|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-2573850
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
Large accelerated filer
|
|
x
|
Accelerated filer
|
¨
|
|
|
|
|
|
Non-accelerated filer
|
|
(Do not check if a smaller reporting company)
¨
|
Smaller reporting company
|
¨
|
|
|
|
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
229,429
|
|
|
$
|
200,895
|
|
Accounts receivable, net
|
18,676
|
|
|
34,466
|
|
||
Inventories
|
22,894
|
|
|
24,763
|
|
||
Deferred tax asset—current
|
7,460
|
|
|
8,316
|
|
||
Restricted cash
|
3,465
|
|
|
3,127
|
|
||
Prepaid expenses and other current assets
|
3,367
|
|
|
2,914
|
|
||
Total current assets
|
285,291
|
|
|
274,481
|
|
||
Property, plant and equipment, net
|
49,315
|
|
|
49,226
|
|
||
Goodwill
|
80,729
|
|
|
80,748
|
|
||
Intangible assets, net
|
38,858
|
|
|
41,890
|
|
||
Other non-current assets
|
1,000
|
|
|
1,066
|
|
||
Total assets
|
$
|
455,193
|
|
|
$
|
447,411
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
8,485
|
|
|
$
|
12,421
|
|
Accrued payroll and related expenses
|
7,365
|
|
|
8,349
|
|
||
Current portion of lease obligation
|
576
|
|
|
509
|
|
||
Current portion of contingent consideration (see Note 9)
|
598
|
|
|
733
|
|
||
Deferred grant revenue
|
5,118
|
|
|
6,330
|
|
||
Other current liabilities
|
13,980
|
|
|
8,043
|
|
||
Total current liabilities
|
36,122
|
|
|
36,385
|
|
||
Long-term debt
|
139,276
|
|
|
137,958
|
|
||
Lease obligation, net of current portion
|
4,429
|
|
|
4,617
|
|
||
Contingent consideration—non-current (see Note 9)
|
5,006
|
|
|
5,023
|
|
||
Deferred tax liability—non-current
|
15,315
|
|
|
14,890
|
|
||
Income taxes payable
|
806
|
|
|
806
|
|
||
Deferred rent
|
2,273
|
|
|
2,228
|
|
||
Other non-current liabilities
|
515
|
|
|
493
|
|
||
Commitments and contingencies (see Note 9)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued or outstanding at March 31, 2015 and December 31, 2014
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value per share; 50,000 shares authorized; 34,489 and 34,433 shares issued and outstanding at March 31, 2015 and December 31, 2014, respectively
|
34
|
|
|
34
|
|
||
Additional paid-in capital
|
231,806
|
|
|
229,374
|
|
||
Accumulated other comprehensive loss
|
(12
|
)
|
|
(29
|
)
|
||
Retained earnings
|
19,623
|
|
|
15,632
|
|
||
Total stockholders’ equity
|
251,451
|
|
|
245,011
|
|
||
Total liabilities and stockholders’ equity
|
$
|
455,193
|
|
|
$
|
447,411
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Total revenues
|
$
|
61,302
|
|
|
$
|
46,673
|
|
Costs and expenses
|
|
|
|
||||
Cost of sales (excludes amortization of intangible assets of $1,571 in both 2015 and 2014)
|
21,112
|
|
|
20,247
|
|
||
Research and development
|
8,051
|
|
|
9,081
|
|
||
Sales and marketing
|
11,389
|
|
|
9,927
|
|
||
General and administrative
|
9,860
|
|
|
7,226
|
|
||
Amortization of intangible assets from acquired businesses and technology
|
2,201
|
|
|
2,208
|
|
||
Total costs and expenses
|
52,613
|
|
|
48,689
|
|
||
Operating income (loss)
|
8,689
|
|
|
(2,016
|
)
|
||
Interest expense, net
|
(2,895
|
)
|
|
(360
|
)
|
||
Income (loss) before provision for income taxes
|
5,794
|
|
|
(2,376
|
)
|
||
Provision (benefit) for income taxes
|
1,803
|
|
|
(864
|
)
|
||
Net income (loss)
|
$
|
3,991
|
|
|
$
|
(1,512
|
)
|
Basic earnings (loss) per share
|
$
|
0.12
|
|
|
$
|
(0.04
|
)
|
Diluted earnings (loss) per share
|
$
|
0.11
|
|
|
$
|
(0.04
|
)
|
Shares used in basic per share calculation
|
34,641
|
|
|
34,199
|
|
||
Shares used in diluted per share calculation
|
35,745
|
|
|
34,199
|
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
Net income (loss)
|
$
|
3,991
|
|
|
$
|
(1,512
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
||||
Changes in cumulative translation adjustment
|
17
|
|
|
(11
|
)
|
||
Comprehensive income (loss)
|
$
|
4,008
|
|
|
$
|
(1,523
|
)
|
|
Three months ended
March 31, |
||||||
|
2015
|
|
2014
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net income (loss)
|
$
|
3,991
|
|
|
$
|
(1,512
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
|
|
|
|
||||
Depreciation, amortization and other
|
6,202
|
|
|
7,332
|
|
||
Stock-based compensation expense
|
2,068
|
|
|
2,237
|
|
||
Amortization of debt discount and deferred issuance costs
|
1,399
|
|
|
84
|
|
||
Change in deferred tax assets and liabilities
|
1,285
|
|
|
—
|
|
||
Change in fair value of acquisition contingencies
|
—
|
|
|
42
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
15,782
|
|
|
13,252
|
|
||
Inventories
|
786
|
|
|
2,655
|
|
||
Income taxes receivable
|
372
|
|
|
(944
|
)
|
||
Prepaid expenses and other current and non-current assets
|
(457
|
)
|
|
(1,002
|
)
|
||
Restricted cash
|
(338
|
)
|
|
423
|
|
||
Accounts payable
|
(3,196
|
)
|
|
(596
|
)
|
||
Accrued payroll and related expenses
|
(870
|
)
|
|
(559
|
)
|
||
Income taxes payable
|
(2
|
)
|
|
(9
|
)
|
||
Deferred grant revenue
|
(1,212
|
)
|
|
(653
|
)
|
||
Other current and non-current liabilities
|
5,956
|
|
|
1,407
|
|
||
Net cash provided by operating activities
|
31,766
|
|
|
22,157
|
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Acquisitions of property and equipment
|
(2,867
|
)
|
|
(3,967
|
)
|
||
Acquisition of intangibles
|
—
|
|
|
(92
|
)
|
||
Net cash used for investing activities
|
(2,867
|
)
|
|
(4,059
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Payments on lease obligation
|
(121
|
)
|
|
(105
|
)
|
||
Repurchases of common stock
|
(337
|
)
|
|
(1,951
|
)
|
||
Proceeds from issuance of common stock
|
596
|
|
|
1,839
|
|
||
Payments of debt issuance costs
|
(365
|
)
|
|
—
|
|
||
Payments on acquisition contingencies
|
(129
|
)
|
|
(1,109
|
)
|
||
Net cash used for financing activities
|
(356
|
)
|
|
(1,326
|
)
|
||
Effect of exchange rates on cash
|
(9
|
)
|
|
—
|
|
||
Net increase in cash and cash equivalents
|
28,534
|
|
|
16,772
|
|
||
Cash and cash equivalents, beginning of period
|
200,895
|
|
|
8,388
|
|
||
Cash and cash equivalents, end of period
|
$
|
229,429
|
|
|
$
|
25,160
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest
|
$
|
250
|
|
|
$
|
346
|
|
Cash paid for income taxes
|
$
|
121
|
|
|
$
|
51
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Purchase of capital equipment by incurring current liabilities
|
$
|
164
|
|
|
$
|
760
|
|
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
||||
Reduction of other current liabilities upon issuance of restricted share units
|
$
|
408
|
|
|
$
|
663
|
|
Consolidated Balance Sheets (in thousands)
|
As Reported December 31, 2014
|
|
Effect of Change in Accounting Principle
|
|
After change in Accounting Principle
|
||||||
ASSETS
|
|
|
|
|
|
||||||
Current assets:
|
|
|
|
|
|
||||||
Prepaid expenses and other current assets
|
$
|
3,554
|
|
|
$
|
(640
|
)
|
|
$
|
2,914
|
|
Total current assets
|
275,121
|
|
|
(640
|
)
|
|
274,481
|
|
|||
Other non-current assets
|
4,565
|
|
|
(3,499
|
)
|
|
1,066
|
|
|||
Total assets
|
451,550
|
|
|
(4,139
|
)
|
|
447,411
|
|
|||
|
|
|
|
|
|
||||||
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
||||||
Long-term debt
|
142,097
|
|
|
(4,139
|
)
|
|
137,958
|
|
|||
Total liabilities and stockholders’ equity
|
451,550
|
|
|
(4,139
|
)
|
|
447,411
|
|
|
Three months ended March 31,
|
||||
|
2015
|
|
2014
|
||
Shares used in basic earnings (loss) per share (weighted-average common shares outstanding)
|
34,641
|
|
|
34,199
|
|
Effect of dilutive stock options and restricted stock awards
|
1,104
|
|
|
—
|
|
Shares used in diluted earnings (loss) per share calculation
|
35,745
|
|
|
34,199
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Raw materials
|
$
|
10,801
|
|
|
$
|
10,472
|
|
Work-in-process (materials, labor and overhead)
|
6,284
|
|
|
6,834
|
|
||
Finished goods (materials, labor and overhead)
|
5,809
|
|
|
7,457
|
|
||
Total inventories
|
$
|
22,894
|
|
|
$
|
24,763
|
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Customer incentives and rebates
|
$
|
8,858
|
|
|
$
|
4,729
|
|
Accrued research and development costs
|
284
|
|
|
990
|
|
||
Accrued interest
|
1,713
|
|
|
311
|
|
||
Other
|
3,125
|
|
|
2,013
|
|
||
Total other current liabilities
|
$
|
13,980
|
|
|
$
|
8,043
|
|
|
March 31, 2015
|
December 31, 2014
|
||||
Principal amount of convertible notes outstanding
|
$
|
172,500
|
|
$
|
172,500
|
|
Unamortized discount of liability component
|
(29,243
|
)
|
(30,403
|
)
|
||
Unamortized debt issuance costs (1)
|
(3,981
|
)
|
(4,139
|
)
|
||
Net carrying amount of liability component
|
139,276
|
|
137,958
|
|
||
Less: current portion
|
—
|
|
—
|
|
||
Long-term debt
|
$
|
139,276
|
|
$
|
137,958
|
|
Carrying value of equity component, net of issuance costs
|
$
|
29,758
|
|
$
|
29,758
|
|
Fair value of outstanding convertible senior notes (2)
|
187,411
|
|
190,613
|
|
||
Remaining amortization period of discount on the liability component
|
5.8 years
|
|
6.0 years
|
|
|
Three months ended March 31,
|
|||||||
|
2015
|
|
2014
|
|||||
Cost of sales
|
$
|
0.3
|
|
|
$
|
0.2
|
|
|
Research and development
|
—
|
|
|
0.4
|
|
|||
Sales and marketing
|
0.5
|
|
|
0.3
|
|
|||
General and administrative
|
1.3
|
|
|
1.3
|
|
|||
Total stock-based compensation expense
|
$
|
2.1
|
|
|
$
|
2.2
|
|
|
Three months ended March 31,
|
|||||
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
1.45
|
%
|
|
1.57
|
%
|
|
Expected option life (in years)
|
6.22
|
|
|
5.75
|
|
|
Volatility rate
|
40
|
%
|
|
42
|
%
|
|
Dividend rate
|
—
|
%
|
|
—
|
%
|
|
March 31, 2015
|
|
December 31, 2014
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
$
|
3,059
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,059
|
|
|
$
|
3,057
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,057
|
|
Total assets measured at fair value
|
$
|
3,059
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,059
|
|
|
$
|
3,057
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,057
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
5,604
|
|
|
5,604
|
|
|
—
|
|
|
—
|
|
|
5,756
|
|
|
5,756
|
|
||||||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,604
|
|
|
$
|
5,604
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,756
|
|
|
$
|
5,756
|
|
|
Contingent consideration liabilities
(Level 3 measurement) |
||
Balance at December 31, 2014
|
$
|
5,756
|
|
Cash payments
|
(129
|
)
|
|
Unrealized gain on foreign currency translation
|
(23
|
)
|
|
Balance at March 31, 2015
|
$
|
5,604
|
|
|
For the three months ended
|
|
|
|
|
|||||||||
March 31,
|
|
Increase (Decrease)
|
||||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Infectious disease net product sales
|
$
|
48,447
|
|
|
$
|
35,839
|
|
|
$
|
12,608
|
|
|
35
|
%
|
Women’s health net product sales
|
9,251
|
|
|
8,117
|
|
|
1,134
|
|
|
14
|
%
|
|||
Gastrointestinal disease net product sales
|
1,731
|
|
|
1,624
|
|
|
107
|
|
|
7
|
%
|
|||
Other net product sales
|
365
|
|
|
51
|
|
|
314
|
|
|
616
|
%
|
|||
Royalty, license fees and grant revenue
|
1,508
|
|
|
1,042
|
|
|
466
|
|
|
45
|
%
|
|||
Total revenues
|
$
|
61,302
|
|
|
$
|
46,673
|
|
|
$
|
14,629
|
|
|
31
|
%
|
|
Three months ended March 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
2014
|
|
|
|
|
|||||||||||||
|
Operating
expenses |
|
As a % of
total revenues |
|
Operating
expenses |
|
As a % of
total revenues |
|
Increase (Decrease)
|
|||||||||||
|
$
|
|
%
|
|||||||||||||||||
Research and development
|
$
|
8,051
|
|
|
13
|
%
|
|
$
|
9,081
|
|
|
19
|
%
|
|
$
|
(1,030
|
)
|
|
(11
|
)%
|
Sales and marketing
|
$
|
11,389
|
|
|
19
|
%
|
|
$
|
9,927
|
|
|
21
|
%
|
|
$
|
1,462
|
|
|
15
|
%
|
General and administrative
|
$
|
9,860
|
|
|
16
|
%
|
|
$
|
7,226
|
|
|
15
|
%
|
|
$
|
2,634
|
|
|
36
|
%
|
Amortization of intangible assets from acquired businesses and technology
|
$
|
2,201
|
|
|
4
|
%
|
|
$
|
2,208
|
|
|
5
|
%
|
|
$
|
(7
|
)
|
|
—
|
%
|
|
March 31, 2015
|
|
December 31, 2014
|
||||
Cash and cash equivalents
|
$
|
229,429
|
|
|
$
|
200,895
|
|
Restricted cash
|
3,465
|
|
|
3,127
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
232,894
|
|
|
$
|
204,022
|
|
Working capital including cash, cash equivalents, and restricted cash
|
$
|
249,169
|
|
|
$
|
238,096
|
|
Amount available to borrow under the Senior Credit Facility
|
$
|
107,500
|
|
|
$
|
95,700
|
|
Period
|
|
Total number
of shares
purchased (1)
|
|
Average
price paid
per share
|
|
Total number
of shares purchased
as part of publicly
announced plans or programs
|
|
Approximate dollar
value of shares that
may yet be
purchased
under the plans or programs (2)
|
||||||
January
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
50,000,000
|
|
February
|
|
3,635
|
|
|
25.68
|
|
|
—
|
|
|
50,000,000
|
|
||
March
|
|
9,257
|
|
|
26.32
|
|
|
—
|
|
|
50,000,000
|
|
||
Total
|
|
12,892
|
|
|
$
|
26.14
|
|
|
—
|
|
|
$
|
50,000,000
|
|
Exhibit
Number
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010.)
|
3.2
|
|
Amended and Restated Bylaws of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on February 27, 2015.)
|
4.1
|
|
Certificate of Designations of Series C Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010.)
|
10.1(1)
|
|
2015 Cash Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.2(1)
|
|
2015 Employee Deferred Bonus Compensation Program. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.3(1)
|
|
2015 Equity Incentive Plan Grants to the Company’s Executive Officers. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.4(1)
|
|
2015 Annual Base Salaries for the Company’s Executive Officers, effective as of February 9, 2015. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.5(1)
|
|
2015 Incentive Compensation Plan Plus. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed on March 19, 2015.)
|
10.6(1)*
|
|
Employment Offer Letter, dated December 19, 2014, between the Registrant and Michael D. Abney, Jr.
|
10.7(1)*
|
|
Agreement Re: Change in Control, entered into on January 19, 2015, between the Registrant and Michael D. Abney, Jr.
|
31.1*
|
|
Certification by Principal Executive Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification by Principal Financial Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certifications by Principal Executive Officer and Principal Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101*
|
|
XBRL Instance Document
|
101*
|
|
XBRL Taxonomy Extension Schema Document
|
101*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101*
|
|
XBRL Taxonomy Label Linkbase Document
|
101*
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
Date: April 24, 2015
|
QUIDEL CORPORATION
|
|
|
|
/s/ DOUGLAS C. BRYANT
|
|
Douglas C. Bryant
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ RANDALL J. STEWARD
|
|
Randall J. Steward
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
Number
|
|
|
3.1
|
|
Restated Certificate of Incorporation of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010.)
|
3.2
|
|
Amended and Restated Bylaws of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on February 27, 2015.)
|
4.1
|
|
Certificate of Designations of Series C Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010.)
|
10.1(1)
|
|
2015 Cash Incentive Compensation Plan. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.2(1)
|
|
2015 Employee Deferred Bonus Compensation Program. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.3(1)
|
|
2015 Equity Incentive Plan Grants to the Company’s Executive Officers. (Incorporated by reference to Exhibit 10.3 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.4(1)
|
|
2015 Annual Base Salaries for the Company’s Executive Officers, effective as of February 9, 2015. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8‑K filed on February 9, 2015.)
|
10.5(1)
|
|
2015 Incentive Compensation Plan Plus. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8‑K filed on March 19, 2015.)
|
10.6(1)*
|
|
Employment Offer Letter, dated December 19, 2014, between the Registrant and Michael D. Abney, Jr.
|
10.7(1)*
|
|
Agreement Re: Change in Control, entered into on January 19, 2015, between the Registrant and Michael D. Abney, Jr.
|
31.1*
|
|
Certification by Principal Executive Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
31.2*
|
|
Certification by Principal Financial Officer of Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
|
32.1*
|
|
Certifications by Principal Executive Officer and Principal Financial Officer of Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
101*
|
|
XBRL Instance Document
|
101*
|
|
XBRL Taxonomy Extension Schema Document
|
101*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101*
|
|
XBRL Taxonomy Label Linkbase Document
|
101*
|
|
XBRL Taxonomy Presentation Linkbase Document
|
Compensation:
|
$11,538.46 bi-weekly ($300,000 annualized)
|
Annual Bonus:
|
You will participate in the SVP bonus plan with a target bonus of 50% at achievement of plan. Participation in 2015 will be prorated based on your start date.
|
Equity:
|
You will receive equity equal to $300,000 in total value with half of such value awarded in the form of non-qualified stock options (vesting over four years with 50% vesting on the second anniversary of the grant date and annually thereafter) and half of such value in the form of time-based restricted stock (cliff vesting at the end of four years). The purchase price will be the closing NASDAQ market price of Quidel’s stock on your actual start date.
|
Vacation:
|
Vacation for employees at the director level and above is untracked. That means there is no accrual account but instead you take vacation in consultation with your supervisor as your work allows. Members of the leadership team take an average of four weeks of vacation per year.
|
Agreement:
|
You will be provided with change of control protection as outlined for other officers. Details of this protection are contained in the attached Agreement re: Change in Control.
|
Start Date:
|
January 19, 2015
|
/s/ Michael D. Abney, Jr.
|
12/22/14
|
Signature
|
Date
|
Quidel Corporation
|
|
Michael D. Abney, Jr
|
12544 High Bluff Drive, Suite 200
|
|
3810 Vickers Lake Drive
|
San Diego, CA 92130
|
|
Jacksonville, FL 32224
|
Attn: President & CEO
|
|
|
By:
|
/s/ Douglas C. Bryant
|
|
Douglas C. Bryant
|
|
President & CEO
|
|
Quidel Corporation
|
By:
|
/s/ Michael D. Abney, Jr.
|
|
Michael D. Abney, Jr.
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Quidel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ DOUGLAS C. BRYANT
|
|
Douglas C. Bryant
|
|
President and Chief Executive Officer
|
|
(Principal Executive Officer)
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Quidel Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
|
/s/ RANDALL J. STEWARD
|
|
Randall J. Steward
|
|
Chief Financial Officer
|
|
(Principal Financial Officer)
|
•
|
the Company’s Quarterly Report on Form 10-Q for the period ended
March 31, 2015
(the “Report”), as filed with the Securities and Exchange Commission on the date hereof, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
•
|
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
|
/s/ DOUGLAS C. BRYANT
|
Douglas C. Bryant
|
President and Chief Executive Officer
|
(Principal Executive Officer)
|
|
/s/ RANDALL J. STEWARD
|
Randall J. Steward
|
Chief Financial Officer
|
(Principal Financial Officer)
|