We could not find any results for:
Make sure your spelling is correct or try broadening your search.
Share Name | Share Symbol | Market | Type |
---|---|---|---|
QuidelOrtho Corporation | NASDAQ:QDEL | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
2.54 | 6.40% | 42.22 | 40.52 | 43.00 | 43.07 | 39.10 | 41.57 | 1,715,416 | 21:48:06 |
|
x
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Delaware
|
|
94-2573850
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification No.)
|
|
|
|
|
|
|
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
ASSETS
|
|
|
|
||||
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
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
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
|
|
||
Commitments and contingencies (see Note 9)
|
|
|
|
||||
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
|
—
|
|
|
—
|
|
||
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
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Total revenues
|
$
|
50,894
|
|
|
$
|
49,341
|
|
|
$
|
162,853
|
|
|
$
|
138,795
|
|
Costs and expenses
|
|
|
|
|
|
|
|
||||||||
Cost of sales (excludes amortization of intangible assets of $1,877, $1,590, $5,122 and $4,770, respectively)
|
19,391
|
|
|
17,728
|
|
|
60,716
|
|
|
54,295
|
|
||||
Research and development
|
7,468
|
|
|
8,801
|
|
|
22,970
|
|
|
31,164
|
|
||||
Sales and marketing
|
12,898
|
|
|
11,853
|
|
|
38,813
|
|
|
36,376
|
|
||||
General and administrative
|
6,580
|
|
|
6,364
|
|
|
20,483
|
|
|
19,964
|
|
||||
Amortization of intangible assets from acquired businesses and technology
|
2,503
|
|
|
2,273
|
|
|
7,184
|
|
|
6,782
|
|
||||
Acquisition and integration costs
|
4,591
|
|
|
197
|
|
|
7,022
|
|
|
568
|
|
||||
Total costs and expenses
|
53,431
|
|
|
47,216
|
|
|
157,188
|
|
|
149,149
|
|
||||
Operating (loss) income
|
(2,537
|
)
|
|
2,125
|
|
|
5,665
|
|
|
(10,354
|
)
|
||||
Interest expense, net
|
(2,784
|
)
|
|
(3,006
|
)
|
|
(8,387
|
)
|
|
(8,619
|
)
|
||||
Loss before income taxes
|
(5,321
|
)
|
|
(881
|
)
|
|
(2,722
|
)
|
|
(18,973
|
)
|
||||
Provision (benefit) for income taxes
|
204
|
|
|
(309
|
)
|
|
355
|
|
|
(7,115
|
)
|
||||
Net loss
|
$
|
(5,525
|
)
|
|
$
|
(572
|
)
|
|
$
|
(3,077
|
)
|
|
$
|
(11,858
|
)
|
Basic and diluted loss per share
|
$
|
(0.16
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.09
|
)
|
|
$
|
(0.36
|
)
|
Shares used in basic and diluted per share calculation
|
33,913
|
|
|
32,673
|
|
|
33,538
|
|
|
32,645
|
|
|
Three months ended
September 30, |
|
Nine months ended
September 30, |
||||||||||||
|
2017
|
|
2016
|
|
2017
|
|
2016
|
||||||||
Net loss
|
$
|
(5,525
|
)
|
|
$
|
(572
|
)
|
|
$
|
(3,077
|
)
|
|
$
|
(11,858
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
|
||||||||
Changes in cumulative translation adjustment
|
14
|
|
|
3
|
|
|
49
|
|
|
1
|
|
||||
Comprehensive loss
|
$
|
(5,511
|
)
|
|
$
|
(569
|
)
|
|
$
|
(3,028
|
)
|
|
$
|
(11,857
|
)
|
|
Nine months ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
OPERATING ACTIVITIES:
|
|
|
|
||||
Net loss
|
$
|
(3,077
|
)
|
|
$
|
(11,858
|
)
|
Adjustments to reconcile net loss to net cash provided by (used for) operating activities:
|
|
|
|
||||
Depreciation, amortization and other
|
17,813
|
|
|
17,597
|
|
||
Stock-based compensation expense
|
5,938
|
|
|
5,820
|
|
||
Amortization of debt discount and deferred issuance costs
|
4,129
|
|
|
4,266
|
|
||
Change in deferred tax assets and liabilities
|
101
|
|
|
(7,375
|
)
|
||
Change in fair value of acquisition contingencies
|
—
|
|
|
(589
|
)
|
||
Gain on extinguishment of Convertible Senior Notes
|
—
|
|
|
(421
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable
|
(16,582
|
)
|
|
(7,464
|
)
|
||
Inventories
|
2,751
|
|
|
3,544
|
|
||
Income taxes receivable
|
(1,123
|
)
|
|
(248
|
)
|
||
Prepaid expenses and other current and non-current assets
|
(667
|
)
|
|
(1,047
|
)
|
||
Restricted cash
|
—
|
|
|
63
|
|
||
Accounts payable
|
2,128
|
|
|
984
|
|
||
Accrued payroll and related expenses
|
982
|
|
|
(1,867
|
)
|
||
Income taxes payable
|
78
|
|
|
(12
|
)
|
||
Deferred grant revenue
|
—
|
|
|
(3,658
|
)
|
||
Other current and non-current liabilities
|
4,013
|
|
|
(2,541
|
)
|
||
Net cash provided by (used for) operating activities:
|
16,484
|
|
|
(4,806
|
)
|
||
INVESTING ACTIVITIES:
|
|
|
|
||||
Acquisitions of property, equipment and intangibles
|
(12,767
|
)
|
|
(7,860
|
)
|
||
Acquisition of businesses, net of cash acquired
|
(14,388
|
)
|
|
(5,061
|
)
|
||
Net cash used for investing activities:
|
(27,155
|
)
|
|
(12,921
|
)
|
||
FINANCING ACTIVITIES:
|
|
|
|
||||
Payments on lease obligation
|
(70
|
)
|
|
(433
|
)
|
||
Repurchases of common stock
|
(541
|
)
|
|
(20,096
|
)
|
||
Repurchases of Convertible Senior Notes
|
—
|
|
|
(4,459
|
)
|
||
Proceeds from issuance of common stock
|
15,246
|
|
|
4,821
|
|
||
Payments on acquisition contingencies
|
(498
|
)
|
|
(207
|
)
|
||
Net cash provided by (used for) financing activities:
|
14,137
|
|
|
(20,374
|
)
|
||
Effect of exchange rates on cash
|
20
|
|
|
(7
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
3,486
|
|
|
(38,108
|
)
|
||
Cash and cash equivalents, beginning of period
|
169,508
|
|
|
191,471
|
|
||
Cash and cash equivalents, end of period
|
$
|
172,994
|
|
|
$
|
153,363
|
|
|
Nine months ended
September 30, |
||||||
|
2017
|
|
2016
|
||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
|
|
|
|
||||
Cash paid for interest
|
$
|
3,279
|
|
|
$
|
3,331
|
|
Income taxes paid
|
$
|
1,259
|
|
|
$
|
459
|
|
NON-CASH INVESTING ACTIVITIES:
|
|
|
|
||||
Purchase of property, equipment and intangibles by incurring current liabilities
|
$
|
653
|
|
|
$
|
1,866
|
|
NON-CASH FINANCING ACTIVITIES:
|
|
|
|
||||
Reduction of other current liabilities upon issuance of restricted share units
|
$
|
903
|
|
|
$
|
539
|
|
•
|
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.
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
|
|
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
|
—
|
%
|
|
—
|
%
|
|
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
|
|
|
Contingent consideration liabilities
(Level 3 measurement) |
||
Balance at December 31, 2016
|
$
|
5,175
|
|
Cash payments
|
(498
|
)
|
|
Unrealized loss on foreign currency translation
|
3
|
|
|
Balance at September 30, 2017
|
$
|
4,680
|
|
|
For the three months ended
|
|
|
|
|
|||||||||
September 30,
|
|
Increase (Decrease)
|
||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Immunoassays
|
$
|
36,458
|
|
|
$
|
30,573
|
|
|
$
|
5,885
|
|
|
19
|
%
|
Molecular
|
2,781
|
|
|
2,469
|
|
|
312
|
|
|
13
|
%
|
|||
Virology
|
8,830
|
|
|
9,354
|
|
|
(524
|
)
|
|
(6
|
)%
|
|||
Specialty products
|
2,557
|
|
|
2,721
|
|
|
(164
|
)
|
|
(6
|
)%
|
|||
Royalties, grants and other
|
268
|
|
|
4,224
|
|
|
(3,956
|
)
|
|
(94
|
)%
|
|||
Total revenues
|
$
|
50,894
|
|
|
$
|
49,341
|
|
|
$
|
1,553
|
|
|
3
|
%
|
|
For the three months ended September 30,
|
|
|
|
|
|||||||||||||||
|
2017
|
|
2016
|
|
|
|
|
|||||||||||||
|
Operating
expenses |
|
As a % of
total revenues |
|
Operating
expenses |
|
As a % of
total revenues |
|
Increase (Decrease)
|
|||||||||||
|
$
|
|
%
|
|||||||||||||||||
Research and development
|
$
|
7,468
|
|
|
15
|
%
|
|
$
|
8,801
|
|
|
18
|
%
|
|
$
|
(1,333
|
)
|
|
(15
|
)%
|
Sales and marketing
|
$
|
12,898
|
|
|
25
|
%
|
|
$
|
11,853
|
|
|
24
|
%
|
|
$
|
1,045
|
|
|
9
|
%
|
General and administrative
|
$
|
6,580
|
|
|
13
|
%
|
|
$
|
6,364
|
|
|
13
|
%
|
|
$
|
216
|
|
|
3
|
%
|
Amortization of intangible assets from acquired businesses and technology
|
$
|
2,503
|
|
|
5
|
%
|
|
$
|
2,273
|
|
|
5
|
%
|
|
$
|
230
|
|
|
10
|
%
|
Acquisition and integration costs
|
$
|
4,591
|
|
|
9
|
%
|
|
$
|
197
|
|
|
0
|
%
|
|
$
|
4,394
|
|
|
2,230
|
%
|
|
For the nine months ended
|
|
|
|
|
|||||||||
September 30,
|
|
Increase (Decrease)
|
||||||||||||
|
2017
|
|
2016
|
|
$
|
|
%
|
|||||||
Immunoassays
|
$
|
115,974
|
|
|
$
|
84,924
|
|
|
$
|
31,050
|
|
|
37
|
%
|
Molecular
|
9,148
|
|
|
6,813
|
|
|
2,335
|
|
|
34
|
%
|
|||
Virology
|
28,044
|
|
|
30,055
|
|
|
(2,011
|
)
|
|
(7
|
)%
|
|||
Specialty products
|
8,212
|
|
|
8,387
|
|
|
(175
|
)
|
|
(2
|
)%
|
|||
Royalties, grants and other
|
1,475
|
|
|
8,616
|
|
|
(7,141
|
)
|
|
(83
|
)%
|
|||
Total revenues
|
$
|
162,853
|
|
|
$
|
138,795
|
|
|
$
|
24,058
|
|
|
17
|
%
|
|
For the nine months ended September 30,
|
|
|
|
|
|||||||||||||
|
2017
|
|
2016
|
|
|
|
|
|||||||||||
|
Operating
expenses |
|
As a % of
total revenues |
|
Operating
expenses |
|
As a % of
total revenues |
|
Increase (Decrease)
|
|||||||||
|
$
|
|
%
|
|||||||||||||||
Research and development
|
22,970
|
|
|
14
|
%
|
|
31,164
|
|
|
22
|
%
|
|
$
|
(8,194
|
)
|
|
(26
|
)%
|
Sales and marketing
|
38,813
|
|
|
24
|
%
|
|
36,376
|
|
|
26
|
%
|
|
$
|
2,437
|
|
|
7
|
%
|
General and administrative
|
20,483
|
|
|
13
|
%
|
|
19,964
|
|
|
14
|
%
|
|
$
|
519
|
|
|
3
|
%
|
Amortization of intangible assets from acquired businesses and technology
|
7,184
|
|
|
4
|
%
|
|
6,782
|
|
|
5
|
%
|
|
$
|
402
|
|
|
6
|
%
|
Acquisition and integration costs
|
7,022
|
|
|
4
|
%
|
|
568
|
|
|
0
|
%
|
|
$
|
6,454
|
|
|
1,136
|
%
|
|
September 30, 2017
|
|
December 31, 2016
|
||||
Cash and cash equivalents
|
$
|
172,994
|
|
|
$
|
169,508
|
|
Working capital including cash and cash equivalents
|
$
|
205,540
|
|
|
$
|
191,782
|
|
•
|
support of commercialization efforts related to our current and future products, including support of our direct sales force and field support resources both in the United States and abroad;
|
•
|
repayments of our Convertible Senior Notes, Senior Credit Facility and lease obligations;
|
•
|
the continued advancement of research and development efforts;
|
•
|
acquisitions of equipment and other fixed assets for use in our current and future manufacturing and research and development facilities;
|
•
|
the integration of our recent strategic acquisitions and investments; and
|
•
|
potential strategic acquisitions and investments.
|
•
|
our ability to successfully integrate our recently acquired businesses and realize revenue growth from our new technologies and create innovative products in our markets;
|
•
|
our outstanding debt and covenant restrictions;
|
•
|
leveraging our operating expenses to realize operating profits as we grow revenue;
|
•
|
competing technological and market developments; and
|
•
|
the need to enter into collaborations with other companies or acquire other companies or technologies to enhance or complement our product and service offerings.
|
|
Nine months ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
Net cash provided by (used for) operating activities:
|
$
|
16,484
|
|
|
$
|
(4,806
|
)
|
Net cash used for investing activities:
|
(27,155
|
)
|
|
(12,921
|
)
|
||
Net cash provided by (used for) financing activities:
|
14,137
|
|
|
(20,374
|
)
|
||
Effect of exchange rates on cash
|
20
|
|
|
(7
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
$
|
3,486
|
|
|
$
|
(38,108
|
)
|
•
|
we may be unable to successfully transition and integrate the businesses, and we may experience business interruptions during transition and integration;
|
•
|
we may not realize the anticipated benefits of the acquisitions, including those anticipated to arise from reducing costs, making product and process improvements and developing new products;
|
•
|
we may lose management personnel and other key employees and be unable to attract and retain such personnel and employees;
|
•
|
management's attention and our other resources may be focused on integration activities instead of on day-to-day management activities, including pursuing other beneficial opportunities;
|
•
|
we may incur substantial unexpected integration or transition related costs;
|
•
|
the deferred consideration payable to Alere for the BNP Business will be payable even if BNP sales are significantly reduced, or even terminate, whether as a result of the introduction of a competing product or otherwise, and such payment obligations may significantly exceed the revenues from such business;
|
•
|
we may not be able to successfully or efficiently manage our foreign expansion, and the acquired businesses will increase our exposure and risks related to foreign markets;
|
•
|
we may be subject to claims, litigation, other legal proceedings and liabilities and damages in connection with the businesses and assets acquired in the acquisitions, some of which may not be covered in full, if at all, by the indemnification provisions provided for in the acquisition agreements, and even if indemnified, may be disruptive to our business;
|
•
|
we may not be able to receive required regulatory approvals or clearances relating to the acquired businesses, the acquired products, or may lose previously received regulatory approvals or clearances;
|
•
|
in certain international markets, the marketing authorizations to sell the acquired products will continue to be held by Alere post-closing until the authorizations can be transferred to us through the applicable regulatory process, and such deferred closings have additional risks, including:
|
•
|
we may not timely receive such authorizations, if at all, or may encounter unexpected difficulties and costs in receiving the authorizations;
|
•
|
we may have less control over the acquired businesses until the deferred closings;
|
•
|
completion of the acquisitions may trigger assignment or other provisions in certain commercial contracts to which Alere was a party, such that counterparties may potentially have the right to terminate the contracts; and
|
•
|
launching branding or rebranding initiatives may involve substantial costs and may not be favorably received by customers.
|
•
|
our ability to obtain additional financing in the future for working capital, capital expenditures, acquisitions and general corporate purposes may be impaired;
|
•
|
a significant portion of our cash flow from operating activities must be dedicated to the payment of our debt, which reduces the funds available to us for our operations and may limit our ability to engage in acts that may be in our long-term best interests;
|
•
|
some of our debt is and will continue to be at variable rates of interest, which may result in higher interest expense in the event of increases in market interest rates;
|
•
|
our debt agreements may contain, and any agreements to refinance our debt likely will contain, financial and restrictive covenants, and our failure to comply with them may result in an event of default which if not cured or waived, could have a material adverse effect on us;
|
•
|
our level of indebtedness will increase our vulnerability to, and reduce our flexibility to respond to, general economic downturns and adverse industry and business conditions;
|
•
|
as our long-term debt ages, we may need to renegotiate or repay such debt or seek additional financing;
|
•
|
to the extent the debt we incur requires collateral to secure such indebtedness, our assets could be at risk and our flexibility related to such assets could be limited;
|
•
|
our debt service obligations could limit our flexibility in planning for, or reacting to, changes in our business and industry; and
|
•
|
our level of indebtedness may place us at a competitive disadvantage relative to less leveraged competitors.
|
•
|
incur additional debt, including guarantees;
|
•
|
allow other liens on our property;
|
•
|
make certain investments and acquisitions;
|
•
|
sell or otherwise dispose of assets;
|
•
|
engage in mergers or consolidations or allow a change in control to occur;
|
•
|
make distributions to our stockholders;
|
•
|
engage in restructuring activities;
|
•
|
enter into transaction with affiliates;
|
•
|
prepay or amend other indebtedness;
|
•
|
engage in certain sale and leaseback transactions; and
|
•
|
issue or repurchase stock or other securities.
|
Period
|
|
Total number
of shares
purchased (1)
|
|
Average
price paid
per share
|
|
Total number
of shares purchased
as part of publicly
announced plans or programs
|
|
Approximate dollar
value of shares that
may yet be
purchased
under the plans or programs (2)
|
||||||
July 3, 2017 - July 30, 2017
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
35,006,981
|
|
July 31, 2017 - August 27, 2017
|
|
1,500
|
|
|
35.04
|
|
|
—
|
|
|
35,006,981
|
|
||
August 28, 2017 - October 1, 2017
|
|
—
|
|
|
—
|
|
|
—
|
|
|
35,006,981
|
|
||
Total
|
|
1,500
|
|
|
$
|
35.04
|
|
|
—
|
|
|
$
|
35,006,981
|
|
|
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Presentation Linkbase Document
|
|
|
Date: November 2, 2017
|
QUIDEL CORPORATION
|
|
|
|
/s/ DOUGLAS C. BRYANT
|
|
Douglas C. Bryant
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
|
|
|
/s/ RANDALL J. STEWARD
|
|
Randall J. Steward
|
|
Chief Financial Officer
(Principal Financial Officer)
|
Exhibit
Number |
|
|
3.1
|
|
|
3.2
|
|
|
3.3
|
|
|
4.1
|
|
|
10.1
|
|
|
10.2
|
|
|
10.3
|
|
|
31.1*
|
|
|
31.2*
|
|
|
32.1**
|
|
|
101.INS*
|
|
XBRL Instance Document
|
101.SCH*
|
|
XBRL Taxonomy Extension Schema Document
|
101.CAL*
|
|
XBRL Taxonomy Calculation Linkbase Document
|
101.DEF*
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
101.LAB*
|
|
XBRL Taxonomy Label Linkbase Document
|
101.PRE*
|
|
XBRL Taxonomy Presentation Linkbase Document
|
1 Year QuidelOrtho Chart |
1 Month QuidelOrtho Chart |
It looks like you are not logged in. Click the button below to log in and keep track of your recent history.
Support: +44 (0) 203 8794 460 | support@advfn.com
By accessing the services available at ADVFN you are agreeing to be bound by ADVFN's Terms & Conditions