Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2016 | Oct. 21, 2016 | |
Document And Entity Information [Abstract] | ||
Entity Registrant Name | QUIDEL CORP /DE/ | |
Entity Central Index Key | 353,569 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Name | QDEL | |
Document Type | 10-Q | |
Document Period End Date | Sep. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 32,643,557 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 153,363 | $ 191,471 |
Accounts receivable, net | 26,191 | 18,398 |
Inventories | 23,364 | 26,388 |
Restricted cash | 0 | 63 |
Prepaid expenses and other current assets | 5,617 | 4,344 |
Total current assets | 208,535 | 240,664 |
Property, plant and equipment, net | 50,204 | 52,547 |
Goodwill | 83,864 | 80,730 |
Intangible assets, net | 28,616 | 31,833 |
Deferred Tax Assets, Net, Noncurrent | 4,746 | 0 |
Other non-current assets | 532 | 731 |
Total assets | 376,497 | 406,505 |
Current liabilities: | ||
Accounts payable | 11,296 | 8,675 |
Accrued payroll and related expenses | 7,907 | 9,627 |
Current portion of lease obligation | 624 | 585 |
Current portion of contingent consideration | 630 | 1,286 |
Deferred grant revenue | 0 | 3,658 |
Other current liabilities | 4,891 | 6,999 |
Total current liabilities | 25,348 | 30,830 |
Long-term debt | 142,986 | 143,297 |
Lease obligation, net of current portion | 3,560 | 4,032 |
Contingent consideration—non-current | 4,445 | 4,230 |
Deferred tax liability—non-current | 55 | 1,970 |
Income taxes payable | 985 | 910 |
Deferred rent | 2,054 | 2,296 |
Other non-current liabilities | 317 | 264 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued or outstanding at September 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $.001 par value per share; 97,500 shares authorized; 32,644 and 33,323 shares issued and outstanding at September 30, 2016 and December 31, 2015, respectively | 33 | 33 |
Additional paid-in capital | 199,049 | 209,121 |
Accumulated other comprehensive loss | (30) | (31) |
(Accumulated deficit) retained earnings | (2,305) | 9,553 |
Total stockholders’ equity | 196,747 | 218,676 |
Total liabilities and stockholders’ equity | $ 376,497 | $ 406,505 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value per share | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value per share | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 97,500,000 | 97,500,000 |
Common stock, shares issued | 32,644,000 | 33,323,000 |
Common stock, shares outstanding | 32,644,000 | 33,323,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Total revenues | $ 49,341 | $ 46,812 | $ 138,795 | $ 143,717 |
Costs and expenses | ||||
Cost of sales (excludes amortization of intangible assets of $1,590, $1,590, $4,770 and $4,751, respectively) | 17,728 | 16,961 | 54,295 | 53,566 |
Research and development | 8,801 | 8,419 | 31,164 | 25,575 |
Sales and marketing | 11,853 | 12,112 | 36,376 | 35,823 |
General and administrative | 6,561 | 5,889 | 20,532 | 22,039 |
Amortization of intangible assets from acquired businesses and technology | 2,273 | 2,219 | 6,782 | 6,638 |
Total costs and expenses | 47,216 | 45,600 | 149,149 | 143,641 |
Operating income (loss) | 2,125 | 1,212 | (10,354) | 76 |
Interest expense, net | (3,006) | (3,090) | (8,619) | (9,046) |
Loss before taxes | (881) | (1,878) | (18,973) | (8,970) |
Benefit for income taxes | (309) | (1,116) | (7,115) | (3,268) |
Net loss | $ (572) | $ (762) | $ (11,858) | $ (5,702) |
Basic and diluted loss per share (in dollars per share) | $ (0.02) | $ (0.02) | $ (0.36) | $ (0.17) |
Shares used in basic and diluted per share (weighted-average common shares outstanding) | 32,673 | 33,683 | 32,645 | 34,313 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Statement [Abstract] | ||||
Amortization of intangible assets | $ 1,590 | $ 1,590 | $ 4,770 | $ 4,751 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (572) | $ (762) | $ (11,858) | $ (5,702) |
Other comprehensive (loss) income, net of tax | ||||
Changes in cumulative translation adjustment | 3 | (8) | 1 | 6 |
Comprehensive loss | $ (569) | $ (770) | $ (11,857) | $ (5,696) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (11,858,000) | $ (5,702,000) |
Adjustments to reconcile net loss to net cash (used for) provided by operating activities: | ||
Depreciation, amortization and other | 17,597,000 | 17,537,000 |
Stock-based compensation expense | 5,820,000 | 5,713,000 |
Amortization of debt discount and deferred issuance costs | 4,266,000 | 4,232,000 |
Change in deferred tax assets and liabilities | (7,375,000) | (6,368,000) |
Change in fair value of acquisition contingencies | (600,000) | 0 |
Gain on extinguishment of Convertible Senior Notes | (421,000) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (7,464,000) | 3,441,000 |
Inventories | 3,544,000 | 186,000 |
Income taxes receivable | (248,000) | 234,000 |
Prepaid expenses and other current and non-current assets | (1,047,000) | (305,000) |
Restricted cash | 63,000 | 1,317,000 |
Accounts payable | 984,000 | (1,947,000) |
Accrued payroll and related expenses | (1,867,000) | 772,000 |
Income taxes payable | (12,000) | 729,000 |
Deferred grant revenue | (3,658,000) | (813,000) |
Other current and non-current liabilities | (2,541,000) | 1,226,000 |
Net cash (used for) provided by operating activities: | (4,806,000) | 20,252,000 |
INVESTING ACTIVITIES: | ||
Acquisitions of property, equipment and intangibles | (7,860,000) | (12,003,000) |
Acquisition of Immutopics, net of cash acquired | (5,061,000) | 0 |
Net cash used for investing activities: | (12,921,000) | (12,003,000) |
FINANCING ACTIVITIES: | ||
Payments on lease obligation | (433,000) | (375,000) |
Repurchases of common stock | (20,096,000) | (27,617,000) |
Repurchases of Convertible Senior Notes | (4,459,000) | 0 |
Proceeds from issuance of common stock | 4,821,000 | 2,152,000 |
Payments of debt issuance costs | 0 | (365,000) |
Payments on acquisition contingencies | (207,000) | (129,000) |
Business Combination, Separately Recognized Transactions, Additional Disclosures, Acquisition Cost Expensed | 0 | (229,000) |
Net cash used for financing activities: | (20,374,000) | (26,563,000) |
Effect of exchange rates on cash | (7,000) | (21,000) |
Net decrease in cash and cash equivalents | (38,108,000) | (18,335,000) |
Cash and cash equivalents, beginning of period | 191,471,000 | 200,895,000 |
Cash and cash equivalents, end of period | 153,363,000 | 182,560,000 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 3,331,000 | 3,744,000 |
Cash paid for income taxes | 459,000 | 1,920,000 |
NON-CASH INVESTING ACTIVITIES: | ||
Purchase of property, equipment and intangibles by incurring current liabilities | 1,866,000 | 1,433,000 |
NON-CASH FINANCING ACTIVITIES: | ||
Reduction of other current liabilities upon issuance of restricted share units | 539,000 | $ 408,000 |
Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | Convertible Debt [Member] | ||
FINANCING ACTIVITIES: | ||
Repurchases of Convertible Senior Notes | $ (4,500,000) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited consolidated financial statements of Quidel Corporation and its subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The information at September 30, 2016 , and for the three and nine months ended September 30, 2016 and 2015 , is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s 2015 Annual Report on Form 10-K. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. For 2016 and 2015 , the Company’s fiscal year will end or has ended on January 1, 2017 and January 3, 2016, respectively. For 2016 and 2015 , the Company’s third quarter ended on October 2, 2016 and September 27, 2015, respectively. For ease of reference, the calendar quarter end dates are used herein. The three and nine month periods ended September 30, 2016 and 2015 each included 13 and 39 weeks, respectively. Comprehensive Loss Comprehensive loss includes foreign currency translation adjustments excluded from the Company’s Consolidated Statements of Operations. Use of Estimates The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates, including those related to revenue recognition, customer programs and incentives, bad debts, inventories, intangible assets, software development costs, stock-based compensation, contingencies and litigation, contingent consideration, the fair value of the debt component of convertible debt instruments and income taxes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. Revenue Recognition The Company records revenues primarily from product sales. These revenues are recorded net of rebates and other discounts that are estimated at the time of sale, and are largely driven by various customer program offerings, including special pricing agreements, promotions and other volume-based incentives. Revenue from product sales are recorded upon passage of title and risk of loss to the customer. Passage of title to the product and recognition of revenue occurs upon delivery to the customer when sales terms are free on board (“FOB”) destination and at the time of shipment when the sales terms are FOB shipping point and there is no right of return. A portion of product sales includes revenues for diagnostic kits, which are utilized on leased instrument systems under the Company’s “reagent rental” program. The reagent rental program provides customers the right to use the instruments at no separate cost to the customer in consideration for a multi-year agreement to purchase annual minimum amounts of consumables (“reagents” or “diagnostic kits”). When an instrument is placed with a customer under a reagent rental agreement, the Company retains title to the equipment and it remains capitalized on the Company’s Consolidated Balance Sheets as property and equipment. The instrument is depreciated on a straight-line basis over the life of the instrument. Depreciation expense is recorded in cost of sales included in the Consolidated Statements of Operations. The reagent rental agreements represent one unit of accounting as the instrument and consumables (reagents) are interdependent in producing a diagnostic result and neither has a stand-alone value with respect to these agreements. No revenue is recognized at the time of instrument placement. All revenue is recognized when the title and risk of loss for the diagnostic kits have passed to the customer. Royalty income from the grant of license rights is recognized during the period in which the revenue is earned and the amount is determinable from the licensee. The Company earns income from grants for research and commercialization activities. On November 6, 2012, the Company was awarded a milestone-based grant totaling up to $8.3 million from the Bill and Melinda Gates Foundation to develop, manufacture and validate a quantitative, low-cost, nucleic acid assay for HIV drug treatment monitoring on the integrated Savanna MDx platform for use in limited resource settings. Upon execution of the grant agreement, the Company received $2.6 million to fund subsequent research and development activities and received milestone payments totaling $2.5 million in 2013. On September 10, 2014, the Company entered into an amended grant agreement with the Bill and Melinda Gates Foundation for additional funding of up to $12.6 million in order to accelerate the development of the Savanna MDx platform in the developing world. Upon execution of the amended grant agreement, the Company received $10.6 million in cash. The Company received payments of $2.4 million in April 2015 and $2.8 million in July 2016 based on milestone achievements for both the original and the amended grant agreements. Under the original and amended grant agreements, the Company recognizes grant revenue on the basis of the lesser of the amount recognized on a proportional performance basis or the amount of cash payments that are non-refundable as of the end of each reporting period. The Company recognized grant revenue of $3.8 million and $0.8 million for the three months ended September 30, 2016 and 2015 , respectively, and recognized $6.5 million and $3.2 million for the nine months ended September 30, 2016 and 2015 , respectively. Cash payments received are restricted as to use until expenditures contemplated in the grant are incurred or committed. As of September 30, 2016 , all payment related milestones have been achieved and all of the grant revenue of $20.9 million has been recorded. Fair Value Measurements The Company uses the fair value hierarchy established in ASC Topic 820 , Fair Value Measurements and Disclosures, that requires the valuation of assets and liabilities subject to fair value measurements using a three tiered approach and fair value measurement be classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , which amends the guidance in former ASC 605, Revenue Recognition . This guidance is intended to improve and converge with international standards relating to the financial reporting requirements for revenue from contracts with customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current authoritative guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The original guidance was effective for annual reporting periods beginning after December 15, 2016. However, in July 2015, the FASB deferred by one year the effective dates of the new revenue recognition standard for entities reporting under GAAP. As a result, the standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2018. In August 2014, the FASB issued guidance codified in ASU 2014-15 (Subtopic 205-40), Presentation of Financial Statements - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The guidance requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued (or available to be issued when applicable). Management will be required to make this evaluation for both annual and interim reporting periods and will make certain disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the entity’s ability to continue as a going concern. Substantial doubt exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in ASC Topic 450, Contingencies . The guidance is effective for annual periods ending after December 15, 2016 and for interim reporting periods starting in the first quarter 2017, with early adoption permitted. The Company does not expect this guidance to have a significant impact on the consolidated financial statements and expects to adopt the standard for the annual reporting period ended December 31, 2016. In February 2015, the FASB issued guidance codified in ASU 2015-02 (Topic 810), Consolidation - Amendments to the Consolidation Analysis . The guidance affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the guidance amends (i) the identification of variable interests (fees paid to a decision maker or service provider), (ii) the variable interest entity (VIE) characteristics for a limited partnership or similar entity and (iii) the primary beneficiary determination. The guidance is effective for annual periods beginning after December 15, 2015 and for interim reporting periods starting in the first quarter 2016. The Company's adoption of this guidance in the first quarter of 2016 did not have a significant impact on the consolidated financial statements. In July 2015, the FASB issued guidance codified in ASU 2015-11 (Topic 330), Simplifying the Measurement of Inventory . The guidance applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. Under the guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company's adoption of this guidance in the first quarter of 2016 did not have a significant impact on the consolidated financial statements. In February 2016, the FASB issued guidance codified in ASU 2016-02 (Topic 842), Leases . The guidance requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term on the balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018 including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2019. In March 2016, the FASB issued guidance codified in ASU 2016-09 (Topic 718), Improvements to Employee Share Based Payments Accounting. Under the guidance, entities will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. In addition, entities will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Under current guidance, excess tax benefits are not recognized until the deduction reduces taxes payable. Companies will apply this part of the guidance using a modified retrospective transition method and will record a cumulative-effect adjustment in retained earnings for excess tax benefits not previously recognized. The guidance also allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, but all of the guidance must be adopted in the same period. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2017. |
Computation of Loss Per Share
Computation of Loss Per Share | 9 Months Ended |
Sep. 30, 2016 | |
Earnings Per Share [Abstract] | |
Computation of Loss Per Share | Computation of Loss Per Share For the three and nine months ended September 30, 2016 and 2015 , basic loss per share was computed by dividing net loss by the weighted-average number of common shares outstanding, including restricted stock units (RSUs) vested during the period. Diluted earnings per share (“EPS”) reflects the potential dilution that could occur if the earnings were divided by the weighted-average number of common shares and potentially dilutive common shares from outstanding stock options as well as unvested RSUs. Potential dilutive common shares were calculated using the treasury stock method and represent incremental shares issuable upon exercise of the Company’s outstanding stock options and unvested RSUs. As the effect would be anti-dilutive, 0.9 million and 0.8 million of outstanding stock options and RSUs were excluded from the computation of loss per share for the three and nine months ended September 30, 2016 , respectively, and 0.9 million and 1.0 million of outstanding stock options and RSUs were excluded from the computation of loss per share for the three and nine months ended September 30, 2015 , respectively. Additionally, stock options are excluded from the calculation of diluted EPS when the combined exercise price, unrecognized stock-based compensation and expected tax benefits upon exercise are greater than the average market price for the Company’s common stock because their effect is anti-dilutive. Stock options totaling 1.9 million and 2.9 million for the three and nine months ended September 30, 2016 , respectively, and 2.2 million and 1.8 million for the three and nine months ended September 30, 2015 were not included in the computation of diluted EPS because the exercise of such options would be anti-dilutive. As discussed in Note 6, the Company issued its 3.25% Convertible Senior Notes due 2020 (“Convertible Senior Notes”) in December 2014. It is the Company’s intent and policy to settle conversions through combination settlement, which essentially involves repayment of an amount of cash equal to the “principal portion” and delivery of the “share amount” in excess of the conversion value over the principal portion in cash or shares of common stock (“conversion premium”). No conversion premium existed as of |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories are stated at the lower of cost (first-in, first-out) or net realizable value. Inventories consisted of the following, net of reserves of $0.6 million and $0.7 million at September 30, 2016 and December 31, 2015 , respectively (in thousands): September 30, 2016 December 31, 2015 Raw materials $ 9,378 $ 10,289 Work-in-process (materials, labor and overhead) 8,591 7,441 Finished goods (materials, labor and overhead) 5,395 8,658 Total inventories $ 23,364 $ 26,388 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following (in thousands): September 30, 2016 December 31, 2015 Customer incentives $ 2,173 $ 4,030 Accrued interest 1,586 202 Other 1,132 2,767 Total other current liabilities $ 4,891 $ 6,999 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recognized an income tax benefit of $0.3 million and $1.1 million for the three months ended September 30, 2016 and 2015 , respectively, which represents an effective tax rate of 35% and 59% , respectively. The effective tax rate was higher for the three months ended September 30, 2015 due to a year to date adjustment for the full year effective tax rate. The Company recognized an income tax benefit of $7.1 million and $3.3 million for the nine months ended September 30, 2016 and 2015 , respectively, which represents an effective tax rate of 38% and 36% , respectively. For the nine months ended September 30, 2016, the effective tax rate benefit was higher as compared to the same period of 2015 due primarily to the federal research tax credit in 2016. There was no federal research tax credit for the nine months ended September 30, 2015 as the credit provisions of the United States tax code had expired at the end of 2014 and were not reinstated until December 2015. The Company is subject to periodic audits by domestic and foreign tax authorities. Due to the carryforward of unutilized net operating loss and credit carryovers, the Company's federal tax years from 2009 and forward are subject to examination by the U.S. authorities. The Company's state and foreign tax years for 2001 and forward are subject to examination by applicable tax authorities. The Company believes that it has appropriate support for the income tax positions taken on its tax returns and that its accruals for tax liabilities are adequate for all open years based on an assessment of many factors, including past experience and interpretations of tax laws applied to the facts of each matter. |
Debt
Debt | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Debt | Debt 3.25% Convertible Senior Notes due 2020 In December 2014, the Company issued $172.5 million aggregate principal amount of 3.25% Convertible Senior Notes due 2020. Debt issuance costs of approximately $5.1 million were primarily comprised of underwriters fees, legal, accounting and other professional fees of which $4.2 million were capitalized and are recorded as a reduction to long-term debt and are being amortized to interest expense over the six -year term of the Convertible Senior Notes. The remaining $0.9 million of debt issuance costs were allocated as a component of equity in additional paid-in capital. Deferred issuance costs related to the Convertible Senior Notes were $2.9 million and $3.5 million as of September 30, 2016 and December 31, 2015 , respectively. The Convertible Senior Notes will be convertible into cash, shares of common stock, or a combination of cash and shares of common stock based on an initial conversion rate, subject to adjustment, of 31.1891 shares per $1,000 principal amount of the Convertible Senior Notes (which represents an initial conversion price of approximately $32.06 per share) on the business day immediately preceding September 15, 2020. The conversion will occur in the following circumstances and to the following extent: (1) during any calendar quarter commencing after the calendar quarter ending on March 31, 2015, if the last reported sales price of the Company’s common stock, for at least 20 trading days (whether or not consecutive) in the period of 30 consecutive trading days ending on the last trading day of the calendar quarter immediately preceding the calendar quarter in which the conversion occurs, is more than 130% of the conversion price of the notes in effect on each applicable trading day; (2) during the five consecutive business day period following any five consecutive trading day period in which the trading price per $1,000 principal amount of the Convertible Senior Note for each such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; or (3) upon the occurrence of specified events described in the indenture for the Convertible Senior Notes. On or after September 15, 2020 until the close of business on the second scheduled trading day immediately preceding the stated maturity date, holders may surrender their notes for conversion at any time, regardless of the foregoing circumstances. It is the Company’s intent and policy to settle conversions through combination settlement, which essentially involves repayment of an amount of cash equal to the “principal portion” and delivery of the “share amount” in excess of the principal portion in shares of common stock or cash. In general, for each $1,000 in principal, the “principal portion” of cash upon settlement is defined as the lesser of $1,000, or the conversion value during the 25 -day observation period as described in the indenture for the Convertible Senior Notes. The conversion value is the sum of the daily conversion value which is the product of the effective conversion rate divided by 25 days and the daily volume weighted average price (“VWAP”) of the Company’s common stock. The “share amount” is the cumulative “daily share amount” during the observation period, which is calculated by dividing the daily VWAP into the difference between the daily conversion value (i.e., conversion rate x daily VWAP) and $1,000. The Company pays 3.25% interest per annum on the principal amount of the Convertible Senior Notes semi-annually in arrears in cash on June 15 and December 15 of each year. The Convertible Senior Notes mature on December 15, 2020. During the nine months ended September 30, 2016 , the Company recorded total interest expense of $8.2 million related to the Convertible Senior Notes of which $4.1 million related to the amortization of the debt discount and issuance costs and $4.1 million related to the coupon due semi-annually. During the nine months ended September 30, 2015 , the Company recorded total interest expense of $8.2 million related to the Convertible Senior Notes of which $4.0 million related to the amortization of the debt discount and issuance costs and $4.2 million related to the coupon due semi-annually. If a fundamental change, as defined in the indenture for the Convertible Senior Notes, such as an acquisition, merger, or liquidation of the Company, occurs prior to the maturity date, subject to certain limitations, holders of the Convertible Senior Notes may require the Company to repurchase all or a portion of their Convertible Senior Notes for cash at a repurchase price equal to 100% of the principal amount of the Convertible Senior Notes to be repurchased, plus any accrued and unpaid interest to, but excluding, the repurchase date. The Company accounts separately for the liability and equity components of the Convertible Senior Notes in accordance with authoritative guidance for convertible debt instruments that may be settled in cash upon conversion. The guidance requires the carrying amount of the liability component to be estimated by measuring the fair value of a similar liability that does not have an associated conversion feature. Because the Company had no outstanding non-convertible public debt, the Company determined that senior, unsecured corporate bonds traded on the market represent a similar liability to the Convertible Senior Notes without the conversion option. Based on market data available for publicly traded, senior, unsecured corporate bonds issued by companies in the same industry with similar credit ratings and with similar maturity, the Company estimated the implied interest rate of its Convertible Senior Notes to be 6.9% , assuming no conversion option. Assumptions used in the estimate represent what market participants would use in pricing the liability component, which were defined as Level 2 observable inputs. The estimated implied interest rate was applied to the Convertible Senior Notes, which resulted in a fair value of the liability component of $141.9 million upon issuance, calculated as the present value of implied future payments based on the $172.5 million aggregate principal amount. The $30.7 million difference between the cash proceeds of $172.5 million and the estimated fair value of the liability component was recorded in additional paid-in capital, net of tax and issuance costs, as the Convertible Senior Notes were not considered redeemable. In the first quarter of 2016, the Company repurchased and retired $5.2 million in principal amount of the outstanding Convertible Senior Notes. The aggregate cash used for the transaction was $4.5 million . The repurchase resulted in a reduction in debt of $4.4 million and a reduction in additional paid-in capital of $0.5 million with a gain on extinguishment of Convertible Senior Notes of $0.4 million included in interest expense, net in the Consolidated Statements of Operations. The following table summarizes information about the equity and liability components of the Convertible Senior Notes (dollars in thousands). The fair values of the respective notes outstanding were measured based on quoted market prices. September 30, 2016 December 31, 2015 Principal amount of Convertible Senior Notes outstanding $ 167,314 $ 172,500 Unamortized discount of liability component (21,413 ) (25,703 ) Unamortized debt issuance costs (2,915 ) (3,500 ) Net carrying amount of liability component 142,986 143,297 Less: current portion — — Long-term debt $ 142,986 $ 143,297 Carrying value of equity component, net of issuance costs $ 29,211 $ 29,758 Fair value of outstanding Convertible Senior Notes $ 168,054 $ 170,120 Remaining amortization period of discount on the liability component 4.3 years 5.0 years As a policy election under applicable guidance related to the calculation of diluted net EPS, the Company elected the combination settlement method as its stated settlement policy and applied the treasury stock method in the calculation of dilutive impact of the Convertible Senior Notes. The Convertible Senior Notes were not convertible as of September 30, 2016 and 2015 ; therefore there was no dilutive impact during the three months ended September 30, 2016 and 2015 . If the Convertible Senior Notes were converted as of September 30, 2016 , the if-converted value would not exceed the principal amount. Line of Credit On August 10, 2012, the Company entered into an amended and restated $140.0 million senior secured syndicated credit facility (the “Senior Credit Facility”) that matures on August 10, 2017 . As part of this amendment, the Company incurred an additional $1.0 million in deferred financing costs related to the Senior Credit Facility. Deferred financing costs are amortized on a straight-line basis over the term of the Senior Credit Facility. As of September 30, 2016 , the Company had deferred financing costs related to the Senior Credit Facility of $0.3 million included as a portion of prepaid expenses and other current assets. As of December 31, 2015 , the Company had deferred financing costs related to the Senior Credit Facility of $0.2 million included as a portion of other non-current assets and $0.3 million included as a portion of prepaid expenses and other current assets. The Senior Credit Facility bears interest at either the London Interbank Offered Rate (“LIBOR”) or the base rate, plus, in each case, an applicable margin. The base rate is equal to the highest of (i) the lender’s prime rate, (ii) the federal funds rate plus one-half of one percent and (iii) LIBOR plus one percent. The applicable margin is generally determined in accordance with a performance pricing grid based on the Company’s leverage ratio and ranges from 1.25% to 2.50% for LIBOR rate loans and from 0.25% to 1.50% for base rate loans. The agreement governing the Senior Credit Facility includes certain customary covenants, including among others, limitations on: liens; mergers, consolidations and dispositions of assets; debt; dividends, stock redemptions and the redemption and/or prepayment of other debt; investments (including loans and advances) and acquisitions; and transactions with affiliates. The Company is also subject to financial covenants, which include (i) a funded debt to adjusted EBITDA ratio (as defined in the Senior Credit Facility, with adjusted EBITDA generally calculated as earnings before, among other adjustments, interest, taxes, depreciation, amortization, and stock-based compensation) not to exceed 3 :1 as of the end of each fiscal quarter, and (ii) an interest coverage ratio of not less than 3 :1 as of the end of each fiscal quarter. Funded debt is defined as outstanding borrowings on the Senior Credit Facility plus Convertible Senior Notes, less the Company’s domestic cash and cash equivalents in excess of $15.0 million . The Senior Credit Facility is secured by substantially all present and future assets and properties of the Company and is senior to the Convertible Senior Notes. The Company’s ability to borrow under the Senior Credit Facility fluctuates from time to time due to, among other factors, the Company’s borrowings under the facility, its funded debt to adjusted EBITDA ratio and interest coverage ratio. As of December 31, 2015 , the Company had no borrowings outstanding. Due to the limitations of the interest coverage ratio, the Company had no borrowing capacity under the Senior Credit Facility at September 30, 2016 . |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Issuances and Repurchases of Common Stock During the nine months ended September 30, 2016 , 110,446 shares of common stock were issued in conjunction with the vesting and release of RSUs, 305,227 shares of common stock were issued due to the exercise of stock options and 82,682 shares of common stock were issued in connection with the Company’s employee stock purchase plan (the “ESPP”), resulting in net proceeds to the Company of approximately $4.8 million . During the nine months ended September 30, 2016 , 1,152,386 shares of outstanding common stock were repurchased under the Company’s previously announced share repurchase program for approximately $19.6 million . Additionally, 25,699 shares of outstanding common stock were repurchased in connection with payment of minimum tax withholding obligations for certain employees relating to the lapse of restrictions on certain RSUs for approximately $0.4 million . As of September 30, 2016 , there was $35.0 million available under the Company’s share repurchase program. Stock-Based Compensation The compensation expense related to the Company’s stock-based compensation plans included in the accompanying Consolidated Statements of Operations was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Cost of sales $ 129 $ 113 $ 498 $ 454 Research and development 365 268 1,006 562 Sales and marketing 376 351 645 1,228 General and administrative 864 987 3,671 3,469 Total stock-based compensation expense $ 1,734 $ 1,719 $ 5,820 $ 5,713 Total compensation expense recognized for the three and nine months ended September 30, 2016 includes $1.1 million and $3.5 million related to stock options and $0.6 million and $2.3 million related to RSUs, respectively. Total compensation expense recognized for the three and nine months ended September 30, 2015 includes $1.1 million and $3.5 million related to stock options and $0.6 million and $2.2 million related to RSUs, respectively. As of September 30, 2016 , total unrecognized compensation expense related to non-vested stock options was $6.9 million , which is expected to be recognized over a weighted-average period of approximately 2.5 years . As of September 30, 2016 , total unrecognized compensation expense related to non-vested RSUs was $3.5 million , which is expected to be recognized over a weighted-average period of approximately 2.6 years . Compensation expense capitalized to inventory and compensation expense related to the Company’s ESPP were not material for the three and nine months ended September 30, 2016 or 2015 . The estimated fair value of each stock option was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for the option grants. Nine months ended September 30, 2016 2015 Risk-free interest rate 1.47 % 1.48 % Expected option life (in years) 6.59 6.23 Volatility rate 36 % 40 % Dividend rate — % — % The weighted-average fair value of stock options granted during the nine months ended September 30, 2016 and 2015 was $5.97 and $9.60 , respectively. The Company granted 670,733 and 616,994 stock options during the nine months ended September 30, 2016 and 2015 , respectively. The weighted-average fair value of RSUs granted during the nine months ended September 30, 2016 and 2015 was $16.06 and $23.47 , respectively. The Company granted 182,425 and 146,164 shares of RSUs during the nine months ended September 30, 2016 and 2015 , respectively. The fair value of RSUs is determined based on the closing market price of the Company’s common stock on the grant date. |
Industry and Geographic Informa
Industry and Geographic Information | 9 Months Ended |
Sep. 30, 2016 | |
Industry And Geographic Information [Abstract] | |
Industry and Geographic Information | Industry and Geographic Information The Company operates in one reportable segment. Sales to customers outside the U.S. represented $23.1 million ( 17% ) and $18.8 million ( 13% ) of total revenue for the nine months ended September 30, 2016 and 2015 , respectively. As of September 30, 2016 and December 31, 2015 , balances due from foreign customers were $4.1 million and $5.6 million , respectively. The Company had sales to individual customers in excess of 10% of total revenues, as follows: Nine months ended September 30, 2016 2015 Customer: A 16 % 23 % B 14 % 16 % C 13 % 11 % 43 % 50 % As of September 30, 2016 and December 31, 2015 , accounts receivable from customers with balances due in excess of 10% of total accounts receivable totaled $18.5 million and $12.0 million , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Legal The Company is involved in various claims and litigation matters from time to time in the ordinary course of business. Management believes that all such current legal actions, in the aggregate, will not have a material adverse effect on the Company. The Company also maintains insurance, including coverage for product liability claims, in amounts which management believes are appropriate given the nature of its business. No accrual has been recorded as of September 30, 2016 related to such matters as they are not probable and/or reasonably estimable. At December 31, 2015 , the Company had $0.2 million accrued as a liability for various legal matters where the Company deemed the liability probable and estimable. Licensing Arrangements The Company has entered into various licensing and royalty agreements, which largely require payments by the Company based on specified product sales as well as the achievement of specified milestones. The Company had royalty and license expenses relating to those agreements of approximately $0.1 million for each of the three months ended September 30, 2016 and 2015 . The Company had royalty and license expenses relating to those agreements of approximately $0.6 million and $0.5 million for the nine months ended September 30, 2016 and 2015 , respectively. Research and Development Agreements The Company has entered into various research and development agreements that provide it with rights to develop, manufacture and market products using the intellectual property and technology of its collaborative partners. Under the terms of certain of these agreements, the Company is required to make periodic payments based on achievement of certain milestones or resource expenditures. These milestones generally include achievement of prototype assays, validation lots and clinical trials. At September 30, 2016 and December 31, 2015 , total future commitments under the terms of these agreements are estimated at $2.8 million and $4.2 million , respectively. The commitments will fluctuate as the Company agrees to new phases of development under the existing arrangements. Contingent Consideration In conjunction with the acquisition of BioHelix Corporation (“BioHelix”) in May 2013, the Company agreed to contingent consideration ranging from $5.0 million to $10.0 million upon achievement of certain revenue targets through May 2018. The fair value of the revenue royalty earn-out to be settled in cash is estimated using a discounted revenue model. Due to changes in the estimated payments and a shorter discounting period, the fair value of the contingent consideration liabilities changed, resulting in a gain of $0.6 million recorded to cost of sales in the Consolidated Statements of Operations during the three and nine months ended September 30, 2016 . There were no changes to the fair value of the contingent consideration for the three and nine months ended September 30, 2015 . No payments related to the revenue royalty earn-out were disbursed during the three months ended September 30, 2016 and 2015 . Payments of $0.2 million and $0.1 million related to the revenue royalty earn-out were disbursed during the nine months ended September 30, 2016 and 2015 , respectively. As of September 30, 2016 , the current portion of the contingent consideration is $0.6 million and the non-current portion of the contingent consideration is $4.1 million . In August 2013, the Company acquired the assets of AnDiaTec GmbH & Co. KG (“AnDiaTec”), a privately-held, diagnostics company, based in Germany. The Company agreed to contingent consideration of up to €0.5 million ( $0.6 million based on the September 30, 2016 currency conversion rate) upon achievement of certain revenue targets through 2018. As of September 30, 2016 , the Company has included $0.1 million in the non-current portion of contingent consideration related to these revenue targets. In addition, the Company agreed to pay the founder of AnDiaTec contingent payments of up to €3.0 million ( $3.4 million based on the September 30, 2016 currency conversion rate) upon achievement of certain research and development milestones, subject to continued employment. The Company paid $0.3 million for the achievement of agreed upon research and development milestones during the |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | Fair Value Measurements The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods (in thousands): September 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 133,450 $ — $ — $ 133,450 $ 133,147 $ — $ — $ 133,147 Total assets measured at fair value $ 133,450 $ — $ — $ 133,450 $ 133,147 $ — $ — $ 133,147 Liabilities: Contingent consideration — — 5,075 5,075 — — 5,516 5,516 Total liabilities measured at fair value $ — $ — $ 5,075 $ 5,075 $ — $ — $ 5,516 $ 5,516 There were no transfers of assets or liabilities between Level 1, Level 2 and Level 3 categories of the fair value hierarchy during the three and nine month periods ended September 30, 2016 and the year ended December 31, 2015 . The Company used Level 1 inputs to determine the fair value of its cash equivalents, which primarily consist of funds held in government money market account and commercial paper. As such, the carrying value of cash equivalents approximates fair value. As of September 30, 2016 and December 31, 2015 , the carrying value of cash equivalents was $133.5 million and $133.1 million , respectively. The Company assesses the fair value of contingent consideration to be settled in cash related to acquisitions using a discounted revenue model. Significant assumptions used in the measurement include revenue projections and discount rates. This fair value measurement of contingent consideration is based on significant inputs not observed in the market and thus represent Level 3 measurements. In the first quarter of 2016, the Company recorded an additional contingent liability of $0.4 million for the acquisition of Immutopics (see Note 11). Due to changes in the estimated payments and a shorter discounting period related to the BioHelix contingent consideration, the fair value of the contingent consideration liabilities changed during the three and nine months ended September 30, 2016 . These changes resulted in a $0.6 million gain recorded to cost of sales in the Consolidated Statements of Operations during the three and nine months ended September 30, 2016 . There were no changes to the fair value of the contingent consideration for the three and nine months ended September 30, 2015 . Changes in estimated fair value of contingent consideration liabilities from December 31, 2015 through September 30, 2016 are as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2015 $ 5,516 Cash payments (207 ) Net gain recorded for fair value adjustments (589 ) Additional liability recorded for current period acquisition 353 Unrealized gain on foreign currency translation 2 Balance at September 30, 2016 $ 5,075 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2016 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On March 18, 2016, the Company acquired Immutopics, Inc., a privately-held, life science research company, based in San Clemente, California. The acquisition has been accounted for in conformity with ASC Topic 805, Business Combinations . Total consideration for the acquisition was $5.5 million , which included $5.1 million in initial cash payments and $0.4 million in fair value of contingent consideration based upon achievement of certain revenue targets through September 2024. The Immutopics portfolio of products will be included with the Company's MicroVue products that serve the bone health research community. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited consolidated financial statements of Quidel Corporation and its subsidiaries (the “Company”) have been prepared in accordance with generally accepted accounting principles in the United States (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation (consisting of normal recurring accruals) have been included. The information at September 30, 2016 , and for the three and nine months ended September 30, 2016 and 2015 , is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2015 included in the Company’s 2015 Annual Report on Form 10-K. Operating results for any quarter are historically seasonal in nature and are not necessarily indicative of the results expected for the full year. For 2016 and 2015 , the Company’s fiscal year will end or has ended on January 1, 2017 and January 3, 2016, respectively. For 2016 and 2015 , the Company’s third quarter ended on October 2, 2016 and September 27, 2015, respectively. For ease of reference, the calendar quarter end dates are used herein. The three and nine month periods ended September 30, 2016 and 2015 each include |
Comprehensive Loss | Comprehensive Loss Comprehensive loss includes foreign currency translation adjustments excluded from the Company’s Consolidated Statements of Operations. |
Use of Estimates | Use of Estimates The preparation of financial statements requires the Company to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, management evaluates its estimates, including those related to revenue recognition, customer programs and incentives, bad debts, inventories, intangible assets, software development costs, stock-based compensation, contingencies and litigation, contingent consideration, the fair value of the debt component of convertible debt instruments and income taxes. Management bases its estimates on historical experience and on various other assumptions that it believes are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates. |
Revenue Recognition | Revenue Recognition The Company records revenues primarily from product sales. These revenues are recorded net of rebates and other discounts that are estimated at the time of sale, and are largely driven by various customer program offerings, including special pricing agreements, promotions and other volume-based incentives. Revenue from product sales are recorded upon passage of title and risk of loss to the customer. Passage of title to the product and recognition of revenue occurs upon delivery to the customer when sales terms are free on board (“FOB”) destination and at the time of shipment when the sales terms are FOB shipping point and there is no right of return. A portion of product sales includes revenues for diagnostic kits, which are utilized on leased instrument systems under the Company’s “reagent rental” program. The reagent rental program provides customers the right to use the instruments at no separate cost to the customer in consideration for a multi-year agreement to purchase annual minimum amounts of consumables (“reagents” or “diagnostic kits”). When an instrument is placed with a customer under a reagent rental agreement, the Company retains title to the equipment and it remains capitalized on the Company’s Consolidated Balance Sheets as property and equipment. The instrument is depreciated on a straight-line basis over the life of the instrument. Depreciation expense is recorded in cost of sales included in the Consolidated Statements of Operations. The reagent rental agreements represent one unit of accounting as the instrument and consumables (reagents) are interdependent in producing a diagnostic result and neither has a stand-alone value with respect to these agreements. No revenue is recognized at the time of instrument placement. All revenue is recognized when the title and risk of loss for the diagnostic kits have passed to the customer. Royalty income from the grant of license rights is recognized during the period in which the revenue is earned and the amount is determinable from the licensee. The Company earns income from grants for research and commercialization activities. On November 6, 2012, the Company was awarded a milestone-based grant totaling up to $8.3 million from the Bill and Melinda Gates Foundation to develop, manufacture and validate a quantitative, low-cost, nucleic acid assay for HIV drug treatment monitoring on the integrated Savanna MDx platform for use in limited resource settings. Upon execution of the grant agreement, the Company received $2.6 million to fund subsequent research and development activities and received milestone payments totaling $2.5 million in 2013. On September 10, 2014, the Company entered into an amended grant agreement with the Bill and Melinda Gates Foundation for additional funding of up to $12.6 million in order to accelerate the development of the Savanna MDx platform in the developing world. Upon execution of the amended grant agreement, the Company received $10.6 million in cash. The Company received payments of $2.4 million in April 2015 and $2.8 million in July 2016 based on milestone achievements for both the original and the amended grant agreements. Under the original and amended grant agreements, the Company recognizes grant revenue on the basis of the lesser of the amount recognized on a proportional performance basis or the amount of cash payments that are non-refundable as of the end of each reporting period. The Company recognized grant revenue of $3.8 million and $0.8 million for the three months ended September 30, 2016 and 2015 , respectively, and recognized $6.5 million and $3.2 million for the nine months ended September 30, 2016 and 2015 , respectively. Cash payments received are restricted as to use until expenditures contemplated in the grant are incurred or committed. As of September 30, 2016 , all payment related milestones have been achieved and all of the grant revenue of $20.9 million has been recorded. |
Fair Value Measurements | Fair Value Measurements The Company uses the fair value hierarchy established in ASC Topic 820 , Fair Value Measurements and Disclosures, that requires the valuation of assets and liabilities subject to fair value measurements using a three tiered approach and fair value measurement be classified and disclosed by the Company in one of the following three categories: Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities; Level 2: Quoted prices for similar assets and liabilities in active markets, quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported by little or no market activity). The carrying amounts of the Company’s financial instruments, including cash, receivables, accounts payable, and accrued liabilities approximate their fair values due to their short-term nature. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued guidance codified in Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers , which amends the guidance in former ASC 605, Revenue Recognition . This guidance is intended to improve and converge with international standards relating to the financial reporting requirements for revenue from contracts with customers. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In doing so, companies will need to use more judgment and make more estimates than under current authoritative guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. The original guidance was effective for annual reporting periods beginning after December 15, 2016. However, in July 2015, the FASB deferred by one year the effective dates of the new revenue recognition standard for entities reporting under GAAP. As a result, the standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2018. In August 2014, the FASB issued guidance codified in ASU 2014-15 (Subtopic 205-40), Presentation of Financial Statements - Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern . The guidance requires management to evaluate whether there are conditions and events that raise substantial doubt about the entity’s ability to continue as a going concern within one year after the financial statements are issued (or available to be issued when applicable). Management will be required to make this evaluation for both annual and interim reporting periods and will make certain disclosures if it concludes that substantial doubt exists or when its plans alleviate substantial doubt about the entity’s ability to continue as a going concern. Substantial doubt exists when relevant conditions and events, considered in the aggregate, indicate that it is probable that the entity will be unable to meet its obligations as they become due within one year after the date that the financial statements are issued (or available to be issued). The term probable is used consistently with its use in ASC Topic 450, Contingencies . The guidance is effective for annual periods ending after December 15, 2016 and for interim reporting periods starting in the first quarter 2017, with early adoption permitted. The Company does not expect this guidance to have a significant impact on the consolidated financial statements and expects to adopt the standard for the annual reporting period ended December 31, 2016. In February 2015, the FASB issued guidance codified in ASU 2015-02 (Topic 810), Consolidation - Amendments to the Consolidation Analysis . The guidance affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the guidance amends (i) the identification of variable interests (fees paid to a decision maker or service provider), (ii) the variable interest entity (VIE) characteristics for a limited partnership or similar entity and (iii) the primary beneficiary determination. The guidance is effective for annual periods beginning after December 15, 2015 and for interim reporting periods starting in the first quarter 2016. The Company's adoption of this guidance in the first quarter of 2016 did not have a significant impact on the consolidated financial statements. In July 2015, the FASB issued guidance codified in ASU 2015-11 (Topic 330), Simplifying the Measurement of Inventory . The guidance applies to inventory that is measured using first-in, first-out (“FIFO”) or average cost. Under the guidance, an entity should measure inventory that is within scope at the lower of cost and net realizable value, which is the estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years, with early adoption permitted as of the beginning of an interim or annual reporting period. The Company's adoption of this guidance in the first quarter of 2016 did not have a significant impact on the consolidated financial statements. In February 2016, the FASB issued guidance codified in ASU 2016-02 (Topic 842), Leases . The guidance requires a lessee to recognize a lease liability for the obligation to make lease payments and a right-to-use asset representing the right to use the underlying asset for the lease term on the balance sheet. The guidance is effective for fiscal years beginning after December 15, 2018 including interim periods within those years, with early adoption permitted. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2019. In March 2016, the FASB issued guidance codified in ASU 2016-09 (Topic 718), Improvements to Employee Share Based Payments Accounting. Under the guidance, entities will no longer record excess tax benefits and certain tax deficiencies in additional paid-in capital (APIC). Instead, they will record all excess tax benefits and tax deficiencies as income tax expense or benefit in the income statement, and APIC pools will be eliminated. In addition, entities will recognize excess tax benefits regardless of whether the benefit reduces taxes payable in the current period. Under current guidance, excess tax benefits are not recognized until the deduction reduces taxes payable. Companies will apply this part of the guidance using a modified retrospective transition method and will record a cumulative-effect adjustment in retained earnings for excess tax benefits not previously recognized. The guidance also allows an employer to repurchase more of an employee’s shares for tax withholding purposes without triggering liability accounting. The guidance is effective for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, but all of the guidance must be adopted in the same period. The Company is currently evaluating the impact of this guidance and expects to adopt the standard in the first quarter of 2017. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following, net of reserves of $0.6 million and $0.7 million at September 30, 2016 and December 31, 2015 , respectively (in thousands): September 30, 2016 December 31, 2015 Raw materials $ 9,378 $ 10,289 Work-in-process (materials, labor and overhead) 8,591 7,441 Finished goods (materials, labor and overhead) 5,395 8,658 Total inventories $ 23,364 $ 26,388 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): September 30, 2016 December 31, 2015 Customer incentives $ 2,173 $ 4,030 Accrued interest 1,586 202 Other 1,132 2,767 Total other current liabilities $ 4,891 $ 6,999 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of Convertible Senior Notes | The fair values of the respective notes outstanding were measured based on quoted market prices. September 30, 2016 December 31, 2015 Principal amount of Convertible Senior Notes outstanding $ 167,314 $ 172,500 Unamortized discount of liability component (21,413 ) (25,703 ) Unamortized debt issuance costs (2,915 ) (3,500 ) Net carrying amount of liability component 142,986 143,297 Less: current portion — — Long-term debt $ 142,986 $ 143,297 Carrying value of equity component, net of issuance costs $ 29,211 $ 29,758 Fair value of outstanding Convertible Senior Notes $ 168,054 $ 170,120 Remaining amortization period of discount on the liability component 4.3 years 5.0 years |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Equity [Abstract] | |
Compensation Expense Related to Stock-Based Compensation Plans | The compensation expense related to the Company’s stock-based compensation plans included in the accompanying Consolidated Statements of Operations was as follows (in thousands): Three months ended September 30, Nine months ended September 30, 2016 2015 2016 2015 Cost of sales $ 129 $ 113 $ 498 $ 454 Research and development 365 268 1,006 562 Sales and marketing 376 351 645 1,228 General and administrative 864 987 3,671 3,469 Total stock-based compensation expense $ 1,734 $ 1,719 $ 5,820 $ 5,713 |
Estimated Fair Value of Each Stock Option Award | The estimated fair value of each stock option was determined on the date of grant using the Black-Scholes option valuation model with the following weighted-average assumptions for the option grants. Nine months ended September 30, 2016 2015 Risk-free interest rate 1.47 % 1.48 % Expected option life (in years) 6.59 6.23 Volatility rate 36 % 40 % Dividend rate — % — % |
Industry and Geographic Infor24
Industry and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Industry And Geographic Information [Abstract] | |
Sales to Individual Customers in Excess of 10% of Total Revenues | The Company had sales to individual customers in excess of 10% of total revenues, as follows: Nine months ended September 30, 2016 2015 Customer: A 16 % 23 % B 14 % 16 % C 13 % 11 % 43 % 50 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Assets and Liabilities Measured at Fair Value on Recurring Basis | The following table presents the Company’s hierarchy for its assets and liabilities measured at fair value on a recurring basis as of the following periods (in thousands): September 30, 2016 December 31, 2015 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ 133,450 $ — $ — $ 133,450 $ 133,147 $ — $ — $ 133,147 Total assets measured at fair value $ 133,450 $ — $ — $ 133,450 $ 133,147 $ — $ — $ 133,147 Liabilities: Contingent consideration — — 5,075 5,075 — — 5,516 5,516 Total liabilities measured at fair value $ — $ — $ 5,075 $ 5,075 $ — $ — $ 5,516 $ 5,516 |
Changes in Estimated Fair Value of Contingent Consideration Liabilities | Changes in estimated fair value of contingent consideration liabilities from December 31, 2015 through September 30, 2016 are as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2015 $ 5,516 Cash payments (207 ) Net gain recorded for fair value adjustments (589 ) Additional liability recorded for current period acquisition 353 Unrealized gain on foreign currency translation 2 Balance at September 30, 2016 $ 5,075 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Millions | Sep. 10, 2014 | Nov. 06, 2012 | Jul. 31, 2016 | Apr. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2013 | Sep. 30, 2016 |
Revenue Recognition, Milestone Method [Line Items] | ||||||||||
Company milestone-based grant | $ 12.6 | $ 8.3 | ||||||||
Fund received for research and development activities | $ 2.6 | |||||||||
Milestone payments received | $ 10.6 | $ 2.8 | $ 2.4 | $ 2.5 | ||||||
Company grant revenue | $ 3.8 | $ 0.8 | $ 6.5 | $ 3.2 | $ 20.9 |
Computation of Loss Per Share -
Computation of Loss Per Share - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Equity Option and Restricted Stock [Member] | ||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted (loss) earnings per share ("EPS") | 0.9 | 0.9 | 0.8 | 1 |
Stock options [Member] | ||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Shares excluded from calculation of diluted (loss) earnings per share ("EPS") | 1.9 | 2.2 | 2.9 | 1.8 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Net of reserves, inventories | $ 0.6 | $ 0.7 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,378 | $ 10,289 |
Work-in-process (materials, labor and overhead) | 8,591 | 7,441 |
Finished goods (materials, labor and overhead) | 5,395 | 8,658 |
Total inventories | $ 23,364 | $ 26,388 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2016 | Dec. 31, 2015 |
Other Liabilities Disclosure [Abstract] | ||
Customer incentives | $ 2,173 | $ 4,030 |
Accrued interest | 1,586 | 202 |
Other | 1,132 | 2,767 |
Total other current liabilities | $ 4,891 | $ 6,999 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Benefit for income taxes | $ (309) | $ (1,116) | $ (7,115) | $ (3,268) |
Effective tax rate | 35.00% | 59.00% | 38.00% | 36.00% |
Debt Convertible Senior Notes T
Debt Convertible Senior Notes Textual -Additional Information (Detail) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016USD ($)$ / shares | Sep. 30, 2016USD ($)d$ / shares | Sep. 30, 2015USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($) | Dec. 08, 2014USD ($) | |
Debt Instrument [Line Items] | ||||||
Gains (Losses) on Extinguishment of Debt | $ 421,000 | $ 0 | ||||
Interest Expense, Debt | $ 8,200,000 | |||||
Amortization of debt discount (premium) | 4,000,000 | |||||
Interest Expense, Debt, Excluding Amortization | 4,200,000 | |||||
Repayments of Convertible Debt | $ 4,459,000 | $ 0 | ||||
Convertible Debt [Member] | Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Gains (Losses) on Extinguishment of Debt | $ 400,000 | |||||
Convertible Senior Notes, face amount | $ 172,500,000 | |||||
Senior Credit Facility, applicable margin | 3.25% | 3.25% | ||||
Debt issuance cost | 5,100,000 | |||||
Deferred financing costs | $ (4,200,000) | |||||
Remaining amortization period of discount on the liability component | 4 years 3 months | 5 years | 6 years | |||
Adjustments to additional paid in capital | $ 900,000 | |||||
Convertible Senior Notes, conversion ratio | 31.1891 | |||||
Convertible Senior Notes, conversion price (in usd per share) | $ / shares | $ 32.06 | $ 32.06 | ||||
Convertible Senior Notes, threshold trading days | d | 20 | |||||
Convertible Senior Notes, threshold consecutive trading days | 30 days | |||||
Convertible Senior Notes, threshold percentage of stock price trigger | 130.00% | |||||
Convertible Senior Notes, threshold consecutive business days | 5 days | |||||
Convertible Senior Notes, threshold consecutive trading days, following consecutive business days | 5 days | |||||
Convertible Senior Notes, threshold percentage of stock price trigger, following consecutive business days | 98.00% | |||||
Convertible Senior Notes, observation period | 25 days | |||||
Interest Expense, Debt | $ 8,200,000 | |||||
Amortization of debt discount (premium) | 4,100,000 | |||||
Interest Expense, Debt, Excluding Amortization | $ 4,100,000 | |||||
Debt Conversion, Converted Instrument, Rate | 100.00% | |||||
Debt Instrument, Interest Rate, Effective Percentage | 6.90% | 6.90% | ||||
Convertible Senior Notes, fair value disclosures | $ 141,900,000 | |||||
Carrying value of equity component, net of issuance costs | $ 29,211,000 | $ 29,211,000 | $ 29,758,000 | $ 30,700,000 | ||
Repurchase of Convertible Debt | 5,200,000 | |||||
Repayments of Convertible Debt | 4,500,000 | |||||
Other Current Assets [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | (300,000) | (300,000) | (300,000) | |||
Other Current Assets [Member] | Convertible Debt [Member] | Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ (2,915,000) | $ (2,915,000) | (3,500,000) | |||
Other non-current assets [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Deferred financing costs | $ (200,000) |
Debt Convertible Notes (Details
Debt Convertible Notes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 08, 2014 | |
Debt Instrument [Line Items] | ||||||
Interest Expense, Debt, Excluding Amortization | $ 4,200 | |||||
Gain on extinguishment of Convertible Senior Notes | $ (421) | $ 0 | ||||
Interest Expense, Debt | 8,200 | |||||
Amortization of debt discount (premium) | 4,000 | |||||
Long-term debt | 142,986 | 142,986 | $ 143,297 | |||
Convertible Debt [Member] | Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Adjustments to Additional Paid in Capital, Other | 4,400 | |||||
Adjustments to Additional Paid in Capital, Equity Component of Convertible Debt, Subsequent Adjustments | 500 | |||||
Interest Expense, Debt, Excluding Amortization | 4,100 | |||||
Gain on extinguishment of Convertible Senior Notes | (400) | |||||
Interest Expense, Debt | 8,200 | |||||
Amortization of debt discount (premium) | 4,100 | |||||
Principal amount of Convertible Senior Notes outstanding | 167,314 | 167,314 | 172,500 | |||
Unamortized discount of liability component | (21,413) | (21,413) | (25,703) | |||
Unamortized debt issuance costs | $ (4,200) | |||||
Net carrying amount of liability component | 142,986 | 142,986 | 143,297 | |||
Less: current portion | 0 | 0 | 0 | |||
Long-term debt | 142,986 | 142,986 | 143,297 | |||
Carrying value of equity component, net of issuance costs | 29,211 | 29,211 | 29,758 | $ 30,700 | ||
Fair value of outstanding Convertible Senior Notes | 168,054 | $ 168,054 | $ 170,120 | |||
Remaining amortization period of discount on the liability component | 4 years 3 months | 5 years | 6 years | |||
Other Current Assets [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | (300) | $ (300) | $ (300) | |||
Other Current Assets [Member] | Convertible Debt [Member] | Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ (2,915) | $ (2,915) | (3,500) | |||
Other non-current assets [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Unamortized debt issuance costs | $ (200) |
Line of Credit - Additional Inf
Line of Credit - Additional Information (Detail) | 9 Months Ended | ||
Sep. 30, 2016USD ($) | Dec. 31, 2015USD ($) | Aug. 10, 2012USD ($) | |
Line of Credit Facility [Line Items] | |||
Line of Credit Facility, Funded Debt | $ 15,000,000 | ||
Long-term Line of Credit | 0 | ||
Line of Credit Facility, Remaining Borrowing Capacity | 0 | ||
Other non-current assets [Member] | |||
Line of Credit Facility [Line Items] | |||
Deferred financing costs | $ 200,000 | ||
Other Current Assets [Member] | |||
Line of Credit Facility [Line Items] | |||
Deferred financing costs | $ 300,000 | $ 300,000 | |
Senior Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Senior Credit Facility | $ 140,000,000 | ||
Senior Credit Facility, maturity date | Aug. 10, 2017 | ||
Deferred financing costs | $ 1,000,000 | ||
Senior Credit Facility, adjusted EBITDA ratio | 3 | ||
Senior Credit Facility, interest coverage ratio | 3 | ||
Senior Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 1.00% | ||
Senior Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Senior Credit Facility, applicable margin | 1.25% | ||
Senior Credit Facility [Member] | London Interbank Offered Rate (LIBOR) [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Senior Credit Facility, applicable margin | 2.50% | ||
Senior Credit Facility [Member] | LIBOR [Member] | |||
Line of Credit Facility [Line Items] | |||
Debt Instrument, Basis Spread on Variable Rate | 0.50% | ||
Senior Credit Facility [Member] | Base rate loans [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Senior Credit Facility, applicable margin | 0.25% | ||
Senior Credit Facility [Member] | Base rate loans [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Senior Credit Facility, applicable margin | 1.50% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Common stock issued in conjunction with the vesting and release of restricted stock units (in shares) | 110,446 | ||||
Common stock issued due to exercise of stock options (in shares) | 305,227 | ||||
Common stock issued in connection with employee stock purchase plan (in shares) | 82,682 | ||||
Employee stock purchase plan, net proceeds | $ 4,800 | ||||
Repurchase of common stock, shares (in shares) | 1,152,386 | ||||
Repurchase of common stock | $ 19,600 | ||||
Shares Paid for Tax Withholding for Share Based Compensation (in shares) | 25,699 | ||||
Payments Related to Tax Withholding for Share-based Compensation | $ 400 | ||||
Stock Repurchase Program, Remaining Authorized Repurchase Amount | $ 35,000 | 35,000 | |||
Share-based compensation expense recognized | 1,734 | $ 1,719 | 5,820 | $ 5,713 | |
Stock options [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense recognized | 1,100 | 3,500 | $ 3,500 | ||
Total unrecognized compensation expense related to non-vested stock options | 6,900 | $ 6,900 | |||
Expected weighted-average period of recognition for unrecognized compensation expense | 2 years 6 months | ||||
Weighted-average grant date fair value of stock options granted (in usd per share) | $ 5.97 | $ 9.60 | |||
Stock options granted (in shares) | 670,733 | 616,994 | |||
Restricted stock [Member] | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation expense recognized | 600 | $ 1,100 | $ 600 | $ 2,300 | $ 2,200 |
Expected weighted-average period of recognition for unrecognized compensation expense | 2 years 7 months | ||||
Total unrecognized compensation expense related to non-vested restricted stock | $ 3,500 | $ 3,500 | |||
Weighted-average grant date fair value of stock options granted (in usd per share) | $ 16.06 | $ 23.47 | |||
Stock options granted (in shares) | 182,425 | 146,164 |
Stockholders' Equity - Compensa
Stockholders' Equity - Compensation Expense Related to Stock-Based Compensation Plans (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Mar. 31, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Total stock-based compensation expense | $ 1,734 | $ 1,719 | $ 5,820 | $ 5,713 | |
Cost of sales [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Total stock-based compensation expense | 129 | 113 | 498 | 454 | |
Research and development [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Total stock-based compensation expense | 365 | 268 | 1,006 | 562 | |
Sales and marketing [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Total stock-based compensation expense | 376 | 351 | 645 | 1,228 | |
General and administrative [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Total stock-based compensation expense | 864 | 987 | 3,671 | 3,469 | |
Stock options [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Total stock-based compensation expense | 1,100 | 3,500 | 3,500 | ||
Restricted stock [Member] | |||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | |||||
Total stock-based compensation expense | $ 600 | $ 1,100 | $ 600 | $ 2,300 | $ 2,200 |
Stockholders' Equity - Estimate
Stockholders' Equity - Estimated Fair Value of Each Stock Option Award (Detail) | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Equity [Abstract] | ||
Risk-free interest rate | 1.47% | 1.48% |
Expected option life (in years) | 6 years 7 months 3 days | 6 years 2 months 22 days |
Volatility rate | 36.00% | 40.00% |
Dividend rate | 0.00% | 0.00% |
Industry and Geographic Infor38
Industry and Geographic Information - Additional Information (Detail) $ in Millions | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2016USD ($)Segment | Sep. 30, 2015USD ($) | Dec. 31, 2014 | Dec. 31, 2015USD ($) | |
Revenue, Major Customer [Line Items] | ||||
Number of reportable segments | Segment | 1 | |||
Sales [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of risk concentration by major customer | 10.00% | |||
Customer Concentration Risk [Member] | Non-U.S. Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Sales to customers outside the U.S. | $ 23.1 | $ 18.8 | ||
Accounts receivable | $ 4.1 | $ 5.6 | ||
Customer Concentration Risk [Member] | Sales [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of risk concentration by major customer | 43.00% | 50.00% | ||
Customer Concentration Risk [Member] | Sales [Member] | Non-U.S. Customers [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of risk concentration by major customer | 17.00% | 13.00% | ||
Credit Concentration Risk [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Accounts receivable | $ 18.5 | $ 12 | ||
Credit Concentration Risk [Member] | Accounts receivable [Member] | Minimum [Member] | ||||
Revenue, Major Customer [Line Items] | ||||
Percentage of risk concentration by major customer | 10.00% | 10.00% |
Industry and Geographic Infor39
Industry and Geographic Information - Sales to Individual Customers in Excess of 10% of Total Revenues (Detail) - Sales [Member] | 9 Months Ended | |
Sep. 30, 2016 | Sep. 30, 2015 | |
Revenue, Major Customer [Line Items] | ||
Sales percentage | 10.00% | |
Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 43.00% | 50.00% |
Customer Concentration Risk [Member] | Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 16.00% | 23.00% |
Customer Concentration Risk [Member] | Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 14.00% | 16.00% |
Customer Concentration Risk [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 13.00% | 11.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) € in Millions | 3 Months Ended | 9 Months Ended | |||||||
Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2015USD ($) | Sep. 30, 2016EUR (€) | Dec. 31, 2015USD ($) | Aug. 31, 2013USD ($) | Aug. 31, 2013EUR (€) | May 31, 2013USD ($) | |
Sale Leaseback Transaction [Line Items] | |||||||||
Accrued in other current liabilities | $ 4,891,000 | $ 4,891,000 | $ 6,999,000 | ||||||
Company had royalty and license expenses relating to those agreements | 100,000 | 600,000 | $ 500,000 | ||||||
Current portion of contingent consideration | 630,000 | 630,000 | 1,286,000 | ||||||
Contingent consideration non-current portion | 4,445,000 | 4,445,000 | 4,230,000 | ||||||
Change in fair value of acquisition contingencies | 353,000 | ||||||||
Change in fair value of acquisition contingencies | 600,000 | $ 0 | 600,000 | 0 | |||||
Research and development milestones [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Milestone payments paid | 0 | 300,000 | 900,000 | 1,200,000 | |||||
BioHelix [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Payments for royalties | 0 | $ 0 | 200,000 | $ 100,000 | |||||
Current portion of contingent consideration | 600,000 | 600,000 | |||||||
Contingent consideration non-current portion | 4,100,000 | 4,100,000 | |||||||
BioHelix [Member] | Minimum [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Contingent consideration | $ 5,000,000 | ||||||||
BioHelix [Member] | Maximum [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Contingent consideration | $ 10,000,000 | ||||||||
Andiatec Acquisition [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Contingent consideration non-current portion | 100,000 | 100,000 | |||||||
Andiatec Acquisition [Member] | Research and development milestones [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Contingent consideration | 3,400,000 | 3,400,000 | € 3 | ||||||
Andiatec Acquisition [Member] | Maximum [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Contingent consideration | $ 600,000 | € 0.5 | |||||||
Claims and litigation [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Accrued in other current liabilities | 0 | 0 | 200,000 | ||||||
Research and Development Agreements [Member] | |||||||||
Sale Leaseback Transaction [Line Items] | |||||||||
Current commitments | $ 2,800,000 | $ 2,800,000 | $ 4,200,000 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Change in fair value of acquisition contingencies | $ 600,000 | $ 0 | $ 600,000 | $ 0 | |
Assets: | |||||
Total assets measured at fair value | 133,450,000 | 133,450,000 | $ 133,147,000 | ||
Liabilities: | |||||
Total liabilities measured at fair value | 5,075,000 | 5,075,000 | 5,516,000 | ||
Money Market Funds [Member] | |||||
Assets: | |||||
Cash Equivalents, at Carrying Value | 133,450,000 | 133,450,000 | 133,147,000 | ||
Contingent consideration [Member] | |||||
Liabilities: | |||||
Total liabilities measured at fair value | 5,075,000 | 5,075,000 | 5,516,000 | ||
Level 1 [Member] | |||||
Assets: | |||||
Total assets measured at fair value | 133,450,000 | 133,450,000 | 133,147,000 | ||
Liabilities: | |||||
Total liabilities measured at fair value | 0 | 0 | 0 | ||
Level 1 [Member] | Money Market Funds [Member] | |||||
Assets: | |||||
Cash Equivalents, at Carrying Value | 133,450,000 | 133,450,000 | 133,147,000 | ||
Level 1 [Member] | Contingent consideration [Member] | |||||
Liabilities: | |||||
Total liabilities measured at fair value | 0 | 0 | 0 | ||
Level 2 [Member] | |||||
Assets: | |||||
Total assets measured at fair value | 0 | 0 | 0 | ||
Liabilities: | |||||
Total liabilities measured at fair value | 0 | 0 | 0 | ||
Level 2 [Member] | Money Market Funds [Member] | |||||
Assets: | |||||
Cash Equivalents, at Carrying Value | 0 | 0 | 0 | ||
Level 2 [Member] | Contingent consideration [Member] | |||||
Liabilities: | |||||
Total liabilities measured at fair value | 0 | 0 | 0 | ||
Level 3 [Member] | |||||
Assets: | |||||
Total assets measured at fair value | 0 | 0 | 0 | ||
Liabilities: | |||||
Total liabilities measured at fair value | 5,075,000 | 5,075,000 | 5,516,000 | ||
Level 3 [Member] | Money Market Funds [Member] | |||||
Assets: | |||||
Cash Equivalents, at Carrying Value | 0 | 0 | 0 | ||
Level 3 [Member] | Contingent consideration [Member] | |||||
Liabilities: | |||||
Total liabilities measured at fair value | $ 5,075,000 | $ 5,075,000 | $ 5,516,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Transfer of assets and liabilities between levels | $ 0 | ||||
Change in fair value of acquisition contingencies | 353,000 | ||||
Loss recorded in research and development due to change in fair value of contingent consideration liabilities | $ 600,000 | $ 0 | 600,000 | $ 0 | |
Money Market Funds [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Cash Equivalents, at Carrying Value | 133,450,000 | 133,450,000 | $ 133,147,000 | ||
Fair Value, Inputs, Level 1 [Member] | Money Market Funds [Member] | |||||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |||||
Cash Equivalents, at Carrying Value | $ 133,450,000 | $ 133,450,000 | $ 133,147,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Estimated Fair Value of Contingent Consideration Liabilities (Detail) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | Dec. 31, 2015 | |
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | |||||
Change in fair value of acquisition contingencies | $ 353,000 | ||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance at December 31, 2015 | $ 5,075,000 | 5,075,000 | $ 5,516,000 | ||
Change in fair value of acquisition contingencies | (600,000) | $ 0 | (600,000) | $ 0 | |
Level 3 [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance at December 31, 2015 | 5,075,000 | 5,075,000 | 5,516,000 | ||
Cash payments | (207,000) | ||||
Unrealized gain on foreign currency translation | 2,000 | ||||
Balance at September 30, 2016 | 5,075,000 | 5,075,000 | |||
Commitments [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance at December 31, 2015 | 5,075,000 | 5,075,000 | 5,516,000 | ||
Commitments [Member] | Level 3 [Member] | |||||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | |||||
Balance at December 31, 2015 | $ 5,075,000 | $ 5,075,000 | $ 5,516,000 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2016 | |
Business Acquisition [Line Items] | ||
Other Payments to Acquire Businesses | $ 5,100 | |
Change in fair value of acquisition contingencies | $ 353 | |
Payments to Acquire Businesses, Gross | $ 5,500 |