Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 27, 2017 | |
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, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus (Q1,Q2,Q3,FY) | Q3 | |
Amendment Flag | false | |
Entity Common Stock, Shares Outstanding | 33,996,891 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 172,994 | $ 169,508 |
Accounts receivable, net | 41,575 | 24,990 |
Inventories | 23,429 | 26,045 |
Prepaid expenses and other current assets | 6,477 | 4,851 |
Total current assets | 244,475 | 225,394 |
Property, plant and equipment, net | 50,035 | 50,858 |
Goodwill | 91,433 | 83,834 |
Intangible assets, net | 27,364 | 27,639 |
Other non-current assets | 514 | 525 |
Total assets | 413,821 | 388,250 |
Current liabilities: | ||
Accounts payable | 15,657 | 16,047 |
Accrued payroll and related expenses | 9,771 | 9,642 |
Current portion of lease obligation | 122 | 98 |
Current portion of contingent consideration | 4,324 | 2,826 |
Other current liabilities | 9,061 | 4,999 |
Total current liabilities | 38,935 | 33,612 |
Long-term debt | 148,469 | 144,340 |
Lease obligation, net of current portion | 3,885 | 3,979 |
Contingent consideration—non-current | 356 | 2,349 |
Deferred tax liability—non-current | 166 | 58 |
Income taxes payable | 1,124 | 1,045 |
Deferred rent | 1,685 | 1,965 |
Other non-current liabilities | 317 | 272 |
Stockholders’ equity: | ||
Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued or outstanding at September 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $.001 par value per share; 97,500 shares authorized; 33,984 and 32,897 shares issued and outstanding at September 30, 2017 and December 31, 2016, respectively | 34 | 33 |
Additional paid-in capital | 226,186 | 204,905 |
Accumulated other comprehensive loss | (4) | (53) |
Accumulated deficit | (7,332) | (4,255) |
Total stockholders’ equity | 218,884 | 200,630 |
Total liabilities and stockholders’ equity | $ 413,821 | $ 388,250 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
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 | 33,984,000 | 32,897,000 |
Common stock, shares outstanding | 33,984,000 | 32,897,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Total revenues | $ 50,894 | $ 138,795 | $ 162,853 | $ 49,341 |
Costs and expenses | ||||
Cost of sales (excludes amortization of intangible assets of $1,877, $1,590, $5,122 and $4,770, respectively) | 19,391 | 54,295 | 60,716 | 17,728 |
Research and development | 7,468 | 31,164 | 22,970 | 8,801 |
Sales and marketing | 12,898 | 36,376 | 38,813 | 11,853 |
General and administrative | 6,580 | 19,964 | 20,483 | 6,364 |
Amortization of intangible assets from acquired businesses and technology | 2,503 | 6,782 | 7,184 | 2,273 |
Acquisition and integration costs | 4,591 | 568 | 7,022 | 197 |
Total costs and expenses | 53,431 | 149,149 | 157,188 | 47,216 |
Operating (loss) income | (2,537) | (10,354) | 5,665 | 2,125 |
Interest expense, net | (2,784) | (8,619) | (8,387) | (3,006) |
Loss before income taxes | (5,321) | (18,973) | (2,722) | (881) |
Provision (benefit) for income taxes | 204 | (7,115) | 355 | (309) |
Net loss | $ (5,525) | $ (11,858) | $ (3,077) | $ (572) |
Basic and diluted earnings (loss) per share (in dollars per share) | $ (0.16) | $ (0.36) | $ (0.09) | $ (0.02) |
Shares used in basic and diluted per share calculation (in shares) | 33,913 | 32,645 | 33,538 | 32,673 |
Consolidated Statements of Ope5
Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Amortization of intangible assets | $ 1,877 | $ 4,770 | $ 5,122 | $ 1,590 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (5,525) | $ (11,858) | $ (3,077) | $ (572) |
Other comprehensive income (loss), net of tax | ||||
Changes in cumulative translation adjustment | 14 | 1 | 49 | 3 |
Comprehensive loss | $ (5,511) | $ (11,857) | $ (3,028) | $ (569) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2017 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (11,858) | $ (3,077) |
Adjustments to reconcile net loss to net cash provided by (used for) operating activities: | ||
Depreciation, amortization and other | 17,597 | 17,813 |
Stock-based compensation expense | 5,820 | 5,938 |
Amortization of debt discount and deferred issuance costs | 4,266 | 4,129 |
Change in deferred tax assets and liabilities | (7,375) | 101 |
Change in fair value of acquisition contingencies | (589) | 0 |
Gain on extinguishment of Convertible Senior Notes | (421) | 0 |
Changes in assets and liabilities: | ||
Accounts receivable | (7,464) | (16,582) |
Inventories | 3,544 | 2,751 |
Income taxes receivable | (248) | (1,123) |
Prepaid expenses and other current and non-current assets | (1,047) | (667) |
Restricted cash | 63 | 0 |
Accounts payable | 984 | 2,128 |
Accrued payroll and related expenses | (1,867) | 982 |
Income taxes payable | (12) | 78 |
Deferred grant revenue | (3,658) | 0 |
Other current and non-current liabilities | (2,541) | 4,013 |
Net cash provided by (used for) operating activities: | (4,806) | 16,484 |
INVESTING ACTIVITIES: | ||
Acquisitions of property, equipment and intangibles | (7,860) | (12,767) |
Acquisition of businesses, net of cash acquired | (5,061) | (14,388) |
Net cash used for investing activities: | (12,921) | (27,155) |
FINANCING ACTIVITIES: | ||
Payments on lease obligation | (433) | (70) |
Repurchases of common stock | (20,096) | (541) |
Repurchases of Convertible Senior Notes | (4,459) | 0 |
Proceeds from issuance of common stock | 4,821 | 15,246 |
Payments on acquisition contingencies | (207) | (498) |
Net cash provided by (used for) financing activities: | (20,374) | 14,137 |
Effect of exchange rates on cash | (7) | 20 |
Net increase (decrease) in cash and cash equivalents | (38,108) | 3,486 |
Cash and cash equivalents, beginning of period | 169,508 | |
Cash and cash equivalents, end of period | 172,994 | |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for interest | 3,331 | 3,279 |
Income taxes paid | 459 | 1,259 |
NON-CASH INVESTING ACTIVITIES: | ||
Purchase of property, equipment and intangibles by incurring current liabilities | 1,866 | 653 |
NON-CASH FINANCING ACTIVITIES: | ||
Reduction of other current liabilities upon issuance of restricted share units | $ 539 | 903 |
Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | Convertible Debt [Member] | ||
FINANCING ACTIVITIES: | ||
Repurchases of Convertible Senior Notes | $ (4,500) |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 , and for the three and nine months ended September 30, 2017 and 2016 , is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s 2016 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 2017 and 2016 , the Company’s fiscal year will end or has ended on December 31, 2017 and January 1, 2017, respectively. For 2017 and 2016 , the Company’s third quarter ended on October 1, 2017 and October 2, 2016, respectively. For ease of reference, the calendar quarter end dates are used herein. The three and nine month periods ended September 30, 2017 and 2016 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 customer programs and incentives, bad debts, inventories, intangible assets, income taxes, stock-based compensation, contingencies and litigation. 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. These rebates and discounts 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. Revenues 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 revenue 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 recognized grant revenue on the basis of the lesser of the amount recognized on a proportional performance basis or the amount of cash payments that were non-refundable as of the end of each reporting period. The Company recognized $3.8 million and $6.5 million as grant revenue for the three and nine months ended September 30, 2016 , respectively. Cash payments received were restricted as to use until expenditures contemplated in the grant were incurred or committed. As of September 30, 2016 all payment related milestones were achieved and all of the grant revenue of $20.9 million was fully recognized. As such, the Company recognized no grant revenue during the nine months ended September 30, 2017 . Fair Value Measurements The Company uses the fair value hierarchy established in Accounting Standards Codification (“ASC”) Topic 820 , Fair Value Measurements and Disclosures, which requires that the valuation of assets and liabilities subject to fair value measurements 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; and 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. Reclassifications The Company recorded immaterial reclassifications of acquisition and integration costs totaling $0.2 million and $0.6 million for three and nine months ended September 30, 2016 , respectively, from general and administrative expense as previously reported in the Consolidated Statements of Operations to conform to current year presentation. The Company believes these reclassifications provide greater clarity and insight into the consolidated financial statements for the periods presented. The reclassification did not impact the net loss as previously reported or any prior amounts reported on the Consolidated Balance Sheets, Statements of Cash Flows or Statements of Comprehensive Loss. 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 (“ASU 2014-09”). 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 FASB has issued several amendments to the new standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses and principal vs. agent considerations. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company has assigned internal resources to assist in the adoption of the new standard and is evaluating the impact of the new standard on its accounting policies, processes and system requirements. The Company has begun the process of identifying, categorizing and analyzing its various revenue streams, but has not yet completed its assessment of the impact. The Company will continue to evaluate the future impact and method of adoption of ASU 2014-09 and related amendments on the Consolidated Financial Statements and related disclosures throughout the remainder of 2017. The Company will adopt the new standard beginning January 2018. 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 therein, 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 Payment Accounting (“ASU 2016-09”) . This guidance includes provisions to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, accounting for forfeitures, classification of awards as either equity or liability and classification on the statement of cash flows. ASU 2016-09 includes a requirement that the tax effect related to the settlement of share-based awards be recorded within income tax expense or benefit in the income statement. The simplification of income tax accounting for share-based payment transactions also impacts the computation of weighted-average diluted shares outstanding under the treasury stock method. The Company adopted ASU 2016-09 in the first quarter of 2017 and the impact of the adoption resulted in the following: • Upon adoption, the balance of the unrecognized excess tax benefits of $1.8 million was recorded as an increase to deferred tax assets and a corresponding increase to the valuation allowance, resulting in no impact to retained earnings. • Excess tax benefits from share-based arrangements are to be classified within cash flow from operating activities, rather than as cash flow from financing activities. The Company applied this provision on a retrospective basis and the prior period statement of cash flows was adjusted. This adoption did not have a material impact on the Company’s cash flows. • The Company elected to continue to estimate the number of awards expected to be forfeited and adjust the estimate when appropriate, as is currently required. This adoption did not have a material impact on the Company’s consolidated results of operations, financial condition or cash flows. • There was no material impact on the computation of weighted-average diluted shares outstanding. In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Under this new guidance, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The guidance is effective for fiscal years beginning after December 15, 2019 including interim periods therein, 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 2020. |
Computation of Earnings (Loss)
Computation of Earnings (Loss) Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Earnings (Loss) Per Share | Computation of Earnings (Loss) Per Share Basic earnings (loss) per share is computed by dividing net earnings (loss) by the weighted-average number of common shares outstanding, including restricted stock units (“RSUs”) vested during the period. Diluted earnings per share (“EPS”) is computed based on the sum of the weighted average number of common shares and potentially dilutive common shares outstanding during the period. Potentially dilutive common shares consist of shares issuable from stock options, RSUs and the 3.25% Convertible Senior Notes due 2020 (“Convertible Senior Notes”). Potentially dilutive common shares from outstanding stock options and unvested RSUs are determined using the average share price for each period under the treasury stock method. As discussed in Note 6, 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”). The Convertible Senior Notes have a dilutive impact when the average market price of the Company’s common stock exceeds the applicable conversion price of the notes. The following table reconciles the weighted-average shares used in computing basic and diluted earnings (loss) per share in the respective periods (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Shares used in basic loss per share (weighted-average common shares outstanding) 33,913 32,673 33,538 32,645 Effect of potentially dilutive shares issuable from stock options, restricted stock units and Convertible Senior Notes — — — — Shares used in diluted loss per share calculation 33,913 32,673 33,538 32,645 Potentially dilutive shares excluded from calculation due to anti-dilutive effect — 1,856 1,121 2,892 Potentially dilutive shares excluded from the calculation above represent stock options when the combined exercise price and unrecognized stock-based compensation are greater than the average market price for the Company’s common stock because their effect is anti-dilutive. Additionally, the number of potentially dilutive shares issuable under the stock options, RSUs and Convertible Senior Notes that would have been included in the diluted EPS calculation if the Company had earnings amounted to 1.8 million and 1.2 million for the three and nine months ended September 30, 2017 , respectively. The number of stock options and RSUs that would have been included in the diluted EPS calculation if the Company had earnings amounted to 0.9 million and 0.8 million for the three and nine months ended September 30, 2016 , respectively. No conversion premium existed on the Convertible Senior Notes as of |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
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 $0.4 million and $0.7 million at September 30, 2017 and December 31, 2016 , respectively (in thousands): September 30, 2017 December 31, 2016 Raw materials $ 9,533 $ 9,297 Work-in-process (materials, labor and overhead) 7,839 7,990 Finished goods (materials, labor and overhead) 6,057 8,758 Total inventories $ 23,429 $ 26,045 |
Other Current Liabilities
Other Current Liabilities | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other Current Liabilities Other current liabilities consist of the following (in thousands): September 30, 2017 December 31, 2016 Customer incentives $ 6,256 $ 3,766 Accrued interest 1,586 227 Other 1,219 1,006 Total other current liabilities $ 9,061 $ 4,999 |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The Company recognized income tax expense of $0.2 million and an income tax benefit of $0.3 million for the three months ended September 30, 2017 and 2016 , respectively. The Company recognized income tax expense of $0.4 million and an income tax benefit of $7.1 million for the nine months ended September 30, 2017 and 2016 , respectively. For the three and nine months ended September 30, 2017 , the Company recorded income tax expense compared to an income tax benefit in the same periods of 2016 as no tax benefit was provided for losses incurred in United States Federal and certain state jurisdictions because those losses are offset by a full valuation allowance and the Company has recorded tax expense for foreign jurisdictions and certain state jurisdictions during this time period. In interim periods when a small change in forecasted information results in a significant change to the estimated annual effective tax rate and the income tax expense or benefit for an interim period, a discrete effective tax rate method may provide a more reliable estimate than applying the annual effective tax rate method to the year-to-date loss. The discrete method of calculating the Company's estimated effective tax rate and income tax expense or benefit uses actual results for the interim period(s), instead of forecasted information. For the third quarter of 2017, the Company used the discrete effective tax rate method to calculate the income tax expense. 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, 2017 | |
Debt Disclosure [Abstract] | |
Debt | Debt Convertible Senior Notes In December 2014, the Company issued $172.5 million aggregate principal amount of its Convertible Senior Notes. Debt issuance costs of approximately $5.1 million were primarily comprised of underwriters fees, legal, accounting and other professional fees, of which $4.2 million were capitalized and are recorded as a reduction to long-term debt and are being amortized using the effective interest method to interest expense over the six -year term of the Convertible Senior Notes. The remaining $0.9 million of debt issuance costs were allocated as a component of equity in additional paid-in capital. Deferred issuance costs related to the Convertible Senior Notes were $2.3 million and $2.8 million as of September 30, 2017 and December 31, 2016 , 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). 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 Notes for each such trading day was less than 98% of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such day; or (3) upon the occurrence of specified events described in the indenture for the Convertible Senior Notes. On or after September 15, 2020 until the close of business on the second scheduled trading day immediately preceding the stated maturity date, holders may surrender their notes for conversion at any time, regardless of the foregoing circumstances. 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, 2017 and 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. 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. During the nine months ended September 30, 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 Company made no repurchases in principal amount of the outstanding Convertible Senior Notes during the nine months ended September 30, 2017 . 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, 2017 December 31, 2016 Principal amount of Convertible Senior Notes outstanding $ 167,314 $ 167,314 Unamortized discount of liability component (16,587 ) (20,221 ) Unamortized debt issuance costs (2,258 ) (2,753 ) Net carrying amount of liability component 148,469 144,340 Less: current portion — — Long-term debt $ 148,469 $ 144,340 Carrying value of equity component, net of issuance costs $ 29,211 $ 29,211 Fair value of outstanding Convertible Senior Notes $ 253,765 $ 165,223 Remaining amortization period of discount on the liability component 3.3 years 4.0 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, 2017 and 2016 ; therefore there was no dilutive impact during the three and nine months ended September 30, 2017 and 2016 . If the Convertible Senior Notes were converted as of September 30, 2017 , the if-converted value would not exceed the principal amount. Senior Credit Agreement On October 6, 2017, the Company entered into a Credit Agreement (the “Credit Agreement”), which provided the Company with a $245.0 million senior secured term loan facility (the “Term Loan”) and a $25.0 million revolving credit facility (the “Revolving Credit Facility”), together (the “Senior Credit Facility”). The Term Loan and the Revolving Credit Facility will mature on October 6, 2022. On the closing date of the Credit Agreement, the Company borrowed the entire amount of the Term Loan and $10.0 million under the Revolving Credit Facility. The Company used the proceeds of the Term Loan along with its cash on hand, to pay (i) the consideration for the cardiovascular and toxicology Triage® MeterPro business (“Triage Business”) and (ii) the fees and expenses incurred in connection with the acquisition of the Triage Business and the Triage® BNP Test for the Beckman Coulter Access Family of Immunoassay Systems (the “BNP Business”). See Note 12 for further discussion of the acquisition of the Triage Business and BNP Business. The Credit Agreement includes an accordion feature that allows the facility to be increased by $50.0 million upon the satisfaction of certain conditions. The Financing is guaranteed by certain material domestic subsidiaries of the Company (the “Guarantors”) and is secured by liens on substantially all of the assets of the Company and the Guarantors, excluding real property and certain other types of excluded assets. If the Company does not consummate a sale leaseback transaction with respect to the Summers Ridge property acquired as part of the Triage Business within 180 days of the closing of the Credit Agreement, the Company will also be required to grant the Lenders a mortgage on the real property associated with the Summers Ridge property. Loans under the Credit Agreement will bear interest at a rate equal to (i) the London Interbank Offered Rate (“LIBOR”) plus the “applicable rate” or (ii) the “base rate” (defined as the highest of (a) the Bank of America prime rate, (b) the Federal Funds rate plus one-half of one percent and (c) LIBOR plus one percent) plus the “applicable rate.” The initial applicable rate will be 2.50% per annum for base rate loans and 3.50% per annum for LIBOR rate loans, and thereafter will be determined in accordance with a pricing grid based on the Company’s Consolidated Leverage Ratio (as defined in the Credit Agreement) ranging from 2.50% to 3.50% per annum for LIBOR rate loans and from 1.50% to 2.50% per annum for base rate loans. In addition, the Company will pay a commitment fee on the unused portion of the Credit Agreement based on the Company’s Consolidated Leverage Ratio ranging from 0.10% to 0.50% per annum. The Term Loan is subject to quarterly amortization of the principal amount on the last business day of each fiscal quarter of the Company (commencing on March 30, 2018) in such amounts as are set forth in the Credit Agreement. The Term Loan and the Revolving Credit Facility will mature on October 6, 2022, provided that if any of the Company’s 3.25% Convertible Senior Notes due 2020 (the “Convertible Senior Notes”) remain outstanding on the date that is 91 days prior to the maturity date of the Convertible Senior Notes and the Company has not satisfied certain Refinancing Conditions (as defined in the Credit Agreement), then the maturity date for the Term Loan and the Revolving Credit Facility will be the date that is 91 days prior to the maturity date of the Convertible Senior Notes. The Company must prepay loans outstanding under the Credit Agreement in an amount equal to 50% of Excess Cash Flow (as defined in the Credit Agreement) for each fiscal year (commencing with fiscal 2018) less any amount voluntarily prepaid during such fiscal year, but only if the Consolidated Senior Secured Leverage Ratio (as defined in the Credit Agreement) as of the last day of such fiscal year is greater than or equal to 1.25 to 1.00. The Company must also prepay loans outstanding under the Credit Agreement in an amount equal to 100% of the Net Cash Proceeds (as defined in the Credit Agreement) from (i) certain property dispositions and (ii) the receipt of certain other amounts not in the ordinary course of business, in each case, if not reinvested within a specified time period as contemplated in the Credit Agreement, and with a carve out of up to 30% of the Net Cash Proceeds of the contemplated sale leaseback transaction relating to the Company’s Summers Ridge property to the extent the excluded amounts are used for specified purposes. The Credit Agreement contains affirmative and negative covenants that are customary for credit agreements of this nature. The negative covenants include, among other things, limitations on asset sales, mergers, indebtedness, liens, investments and transactions with affiliates. The Credit Agreement contains two financial covenants: (i) a maximum Consolidated Leverage Ratio (as defined in the Credit Agreement) as of the last day of each fiscal quarter for the most recently completed four fiscal quarters of (a) 5.00 to 1.00 for the fiscal quarter ending December 31, 2017, (b) 4.25 to 1.00 for the fiscal quarters ending March 31, 2018 through December 31, 2018 and (c) 3.50 to 1.00 for the fiscal quarter ending March 31, 2019 and each fiscal quarter thereafter; and (ii) a minimum Consolidated Fixed Charge Coverage Ratio (as defined in the Credit Agreement) of 1.25 to 1.00 as of the end of any fiscal quarter for the most recently completed four fiscal quarters. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stockholders' Equity | Stockholders’ Equity Issuances and Repurchases of Common Stock The Company issued 99,669 shares of common stock in conjunction with the vesting and release of RSUs, 954,527 shares of common stock upon the exercise of stock options and 58,099 shares of common stock in connection with the Company’s employee stock purchase plan (the “ESPP”), resulting in net proceeds to the Company of approximately $15.2 million during the nine months ended September 30, 2017 . The Company repurchased no shares of common stock under its previously announced share repurchase program during nine months ended September 30, 2017 . The Company withheld 25,079 shares of outstanding common stock in connection with payment of minimum tax withholding obligations for certain employees relating to the lapse of restrictions on certain RSUs of approximately $0.5 million during the nine months ended September 30, 2017 . The Company repurchased 1,152,386 shares of common stock under its previously announced share repurchase program for approximately $19.6 million during the nine months ended September 30, 2016 . The Company withheld 25,699 shares of outstanding common stock in connection with payment of minimum tax withholding obligations for certain employees relating to the lapse of restrictions on certain RSUs of approximately $0.4 million during the nine months ended September 30, 2016 . As of September 30, 2017 , 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, 2017 2016 2017 2016 Cost of sales $ 117 $ 129 $ 354 $ 498 Research and development 396 365 1,212 1,006 Sales and marketing 434 376 1,341 645 General and administrative 932 864 3,031 3,671 Total stock-based compensation expense $ 1,879 $ 1,734 $ 5,938 $ 5,820 Total compensation expense recognized for the three and nine months ended September 30, 2017 includes $1.0 million and $3.1 million related to stock options and $0.9 million and $2.8 million related to RSUs. 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. As of September 30, 2017 , total unrecognized compensation expense related to non-vested stock options was $5.3 million , which is expected to be recognized over a weighted-average period of approximately 2.1 years . As of September 30, 2017 , total unrecognized compensation expense related to non-vested restricted stock was $6.1 million , which is expected to be recognized over a weighted-average period of approximately 2.4 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, 2017 or 2016 . 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, 2017 2016 Risk-free interest rate 2.31 % 1.47 % Expected option life (in years) 6.63 6.59 Volatility rate 36 % 36 % Dividend rate — % — % The weighted-average fair value of stock options granted during the nine months ended September 30, 2017 and 2016 was $8.71 and $5.97 , respectively. The Company granted 253,844 and 670,733 stock options during the nine months ended September 30, 2017 and 2016 , respectively. The fair value of RSUs is determined based on the closing market price of the Company’s common stock on the grant date. The weighted-average fair value of RSUs granted during the nine months ended September 30, 2017 and 2016 was $21.61 and $16.06 , respectively. The Company granted 335,716 and 182,425 shares of restricted stock during the nine months ended September 30, 2017 and 2016 , respectively. |
Industry and Geographic Informa
Industry and Geographic Information | 9 Months Ended |
Sep. 30, 2017 | |
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 $21.6 million ( 13% ) and $23.1 million ( 17% ) of total revenue for the nine months ended September 30, 2017 and 2016 , respectively. As of September 30, 2017 and December 31, 2016 , balances due from foreign customers were $4.7 million and $6.8 million , respectively. The Company had sales to individual customers in excess of 10% of total revenues, as follows: Nine months ended September 30, 2017 2016 Customer: A 21 % 16 % B 21 % 14 % C 13 % 13 % 55 % 43 % As of September 30, 2017 and December 31, 2016 , accounts receivable from customers with balances due in excess of 10% of total accounts receivable totaled $34.2 million and $13.9 million , respectively. |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
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 accruals have been recorded as of September 30, 2017 or as of December 31, 2016 related to such matters as they are not probable and/or reasonably 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 $0.2 million and $0.1 million for the three months ended September 30, 2017 and 2016 , respectively. The Company had royalty and license expenses relating to those agreements of approximately $0.5 million and $0.6 million for the nine months ended September 30, 2017 and 2016 , 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. As of September 30, 2017 and December 31, 2016 , total future commitments under the terms of these agreements are estimated at $0.4 million and $2.3 million , respectively. The commitments will fluctuate as the Company agrees to new phases of development under the existing arrangements. |
Fair Value Measurements
Fair Value Measurements | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ — $ — $ — $ — $ 133,540 $ — $ — $ 133,540 Total assets measured at fair value $ — $ — $ — $ — $ 133,540 $ — $ — $ 133,540 Liabilities: Contingent consideration — — 4,680 4,680 — — 5,175 5,175 Total liabilities measured at fair value $ — $ — $ 4,680 $ 4,680 $ — $ — $ 5,175 $ 5,175 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, 2017 and the year ended December 31, 2016 . 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 accounts and commercial paper. As such, the carrying value of cash equivalents approximates fair value. During the third quarter of 2017, the Company converted all cash equivalents to cash, and therefore, had no cash equivalents as of September 30, 2017 . As of December 31, 2016 , the carrying value of cash equivalents was $133.5 million . In conjunction with the acquisitions of BioHelix Corporation in May 2013, AnDiaTec GmbH & Co. KG in August 2013 and Immutopics, Inc. in March 2016, the Company has recorded contingent consideration of $4.7 million as of September 30, 2017 and $5.2 million as of December 31, 2016 . 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. Changes in estimated fair value of contingent consideration liabilities from December 31, 2016 through September 30, 2017 are as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2016 $ 5,175 Cash payments (498 ) Unrealized loss on foreign currency translation 3 Balance at September 30, 2017 $ 4,680 |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2017 | |
Business Combinations [Abstract] | |
Acquisition | Acquisition On May 16, 2017 the Company acquired the InflammaDry® and AdenoPlus® diagnostic businesses from RPS Diagnostics (“RPS”), a developer and manufacturer of rapid, point-of-care (“POC”) diagnostic tests for the eye health and primary care markets, for approximately $13.7 million in cash. The purchase price has been preliminarily allocated as follows: $6.1 million to purchased technology and $7.6 million to goodwill. The acquisition has been accounted for in conformity with ASC Topic 805, Business Combinations . The InflammaDry and AdenoPlus products are rapid, lateral-flow based, POC products for the detection of infectious and inflammatory diseases and conditions of the eye. Revenues for these products are reflected in the Company’s Immunoassay revenue category. The purchase price allocation related to this acquisition is preliminary as the Company obtains additional information related to working capital items. |
Subsequent Event
Subsequent Event | 9 Months Ended |
Sep. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Acquisition of Triage and BNP Businesses On October 6, 2017, the Company acquired the Triage Business and BNP Business from Alere Inc. In connection with the acquisition of the Triage Business, the Company paid $400.0 million in cash (subject to certain inventory related adjustments set forth in the Amended and Restated Triage Purchase Agreement) and assumed certain liabilities. These acquisitions significantly enhance the Company's revenue profile and expands the Company's geographic and product diversity. The Company used proceeds from the Term Loan of $245.0 million and cash on hand to pay (i) the consideration for the Triage Business and (ii) fees and expenses incurred in connection with the acquisition of the Triage Business and BNP Business. In connection with the acquisition of the BNP Business, the Company will: (i) pay (subject to certain inventory related adjustments set forth in the Amended and Restated BNP Purchase Agreement) (A) up to $40.0 million in cash, payable in five annual installments of $8.0 million , the first of which will be paid on April 30, 2018, and (B) $240.0 million in cash, payable in six annual installments of $40.0 million each, the first of which will be paid on April 30, 2018; and (ii) assume certain liabilities. |
Summary of Significant Accoun20
Summary of Significant Accounting Policies (Policy) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 , and for the three and nine months ended September 30, 2017 and 2016 , is unaudited. For further information, refer to the Company’s consolidated financial statements and notes thereto for the year ended December 31, 2016 included in the Company’s 2016 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 2017 and 2016 , the Company’s fiscal year will end or has ended on December 31, 2017 and January 1, 2017, respectively. For 2017 and 2016 , the Company’s third quarter ended on October 1, 2017 and October 2, 2016, respectively. For ease of reference, the calendar quarter end dates are used herein. The three and nine month periods ended September 30, 2017 and 2016 |
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 customer programs and incentives, bad debts, inventories, intangible assets, income taxes, stock-based compensation, contingencies and litigation. 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. These rebates and discounts 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. Revenues 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 revenue 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 recognized grant revenue on the basis of the lesser of the amount recognized on a proportional performance basis or the amount of cash payments that were non-refundable as of the end of each reporting period. The Company recognized $3.8 million and $6.5 million as grant revenue for the three and nine months ended September 30, 2016 , respectively. Cash payments received were restricted as to use until expenditures contemplated in the grant were incurred or committed. As of September 30, 2016 all payment related milestones were achieved and all of the grant revenue of $20.9 million was fully recognized. As such, the Company recognized no grant revenue during the nine months ended September 30, 2017 . |
Fair Value Measurements | Fair Value Measurements The Company uses the fair value hierarchy established in Accounting Standards Codification (“ASC”) Topic 820 , Fair Value Measurements and Disclosures, which requires that the valuation of assets and liabilities subject to fair value measurements 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; and 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. |
Reclassifications | Reclassifications The Company recorded immaterial reclassifications of acquisition and integration costs totaling $0.2 million and $0.6 million for three and nine months ended September 30, 2016 , respectively, from general and administrative expense as previously reported in the Consolidated Statements of Operations to conform to current year presentation. The Company believes these reclassifications provide greater clarity and insight into the consolidated financial statements for the periods presented. The reclassification did not impact the net loss as previously reported or any prior amounts reported on the Consolidated Balance Sheets, Statements of Cash Flows or Statements of Comprehensive Loss. |
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 (“ASU 2014-09”). 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 FASB has issued several amendments to the new standard, which include clarification of accounting guidance related to identification of performance obligations, intellectual property licenses and principal vs. agent considerations. The standard will be effective for public entities for annual reporting periods beginning after December 15, 2017, including interim periods therein. The Company has assigned internal resources to assist in the adoption of the new standard and is evaluating the impact of the new standard on its accounting policies, processes and system requirements. The Company has begun the process of identifying, categorizing and analyzing its various revenue streams, but has not yet completed its assessment of the impact. The Company will continue to evaluate the future impact and method of adoption of ASU 2014-09 and related amendments on the Consolidated Financial Statements and related disclosures throughout the remainder of 2017. The Company will adopt the new standard beginning January 2018. 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 therein, 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 Payment Accounting (“ASU 2016-09”) . This guidance includes provisions to simplify several aspects of accounting for share-based payment transactions, including income tax consequences, accounting for forfeitures, classification of awards as either equity or liability and classification on the statement of cash flows. ASU 2016-09 includes a requirement that the tax effect related to the settlement of share-based awards be recorded within income tax expense or benefit in the income statement. The simplification of income tax accounting for share-based payment transactions also impacts the computation of weighted-average diluted shares outstanding under the treasury stock method. The Company adopted ASU 2016-09 in the first quarter of 2017 and the impact of the adoption resulted in the following: • Upon adoption, the balance of the unrecognized excess tax benefits of $1.8 million was recorded as an increase to deferred tax assets and a corresponding increase to the valuation allowance, resulting in no impact to retained earnings. • Excess tax benefits from share-based arrangements are to be classified within cash flow from operating activities, rather than as cash flow from financing activities. The Company applied this provision on a retrospective basis and the prior period statement of cash flows was adjusted. This adoption did not have a material impact on the Company’s cash flows. • The Company elected to continue to estimate the number of awards expected to be forfeited and adjust the estimate when appropriate, as is currently required. This adoption did not have a material impact on the Company’s consolidated results of operations, financial condition or cash flows. • There was no material impact on the computation of weighted-average diluted shares outstanding. In January 2017, the FASB issued guidance codified in ASU 2017-04, Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment (“ASU 2017-04”). Under this new guidance, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of a reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. Instead, an entity will compare the fair value of a reporting unit with its carrying amount and recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit's fair value. The guidance is effective for fiscal years beginning after December 15, 2019 including interim periods therein, 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 2020. |
Computation of Earnings (Loss21
Computation of Earnings (Loss) Per Share Schedule of Earnings (Loss) Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | The following table reconciles the weighted-average shares used in computing basic and diluted earnings (loss) per share in the respective periods (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Shares used in basic loss per share (weighted-average common shares outstanding) 33,913 32,673 33,538 32,645 Effect of potentially dilutive shares issuable from stock options, restricted stock units and Convertible Senior Notes — — — — Shares used in diluted loss per share calculation 33,913 32,673 33,538 32,645 Potentially dilutive shares excluded from calculation due to anti-dilutive effect — 1,856 1,121 2,892 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Summary of Inventories | Inventories consisted of the following, net of reserves of $0.4 million and $0.7 million at September 30, 2017 and December 31, 2016 , respectively (in thousands): September 30, 2017 December 31, 2016 Raw materials $ 9,533 $ 9,297 Work-in-process (materials, labor and overhead) 7,839 7,990 Finished goods (materials, labor and overhead) 6,057 8,758 Total inventories $ 23,429 $ 26,045 |
Other Current Liabilities (Tabl
Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Other Liabilities Disclosure [Abstract] | |
Other Current Liabilities | Other current liabilities consist of the following (in thousands): September 30, 2017 December 31, 2016 Customer incentives $ 6,256 $ 3,766 Accrued interest 1,586 227 Other 1,219 1,006 Total other current liabilities $ 9,061 $ 4,999 |
Debt (Tables)
Debt (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 December 31, 2016 Principal amount of Convertible Senior Notes outstanding $ 167,314 $ 167,314 Unamortized discount of liability component (16,587 ) (20,221 ) Unamortized debt issuance costs (2,258 ) (2,753 ) Net carrying amount of liability component 148,469 144,340 Less: current portion — — Long-term debt $ 148,469 $ 144,340 Carrying value of equity component, net of issuance costs $ 29,211 $ 29,211 Fair value of outstanding Convertible Senior Notes $ 253,765 $ 165,223 Remaining amortization period of discount on the liability component 3.3 years 4.0 years |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 2017 2016 Cost of sales $ 117 $ 129 $ 354 $ 498 Research and development 396 365 1,212 1,006 Sales and marketing 434 376 1,341 645 General and administrative 932 864 3,031 3,671 Total stock-based compensation expense $ 1,879 $ 1,734 $ 5,938 $ 5,820 |
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, 2017 2016 Risk-free interest rate 2.31 % 1.47 % Expected option life (in years) 6.63 6.59 Volatility rate 36 % 36 % Dividend rate — % — % |
Industry and Geographic Infor26
Industry and Geographic Information (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 2016 Customer: A 21 % 16 % B 21 % 14 % C 13 % 13 % 55 % 43 % |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
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, 2017 December 31, 2016 Level 1 Level 2 Level 3 Total Level 1 Level 2 Level 3 Total Assets: Cash equivalents $ — $ — $ — $ — $ 133,540 $ — $ — $ 133,540 Total assets measured at fair value $ — $ — $ — $ — $ 133,540 $ — $ — $ 133,540 Liabilities: Contingent consideration — — 4,680 4,680 — — 5,175 5,175 Total liabilities measured at fair value $ — $ — $ 4,680 $ 4,680 $ — $ — $ 5,175 $ 5,175 |
Changes in Estimated Fair Value of Contingent Consideration Liabilities | Changes in estimated fair value of contingent consideration liabilities from December 31, 2016 through September 30, 2017 are as follows (in thousands): Contingent consideration liabilities Balance at December 31, 2016 $ 5,175 Cash payments (498 ) Unrealized loss on foreign currency translation 3 Balance at September 30, 2017 $ 4,680 |
Summary of Significant Accoun28
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, 2017 | Sep. 30, 2016 | Sep. 30, 2016 | Dec. 31, 2013 | Sep. 30, 2016 |
Accounting Policies [Abstract] | |||||||||
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 | $ 0 | $ 6.5 | $ 3.8 | $ 20.9 | |||||
Prior period reclassification adjustment | $ 0.6 | $ 0.2 | |||||||
Valuation allowances and reserves | $ 1.8 |
Computation of Earnings (Loss29
Computation of Earnings (Loss) Per Share - Additional Information (Detail) - shares shares in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Senior Credit Facility, applicable margin | 3.25% | 3.25% | ||
Shares used in basic and diluted per share calculation (in shares) | 33,913 | 32,645 | 33,538 | 32,673 |
Shares used in diluted per share calculation (in shares) | 33,913 | 32,645 | 33,538 | 32,673 |
Shares excluded from calculation of diluted (loss) earnings per share ("EPS") | 1,800 | 900 | 1,200 | 800 |
Equity Option and Restricted Stock [Member] | ||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Effect of dilutive stock options and restricted stock units (in shares) | 0 | 0 | 0 | 0 |
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") | 0 | 2,892 | 1,121 | 1,856 |
Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | Convertible Debt [Member] | ||||
Dilutive Securities Included And Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Senior Credit Facility, applicable margin | 3.25% | 3.25% |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Millions | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Net of reserves, inventories | $ 0.4 | $ 0.7 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 9,533 | $ 9,297 |
Work-in-process (materials, labor and overhead) | 7,839 | 7,990 |
Finished goods (materials, labor and overhead) | 6,057 | 8,758 |
Total inventories | $ 23,429 | $ 26,045 |
Other Current Liabilities (Deta
Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Other Liabilities Disclosure [Abstract] | ||
Customer incentives | $ 6,256 | $ 3,766 |
Accrued interest | 1,586 | 227 |
Other | 1,219 | 1,006 |
Total other current liabilities | $ 9,061 | $ 4,999 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Tax Disclosure [Abstract] | ||||
Provision (benefit) for income taxes | $ 204 | $ (7,115) | $ 355 | $ (309) |
Debt Convertible Senior Notes T
Debt Convertible Senior Notes Textual -Additional Information (Detail) | Oct. 06, 2017USD ($)covenant | Sep. 30, 2017USD ($)$ / shares | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)d$ / shares | Sep. 30, 2016USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2014USD ($) | Dec. 31, 2017 | Dec. 08, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||
Senior Credit Facility, applicable margin | 3.25% | 3.25% | |||||||
Repayments of convertible debt | $ 4,459,000 | $ 0 | |||||||
Gain on extinguishment of Convertible Senior Notes | $ (421,000) | $ 0 | |||||||
Convertible Debt [Member] | Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
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 | 3 years 3 months | 4 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 | d | 30 | ||||||||
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 | $ 8,200,000 | |||||||
Amortization of debt discount (premium) | 4,100,000 | ||||||||
Interest expense | $ 4,100,000 | ||||||||
Converted instrument, rate | 100.00% | ||||||||
Interest rate | 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 | $ 29,211,000 | $ 30,700,000 | |||||
Repurchase of convertible debt | 5,200,000 | ||||||||
Repayments of convertible debt | 4,500,000 | ||||||||
Repayments of Debt | 4,400,000 | ||||||||
Equity component of convertible debt, | 500,000 | ||||||||
Gain on extinguishment of Convertible Senior Notes | (400,000) | ||||||||
Other Current Assets [Member] | Convertible Debt [Member] | Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Deferred financing costs | $ (2,258,000) | $ (2,258,000) | $ (2,753,000) | ||||||
Subsequent Event [Member] | |||||||||
Debt Instrument [Line Items] | |||||||||
Initial applicable LIBOR loan rate | 3.50% | ||||||||
Proceeds from Lines of Credit | $ 10,000,000 | ||||||||
Secured debt | $ 245,000,000 | ||||||||
Applicable base loan rate | 1.50% | 2.50% | |||||||
Additional borrowing capacity | $ 50,000,000 | ||||||||
Percentage of excess cash flow | 50.00% | ||||||||
Consolidated senior secured leverage ratio | 1.25 | ||||||||
Percentage net cash proceeds | 100.00% | ||||||||
Percentage of net cash proceeds of sale leaseback transaction | 30.00% | ||||||||
Number of financial covenants | covenant | 2 | ||||||||
Consolidated leverage ratio, period one | 5 | ||||||||
Consolidated leverage ratio, period two | 4.25 | ||||||||
Consolidated leverage ratio, period three | 3.50 | ||||||||
Consolidated fixed charge coverage ratio | 1.25 |
Debt Convertible Notes (Details
Debt Convertible Notes (Details) - USD ($) | Oct. 06, 2017 | Sep. 30, 2017 | Dec. 31, 2016 | Dec. 31, 2014 | Dec. 31, 2017 | Dec. 08, 2014 |
Debt Instrument [Line Items] | ||||||
Senior Credit Facility, applicable margin | 3.25% | |||||
Long-term debt | $ 148,469,000 | $ 144,340,000 | ||||
Convertible Debt [Member] | Senior 3 Point 25 Percent Convertible Notes Due 2020 [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Senior Credit Facility, applicable margin | 3.25% | |||||
Principal amount of Convertible Senior Notes outstanding | $ 167,314,000 | 167,314,000 | ||||
Unamortized discount of liability component | (16,587,000) | (20,221,000) | ||||
Unamortized debt issuance costs | $ (4,200,000) | |||||
Net carrying amount of liability component | 148,469,000 | 144,340,000 | ||||
Less: current portion | 0 | 0 | ||||
Long-term debt | 148,469,000 | 144,340,000 | ||||
Carrying value of equity component, net of issuance costs | 29,211,000 | 29,211,000 | $ 30,700,000 | |||
Fair value of outstanding Convertible Senior Notes | $ 253,765,000 | $ 165,223,000 | ||||
Remaining amortization period of discount on the liability component | 3 years 3 months | 4 years | 6 years | |||
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 | $ (2,258,000) | $ (2,753,000) | ||||
Subsequent Event [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Applicable base loan rate | 1.50% | 2.50% | ||||
Debt Instrument, Interest Rate, Stated Percentage, Initial Applicable Base Loan Rate | 2.50% | |||||
Line of Credit Facility, Commitment Fee Percentage | 0.10% | |||||
Line of credit facility, maximum borrowing capacity | $ 25,000,000 | |||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.50% |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
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) | 99,669 | |||
Common stock issued due to exercise of stock options (in shares) | 954,527 | |||
Common stock issued in connection with employee stock purchase plan (in shares) | 58,099 | |||
Proceeds from issuance of common stock | $ 4,821 | $ 15,246 | ||
Repurchase of common stock, shares (in shares) | 1,152,386 | 0 | ||
Repurchase of common stock | $ 19,600 | |||
Shares Paid for Tax Withholding for Share Based Compensation (in shares) | 25,079 | 25,699 | ||
Payments related to tax withholding for share-based compensation | 400 | $ 500 | ||
Stock repurchase program, remaining authorized repurchase amount | $ 35,000 | 35,000 | ||
Share-based compensation expense recognized | 1,879 | 5,820 | 5,938 | $ 1,734 |
Stock options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense recognized | 1,000 | $ 3,500 | 3,100 | 1,100 |
Total unrecognized compensation expense related to non-vested stock options | $ 5,300 | $ 5,300 | ||
Expected weighted-average period of recognition for unrecognized compensation expense | 2 years 1 month 9 days | |||
Weighted-average grant date fair value of stock options granted (in usd per share) | $ 5.97 | $ 8.71 | ||
Stock options granted (in shares) | 253,844 | 670,733 | ||
Restricted stock [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share-based compensation expense recognized | $ 900 | $ 2,300 | $ 2,800 | $ 600 |
Expected weighted-average period of recognition for unrecognized compensation expense | 2 years 5 months | |||
Total unrecognized compensation expense related to non-vested restricted stock | $ 6,100 | $ 6,100 | ||
Weighted-average grant date fair value of stock options granted (in usd per share) | $ 16.06 | $ 21.61 | ||
Stock options granted (in shares) | 182,425 | 335,716 |
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, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 1,879 | $ 5,820 | $ 5,938 | $ 1,734 |
Cost of sales [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 117 | 498 | 354 | 129 |
Research and development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 396 | 1,006 | 1,212 | 365 |
Sales and marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | 434 | 645 | 1,341 | 376 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Total stock-based compensation expense | $ 932 | $ 3,671 | $ 3,031 | $ 864 |
Stockholders' Equity - Estimate
Stockholders' Equity - Estimated Fair Value of Each Stock Option Award (Detail) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2017 | |
Equity [Abstract] | ||
Risk-free interest rate | 1.47% | 2.31% |
Expected option life (in years) | 6 years 7 months 2 days | 6 years 7 months 18 days |
Volatility rate | 36.00% | 36.00% |
Dividend rate | 0.00% | 0.00% |
Industry and Geographic Infor39
Industry and Geographic Information - Additional Information (Detail) $ in Millions | 3 Months Ended | 9 Months Ended | 12 Months Ended |
Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($)Segment | Dec. 31, 2016USD ($) | |
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 | $ 21.6 | |
Accounts receivable | $ 4.7 | $ 6.8 | |
Customer Concentration Risk [Member] | Sales [Member] | |||
Revenue, Major Customer [Line Items] | |||
Percentage of risk concentration by major customer | 43.00% | 55.00% | |
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 | $ 34.2 | $ 13.9 | |
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 Infor40
Industry and Geographic Information - Sales to Individual Customers in Excess of 10% of Total Revenues (Detail) - Sales [Member] | 3 Months Ended | 9 Months Ended |
Sep. 30, 2016 | Sep. 30, 2017 | |
Revenue, Major Customer [Line Items] | ||
Sales percentage | 10.00% | |
Customer Concentration Risk [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 43.00% | 55.00% |
Customer Concentration Risk [Member] | Customer A [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 16.00% | 21.00% |
Customer Concentration Risk [Member] | Customer B [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 14.00% | 21.00% |
Customer Concentration Risk [Member] | Customer C [Member] | ||
Revenue, Major Customer [Line Items] | ||
Sales percentage | 13.00% | 13.00% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Sale Leaseback Transaction [Line Items] | |||||
Accrued in other current liabilities | $ 9,061 | $ 9,061 | $ 4,999 | ||
Company had royalty and license expenses relating to those agreements | 200 | $ 600 | 500 | $ 100 | |
Claims and litigation [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Accrued in other current liabilities | 0 | 0 | |||
Research and Development Agreements [Member] | |||||
Sale Leaseback Transaction [Line Items] | |||||
Current commitments | $ 400 | $ 400 | $ 2,300 |
Fair Value Measurements - Asset
Fair Value Measurements - Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) | Sep. 30, 2017 | Dec. 31, 2016 |
Assets: | ||
Total assets measured at fair value | $ 0 | $ 133,540,000 |
Liabilities: | ||
Total liabilities measured at fair value | 4,680,000 | 5,175,000 |
Money Market Funds [Member] | ||
Assets: | ||
Cash Equivalents, at Carrying Value | 0 | 133,540,000 |
Contingent consideration [Member] | ||
Liabilities: | ||
Total liabilities measured at fair value | 4,680,000 | 5,175,000 |
Level 1 [Member] | ||
Assets: | ||
Total assets measured at fair value | 0 | 133,540,000 |
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 1 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash Equivalents, at Carrying Value | 0 | 133,540,000 |
Level 1 [Member] | Contingent consideration [Member] | ||
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 [Member] | ||
Assets: | ||
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 2 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash Equivalents, at Carrying Value | 0 | 0 |
Level 2 [Member] | Contingent consideration [Member] | ||
Liabilities: | ||
Total liabilities measured at fair value | 0 | 0 |
Level 3 [Member] | ||
Assets: | ||
Total assets measured at fair value | 0 | 0 |
Liabilities: | ||
Total liabilities measured at fair value | 4,680,000 | 5,175,000 |
Level 3 [Member] | Money Market Funds [Member] | ||
Assets: | ||
Cash Equivalents, at Carrying Value | 0 | 0 |
Level 3 [Member] | Contingent consideration [Member] | ||
Liabilities: | ||
Total liabilities measured at fair value | $ 4,680,000 | $ 5,175,000 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Transfer of assets and liabilities between levels | $ 0 | |
Money Market Funds [Member] | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Cash Equivalents, at Carrying Value | 0 | $ 133,540,000 |
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 | $ 0 | $ 133,540,000 |
Fair Value Measurements - Chang
Fair Value Measurements - Changes in Estimated Fair Value of Contingent Consideration Liabilities (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Dec. 31, 2016 | |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2016 | $ 4,680 | $ 5,175 |
Level 3 [Member] | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward] | ||
Balance at December 31, 2016 | 4,680 | $ 5,175 |
Cash payments | (498) | |
Unrealized loss on foreign currency translation | 3 | |
Balance at October 1, 2017 | $ 4,680 |
Acquisition (Detail)
Acquisition (Detail) - USD ($) $ in Thousands | May 16, 2017 | Sep. 30, 2017 | Dec. 31, 2016 |
Business Acquisition [Line Items] | |||
Goodwill | $ 91,433 | $ 83,834 | |
RPS Diagnostics [Member] | |||
Business Acquisition [Line Items] | |||
Payments to acquire businesses | $ 13,700 | ||
Goodwill | 7,600 | ||
Technology-Based Intangible Assets [Member] | RPS Diagnostics [Member] | |||
Business Acquisition [Line Items] | |||
Purchased technology | $ 6,100 |
Subsequent Event (Details)
Subsequent Event (Details) - Subsequent Event [Member] $ in Millions | 3 Months Ended | |
Dec. 31, 2017USD ($) | Oct. 06, 2017USD ($)payment | |
Subsequent Event [Line Items] | ||
Secured debt | $ 245 | |
Triage Business [Member] | ||
Subsequent Event [Line Items] | ||
Payments to acquire businesses | $ 400 | |
Installments Of Eight Million [Member] | BNP Business [Member] | ||
Subsequent Event [Line Items] | ||
Consideration | $ 40 | |
Number of installment payments | payment | 5 | |
Amount of installment payment | $ 8 | |
Installments Of Forty Million [Member] | BNP Business [Member] | ||
Subsequent Event [Line Items] | ||
Consideration | $ 240 | |
Number of installment payments | payment | 6 | |
Amount of installment payment | $ 40 |