0000353569-17-000061.txt : 20171219 0000353569-17-000061.hdr.sgml : 20171219 20171219164101 ACCESSION NUMBER: 0000353569-17-000061 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 20171006 ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20171219 DATE AS OF CHANGE: 20171219 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUIDEL CORP /DE/ CENTRAL INDEX KEY: 0000353569 STANDARD INDUSTRIAL CLASSIFICATION: IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES [2835] IRS NUMBER: 942573850 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-10961 FILM NUMBER: 171264476 BUSINESS ADDRESS: STREET 1: 12544 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 BUSINESS PHONE: 8585521100 MAIL ADDRESS: STREET 1: 12544 HIGH BLUFF DRIVE STREET 2: SUITE 200 CITY: SAN DIEGO STATE: CA ZIP: 92130 FORMER COMPANY: FORMER CONFORMED NAME: MONOCLONAL ANTIBODIES INC /DE/ DATE OF NAME CHANGE: 19910210 8-K/A 1 qdel8-kaproxforma.htm 8-K/A Document


 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
 
FORM 8-K/A

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): October 6, 2017
 
 
QUIDEL CORPORATION
(Exact name of Registrant as specified in its Charter)
 
 
 
 
Delaware
(State or other jurisdiction of incorporation)
0-10961
(Commission File Number)
94-2573850
(IRS Employer Identification No.)
 
 
 
12544 High Bluff Drive, Suite 200
San Diego, California
(Address of principal executive offices)
92130
(Zip Code)
Registrant's telephone number, including area code: (858) 552-1100
 
 
 
 
Not Applicable
 
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company o
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 






Explanatory Note
This Current Report on Form 8-K/A (this “Amendment”) amends and supplements the Current Report on Form 8-K of Quidel Corporation (the “Company”), filed with the Securities and Exchange Commission (the “Commission”) on October 6, 2017 (the “Original Form 8-K”) reporting that the Company had completed its acquisition of the Triage and BNP Businesses (as defined below). This Amendment is being filed solely to include the audited and unaudited financial statements of the Triage and BNP Businesses and other information required by Item 9.01 of Form 8-K concerning the Company’s acquisition of the Triage and BNP Businesses. No other amendments to the Original Form 8-K are being made by this Amendment.
On October 6, 2017, the Company closed its acquisition of: (i) the Triage® MeterPro business (the “Triage Business”) of Alere Inc., a Delaware corporation (“Seller”), pursuant to an Amended and Restated Purchase Agreement, dated September 15, 2017, among the Company, Seller, Quidel Cardiovascular Inc. (f/k/a QTB Acquisition Corp.), a Delaware corporation and wholly owned subsidiary of the Company (“Purchaser”), and, for the limited purposes set forth therein, Abbott Laboratories, an Illinois corporation (“Abbott”); and (ii) Seller’s contractual arrangement with Beckman Coulter, Inc. for the supply by Seller of antibodies and other inputs related to, and distribution of, the Triage® BNP Test for the Beckman Coulter Access Family of Immunoassay Systems (the “BNP Business” and together with the Triage Business, the “Triage and BNP Businesses”), pursuant to an Amended and Restated BNP Purchase Agreement, dated September 15, 2017, among the Company, Seller, Purchaser, and, for the limited purposes set forth therein, Abbott.
Pursuant to its authority in Rule 3-13 of Regulation S-X, the staff of the Commission has informed the Company that it would permit the Company to file audited special purpose combined statements of assets acquired and liabilities assumed and of revenues and direct expenses, in satisfaction of the requirements of Rule 3-05 of Regulation S-X.
Item 9.01 Financial Statements and Exhibits.
(a)
Financial statements of businesses acquired.
For the Triage and BNP Businesses: (i) the Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed as of September 30, 2017 (unaudited), December 31, 2016 and 2015 (audited), and (ii) the Special Purpose Combined Statements of Net Revenues and Direct Expenses for the nine-month periods ended September 30, 2017 and 2016 (unaudited) and for the years ended December 31, 2016, 2015, and 2014 (audited), the notes related thereto and the related Report of Independent Auditors, issued by PricewaterhouseCoopers LLP, dated December 18, 2017, are attached hereto as Exhibit 99.2 and incorporated herein by reference.
(b)
Pro forma financial information.
The unaudited pro forma combined financial information giving effect to the acquisition and related financing as of September 30, 2017, and for the nine months ended September 30, 2017 and for the year ended December 31, 2016, and the notes related thereto, are attached as Exhibit 99.3 hereto and incorporated herein by reference.





(d)    Exhibits.
Exhibit No.
Description of Exhibit
 
 
 
 
 
10.1
10.2
23.1
99.1
99.2
99.3







SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 19, 2017
QUIDEL CORPORATION
 
 
By:
/s/ Randall J. Steward
 
Name:
Randall J. Steward
 
Its:
Chief Financial Officer
 





EXHIBIT INDEX
Exhibit Number
Description of Exhibit
 
 
 
 
 
10.1
10.2
23.1
99.1
99.2
99.3


EX-23.1 2 a231consent.htm EXHIBIT 23.1 Exhibit


Exhibit 23.1

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Registration Statements on Forms S-3 (No. 333-200654, 333-59390, 333-44218 and 333-00667) and S-8 (No. 333-212731, 333-197701, 333-182028, 333-166845, 333-166450, 333-144383, 333-127519, 333-116971, 333-67444, 333-10503 and 033-62577) of Quidel Corporation of our report dated December 18, 2017, relating to the special purpose combined financial statements of the Triage MeterPro System and Triage BNP Test for Beckman Coulter Immunoassay System Product Lines of Alere, Inc., which appears in this Current Report on Form 8-K/A of Quidel Corporation.

/s/ PricewaterhouseCoopers LLP

San Diego, California
December 18, 2017
 





EX-99.1 3 a991pressrelease.htm EXHIBIT 99.1 Exhibit


Exhibit 99.1
 
qdel8k20image1a06.jpg
 
 
 
Quidel Contact:
 
Media and Investors Contact:
Quidel Corporation
 
Quidel Corporation
Randy Steward
 
Ruben Argueta
Chief Financial Officer
 
858.646.8023
858.552.7931
 
ruben.argueta@quidel.com


Quidel Files Form 8-K/A, Reports Historical and Pro Forma Financial Information for Acquired
Triage Assets and Combined Quidel and Triage Businesses

SAN DIEGO, CA – December 19, 2017 — Quidel Corporation (NASDAQ: QDEL) ("Quidel", "the Company"), a provider of rapid diagnostic testing solutions, cellular-based virology assays and molecular diagnostic systems, today filed the Company’s required report on Form 8-K/A with the Securities and Exchange Commission (the “Commission”) after market close. The Form 8-K/A amends Quidel’s prior report on Form 8-K filed with the Commission on October 6, 2017 that related to Quidel’s completed acquisition of the Triage and BNP Businesses. The amendment includes the required audited abbreviated statements of assets acquired and liabilities assumed and of revenues and direct expenses of the Triage and BNP Businesses together with the required pro forma information.

Conference Call Information
Quidel management will host a conference call to discuss the Form 8-K/A as well as other business matters on Wednesday, December 20, 2017 beginning at 8:30 a.m. Eastern Time (5:30 a.m. Pacific Time). During the conference call, management will provide a business update, and may answer questions concerning business and financial developments and trends. Quidel’s responses to these questions, as well as other matters discussed during the conference call, may contain or constitute material information that has not been previously disclosed.

To participate in the live call by telephone from the U.S., dial 877-930-5791, or from outside the U.S. dial 253-336-7286, and enter the pass code 667-9477.

A live webcast of the call can be accessed on the Investor Relations section of the Quidel website (http://ir.quidel.com). The website replay will be available for 14 days. The telephone replay will be available for 48 hours beginning at 11:30 a.m. Eastern Time (8:30 a.m. Pacific Time) on December 20, 2017 by dialing 855-859-2056 from the U.S., or by dialing 404-537-3406 for international callers, and entering pass code 667-9477.

About Quidel Corporation

Quidel Corporation serves to enhance the health and well-being of people around the globe through the development of diagnostic solutions that can lead to improved patient outcomes and provide economic benefits to the healthcare system. Marketed under the Sofia®, QuickVue®, D3® Direct Detection, Thyretain®, Triage® and InflammaDry® leading brand names, as well as under the new Solana®, AmpliVue® and Lyra® molecular diagnostic brands, Quidel’s products aid in the detection and diagnosis of many critical diseases and conditions, including, among others, influenza, respiratory syncytial virus, Strep A, herpes, pregnancy, thyroid disease and fecal occult blood. Quidel's recently acquired Triage® system of tests comprises a comprehensive test menu that provides rapid, cost-effective treatment decisions at the point-of-care (POC), offering a diverse immunoassay menu in a variety of tests to provide you with diagnostic answers for quantitative BNP, CK-MB, d-dimer, myoglobin, troponin I and qualitative TOX Drug Screen. Quidel’s research and development engine is also





developing a continuum of diagnostic solutions from advanced immunoassay to molecular diagnostic tests to further improve the quality of healthcare in physicians’ offices and hospital and reference laboratories. For more information about Quidel’s comprehensive product portfolio, visit quidel.com.


This press release 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, fluctuations in our operating results resulting from seasonality, the timing of the onset, length and severity of cold and flu seasons, government and media attention focused on influenza and the related potential impact on humans from novel influenza viruses, adverse changes in competitive conditions in domestic and international markets, changes in sales levels as it relates to the absorption of our fixed costs, lower than anticipated market penetration of our products, the reimbursement system currently in place and future changes to that system, changes in economic conditions in our domestic and international markets, 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 and protection of intellectual property; our development of new technologies, products and markets; our reliance on a limited number of key distributors; our reliance on sales of our influenza diagnostics tests; our ability to manage our growth strategy; our ability to integrate companies or technologies we have acquired or may acquire, including integration and transition risks, the ability to achieve anticipated financial results and synergies, and effects of disruptions or threatened disruptions to our relationships, or those of the acquired businesses, with distributors, suppliers, customers and employees; intellectual property risks, including but not limited to, infringement litigation; our debt service requirements; our inability to settle conversions of our Convertible Senior Notes in cash; the effect on our operating results from the trigger of the conditional conversion feature of our Convertible Senior Notes; the possibility that we may incur additional indebtedness; our need for additional funds to finance our operating needs; volatility and disruption in the global capital and credit markets; acceptance of our products among physicians and other healthcare providers; competition with other providers of diagnostic products; adverse actions or delays in new product reviews or related to currently-marketed products by the FDA or any loss of previously received regulatory approvals or clearances; changes in government policies; compliance with other government regulations, such as safe working conditions, manufacturing practices, environmental protection, fire hazard and disposal of hazardous substances; third-party reimbursement policies; our ability to meet demand for our products; interruptions in our supply of raw materials; product defects; business risks not covered by insurance and exposure to other litigation claims; interruption to our computer systems; competition for and loss of management and key personnel; international risks, including but not limited to, compliance with product registration requirements, exposure to currency exchange fluctuations and foreign currency exchange risk sharing arrangements, longer payment cycles, lower selling prices and greater difficulty in collecting accounts receivable, reduced protection of intellectual property rights, political and economic instability, taxes, and diversion of lower priced international products into U.S. markets; dilution resulting from future sales of our equity; volatility in our stock price; provisions in our charter documents, Delaware law and 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. The risks described 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 press release. 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.



EX-99.2 4 a992carve-out.htm EXHIBIT 99.2 Exhibit


Exhibit 99.2



Triage MeterPro System and Triage BNP Test for Beckman Coulter Immunoassay System
(Triage and BNP Product Lines or collectively the Product Lines of Alere, Inc.)

Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed as of September 30, 2017 (unaudited), December 31, 2016 and 2015.
 
Special Purpose Combined Statements of Revenues and Direct Expenses for the nine-month periods ended September 30, 2017 and 2016 (unaudited), and for the years ended December 31, 2016, 2015, and 2014.

1



Triage MeterPro System and Triage BNP Test for Beckman Coulter Immunoassay System
 
(Triage and BNP Product Lines or collectively the Product Lines of Alere, Inc.)
 
Index to Special Purpose Combined Financial Statements
 


Report of Independent Auditors
Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed as of September 30, 2017 (unaudited), December 31, 2016 and 2015
Special Purpose Combined Statements of Revenues and Direct Expenses for the nine-month periods ended September 30, 2017 and 2016 (unaudited) and for the years ended December 31, 2016, 2015 and 2014
Notes to Special Purpose Combined Financial Statements

2



Report of Independent Auditors

To the Management of Alere Inc.

We have audited the accompanying special purpose combined financial statements of the Triage MeterPro System and Triage BNP Test for Beckman Coulter Immunoassay System product lines of Alere, Inc. (collectively the “Company”), which comprise the special purpose combined statements of assets acquired and liabilities assumed as of December 31, 2016 and 2015, and the related special purpose combined statements of revenues and direct expenses for each of the three years in the period ended December 31, 2016.

Management's Responsibility for the Special Purpose Combined Financial Statements

Management is responsible for the preparation and fair presentation of the special purpose combined financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of special purpose combined financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ Responsibility

Our responsibility is to express an opinion on the special purpose combined financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the special purpose combined financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the special purpose combined financial statements. The procedures selected depend on our judgment, including the assessment of the risks of material misstatement of the special purpose combined financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company's preparation and fair presentation of the special purpose combined financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the special purpose combined financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the special purpose combined financial statements referred to above present fairly, in all material respects, the assets acquired and liabilities assumed of the Triage MeterPro System and the Triage BNP Test for Beckman Coulter Immunoassay System product lines of Alere, Inc. as of December 31, 2016 and 2015, and the results of their revenues and direct expenses for each of the three years in the period ended December 31, 2016 in accordance with accounting principles generally accepted in the United States of America.

Emphasis of Matter

The accompanying special purpose combined financial statements were prepared in connection with the Company’s divesture of the Triage MeterPro System and the Triage BNP Test for Beckman Coulter Immunoassay System product lines of Alere Inc. and, as described in Note 1, were prepared in accordance with an SEC waiver received by the buyer, for the purpose of the buyer complying with Rule 3-05 of the Securities and Exchange Commission’s Regulation S-X. These special purpose combined financial statements are not intended to be a complete presentation of the financial position or results of operations of the Triage MeterPro System and the Triage BNP Test for Beckman Coulter Immunoassay System product lines of Alere, Inc. Our opinion is not modified with respect to this matter.


/s/ PricewaterhouseCoopers LLP

San Diego, California
December 18, 2017


3



Triage MeterPro System and Triage BNP Test for Beckman Coulter Immunoassay System
 
Special Purpose Combined Statements of Assets Acquired and Liabilities Assumed
 
As of September 30, 2017 (unaudited), December 31, 2016 and 2015
 

(U.S. Dollars in thousands)
September 30, 2017
 
December 31, 2016
 
December 31, 2015
 
 
 
 
(unaudited)
 
 
 
 
Inventory
$
39,777

 
$
37,604

 
$
45,263

Prepaid expenses
578

 
567

 
449

Other current assets
240

 
224

 
144

Total current assets acquired
40,595

 
38,395

 
45,856

Property, plant and equipment, net
80,921

 
84,900

 
88,716

Intangible assets, net
79,620

 
92,109

 
108,799

Other long term assets
184

 
442

 
891

Total assets acquired
$
201,320

 
$
215,846

 
$
244,262

 
 
 
 
 
 
Current portion of capital lease obligations
13

 
25

 
75

Accrued expenses and other current liabilities
531

 
646

 
776

Total current liabilities assumed
544

 
671

 
851

Capital lease obligations, net of current portion

 
12

 
29

Total liabilities assumed
544

 
683

 
880

Net assets acquired and liabilities assumed
$
200,776

 
$
215,163

 
$
243,382

The accompanying notes are an integral part of these special purpose combined financial statements.

4



Triage MeterPro System and Triage BNP Test for Beckman Coulter Immunoassay System
 
Special Purpose Combined Statements of Revenues and Direct Expenses
 
For the nine-month periods ended September 30, 2017 and 2016 (unaudited)
 
and for the years ended December 31, 2016, 2015, and 2014
 

(U.S. Dollars in thousands)
Nine months ended 
 September 30,
 
Years ended December 31,
 
2017
 
2016
 
2016
 
2015
 
2014
 
(unaudited)
 
 
 
 
 
 
Net revenues
$
190,834

 
$
179,219

 
$
245,922

 
$
250,474

 
$
249,825

Direct expenses:
 
 
 
 
 
 
 
 
 
Cost of sales
89,935

 
87,884

 
118,651

 
132,731

 
129,781

Research and development
13,760

 
12,457

 
16,553

 
23,364

 
20,312

General and administrative
293

 
345

 
522

 
3,822

 
3,391

Selling and marketing
27,442

 
26,526

 
34,626

 
38,743

 
38,805

Total direct expenses
131,430

 
127,212

 
170,352

 
198,660

 
192,289

 
 
 
 
 
 
 
 
 
 
Net revenue in excess of direct expenses
$
59,404

 
$
52,007

 
$
75,570

 
$
51,814

 
$
57,536

The accompanying notes are an integral part of these special purpose combined financial statements.

5



NOTES TO SPECIAL PURPOSE COMBINED FINANCIAL STATEMENTS
1. Asset Purchase Agreement, Description of Business, and Basis of Presentation

Asset Purchase Agreement
On September 15, 2017, Quidel Corporation (“Quidel”) entered into an amendment and restatement of the Original Triage Purchase Agreement (“Purchase Agreement”) entered into on July 15, 2017 with Alere Inc. (“Alere”) and for purposes set forth therein, Abbott Laboratories (“Abbott”). The Purchase Agreement was entered into to acquire certain assets of the Triage MeterPro System (“Triage Product Line”). On October 6, 2017, Quidel closed its acquisition of the Triage Product Line pursuant to the Purchase Agreement. Quidel paid Abbott $400.0 million in cash and assumed certain liabilities.

Also on September 15, 2017, Quidel entered into an amendment and restatement of the Original BNP Purchase Agreement (“Purchase Agreement”) entered into on July 15, 2017 with Alere and, for purposes set forth therein, Abbott. The Purchase Agreement was entered into to acquire certain assets of the Triage BNP Test for Beckman Coulter Immunoassay System (“BNP Product Line”). On October 6, 2017, Quidel closed its acquisition of the Beckman BNP Product Line pursuant to the Purchase Agreement. In connection with the acquisition of the Beckman BNP Product Line, Quidel will: (i) pay to Abbott (A) $16.0 million in cash plus up to an additional $24.0 million in contingent consideration, payable in five annual installments of up to $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.

Description of Business
The Alere Triage® MeterPro is a rapid diagnostic test system comprised of a portable testing platform which runs various cartridge tests to diagnose certain cardiovascular diseases as well as to detect certain drugs of abuse. The Alere Triage® B-type Naturietic Peptide (BNP) assay runs on Beckman Coulter analyzers. Collectively, these businesses are termed the Triage and BNP Product Lines.

Basis of Presentation
The accompanying Statements of Assets Acquired and Liabilities Assumed as of September 30, 2017 (unaudited), December 31, 2016 and 2015, and the Statements of Revenues and Direct Expenses for the nine-month periods ended September 30, 2017 and 2016 (unaudited), and for the years ended December 31, 2016, 2015 and 2014 (collectively, the “Special Purpose Combined Financial Statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”).

The Triage and BNP Product Lines have not historically been accounted for as a separate entity, subsidiary, or division of Alere. In addition, standalone financial statements related to the Triage and BNP Product Lines have not previously been prepared, and Alere’s information systems were not designed to identify the assets, liabilities, or cash transactions on a Product Line basis. Therefore it is impractical to prepare full standalone or carve-out financial statements for the Triage and BNP Product Lines in accordance with the Securities and Exchange Commission's Regulation S-X. These Special Purpose Combined Financial Statements reflect the Assets Acquired and Liabilities Assumed by Quidel and Statement of Revenues and Direct Expenses which includes only costs directly associated with the revenue generating activities of the Triage and BNP Product Lines. Indirect costs such as corporate overhead, interest and income tax are not allocated. This presentation is pursuant to a waiver obtained from the Securities and Exchange Commission. Therefore, these Special Purpose Combined Financial Statements are not intended to be a complete presentation of financial position, results of operations, or cash flows of the Triage and BNP Product Lines in conformity with U.S. GAAP.

The Special Purpose Combined Financial Statements have been derived from the accounting records of Alere using historical results of operations and financial position and only present the assets acquired and liabilities assumed; and the associated revenues and direct expenses of the Triage and BNP Product Lines. Certain direct expenses have been allocated by Alere on a specific identification basis or, when specific identification is not practicable, using a proportional cost allocation method. Alere management considers that such allocations have been made on a reasonable basis but may not necessarily be indicative of the costs that would have been incurred if the Triage and BNP Product Lines had been operated on a standalone basis for the periods presented. Certain Alere expenses and income, such as corporate overhead, interest income, interest expense, and income taxes, have been excluded from the Statements of Revenues and Direct Expenses, as they are not directly associated with the revenue-producing activities of the Triage and BNP Product Lines and it is not practical to isolate or allocate such indirect Alere operating costs. Corporate overhead expenses include general support functions, such as expenses associated with the executive management and various corporate departments. The accompanying Special Purpose Combined Financial statements are not necessarily indicative of the results of operations that would have occurred if the Triage and BNP Product

6



Lines had been an independent company. Further, the Special Purpose Combined Financial Statements are not indicative of future results due to the exclusion of various operating expenses that will be incurred by Quidel to operate the Triage and BNP Product Lines after the acquisition.

The financing needs of Triage and BNP Product Lines were supported by Alere, and cash recognized for the Triage and BNP Product Lines operations was transferred to Alere. As the Triage and BNP Product Lines were historically managed as part of the operations of Alere and have not operated as a standalone entity, it is impractical to prepare historical cash flow information regarding the Triage and BNP Product Lines’ operating, investing, and financing cash flows. As such, cash flow information is not presented.

The financial information as of September 30, 2017, and for the nine-month periods ended September 30, 2017 and 2016 is unaudited. However, in the opinion of management, such information includes all adjustments (consisting solely of normal recurring adjustments) necessary for the fair presentation of such financial information. The interim period financial information is not necessarily indicative of the full year results.

2. Summary of Significant Accounting Policies
Use of Estimates
The preparation of the Special Purpose Combined Financial Statements in accordance with U.S. GAAP required management to make estimates and assumptions that may affect the reported amounts of the assets to be acquired, liabilities to be assumed, revenues, direct expenses and related disclosures during the periods being presented. Alere management bases its estimates on historical experience and various other assumptions it believed to be reasonable. Components of these Special Purpose Combined Financial Statements particularly subject to estimation include the allocation of certain direct expenses such as depreciation, bad debt expense, freight and selling expenses that have not historically been allocated to the Triage and BNP Product Lines. Actual results may differ from management's estimates.
Inventory
Inventories are stated at the lower of cost or market (first-in, first-out) and consist of raw material, work-in-process and finished goods. The cost elements of work-in-process and finished goods inventory consist of raw material, direct labor, and manufacturing overhead. Where finished goods inventory was purchased from third-party manufacturers, the costs of finished goods inventory recorded in the Special Purpose Combined Financial Statements represent the costs to acquire such inventory.

“Inventories” consist of the following:
(U.S. Dollars in thousands)
September 30, 2017
 
December 31, 2016
 
December 31, 2015
 
(unaudited)
 
 
 
 
Raw materials
$
12,358

 
$
12,386

 
$
18,263

Work-in-process
12,675

 
13,508

 
13,803

Finished goods
14,744

 
11,710

 
13,197

 
$
39,777

 
$
37,604

 
$
45,263


Inventory write-offs were historically recognized based on factors such as forecasted product sales, new product introductions by Alere or its competitors, product expirations, and historical experience.

Prepaid Expenses
Prepaid expenses consist of various payments that Alere has made in advance for goods or services to be received in the future related to the Triage and BNP Product Lines that were acquired by Quidel. These prepaid expenses include, but are not limited to, property taxes, licensing rights, technology platform usage, and service contracts requiring an upfront payment.


7



Property, Plant and Equipment
Alere recorded property, plant and equipment at historical cost or, in the case of a business combination, at fair value on the date of the business combination. Depreciation was computed using the straight-line method based on the following estimated useful lives of the related assets:
Buildings
5 - 40 years
Machinery & equipment
1 - 10 years
Furniture and fixtures
2 - 5 years
Computer equipment
1 - 5 years

Depreciation expense related to the Triage and BNP Product Lines amounted to $7.7 million, $8.8 million and $8.3 million for the years ended December 31, 2016, 2015, and 2014, respectively. Depreciation expense amounted to $5.5 million and $5.8 million for the nine months ended September 30, 2017 and 2016 (unaudited), respectively. Fully depreciated property, plant and equipment that are still in use remain on the books until disposal or retirement. When property, plant, and equipment are retired or disposed of, the cost and respective accumulated depreciation are removed from the books. Expenditures for repairs and maintenance are expensed as incurred.

Property, Plant and Equipment, net consist of the following:
 (U.S. dollars in thousands)
September 30, 2017
 
December 31, 2016
 
December 31, 2015
 
(unaudited)
 
 
 
 
Buildings
$
87,618

 
$
86,492

 
$
83,978

Land
15,347

 
15,347

 
15,347

Machinery & equipment
57,695

 
56,610

 
54,808

Furniture and fixtures
2,228

 
2,152

 
2,029

Computer equipment
1,618

 
1,576

 
1,537

Total property, plant and equipment
164,506

 
162,177

 
157,699

Less: Accumulated depreciation
(83,585
)
 
(77,277
)
 
(68,983
)
Property, plant and equipment, net
$
80,921

 
$
84,900

 
$
88,716


Intangible Assets
Intangible assets acquired consist of core technology and the trademark. The intangible assets were recorded in connection with various business combinations. Goodwill related to prior business combinations is not acquired, and goodwill was not allocated in the accompanying Statement of Assets Acquired and Liabilities Assumed. Intangible assets are recorded at fair value at the time of acquisition and were amortized on a straight line basis over their estimated useful lives:

Core Technologies    6 - 19.5 years
Trademark        10.5 years

Alere historically evaluated intangible assets whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If indicators of impairment were present with respect to intangible assets used in operations and undiscounted future cash flows were not expected to be sufficient to recover an asset’s carrying amount, additional analysis is performed as appropriate. If the fair value of the asset was less than its carrying value, an impairment loss equal to the difference between the asset’s fair value and carrying value was charged to expense during the period the impairment was identified in order to write the asset down to its estimated fair value. Indicators of impairment include significant underperformance relative to expected historical or projected future operating results, significant changes in the manner of the use of acquired assets or the strategy for overall business and significant negative industry or economic trends.


8



The intangible assets acquired, net of accumulated amortization consists of the following:
 
September 30, 2017
 
December 31, 2016
 
December 31, 2015
(U.S. Dollars in thousands)
Historical cost
Accumulated amortization
Net balance
 
Historical cost
Accumulated amortization
Net balance
 
Historical cost
Accumulated amortization
Net balance
 
(unaudited)
 
 
 
 
 
 
 
 
Core Technologies
$
178,368

$
(100,608
)
$
77,760

 
$
178,368

$
(93,697
)
$
84,671

 
$
178,368

$
(84,445
)
$
93,923

Trademark
78,100

(76,240
)
1,860

 
78,100

(70,662
)
7,438

 
78,100

(63,224
)
14,876

 
$
256,468

$
(176,848
)
$
79,620

 
$
256,468

$
(164,359
)
$
92,109

 
$
256,468

$
(147,669
)
$
108,799


Amortization expense amounted to $20.4 million, $20.5 million and $20.5 million for the years ended December 31, 2016, 2015, and 2014, respectively. Amortization expense amounted to $15.3 million and $15.3 million for the nine months ended September 30, 2017 and 2016 (unaudited), respectively. Patents not acquired by Quidel are not included in the acquired intangible asset balance detailed in the table above; however, as amortization expense represents amortization related to core technologies, the trademark and patents in the generation of Triage and BNP Product Lines revenue, the expense related to these patents which were not acquired have been included within amortization expense. Patent amortization expense amounted to $3.7 million, $3.7 million and $3.7 million for the years ended December 31, 2016, 2015, and 2014, respectively. Patent amortization expense amounted to $2.8 million and $2.8 million for the nine months ended September 30, 2017 and 2016 (unaudited), respectively. Future amortization expense, inclusive of patents not divested, for the remainder of the finite intangible assets useful lives are as follows:

(U.S. Dollars in thousands)
Future amortization expense as of September 30, 2017
2017
 
$
5,101

2018
 
12,966

2019
 
12,940

2020
 
12,940

2021 and thereafter
 
$
50,913


Accrued Expenses     
Accrued expenses consist of accrued warranty and miscellaneous expenses. Management reviews these estimates for reasonableness and fair presentation.

Capital Lease Obligation
Beckman Coulter Immunoassay Systems are leased by Alere. Leased property, plant, and equipment that meet the capital lease criteria are capitalized at the lower of the present value of the minimum lease payments or the fair value of the underlying asset at the inception date of the lease. Assets under capital leases are amortized on a straight-line basis over the lesser of the useful life or the lease term.

Revenue Recognition
Alere recognized revenue when the following four basic criteria were met: (1) persuasive evidence of an arrangement exists; (2) delivery has occurred or services have been rendered; (3) the fee is fixed or determinable; and (4) collection is reasonably assured. Revenue was recognized upon transfer of the title and risk of loss of the products to third-party customers. Revenue was reduced by incentive arrangements, including gross sales margin rebates and volume rebates. Determination of the allowances was based on management’s analyses, historical rebates and judgments regarding certain conditions.

Cost of Sales
Costs of sales includes direct labor, direct materials, and production overhead, including depreciation expense of production-related property, plant and equipment, amortization expense of Triage and Beckman BNP intangible assets and allocated facilities and utilities expense. The cost of the Beckman BNP System products was recorded at the cost to acquire the product from the third-party manufacturer.


9



Additional cost of sales was recorded for warranty expense, royalty expense for certain products under applicable licensing agreements and other direct costs of sales applicable to the Triage and BNP Product Lines.

Research and Development
Research and development expenses were identified as costs directly associated with Triage and BNP Product Lines. Research and development expenses primarily consist of employee compensation and related benefits and travel; outside professional services; clinical trials and feasibility studies; allocated facilities and utilities expense; and depreciation expense of laboratory equipment. The Statement of Revenues and Direct Expenses includes an allocation of these expenses incurred by Alere based upon the proportion of project expenses related to the Triage and BNP Product Lines to total expenses incurred for the project.

General and Administrative
Various Alere expenses were identified as costs directly associated with revenue generating activities of the Triage and BNP Product Lines. General and administrative expenses include medical device excise tax, bad debt expense, sales and use tax and legal expenses. Medical device excise tax was directly identifiable in relation to the Triage and BNP Product Lines. Bad debt expense and sales and use tax were determined based on an allocation of these expenses incurred by the Triage and BNP Product Lines. These direct expenses were allocated in proportion to the percentage of Triage and BNP Product Lines revenue. Legal expenses was allocated for any matters which related directly to the revenue generating activities of the Triage & BNP Product Lines.

Selling and Marketing
Various Alere expenses were identified as costs directly associated with revenue generating activities of the Triage and BNP Product Lines. Selling expenses represent direct expenses associated with wages, benefits, and miscellaneous expenses to support sales of the Triage and BNP Product Lines. These direct expenses are allocated as a percentage of revenue and includes amortization of the acquired tradename. Marketing expense reflects the wages, benefits, and associated expenses of dedicated Triage product marketing managers.

Expense Allocation
Certain costs and expenses presented in the Special Purpose Combined Financial Statements have been allocated by Alere management to the Triage and BNP Product Lines based on a specific identification basis or, when specific identification is not practicable, a proportional cost allocation method (primarily based upon revenues), depending on the nature of the expense. Alere management considers that such allocations have been made on a reasonable basis but may not necessarily be indicative of the costs that would have been incurred if the Triage and BNP Product Lines had been operated on a stand-alone basis for the fiscal years presented.

These Special Purpose Combined Financial Statements reflect a consistent application of methodology for each reporting period presented. Allocations of corporate overhead cost from Alere unrelated to the operations of the Triage and BNP Product Lines have been excluded from these Special Purpose Combined Financial Statements for all periods presented.

Cost of sales and selling and marketing primarily include allocations for indirect overhead incurred by Alere on behalf of the Triage and BNP Product lines, primarily related to compensation for employees, outside services and shared services incurred. General and administrative costs include allocations of bad debt expense and sales and use tax. The amounts allocated by Alere and included in the Special Purpose Combined Statements of Revenues and Direct Expenses for the fiscal years presented are as follows:
 
September 30,
 
December 31, 2016
(U.S. Dollars in thousands)
2017
2016
 
2017
2016
2015
 
(unaudited)
 
 
 
 
Cost of sales
$
10,578

$
8,828

 
$
12,215

$
11,868

$
13,440

General and administrative
156

223

 
359

299

$
147

Selling and marketing
21,357

20,362

 
26,405

30,500

$
29,983

 
$
32,091

$
29,413

 
$
38,979

$
42,667

$
43,570



10



3. Subsequent Events
The Special Purpose Combined Financial Statements of the Triage and BNP Product Lines are derived from the Consolidated Financial Statements of Alere, Inc., which issued its financial statements for the year ended December 31, 2016 on June 5, 2017. Accordingly, Alere has evaluated transactions or other events for consideration as recognized subsequent events in the annual financial statements through June 5, 2017. Additionally, transactions and other events that occurred related to the Triage and BNP Product Lines have been evaluated through the date these Special Purpose Combined Financial Statements were available to be issued, December 18, 2017, for purposes of disclosure of unrecognized subsequent events.






11
EX-99.3 5 a993proforma.htm EXHIBIT 99.3 Exhibit
Exhibit 99.3

QUIDEL CORPORATION
UNAUDITED PRO FORMA COMBINED ABBREVIATED FINANCIAL INFORMATION
On October 6, 2017, Quidel Corporation and its subsidiaries (the "Company" or "Quidel") acquired the cardiovascular and toxicology Triage® MeterPro business (“Triage Business”) and Beckman Coulter Access Family of Immunoassay Systems (the “BNP Business”) from Alere Inc. (collectively, the “Triage and BNP Businesses”). 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 enhance the Company's revenue profile and expand the Company's geographic and product diversity. The Company used proceeds from the Term Loan (defined and discussed below) 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) $16.0 million in cash plus up to an additional $24.0 million in contingent consideration, payable in five annual installments of up to $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.

Also on October 6, 2017, the Company entered into a Credit Agreement (the “Credit Agreement”), that 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”). 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 following unaudited pro forma combined balance sheet as of September 30, 2017 is based on the historical balance sheet of the Company and carve-out historical balance sheet of the Triage and BNP Businesses after giving effect to the acquisition and related financing. The unaudited pro forma combined balance sheet as of September 30, 2017, assumes that the acquisition took place on that date.

The following unaudited pro forma combined statement of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016, is based on the historical statement of operations of the Company and carve-out historical statement of operations of the Triage and BNP Businesses after giving effect to the acquisition and related financing as if it had occurred on January 1, 2016.

The carve-out historical financial statements of the Triage and BNP Businesses reflect allocations of direct costs related to the operations of the Triage and BNP Businesses on a standalone basis. As certain expenses reflected in the carve-out historical financial statements are allocated, the carve-out historical financial statements may not be indicative of the financial position and results of operations that would have been presented if the Triage and BNP Businesses had been a standalone entity. Therefore, the carve-out historical financial statements may not necessarily be indicative of the future financial position and results of operations of the Triage and BNP Businesses.

The unaudited pro forma combined abbreviated financial information is presented for informational purposes only. The unaudited pro forma combined financial information is not intended to be indicative of the consolidated results of operations or the financial condition of Quidel that would have been reported had the acquisition been completed as of the dates presented and should not be taken as representative of the future consolidated results of operations or financial condition of Quidel. The unaudited pro forma combined statements of operations does not reflect any revenue or cost savings from synergies that may be achieved with respect to the combined companies, or the impact of non-recurring items directly related to the acquisition and related financing.

1



QUIDEL CORPORATION
PRO FORMA CONSOLIDATED COMBINED BALANCE SHEETS
AS OF SEPTEMBER 30, 2017
(in thousands, except par value; unaudited)
 
Historical
 
Pro forma
 
Quidel Corporation
 
Triage and BNP Businesses
 
Adjustments
 
Note 3
 
Combined
ASSETS
 
 
 
 
 
 
 
 
 
Current assets:
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
172,994

 

 
$
(153,480
)
 
(A)
 
$
19,514

Accounts receivable, net
41,575

 

 

 
 
 
41,575

Inventories
23,429

 
39,777

 
15,023

 
(B)
 
78,229

Assets held for sale

 

 
147,335

 
(C)
 
147,335

Prepaid expenses and other current assets
6,477

 
818

 
136

 
(D)
 
7,431

Total current assets
244,475

 
40,595

 
9,014

 
 
 
294,084

Property, plant and equipment, net
50,035

 
80,921

 
(70,363
)
 
(E)
 
60,593

Goodwill
91,433

 

 
245,185

 
(F)
 
336,618

Intangible assets, net
27,364

 
79,620

 
102,080

 
(F)
 
209,064

Other non-current assets
514

 
184

 
645

 
(G)
 
1,343

Total assets
$
413,821

 
$
201,320

 
$
286,561

 
 
 
$
901,702

LIABILITIES AND STOCKHOLDERS’ EQUITY
 
 
 
 
 
 
 
 
Current liabilities:
 
 
 
 
 
 
 
 
 
Accounts payable
$
15,657

 

 

 
 
 
$
15,657

Accrued payroll and related expenses
9,771

 

 

 
 
 
9,771

Current portion of lease obligation
122

 
13

 

 
 
 
135

Current portion of contingent consideration
4,324

 

 
2,000

 
(H)
 
6,324

Current portion of deferred consideration

 

 
46,000

 
(I)
 
46,000

Short-term debt

 

 
17,344

 
(J)
 
17,344

Other current liabilities
9,061

 
531

 
(35
)
 
(K)
 
9,557

Total current liabilities
38,935

 
544

 
65,309

 
 
 
104,788

Long-term debt
148,469

 

 
229,778

 
(J)
 
378,247

Deferred consideration—non-current

 

 
174,550

 
(I)
 
174,550

Lease obligation, net of current portion
3,885

 

 

 
 
 
3,885

Contingent consideration—non-current
356

 

 
17,700

 
(H)
 
18,056

Deferred tax liability—non-current
166

 

 

 
 
 
166

Income taxes payable
1,124

 

 

 
 
 
1,124

Deferred rent
1,685

 

 

 
 
 
1,685

Other non-current liabilities
317

 

 

 
 
 
317

Stockholders’ equity:
 
 
 
 
 
 
 
 
 
Preferred stock, $.001 par value per share; 5,000 shares authorized; none issued or outstanding at September 30, 2017.

 

 

 
 
 

Common stock, $.001 par value per share; 97,500 shares authorized; 33,984 shares issued and outstanding at September 30, 2017.
34

 

 

 
 
 
34

Additional paid-in capital
226,186

 

 

 
 
 
226,186

Accumulated other comprehensive loss
(4
)
 

 

 
 
 
(4
)
Accumulated deficit
(7,332
)
 

 

 
 
 
(7,332
)
Total stockholders’ equity
218,884

 

 

 
 
 
218,884

Total liabilities and stockholders’ equity
$
413,821

 
$
544

 
$
487,337

 
 
 
$
901,702

See accompanying notes to the unaudited pro forma combined financial statements.

2



QUIDEL CORPORATION
PRO FORMA COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2017
(in thousands, except per share data; unaudited)
 
Historical
 
Pro forma
 
Quidel Corporation
 
Triage and BNP Businesses
 
Adjustments
 
Note 3
 
Combined
Total revenues
$
162,853

 
$
190,834

 
$

 
 
 
$
353,687

Costs and expenses
 
 
 
 
 
 
 
 
 
Cost of sales (1)
60,716

 
89,935

 
(18,245
)
 
(L)
 
132,406

Research and development
22,970

 
13,760

 
(448
)
 
(L)
 
36,282

Sales and marketing
38,813

 
27,442

 
615

 
(L)
 
66,870

General and administrative
20,483

 
293

 
6

 
(L)
 
20,782

Amortization of intangible assets from acquired businesses and technology
7,184

 

 
17,221

 
(L)
 
24,405

Acquisition and integration costs
7,022

 

 
(6,843
)
 
(M)
 
179

Total costs and expenses
157,188

 
131,430

 
(7,694
)
 
 
 
280,924

Operating income
5,665

 
59,404

 
7,694

 
 
 
72,763

Interest expense, net
(8,387
)
 

 
(19,329
)
 
(N)
 
(27,716
)
(Loss) income before income taxes
(2,722
)
 
59,404

 
(11,635
)
 
 
 
45,047

Provision for income taxes
355

 

 
10,291

 
(O)
 
10,646

Net (loss) income
$
(3,077
)
 
$
59,404

 
$
(21,926
)
 
 
 
$
34,401

Basic (loss) earnings per share
$
(0.09
)
 
 
 
 
 
 
 
$
1.03

Diluted (loss) earnings per share
$
(0.09
)
 
 
 
 
 
 
 
$
0.99

Shares used in basic per share calculation
33,538

 
 
 
 
 
 
 
33,538

Shares used in diluted per share calculation
33,538

 
 
 
 
 
 
 
34,759


(1) Quidel Corporation cost of sales excludes amortization of intangible assets of $5,122. The pro forma combined cost of sales does not include $14,846, which has been reclassified to amortization of intangible assets to conform to the historical presentation of Quidel Corporation.
See accompanying notes to the unaudited pro forma combined financial statements.

3



QUIDEL CORPORATION
PRO FORMA COMBINED CONSOLIDATED STATEMENTS OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2016
(in thousands, except per share data; unaudited)
 
Historical
 
Pro forma
 
Quidel Corporation
 
Triage and BNP Businesses
 
Adjustments
 
Note 3
 
Combined
Total revenues
$
191,603

 
$
245,922

 
$

 
 
 
$
437,525

Costs and expenses
 
 
 
 
 
 
 
 
 
Cost of sales (1)
73,414

 
118,651

 
(24,045
)
 
(L)
 
168,020

Research and development
38,672

 
16,553

 
(767
)
 
(L)
 
54,458

Sales and marketing
47,821

 
34,626

 
429

 
(L)
 
82,876

General and administrative
26,351

 
522

 
(122
)
 
(L)
 
26,751

Amortization of intangible assets from acquired businesses and technology
9,073

 

 
22,961

 
(L)
 
32,034

Acquisition and integration costs
711

 

 

 
 
 
711

Total costs and expenses
196,042

 
170,352

 
(1,544
)
 
 
 
364,850

Operating (loss) income
(4,439
)
 
75,570

 
1,544

 
 
 
72,675

Interest expense, net
(11,760
)
 

 
(25,327
)
 
(N)
 
(37,087
)
(Loss) income before income taxes
(16,199
)
 
75,570

 
(23,783
)
 
 
 
35,588

(Benefit) provision for income taxes
(2,391
)
 

 
9,934

 
(O)
 
7,543

Net (loss) income
$
(13,808
)
 
$
75,570

 
$
(33,717
)
 
 
 
$
28,045

Basic (loss) earnings per share
$
(0.42
)
 
 
 
 
 
 
 
$
0.86

Diluted (loss) earnings per share
$
(0.42
)
 
 
 
 
 
 
 
$
0.84

Shares used in basic per share calculation
32,708

 
 
 
 
 
 
 
32,708

Shares used in diluted per share calculation
32,708

 
 
 
 
 
 
 
33,500


(1) Quidel Corporation cost of sales excludes amortization of intangible assets of $6,458. The pro forma combined cost of sales does not include $19,462, which has been reclassified to amortization of intangible assets to conform to the historical presentation of Quidel Corporation.
See accompanying notes to the unaudited pro forma combined financial statements.

4



QUIDEL CORPORATION
NOTES TO PRO FORMA COMBINED ABBREVIATED FINANCIAL INFORMATION (UNAUDITED)

Note 1. Basis of Pro Forma Presentation

The unaudited pro forma combined abbreviated financial statements are based on the historical consolidated financial statements of the Company and the Triage and BNP Businesses as adjusted to give effect to the acquisition of the Triage and BNP Businesses and the debt issuance necessary to finance the acquisition. The unaudited pro forma combined balance sheet as of September 30, 2017 is based on the historical balance sheet of the Company and assets acquired and liabilities assumed of the Triage and BNP Businesses after giving effect to the acquisition and related financing. The unaudited pro forma combined balance sheet as of September 30, 2017 assumes that the acquisition took place on that date.

The following unaudited pro forma combined statement of operations for the nine months ended September 30, 2017 and the year ended December 31, 2016, is based on the historical statement of operations of the Company and carve-out historical statement of operations of the Triage and BNP Businesses after giving effect to the acquisition and related financing as if it had occurred on January 1, 2016.

The acquisition of the Triage and BNP Businesses are treated as a business combination using the acquisition method of accounting under ASC 805, Business Combinations. The purchase price is allocated to the underlying assets acquired and liabilities assumed based on their respective fair market values, with any excess purchase price allocated to goodwill. The preliminary purchase price allocation has been derived from estimates of the fair market value of the tangible and intangible assets and liabilities of the Triage and BNP Businesses based upon management's estimates as more fully described in the accompanying notes to the unaudited pro forma combined abbreviated financial statements. The Company has not yet finalized the allocation of the purchase price of the acquisition. Accordingly, further changes to the fair values and classifications of the assets acquired and liabilities assumed will be recorded as the valuation and purchase price allocations for the acquisition are finalized during the fiscal year 2018.

Note 2. Preliminary Purchase Price Allocation

The preliminary purchase price consideration is as follows (in thousands):
Cash consideration—Triage Business
$
399,798

Deferred consideration—BNP Business
220,550

Contingent consideration—BNP Business
19,700

Net consideration
$
640,048


The estimated preliminary purchase price allocation is as follows (in thousands):
Prepaid expenses and other current assets
$
796

Assets held for sale
147,335

Inventories
54,800

Property, plant and equipment
10,558

Intangible assets
181,700

Goodwill
245,185

Other non-current assets
183

Total assets acquired
$
640,557

Other current liabilities
(509
)
Total net assets and liabilities acquired
$
640,048



5



Note 3. Pro Forma Adjustments

Adjustments to the pro forma combined balance sheet

The following adjustments have been reflected in the unaudited pro forma consolidated balance sheets:

(A) To adjust cash and record short-term and long-term debt for the payment of the purchase price (in thousands):
Proceeds from the issuance of the Term Loan, net of issuance costs
$
237,122

Proceeds from borrowing under the Revolving Credit Facility, net of issuance costs
9,196

To reflect cash consideration paid for the Triage and BNP Businesses
(399,798
)
Pro forma adjustment
$
(153,480
)

(B) To reflect the adjustment to record inventory at the estimated fair value. A portion of this adjustment relates to the inventory write-up of $17.1 million, which is directly attributable to the acquisition and will not have an on-going impact in excess of one year and is not reflected in the unaudited pro forma combined consolidated statement of operations. This inventory write-up will temporarily increase the Company's cost of sales during the first two quarters after the acquisition. The fair value calculation is preliminary and subject to change. Offsetting this increase is the movement in inventory between September 30, 2017 and the close of the acquisition on October 6, 2017.

(C) To reflect the reclassification of land and building as assets held for sale at the estimated fair value less costs to sell. The Company has concluded the land and building meet the available for sale classification requirements and it is probable that the sale will occur within one year.

(D) Adjustments to prepaid expenses and other current assets were as follows (in thousands):
Adjustment of prepaid expenses to estimated fair value
$
(22
)
To record deferred debt issuance costs associated with the Revolving Credit Facility
158

Pro forma adjustment
$
136


(E) To reflect the adjustment of acquired property, plant and equipment to estimated fair value and to reclassify the acquired land and building as assets held for sale as discussed in Note (C) above. The estimated useful lives range from three to ten years. The fair value and useful life calculations are preliminary and subject to change after the Company finalizes its review of the specific types, nature, age and condition of the acquired property, plant and equipment.

(F) To record the fair value of intangible assets acquired and to record goodwill, which represents the excess of the purchase price over the fair value of identifiable assets acquired and liabilities assumed.

The following sets forth preliminary results of the amounts assigned to the identifiable intangible assets acquired. The pro forma adjustment is as follows (in thousands):
Intangible Asset
 
Estimated amortization period
 
Estimated fair value of assets acquired
 
Elimination of book value of assets acquired
 
Pro forma adjustment
Purchased technology
 
10 years
 
$
52,400

 
$
(77,760
)
 
$
(25,360
)
Customer relationships
 
7 years
 
111,800

 

 
111,800

Trademarks
 
10 years
 
17,500

 
(1,860
)
 
15,640

 
 
 
 
$
181,700

 
$
(79,620
)
 
$
102,080


The fair value of the identified intangible assets was determined primarily using an income based approach. These estimated fair values are considered preliminary and are subject to change based on final purchase price valuation amounts. Intangible assets are amortized on a straight-line basis over the amortization periods noted above.

(G) To record deferred debt issuance costs associated with the Revolving Credit Facility.

6




(H) To reflect the preliminary estimated fair value of contingent consideration is as follows (in thousands):.
Current portion of contingent consideration—BNP Business
$
2,000

Long-term portion of contingent consideration—BNP Business
17,700

Total pro forma adjustments
$
19,700


In connection with the acquisition of the BNP Business the Company will pay up to $280.0 million in cash, of which $256.0 million is guaranteed and is considered deferred consideration (see Note I) and $24.0 million is contingent consideration. The $24.0 million in contingent consideration is measured at fair value using a discounted probability weighted valuation model.

(I) To reflect the estimated fair value of deferred consideration related to the BNP Business. The fair value has been determined based on the net present value of cash payments using an estimated borrowing rate. The details are as follows (in thousands):
Current portion of deferred consideration—BNP Business
$
46,000

Long-term portion of deferred consideration—BNP Business
174,550

Total pro forma adjustments
$
220,550


The fair value of the $256.0 million guaranteed payments are determined based on the net present value of cash payments using an estimated borrowing rate.

(J) Represents adjustments to current and long-term borrowings (in thousands):
Proceeds from Term Loan, net of issuance costs
$
237,122

Proceeds from Revolving Credit Facility
10,000

Total borrowings
247,122

Pro forma adjustment—short-term debt
17,344

Pro forma adjustment—long-term debt
$
229,778


(K) To reflect the adjustment of other current liabilities to estimated fair value.

Adjustments to the pro forma combined statements of operations

(L) To adjust depreciation and amortization expense recorded to operating expenses based on the estimated fair value of assets acquired and to conform to the presentation in the Company's historical financial statements. As discussed in Note (C), the land and building acquired have been classified as assets held for sale as if it had occurred on January 1, 2016. As such, the combined statements of operations do not include depreciation expense that would have been recorded had the land and building not been classified as held for sale of $3.7 million and $4.9 million for the nine months ended September 30, 2017 and for the year ended December 31, 2016, respectively. In addition, a reclassification has been made to the historical presentation of the Triage and BNP Businesses to conform to the financial statement presentation of Quidel, which recognizes freight expense billed to customers and bad debt expense as sales and marketing expense (in thousands):
 
Nine months ended September 30, 2017
 
Amortization expense
 
Depreciation expense
 
Freight expense
 
Bad debt expense
 
Total pro forma adjustments
Cost of sales
$
(9,724
)
 
$
(2,482
)
 
$
(6,039
)
 
$

 
$
(18,245
)
Research and development

 
(448
)
 

 

 
(448
)
Sales and marketing
(5,579
)
 

 
6,039

 
155

 
615

General and administrative

 
161

 

 
(155
)
 
6

Amortization of intangible assets from acquired businesses and technology
17,221

 

 

 

 
17,221


7



 
Year ended December 31, 2016
 
Amortization expense
 
Depreciation expense
 
Freight expense
 
Bad debt expense
 
Total pro forma adjustments
Cost of sales
$
(13,004
)
 
$
(3,510
)
 
$
(7,531
)
 
$

 
$
(24,045
)
Research and development

 
(767
)
 

 

 
(767
)
Sales and marketing
(7,438
)
 

 
7,531

 
336

 
429

General and administrative

 
214

 

 
(336
)
 
(122
)
Amortization of intangible assets from acquired businesses and technology
22,961

 

 

 

 
22,961


The following is a detail of amortization expense for the acquired intangible assets (in thousands):
 
Nine months ended September 30, 2017
 
Year ended December 31, 2016
Purchased technology
$
3,930

 
$
5,240

Trademarks
1,312

 
1,750

Customer relationships
11,979

 
15,971

Pro forma adjustment
$
17,221

 
$
22,961


(M) To reverse non-recurring transaction costs directly attributable to the acquisition incurred during the nine months ended September 30, 2017.

(N) To record the interest expense and amortization of debt issuance costs related to the Senior Credit Facility, to record interest expense related to the deferred consideration and to reduce estimated interest income earned on the cash consideration used for the acquisition (in thousands):
 
Nine months ended September 30, 2017
 
Year ended December 31, 2016
Interest expense
$
17,427

 
$
22,882

Amortization of debt issuance costs
1,450

 
2,005

Interest income reduction
452

 
440

Pro forma adjustment
$
19,329

 
$
25,327


The Company used the current interest rate on the borrowings under the Senior Credit Facility to calculate the pro forma interest expense for the nine months ended September 30, 2017 and the year ended December 31, 2016. The interest rate on the borrowings under the Senior Credit Facility are variable, a hypothetical 1/8 percent increase in the variable interest rate would yield a reduction of $0.2 million in pro forma net income for the nine months ended September 30, 2017 and $0.3 million in pro forma net income for the year ended December 31, 2016.

(O) This pro forma adjustment reflects the income tax expense related to the combined pro forma pretax income during the nine months ended September 30, 2017 and the year ended December 31, 2016, based on the statutory tax rates applicable to US and non-US jurisdictions resulting in a blended effective tax rate of 24% and 21%, respectively.

Note 4. Items not adjusted in the Unaudited Pro Forma Combined Financial Information

Pursuant to the waiver obtained from the Securities and Exchange Commission, the special purpose combined financial statements are not intended to be a complete presentation of the financial position or results of operations of the Triage and BNP Businesses. As such, these combined financial statements do not reflect adjustments for indirect corporate expenses that the Company would have incurred related to the Triage and BNP Businesses for the nine months ended September 30, 2017 and year ended December 31, 2016.

8




For the nine months ended September 30, 2017 and year ended December 31, 2016, the Company did not include the increase to cost of sales resulting from the step-up in inventory value as reflected in Note 3(B) as this increase does not have a continuing impact. This inventory write-up is expected to temporarily increase the Company's cost of sales during the first two quarters after the acquisition.

The Company expects to continue to incur integration costs that are not reflected in the unaudited pro forma combined consolidated statement of operations because it is not expected to have a continuing impact.

Management expects the Company's valuation allowance related to deferred tax assets will be released as part of the combined company, however this is not reflected in the unaudited pro forma combined consolidated statements of operations.

9
GRAPHIC 6 qdel8k20image1a06.jpg begin 644 qdel8k20image1a06.jpg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end