In this Quarterly Report, all references to "we," "our" and "us" refer to Quidel
Corporation and its subsidiaries.
Future Uncertainties and Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of the federal securities laws that involve material risks,
assumptions and uncertainties. Many possible events or factors could affect our
future financial results and performance, such that our actual results and
performance may differ materially from those that may be described or implied in
the forward-looking statements. As such, no forward-looking statement can be
guaranteed. Differences in actual results and performance may arise as a result
of a number of factors including, without limitation: the impact of the novel
virus (COVID-19) global pandemic; adverse changes in competitive conditions, the
reimbursement system currently in place and future changes to that system,
changes in economic conditions in our domestic and international markets, lower
than anticipated market penetration of our products, our reliance on sales of
our influenza and other respiratory or novel virus diagnostic tests,
fluctuations in our operating results resulting from the timing of the onset,
length and severity of cold and flu seasons, seasonality, government and media
attention focused on influenza and other respiratory or novel viruses and the
related potential impact on humans from such viruses, the quantity of our
product in our distributors' inventory or distribution channels, changes in the
buying patterns of our distributors, and changes in the healthcare market and
consolidation of our customer base; our development, acquisition and protection
of proprietary technology rights; our development of new technologies, products
and markets; our reliance on a limited number of key distributors; our exposure
to claims and litigation that could result in significant expenses and could
ultimately result in an unfavorable outcome for us, including the ongoing
litigation between us and Beckman Coulter, Inc.; intellectual property risks,
including but not limited to, infringement litigation; our need for additional
funds to finance our capital or operating needs; the financial soundness of our
customers and suppliers; acceptance of our products among physicians and other
healthcare providers; competition with other providers of diagnostic products;
failures or delays in receipt of new product reviews or related to
currently-marketed products by the U.S. Food and Drug Administration (the "FDA")
or other regulatory authorities or loss of any previously received regulatory
approvals or clearances or other adverse actions by regulatory authorities;
changes in government policies; costs of and adverse operational impact from
failure to comply with government regulations in addition to FDA regulations;
compliance with government regulations relating to the handling, storage and
disposal of hazardous substances; third-party reimbursement policies and
potential cost constraints; our failure to comply with laws and regulations
relating to billing and payment for healthcare services; our ability to meet
demand for our products; interruptions in our supply of raw materials; product
defects; business risks not covered by insurance; costs and disruptions from
failures in our information technology and storage systems; our exposure to data
corruption, cyber-based attacks, security breaches and privacy violations;
competition for and loss of management and key personnel; international risks,
including but not limited to, compliance with product registration requirements,
compliance with legal requirements, tariffs, exposure to currency exchange
fluctuations and foreign currency exchange risk, longer payment cycles, lower
selling prices and greater difficulty in collecting accounts receivable, reduced
protection of intellectual property rights, social, political and economic
instability, increased financial accounting and reporting burdens and
complexities, taxes, and diversion of lower priced international products into
U.S. markets; changes in tax rates and exposure to additional tax liabilities or
assessments; our ability to identify and successfully acquire and integrate
potential acquisition targets; risks relating to our acquisition and integration
of the Triage MeterPro Cardiovascular and toxicology business and B-type
Naturietic Peptide assay business (the "Triage and BNP Businesses"); that we may
have to write off goodwill relating to our acquisitions; our ability to manage
our growth strategy and identify and integrate acquired companies or
technologies and our ability to obtain financing; the level of our indebtedness
and deferred payment obligations; our ability to generate sufficient cash to
meet our debt service and deferred and contingent payment obligations; that our
Revolving Credit Facility is secured by substantially all of our assets; the
agreements for our indebtedness place operating and financial restrictions on us
and our ability to operate our business; that an event of default could trigger
acceleration of our outstanding indebtedness; that we may incur additional
indebtedness; increases in interest rate relating to our variable rate debt;
dilution resulting from future sales of our equity; volatility in our stock
price; provisions in our charter documents, Delaware law and the indenture
governing our Convertible Senior Notes that might delay or impede stockholder
actions with respect to business combinations or similar transactions; and our
intention of not paying dividends. Forward-looking statements typically are
identified by the use of terms such as "may," "will," "should," "might,"
"expect," "anticipate," "estimate," "plan," "intend," "goal," "project,"
"strategy," "future," and similar words, although some forward-looking
statements are expressed differently. Forward-looking statements in this
Quarterly Report include, among others, statements concerning: our outlook for
the remainder of 2020 regarding our strategy, revenue growth, gross margins and
earnings, including the sources of expected growth; our strategy for the
remainder of 2020, including research and development activities and emphasis
and our production capacity expansion; that we expect to continue to make
substantial expenditures for research and development activities; the nature and
amount of projected capital expenditures for the remainder of 2020 and our
source of funds for such expenditures; the sufficiency of our liquidity and
capital resources; our strategy, goals, initiatives and objectives; our
strategy, exposure to, and defenses against, claims and litigation, including
the pending litigation with Beckman; the sufficiency of our liquidity and
                                       19
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our short-term needs for capital; the sufficiency of our insurance coverage;
that we may incur additional debt or issue additional equity; and our intention
to continue to evaluate technology, product lines and acquisition and licensing
opportunities. The risks described under "Risk Factors" in Item 1A Part II of
this quarterly report on Form 10-Q and item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2019, and elsewhere herein and in reports and
registration statements that we file with the Securities and Exchange Commission
(the "SEC") from time to time, should be carefully considered. You are cautioned
not to place undue reliance on these forward-looking statements, which reflect
management's analysis only as of the date of this Quarterly Report. Except as
required by law, we undertake no obligation to publicly release the results of
any revision or update of these forward-looking statements, whether as a result
of new information, future events or otherwise.
The following should be read in conjunction with the Consolidated Financial
Statements and Notes thereto beginning on page 3 of this Quarterly Report.
Overview
We have a leadership position in the development, manufacturing and marketing of
rapid diagnostic testing solutions. These diagnostic testing solutions are
separated into our four product categories: rapid immunoassay, cardiometabolic
immunoassay, specialized diagnostic solutions and molecular diagnostic
solutions. We sell our products directly to end users and distributors, in each
case, for professional use in physician offices, hospitals, clinical
laboratories, reference laboratories, urgent care clinics, leading universities,
retail clinics, pharmacies and wellness screening centers. We market our
products through a network of distributors and through a direct sales force. We
operate in one business segment that develops, manufactures and markets our four
product categories.
Impact of COVID-19 Pandemic
Events surrounding the SARS-CoV-2 virus that emerged in Wuhan, China in late
2019 and the ensuing global pandemic has had a dramatic impact on businesses
globally and our business as well. The severity and duration of the pandemic and
economic repercussions of the virus and government actions in response to the
pandemic remain uncertain and will ultimately depend on many factors, including
the speed and effectiveness of the containment efforts throughout the world, the
duration and spread of the virus, as well as potential seasonality of new
outbreaks.
In the United States, federal, state, and local government directives and
policies have been put in place to manage public health concerns and address the
economic impacts, including sharply reduced business activity, increased
unemployment, and overall uncertainty presented by this new healthcare
challenge. Similar actions have been taken by governments around the world.
While all our sites are currently operational globally, our facilities could be
required to temporarily curtail production levels or temporarily cease
operations based on government mandates or as a result of the pandemic. To
mitigate risks, we continue to evaluate the nature and extent COVID-19 may have
to our business and operations and adjust risk mitigation planning and business
continuity activities as needed.
New SARS-CoV-2 Diagnostic Products
As a leader in point-of-care diagnostics and respiratory infectious disease
diagnostics, we are well-positioned to respond to the COVID-19 pandemic. We are
working closely with national and local governments, agencies, and industry
partners to develop, manufacture and supply critical diagnostic products to
support governmental testing initiatives to help curb the spread of the
SARS-CoV-2 virus. In particular, we have developed new molecular and antigen
products to diagnose the SARS-CoV-2 virus. We have experienced exceptional
demand for such products.
We expect significant demand for our molecular and antigen assays and
instruments to continue for the near-term at significant levels, especially in
the United States. At the same time, we also have observed decreased demand for
certain of our other diagnostic products, such as cardiometabolic products, in
connection with customers closing or decreasing their operations and/or patients
deferring treatment. We expect this decreased demand to continue for some period
of time. In addition, our non-COVID-19 product development and regulatory
clearances may be delayed as attention remains focused on the pandemic. Notably,
the extent to which COVID-19 will impact demand for our products depends on
future developments, which are highly uncertain and very difficult to predict,
including new information that may emerge concerning the severity of the
coronavirus and actions to contain and treat its impacts.
Operations and Employee Safety
While many governments have implemented lockdown and shelter-in-place orders,
requiring non-essential businesses to shut down operations, our business is
deemed "essential" and we have continued to operate and manufacture and
distribute products to customers. We have implemented preparedness plans
designed to help protect the safety of our employees and
                                       20
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maintain operational continuity with an emphasis on manufacturing, product
distribution and product development during this crisis. To date, we have been
able to maintain our operations without significant interruption and have been
able to develop and quickly scale manufacturing capacity for new SARS-CoV-2
products.
To mitigate the pandemic's impact, we have transitioned non-essential employees
to work remotely, and have implemented preventative protocols intended to help
safeguard our on-site employees and maintain business continuity in the event
government restrictions or severe outbreaks impact our operations at certain
sites. We have also enhanced cleaning and sanitizing procedures, provided
additional personal hygiene supplies and protective equipment to personnel,
implemented health screening, limited access to facilities to outside persons
who are not critical to continuing our operations, trained employees on
guidelines for social distancing and face coverings and isolation and quarantine
of personnel as we deem appropriate given the facts, circumstances and
applicable laws or regulations. These measures have created additional burdens
on our infrastructure and information technology systems and may result in
decreased productivity and increased operating costs. However, the various
responses we have put in place have to date resulted in limited disruption to
our normal business operations.
We remain committed to the health and safety of our employees and communities
and are seeking to slow the spread of COVID-19. However, as the pandemic
continues to spread over time, there is an increased risk of employee
absenteeism and if a significant number of our employees are unable to perform
their duties for a period of time, we may experience difficulties in operating
one or more of our facilities which could adversely impact our financial
results.
Supply Chains
As a result of the COVID-19 pandemic, we have seen delays and allocations of
certain raw materials and components for our products, but to date such supply
disruptions have resulted in minimal disruption to our business operations.
However, we are continuously evaluating our supply chain to identify potential
gaps and have taken steps intended to ensure continuity. We have considered
potential political, legal or regulatory actions that could be taken as a result
of the pandemic in jurisdictions where we manufacture, source or distribute
products that could impact our supply of products to our customers or the
availability of raw materials and components from our suppliers. We cannot
currently predict the frequency, duration or scope of these government actions
and any supply disruptions, and the availability of various products is
dependent on our suppliers, their location and the extent to which they are
impacted by the COVID-19 pandemic. We are proactively working with
manufacturers, industry partners and government agencies to help meet the needs
of our customers during the pandemic.
Recently, our inventory levels have fluctuated in response to supply dynamics
and larger and more frequent customer orders than were originally expected when
contractual arrangements were initiated for our new COVID-19 products. In
response, we have added alternate suppliers for some critical components and
instruments, increased inventory of raw materials needed in our operations,
increased manufacturing capacity and continue to explore opportunities to
further increase manufacturing capacity in our Athens, Ohio and San Diego,
California facilities.
We believe that for the near future, our supply chains supporting our products
should remain intact, providing us sufficient access to key materials needed for
manufacturing. We are also seeking to minimize the impact of delays and secure
allocations of vital raw materials to meet extremely high demand for our
products. However, dependent on the duration and continued intensity of the
current pandemic, we believe it is possible that we may experience some sort of
interruption to our supply chains, and such an interruption could materially
affect our ability to timely manufacture and distribute our products and
unfavorably impact our results of operations depending on the nature and
duration of such interruption.
Outlook
We anticipate continued revenue growth during the remainder of 2020, including a
favorable impact from the sale of testing products related to the COVID-19
pandemic, with a positive impact on gross margin and earnings. We expect to
continue to make significant investment in research and development activities
as we develop our next generation immunoassay and molecular platforms, and
additional assays to be launched on our current platforms, including our recent
focus on the continued development of assays to address the COVID-19 pandemic.
Additionally, we are investing in the expansion of our production capacity in
response to the demand driven by the COVID-19 pandemic. We intend to continue
our focus on prudently managing our business and delivering solid financial
results, while at the same time striving to continue to introduce new products
to the market and maintaining our emphasis on research and development
investments for longer term growth. Finally, we expect to continue to evaluate
opportunities to acquire new product lines, technologies and companies.
                                       21
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Three months ended June 30, 2020 compared to the three months ended June 30,
2019
Total Revenues
The following table compares total revenues for the three months ended June 30,
2020 and 2019 (in thousands, except percentages):
                                                          Three Months Ended
                                                               June 30,                                            Increase (Decrease)
                                                        2020               2019                $                         %
Rapid Immunoassay                                   $  80,606          $  21,772          $ 58,834                                270  %
Cardiometabolic Immunoassay                            54,191             67,982           (13,791)                               -20  %
Specialized Diagnostic Solutions                       11,780             14,286            (2,506)                               -18  %
Molecular Diagnostic Solutions                         55,177              4,212            50,965                              1,210  %
Total revenues                                      $ 201,754          $ 108,252          $ 93,502                                 86  %


For the three months ended June 30, 2020, total revenue increased to $201.8
million from $108.3 million in the prior period. The Rapid Immunoassay category
was the largest contributor to revenue growth, driven by the Sofia SARS Antigen
and influenza assays. Molecular Diagnostic sales increased $51.0 million over
prior year, driven by the Lyra SARS-CoV-2 assays. The decrease in
Cardiometabolic Immunoassay and Specialized Diagnostic Solutions sales was
mainly due to lower demand during the COVID-19 pandemic. Currency exchange rate
impact for the quarter was unfavorable by $0.6 million, which had a negative 1%
impact on the growth rate.
Gross Profit
Gross profit increased to $148.8 million, or 74% of revenue for the three months
ended June 30, 2020, compared to $59.2 million, or 55% of revenue for the three
months ended June 30, 2019. The increased gross profit was driven by the demand
for the new Sofia SARS Antigen and Lyra SARS-CoV-2 products. In addition, higher
volumes contributed to increased manufacturing overhead absorption. Gross margin
improvement versus last year was due to the same factors.
Operating Expenses
The following table compares operating expenses for the three months ended
June 30, 2020 and 2019 (in thousands, except percentages):
                                                                        Three Months Ended
                                                                             June 30,
                                                        2020                                                                  2019
                                        Operating              As a % of              Operating              As a % of                       Increase (Decrease)
                                        expenses            total revenues            expenses            total revenues                                                                   $      %
Research and development               $ 20,970                          10  %       $ 11,723                          11  %       $           9,247                 79  %
Sales and marketing                    $ 27,567                          14  %       $ 26,926                          25  %       $             641                  2  %
General and administrative             $ 15,679                           8  %       $ 12,876                          12  %       $           2,803                 22  %
Acquisition and integration costs      $    872                           -  %       $  1,836                           2  %       $            (964)               -53  %



Research and Development Expense
Research and development expense for the three months ended June 30, 2020
increased from $11.7 million to $21.0 million due primarily to increased
spending on Sofia, Savanna and next-generation platform development projects. We
also incurred higher material and labor costs associated with COVID-19 product
development.
Research and development expenses include direct external costs such as fees
paid to third-party contractors and consultants, and internal direct and
indirect costs such as compensation and other expenses for research and
development personnel, supplies and materials, clinical trials and studies,
facility costs and depreciation.
Sales and Marketing Expense
Sales and marketing expense for the three months ended June 30, 2020 increased
from $26.9 million to $27.6 million due primarily to increased headcount and
higher compensation costs driven by improved performance in the quarter. This
was partially offset by reduced travel, meeting and trade show costs due to the
COVID-19 travel restrictions.
                                       22
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General and Administrative Expense
General and administrative expense for the three months ended June 30, 2020
increased from $12.9 million to $15.7 million compared with the prior year due
to higher compensation costs.
Acquisition and Integration Costs
Acquisition and integration costs of $0.9 million for the three months ended
June 30, 2020 related to the evaluation of new business development
opportunities. Acquisition and integration costs of $1.8 million for the three
months ended June 30, 2019 consisted primarily of global operation integration
costs.
Other Expense, Net
The following table compares Other expense, net, for the three months ended June
30, 2020 and 2019 (in thousands, except percentages):


                                                  Three months ended June 30,                                Increase (decrease)
                                                    2020                 2019                $                     %
Interest and other expense, net               $      (3,467)          $ (4,505)         $ (1,038)                      -23  %
Loss on extinguishment of debt                            -               (748)             (748)                     -100  %
Total other expense, net                      $      (3,467)          $ (5,253)           (1,786)                      -34  %


Interest and other expense, net primarily relates to accretion of interest on
the deferred consideration, coupon and accretion of interest related to our
Convertible Senior Notes and interest and amortization of deferred financing
costs associated with our Credit Agreement. The decrease in interest and other
expense, net of $1.0 million over the prior year was primarily due to lower debt
balances under the Company's Convertible Senior Notes, Revolving Credit Facility
and lower accretion of interest as the total deferred consideration liability
outstanding declined through 2020. Such decrease was partially offset by $1.1
million change in fair value of derivative liabilities associated with
Convertible Senior Notes conversion. See further discussion in Note 5 of the
Notes to the Consolidated Financial Statements in this Quarterly Report. Loss on
extinguishment of debt of $0.7 million for the three months ended June 30, 2019
relates to the extinguishment of $45.4 million in aggregate principal of the
Convertible Senior Notes in exchange for the Company's common stock during the
period.
Income Taxes
For the three months ended June 30, 2020 and 2019, we recognized income tax
expense of $12.5 million and income tax benefit of $0.7 million, respectively.
The higher tax expense for the three months ended June 30, 2020 compared to the
same period in the prior year is a result of higher pre-tax profits and lower
proportional discrete tax benefits recorded in 2020 for excess tax benefits of
stock-based compensation.

Six months ended June 30, 2020 compared to the six months ended June 30, 2019
Total Revenues
The following table compares total revenues for the six months ended June 30,
2020 and 2019 (in thousands, except percentages):
                                                           Six Months Ended
                                                               June 30,                                             Increase (Decrease)
                                                        2020               2019                $                          %
Rapid Immunoassay                                   $ 176,536          $  84,266          $  92,270                                109  %
Cardiometabolic Immunoassay                           108,092            133,854            (25,762)                               -19  %
Specialized Diagnostic Solutions                       28,239             28,140                 99                                  -  %
Molecular Diagnostic Solutions                         63,540              9,960             53,580                                538  %
Total revenues                                      $ 376,407          $ 256,220          $ 120,187                                 47  %


                                       23

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For the six months ended June 30, 2020, total revenue increased to $376.4
million from $256.2 million in the prior year. The Rapid Immunoassay category
was the largest contributor to revenue growth, driven by the Sofia SARS Antigen
and influenza assays. Molecular Diagnostic sales grew $53.6 million over prior
year, driven by the Lyra SARS-CoV-2 assays. The decrease in Cardiometabolic
Immunoassay sales was mainly due to lower demand during the COVID-19 pandemic.
Currency exchange rate impact for the quarter was unfavorable by $1.2 million,
which had a minimal impact on the growth rate.
Gross Profit
Gross profit increased to $263.7 million, or 70% of revenue for the six months
ended June 30, 2020, compared to $150.1 million, or 59% of revenue for the six
months ended June 30, 2019. The increased gross profit was driven by the demand
for the new Sofia SARS Antigen, Lyra SARS-CoV-2 and influenza products, which
drove improved product mix. In addition, higher volumes contributed to increased
manufacturing overhead absorption. Gross margin improved compared to the same
period in the prior year due to the same factors.
Operating Expenses
The following table compares operating expenses for the six months ended June
30, 2020 and 2019 (in thousands, except percentages):
                                                                           Six Months Ended June 30,
                                                              2020                                                                     2019
                                           Operating                    As a % of               Operating              As a % of                            Increase (Decrease)
                                           expenses                   total revenues            expenses             total revenues                                                                           $      %
Research and development                $    37,349                                10  %       $ 25,653                           10  %       $         11,696                          46  %
Sales and marketing                     $    58,305                                15  %       $ 56,515                           22  %       $          1,790                           3  %
General and administrative              $    30,011                                 8  %       $ 26,307                           10  %       $          3,704                          14  %
Acquisition and integration costs       $     2,786                                 1  %       $  4,660                            2  %       $         (1,874)                        -40  %



Research and Development Expense
Research and development expense for the six months ended June 30, 2020
increased from $25.7 million to $37.3 million due primarily to increased
spending on Sofia and next-generation platform development projects, Savanna
instrument development costs, higher labor and material costs associated with
COVID-19 related product development and higher employee-related costs.
Research and development expenses include direct external costs such as fees
paid to consultants, and internal direct and indirect costs such as compensation
and other expenses for research and development personnel, supplies and
materials, clinical trials and studies, facility costs and depreciation.
Sales and Marketing Expense
Sales and marketing expense for the six months ended June 30, 2020 increased
$1.8 million to $58.3 million compared with the prior year, primarily due to
higher employee-related costs, partially offset by reduced travel, meeting and
trade show costs due to the COVID-19 travel restrictions.
General and Administrative Expense
General and administrative expense for the six months ended June 30, 2020
increased from $26.3 million to $30.0 million compared with the prior year
period, due to increased compensation costs from global expansion and improved
performance during the current period. The increase was partially offset by
lower professional service fees incurred in the period.
Acquisition and Integration Costs
Acquisition and integration costs of $2.8 million for the six months ended June
30, 2020 primarily related to the evaluation of new business development
opportunities. Acquisition and integration costs of $4.7 million for the six
months ended June 30, 2019 consisted primarily of global operation integration
costs.
                                       24
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Other Expense, net
The following table compares Other expense, net, for the six months ended June
30, 2020 and 2019 (in thousands, except percentages):
                                                 Six months ended June 30,                                 Increase (decrease)
                                                   2020                2019                $                     %
Interest and other expense, net              $     (6,274)          $ (9,087)         $  (2,813)                     -31  %
Loss on extinguishment of debt                          -               (748)              (748)                    -100  %
Total other expense, net                     $     (6,274)          $ (9,835)         $  (3,561)                     -36  %


Interest and other and other expense, net was $6.3 million and $9.1 million for
the six months ended June 30, 2020 and 2019, respectively. Interest and other
expense, net primarily relates to accretion of interest on the deferred
consideration, coupon and accretion of interest related to our Convertible
Senior Notes and interest and amortization of deferred financing costs
associated with the debt outstanding under our Credit Agreement. The decrease in
interest and other expense, net over the prior year was primarily due to lower
debt balances under the Company's Revolving Credit Facility and Convertible
Senior Notes and lower deferred consideration liability outstanding. Such
decrease was partially offset by $1.1 million change in fair value of derivative
liabilities associated with Convertible Senior Notes conversion recorded in the
second quarter of 2020. Loss on extinguishment of debt of $0.7 million for the
six months ended June 30, 2019 relates to the extinguishment of $45.4 million in
aggregate principal of the Convertible Senior Notes in exchange for the
Company's common stock during the period.
Income Taxes
For the six months ended June 30, 2020 and 2019, the income tax expense was
$21.1 million and $1.0 million, respectively. The primary drivers of the
increased income tax expense in the six months ended June 30, 2020 are the
increased pre-tax profits offset by the lower proportional impact from discrete
excess tax benefits from stock-based compensation. In the six months ended June
30, 2019, the excess tax benefits from stock-based compensation offset a greater
portion of the tax expense from earnings.
Liquidity and Capital Resources
As of June 30, 2020 and December 31, 2019, the principal sources of liquidity
consisted of the following (in thousands):
                                                                    June 30,          December 31,
                                                                      2020                2019
Cash and cash equivalents                                         $  72,589          $     52,775
Amount available to borrow under the Revolving Credit Facility    $ 175,000          $    175,000
Working capital including cash and cash equivalents               $ 113,959

$ 96,336





As of June 30, 2020, we had $72.6 million in cash and cash equivalents, a $19.8
million increase from December 31, 2019. Our cash requirements fluctuate as a
result of numerous factors, such as cash generated from operations, progress in
research and development or capital expansion projects and integration
activities. In addition, we intend to continue to evaluate candidates for new
product lines, company or technology acquisitions or technology licensing. If we
decide to proceed with any such transactions, we may need to incur additional
debt or issue additional equity, to successfully complete the transactions.
Our primary source of liquidity, other than our holdings of cash and cash
equivalents, has been cash flows from operations and financing. Cash generated
from operations provides us with the financial flexibility we need to meet
normal operating, investing and financing needs. We do not currently expect the
impacts of the COVID-19 pandemic to adversely affect our liquidity and capital
resources or our ability to meet financial commitments. We anticipate that our
current cash and cash equivalents, together with cash provided by operating
activities will be sufficient to fund our near-term capital and operating needs
for at least the next 12 months.
Normal operating needs include the planned costs to operate our business,
including amounts required to fund working capital and capital expenditures. Our
primary short-term needs for capital, which are subject to change, include
expenditures related to:
•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;
                                       25

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•support of commercialization efforts related to our current and future
products, including support of our direct sales force and field support
resources;
•interest on and repayments of our Convertible Senior Notes, deferred
consideration, contingent consideration and lease obligations; and
•potential strategic acquisitions and investments.
Our Convertible Senior Notes due in 2020 have a coupon rate of 3.25% and are
convertible as of June 30, 2020. The principal balance outstanding as of
June 30, 2020 was $13.1 million. During the three months ended June 30, 2020,
the Company elected to settle $5.9 million in principal of the Convertible
Senior Notes in cash, for which the settlement amount is based on the
volume-weighted average trading price of the Company's stock during a 25-day
trading period that had not completed as of June 30, 2020. Based upon such
election, the Company recorded a derivative liability of $27.3 million as of
June 30, 2020. Such conversions will be settled in the quarter ending September
30, 2020. Refer to Note 5 of this quarterly report for additional information.
The Amended and Restated Credit Agreement provides us with a Revolving Credit
Facility of $175.0 million and there is no balance outstanding as of June 30,
2020. The Revolving Credit Facility matures on August 31, 2023. See Note 5 of
the Notes to Consolidated Financial Statements in Part I, Item 1 of this
Quarterly Report for further discussion of the Convertible Senior Notes and the
Revolving Credit Facility.
As of June 30, 2020, we have $11.3 million in fair value of contingent
consideration and $113.0 million of deferred consideration associated with
acquisitions to be settled in future periods.
On December 12, 2018, the Company's Board of Directors authorized a stock
repurchase program, pursuant to which up
to $50.0 million of the Company's shares of common stock may be purchased
through December 12, 2020. During the six months ended June 30, 2020, the
Company repurchased 247,172 shares of outstanding common stock under this
program for approximately $42.2 million.
We expect our revenue and operating expenses will significantly impact our cash
management decisions. Our future capital requirements and the adequacy of our
available funds to service our long-term debt and to fund working capital
expenditures and business development efforts will depend on many factors,
including:
•our ability to realize revenue growth from our new technologies and create
innovative products in our markets;
•our outstanding debt and covenant restrictions;
•our ability to leverage 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.

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