exchange rates on cash | (6) | 18 |
Net increase in cash and cash equivalents | 55,995 | 13,243 |
Cash and cash equivalents, beginning of period | 52,775 | 43,695 |
Cash and cash equivalents, end of period | 108,770 | 56,938 |
SUPPLEMENTAL DISCLOSURES OF NON-CASH INVESTING AND FINANCING TRANSACTIONS: | ||
Purchase of property, equipment and intangibles by incurring current liabilities | 860 | 1,728 |
Reduction of other current liabilities upon issuance of restricted share units | $ 767 | $ 1,970 |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020, and for the three months ended March 31, 2020 and 2019, is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s 2019 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 2020 and 2019, the Company’s fiscal year will end or has ended on January 3, 2021 and December 29, 2019, respectively. For 2020 and 2019, the Company’s first quarter ended on March 29, 2020 and March 31, 2019, respectively. For ease of reference, the calendar quarter end dates are used herein. The three-month periods ended March 31, 2020 and 2019 each included 13 weeks. 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. Significant Accounting Policies During the three months ended March 31, 2020, 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, 2019. |
Computation of Earnings Per Sha
Computation of Earnings Per Share | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Earnings Per Share | Computation of Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income 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 March 31, 2020. The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share (in thousands): Three Months Ended 2020 2019 Numerator: Net income used for basic earnings per share $ 40,237 $ 24,844 Interest expense on Convertible Senior Notes, net of tax 181 791 Net income used for diluted earnings per share, if-converted method $ 40,418 $ 25,635 Basic weighted-average common shares outstanding 42,056 39,704 Dilutive potential shares issuable from Convertible Senior Notes 410 1,825 Dilutive potential shares issuable from stock options and unvested RSUs 937 1,378 Diluted weighted-average common shares outstanding, if-converted 43,403 42,907 Potentially dilutive shares excluded from calculation due to anti-dilutive effect 97 149 |
Balance Sheet Account Details
Balance Sheet Account Details | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, December 31, Raw materials $ 22,508 $ 23,294 Work-in-process (materials, labor and overhead) 19,662 20,514 Finished goods (materials, labor and overhead) 16,538 14,278 Total inventories $ 58,708 $ 58,086 Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Other receivables $ 8,645 $ 7,857 Prepaid expenses 5,952 4,568 Income taxes receivable — 2,560 Other 2,258 1,885 Total prepaid expenses and other current assets $ 16,855 $ 16,870 Other Current Liabilities Other current liabilities consist of the following (in thousands): March 31, December 31, Customer incentives $ 8,848 $ 7,369 Income and other taxes payable 6,783 1,214 Customer deposits 79 1,500 Other 5,902 4,779 Total other current liabilities $ 21,612 $ 14,862 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2020 | |
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. The Company recognized income tax provisions of $8.6 million and $1.7 million for the three months ended March 31, 2020 and 2019, respectively. The Company’s 18% effective tax rate for the three months ended March 31, 2020 and 6% effective tax rate for the three months ended March 31, 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 the benefit from corporate deductions attributable to Foreign Derived Intangible Income (“FDII”). The Company is subject to periodic audits by domestic and foreign tax authorities. Due to the carryforward of unutilized credits, the Company’s federal tax years from 2009 and forward are subject to examination by the U.S. authorities. The Company’s state and foreign tax years for 2001 and forward are subject to examination by applicable tax authorities. The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax laws applied to the facts of each matter. The Coronavirus Aid, Relief, and Economic Security Act (CARES Act) was enacted on March 27, 2020. The CARES Act includes, among other things, refundable payroll tax credits, deferment of employer side social security payments and technical amendments regarding the income tax depreciation of qualified improvement property placed in service after December 31, 2017. These amendments allow for retroactive accelerated income tax depreciation on certain of our leasehold improvement assets. We are currently assessing the impact of these provisions to our financial statements. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2020 | |
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 five consecutive business day period following any five consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Senior Notes for each such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; or (3) upon the occurrence of specified events described in the indenture for the Convertible Senior Notes. On or after September 15, 2020 until the close of business on the second scheduled trading day immediately preceding the stated maturity date, holders may surrender their notes for conversion at any time, regardless of the foregoing circumstances. 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 first quarter of 2020, 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 March 31, 2020. If the Convertible Senior Notes were converted as of March 31, 2020, the if-converted amount would exceed the principal by $0.6 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. 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 three months ended March 31, 2020, the Company recorded total interest expense of $0.2 million related to the Convertible Senior Notes, of which $0.1 million related to the amortization of the debt discount and issuance costs and $0.1 million related to the coupon due semi-annually. During the three months ended March 31, 2019, the Company recorded total interest expense of $1.0 million related to the Convertible Senior Notes of which $0.5 million related to the amortization of the debt discount and issuance costs and $0.5 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. March 31, December 31, Principal amount outstanding $ 13,131 $ 13,131 Unamortized discount of liability component (312) (415) Unamortized debt issuance costs (42) (55) Net carrying amount of liability component $ 12,777 $ 12,661 Carrying value of equity component, net of issuance costs $ 2,265 $ 2,265 Fair value of outstanding Convertible Senior Notes $ 38,633 $ 30,991 Remaining amortization period of discount on the liability component 0.8 years 1.0 year 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. There is no balance outstanding as of March 31, 2020. The Credit Agreement has a term of five years and 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 March 31, 2020. Interest expense recognized under the Credit Agreement, including amortization of deferred issuance cost, was $0.2 million for the three months ended March 31, 2020 and $0.6 million for the three months ended March 31, 2019. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Issuances of Common Stock A summary of the status of stock option activity for the three months ended March 31, 2020 is as follows (in thousands, except price data): Shares Weighted-average Outstanding at December 31, 2019 944 $ 30.63 Granted 121 77.16 Exercised (65) 21.26 Forfeited (12) 43.34 Outstanding at March 31, 2020 988 $ 36.77 A summary of the status of restricted stock unit activity for the three months ended March 31, 2020 is as follows (in thousands, except price data): Shares Weighted-average Non-vested December 31, 2019 786 $ 41.88 Granted 186 77.53 Vested (60) 18.21 Forfeited (17) 49.85 Non-vested at March 31, 2020 895 $ 50.74 During the three months ended March 31, 2020, the Company issued 27,826 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 2020 2019 Cost of sales $ 258 $ 280 Research and development 642 565 Sales and marketing 1,297 1,119 General and administrative 1,681 1,624 Total stock-based compensation expense $ 3,878 $ 3,588 As of March 31, 2020, total unrecognized compensation expense was $35.7 million, which is expected to be recognized over a weighted-average period of approximately 2.8 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. Three Months Ended 2020 2019 Risk-free interest rate 1.35 % 2.51 % Expected option life (in years) 5.14 5.68 Volatility rate 39 % 39 % Dividend rate 0 % 0 % Weighted-average grant date fair value $ 28.24 $ 23.67 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 three months ended March 31, 2020 and 2019 was $77.53 and $59.45, respectively. |
Industry and Geographic Informa
Industry and Geographic Information | 3 Months Ended |
Mar. 31, 2020 | |
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 $41.2 million (24%) and $41.5 million (28%) of total revenue for the three months ended March 31, 2020 and 2019, respectively. As of March 31, 2020 and December 31, 2019, accounts receivable due from foreign customers were $24.1 million and $23.0 million, respectively. The Company had sales to individual customers in excess of 10% of total revenues, as follows: Three Months Ended 2020 2019 Customer: A 21 % 17 % B 19 % 17 % C 10 % 7 % D 10 % 13 % Total: 60 % 54 % As of March 31, 2020 and December 31, 2019, accounts receivable from customers with balances due in excess of 10% of total accounts receivable totaled $73.9 million and $67.4 million, respectively. Consolidated total revenues by product category for the three months ended March 31, 2020 and 2019 were as follows (in thousands): Three Months Ended 2020 2019 Rapid Immunoassay $ 95,930 $ 62,494 Cardiometabolic Immunoassay 53,901 65,872 Specialized Diagnostic Solutions 16,459 13,854 Molecular Diagnostic Solutions 8,363 5,748 Total revenues $ 174,653 $ 147,968 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2020 | |
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. Summers Ridge Lease — The Company leases three of the four buildings that are located on the Summers Ridge Property in San Diego, California with an initial term through January 2033 with 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 must-take provisions related to one additional building, which will have the same lease term as the three buildings originally leased. The remaining building is subject to the expiration of the lease with its current tenant for which the expiration date is not yet known. As a result of the relocation of the Company’s headquarters to the Summers Ridge Property, the Company entered into a sublease of its former headquarters building in January 2020, with minimum rent of $2.4 million under the sublease agreement. Lease income for the three months ended March 31, 2020 was $0.1 million. 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 have the power to direct the activities of the partnership and does not have the obligation to absorb losses or receive benefits of the partnership that could potentially be significant to the partnership. 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. On August 29, 2019, the Court of Appeal issued a written decision ruling in Quidel’s favor and overturning the December 7 Order. Beckman challenged the Court of Appeal’s ruling with a petition for rehearing on September 10, 2019, which was denied on September 13, 2019. On October 1, 2019, Beckman filed a petition for review of the Court of Appeal’s ruling with the Supreme Court of California (the “Supreme Court”). We subsequently filed an answer to Beckman’s petition, Beckman filed a response to our reply and on November 13, 2019, the Supreme Court granted review of the Court of Appeal ruling, with further action in this matter being deferred pending consideration and disposition of a related issue in Ixchel Pharma v. Biogen, or pending further order of the Supreme Court. On November 22, 2019, the trial court continued the stay at the trial court level and scheduled a status conference for December 11, 2020. 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 subject to review by the Supreme Court; 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 December 31, 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. |
Fair Value Measurements
Fair Value Measurements | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market funds) $ 70,000 $ — $ — $ 70,000 $ — $ — $ — $ — Derivative assets — 458 — 458 — 321 — 321 Total assets measured at fair value $ 70,000 $ 458 $ — $ 70,458 $ — $ 321 $ — $ 321 Liabilities: Derivative liabilities $ — $ 147 $ — $ 147 $ — $ 433 $ — $ 433 Contingent consideration — — 16,501 16,501 — — 16,535 16,535 Deferred consideration — 153,277 — 153,277 — 151,382 — 151,382 Total liabilities measured at fair value $ — $ 153,424 $ 16,501 $ 169,925 $ — $ 151,815 $ 16,535 $ 168,350 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-month periods ended March 31, 2020 and the year ended December 31, 2019. Cash equivalents consist of funds held in government money market accounts that are valued using quoted prices in active markets for identical instruments. Derivative financial instruments are measured 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 through April 2023 and up to $8.0 million each in contingent consideration through April 2022. 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 $1.9 million for the accretion of interest on the deferred consideration during the three months ended March 31, 2020. 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. The discount rate of 4.0% used as of March 31, 2020 was based on estimated borrowing rate for a similar liability. Changes in estimated fair value of contingent consideration liabilities from December 31, 2019 through March 31, 2020 were as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2019 $ 16,535 Cash payments (34) Balance at March 31, 2020 $ 16,501 |
Derivatives and Hedging
Derivatives and Hedging | 3 Months Ended |
Mar. 31, 2020 | |
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. The Company also uses non-designated forward contracts to hedge non-functional currency denominated balance sheet assets. All hedging relationships for all designated 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 duration of these forward contracts are generally less than one year. 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 designated 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. Changes in the value of non-designated derivatives are recorded to other income/expense, net. 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 designated and non-designated foreign currency forward contracts as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Notional Amount Fair Value, Net Notional Amount Fair Value, Net Designated cash flow hedges: Prepaid expenses and other current assets $ 23,828 $ 429 $ 27,944 $ 321 Other current liabilities $ 12,157 $ 147 $ 6,219 $ 433 Non-designated forward contracts: Prepaid expenses and other current assets $ 7,906 $ 29 $ — $ — |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
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 March 31, 2020, and for the three months ended March 31, 2020 and 2019, is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2019 included in the Company’s 2019 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 2020 and 2019, the Company’s fiscal year will end or has ended on January 3, 2021 and December 29, 2019, respectively. For 2020 and 2019, the Company’s first quarter ended on March 29, 2020 and March 31, 2019, respectively. For ease of reference, the calendar quarter end dates are used herein. The three-month periods ended March 31, 2020 and 2019 each included 13 weeks. |
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 | Significant Accounting Policies During the three months ended March 31, 2020, 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, 2019. |
Computation of Earnings Per S_2
Computation of Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles net income and the weighted-average shares used in computing basic and diluted earnings per share (in thousands): Three Months Ended 2020 2019 Numerator: Net income used for basic earnings per share $ 40,237 $ 24,844 Interest expense on Convertible Senior Notes, net of tax 181 791 Net income used for diluted earnings per share, if-converted method $ 40,418 $ 25,635 Basic weighted-average common shares outstanding 42,056 39,704 Dilutive potential shares issuable from Convertible Senior Notes 410 1,825 Dilutive potential shares issuable from stock options and unvested RSUs 937 1,378 Diluted weighted-average common shares outstanding, if-converted 43,403 42,907 Potentially dilutive shares excluded from calculation due to anti-dilutive effect 97 149 |
Balance Sheet Account Details (
Balance Sheet Account Details (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, December 31, Raw materials $ 22,508 $ 23,294 Work-in-process (materials, labor and overhead) 19,662 20,514 Finished goods (materials, labor and overhead) 16,538 14,278 Total inventories $ 58,708 $ 58,086 |
Other Current Assets | Prepaid expenses and other current assets consist of the following (in thousands): March 31, December 31, Other receivables $ 8,645 $ 7,857 Prepaid expenses 5,952 4,568 Income taxes receivable — 2,560 Other 2,258 1,885 Total prepaid expenses and other current assets $ 16,855 $ 16,870 |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): March 31, December 31, Customer incentives $ 8,848 $ 7,369 Income and other taxes payable 6,783 1,214 Customer deposits 79 1,500 Other 5,902 4,779 Total other current liabilities $ 21,612 $ 14,862 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Debt Disclosure [Abstract] | |
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. March 31, December 31, Principal amount outstanding $ 13,131 $ 13,131 Unamortized discount of liability component (312) (415) Unamortized debt issuance costs (42) (55) Net carrying amount of liability component $ 12,777 $ 12,661 Carrying value of equity component, net of issuance costs $ 2,265 $ 2,265 Fair value of outstanding Convertible Senior Notes $ 38,633 $ 30,991 Remaining amortization period of discount on the liability component 0.8 years 1.0 year |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Equity [Abstract] | |
Share-based Payment Arrangement, Option, Activity | A summary of the status of stock option activity for the three months ended March 31, 2020 is as follows (in thousands, except price data): Shares Weighted-average Outstanding at December 31, 2019 944 $ 30.63 Granted 121 77.16 Exercised (65) 21.26 Forfeited (12) 43.34 Outstanding at March 31, 2020 988 $ 36.77 |
Schedule of Nonvested Share Activity | A summary of the status of restricted stock unit activity for the three months ended March 31, 2020 is as follows (in thousands, except price data): Shares Weighted-average Non-vested December 31, 2019 786 $ 41.88 Granted 186 77.53 Vested (60) 18.21 Forfeited (17) 49.85 Non-vested at March 31, 2020 895 $ 50.74 |
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 2020 2019 Cost of sales $ 258 $ 280 Research and development 642 565 Sales and marketing 1,297 1,119 General and administrative 1,681 1,624 Total stock-based compensation expense $ 3,878 $ 3,588 |
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. Three Months Ended 2020 2019 Risk-free interest rate 1.35 % 2.51 % Expected option life (in years) 5.14 5.68 Volatility rate 39 % 39 % Dividend rate 0 % 0 % Weighted-average grant date fair value $ 28.24 $ 23.67 |
Industry and Geographic Infor_2
Industry and Geographic Information (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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: Three Months Ended 2020 2019 Customer: A 21 % 17 % B 19 % 17 % C 10 % 7 % D 10 % 13 % Total: 60 % 54 % |
Net Revenues by Product Category | Consolidated total revenues by product category for the three months ended March 31, 2020 and 2019 were as follows (in thousands): Three Months Ended 2020 2019 Rapid Immunoassay $ 95,930 $ 62,494 Cardiometabolic Immunoassay 53,901 65,872 Specialized Diagnostic Solutions 16,459 13,854 Molecular Diagnostic Solutions 8,363 5,748 Total revenues $ 174,653 $ 147,968 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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): March 31, 2020 December 31, 2019 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents (money market funds) $ 70,000 $ — $ — $ 70,000 $ — $ — $ — $ — Derivative assets — 458 — 458 — 321 — 321 Total assets measured at fair value $ 70,000 $ 458 $ — $ 70,458 $ — $ 321 $ — $ 321 Liabilities: Derivative liabilities $ — $ 147 $ — $ 147 $ — $ 433 $ — $ 433 Contingent consideration — — 16,501 16,501 — — 16,535 16,535 Deferred consideration — 153,277 — 153,277 — 151,382 — 151,382 Total liabilities measured at fair value $ — $ 153,424 $ 16,501 $ 169,925 $ — $ 151,815 $ 16,535 $ 168,350 |
Changes in Estimated Fair Value of Contingent Consideration Liabilities | Changes in estimated fair value of contingent consideration liabilities from December 31, 2019 through March 31, 2020 were as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2019 $ 16,535 Cash payments (34) Balance at March 31, 2020 $ 16,501 |
Derivatives and Hedging (Tables
Derivatives and Hedging (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
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 designated and non-designated foreign currency forward contracts as of March 31, 2020 and December 31, 2019 (in thousands): March 31, 2020 December 31, 2019 Notional Amount Fair Value, Net Notional Amount Fair Value, Net Designated cash flow hedges: Prepaid expenses and other current assets $ 23,828 $ 429 $ 27,944 $ 321 Other current liabilities $ 12,157 $ 147 $ 6,219 $ 433 Non-designated forward contracts: Prepaid expenses and other current assets $ 7,906 $ 29 $ — $ — |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies Summary of Significant Accounting Policies Leases (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating Lease, Liability, Current | $ 6,523 | $ 6,412 |
Computation of Earnings Per S_3
Computation of Earnings Per Share - Calculation of Basic and Diluted Earnings Per Share (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Net income | $ 40,237 | $ 24,844 |
Interest expense on Convertible Senior Notes, net of tax | 181 | 791 |
Net income used for diluted earnings per share, if-converted method | $ 40,418 | $ 25,635 |
Basic weighted-average common shares outstanding | 42,056 | 39,704 |
Dilutive potential shares issuable from Convertible Senior Notes | 410 | 1,825 |
Dilutive potential shares issuable from stock options and unvested RSUs | 937 | 1,378 |
Diluted weighted-average common shares outstanding, if-converted | 43,403 | 42,907 |
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 | 97 | 149 |
Computation of Earnings Per S_4
Computation of Earnings Per Share - Additional information (Details) | Mar. 31, 2020 |
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 | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory, Net [Abstract] | ||
Raw materials | $ 22,508 | $ 23,294 |
Work-in-process (materials, labor and overhead) | 19,662 | 20,514 |
Finished goods (materials, labor and overhead) | 16,538 | 14,278 |
Total inventories | $ 58,708 | $ 58,086 |
Balance Sheet Account Details P
Balance Sheet Account Details Prepaid expenses and other current assets (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Prepaid Expense and Other Assets, Current [Abstract] | ||
Other receivables | $ 8,645 | $ 7,857 |
Prepaid expenses | 5,952 | 4,568 |
Income taxes receivable | 0 | 2,560 |
Other | 2,258 | 1,885 |
Total prepaid expenses and other current assets | $ 16,855 | $ 16,870 |
Balance Sheet Account Details O
Balance Sheet Account Details Other Current Liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other Liabilities Disclosure [Abstract] | ||
Customer incentives | $ 8,848 | $ 7,369 |
Income and other taxes payable | 6,783 | 1,214 |
Customer deposits | 79 | 1,500 |
Other | 5,902 | 4,779 |
Total other current liabilities | $ 21,612 | $ 14,862 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Provision for income taxes | $ 8,584 | $ 1,727 |
Effective income tax rate | 18.00% | 6.00% |
Debt - Convertible Senior Notes
Debt - Convertible Senior Notes, Additional Information (Details) | Dec. 31, 2019USD ($) | Mar. 31, 2020USD ($)d$ / shares | Mar. 31, 2019USD ($) | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) |
Debt Instrument [Line Items] | |||||
If-converted amount exceed principal | $ 600,000 | ||||
Interest expense, debt | $ 200,000 | $ 1,000,000 | |||
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 | ||||
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) | $ 100,000 | 500,000 | |||
Interest expense | $ 100,000 | $ 500,000 | |||
Convertible Senior Notes | Convertible Senior Notes | 3.25% Convertible Senior Notes due 2020 | |||||
Debt Instrument [Line Items] | |||||
Stated interest rate | 3.25% |
Debt - Components of Convertibl
Debt - Components of Convertible Senior Notes (Details) - Convertible Senior Notes - Convertible Senior Notes - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2020 | Dec. 31, 2019 | |
Debt Instrument [Line Items] | ||
Principal amount outstanding | $ 13,131 | $ 13,131 |
Unamortized discount of liability component | (312) | (415) |
Unamortized debt issuance costs | (42) | (55) |
Net carrying amount of liability component | 12,777 | 12,661 |
Carrying value of equity component, net of issuance costs | 2,265 | 2,265 |
Fair value of outstanding Convertible Senior Notes | $ 38,633 | $ 30,991 |
Remaining amortization period of discount on the liability component | 9 months 18 days | 1 year |
Debt - Credit Agreement, Additi
Debt - Credit Agreement, Additional Information (Details) | Aug. 31, 2018USD ($)covenant | Mar. 31, 2020USD ($) | Mar. 31, 2019USD ($) |
Debt Instrument [Line Items] | |||
Line of credit, maximum borrowing capacity | $ 175,000,000 | ||
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 | $ 200,000 | $ 1,000,000 | |
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] | |||
Debt instrument, term | 5 years | ||
Interest expense, debt | $ 200,000 | $ 600,000 |
Stockholders' Equity Stock-Base
Stockholders' Equity Stock-Based Compensation - Summary of Status of Stock Option Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares | |
Stock options outstanding, beginning (in shares) | shares | 944 |
Granted | shares | 121 |
Exercised | shares | (65) |
Stock options cancelled (in shares) | shares | (12) |
Stock options outstanding, ending (in shares) | shares | 988 |
Weighted-average exercise price per share | |
Stock options outstanding beginning, weighted average exercise price (in USD per share) | $ / shares | $ 30.63 |
Stock options granted, weighted average exercise price (in USD per share) | $ / shares | 77.16 |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ / shares | 21.26 |
Stock options cancelled, weighted average exercise price (in USD per share) | $ / shares | 43.34 |
Stock options outstanding ending, weighted average exercise price (in USD per share) | $ / shares | $ 36.77 |
Stockholders' Equity Stock-Ba_2
Stockholders' Equity Stock-Based Compensation - Summary of Status of Stock Awards Activity (Details) shares in Thousands | 3 Months Ended |
Mar. 31, 2020$ / sharesshares | |
Shares | |
Restricted stock outstanding, non-vested, beginning (in shares) | shares | 786 |
Granted | shares | 186 |
Vested | shares | (60) |
Forfeited | shares | (17) |
Restricted stock outstanding, non-vested, ending (in shares) | shares | 895 |
Weighted-average grant date fair value | |
Restricted stock outstanding, non-vested, beginning, weighted average fair value (in USD per share) | $ / shares | $ 41.88 |
Restricted stock granted, weighted average fair value (in USD per share) | $ / shares | 77.53 |
Restricted stock vested, weighted average fair value (in USD per share) | $ / shares | 18.21 |
Restricted stock forfeited, weighted average far value (in USD per share) | $ / shares | 49.85 |
Restricted stock outstanding, non-vested, ending, weighted average fair value (in USD per share) | $ / shares | $ 50.74 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Common stock issued in connection with employee stock purchase plan (in shares) | 27,826,000 | |
Restricted stock granted, weighted average fair value (in USD per share) | $ 77.53 | |
Restricted Stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unrecognized compensation expense | $ 35.7 | |
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 9 months 18 days | |
RSUs | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock granted, weighted average fair value (in USD per share) | $ 77.53 | $ 59.45 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Related to Stock-Based Compensation Plans (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 3,878 | $ 3,588 |
Cost of sales | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 258 | 280 |
Research and development | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 642 | 565 |
Sales and marketing | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | 1,297 | 1,119 |
General and administrative | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Total stock-based compensation expense | $ 1,681 | $ 1,624 |
Stockholders' Equity - Estimate
Stockholders' Equity - Estimated Fair Value of Each Stock Option Award (Details) - $ / shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Equity [Abstract] | ||
Risk-free interest rate | 1.35% | 2.51% |
Expected option life (in years) | 5 years 1 month 20 days | 5 years 8 months 4 days |
Volatility rate | 39.00% | 39.00% |
Dividend rate | 0.00% | 0.00% |
Weighted-average grant date fair value of stock options granted (in USD per share) | $ 28.24 | $ 23.67 |
Industry and Geographic Infor_3
Industry and Geographic Information - Additional Information (Details) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020USD ($)segment | Mar. 31, 2019USD ($) | Dec. 31, 2019USD ($) | |
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. | $ 41.2 | $ 41.5 | |
Customer Concentration Risk | Sales | |||
Revenue, Major Customer [Line Items] | |||
Percentage of risk concentration by major customer | 60.00% | 54.00% | |
Customer Concentration Risk | Sales | Non-US | |||
Revenue, Major Customer [Line Items] | |||
Percentage of risk concentration by major customer | 24.00% | 28.00% | |
Geographic Concentration Risk | Non-US | |||
Revenue, Major Customer [Line Items] | |||
Accounts receivable | $ 24.1 | $ 23 | |
Credit Concentration Risk | |||
Revenue, Major Customer [Line Items] | |||
Accounts receivable | $ 73.9 | $ 67.4 |
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 | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue, Major Customer [Line Items] | ||
Sales percentage | 60.00% | 54.00% |
Customer One [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 21.00% | 17.00% |
Customer B | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 19.00% | 17.00% |
Customer C | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 10.00% | 7.00% |
Customer D | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 10.00% | 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 | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 174,653 | $ 147,968 |
Rapid Immunoassay | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 95,930 | 62,494 |
Cardiometabolic Immunoassay | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 53,901 | 65,872 |
Specialized Diagnostic Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | 16,459 | 13,854 |
Molecular Diagnostic Solutions | ||
Disaggregation of Revenue [Line Items] | ||
Total revenues | $ 8,363 | $ 5,748 |
Commitments and Contingencies L
Commitments and Contingencies Lease Expense (Details) | Jan. 05, 2018 | Mar. 31, 2020 |
Commitments and Contingencies Disclosure [Abstract] | ||
Lessee, sale leaseback, renewal term | 5 years | |
Optional renewal term | 5 years |
Commitments and Contingencies M
Commitments and Contingencies Minimum Rentals (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Commitments and Contingencies Disclosure [Abstract] | |
Operating Leases, Future Minimum Payments Due, Future Minimum Sublease Rentals | $ 2.4 |
Operating Leases, Rent Expense, Sublease Rentals | $ 0.1 |
Commitments and Contingencies (
Commitments and Contingencies (Details) | Jan. 05, 2018buildingoption | Mar. 31, 2020option |
Commitments and Contingencies Disclosure [Abstract] | ||
Sale leaseback transaction, number of buildings | building | 3 | |
Number of buildings | building | 4 | |
Lessee, sale leaseback, option to extend | option | 2 | |
Lessee, sale leaseback, renewal term | 5 years | |
Number of extension | option | 3 | |
Variable Interest Entity, Not Primary Beneficiary [Member] | ||
Other Ownership Interests [Line Items] | ||
Ownership Interest | 25.00% |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Assets: | ||
Money Market Funds, at Carrying Value | $ 70,000 | |
Total assets measured at fair value | 70,458 | $ 321 |
Liabilities: | ||
Derivative Liability, Current | 147 | 433 |
Total liabilities measured at fair value | 169,925 | 168,350 |
Derivative | ||
Assets: | ||
Derivative assets | 458 | 321 |
Contingent consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 16,501 | 16,535 |
Deferred consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 153,277 | 151,382 |
Level 1 | ||
Assets: | ||
Money Market Funds, at Carrying Value | 70,000 | |
Total assets measured at fair value | 70,000 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 1 | Derivative | ||
Assets: | ||
Derivative assets | 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 | 458 | 321 |
Liabilities: | ||
Total liabilities measured at fair value | 153,424 | 151,815 |
Level 2 | Derivative | ||
Assets: | ||
Derivative assets | 458 | 321 |
Liabilities: | ||
Derivative Liability, Current | 147 | 433 |
Level 2 | Contingent consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 | Deferred consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 153,277 | 151,382 |
Level 3 | ||
Assets: | ||
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 16,501 | 16,535 |
Level 3 | Derivative | ||
Assets: | ||
Derivative assets | 0 | 0 |
Level 3 | Contingent consideration | ||
Liabilities: | ||
Total liabilities measured at fair value | 16,501 | 16,535 |
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 | 3 Months Ended | |
Mar. 31, 2020USD ($) | Oct. 06, 2017USD ($) | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Non-cash interest expense, deferred consideration | $ 1.9 | |
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 | |
Measurement Input, Discount Rate [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Business Combination, Contingent Consideration, Liability, Measurement Input | 0.040 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Estimated Fair Value of Contingent Consideration Liabilities (Details) - Level 3 - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Dec. 31, 2019 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Fair Value, Measurement with Unobservable Inputs Reconciliation, Recurring Basis, Liability Value | $ 16,501 | $ 16,535 |
Cash payments | $ (34) |
Derivatives and Hedging - Forei
Derivatives and Hedging - Foreign Currency (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Derivative Liability, Notional Amount | $ 12,157 | $ 6,219 |
Derivative Liability, Fair Value, Gross Liability | 147 | 433 |
Prepaid expenses and other current assets | Designated as Hedging Instrument | Cash Flow Hedging | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 23,828 | 27,944 |
Derivative Asset, Fair Value, Gross Asset | 429 | 321 |
Prepaid expenses and other current assets | Not Designated as Hedging Instrument | ||
Derivatives, Fair Value [Line Items] | ||
Notional Amount | 7,906 | 0 |
Derivative Asset, Fair Value, Gross Asset | $ 29 | $ 0 |