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FORM 10-K
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x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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QUIDEL CORPORATION
(Exact name of registrant as specified in its charter)
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DELAWARE
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94-2573850
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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12544 High Bluff Drive, Suite 200
San Diego, California
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92130
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(Address of principal executive offices)
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(Zip Code)
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Title of each class
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Name of each exchange on which registered
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Common stock, $0.001 par value
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Nasdaq Global Market
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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Part I
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Part II
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Part III
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Part IV
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•
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rapid point-of-care immunoassay tests for use in physician offices, hospital laboratories and emergency departments, retail clinics, pharmacies and other urgent care or alternative site settings;
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•
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direct fluorescent assays (“DFA”) and culture-based tests for the clinical virology laboratory;
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•
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molecular diagnostic tests across a number of laboratory and other segments; and
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•
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specialty products serving the bone health, autoimmune and complement research communities.
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•
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leveraging our current infrastructure to develop and launch new rapid immunoassays such as additional assays for our Sofia
®
Analyzer and next generation analyzer (Sofia 2);
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•
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developing a molecular diagnostics franchise that incorporates three distinct testing platforms, AmpliVue
®
, Solana
®
and Savanna™ and that leverages our molecular assay development competencies; and
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•
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strengthening our position with distribution partners and our end-user customers to gain more emphasis on our products in the U.S. and abroad.
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•
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continue to provide products that can compete effectively in the healthcare market where cost is important;
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•
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continue to focus our research and development efforts on three areas:
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•
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new proprietary product platform development;
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•
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the creation of improved products and new products for existing markets and unmet clinical needs; and
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•
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pursuit of collaborations with, or acquisitions of, other companies for new and existing products and markets that advance our differentiated strategy.
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•
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provide clinicians with validated studies that encompass the clinical efficacy and economic efficiency of our diagnostic tests for the professional market;
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•
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strengthen our market and brand leadership in current markets by acquiring and/or developing and introducing clinically superior diagnostic solutions;
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•
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strengthen our direct sales force to enhance relationships with integrated delivery networks, laboratories and hospitals, with a goal of driving growth through improved physician and laboratorian satisfaction;
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•
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leverage our wireless connectivity and data management systems, including cloud-based tools;
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•
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support payer evaluation of diagnostic tests and establishment of favorable reimbursement rates;
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•
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continue to create strong global alliances to support our efforts to achieve leadership in key markets and expand our presence in emerging markets; and
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•
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further refine our manufacturing efficiencies and productivity improvements to improve profit, with continued focus on profitable products and markets and our efforts to leverage our core competency in new product development.
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•
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Hospital POC testing is accepted and growing and is generally an extension of the hospital’s central laboratory. Hospitals in the U.S. have progressively sought to reduce the length of patient stays and, consequently, the proportion of cases seen as outpatients have increased. If the U.S. experience is representative of future trends, emergency departments and other critical care units such as intensive care units, operating rooms, trauma and cardiac centers are increasingly becoming the principal centers for the management of moderate and severe acute illness.
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•
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Out-of-hospital testing sites consist of physicians’ office laboratories, nursing homes, pharmacies, retail clinics and other non-institutional, ambulatory settings in which healthcare providers perform diagnostic tests.
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•
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new proprietary product platform development,
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•
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the creation of improved products and new products for existing markets and unmet clinical needs, and
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•
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pursuit of collaborations with, or acquisitions of, other companies for new and existing products and markets that advance our differentiated strategy.
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•
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timing of the onset, length and severity of the cold and flu seasons;
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•
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seasonal fluctuations in our sales of infectious disease tests, which are generally highest in fall and winter, thus resulting in generally lower operating results in the second and third calendar quarters and higher operating results in the first and fourth calendar quarters;
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•
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government and media attention focused on influenza and the related potential impact on humans from novel influenza viruses, such as H1N1 and avian flu;
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•
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changes in the level of competition, such as would occur if one of our competitors introduced a new, better performing or lower priced product to compete with one or more of our products;
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•
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changes in the reimbursement systems or reimbursement amounts that end-users may rely upon in choosing to use our products;
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•
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changes in economic conditions in our domestic and international markets, such as economic downturns, decreased healthcare spending, reduced consumer demand, inflation and currency fluctuations; changes in government laws and regulations affecting our business;
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•
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lower than anticipated market penetration of our new or more recently introduced products;
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•
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significant quantities of our product or that of our competitors in our distributors’ inventories or distribution channels;
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•
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changes in distributor buying patterns; and
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•
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changes in the healthcare market including consolidation in our customer base.
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•
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We have issued patents both in the U.S. and internationally, with expiration dates ranging from the present through approximately 2034. In addition to our patents in the U.S., we have patents issued in various other countries including, among others, Australia, Canada, Japan and various European countries, including France, Germany, Italy, Spain and the United Kingdom. Additionally, we have patent applications pending in the U.S. and various foreign jurisdictions. These pending patent applications may not result in the issuance of any patents, or if issued, may not have priority over others’ applications or may not offer meaningful protection against competitors with similar technology or may not otherwise provide commercial value. Moreover, any patents issued to us may be challenged, invalidated, found unenforceable or circumvented in the future. Third parties can make, use and sell products covered by our patents in any country in which we do not have patent protection.
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•
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We also license the right to use our products to our customers under label licenses that are for research purposes only. These licenses could be contested and, because we cannot monitor all potential unauthorized uses of our products around the world, we might not be aware of an unauthorized use or might not be able to enforce the license restrictions in a cost-effective manner.
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•
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Our current and future licenses may not be adequate for the operation of our business. In the future, we expect that we will require or desire additional licenses from other parties in order to refine our products further and to allow us to develop, manufacture and market commercially viable or superior products. We may not be able to obtain licenses for technology patented by others and required to produce our products on commercially reasonable terms, if at all.
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•
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pending litigation may of itself cause our distributors or end-users to reduce or terminate purchases of our products;
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•
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it may consume a substantial portion of our managerial and financial resources;
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•
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its outcome would be uncertain and a court may find any third-party patent claims valid and infringed by our products (issuing a preliminary or permanent injunction) that would require us to procure costly licensing arrangements from third parties or withdraw or recall such products from the market, redesign such products offered for sale or under development or restrict employees from performing work in their areas of expertise;
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•
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governmental agencies may commence investigations or criminal proceedings against our employees, former employees and us relating to claims of misappropriation or misuse of another party’s proprietary rights;
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•
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an adverse outcome could subject us to significant liability in the form of past royalty payments, penalties, special and punitive damages, the opposing party’s attorneys' fees, and future royalty payments significantly affecting our future earnings; and
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•
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failure to obtain a necessary license (upon commercially reasonable terms, if at all) upon an adverse outcome could prevent us from selling our current products or other products we may develop.
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•
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requiring us to dedicate a substantial portion of our cash flows from operations to payments on our debt;
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•
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limiting our ability to obtain future financing for working capital, capital expenditures, acquisitions, debt obligations and other general corporate requirements;
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•
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making us more vulnerable to adverse conditions in the general economy or our industry and to fluctuations in our operating results, including affecting our ability to comply with and maintain any financial tests and ratios required under our indebtedness;
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•
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limiting our flexibility to engage in certain transactions or to plan for, or react to, changes in our business and the diagnostics industry;
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•
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putting us at a disadvantage compared to competitors that have less relative and/or less restrictive debt; and
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•
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subjecting us to additional restrictive financial and other covenants.
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•
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compliance with multiple different registration requirements and new and changing registration requirements, our inability to benefit from registration for our products inasmuch as registrations may be controlled by a distributor, and the difficulty in transitioning our product registrations;
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•
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compliance with complex foreign and U.S. laws and regulations that apply to our international operations, including U.S. laws such as import/export limitations, the Foreign Corrupt Practices Act, and local laws
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•
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tariffs or other barriers as we continue to expand into new countries and geographic regions;
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•
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exposure to currency exchange fluctuations against the U.S. dollar;
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•
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longer payment cycles, generally lower average selling prices and greater difficulty in accounts receivable collection;
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•
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reduced, or lack of, protection for, and enforcement of, intellectual property rights;
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•
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political and economic instability in some of the regions where we currently sell our products or that we may expand into in the future;
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•
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complex and potentially adverse tax consequences; and
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•
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diversion to the U.S. of our products sold into international markets at lower prices.
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•
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announcements by us or our competitors concerning technological innovations;
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•
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introductions of new products;
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•
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FDA and foreign regulatory actions;
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•
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developments or disputes relating to patents or proprietary rights;
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•
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failure to meet the expectations of stock market analysts and investors;
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•
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changes in stock market analyst recommendations regarding our common stock;
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•
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changes in healthcare policy in the U.S. or other countries; and
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•
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general stock market conditions and other factors unrelated to our operating performance.
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Location
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Status
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Lease term
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Square
Footage
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Primary Use
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San Diego, CA (McKellar)
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Leased
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2020 - options to extend for three additional 5 year periods
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78,000
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Administrative offices, research and development and manufacturing
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San Diego, CA (High Bluff)
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Leased
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2022 - options to extend for two additional 5 year periods
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30,000
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Administrative offices, sales and marketing (principal executive offices)
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Athens, OH
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Leased
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2022 - options to extend for one additional 5 year period
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94,000
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|
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Administrative offices, sales and marketing, research and development and manufacturing
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Beverly, MA
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Leased
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2020 - options to extend for two additional 5 year periods
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9,700
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Administrative offices, research and development and manufacturing
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Quarter
Ended
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Low
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High
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||||
December 31, 2016
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$
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20.88
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|
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$
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21.44
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September 30, 2016
|
$
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20.96
|
|
|
$
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22.20
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June 30, 2016
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$
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17.20
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|
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$
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18.00
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March 31, 2016
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$
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16.98
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|
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$
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17.48
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December 31, 2015
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$
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21.07
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|
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$
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21.41
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September 30, 2015
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$
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18.56
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|
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$
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19.07
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June 30, 2015
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$
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22.75
|
|
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$
|
23.16
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March 31, 2015
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$
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26.66
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$
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27.53
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Period
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Total number of shares purchased (1)
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Average price paid per share
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Total number of shares purchased as part of publicly announced plans or programs
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Approximate dollar value of shares that may yet be purchased under the plans or programs (2)
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||||||
October 3, 2016 - October 30, 2016
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|
—
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|
|
|
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—
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$
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35,006,981
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||
October 31, 2016 - November 27, 2016
|
|
—
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|
|
|
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—
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|
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$
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35,006,981
|
|
||
November 28, 2015 - January 1, 2016
|
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3,396
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|
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$
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21.35
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|
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—
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|
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$
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35,006,981
|
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Total
|
|
3,396
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|
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$
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21.35
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—
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|
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$
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35,006,981
|
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(1)
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We repurchased
3,396
shares of common stock from employees in connection with payment of minimum tax withholding obligations related to the lapse of restrictions on certain RSUs during the three months ended
December 31, 2016
.
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(2)
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On January 25, 2016, we announced that the Board of Directors authorized an amendment to the Company's previously announced stock repurchase program to (i) replenish the amount available for repurchase under the program back to the previously authorized repurchase amount of
$50.0 million
, (ii) approve the addition of repurchases of the Company's Convertible Senior Notes under the program and (iii) extend the expiration date of the program to January 25, 2018. Under the amended program, the Company may repurchase, in the aggregate, up to $50.0 million in shares of its common stock and/or its Convertible Senior Notes. The amounts provided in this column give effect to the repurchase of our Convertible Senior Notes that are in addition to the repurchases of our common stock shown in this table.
|
|
Base Period
|
|
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||||||||||||
Company/Index
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
||||||||||||
Quidel Corporation
|
$
|
100.00
|
|
|
$
|
123.40
|
|
|
$
|
204.16
|
|
|
$
|
191.14
|
|
|
$
|
140.12
|
|
|
$
|
141.57
|
|
NASDAQ Composite
|
$
|
100.00
|
|
|
$
|
115.91
|
|
|
$
|
160.32
|
|
|
$
|
181.80
|
|
|
$
|
192.21
|
|
|
$
|
206.63
|
|
NASDAQ US Benchmark Medical Supplies
|
$
|
100.00
|
|
|
$
|
121.40
|
|
|
$
|
146.72
|
|
|
$
|
174.19
|
|
|
$
|
190.86
|
|
|
$
|
215.74
|
|
NASDAQ Health Care
|
$
|
100.00
|
|
|
$
|
127.24
|
|
|
$
|
199.82
|
|
|
$
|
256.70
|
|
|
$
|
274.30
|
|
|
$
|
227.91
|
|
|
Year ended December 31,
|
||||||||||||||||||
|
2016 (1)
|
|
2015
|
|
2014
|
|
2013 (1)
|
|
2012
|
||||||||||
|
(in thousands, except per share data)
|
||||||||||||||||||
Total revenues
|
$
|
191,603
|
|
|
$
|
196,129
|
|
|
$
|
184,158
|
|
|
$
|
177,325
|
|
|
$
|
157,719
|
|
Costs and expenses
|
|
|
|
|
|
|
|
|
|
||||||||||
Cost of sales (excludes amortization of intangible assets)
(2)
|
73,414
|
|
|
71,688
|
|
|
74,180
|
|
|
66,976
|
|
|
61,285
|
|
|||||
Research and development
|
38,672
|
|
|
35,514
|
|
|
37,913
|
|
|
34,186
|
|
|
27,716
|
|
|||||
Sales and marketing
|
47,821
|
|
|
47,886
|
|
|
43,076
|
|
|
35,744
|
|
|
32,297
|
|
|||||
General and administrative
|
27,062
|
|
|
29,447
|
|
|
25,811
|
|
|
25,581
|
|
|
19,800
|
|
|||||
Amortization of intangible assets from acquired businesses and technology
|
9,073
|
|
|
8,856
|
|
|
8,828
|
|
|
8,171
|
|
|
6,935
|
|
|||||
Impairment loss
|
—
|
|
|
—
|
|
|
3,558
|
|
|
—
|
|
|
—
|
|
|||||
Facility restructuring charge
|
—
|
|
|
—
|
|
|
—
|
|
|
1,825
|
|
|
—
|
|
|||||
Total costs and expenses
|
196,042
|
|
|
193,391
|
|
|
193,366
|
|
|
172,483
|
|
|
148,033
|
|
|||||
Operating income (loss)
|
(4,439
|
)
|
|
2,738
|
|
|
(9,208
|
)
|
|
4,842
|
|
|
9,686
|
|
|||||
Interest expense, net
|
(11,760
|
)
|
|
(12,035
|
)
|
|
(1,775
|
)
|
|
(1,408
|
)
|
|
(2,075
|
)
|
|||||
(Loss) income before (benefit) provision for taxes
|
(16,199
|
)
|
|
(9,297
|
)
|
|
(10,983
|
)
|
|
3,434
|
|
|
7,611
|
|
|||||
(Benefit) provision for income taxes
|
(2,391
|
)
|
|
(3,218
|
)
|
|
(3,909
|
)
|
|
(3,956
|
)
|
|
2,618
|
|
|||||
Net (loss) income
|
$
|
(13,808
|
)
|
|
$
|
(6,079
|
)
|
|
$
|
(7,074
|
)
|
|
$
|
7,390
|
|
|
$
|
4,993
|
|
Basic earnings (loss) per share
|
$
|
(0.42
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
0.22
|
|
|
$
|
0.15
|
|
Diluted earnings (loss) per share
|
$
|
(0.42
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.21
|
)
|
|
$
|
0.21
|
|
|
$
|
0.15
|
|
Shares used in basic per share calculation
|
32,708
|
|
|
34,104
|
|
|
34,451
|
|
|
33,836
|
|
|
33,068
|
|
|||||
Shares used in diluted per share calculation
|
32,708
|
|
|
34,104
|
|
|
34,451
|
|
|
34,947
|
|
|
33,702
|
|
|
December 31,
|
||||||||||||||||||
|
2016 (1)
|
|
2015
|
|
2014
|
|
2013 (1)
|
|
2012
|
||||||||||
|
(in thousands)
|
||||||||||||||||||
Cash and cash equivalents
|
$
|
169,508
|
|
|
$
|
191,471
|
|
|
$
|
200,895
|
|
|
$
|
8,388
|
|
|
$
|
14,856
|
|
Working capital
|
$
|
191,782
|
|
|
$
|
209,834
|
|
|
$
|
238,096
|
|
|
$
|
54,610
|
|
|
$
|
52,271
|
|
Total assets
|
$
|
388,250
|
|
|
$
|
406,505
|
|
|
$
|
447,411
|
|
|
$
|
271,485
|
|
|
$
|
242,099
|
|
Long-term debt and lease obligation, net of current portion
|
$
|
148,319
|
|
|
$
|
147,329
|
|
|
$
|
142,575
|
|
|
$
|
5,126
|
|
|
$
|
10,567
|
|
Stockholders’ equity
|
$
|
200,630
|
|
|
$
|
218,676
|
|
|
$
|
245,011
|
|
|
$
|
223,779
|
|
|
$
|
199,780
|
|
Common shares outstanding
|
32,897
|
|
|
33,323
|
|
|
34,433
|
|
|
34,073
|
|
|
33,451
|
|
(1)
|
Includes the results of operations of BioHelix, AnDiaTec and Immutopics from dates of acquisition, May 6, 2013, August 26, 2013 and March 18, 2016, respectively.
|
(2)
|
Excludes amortization of intangible assets of $6,458, $6,341, $6,283, $6,079 and $5,753 for the years ended December 31,
2016
,
2015
,
2014
,
2013
and
2012
, respectively.
|
•
|
rapid point-of-care immunoassay tests for use in physician offices, hospital laboratories and emergency departments, retail clinics, pharmacies and other urgent care or alternative site settings;
|
•
|
direct fluorescent assays (“DFA”) and culture-based tests for the clinical virology laboratory;
|
•
|
molecular diagnostic tests across a number of laboratory and other segments; and
|
•
|
specialty products serving the bone health, autoimmune and complement research communities.
|
•
|
leveraging our current infrastructure to develop and launch new rapid immunoassays such as additional assays for our FDA approved Sofia
®
and next generation analyzers;
|
•
|
developing a molecular diagnostics franchise that incorporates three distinct testing platforms, AmpliVue
®
, Savanna™ and Solana
®
and that leverages our molecular assay development competencies; and
|
•
|
strengthening our position with distribution partners and our end-user customers to gain more emphasis on our products in the U.S. and abroad.
|
•
|
continue to focus our research and development efforts on three areas:
|
•
|
new proprietary product platform development;
|
•
|
the creation of improved products and new products for existing markets and unmet clinical needs; and
|
•
|
pursuit of collaborations with, or acquisitions of, other companies for new and existing products and markets that advance our differentiated strategy.
|
•
|
provide clinicians with validated studies that encompass the clinical efficacy and economic efficiency of our diagnostic tests for the professional market;
|
•
|
strengthen our market and brand leadership in infectious diseases, women’s health and gastrointestinal diseases by acquiring and/or developing and introducing clinically superior diagnostic solutions;
|
•
|
strengthen our direct sales force to enhance relationships with integrated delivery networks, laboratories and hospitals, with a goal of driving growth through improved physician and laboratorian satisfaction;
|
•
|
leverage our wireless connectivity and data management systems, including cloud-based tools;
|
•
|
support payer evaluation of diagnostic tests and establishment of favorable reimbursement rates;
|
•
|
continue to create strong global alliances to support our efforts to achieve leadership in key markets and expand our presence in emerging markets; and
|
•
|
further refine our manufacturing efficiencies and productivity improvements to improve profit, with continued focus on profitable products and markets and our efforts to leverage our competency in new product development.
|
|
|
For the year ended December 31,
|
|
Increase (decrease)
|
|||||||||||
|
|
2016
|
|
2015
|
|
$
|
|
%
|
|||||||
Immunoassays
|
|
$
|
121,416
|
|
|
$
|
130,348
|
|
|
$
|
(8,932
|
)
|
|
(7
|
)%
|
Molecular
|
|
9,506
|
|
|
5,424
|
|
|
4,082
|
|
|
75
|
%
|
|||
Virology
|
|
40,083
|
|
|
43,747
|
|
|
(3,664
|
)
|
|
(8
|
)%
|
|||
Specialty products
|
|
11,211
|
|
|
9,001
|
|
|
2,210
|
|
|
25
|
%
|
|||
Royalties, grants and other
|
|
9,387
|
|
|
7,609
|
|
|
1,778
|
|
|
23
|
%
|
|||
Total revenues
|
|
$
|
191,603
|
|
|
$
|
196,129
|
|
|
$
|
(4,526
|
)
|
|
(2
|
)%
|
|
For the year ended December 31,
|
|
|
|
|
|||||||||||||||
|
2016
|
|
2015
|
|
|
|
|
|||||||||||||
|
Operating
|
|
As a % of
total
|
|
Operating
|
|
As a % of
total
|
|
Increase (decrease)
|
|||||||||||
|
expenses
|
|
revenues
|
|
expenses
|
|
revenues
|
|
$
|
|
%
|
|||||||||
Research and development
|
$
|
38,672
|
|
|
20
|
%
|
|
$
|
35,514
|
|
|
18
|
%
|
|
$
|
3,158
|
|
|
9
|
%
|
Sales and marketing
|
$
|
47,821
|
|
|
25
|
%
|
|
$
|
47,886
|
|
|
24
|
%
|
|
$
|
(65
|
)
|
|
—
|
%
|
General and administrative
|
$
|
27,062
|
|
|
14
|
%
|
|
$
|
29,447
|
|
|
15
|
%
|
|
$
|
(2,385
|
)
|
|
(8
|
)%
|
Amortization of intangible assets from acquired businesses and technology
|
$
|
9,073
|
|
|
5
|
%
|
|
$
|
8,856
|
|
|
5
|
%
|
|
$
|
217
|
|
|
2
|
%
|
|
For the year ended December 31,
|
|
Increase (decrease)
|
|||||||||||
|
2015
|
|
2014
|
|
$
|
|
%
|
|||||||
Immunoassays
|
$
|
130,348
|
|
|
$
|
118,715
|
|
|
$
|
11,633
|
|
|
10
|
%
|
Molecular
|
5,424
|
|
|
3,418
|
|
|
2,006
|
|
|
59
|
%
|
|||
Virology
|
43,747
|
|
|
44,771
|
|
|
(1,024
|
)
|
|
(2
|
)%
|
|||
Specialty products
|
9,001
|
|
|
7,779
|
|
|
1,222
|
|
|
16
|
%
|
|||
Royalties, grants and other
|
7,609
|
|
|
9,475
|
|
|
(1,866
|
)
|
|
(20
|
)%
|
|||
Total revenues
|
$
|
196,129
|
|
|
$
|
184,158
|
|
|
$
|
11,971
|
|
|
7
|
%
|
|
For the year ended December 31,
|
|
|
|
|
|||||||||||||||
|
2015
|
|
2014
|
|
|
|
|
|||||||||||||
|
Operating
|
|
As a %
of total
|
|
Operating
|
|
As a %
of total
|
|
Increase (decrease)
|
|||||||||||
|
expenses
|
|
revenues
|
|
expenses
|
|
revenues
|
|
$
|
|
%
|
|||||||||
Research and development
|
$
|
35,514
|
|
|
18
|
%
|
|
$
|
37,913
|
|
|
21
|
%
|
|
$
|
(2,399
|
)
|
|
(6
|
)%
|
Sales and marketing
|
$
|
47,886
|
|
|
24
|
%
|
|
$
|
43,076
|
|
|
23
|
%
|
|
$
|
4,810
|
|
|
11
|
%
|
General and administrative
|
$
|
29,447
|
|
|
15
|
%
|
|
$
|
25,811
|
|
|
14
|
%
|
|
$
|
3,636
|
|
|
14
|
%
|
Amortization of intangible assets from acquired businesses and technology
|
$
|
8,856
|
|
|
5
|
%
|
|
$
|
8,828
|
|
|
5
|
%
|
|
$
|
28
|
|
|
—
|
%
|
Impairment loss
|
$
|
—
|
|
|
—
|
%
|
|
$
|
3,558
|
|
|
2
|
%
|
|
$
|
(3,558
|
)
|
|
N/A
|
|
Facility restructuring charge
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
N/A
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Cash and cash equivalents
|
$
|
169,508
|
|
|
$
|
191,471
|
|
Restricted cash
|
—
|
|
|
63
|
|
||
Cash, cash equivalents, and restricted cash
|
$
|
169,508
|
|
|
$
|
191,534
|
|
Working capital including cash, cash equivalents, and restricted cash
|
$
|
191,782
|
|
|
$
|
209,834
|
|
Amount available to borrow under the Senior Credit Facility
|
$
|
—
|
|
|
$
|
126,068
|
|
•
|
support of commercialization efforts related to our current and future products, including support of our direct sales force and field support resources both in the United States and abroad;
|
•
|
the continued advancement of research and development efforts;
|
•
|
acquisitions of equipment and other fixed assets for use in our current and future manufacturing and research and development facilities;
|
•
|
repurchases of our outstanding common stock or Convertible Senior Notes;
|
•
|
potential strategic acquisitions and investments; and
|
•
|
repayments of our lease obligation.
|
•
|
our ability to successfully realize revenue growth from our new technologies and create innovative products in our markets;
|
•
|
leveraging our operating expenses to realize operating profits as we grow revenue;
|
•
|
competing technological and market developments; and
|
•
|
the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings.
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net cash provided by operating activities
|
$
|
11,815
|
|
|
$
|
36,309
|
|
|
$
|
35,686
|
|
Net cash used for investing activities
|
(16,970
|
)
|
|
(17,032
|
)
|
|
(11,241
|
)
|
|||
Net cash (used for) provided by financing activities
|
(16,799
|
)
|
|
(28,684
|
)
|
|
168,060
|
|
|||
Effect of exchange rate changes on cash
|
(9
|
)
|
|
(17
|
)
|
|
2
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
$
|
(21,963
|
)
|
|
$
|
(9,424
|
)
|
|
$
|
192,507
|
|
|
Payment due by period
|
||||||||||||||||||
|
Total
|
|
Less than
1 year
|
|
1-3
Years
|
|
3-5
Years
|
|
More than
5 years
|
||||||||||
Convertible Senior Notes (1)
|
$
|
189,066
|
|
|
$
|
5,438
|
|
|
$
|
10,876
|
|
|
$
|
172,752
|
|
|
$
|
—
|
|
Lease obligation (2)
|
3,806
|
|
|
937
|
|
|
1,902
|
|
|
967
|
|
|
—
|
|
|||||
Operating lease obligations (3)
|
12,134
|
|
|
2,245
|
|
|
4,638
|
|
|
4,626
|
|
|
625
|
|
|||||
Non-cancellable purchase commitments (4)
|
6,596
|
|
|
4,510
|
|
|
1,261
|
|
|
825
|
|
|
—
|
|
|||||
Total contractual obligations
|
$
|
211,602
|
|
|
$
|
13,130
|
|
|
$
|
18,677
|
|
|
$
|
179,170
|
|
|
$
|
625
|
|
(1)
|
Includes the principal amount of our Convertible Senior Notes due in December 2020, as well as interest payments to be made semi-annually.
|
(2)
|
Reflects our lease obligation on the approximately 78,000 square-foot San Diego facility in place as of
December 31, 2016
. The facility is subject to a financing arrangement with payments through December 2020. Our future obligation under this financing arrangement is included in the table above.
|
(3)
|
Reflects obligations on facilities and equipment under operating leases in place as of
December 31, 2016
. In October of 2013, we entered into a lease for approximately 30,000 square feet of office space in San Diego. The lease expires in 2022 with options to extend the lease for two additional five-year periods. In the fourth quarter of 2016, we exercised our renewal option for the Athens, Ohio location. The amended lease expires in 2022 with the option to extend the lease for one additional five-year period through 2027. Future minimum lease payments are included in the table above.
|
(4)
|
Reflects our
$6.6 million
of non-cancellable commitments to purchase property and equipment, inventory and research and development services under contractual arrangements.
|
•
|
the asset’s ability to continue to generate income from operations and positive cash flow in future periods;
|
•
|
any volatility or significant decline in our stock price and market capitalization compared to our net book value;
|
•
|
loss of legal ownership or title to an asset;
|
•
|
significant changes in our strategic business objectives and utilization of our assets; and
|
•
|
the impact of significant negative industry or economic trends.
|
|
s/ ERNST & YOUNG LLP
|
San Diego, California
|
|
February 16, 2017
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
169,508
|
|
|
$
|
191,471
|
|
Accounts receivable, net
|
24,990
|
|
|
18,398
|
|
||
Inventories
|
26,045
|
|
|
26,388
|
|
||
Restricted cash
|
—
|
|
|
63
|
|
||
Prepaid expenses and other current assets
|
4,851
|
|
|
4,344
|
|
||
Total current assets
|
225,394
|
|
|
240,664
|
|
||
Property, plant and equipment, net
|
50,858
|
|
|
52,547
|
|
||
Goodwill
|
83,834
|
|
|
80,730
|
|
||
Intangible assets, net
|
27,639
|
|
|
31,833
|
|
||
Other non-current assets
|
525
|
|
|
731
|
|
||
Total assets
|
$
|
388,250
|
|
|
$
|
406,505
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
16,047
|
|
|
$
|
8,675
|
|
Accrued payroll and related expenses
|
9,642
|
|
|
9,627
|
|
||
Current portion of lease obligation
|
98
|
|
|
585
|
|
||
Current portion of contingent consideration
|
2,826
|
|
|
1,286
|
|
||
Deferred grant revenue
|
—
|
|
|
3,658
|
|
||
Other current liabilities
|
4,999
|
|
|
6,999
|
|
||
Total current liabilities
|
33,612
|
|
|
30,830
|
|
||
Long-term debt
|
144,340
|
|
|
143,297
|
|
||
Lease obligation, net of current portion
|
3,979
|
|
|
4,032
|
|
||
Contingent consideration—non-current
|
2,349
|
|
|
4,230
|
|
||
Deferred tax liability—non-current
|
58
|
|
|
1,970
|
|
||
Income taxes payable
|
1,045
|
|
|
910
|
|
||
Deferred rent
|
1,965
|
|
|
2,296
|
|
||
Other non-current liabilities
|
272
|
|
|
264
|
|
||
Commitments and contingencies (Note 6)
|
|
|
|
||||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued or outstanding at December 31, 2016 and 2015
|
—
|
|
|
—
|
|
||
Common stock, $.001 par value per share; 97,500 shares authorized; 32,897 and 33,323 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
33
|
|
|
33
|
|
||
Additional paid-in capital
|
204,905
|
|
|
209,121
|
|
||
Accumulated other comprehensive loss
|
(53
|
)
|
|
(31
|
)
|
||
(Accumulated deficit) retained earnings
|
(4,255
|
)
|
|
9,553
|
|
||
Total stockholders’ equity
|
200,630
|
|
|
218,676
|
|
||
Total liabilities and stockholders’ equity
|
$
|
388,250
|
|
|
$
|
406,505
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Total revenues
|
$
|
191,603
|
|
|
$
|
196,129
|
|
|
$
|
184,158
|
|
Costs and expenses
|
|
|
|
|
|
||||||
Cost of sales (excludes amortization of intangible assets of $6,458, $6,341, and $6,283, respectively)
|
73,414
|
|
|
71,688
|
|
|
74,180
|
|
|||
Research and development
|
38,672
|
|
|
35,514
|
|
|
37,913
|
|
|||
Sales and marketing
|
47,821
|
|
|
47,886
|
|
|
43,076
|
|
|||
General and administrative
|
27,062
|
|
|
29,447
|
|
|
25,811
|
|
|||
Amortization of intangible assets from acquired businesses and technology
|
9,073
|
|
|
8,856
|
|
|
8,828
|
|
|||
Impairment loss
|
—
|
|
|
—
|
|
|
3,558
|
|
|||
Total costs and expenses
|
196,042
|
|
|
193,391
|
|
|
193,366
|
|
|||
Operating (loss) income
|
(4,439
|
)
|
|
2,738
|
|
|
(9,208
|
)
|
|||
Interest expense, net
|
(11,760
|
)
|
|
(12,035
|
)
|
|
(1,775
|
)
|
|||
Loss before benefit for income taxes
|
(16,199
|
)
|
|
(9,297
|
)
|
|
(10,983
|
)
|
|||
Benefit for income taxes
|
(2,391
|
)
|
|
(3,218
|
)
|
|
(3,909
|
)
|
|||
Net loss
|
$
|
(13,808
|
)
|
|
$
|
(6,079
|
)
|
|
$
|
(7,074
|
)
|
Basic and diluted loss per share
|
$
|
(0.42
|
)
|
|
$
|
(0.18
|
)
|
|
$
|
(0.21
|
)
|
Shares used in basic and diluted per share calculation
|
32,708
|
|
|
34,104
|
|
|
34,451
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
$
|
(13,808
|
)
|
|
$
|
(6,079
|
)
|
|
$
|
(7,074
|
)
|
Other comprehensive loss, net of tax
|
|
|
|
|
|
||||||
Changes in cumulative translation adjustment
|
(22
|
)
|
|
(2
|
)
|
|
(47
|
)
|
|||
Comprehensive loss
|
$
|
(13,830
|
)
|
|
$
|
(6,081
|
)
|
|
$
|
(7,121
|
)
|
|
Common Stock
|
|
|
|
|
|
|
|||||||||||||||
|
Shares
|
|
Par
|
|
Additional
paid-in
capital
|
|
Accumulated
other
comprehensive
income (loss)
|
|
Retained
earnings (accumulated
deficit)
|
|
Total
stockholders’
equity
|
|||||||||||
Balance at January 1, 2014
|
34,073
|
|
|
$
|
34
|
|
|
$
|
201,021
|
|
|
$
|
18
|
|
|
$
|
22,706
|
|
|
$
|
223,779
|
|
Issuance of common stock under equity compensation plans
|
428
|
|
|
—
|
|
|
5,471
|
|
|
—
|
|
|
—
|
|
|
5,471
|
|
|||||
Convertible senior notes, equity portion, net of tax and issuance costs
|
—
|
|
|
—
|
|
|
29,758
|
|
|
—
|
|
|
—
|
|
|
29,758
|
|
|||||
Tax impact from the issuance of convertible senior notes
|
—
|
|
|
—
|
|
|
(11,362
|
)
|
|
—
|
|
|
—
|
|
|
(11,362
|
)
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
6,442
|
|
|
—
|
|
|
—
|
|
|
6,442
|
|
|||||
Repurchases of common stock
|
(68
|
)
|
|
—
|
|
|
(1,956
|
)
|
|
—
|
|
|
—
|
|
|
(1,956
|
)
|
|||||
Changes in cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(47
|
)
|
|
—
|
|
|
(47
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,074
|
)
|
|
(7,074
|
)
|
|||||
Balance at December 31, 2014
|
34,433
|
|
|
34
|
|
|
229,374
|
|
|
(29
|
)
|
|
15,632
|
|
|
245,011
|
|
|||||
Issuance of common stock under equity compensation plans
|
308
|
|
|
—
|
|
|
3,318
|
|
|
—
|
|
|
—
|
|
|
3,318
|
|
|||||
Excess tax benefit from share-based compensation
|
—
|
|
|
—
|
|
|
571
|
|
|
—
|
|
|
—
|
|
|
571
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
6,791
|
|
|
—
|
|
|
—
|
|
|
6,791
|
|
|||||
Repurchases of common stock
|
(1,418
|
)
|
|
(1
|
)
|
|
(30,933
|
)
|
|
—
|
|
|
—
|
|
|
(30,934
|
)
|
|||||
Changes in cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
—
|
|
|
(2
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,079
|
)
|
|
(6,079
|
)
|
|||||
Balance at December 31, 2015
|
33,323
|
|
|
33
|
|
|
209,121
|
|
|
(31
|
)
|
|
9,553
|
|
|
218,676
|
|
|||||
Issuance of common stock under equity compensation plans
|
755
|
|
|
—
|
|
|
9,365
|
|
|
—
|
|
|
—
|
|
|
9,365
|
|
|||||
Stock-based compensation expense
|
—
|
|
|
—
|
|
|
7,134
|
|
|
—
|
|
|
—
|
|
|
7,134
|
|
|||||
Repurchase of Convertible Senior Notes
|
—
|
|
|
—
|
|
|
(547
|
)
|
|
—
|
|
|
—
|
|
|
(547
|
)
|
|||||
Repurchases of common stock
|
(1,181
|
)
|
|
—
|
|
|
(20,168
|
)
|
|
—
|
|
|
—
|
|
|
(20,168
|
)
|
|||||
Changes in cumulative translation adjustment, net of tax
|
—
|
|
|
—
|
|
|
—
|
|
|
(22
|
)
|
|
—
|
|
|
(22
|
)
|
|||||
Net loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,808
|
)
|
|
(13,808
|
)
|
|||||
Balance at December 31, 2016
|
32,897
|
|
|
$
|
33
|
|
|
$
|
204,905
|
|
|
$
|
(53
|
)
|
|
$
|
(4,255
|
)
|
|
$
|
200,630
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
OPERATING ACTIVITIES
|
|
|
|
|
|
||||||
Net loss
|
$
|
(13,808
|
)
|
|
$
|
(6,079
|
)
|
|
$
|
(7,074
|
)
|
Adjustments to reconcile net loss to net cash provided by operating activities:
|
|
|
|
|
|
||||||
Depreciation, amortization and other
|
22,796
|
|
|
23,386
|
|
|
28,365
|
|
|||
Stock-based compensation expense
|
7,986
|
|
|
7,419
|
|
|
6,724
|
|
|||
Impairment loss
|
—
|
|
|
—
|
|
|
3,558
|
|
|||
Amortization of debt discount and deferred issuance costs
|
5,891
|
|
|
5,664
|
|
|
629
|
|
|||
Change in fair value of acquisition contingencies
|
(485
|
)
|
|
(88
|
)
|
|
(910
|
)
|
|||
Change in deferred tax assets and liabilities
|
(2,603
|
)
|
|
(4,027
|
)
|
|
(2,744
|
)
|
|||
Gain on extinguishment of Convertible Senior Notes
|
(421
|
)
|
|
—
|
|
|
—
|
|
|||
Excess tax benefit from share-based compensation
|
—
|
|
|
(571
|
)
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
||||||
Accounts receivable
|
(6,265
|
)
|
|
16,060
|
|
|
(4,547
|
)
|
|||
Inventories
|
859
|
|
|
(1,637
|
)
|
|
2,862
|
|
|||
Prepaid expenses and other current and non-current assets
|
(552
|
)
|
|
(1,039
|
)
|
|
787
|
|
|||
Restricted cash
|
63
|
|
|
3,064
|
|
|
(2,158
|
)
|
|||
Accounts payable
|
4,323
|
|
|
(3,082
|
)
|
|
4,380
|
|
|||
Accrued payroll and related expenses
|
(375
|
)
|
|
1,061
|
|
|
1,247
|
|
|||
Income taxes payable
|
48
|
|
|
(64
|
)
|
|
(1,036
|
)
|
|||
Deferred grant revenue
|
(3,658
|
)
|
|
(2,672
|
)
|
|
4,301
|
|
|||
Other current and non-current liabilities
|
(1,984
|
)
|
|
(1,086
|
)
|
|
1,302
|
|
|||
Net cash provided by operating activities
|
11,815
|
|
|
36,309
|
|
|
35,686
|
|
|||
INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Acquisitions of property, equipment and intangibles
|
(11,909
|
)
|
|
(17,032
|
)
|
|
(11,241
|
)
|
|||
Acquisition of Immutopics, net of cash acquired
|
(5,061
|
)
|
|
—
|
|
|
—
|
|
|||
Net cash used for investing activities
|
(16,970
|
)
|
|
(17,032
|
)
|
|
(11,241
|
)
|
|||
FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Proceeds from issuance of Convertible Senior Notes
|
—
|
|
|
—
|
|
|
172,500
|
|
|||
Proceeds from issuance of common stock
|
8,575
|
|
|
2,911
|
|
|
4,781
|
|
|||
Payments of debt issuance costs
|
—
|
|
|
(365
|
)
|
|
(4,712
|
)
|
|||
Excess tax benefit from share-based compensation
|
—
|
|
|
571
|
|
|
—
|
|
|||
Payments on lease obligation
|
(540
|
)
|
|
(509
|
)
|
|
(441
|
)
|
|||
Repurchases of common stock
|
(20,168
|
)
|
|
(30,934
|
)
|
|
(1,956
|
)
|
|||
Repurchases of Convertible Senior Notes
|
(4,459
|
)
|
|
—
|
|
|
—
|
|
|||
Payments on acquisition contingencies
|
(207
|
)
|
|
(129
|
)
|
|
(2,112
|
)
|
|||
Payment for acquisition holdback
|
—
|
|
|
(229
|
)
|
|
—
|
|
|||
Net cash (used for) provided by financing activities
|
(16,799
|
)
|
|
(28,684
|
)
|
|
168,060
|
|
|||
Effect of exchange rate changes on cash
|
(9
|
)
|
|
(17
|
)
|
|
2
|
|
|||
Net (decrease) increase in cash and cash equivalents
|
(21,963
|
)
|
|
(9,424
|
)
|
|
192,507
|
|
|||
Cash and cash equivalents, beginning of period
|
191,471
|
|
|
200,895
|
|
|
8,388
|
|
|||
Cash and cash equivalents, at end of period
|
$
|
169,508
|
|
|
$
|
191,471
|
|
|
$
|
200,895
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
||||||
Cash paid during the period for interest
|
$
|
6,488
|
|
|
$
|
6,998
|
|
|
$
|
981
|
|
Cash paid during the period for income taxes
|
$
|
490
|
|
|
$
|
1,922
|
|
|
$
|
327
|
|
NON-CASH INVESTING ACTIVITIES
|
|
|
|
|
|
||||||
Purchase of property, equipment and intangibles by incurring current liabilities
|
$
|
3,280
|
|
|
$
|
239
|
|
|
$
|
900
|
|
NON-CASH FINANCING ACTIVITIES
|
|
|
|
|
|
||||||
Decrease of accrued payroll and related expenses upon issuance of common stock
|
$
|
539
|
|
|
$
|
408
|
|
|
$
|
663
|
|
Receivable for stock option exercises
|
$
|
251
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Debt issuance costs by incurring current liabilities
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
365
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Raw materials
|
$
|
9,297
|
|
|
$
|
10,289
|
|
Work-in-process (materials, labor and overhead)
|
7,990
|
|
|
7,441
|
|
||
Finished goods (materials, labor and overhead)
|
8,758
|
|
|
8,658
|
|
||
Total inventories
|
$
|
26,045
|
|
|
$
|
26,388
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Equipment, furniture and fixtures
|
$
|
61,972
|
|
|
$
|
59,736
|
|
Building and improvements
|
34,243
|
|
|
33,048
|
|
||
Leased instruments
|
24,014
|
|
|
18,280
|
|
||
Land
|
1,080
|
|
|
1,080
|
|
||
Total property, plant and equipment, gross
|
121,309
|
|
|
112,144
|
|
||
Less: accumulated depreciation and amortization
|
(70,451
|
)
|
|
(59,597
|
)
|
||
Total property, plant and equipment, net
|
$
|
50,858
|
|
|
$
|
52,547
|
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||
Description
|
Weighted-average
useful life
(years)
|
Gross
assets
|
Accumulated
amortization
|
Net
|
|
Gross
assets
|
Accumulated
amortization
|
Net
|
||||||||||||
Purchased technology
|
8.4
|
53,600
|
|
(41,369
|
)
|
12,231
|
|
|
52,560
|
|
(34,911
|
)
|
17,649
|
|
||||||
Customer relationships
|
7.6
|
7,157
|
|
(5,928
|
)
|
1,229
|
|
|
7,171
|
|
(4,972
|
)
|
2,199
|
|
||||||
License agreements
|
10.4
|
6,009
|
|
(3,222
|
)
|
2,787
|
|
|
5,512
|
|
(2,542
|
)
|
2,970
|
|
||||||
Patent and trademark costs
|
12.0
|
11,240
|
|
(3,522
|
)
|
7,718
|
|
|
10,530
|
|
(2,588
|
)
|
7,942
|
|
||||||
Software development costs
|
5
|
6,000
|
|
(2,326
|
)
|
3,674
|
|
|
2,913
|
|
(1,840
|
)
|
1,073
|
|
||||||
Total intangible assets
|
|
$
|
84,006
|
|
$
|
(56,367
|
)
|
$
|
27,639
|
|
|
$
|
78,686
|
|
$
|
(46,853
|
)
|
$
|
31,833
|
|
For the years ending December 31,
|
|
Amortization expense
|
||
2017
|
|
$
|
9,822
|
|
2018
|
|
4,332
|
|
|
2019
|
|
3,079
|
|
|
2020
|
|
2,700
|
|
|
2021
|
|
2,582
|
|
|
Thereafter
|
|
5,124
|
|
|
Total
|
|
$
|
27,639
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Customer incentives
|
$
|
3,766
|
|
|
$
|
4,030
|
|
Accrued interest
|
227
|
|
|
202
|
|
||
Other
|
1,006
|
|
|
2,767
|
|
||
Total other current liabilities
|
$
|
4,999
|
|
|
$
|
6,999
|
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Principal amount of Convertible Senior Notes outstanding
|
$
|
167,314
|
|
|
$
|
172,500
|
|
Unamortized discount of liability component
|
(20,221
|
)
|
|
(25,703
|
)
|
||
Unamortized deferred issuance costs
|
(2,753
|
)
|
|
(3,500
|
)
|
||
Net carrying amount of liability component
|
144,340
|
|
|
143,297
|
|
||
Less: current portion
|
—
|
|
|
—
|
|
||
Long-term debt
|
$
|
144,340
|
|
|
$
|
143,297
|
|
Carrying value of equity component, net of issuance costs
|
$
|
29,211
|
|
|
$
|
29,758
|
|
Fair value of outstanding Convertible Senior Notes
|
$
|
165,223
|
|
|
$
|
170,120
|
|
Remaining amortization period of discount on the liability component
|
4 years
|
|
|
5 years
|
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
(117
|
)
|
|
$
|
948
|
|
|
$
|
61
|
|
State
|
246
|
|
|
399
|
|
|
(1,294
|
)
|
|||
Foreign
|
84
|
|
|
41
|
|
|
69
|
|
|||
Total current provision (benefit)
|
213
|
|
|
1,388
|
|
|
(1,164
|
)
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(2,545
|
)
|
|
(4,624
|
)
|
|
(5,267
|
)
|
|||
State
|
(63
|
)
|
|
—
|
|
|
2,488
|
|
|||
Foreign
|
4
|
|
|
18
|
|
|
34
|
|
|||
Total deferred benefit
|
(2,604
|
)
|
|
(4,606
|
)
|
|
(2,745
|
)
|
|||
Benefit for income taxes
|
$
|
(2,391
|
)
|
|
$
|
(3,218
|
)
|
|
$
|
(3,909
|
)
|
|
December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
$
|
(16,426
|
)
|
|
$
|
(9,480
|
)
|
|
$
|
(11,328
|
)
|
Foreign
|
227
|
|
|
183
|
|
|
345
|
|
|||
Loss before benefit for income taxes
|
$
|
(16,199
|
)
|
|
$
|
(9,297
|
)
|
|
$
|
(10,983
|
)
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
||||
Net operating loss carryforwards
|
$
|
3,255
|
|
|
$
|
1,199
|
|
Intangible assets
|
2,351
|
|
|
3,574
|
|
||
Sale-leaseback, net
|
888
|
|
|
1,224
|
|
||
Allowance for returns and discounts
|
4,043
|
|
|
4,308
|
|
||
Stock-based compensation
|
10,963
|
|
|
9,884
|
|
||
Tax credit carryforwards
|
3,430
|
|
|
2,341
|
|
||
Other, net
|
4,066
|
|
|
5,200
|
|
||
Total deferred tax assets
|
28,996
|
|
|
27,730
|
|
||
Valuation allowance for deferred tax assets
|
(7,774
|
)
|
|
(3,087
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
21,222
|
|
|
24,643
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Convertible Senior Notes
|
(7,592
|
)
|
|
(9,474
|
)
|
||
Intangible assets
|
(7,557
|
)
|
|
(9,977
|
)
|
||
Property, plant and equipment
|
(6,131
|
)
|
|
(7,162
|
)
|
||
Total deferred tax liabilities
|
(21,280
|
)
|
|
(26,613
|
)
|
||
Net deferred tax liabilities
|
$
|
(58
|
)
|
|
$
|
(1,970
|
)
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Tax benefit at statutory tax rate
|
(5,775
|
)
|
|
(3,254
|
)
|
|
(3,844
|
)
|
State tax benefit, net of federal tax benefit
|
(390
|
)
|
|
(235
|
)
|
|
(151
|
)
|
Permanent differences
|
129
|
|
|
157
|
|
|
70
|
|
Federal and state research credits—current year
|
(979
|
)
|
|
(722
|
)
|
|
(765
|
)
|
Accrual (release) of uncertain tax positions
|
43
|
|
|
101
|
|
|
(21
|
)
|
Expiration of statutes for uncertain tax positions
|
—
|
|
|
—
|
|
|
(953
|
)
|
Impact of change in federal and state tax rate on revaluing deferred tax assets
|
(4
|
)
|
|
56
|
|
|
110
|
|
Change in valuation allowance
|
4,687
|
|
|
756
|
|
|
2,331
|
|
Acquisition related adjustments
|
—
|
|
|
—
|
|
|
(485
|
)
|
Other
|
(102
|
)
|
|
(77
|
)
|
|
(201
|
)
|
Benefit for income taxes
|
(2,391
|
)
|
|
(3,218
|
)
|
|
(3,909
|
)
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Beginning balance
|
$
|
7,684
|
|
|
$
|
7,065
|
|
|
$
|
7,765
|
|
Decreases related to prior year tax positions
|
(10
|
)
|
|
(12
|
)
|
|
(68
|
)
|
|||
Increases related to current year tax positions
|
773
|
|
|
631
|
|
|
642
|
|
|||
Decreases due to settlements
|
—
|
|
|
—
|
|
|
(42
|
)
|
|||
Expiration of the statute of limitations for the assessment of taxes
|
—
|
|
|
—
|
|
|
(1,232
|
)
|
|||
Other
|
$
|
157
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Ending balance
|
$
|
8,604
|
|
|
$
|
7,684
|
|
|
$
|
7,065
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of sales
|
$
|
617
|
|
|
$
|
581
|
|
|
$
|
609
|
|
Research and development
|
1,551
|
|
|
734
|
|
|
1,062
|
|
|||
Sales and marketing
|
1,189
|
|
|
1,554
|
|
|
1,059
|
|
|||
General and administrative
|
4,629
|
|
|
4,550
|
|
|
3,994
|
|
|||
|
$
|
7,986
|
|
|
$
|
7,419
|
|
|
$
|
6,724
|
|
|
Year ended December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Risk-free interest rate
|
1.47
|
%
|
|
1.50
|
%
|
|
1.59
|
%
|
Expected option life (in years)
|
6.59
|
|
|
6.24
|
|
|
5.78
|
|
Volatility rate
|
36
|
%
|
|
40
|
%
|
|
42
|
%
|
Dividend rate
|
—
|
%
|
|
—
|
%
|
|
—
|
%
|
|
Number
of Shares
|
|
Weighted-
average exercise
price per
share
|
|
Weighted-
average remaining
contractual
term (in years)
|
|
Aggregate
intrinsic
value
|
|||||
Outstanding at January 1, 2014
|
3,474
|
|
|
$
|
14.74
|
|
|
|
|
|
||
Granted
|
559
|
|
|
26.63
|
|
|
|
|
|
|||
Exercised
|
(251
|
)
|
|
13.67
|
|
|
|
|
|
|||
Cancelled
|
(175
|
)
|
|
20.63
|
|
|
|
|
|
|||
Outstanding at December 31, 2014
|
3,607
|
|
|
16.37
|
|
|
|
|
|
|||
Granted
|
659
|
|
|
23.15
|
|
|
|
|
|
|||
Exercised
|
(168
|
)
|
|
12.30
|
|
|
|
|
|
|||
Cancelled
|
(131
|
)
|
|
23.41
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
3,967
|
|
|
17.44
|
|
|
|
|
|
|||
Granted
|
677
|
|
|
15.48
|
|
|
|
|
|
|||
Exercised
|
(553
|
)
|
|
13.76
|
|
|
|
|
|
|||
Cancelled
|
(150
|
)
|
|
20.86
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
3,941
|
|
|
$
|
17.49
|
|
|
5.52
|
|
$
|
19,236
|
|
Vested and expected to vest at December 31, 2016
|
3,781
|
|
|
$
|
17.45
|
|
|
5.38
|
|
$
|
18,590
|
|
Exercisable at December 31, 2016
|
2,529
|
|
|
$
|
15.92
|
|
|
3.95
|
|
$
|
15,451
|
|
Available for future grant at December 31, 2016
|
2,572
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted-average
grant date
fair value
|
|||
Non-vested at January 1, 2014
|
454
|
|
|
$
|
16.22
|
|
Granted
|
145
|
|
|
25.73
|
|
|
Vested
|
(174
|
)
|
|
28.27
|
|
|
Forfeited
|
(23
|
)
|
|
18.19
|
|
|
Non-vested at December 31, 2014
|
402
|
|
|
14.84
|
|
|
Granted
|
171
|
|
|
22.79
|
|
|
Vested
|
(96
|
)
|
|
18.01
|
|
|
Forfeited
|
(18
|
)
|
|
22.87
|
|
|
Non-vested at December 31, 2015
|
459
|
|
|
21.61
|
|
|
Granted
|
185
|
|
|
16.14
|
|
|
Vested
|
(120
|
)
|
|
18.50
|
|
|
Forfeited
|
(23
|
)
|
|
20.80
|
|
|
Non-vested at December 31, 2016
|
501
|
|
|
$
|
20.37
|
|
Years ending December 31,
|
|
Operating Leases
|
|
Lease obligation
|
||||
2017
|
|
$
|
2,245
|
|
|
$
|
937
|
|
2018
|
|
2,296
|
|
|
946
|
|
||
2019
|
|
2,342
|
|
|
956
|
|
||
2020
|
|
2,365
|
|
|
967
|
|
||
2021
|
|
2,261
|
|
|
—
|
|
||
Thereafter
|
|
625
|
|
|
—
|
|
||
Total minimum lease payments
|
|
$
|
12,134
|
|
|
$
|
3,806
|
|
|
Long-lived assets as of December 31,
|
|
Total revenue
for the years ended December 31,
|
||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Domestic
|
$
|
50,774
|
|
|
$
|
52,426
|
|
|
$
|
158,244
|
|
|
$
|
168,809
|
|
|
$
|
159,845
|
|
Foreign
|
84
|
|
|
121
|
|
|
33,359
|
|
|
27,320
|
|
|
24,313
|
|
|||||
|
$
|
50,858
|
|
|
$
|
52,547
|
|
|
$
|
191,603
|
|
|
$
|
196,129
|
|
|
$
|
184,158
|
|
|
Year ended December 31,
|
||||||||||
|
2016
|
|
2015
|
|
2014
|
||||||
Immunoassays
|
$
|
121,416
|
|
|
$
|
130,348
|
|
|
$
|
118,715
|
|
Molecular
|
9,506
|
|
|
5,424
|
|
|
3,418
|
|
|||
Virology
|
40,083
|
|
|
43,747
|
|
|
44,771
|
|
|||
Specialty products
|
9,387
|
|
|
9,001
|
|
|
7,779
|
|
|||
Royalties, grants and other
|
11,211
|
|
|
7,609
|
|
|
9,475
|
|
|||
|
$
|
191,603
|
|
|
$
|
196,129
|
|
|
$
|
184,158
|
|
|
December 31, 2016
|
|
December 31, 2015
|
||||||||||||||||||||||||||||
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
Total
|
||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Cash equivalents
|
133,540
|
|
|
—
|
|
|
—
|
|
|
133,540
|
|
|
133,147
|
|
|
—
|
|
|
—
|
|
|
133,147
|
|
||||||||
Total assets measured at fair value
|
$
|
133,540
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,540
|
|
|
$
|
133,147
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
133,147
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Contingent consideration
|
—
|
|
|
—
|
|
|
5,175
|
|
|
5,175
|
|
|
—
|
|
|
—
|
|
|
5,516
|
|
|
5,516
|
|
||||||||
Total liabilities measured at fair value
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,175
|
|
|
$
|
5,175
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,516
|
|
|
$
|
5,516
|
|
|
Contingent consideration
liability
(Level 3 measurement)
|
||
Balance at December 31, 2015
|
$
|
5,516
|
|
Cash payments
|
(207
|
)
|
|
Net gain recorded for fair value adjustments
|
(485
|
)
|
|
Additional liability recorded for current period acquisition
|
353
|
|
|
Unrealized gain on foreign currency translation
|
(2
|
)
|
|
Balance at December 31, 2016
|
$
|
5,175
|
|
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(in thousands, except per share data)
|
||||||||||||||
2016
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
50,321
|
|
|
$
|
39,133
|
|
|
$
|
49,341
|
|
|
$
|
52,808
|
|
Cost of sales (excludes amortization of intangible assets)
|
19,249
|
|
|
17,318
|
|
|
17,728
|
|
|
19,119
|
|
||||
Gross profit (1)
|
29,482
|
|
|
20,225
|
|
|
30,023
|
|
|
32,001
|
|
||||
Total costs and expenses
|
53,781
|
|
|
48,152
|
|
|
47,216
|
|
|
46,893
|
|
||||
Net loss
|
(3,446
|
)
|
|
(7,840
|
)
|
|
(572
|
)
|
|
(1,950
|
)
|
||||
Basic and diluted loss per share
|
(0.11
|
)
|
|
(0.24
|
)
|
|
(0.02
|
)
|
|
(0.06
|
)
|
||||
2015
|
|
|
|
|
|
|
|
||||||||
Total revenues
|
$
|
61,701
|
|
|
$
|
35,204
|
|
|
$
|
46,812
|
|
|
$
|
52,412
|
|
Cost of sales (excludes amortization of intangible assets)
|
21,112
|
|
|
15,493
|
|
|
16,961
|
|
|
18,122
|
|
||||
Gross profit (1)
|
39,018
|
|
|
18,121
|
|
|
28,261
|
|
|
32,700
|
|
||||
Total costs and expenses
|
53,012
|
|
|
45,029
|
|
|
45,600
|
|
|
49,750
|
|
||||
Net income (loss)
|
3,991
|
|
|
(8,931
|
)
|
|
(762
|
)
|
|
(377
|
)
|
||||
Basic net earnings (loss) per share (2)
|
0.12
|
|
|
(0.26
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
||||
Diluted net earnings (loss) per share (2)
|
0.11
|
|
|
(0.26
|
)
|
|
(0.02
|
)
|
|
(0.01
|
)
|
(1)
|
Included in
2016
quarterly gross profit is amortization of intangible assets of
$1.6 million
,
$1.6 million
,
$1.6 million
and
$1.7 million
for the first quarter, second quarter, third quarter and fourth quarter, respectively. Included in
2015
quarterly gross profit is amortization of intangible assets of
$1.6 million
,
$1.6 million
,
$1.6 million
and
$1.5 million
for the first quarter, second quarter, third quarter and fourth quarter, respectively.
|
(2)
|
Basic and diluted EPS amounts in each quarter are computed using the weighted-average number of shares outstanding during that quarter, while basic and diluted EPS for the full year is computed using the weighted-average number of shares outstanding during the year. Therefore, the sum of the four quarters’ basic or diluted EPS may not equal the full year basic or diluted EPS.
|
Description
|
|
Balance at
beginning of
period
|
|
Additions charged to expense or as reductions to revenue (1)
|
|
Deductions (2)
|
|
Balance at end of
period
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
7,488
|
|
|
$
|
28,329
|
|
|
$
|
(28,652
|
)
|
|
$
|
7,165
|
|
Year ended December 31, 2015:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
8,221
|
|
|
$
|
31,532
|
|
|
$
|
(32,265
|
)
|
|
$
|
7,488
|
|
Year ended December 31, 2014:
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
5,790
|
|
|
$
|
23,447
|
|
|
$
|
(21,016
|
)
|
|
$
|
8,221
|
|
(1)
|
Represents charges associated primarily to accruals for early payment discounts, volume discounts and contract rebates recorded as reductions to revenue. Additions to allowance for doubtful accounts are recorded to sales and marketing expenses.
|
(2)
|
The deductions represent actual charges against the accrual described above.
|
(a)
|
(1) Financial Statements
|
(b)
|
Exhibits
|
(c)
|
Financial Statements required by Regulation S-X which are excluded from this Annual Report on Form 10-K by Rule 14(a)-3(b).
|
|
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Restated Certificate of Incorporation of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on February 27, 2015.)
|
|
|
3.2
|
Certificate of Amendment to the Restated Certificate of Incorporation of Quidel Corporation, effective as of May 5, 2015. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 6, 2015.)
|
|
|
3.3
|
Amended and Restated Bylaws of Quidel Corporation. (Incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K filed on May 21, 2012.)
|
|
|
4.1
|
Certificate of Designations of Series C Junior Participating Preferred Stock. (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 10-Q for the quarter ended September 30, 2010.)
|
|
|
4.2
|
Specimen stock certification. (Incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-3 filed on August 31, 2010.)
|
|
|
4.3
|
Indenture, dated as of December 1, 2014, between the Registrant and The Bank of New York Mellon Trust Company, N.A. (Incorporated by reference to Exhibit 4.8 to the Registrant’s Registration Statement on Form S-3 filed on December 1, 2014.)
|
|
|
4.4
|
First Supplemental Indenture, dated as of December 8, 2014, by and between the Registrant and The Bank of New York Mellon Trust Company, N.A. (including the form of Notes). (Incorporated by reference to Exhibit 4.1 to the Registrant’s Form 8-K filed on December 8, 2014.)
|
|
|
10.1(1)
|
Registrant’s Amended and Restated 1983 Employee Stock Purchase Plan. (Incorporated by reference to Appendix B to the Registrant’s Proxy Statement filed on April 14, 2016.)
|
|
|
10.2(1)
|
Registrant’s Amended and Restated 2001 Equity Incentive Plan, effective as of May 12, 2009. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 18, 2009.)
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10.3(1)
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Registrant's Amended and Restated 2010 Equity Incentive Plan. (Incorporated by reference to Appendix A to the Registrant’s Proxy Statement filed on April 1, 2014.)
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10.4(1)
|
Form of Notice of Grant of Award and Award Agreement for Registrant's 2010 Equity Incentive Plan. (Incorporated by reference to Exhibit 4.6 to the Registrant’s Registration Statement on Form S-8 filed on May 14, 2010.)
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10.5(1)
|
Form of Restricted Stock Award Agreement for Registrant's 2010 Equity Incentive Plan. (Incorporated by reference to Exhibit 4.7 to the Registrant’s Registration Statement on Form S-8 filed on May 14, 2010.)
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10.6(1)
|
Registrant's 2016 Equity Incentive Plan. (Incorporated by reference to Appendix A to the Registrant’s Proxy Statement filed on April 14, 2016.)
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10.7(1)*
|
Form of Notice of Grant of Stock Options and Option Award Agreement for Registrant's 2016 Equity Incentive Plan.
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10.8(1)*
|
Form of Restricted Stock Unit Award Grant Notice for Registrant's 2016 Equity Incentive Plan.
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10.9(1)*
|
Form of Restricted Stock Unit Award Grant Notice (Deferred Compensation) for Registrant's 2016 Equity Incentive Plan.
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10.10(1)*
|
Form of Restricted Stock Unit Award Terms and Conditions for Registrant’s 2016 Equity Incentive Plan.
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10.11
|
Settlement Agreement dated April 27, 2005 between the Registrant and Inverness Medical Innovations, Inc. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on May 3, 2005.)
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10.12
|
Second Amendment to Quidel/Inverness Settlement Agreement dated September 27, 2011. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on September 28, 2011.)
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10.13
|
Form of Single Tenant Absolute Net Lease. (Incorporated by reference to Exhibit 10.7 to the Registrant’s Form 8-K filed on January 4, 2000.)
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10.14
|
Second Amendment to Single Tenant Absolute Net Lease. (Incorporated by reference to Exhibit 10.1 to Registrant’s Form 8-K filed on December 29, 2009.)
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10.15
|
Third Amendment to Single Tenant Absolute Net Lease. (Incorporated by reference to Exhibit 10.10 to Registrant’s Form 10-K filed for the year ended December 31, 2015.)
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10.16(1)
|
Form of Indemnification Agreement—Corporate Officer and/or Director. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 23, 2005.)
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10.17(1)
|
Employment Agreement, dated as of January 16, 2009, between the Registrant and Douglas C. Bryant. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on January 20, 2009.)
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10.18(1)
|
Agreement Re: Change in Control, dated as of January 16, 2009, between the Registrant and Douglas C. Bryant. (Incorporated by reference to Exhibit 10.4 to the Registrant’s Form 8-K filed on January 20, 2009.)
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10.19(1)
|
Employment Offer Letter, entered into on June 5, 2008, between the Registrant and Robert J. Bujarski. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 6, 2008.)
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10.20(1)
|
Agreement Re: Change in Control, entered into on June 5, 2008, between the Registrant and Robert J. Bujarski. (Incorporated by reference to Exhibit 10.2 to Registrant’s Form 8-K filed on June 6, 2008.)
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10.21(1)
|
Randall Steward Employment Offer Letter, dated as of September 12, 2011. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on October 21, 2011.)
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10.22(1)
|
Agreement Re: Change in Control, dated as of September 19, 2011, between the Registrant and Randall Steward. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed on October 21, 2011.)
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10.23(1)
|
Agreement Re: Change in Control, entered into on November 7, 2008, between the Registrant and John D. Tamerius, Ph.D. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on November 7, 2008.)
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10.24(1)
|
Employment Offer Letter, dated April 24, 2014, between the Registrant and Werner Kroll. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014.)
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10.25(1)
|
Agreement Re: Change in Control, entered into on May 9, 2014, between the Registrant and Werner Kroll. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 10-Q for the quarter ended June 30, 2014.)
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10.26(1)
|
2016 Cash Incentive Compensation Plan for the Registrant. (Incorporated by reference to Exhibit 10.1 of the Registrant’s Form 8-K filed on February 12, 2016.)
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10.27(1)
|
2016 Employee Deferred Bonus Compensation Program. (Incorporated by reference to Exhibit 10.2 of the Registrant’s Form 8-K filed on February 12, 2016.)
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10.28(1)
|
2016 Equity Incentive Plan Grants to the Registrant’s executive officers. (Incorporated by reference to Exhibit 10.3 of the Registrant’s Form 8-K filed on February 12, 2016.)
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10.29(1)
|
2016 Annual Base Salaries for the Registrant’s executive officers, effective as of February 22, 2016. (Incorporated by reference to Exhibit 10.4 of the Registrant’s Form 8-K filed on February 12, 2016.)
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10.30
|
Amended and Restated Credit Agreement, by and among the Registrant, as Borrower, each lender from time to time party thereto (collectively, “Lenders” and individually, a “Lender”) and Bank of America, N.A. as Agent, Swing Line Lender and L/C Issuer, dated as of August 10, 2012. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 10, 2012.)
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10.31
|
Amended and Restated Security Agreement by and among the Registrant, as Borrower, the material subsidiaries of Borrower, each additional guarantor that may become a party thereto and Bank of America, N.A., as Agent, dated as of August 10, 2012. (Incorporated by reference to Exhibit 10.2 to the Registrant’s Form 8-K filed on August 10, 2012.)
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10.32
|
Amendment No. 2 to Credit Agreement, by and among the Registrant, as Borrower, the material subsidiaries of Borrower, each additional guarantor that may become a party thereto and Bank of America, N.A., as Agent, Swing Line Lender and L/C Issuer, dated as of December 1, 2014. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on December 4, 2014.)
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10.33
|
Amendment No. 3 to Credit Agreement, dated as of June 4, 2015, by and among Quidel Corporation, as Borrower, Diagnostic Hybrids, Inc., as Guarantor, each lender party thereto and Bank of America, N.A., as Administrative Agent, Swing Line Lender and L/C Issuer. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on June 5, 2015.)
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10.34
|
Amendment No. 4 to Credit Agreement, dated as of August 6, 2015, by and among Quidel Corporation, as Borrower, Diagnostic Hybrids, Inc., as Guarantor, each lender party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on August 12, 2015.)
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10.35
|
Amendment No. 5 to Credit Agreement, dated as of March 25, 2016, by and among Quidel Corporation, as Borrower, Diagnostic Hybrids, Inc., as Guarantor, each lender party thereto, Bank of America, N.A., as Administrative Agent, L/C Issuer and Swing Line Lender. (Incorporated by reference to Exhibit 10.1 to the Registrant’s Form 8-K filed on March 30, 2016.)
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10.36(1)
|
Employment Offer Letter, dated December 19, 2014, between the Registrant and Michael D. Abney, Jr. (Incorporated by reference to Exhibit 10.6 to the Registrant’s Form 10-Q for the quarter ended March 31, 2015.)
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10.37(1)
|
Agreement Re: Change in Control, entered into on January 19, 2015, between the Registrant and Michael D. Abney, Jr. (Incorporated by reference to Exhibit 10.7 to the Registrant’s Form 10-Q for the quarter ended March 31, 2015.)
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10.38(1)
|
Employment Offer Letter, dated October 4, 2015, between the Registrant and Edward K. Russell. (Incorporated by reference to Exhibit 10.2 the Registrant’s Form 10-Q for the quarter ended September 30, 2015.)
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10.39(1)
|
Agreement Re: Change in Control, entered into on October 12, 2015, between the Registrant and Edward K. Russell. (Incorporated by reference to Exhibit 10.3 the Registrant’s Form 10-Q for the quarter ended September 30, 2015.)
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21.1*
|
Subsidiaries of the Registrant.
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23.1*
|
Consent of Independent Registered Public Accounting Firm.
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31.1*
|
Certification by Principal Executive Officer of the Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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31.2*
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Certification by Principal Financial and Accounting Officer of the Registrant pursuant to Rules 13a-14 and 15d-14, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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32.1*
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Certifications by Principal Executive Officer and Principal Financial and Accounting Officer of the Registrant pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS*
|
XBRL Instance Document
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101.SCH*
|
XBRL Taxonomy Extension Schema Document
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101.CAL*
|
XBRL Taxonomy Calculation Linkbase Document
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101.DEF*
|
XBRL Taxonomy Extension Definition Linkbase Document
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|
101.LAB*
|
XBRL Taxonomy Label Linkbase Document
|
|
|
101.PRE*
|
XBRL Taxonomy Presentation Linkbase Document
|
*
|
Filed / furnished herewith
|
(1)
|
Indicates a management plan or compensatory plan or arrangement.
|
|
Q
UIDEL
C
ORPORATION
|
|
|
By
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/s/ D
OUGLAS
C. B
RYANT
|
Date: February 16, 2017
|
|
Douglas C. Bryant
President, Chief Executive Officer
(Principal Executive Officer)
|
Signature
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Title
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Date
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/s/ D
OUGLAS
C. B
RYANT
|
|
Director, President, Chief Executive Officer (Principal Executive Officer)
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|
February 16, 2017
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Douglas C. Bryant
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|||
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/s/ R
ANDALL
J. S
TEWARD
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Chief Financial Officer, (Principal Financial and Accounting Officer)
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February 16, 2017
|
Randall J. Steward
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|||
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/s/ K
ENNETH
F. B
UECHLER
|
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Chairman of the Board
|
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February 16, 2017
|
Kenneth F. Buechler
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|
|||
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/s/ T
HOMAS
D. B
ROWN
|
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Director
|
|
February 16, 2017
|
Thomas D. Brown
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|||
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/s/ M
ARY
L
AKE
P
OLAN
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Director
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|
February 16, 2017
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Mary Lake Polan
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|||
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/s/ J
ACK
W. S
CHULER
|
|
Director
|
|
February 16, 2017
|
Jack W. Schuler
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|
|||
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/s/ C
HARLES
P. S
LACIK
|
|
Director
|
|
February 16, 2017
|
Charles P. Slacik
|
|
|||
|
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/s/ K
ENNETH
J. W
IDDER
|
|
Director
|
|
February 16, 2017
|
Kenneth J. Widder
|
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|
QUIDEL CORPORATION
|
|
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ID:
94-2573850
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12544 High Bluff Drive, Suite 200
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San Diego, CA 92130
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Name
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Option Number
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Address
|
|
Plan:
|
2016
|
|
|
|
|
|
|
Shares
|
Vest Type
|
Full Vest
|
Expiration
|
|
On Vest Date
|
|
|
|
On Vest Date
|
|
|
|
On Vest Date
|
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|
DocuSigned by:
|
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|
Date
|
|
QUIDEL CORORATION
|
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Date
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Date:
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Time:
|
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Grantee:
|
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|
|
Date of Grant:
|
|
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|
|
Number of Shares Subject to Award:
|
|
|
|
|
Beginning Fair Market Value per Share:
|
|
|
|
|
Q
UIDEL CORPORATION
|
G
RANTEE
:
|
|
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By:
|
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Signature
|
|
Signature
|
|||
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Title:
|
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Date:
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Date:
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|
A
TTACHMENTS
:
|
Restricted Stock Unit Award Terms and Conditions and 2016 Equity Incentive Plan
|
Recipient:
|
|
|
|
Date of Grant:
|
|
|
|
Vesting Commencement Date:
|
|
|
|
Beginning Fair Market Value per Share:
|
|
|
|
Number of Shares Subject Converted RSUs:
|
|
|
|
Number of Shares Subject Premium RSUs:
|
|
|
|
Beginning Fair Market Value per Share:
|
$
|
|
|
By:
|
|
|
|
|
|
|
|
Signature
|
|
Signature
|
|||
|
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|
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|
|
Title:
|
|
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Date:
|
|
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Date:
|
|
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|
|
Attachments
:
|
Restricted Stock Unit Award Terms and Conditions and 2016 Equity Incentive Plan
|
Company
|
|
State or Country of Organization
|
|
|
|
Diagnostic Hybrids, Inc.
|
|
Ohio
|
Date: February 16, 2017
|
/s/ D
OUGLAS
C. B
RYANT
|
|
Douglas C. Bryant
President and Chief Executive Officer
(Principal Executive Officer)
|
Date: February 16, 2017
|
/s/ R
ANDALL
J. S
TEWARD
|
|
Randall J. Steward
Chief Financial Officer
(Principal Financial Officer)
|
•
|
the Company’s Annual Report on Form 10-K for the period ended
December 31, 2016
(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.
|
Date: February 16, 2017
|
/s/ D
OUGLAS
C. B
RYANT
|
Douglas C. Bryant
President and Chief Executive Officer
(Principal Executive Officer)
|
/s/ R
ANDALL
J. S
TEWARD
|
Randall J. Steward
Chief Financial Officer
(Principal Financial Officer)
|