Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Feb. 28, 2014 | Jun. 28, 2013 | |
Document And Entity Information [Abstract] | ' | ' | ' |
Document Type | '10-K | ' | ' |
Amendment Flag | 'false | ' | ' |
Document Period End Date | 31-Dec-13 | ' | ' |
Document Fiscal Year Focus | '2013 | ' | ' |
Document Fiscal Period Focus | 'FY | ' | ' |
Trading Symbol | 'FLDM | ' | ' |
Entity Registrant Name | 'FLUIDIGM CORP | ' | ' |
Entity Central Index Key | '0001162194 | ' | ' |
Current Fiscal Year End Date | '--12-31 | ' | ' |
Entity Well-known Seasoned Issuer | 'No | ' | ' |
Entity Current Reporting Status | 'Yes | ' | ' |
Entity Voluntary Filers | 'No | ' | ' |
Entity Filer Category | 'Accelerated Filer | ' | ' |
Entity Common Stock, Shares Outstanding | ' | 27,873,761 | ' |
Entity Public Float | ' | ' | $322,715,572 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Current assets: | ' | ' |
Cash and cash equivalents | $35,261 | $58,649 |
Short-term investments | 49,083 | 21,362 |
Accounts receivable (net of allowances of $36 and $448 at December 31, 2013 and 2012, respectively) | 10,552 | 12,900 |
Inventories | 8,148 | 7,169 |
Prepaid expenses and other current assets | 1,540 | 1,131 |
Total current assets | 104,584 | 101,211 |
Long-term investments | 1,942 | 3,666 |
Property and equipment, net | 6,818 | 4,974 |
Other non-current assets | 3,571 | 3,881 |
Total assets | 116,915 | 113,732 |
Current liabilities: | ' | ' |
Accounts payable | 4,353 | 2,555 |
Accrued compensation and related benefits | 5,485 | 2,877 |
Other accrued liabilities | 5,392 | 4,279 |
Deferred revenue, current portion | 2,721 | 1,886 |
Total current liabilities | 17,951 | 11,597 |
Deferred revenue, net of current portion | 1,899 | 1,241 |
Other non-current liabilities | 651 | 237 |
Total liabilities | 20,501 | 13,075 |
Commitments and contingencies | ' | ' |
Stockholders' equity: | ' | ' |
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either December 31, 2013 or 2012 | 0 | 0 |
Common stock: $0.001 par value, 200,000 shares authorized at December 31, 2013 and 2012; 25,811 and 25,115 shares issued and outstanding at December 31, 2013 and 2012, respectively | 26 | 25 |
Additional paid-in capital | 354,465 | 342,222 |
Accumulated other comprehensive loss | -730 | -769 |
Accumulated deficit | -257,347 | -240,821 |
Total stockholders' equity | 96,414 | 100,657 |
Total liabilities and stockholders' equity | $116,915 | $113,732 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ' | ' |
Accounts receivable, allowances | $36 | $448 |
Preferred stock, par value | $0.00 | $0.00 |
Preferred stock, shares authorized | 10,000,000 | 10,000,000 |
Preferred stock, shares issued | ' | ' |
Preferred stock, shares outstanding | ' | ' |
Common stock, par value | $0.00 | $0.00 |
Common stock, shares authorized | 200,000,000 | 200,000,000 |
Common stock, shares issued | 25,811,000 | 25,115,000 |
Common stock, shares outstanding | 25,811,000 | 25,115,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenue: | ' | ' | ' |
Product revenue | $70,198 | $51,488 | $40,581 |
License and collaboration revenue | 327 | 185 | 1,716 |
Grant revenue | 658 | 661 | 568 |
Total revenue | 71,183 | 52,334 | 42,865 |
Costs and expenses: | ' | ' | ' |
Cost of product revenue | 20,204 | 15,325 | 13,191 |
Research and development | 19,953 | 16,602 | 13,936 |
Selling, general and administrative | 48,412 | 38,478 | 31,304 |
Litigation settlement | 1,267 | 0 | 3,000 |
Total costs and expenses | 89,836 | 70,405 | 61,431 |
Loss from operations | -18,653 | -18,071 | -18,566 |
Interest expense | -14 | -628 | -3,101 |
Gain from sale of investment in Verinata | 1,777 | 0 | 0 |
Loss from changes in the fair value of convertible preferred stock warrants, net | 0 | 0 | -1,483 |
Gain from extinguishment of convertible preferred stock warrants | 0 | 0 | 765 |
Other income (expense), net | 501 | -189 | 81 |
Loss before income taxes | -16,389 | -18,888 | -22,304 |
Provision for income taxes | -137 | -136 | -166 |
Net loss | -16,526 | -19,024 | -22,470 |
Deemed dividend related to the change in conversion rate of Series E convertible preferred stock | 0 | 0 | -9,900 |
Net loss attributed to common stockholders | ($16,526) | ($19,024) | ($32,370) |
Net loss per share attributed to common stockholders, basic and diluted | ($0.65) | ($0.86) | ($1.81) |
Shares used in computing net loss per share attributed to common stockholders, basic and diluted | 25,479 | 22,136 | 17,847 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Statement of Comprehensive Income [Abstract] | ' | ' | ' |
Net loss | ($16,526) | ($19,024) | ($22,470) |
Other comprehensive income (loss), net of tax | ' | ' | ' |
Foreign currency translation adjustment | 30 | -19 | 10 |
Unrealized gain on investments, net | 9 | 4 | 14 |
Other comprehensive income (loss) | 39 | -15 | 24 |
Comprehensive loss | ($16,487) | ($19,039) | ($22,446) |
Consolidated_Statements_of_Con
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (USD $) | Total | Convertible Preferred Stock | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Loss | Accumulated Deficit |
In Thousands, except Share data | ||||||
Beginning Balance at Dec. 31, 2010 | ($189,167) | $184,550 | $2 | $10,936 | ($778) | ($199,327) |
Beginning Balance, shares at Dec. 31, 2010 | ' | 10,296,000 | 1,937,000 | ' | ' | ' |
Issuance of common stock, net of issuance costs of $3,970 in 2012 and $9,346 in 2011 (in shares) | ' | ' | 6,392,000 | ' | ' | ' |
Issuance of common stock, net of issuance costs of $3,970 in 2012 and $9,346 in 2011 | 76,946 | ' | 6 | 76,940 | ' | ' |
Change in conversion rate of Series E convertible preferred stock | -9,900 | 9,900 | ' | -9,900 | ' | ' |
Conversion of convertible preferred stock into common stock at initial public offering (in shares) | ' | -10,296,000 | 11,480,000 | ' | ' | ' |
Conversion of convertible preferred stock to common stock upon initial public offering | 194,450 | -194,450 | 12 | 194,438 | ' | ' |
Issuance of common stock upon exercise of warrants (in shares) | ' | ' | 174,000 | ' | ' | ' |
Issuance of common stock upon exercise of warrants | 1,392 | ' | 0 | 1,392 | ' | ' |
Conversion of warrants from warrants for preferred stock to warrants for common stock | 1,535 | ' | ' | 1,535 | ' | ' |
Issuance of common stock upon exercise of stock options for cash and for vesting of stock options that were early exercised (in shares) | ' | ' | 338,000 | ' | ' | ' |
Issuance of common stock upon exercise of stock options for cash and for vesting of stock options that were early exercised | 1,288 | ' | 0 | 1,288 | ' | ' |
Stock-based compensation expense | 2,799 | ' | ' | 2,799 | ' | ' |
Net loss | -22,470 | ' | ' | ' | ' | -22,470 |
Other comprehensive loss | 24 | ' | ' | ' | 24 | 0 |
Ending Balance at Dec. 31, 2011 | 56,897 | 0 | 20 | 279,428 | -754 | -221,797 |
Ending Balance, shares at Dec. 31, 2011 | ' | 0 | 20,321,000 | ' | ' | ' |
Issuance of common stock, net of issuance costs of $3,970 in 2012 and $9,346 in 2011 (in shares) | ' | ' | 4,209,000 | ' | ' | ' |
Issuance of common stock, net of issuance costs of $3,970 in 2012 and $9,346 in 2011 | 56,008 | ' | 4 | 56,004 | ' | ' |
Stock-based compensation expense | 4,088 | ' | ' | 4,088 | ' | ' |
Issuance of common stock upon exercise of stock options for cash (in shares) | ' | ' | 585,000 | ' | ' | ' |
Issuance of common stock upon exercise of stock options for cash | 2,703 | ' | 1 | 2,702 | ' | ' |
Net loss | -19,024 | ' | ' | ' | ' | -19,024 |
Other comprehensive loss | -15 | ' | ' | ' | -15 | ' |
Ending Balance at Dec. 31, 2012 | 100,657 | 0 | 25 | 342,222 | -769 | -240,821 |
Ending Balance, shares at Dec. 31, 2012 | ' | 0 | 25,115,000 | ' | ' | ' |
Stock-based compensation expense | 6,438 | ' | ' | 6,438 | ' | ' |
Issuance of common stock upon exercise of stock options for cash (in shares) | 696,000 | ' | 696,000 | ' | ' | ' |
Issuance of common stock upon exercise of stock options for cash | 5,806 | ' | 1 | 5,805 | ' | ' |
Net loss | -16,526 | ' | ' | ' | ' | -16,526 |
Other comprehensive loss | 39 | ' | ' | ' | 39 | ' |
Ending Balance at Dec. 31, 2013 | $96,414 | $0 | $26 | $354,465 | ($730) | ($257,347) |
Ending Balance, shares at Dec. 31, 2013 | ' | 0 | 25,811,000 | ' | ' | ' |
Consolidated_Statements_of_Con1
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2011 | Dec. 31, 2012 |
Common Stock | ||
Issuance of common stock, issuance costs | $9,346 | $3,970 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Operating activities | ' | ' | ' |
Net loss | ($16,526) | ($19,024) | ($22,470) |
Adjustments to reconcile net loss to net cash used in operating activities: | ' | ' | ' |
Depreciation and amortization | 2,551 | 2,139 | 1,410 |
Stock-based compensation expense | 6,438 | 4,088 | 2,799 |
Loss from changes in the fair value of convertible preferred stock warrants, net | 0 | 0 | 1,483 |
Loss on disposal of property and equipment | 296 | 26 | 0 |
Gain from sale of investment in Verinata | -1,777 | 0 | 0 |
Gain from extinguishment of convertible preferred stock warrants | 0 | 0 | -765 |
Write-off of debt discount upon note repayment | 0 | 0 | 1,157 |
Amortization of debt discount and issuance cost | 0 | 52 | 182 |
Changes in assets and liabilities: | ' | ' | ' |
Accounts receivable | 2,412 | -3,702 | -1,222 |
Inventories | -1,533 | -1,682 | -1,077 |
Prepaid expenses and other assets | -882 | 201 | -471 |
Accounts payable | 1,802 | -1,815 | 540 |
Deferred revenue | 1,640 | 449 | 916 |
Other liabilities | 3,988 | 1,790 | -24 |
Net cash used in operating activities | -1,591 | -17,478 | -17,542 |
Investing activities | ' | ' | ' |
Purchases of investments | -59,436 | -35,385 | -71,379 |
Proceeds from sales and maturities of investments | 33,440 | 51,770 | 29,966 |
Proceeds from sale of investment in Verinata | 3,117 | 0 | 0 |
Purchase of intangible assets | -1,240 | 0 | 0 |
Purchases of property and equipment | -3,446 | -2,384 | -1,676 |
License agreement rights | 0 | 0 | -2,000 |
Decrease in restricted cash | 0 | 0 | -21 |
Net cash (used in) provided by investing activities | -27,565 | 14,001 | -45,110 |
Financing activities | ' | ' | ' |
Proceeds from issuance of common stock, net of issuance costs | 0 | 56,008 | 76,946 |
Proceeds from exercise of stock options | 5,806 | 2,703 | 1,288 |
Proceeds from note | 0 | 0 | 5,000 |
Repayment of note | 0 | 0 | -5,000 |
Repayment of long-term debt | 0 | -10,190 | -4,742 |
Proceeds from line of credit | 0 | 1,875 | 0 |
Repayment of line of credit | 0 | -1,875 | -3,125 |
Net cash provided by financing activities | 5,806 | 48,521 | 70,367 |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | -38 | 52 | 115 |
Net (decrease) increase in cash and cash equivalents | -23,388 | 45,096 | 7,830 |
Cash and cash equivalents at beginning of period | 58,649 | 13,553 | 5,723 |
Cash and cash equivalents at end of period | 35,261 | 58,649 | 13,553 |
Supplemental disclosures of cash flow information | ' | ' | ' |
Cash paid for interest | 7 | 579 | 1,715 |
Cash paid for income taxes | 242 | 181 | 42 |
Non-cash investing and financing activities | ' | ' | ' |
Conversion of convertible preferred stock to common stock upon initial public offering | 0 | 0 | 184,550 |
Conversion of convertible preferred stock warrants to common stock warrants | 0 | 0 | 1,535 |
Issuance of convertible preferred stock warrants in connection with note and warrant agreement and long-term debt | 0 | 0 | 1,157 |
Issuance of common stock in connection with net exercise of convertible preferred stock warrants | 0 | 0 | 1,392 |
Extinguishment of convertible preferred stock warrants upon initial public offering | $0 | $0 | $765 |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2013 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | ' |
Description of Business | ' |
Description of Business | |
Fluidigm Corporation (we, our, or us) was incorporated in the State of California in May 1999 to commercialize microfluidic technology initially developed at the California Institute of Technology. In July 2007, we were reincorporated in Delaware. Our headquarters are located in South San Francisco, California. | |
We develop, manufacture, and market microfluidic systems to academic institutions, clinical laboratories, and pharmaceutical, biotechnology, and agricultural biotechnology (Ag-Bio) companies in growth markets, such as single-cell genomics, applied genotyping, and sample preparation for targeted resequencing. Our proprietary microfluidic systems consist of instruments and consumables, including integrated fluidic circuits (IFCs), and three families of assay chemistries. These systems are designed to simplify experimental workflow, increase throughput, reduce costs, and provide quality data. | |
Initial Public Offering | |
On February 9, 2011, our registration statement on Form S-1 relating to an initial public offering (IPO) of our common stock was declared effective by the Securities and Exchange Commission (SEC). Upon the closing of the IPO on February 15, 2011, we sold 6,392,083 shares of common stock and received cash proceeds of approximately $77.0 million, net of underwriting commissions and issuance costs. Concurrently, all outstanding shares of convertible preferred stock converted by their terms into approximately 11,480,000 shares of common stock and the related carrying value of approximately $184.6 million, plus $9.9 million of deemed dividend (see Note 2), was reclassified to common stock and additional paid-in capital. | |
Secondary Offering | |
On August 21, 2012, we closed an underwritten public offering of 4,209,000 shares of our common stock and received cash proceeds of approximately $56.0 million, net of underwriting commissions and issuance costs. The shares were issued pursuant to a registration statement on Form S-3 declared effective by the SEC on May 10, 2012. | |
Senior Convertible Notes Offering | |
On February 4, 2014, we closed an underwritten public offering of approximately $201.3 million aggregate principal amount of our 2.75% Senior Convertible Notes due 2034 (Notes). We received cash proceeds of approximately $194 million, net of underwriting discounts and issuance costs (subject to adjustment). The Notes were offered and sold pursuant to a registration statement on Form S-3ASR declared effective by the SEC on January 29, 2014. Also see Note 16. | |
Acquisition of DVS Sciences, Inc. | |
On February 13, 2014, we completed our acquisition of DVS Sciences, Inc., a Delaware corporation (DVS) for approximately $193.8 million and assumed all outstanding DVS stock options and unvested restricted stock, pursuant to a merger agreement dated as of January 28, 2014. The merger consideration payable to the former stockholders of DVS, excluding the value of stock options and unvested restricted stock assumed by us, consisted of approximately $117.2 million in cash and 1,759,007 shares of Fluidigm common stock with a fair value of approximately $76.8 million, including cash of $1.0 million deposited in escrow to satisfy certain potential working capital adjustments. In addition, 50.3030% of the shares with a fair value of $38.6 million were deposited into escrow to secure indemnification obligations under the merger agreement. | |
The cash consideration payable to the former stockholders of DVS was financed in part with the net proceeds from the public offering of our Notes. See Note 16. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | ' | ||||||||||||||||||||||||||||||||
Summary of Significant Accounting Policies | |||||||||||||||||||||||||||||||||
Basis of Presentation and Consolidation | |||||||||||||||||||||||||||||||||
The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly-owned subsidiaries. As of December 31, 2013, we had wholly-owned subsidiaries in Singapore, the Netherlands, Japan, France, the United Kingdom, and China. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||||||||||||||||||
Amended and Restated Certificate of Incorporation | |||||||||||||||||||||||||||||||||
In February 2011, we amended and restated our Certificate of Incorporation to increase the total number of shares of stock authorized for issuance from 29,595,999 to 210,000,000, consisting of an increase in the number of shares of common stock authorized for issuance from 18,327,000 to 200,000,000 and a decrease in the number of shares of preferred stock authorized for issuance from 11,268,999 to 10,000,000. | |||||||||||||||||||||||||||||||||
In January 2011, we amended and restated our Certificate of Incorporation to decrease the conversion price of our Series E convertible preferred stock from $24.22 to $18.63 per share. As a result, we recognized a deemed dividend of $9.9 million, reflecting the fair value of the additional shares of common stock to be issued as a result of the change in conversion price of the Series E convertible preferred stock. The deemed dividend increased the net loss attributed to common stockholders in the calculation of basic and diluted net loss per share. | |||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from these estimates and could have a material adverse effect on our consolidated financial statements. | |||||||||||||||||||||||||||||||||
Foreign Currency | |||||||||||||||||||||||||||||||||
Assets and liabilities of non-U.S. subsidiaries that use the local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity. Income and expense accounts are translated at monthly average exchange rates during the year. Transaction gains and losses have not been material. | |||||||||||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||||||||||
We consider all highly liquid financial instruments with maturities at the time of purchase of three months or less to be cash equivalents. Cash and cash equivalents may consist of cash on deposit with banks, money market funds, and notes from government-sponsored agencies. | |||||||||||||||||||||||||||||||||
Investments | |||||||||||||||||||||||||||||||||
Short and long-term investments are comprised of notes from government-sponsored agencies. All investments are recorded at estimated fair value. Any unrealized gains and losses from investments are reported in accumulated other comprehensive loss, a separate component of stockholders’ equity. We evaluate our investments to assess whether investments with unrealized loss positions are other than temporarily impaired. An investment is considered to be other than temporarily impaired if the impairment is related to deterioration in credit risk or if it is likely that we will sell the securities before the recovery of their cost basis. No investment has been assessed as other than temporarily impaired, and realized gains and losses were immaterial during the years presented. The cost of securities sold or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific-identification method. | |||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||||||||||
Our financial instruments consist primarily of cash and cash equivalents, investments, accounts receivable, and accounts payable. Our cash equivalents, investments, accounts receivable, and accounts payable have short maturity or payment periods. Accordingly, their carrying values approximated their fair values at December 31, 2013 and 2012. As a basis for considering fair value, we follow a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||||||||||||||||||
Level I: observable inputs such as quoted prices in active markets; | |||||||||||||||||||||||||||||||||
Level II: inputs other than quoted prices in active markets that are observable either directly or indirectly; and | |||||||||||||||||||||||||||||||||
Level III: unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. | |||||||||||||||||||||||||||||||||
This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our cash equivalents, which include money market funds, are classified as Level I because they are valued using quoted market prices. Our investments are generally classified as Level II because their value is based on valuations using significant inputs derived from or corroborated by observable market data. Depending on the security, the income and market approaches are used in the model driven valuations. Inputs of these models include recently executed transaction prices in securities of the issuer or comparable issuers and yield curves. | |||||||||||||||||||||||||||||||||
The following table sets forth our financial instruments that were measured at fair value by level within the fair value hierarchy (in thousands): | |||||||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||
Money market funds (See Note 4) | $ | 17,547 | $ | 0 | $ | 0 | $ | 17,547 | $ | 17 | $ | 0 | $ | 0 | $ | 17 | |||||||||||||||||
U.S. government and agency securities | 0 | 51,025 | 0 | 51,025 | 0 | 26,579 | 0 | 26,579 | |||||||||||||||||||||||||
Total assets measured at fair value | $ | 17,547 | $ | 51,025 | $ | 0 | $ | 68,572 | $ | 17 | $ | 26,579 | $ | 0 | $ | 26,596 | |||||||||||||||||
The following is a summary of investments and cash equivalents at December 31, 2013 (in thousands): | |||||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||||||||||||||
U.S. government and agency securities | $ | 51,012 | $ | 17 | $ | (4 | ) | $ | 51,025 | ||||||||||||||||||||||||
The contractual maturity periods of $49.1 million of our investments are within one year from December 31, 2013. The contractual maturity periods of our remaining securities are less than eighteen months from December 31, 2013. | |||||||||||||||||||||||||||||||||
Accounts Receivable | |||||||||||||||||||||||||||||||||
Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. We evaluate such allowances on a regular basis and adjust them as needed. | |||||||||||||||||||||||||||||||||
Concentrations of Business and Credit Risk | |||||||||||||||||||||||||||||||||
Financial instruments that potentially subject us to credit risk consist of cash, cash equivalents, investments, and accounts receivable. Our cash, cash equivalents, and investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and investments are financial instruments that potentially subject us to concentrations of risk. Under our investment policy, we invest primarily in securities issued by the U.S. government. The goals of our investment policy, in order of priority, are as follows: preservation of capital, meet liquidity needs, and optimize returns. | |||||||||||||||||||||||||||||||||
We generally do not require collateral to support credit sales. To reduce credit risk, we perform credit evaluations of our customers. No single customer represented more than 10% of total revenue for 2013, 2012, or 2011, and no single customer represented more than 10% of total accounts receivable at December 31, 2013, or 2012. | |||||||||||||||||||||||||||||||||
Our products include components that are currently procured from a single source or a limited number of sources. We believe that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components. | |||||||||||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||||||||||
Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Inventories include raw materials, work-in-process, and finished goods. Finished goods that are used for research and development are expensed as consumed or depreciated over period of use. Provisions for slow-moving, excess, and obsolete inventories are recorded when required to reduce inventory values to their estimated net realizable values based on product life cycle, development plans, product expiration, and quality issues. | |||||||||||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||||||||||
Property and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Accumulated depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. | |||||||||||||||||||||||||||||||||
We evaluate our long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment of long-lived assets for any of the periods presented herein. | |||||||||||||||||||||||||||||||||
Investment, at Cost | |||||||||||||||||||||||||||||||||
At December 31, 2012, we had a minority equity investment in Verinata Health, Inc. (Verinata), a privately-held company, that was included in other non-current assets and accounted for under the cost method of accounting. Under the cost method of accounting, the investment was carried at cost and adjusted only for other than temporary declines in value. No such declines were identified and the carrying value of the investment at December 31, 2012 was $1.3 million. | |||||||||||||||||||||||||||||||||
In February 2013, Illumina, Inc. acquired Verinata for $350 million in cash and up to an additional $100 million in milestone payments through 2015. In March 2013, we received cash proceeds of $3.1 million in exchange for our ownership interest in Verinata resulting in a gain of $1.8 million. If the milestone payments become payable in the future, we could receive up to $3.2 million in additional proceeds. | |||||||||||||||||||||||||||||||||
Intangible Assets Acquisition | |||||||||||||||||||||||||||||||||
On June 28, 2013, we acquired certain patents, patent applications, and licenses from Helicos Biosciences Corporation (Helicos) relating to Helicos’ next-generation sequencing technology. The rights acquired by us are subject to certain licenses and sublicenses granted by Helicos prior to or contemporaneously with our acquisition. The assets were acquired for $1.0 million and we incurred transaction costs of approximately $0.3 million. The patents, patent applications, and licenses have an alternative future use and, as a result, the acquired assets and transaction costs are capitalized as intangible assets and are included in other non-current assets. The acquired assets are being amortized to research and development expense over their useful life of ten years. Amortization expense for the year ended December 31, 2013 was $63,000. | |||||||||||||||||||||||||||||||||
We evaluate our intangible assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment on intangible assets for any of the periods presented herein. | |||||||||||||||||||||||||||||||||
Reserve for Product Warranties | |||||||||||||||||||||||||||||||||
We generally provide a one-year warranty on our instruments. We review our exposure to estimated warranty expense associated with instrument sales and establish an accrual based on historical product failure rates and actual warranty costs incurred. This expense is recorded as a component of cost of product revenue in the consolidated statements of operations. Warranty accrual balance was $0.3 million at December 31, 2013 and 2012. | |||||||||||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||||||||||
We generate revenue from sales of our products, license and collaboration agreements, and government grants. Our products consist of instruments and consumables, including IFCs, assays, and other reagents, related to our microfluidic systems. Product revenue includes services for instrument installation, training, and customer support services. | |||||||||||||||||||||||||||||||||
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectability is reasonably assured. We assess collectability based on factors such as the customer’s creditworthiness and past collection history, if applicable. If collection is not reasonably assured, revenue recognition is deferred until receipt of payment. We also assess whether a price is fixed or determinable by, among other things, reviewing contractual terms and conditions related to payment. Delivery occurs when there is a transfer of title and risk of loss passes to the customer. | |||||||||||||||||||||||||||||||||
Product Revenue | |||||||||||||||||||||||||||||||||
Certain of our sales contracts involve the delivery of multiple products and services within contractually binding arrangements. Significant judgment is sometimes required to determine the appropriate accounting for such arrangements, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes and, if so, how the related sales price should be allocated among the elements, when to recognize revenue for each element, and the period over which revenue should be recognized. | |||||||||||||||||||||||||||||||||
For sales contracts that include multiple deliverables, we allocate the contract consideration at the inception of the contract to each unit of accounting based upon its relative selling price. We may use our best estimate of selling price for | |||||||||||||||||||||||||||||||||
individual deliverables when vendor specific objective evidence or third-party evidence is unavailable. A delivered item is considered to be a separate unit of accounting when it has value to the customer on a stand-alone basis. | |||||||||||||||||||||||||||||||||
Our products, other than service contracts, are delivered within a short time frame, generally within one to three months, of the contract date. Service contracts are entered into for terms of one to three year, following the expiration of the warranty period. | |||||||||||||||||||||||||||||||||
Our products are sold without the right of return. Accruals are provided for estimated warranty expenses at the time the associated revenue is recognized. Amounts received before revenue recognition criteria are met are classified as deferred revenue in the consolidated balance sheets. | |||||||||||||||||||||||||||||||||
License Revenue | |||||||||||||||||||||||||||||||||
License and royalty revenue from license agreements is recognized when received, which is generally in the quarter following the quarter in which the corresponding sales occur. | |||||||||||||||||||||||||||||||||
Collaboration Revenue | |||||||||||||||||||||||||||||||||
We have entered into collaboration agreements with third parties that provided us with up-front and periodic milestone payments. Upfront payments are generally recognized over the term of the underlying agreement. Revenue associated with substantive at-risk milestones is recognized based upon the achievement of the milestones as defined in the agreement. | |||||||||||||||||||||||||||||||||
Grant Revenue | |||||||||||||||||||||||||||||||||
We receive grants from various governmental entities for research and related activities. Grants provide us with payments for certain types of research and development activities performed over a contractually defined period. Grant revenue is recognized in the period during which the related costs are incurred, provided that the conditions under which the grants were provided have been met and we have only perfunctory obligations outstanding. Amounts received in advance of revenue recognition are classified as deferred revenue in the consolidated balance sheets. Costs associated with grants are included in research and development expenses in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||
Shipping and Handling Costs | |||||||||||||||||||||||||||||||||
Shipping and handling costs incurred for product shipments are included within cost of product revenue in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||
Research and Development | |||||||||||||||||||||||||||||||||
We recognize research and development expenses in the period incurred. Research and development expenses consist of personnel costs, independent contractor costs, prototype and materials expenses, allocated facilities and information technology expenses, and related overhead expenses. | |||||||||||||||||||||||||||||||||
Advertising Costs | |||||||||||||||||||||||||||||||||
We expense advertising costs as incurred. We incurred advertising costs of $2.4 million, $1.3 million, and $0.7 million during 2013, 2012, and 2011, respectively. | |||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||
We use the asset and liability method to account for income taxes, whereby deferred income taxes reflect the impact of temporary differences for items recognized for financial reporting purposes over different periods than for income tax purposes. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. | |||||||||||||||||||||||||||||||||
We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Any interest and penalties related to uncertain tax positions are reflected in income tax provision. | |||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||
We account for stock options granted to employees and directors based on the fair value of the award. We recognize stock-based compensation expense on a straight-line basis over the requisite service periods. For performance-based stock options, we recognize stock-based compensation expense over the requisite service period using the accelerated attribution method. | |||||||||||||||||||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||
Comprehensive income (loss) is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss. | |||||||||||||||||||||||||||||||||
Net Loss per Share Attributed to Common Stockholders | |||||||||||||||||||||||||||||||||
Our basic and diluted net loss per share attributed to common stockholders is calculated by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Options to purchase our common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share attributed to common stockholders, as their effect is anti-dilutive for all periods presented. | |||||||||||||||||||||||||||||||||
The following potentially dilutive common shares were excluded from the computations of diluted net loss per share attributed to common stockholders for the periods presented because including them would have been anti-dilutive (in thousands): | |||||||||||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Options to purchase common stock | 3,432 | 2,945 | 2,491 | ||||||||||||||||||||||||||||||
Recent Accounting Pronouncement | |||||||||||||||||||||||||||||||||
In June 2013, the Financial Accounting Standards Board ratified Emerging Issues Task Force (EITF) Issue 13-C, “Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists” which concludes an unrecognized tax benefit should be presented as a reduction of a deferred tax asset when settlement in this manner is available under the tax law. This guidance is effective for our interim and annual periods beginning January 1, 2014. We do not believe the adoption of this guidance will have a material impact on our consolidated financial statements. |
License_Development_Collaborat
License, Development, Collaboration, and Grant Agreements | 12 Months Ended |
Dec. 31, 2013 | |
Disclosure License Collaboration And Grant Agreements [Abstract] | ' |
License, Development, Collaboration, and Grant Agreements | ' |
License, Development, Collaboration, and Grant Agreements | |
License Agreements | |
On June 30, 2011, we settled certain litigation and entered into a series of patent license agreements with Life Technologies Corporation (now part of Thermo Fisher Scientific) and its subsidiary, Applied Biosystems, LLC (collectively, Life). The agreements resulted in a net $3.0 million payment by us to Life, which was recognized as a litigation settlement expense in our consolidated statement of operations because the amount paid by us was principally attributable to resolving Life’s litigation claims with respect to a specific expiring U.S. patent and its foreign counterparts. The agreements also provide for various royalty payments on future sales of certain products by each of the parties. Such royalty payments or receipts have not been and are not expected to be material to us. | |
Under the terms of the agreements, in July 2011, we paid Life $2.0 million in connection with the exercise of our option to limit or preclude certain patent litigation between us and Life for a period of two to four years. As a result, subject to certain exceptions, Life may not initiate litigation under its patents existing as of June 30, 2011 against our customers for a period of two years, and against us, with respect to its current products and equivalent future products, for a period of four years. The additional payment was included in other assets and is being amortized to selling, general and administrative expense over four years on a straight-line basis beginning in July 2011. The additional payment is being amortized to selling, general and administrative expense because it precludes Life from initiating litigation for a period of four years under its relevant patents for any alleged prior and future infringement by us, and because such preclusion relates to our equivalent future products. We recognized $0.5 million of amortization expense during each of 2013 and 2012. | |
In May 2011, we entered into an agreement with Caliper Life Sciences, Inc., which subsequently became a PerkinElmer company (Caliper), to license Caliper’s existing patent portfolio in certain fields, including non-invasive prenatal diagnostics, and obtained an option to extend this license to cover additional fields. Additional payments are due if we exercise our option to extend the license. Under this agreement, we made an up-front payment of $0.6 million and our obligation to pay royalties to Caliper commenced in January 2012. In August 2011, we entered into an amendment to the agreement with Caliper and made an additional up-front payment of $0.5 million. Pursuant to the amendment, the rates for royalties payable to Caliper were substantially reduced and the period for which we are obligated to make royalty payments was shortened, with the last payment due in mid-2018 for our existing products at the time of amendment and their future equivalents. If any of our future products are determined to infringe Caliper’s patents, the same reduced royalty rates will apply until the respective patents expire. The aggregate $1.1 million of payments to Caliper are being amortized to cost of product revenue on a straight-line basis through July 2018, when our royalty payment obligations are expected to terminate based upon our current products. We recognized $0.3 million in cost of product revenue during each of 2013 and 2012 and $0.1 million in 2011. Our future royalty payments are not expected to be material. | |
Collaboration Agreement | |
In May 2010, we entered into a collaboration agreement with Novartis Vaccines & Diagnostics, Inc. to develop a new product and received an up-front payment of $0.7 million. Additionally, the collaboration agreement provided for payments to us upon the achievement of multiple defined milestones related to the design and development of product prototypes. The agreement set forth a detailed scope of work, tasks, and metrics for each milestone. These product prototypes had not been previously produced by us and the achievement of these and other future milestones was uncertain at the time we entered into the collaboration agreement. We considered each of the milestones to be substantive and, accordingly, we recognized payments received from meeting such milestones as revenue, when each milestone was achieved. | |
In March 2011, we entered into an amendment to the collaboration agreement and received an additional $0.3 million. Under the amendment, certain milestones were modified and payment terms related to this agreement associated with satisfaction of the milestones were revised. | |
During 2011, we recognized $1.0 million of milestone revenue related to this agreement. All our performance obligations under this agreement were satisfied at December 31, 2011 and there are no other agreements with potential future milestone. The collaboration agreement terminated in accordance with its terms, effective May 1, 2012. | |
Grants | |
California Institute for Regenerative Medicine | |
In April 2009, we were awarded a grant from the California Institute for Regenerative Medicine (CIRM) in the amount of $0.8 million to be earned over a two-year period. Under this grant, we designed and developed prototype microfluidic systems for use in stem cell research. The final payment under this grant was received in September 2011. In May 2011, we were awarded a second grant from CIRM in the amount of $1.9 million to be earned over a three-year period. Under this grant, we continue to design and develop prototype microfluidic systems for use in stem cell research. The CIRM grant revenue is recognized as the related research and development services are performed and costs associated with this grant were recognized as research and development expense during the period incurred. We recognized $0.6 million of CIRM grant revenue during each of 2013 and 2012. | |
Singapore Economic Development Board | |
In February 2007, we entered into a letter agreement providing for up to SG$3.7 million (approximately US$2.9 million using the December 31, 2013 exchange rate) in grants from the Singapore Economic Development (EDB). This letter agreement applied to research, development, and manufacturing activity from June 1, 2006 through May 31, 2011 by Fluidigm Singapore Pte. Ltd. (Fluidigm Singapore), our wholly-owned subsidiary. Grant payments were calculated as a portion of qualifying expenses incurred in Singapore relating to salaries, overhead, outsourcing and subcontracting expenses, operating expenses, and raw material purchases. In May 2011, Fluidigm Singapore submitted its final progress report and evidence of achievement of its development targets under the letter agreement. We received our final grant payment under the letter agreement in July 2011. In July 2013, we received confirmation from EDB that all of our obligations under the letter agreement had been met. | |
This agreement further provided EDB with the right to demand repayment of a portion of past grant in the event we did not meet our obligations under the agreement. Based on confirmation received from the EDB, we have fulfilled our obligations under the grant and will, therefore, not have to repay any of the grant proceeds received. | |
All ownership rights in the intellectual property developed by us in Singapore remain with Fluidigm Singapore, and no such rights are conveyed to EDB under the agreements. |
Balance_Sheet_Data
Balance Sheet Data | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Balance Sheet Related Disclosures [Abstract] | ' | ||||||||
Balance Sheet Data | ' | ||||||||
Balance Sheet Data | |||||||||
Cash and Cash Equivalents | |||||||||
The following are summaries of cash and cash equivalents (in thousands): | |||||||||
Amortized Cost | |||||||||
and | |||||||||
Estimated Fair | |||||||||
Value | |||||||||
As of December 31, 2013: | |||||||||
Cash | $ | 17,714 | |||||||
Money market funds | 17,547 | ||||||||
$ | 35,261 | ||||||||
As of December 31, 2012: | |||||||||
Cash | $ | 57,082 | |||||||
U.S. government and agency security | 1,550 | ||||||||
Money market funds | 17 | ||||||||
$ | 58,649 | ||||||||
Inventories | |||||||||
Inventories consist of the following (in thousands) as of: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Raw Materials | $ | 2,650 | $ | 2,846 | |||||
Work-in-process | 1,627 | 1,369 | |||||||
Finished Goods | 3,871 | 2,954 | |||||||
$ | 8,148 | $ | 7,169 | ||||||
Property and Equipment | |||||||||
Property and equipment consists of the following (in thousands) as of: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Computer equipment and software | $ | 2,728 | $ | 2,373 | |||||
Laboratory and manufacturing equipment | 13,972 | 12,845 | |||||||
Leasehold improvements | 1,485 | 991 | |||||||
Office furniture and fixtures | 822 | 577 | |||||||
19,007 | 16,786 | ||||||||
Less accumulated depreciation and amortization | (14,470 | ) | (12,953 | ) | |||||
Construction-in-progress | 2,281 | 1,141 | |||||||
Property and equipment, net | $ | 6,818 | $ | 4,974 | |||||
LongTerm_Debt
Long-Term Debt | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Long-Term Debt | ' |
Long-Term Debt | |
We entered into a long-term loan agreement in March 2005 that was subsequently amended in 2006, 2008, 2009, and 2010 (as amended, the Loan Agreement). In connection with the Loan Agreement, we issued warrants to purchase a total of 209,960 shares of our convertible preferred stock to the lender. Upon the closing of our IPO in February 2011, the warrants to purchase 209,960 shares of our convertible preferred stock that were held by the lender were converted to warrants to purchase shares of common stock. In July 2011, the lender net exercised these warrants at an exercise price of $12.11 per share and was issued 70,731 shares of common stock. | |
Commencing in March 2011, we made principal and interest payments of $0.6 million per month and, as required under the Loan Agreement, we made an additional principal payment of $2.3 million in March 2012. Using the effective interest method, a majority of the March 2012 payment was accrued as interest expense in periods prior to 2010 with the remainder being recognized through the maturity date. In June 2012, we elected to make an additional principal payment in the amount of $1.9 million using proceeds from our Line of Credit (see Note 6) and we paid the remaining balance due of $2.1 million in September 2012. |
Line_of_Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Line of Credit | ' |
Line of Credit | |
In December 2012, we entered into a two-year bank line of credit agreement (as amended, the Line of Credit) that provided us with the ability to borrow up to $10.0 million, of which $6.0 million is available on a non-formula basis, subject to certain covenants and other restrictions. The balance of $4.0 million is available based on eligible receivables. The Line of Credit is collateralized by our assets, excluding our intellectual property, and bears interest at a rate equal to the greater of (i) 3.75% or (ii) the prime rate plus 0.50% per year. At December 31, 2013 and 2012, there was no outstanding balance on the Line of Credit and we were in compliance with all applicable covenants. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Commitments and Contingencies | ' | |||
Commitments and Contingencies | ||||
Operating Leases | ||||
We have entered into various long-term non-cancelable operating leases for equipment and facilities. | ||||
On April 9, 2013, we entered into an amendment (the Amendment) to the lease agreement dated September 4, 2010 (as amended, the Lease) relating to the lease of office and laboratory space at our headquarters located at 7000 Shoreline Court, South San Francisco, California. The Amendment provides for an expansion of the premises covered under the Lease to include space that is currently being subleased by us from a third party through March 31, 2014; an extension of the term of the Lease to April 30, 2020 with an option to renew for an additional five years; payment of base rent with rent escalation; and payment of certain operating expenses during the term of the Lease. The Amendment also provides for an allowance of approximately $0.7 million for tenant improvements, which, to the extent not used by March 31, 2015, will be used to offset base rent obligations, and an additional allowance of approximately $0.5 million for tenant improvements, which, if used, will be repaid in equal monthly payments with interest at a rate of 9% per annum over the remaining term of the Lease. | ||||
On October 14, 2013, Fluidigm Singapore accepted an offer of tenancy (Lease) from HSBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust (Landlord), relating to the lease of a facility located at Block 5008, Ang Mo Kio Avenue 5, TECHplace II, Singapore 569874. Pursuant to the terms of the Lease, Fluidigm Singapore took possession of the facility commencing on March 3, 2014 for a term of 99 months, and the Lease and rental obligations thereunder will commence on June 3, 2014. The Lease also provides Fluidigm Singapore with an option to renew the Lease for an additional 60 months at the then prevailing market rent, and on similar terms as the existing Lease, and a right of first refusal on certain additional space in the building beginning June 2, 2014 until June 1, 2015. The leases for Fluidigm Singapore’s existing facilities terminate on September 30, 2014. Fluidigm Singapore intends to consolidate its manufacturing operations in the new space in the third quarter of 2014. See Note 16. | ||||
As of December 31, 2013, we also leased office space under non-cancelable leases in Japan, China, and France, with various expiration dates through March 2016. Certain facility leases also contain rent escalation clauses. Future minimum lease payments under non-cancelable operating leases as of December 31, 2013 are as follows (in thousands): | ||||
Years ending December 31: | ||||
2014 | $ | 2,077 | ||
2015 | 2,235 | |||
2016 | 2,103 | |||
2017 | 2,077 | |||
2018 | 2,100 | |||
Thereafter | 4,116 | |||
Total minimum payments | $ | 14,708 | ||
Our lease payments are expensed on a straight-line basis over the life of the lease. Rental expense under operating leases, net of amortization of lease incentive, totaled $2.7 million, $1.9 million, and $1.6 million for 2013, 2012, and 2011, respectively. | ||||
Other Commitments | ||||
In the normal course of business, we enter into various contractual and legally binding purchase commitments. As of December 31, 2013, these commitments for the next year were approximately $8.6 million. | ||||
Indemnifications | ||||
From time to time, we have entered into indemnification provisions under certain of our agreements in the ordinary course of business, typically with business partners, customers, and suppliers. Pursuant to these agreements, we may indemnify, hold harmless, and agree to reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification provisions is generally perpetual from the time of the execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is typically not limited to a specific amount. In addition, we have entered into indemnification agreements with our officers and directors. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As of December 31, 2013, we had no accrued liabilities for these indemnification provisions. | ||||
Contingencies | ||||
From time to time, we may be subject to various legal proceedings and claims arising in the ordinary course of business. We assess contingencies to determine the degree of probability and range of possible loss for potential accrual in our financial statements. An estimated loss contingency is accrued in the financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. | ||||
Pursuant to the terms of a patent cross license agreement with Applied Biosystems, LLC (a subsidiary of Life Technologies Corporation, or Life, and now part of Thermo Fisher Scientific), we are obligated to make a $1.0 million payment to Life upon satisfaction of certain conditions. We do not believe that the conditions triggering the payment obligation have been met; however, on October 16, 2013, Life provided notice that the $1.0 million payment was due and payable under the license agreement. We accrued a loss contingency of $1.0 million on September 30, 2013 and on January 30, 2014, we paid Life the amount due while reserving our rights with respect to such matter. Among other reasons, we made the payment to avoid what would have been, in our view, an improper termination of our license to certain Life patent filings under the agreement, which could have subjected our relevant product lines to risks associated with patent infringement litigation. | ||||
On November 6, 2012, we filed a complaint against NanoString Technologies, Inc., or NanoString, in the United States District Court in the Northern District of California (Civil Action No. 12-5712), alleging claims of false advertising, unfair competition, and unlawful trade practice in violation of the Lanham Act and corresponding sections of the California Business & Professions Code. Our complaint sought to enjoin NanoString from continuing to make or disseminate any of the false and misleading claims, misrepresenting and/or exaggerating the performance of its product in comparison with our BioMark System, to require NanoString to retract, remove, or correct the false and misleading advertising claims, and to recover damages and other relief for harm caused to us by NanoString. In addition, we filed a lawsuit on April 5, 2013 in Singapore against NanoString alleging malicious falsehood in advertising and trademark infringement. On September 30, 2013, we and NanoString agreed to settle the lawsuits. The terms of the settlement require NanoString to, among other things, pay us $0.6 million, remove all references - from its marketing materials, website, and promotional activities - to a single-cell comparison study comparing Fluidigm and NanoString single-cell products, as well as recall and destroy all materials related to and/or based on the study. The case brought in the United States District Court in the Northern District of California was dismissed on October 22, 2013, and the case brought in Singapore was discontinued on October 29, 2013. |
Promissory_Notes
Promissory Notes | 12 Months Ended |
Dec. 31, 2013 | |
Debt Disclosure [Abstract] | ' |
Promissory Notes | ' |
Promissory Notes | |
Note and Warrant Purchase Agreement | |
In January 2011, we entered into a note and warrant purchase agreement (the Note Agreement) with existing stockholders, including certain of our officers and directors, under which we issued subordinated secured promissory notes (the Notes) with an aggregate principal amount of $5.0 million bearing interest at a rate of 8% per year. Our obligations under the Notes were secured by our assets, excluding intellectual property, and were subordinated to senior indebtedness under the Loan Agreement (see Note 5) and the Line of Credit (see Note 6). Notes issued under the Note Agreement matured on the earliest to occur of the closing of the next financing in which we issued and sold shares of capital stock of at least $25.0 million, a change of control as defined in the Note Agreement, or January 6, 2012 (the maturity date). In connection with the Note Agreement, we issued warrants to acquire a total of 103,182 shares of Series E-1 convertible preferred stock at $0.02 per share. The fair value of these warrants, based on a contemporaneous valuation, was $1.2 million and was recognized as an original issue discount amortizable over the expected life of the borrowing. As a result of our IPO in February 2011, the warrants were net exercised for 103,182 shares of our common stock and we repaid all principal and interest outstanding under these Notes in February and March 2011. Upon repayment of the Notes, the unamortized discount of $1.2 million was immediately recognized as interest expense. |
Convertible_Preferred_Stock_Wa
Convertible Preferred Stock Warrants | 12 Months Ended |
Dec. 31, 2013 | |
Warrants and Rights Note Disclosure [Abstract] | ' |
Convertible Preferred Stock Warrants | ' |
Convertible Preferred Stock Warrants | |
On February 10, 2011, we had outstanding warrants to purchase 489,880 shares of our convertible preferred stock that had been granted at various times since 2001. Warrants to purchase our convertible preferred stock were recognized at fair value using the Black-Scholes option pricing model and classified as liabilities because the warrants may have conditionally obligated us to transfer assets at some point in the future. The warrants were subject to remeasurement to fair value at each balance sheet date, and any change in fair value was recognized in the condensed consolidated statements of operations as loss from changes in the fair value of convertible preferred stock warrants. The fair value of these warrants was approximately $3.7 million at February 10, 2011, which was an increase in fair value of approximately $1.5 million since December 31, 2010. Upon the closing of our IPO, warrants for approximately 103,182 shares of our convertible preferred stock were net exercised and the related liability of $1.4 million was reclassified to additional paid-in capital; warrants to purchase 209,960 shares of our convertible preferred stock were converted into warrants to purchase common stock and the related liability of $1.5 million was reclassified to additional paid-in capital; the remaining warrants to purchase 176,738 shares of our convertible preferred stock expired unexercised and the related liability of $0.8 million was recognized as gain from extinguishment of convertible preferred stock warrants. |
Convertible_Preferred_Stock
Convertible Preferred Stock | 12 Months Ended |
Dec. 31, 2013 | |
Equity [Abstract] | ' |
Convertible Preferred Stock | ' |
Convertible Preferred Stock | |
As of December 31, 2013 and 2012, there were no shares of convertible preferred stock issued or outstanding as all shares of preferred stock converted to shares of common stock upon completion of our IPO. During 2011, all outstanding shares of convertible preferred stock converted by their terms into approximately 11,480,000 shares of common stock and the related carrying value of approximately $184.6 million, plus $9.9 million of deemed dividend (see Note 2), was reclassified to common stock and additional paid-in capital. | |
Each share of convertible preferred stock converted into common stock based upon a conversion rate of one share of common stock for each share of convertible preferred stock regardless of the series, except for Series E convertible preferred stock which converted at a rate of approximately 1.3 shares of common stock for each share of Series E convertible preferred stock. | |
No dividends on the convertible preferred stock have been declared or paid from our inception through the conversion of the preferred stock into common stock. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Stock-Based Compensation | ' | |||||||||||||
Stock-Based Compensation | ||||||||||||||
2011 Equity Incentive Plan | ||||||||||||||
On January 28, 2011, our board of directors adopted the 2011 Equity Incentive Plan (the 2011 Plan) under which incentive stock options, nonstatutory stock options, restricted stock units, stock appreciation rights, performance units, and performance shares (collectively, Awards) may be granted to our employees, directors, and consultants. | ||||||||||||||
Incentive stock options and nonstatutory stock options granted under the 2011 Plan have a term of no more than ten years from the date of grant and an exercise price of at least 100% of the fair market value of the underlying common stock on the date of grant. If a participant owns stock representing more than 10% of the voting power of all classes of our stock on the grant date, an incentive stock option awarded to the participant will have a term of no more than five years from the date of grant and an exercise price of at least 110% of the fair market value of the underlying common stock on the date of grant. Generally, outstanding options vest at a rate of either 25% on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months. We may grant options with different vesting terms from time to time. | ||||||||||||||
Our board of directors sets the terms, conditions, and restrictions related to the grant of restricted stock units, including the number of restricted stock units to grant. Our board of directors also sets vesting criteria and, depending on the extent to which the criteria are met, our board of directors will determine the number of restricted stock units to be paid out. | ||||||||||||||
The exercise price of any stock appreciation right shall be determined by our board of directors but will be no less than 100% of the fair market value of the underlying common stock on the date of grant. The stock appreciation rights expire upon the date determined by our board of directors but no later than ten years from the date of grant. | ||||||||||||||
Our board of directors sets the performance objectives and other vesting provisions in determining the number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved. | ||||||||||||||
As of December 31, 2013, the 2011 Plan had a total of 3,243,000 awards authorized for issuance. | ||||||||||||||
2009 Equity Incentive Plan and 1999 Stock Option Plan | ||||||||||||||
Our 2009 Equity Incentive Plan (the 2009 Plan) terminated on the date the 2011 Plan was adopted and the 1999 Stock Option Plan (the 1999 Plan) expired in 2009. Options granted or shares issued under the 2009 Plan and the 1999 Plan that were outstanding on the date the 2011 Plan became effective remained subject to the terms of their respective plans. | ||||||||||||||
Activity under the 2011 Plan, the 2009 Plan, and the 1999 Plan is as follows (in thousands, except per share amounts): | ||||||||||||||
Outstanding Options | ||||||||||||||
Shares Available | Number of | Weighted-Average | ||||||||||||
for Grant | Shares | Exercise Price | ||||||||||||
per Share | ||||||||||||||
Balance as of December 31, 2012 | 445 | 2,945 | $ | 10.88 | ||||||||||
Additional shares authorized | 1,000 | — | ||||||||||||
Options granted | (1,273 | ) | 1,273 | $ | 18.13 | |||||||||
Options exercised | — | (696 | ) | $ | 8.35 | |||||||||
Options canceled | 90 | (90 | ) | $ | 14.41 | |||||||||
Balance as of December 31, 2013 | 262 | 3,432 | $ | 13.99 | ||||||||||
We determine stock-based compensation expense using the Black-Scholes option-pricing model and the following weighted-average assumptions: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Expected volatility | 57.1 | % | 57.6 | % | 57.6 | % | ||||||||
Expected life | 5.9 years | 5.9 years | 5.9 years | |||||||||||
Risk-free interest rate | 1.2 | % | 1.1 | % | 1.9 | % | ||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||||
Weighted-average fair value of options granted | $ | 9.62 | $ | 7.9 | $ | 6.44 | ||||||||
Expected volatility is derived from the historical volatilities of several unrelated public companies within the life sciences industry. Each company’s historical volatility is weighted based on certain qualitative factors, and combined to produce the single volatility factor used by us. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the option’s expected life. Given our limited history as a public company, we used the “simplified” method to estimate expected lives of options granted to the various employee groups. The “simplified” method calculates the expected life of an option as the average of the time-to-vesting and the contractual life of the options. Forfeitures were estimated based on an analysis of actual forfeitures. We periodically evaluate the adequacy of our forfeiture rate based on actual forfeiture experience, analysis of employee turnover, and other factors. Each of these inputs is subjective and generally requires significant judgment by us. Also required to compute the fair value calculation of options is the fair value of the underlying common stock. | ||||||||||||||
We grant stock options at exercise prices not less than the fair value of our common stock at the date of grant. Prior to our IPO, our board of directors obtained contemporaneous valuations from an unrelated third-party valuation firm to determine the estimated fair value of common stock based on an analysis of relevant metrics, such as the price of the most recent convertible preferred stock sales to outside investors, the rights, preferences, and privileges of the convertible preferred stock, our operating and financial performance, the hiring of key personnel, the introduction of new products, the lack of marketability of the common stock, and additional factors relating to our business. There is inherent uncertainty in these estimates and if we or the valuation firm had made different assumptions, the amount of our stock-based compensation expense, net loss, and net loss per share amounts could have been significantly different. Following the completion of our IPO in February 2011, the fair value of options granted is based on the closing price of our common stock on the date of grant as quoted on the NASDAQ Global Market. | ||||||||||||||
Additional information regarding our stock options outstanding and exercisable as of December 31, 2013 is summarized in the following table: | ||||||||||||||
Options Outstanding | ||||||||||||||
Exercise Price Per Share | Number of | Weighted-Average Remaining Contractual Life | Options Exercisable | |||||||||||
Shares | ||||||||||||||
(In Thousands) | (In Years) | (In Thousands) | ||||||||||||
$2.42 - $3.39 | 76 | 1.1 | 76 | |||||||||||
$4.08 - $4.08 | 89 | 5.9 | 89 | |||||||||||
$4.45 - $4.45 | 295 | 6.2 | 277 | |||||||||||
$8.23 - $8.37 | 262 | 7 | 200 | |||||||||||
$13.01 - $13.08 | 176 | 7.7 | 126 | |||||||||||
$13.16 - $14.90 | 841 | 7.9 | 405 | |||||||||||
$15.04 - $21.94 | 1,649 | 8.9 | 437 | |||||||||||
$29.87 - $38.28 | 44 | 9.9 | — | |||||||||||
3,432 | 8 | 1,610 | ||||||||||||
Options exercisable as of December 31, 2013 had a weighted-average remaining contractual life of 7.2 years, a weighted-average exercise price per share of $11.35, and an aggregate intrinsic value of $43.3 million. | ||||||||||||||
Options outstanding that have vested as of December 31, 2013 or are expected to vest in the future are summarized as follows: | ||||||||||||||
Number of | Weighted-Average | Weighted- | Aggregate | |||||||||||
shares | Exercise Price | Average Remaining Contractual Life | Intrinsic | |||||||||||
per Share | Value (1) | |||||||||||||
(In Thousands) | (In Years) | (In Thousands) | ||||||||||||
Vested | 1,610 | $ | 11.35 | 7.2 | $ | 43,343 | ||||||||
Expected to vest, net of forfeitures | 1,750 | $ | 16.34 | 8.6 | 38,395 | |||||||||
Total vested and expected to vest, net of forfeitures | 3,360 | $ | 13.95 | 8 | $ | 81,738 | ||||||||
-1 | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2013, which was $38.28, and the exercise price of the options, multiplied by the number of in-the-money options. | |||||||||||||
The total intrinsic value of options exercised during 2013, 2012, and 2011 was $20.8 million, $5.5 million, and $3.1 million, respectively. | ||||||||||||||
There were no stock-based compensation tax benefits recognized during 2013, 2012, or 2011. Capitalized stock-based compensation costs were insignificant at December 31, 2013, 2012, and 2011. | ||||||||||||||
As of December 31, 2013, there was $15.7 million of total unrecognized compensation cost related to stock-based compensation arrangements that is expected to be recognized over an average period of 2.6 years. | ||||||||||||||
In January 2011, we granted 94,972 performance-based options (the 2010 performance awards) to certain executives. These awards vest over a period of approximately four years based on continuing service and were subject to accelerated vesting if specified corporate and departmental performance goals were met for the fiscal year ended December 31, 2010. Based on achievement of 2010 departmental and corporate goals, vesting for 66,480 options was accelerated in March 2011. We recognized $8,000, $20,000 and $0.4 million of stock-based compensation expense during 2013, 2012, and 2011, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Income Taxes | ' | ||||||||||||
Income Taxes | |||||||||||||
Our loss before income taxes consists of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | ($16,205 | ) | ($18,017 | ) | ($20,815 | ) | |||||||
International | (184 | ) | (871 | ) | (1,489 | ) | |||||||
Loss before income taxes | ($16,389 | ) | ($18,888 | ) | ($22,304 | ) | |||||||
Significant components of our provision for income taxes are as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current | |||||||||||||
State | ($24 | ) | ($12 | ) | ($4 | ) | |||||||
Foreign | (113 | ) | (124 | ) | (162 | ) | |||||||
Total provision for income taxes | ($137 | ) | ($136 | ) | ($166 | ) | |||||||
Reconciliation of income taxes at the statutory rate to the provision for income taxes recorded in the statements of operations is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Tax benefit at federal statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State tax expense, net of federal benefit | 5.6 | (1.7 | ) | 3.6 | |||||||||
Foreign tax expense | (3.3 | ) | (0.3 | ) | (2.5 | ) | |||||||
Change in valuation allowance | (34.6 | ) | (28.0 | ) | (32.2 | ) | |||||||
Federal R&D Credit | 6.9 | — | 1.2 | ||||||||||
Unrecognized tax benefit | (4.5 | ) | (3.4 | ) | (1.9 | ) | |||||||
Return to provision reconciliation | (2.8 | ) | 0.3 | (0.2 | ) | ||||||||
Other, net | (2.1 | ) | (1.6 | ) | (2.8 | ) | |||||||
Effective tax rate | (0.8 | )% | (0.7 | )% | (0.8 | )% | |||||||
Significant components of our deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 82,230 | $ | 79,797 | |||||||||
Reserves and accruals | 2,467 | 1,672 | |||||||||||
Depreciation and amortization | 283 | 355 | |||||||||||
Tax credit carryforwards | 7,898 | 6,639 | |||||||||||
Stock-based compensation | 3,397 | 2,149 | |||||||||||
Total deferred tax assets | 96,275 | 90,612 | |||||||||||
Valuation allowance | (96,275 | ) | (90,612 | ) | |||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
We evaluate a number of factors to determine the realizability of our deferred tax assets. Recognition of deferred tax assets is appropriate when realization of these assets is more likely than not. Assessing the realizability of deferred tax assets is dependent upon several factors including historical financial results. The net deferred tax assets have been fully offset by a valuation allowance because we have incurred losses since our inception. The valuation allowance increased by $5.7 million and $5.3 million during 2013 and 2012, respectively. The change in valuation allowance in 2013 is mainly due to the current year’s taxable loss and the current year’s research and development credit. | |||||||||||||
As of December 31, 2013, we had net operating loss carryforwards for U.S. federal income tax purposes of $238.0 million, which expire in the years 2020 through 2034, and U.S. federal research and development tax credits of $5.5 million, which expire in the years 2020 through 2034. As of December 31, 2013, we had net operating loss carryforwards for state income tax purposes of $170.3 million, which expire in the years 2013 through 2034, California research and development tax credits of $6.2 million, which do not expire. As of December 31, 2013, we had foreign net operating loss carryforwards of $2.2 million, which expire in the years 2015 through 2022. | |||||||||||||
Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. We previously completed a Section 382 analysis for the period from our inception in May 1999 through December 31, 2012 and determined that an ownership change as defined under Section 382 occurred in November 2001, which resulted in a reduction to our U.S. federal and California net operating losses by $1.2 million and $0.7 million, respectively. We have performed a Section 382 update for the period from January 1, 2013 through December 31, 2013 and determined that an ownership change did not occur during such period. | |||||||||||||
We have not provided for U.S. federal and state income taxes on any of our non-U.S. subsidiaries’ undistributed earnings as of December 31, 2013 because such earnings are intended to be indefinitely reinvested. Upon distribution of those earnings in the form of dividends or otherwise, we may be subject to U.S. federal and state income taxes, the determination of which is not practical as it is dependent on the amount of U.S. tax losses or other tax attributes available at the time of the repatriation. Undistributed earnings of our foreign subsidiaries amounted to approximately $0.4 million at December 31, 2013. | |||||||||||||
Effective January 1, 2010, we obtained approval for Pioneer Tax Status in Singapore. The Pioneer Tax Status allows a full exemption from Singapore corporate tax related to contract manufacturing activities through December 31, 2019, subject to the achievement of certain milestones which will be reviewed by the Singapore government. Due to available capital allowances, we have not benefited from the tax exemption through December 31, 2013 and may never benefit if we do not achieve the required milestones. | |||||||||||||
On January 2, 2013, the American Taxpayer Relief Act of 2012 (H.R.8) was signed into law. This law retroactively extended the federal research and development credits (R&D credits) for amounts incurred from January 1, 2012 through December 31, 2013. As a result of the retroactive extension, we generated a 2012 federal tax credit of $0.4 million, net of reserve, which was fully offset by the valuation allowance. | |||||||||||||
Uncertain Tax Positions | |||||||||||||
The aggregate changes in the balance of our gross unrecognized tax benefits during 2013, 2012, and 2011 were as follows (in thousands): | |||||||||||||
31-Dec-10 | $4,796 | ||||||||||||
Increases in balances related to tax positions taken during current period | 652 | ||||||||||||
31-Dec-11 | 5,448 | ||||||||||||
Increases in balances related to tax positions taken during current period | 903 | ||||||||||||
31-Dec-12 | 6,351 | ||||||||||||
Increases in balances related to tax positions taken during current period | 1,044 | ||||||||||||
Decreases in balances related to tax positions taken during prior period | (547 | ) | |||||||||||
31-Dec-13 | $6,848 | ||||||||||||
Accrued interest and penalties related to unrecognized tax benefits were included in the income tax provision and were immaterial. | |||||||||||||
As of December 31, 2013, the total amount of unrecognized tax benefits that, if recognized, would affect our effective tax rate is zero. We do not anticipate that our existing unrecognized tax benefits will significantly increase or decrease within the next 12 months. | |||||||||||||
We file income tax returns in the United States, various states, and certain foreign jurisdictions. As a result of net operating loss carryforwards, all of our tax years are open to federal and state examination in the United States. Tax years from 2008 are open to examination in various foreign countries. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2013 | |
Compensation and Retirement Disclosure [Abstract] | ' |
Employee Benefit Plans | ' |
Employee Benefit Plans | |
We sponsor a 401(k) savings plan for our employees in the United States that stipulates that eligible employees may elect to contribute to the plan, subject to certain limitations, up to the lesser of 60% of eligible compensation or the maximum amount allowed by the U.S. Internal Revenue Service. We have not made contributions to this plan since its inception. |
Information_About_Geographic_A
Information About Geographic Areas | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Information About Geographic Areas | ' | ||||||||||||
Information About Geographic Areas | |||||||||||||
We operate in one reporting segment, which is the development, manufacturing, and commercialization of microfluidic systems for the life science and Ag-Bio industries. Our chief executive officer manages our operations and evaluates our financial performance on a consolidated basis. For purposes of allocating resources and evaluating regional financial performance, our chief executive officer reviews separate sales information for the different regions of the world. Our general and administrative expenses and our research and development expenses are not allocated to any specific region. Most of our principal operations, other than manufacturing, and our decision-making functions are located at our corporate headquarters in the United States. | |||||||||||||
The following table represents our product revenue by geography based on the billing address of our customers for each year presented (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $36,308 | $27,325 | $21,644 | ||||||||||
Europe | 18,472 | 13,086 | 10,499 | ||||||||||
Asia-Pacific | 6,564 | 6,321 | 3,698 | ||||||||||
Japan | 6,639 | 3,840 | 3,942 | ||||||||||
Other | 2,215 | 916 | 798 | ||||||||||
Total | $70,198 | $51,488 | $40,581 | ||||||||||
Our license and collaboration and grant revenue is primarily generated in the United States. | |||||||||||||
We had long-lived assets consisting of property and equipment, net of accumulated depreciation, in the following geographic areas (in thousands) as of: | |||||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-11 | |||||||||||
United States | $2,967 | $1,968 | $1,502 | ||||||||||
Singapore | 3,741 | 2,961 | 1,720 | ||||||||||
Japan | 32 | 18 | 23 | ||||||||||
Europe | 64 | 27 | 11 | ||||||||||
Asia-Pacific | 14 | — | — | ||||||||||
Total | $6,818 | $4,974 | $3,256 | ||||||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Results of Operations (Unaudited) | ' | ||||||||||||||||
Quarterly Results of Operations (Unaudited) | |||||||||||||||||
Selected quarterly results of operations for the years ended December 31, 2013 and 2012 are as follows (in thousands, except for per share amounts): | |||||||||||||||||
2013 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 14,535 | $ | 17,480 | $ | 18,287 | $ | 20,881 | |||||||||
Net loss | $ | (3,551 | ) | $ | (4,046 | ) | $ | (4,286 | ) | $ | (4,643 | ) | |||||
Net loss per share, basic and diluted | $ | (0.14 | ) | $ | (0.16 | ) | $ | (0.17 | ) | $ | (0.18 | ) | |||||
2012 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 10,945 | $ | 12,948 | $ | 12,782 | $ | 15,659 | |||||||||
Net loss | $ | (6,690 | ) | $ | (4,580 | ) | $ | (4,152 | ) | $ | (3,602 | ) | |||||
Net loss per share, basic and diluted | $ | (0.33 | ) | $ | (0.22 | ) | $ | (0.18 | ) | $ | (0.14 | ) |
Subsequent_Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2013 | |
Subsequent Events [Abstract] | ' |
Subsequent Events | ' |
Subsequent Events | |
Senior Convertible Notes Offering | |
On February 4, 2014, we closed an underwritten public offering of approximately $201.3 million aggregate principal amount of our 2.75% Senior Convertible Notes due 2034 (Notes) pursuant to an underwriting agreement, dated January 29, 2014. The Notes will accrue interest at a rate of 2.75% per year, payable semi-annually in arrears on February 1 and August 1 of each year, commencing August 1, 2014. The Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Notes. The initial conversion rate of the Notes is 17.8750 shares of our common stock, par value $0.001 per share, per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $55.94 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events. Holders may surrender their Notes for conversion at any time prior to the stated maturity date. On or after February 6, 2018 and prior to February 6, 2021, we may redeem any or all of the Notes in cash if the closing price of our common stock exceeds 130% of the conversion price for a specified number of days, and on or after February 6, 2021, we may redeem any or all of the Notes in cash without any such condition. The redemption price of the Notes will equal 100% of the principal amount of the Notes plus accrued and unpaid interest. Holders may require us to repurchase all or a portion of their Notes on each of February 6, 2021, February 6, 2024, and February 6, 2029 at a repurchase price in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. If we undergo a fundamental change, as defined in the terms of the Notes, holders may require us to repurchase the Notes in whole or in part for cash at a repurchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. | |
We received net cash proceeds of approximately $194 million from the issuance of the Notes and have used approximately $117.2 million of the net proceeds to satisfy the cash portion of the DVS Sciences, Inc. acquisition (discussed below). | |
Acquisition of DVS Sciences, Inc. | |
On February 13, 2014, we acquired DVS Sciences, Inc. (DVS) for approximately $193.8 million and assumed all outstanding DVS stock options and unvested restricted stock, as discussed below. The merger consideration payable to the former stockholders of DVS, excluding the value of stock options and unvested restricted stock assumed by us, consisted of approximately $117.2 million in cash and 1,759,007 shares of Fluidigm common stock with a fair value of approximately $76.8 million, including cash of $1.0 million in escrow to satisfy certain potential working capital adjustments. In addition, 50.3030% of the shares with a fair value of $38.6 million was deposited into escrow to secure indemnification obligations. Under the terms of the merger agreement, all outstanding stock options and unvested shares of DVS restricted stock were converted into 142,624 stock options and 186,417 shares of Fluidigm common stock, respectively, pursuant to an exchange ratio specified in the merger agreement. At February 13, 2014, there were 27,756,000 shares of our common stock issued and outstanding, which includes the 1,759,007 shares issued and 186,417 shares of unvested restricted stock for the DVS acquisition but excludes any exercise of stock options since December 31, 2013. | |
Prior to the closing of the acquisition, we closed an underwritten public offering of approximately $201.3 million aggregate principal amount of our Notes (discussed above) to fund the cash portion of the acquisition consideration. The results of DVS’s operations have not been included in our consolidated financial statements for the year ended December 31, 2013. | |
The initial accounting for the business combination is in progress as of the date of this Form 10-K filing. | |
Termination of Singapore Lease | |
Fluidigm Singapore Pte. Ltd. (Fluidigm Singapore), our wholly-owned subsidiary, is currently party to leases for manufacturing and office space in Singapore. One of the leases expires on September 30, 2014 according to its terms, and the remainder of the leases will expire on later dates through August 26, 2016 (the Other Leases). On February 27, 2014, Fluidigm Singapore notified its landlord that it was exercising its right pursuant to the terms of the Other Leases to terminate the Other Leases early, effective as of September 30, 2014. | |
Fluidigm Singapore intends to relocate its Singapore facilities to its new manufacturing and office space located at Block 5008, Ang Mo Kio Avenue 5 TECHplace II, Singapore in the third quarter of 2014. See Note 7. |
SCHEDULE_IIVALUATION_AND_QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNT AND RESERVE | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Valuation and Qualifying Accounts [Abstract] | ' | ||||||||||||||||
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNT AND RESERVE | ' | ||||||||||||||||
SCHEDULE II—VALUATION AND QUALIFYING ACCOUNT AND RESERVE | |||||||||||||||||
In thousands | |||||||||||||||||
Balance at | Additions/ | Deductions | Balance at | ||||||||||||||
Beginning of | Charged to | End of | |||||||||||||||
Period | Expense | Period | |||||||||||||||
Year ended December 31, 2013 | |||||||||||||||||
Accounts receivable allowance | $ | 448 | $ | 4 | $ | (416 | ) | $ | 36 | ||||||||
Year ended December 31, 2012 | |||||||||||||||||
Accounts receivable allowance | $ | 366 | $ | 97 | $ | (15 | ) | $ | 448 | ||||||||
Year ended December 31, 2011 | |||||||||||||||||
Accounts receivable allowance | $ | 467 | $ | 12 | $ | (113 | ) | $ | 366 | ||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||
Basis of Presentation and Consolidation | ' | ||||||||||||||||||||||||||||||||
Basis of Presentation and Consolidation | |||||||||||||||||||||||||||||||||
The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly-owned subsidiaries. As of December 31, 2013, we had wholly-owned subsidiaries in Singapore, the Netherlands, Japan, France, the United Kingdom, and China. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. | |||||||||||||||||||||||||||||||||
Amended and Restated Certificate of Incorporation | ' | ||||||||||||||||||||||||||||||||
Amended and Restated Certificate of Incorporation | |||||||||||||||||||||||||||||||||
In February 2011, we amended and restated our Certificate of Incorporation to increase the total number of shares of stock authorized for issuance from 29,595,999 to 210,000,000, consisting of an increase in the number of shares of common stock authorized for issuance from 18,327,000 to 200,000,000 and a decrease in the number of shares of preferred stock authorized for issuance from 11,268,999 to 10,000,000. | |||||||||||||||||||||||||||||||||
In January 2011, we amended and restated our Certificate of Incorporation to decrease the conversion price of our Series E convertible preferred stock from $24.22 to $18.63 per share. As a result, we recognized a deemed dividend of $9.9 million, reflecting the fair value of the additional shares of common stock to be issued as a result of the change in conversion price of the Series E convertible preferred stock. The deemed dividend increased the net loss attributed to common stockholders in the calculation of basic and diluted net loss per share. | |||||||||||||||||||||||||||||||||
Use of Estimates | ' | ||||||||||||||||||||||||||||||||
Use of Estimates | |||||||||||||||||||||||||||||||||
The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from these estimates and could have a material adverse effect on our consolidated financial statements. | |||||||||||||||||||||||||||||||||
Foreign Currency | ' | ||||||||||||||||||||||||||||||||
Foreign Currency | |||||||||||||||||||||||||||||||||
Assets and liabilities of non-U.S. subsidiaries that use the local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity. Income and expense accounts are translated at monthly average exchange rates during the year. Transaction gains and losses have not been material. | |||||||||||||||||||||||||||||||||
Cash and Cash Equivalents | ' | ||||||||||||||||||||||||||||||||
Cash and Cash Equivalents | |||||||||||||||||||||||||||||||||
We consider all highly liquid financial instruments with maturities at the time of purchase of three months or less to be cash equivalents. Cash and cash equivalents may consist of cash on deposit with banks, money market funds, and notes from government-sponsored agencies. | |||||||||||||||||||||||||||||||||
Investments | ' | ||||||||||||||||||||||||||||||||
Investments | |||||||||||||||||||||||||||||||||
Short and long-term investments are comprised of notes from government-sponsored agencies. All investments are recorded at estimated fair value. Any unrealized gains and losses from investments are reported in accumulated other comprehensive loss, a separate component of stockholders’ equity. We evaluate our investments to assess whether investments with unrealized loss positions are other than temporarily impaired. An investment is considered to be other than temporarily impaired if the impairment is related to deterioration in credit risk or if it is likely that we will sell the securities before the recovery of their cost basis. No investment has been assessed as other than temporarily impaired, and realized gains and losses were immaterial during the years presented. The cost of securities sold or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific-identification method. | |||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | ' | ||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | |||||||||||||||||||||||||||||||||
Our financial instruments consist primarily of cash and cash equivalents, investments, accounts receivable, and accounts payable. Our cash equivalents, investments, accounts receivable, and accounts payable have short maturity or payment periods. Accordingly, their carrying values approximated their fair values at December 31, 2013 and 2012. As a basis for considering fair value, we follow a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: | |||||||||||||||||||||||||||||||||
Level I: observable inputs such as quoted prices in active markets; | |||||||||||||||||||||||||||||||||
Level II: inputs other than quoted prices in active markets that are observable either directly or indirectly; and | |||||||||||||||||||||||||||||||||
Level III: unobservable inputs in which there is little or no market data, which requires us to develop our own assumptions. | |||||||||||||||||||||||||||||||||
This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our cash equivalents, which include money market funds, are classified as Level I because they are valued using quoted market prices. Our investments are generally classified as Level II because their value is based on valuations using significant inputs derived from or corroborated by observable market data. Depending on the security, the income and market approaches are used in the model driven valuations. Inputs of these models include recently executed transaction prices in securities of the issuer or comparable issuers and yield curves. | |||||||||||||||||||||||||||||||||
The following table sets forth our financial instruments that were measured at fair value by level within the fair value hierarchy (in thousands): | |||||||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||
Money market funds (See Note 4) | $ | 17,547 | $ | 0 | $ | 0 | $ | 17,547 | $ | 17 | $ | 0 | $ | 0 | $ | 17 | |||||||||||||||||
U.S. government and agency securities | 0 | 51,025 | 0 | 51,025 | 0 | 26,579 | 0 | 26,579 | |||||||||||||||||||||||||
Total assets measured at fair value | $ | 17,547 | $ | 51,025 | $ | 0 | $ | 68,572 | $ | 17 | $ | 26,579 | $ | 0 | $ | 26,596 | |||||||||||||||||
The following is a summary of investments and cash equivalents at December 31, 2013 (in thousands): | |||||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||||||||||||||
U.S. government and agency securities | $ | 51,012 | $ | 17 | $ | (4 | ) | $ | 51,025 | ||||||||||||||||||||||||
The contractual maturity periods of $49.1 million of our investments are within one year from December 31, 2013. The contractual maturity periods of our remaining securities are less than eighteen months from December 31, 2013. | |||||||||||||||||||||||||||||||||
Accounts Receivable | ' | ||||||||||||||||||||||||||||||||
Accounts Receivable | |||||||||||||||||||||||||||||||||
Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. We evaluate such allowances on a regular basis and adjust them as needed. | |||||||||||||||||||||||||||||||||
Concentrations of Business and Credit Risk | ' | ||||||||||||||||||||||||||||||||
Concentrations of Business and Credit Risk | |||||||||||||||||||||||||||||||||
Financial instruments that potentially subject us to credit risk consist of cash, cash equivalents, investments, and accounts receivable. Our cash, cash equivalents, and investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and investments are financial instruments that potentially subject us to concentrations of risk. Under our investment policy, we invest primarily in securities issued by the U.S. government. The goals of our investment policy, in order of priority, are as follows: preservation of capital, meet liquidity needs, and optimize returns. | |||||||||||||||||||||||||||||||||
We generally do not require collateral to support credit sales. To reduce credit risk, we perform credit evaluations of our customers. No single customer represented more than 10% of total revenue for 2013, 2012, or 2011, and no single customer represented more than 10% of total accounts receivable at December 31, 2013, or 2012. | |||||||||||||||||||||||||||||||||
Our products include components that are currently procured from a single source or a limited number of sources. We believe that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components. | |||||||||||||||||||||||||||||||||
Inventories | ' | ||||||||||||||||||||||||||||||||
Inventories | |||||||||||||||||||||||||||||||||
Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Inventories include raw materials, work-in-process, and finished goods. Finished goods that are used for research and development are expensed as consumed or depreciated over period of use. Provisions for slow-moving, excess, and obsolete inventories are recorded when required to reduce inventory values to their estimated net realizable values based on product life cycle, development plans, product expiration, and quality issues. | |||||||||||||||||||||||||||||||||
Property and Equipment | ' | ||||||||||||||||||||||||||||||||
Property and Equipment | |||||||||||||||||||||||||||||||||
Property and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Accumulated depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to five years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. | |||||||||||||||||||||||||||||||||
We evaluate our long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment of long-lived assets for any of the periods presented herein. | |||||||||||||||||||||||||||||||||
Investment, at Cost | ' | ||||||||||||||||||||||||||||||||
Investment, at Cost | |||||||||||||||||||||||||||||||||
At December 31, 2012, we had a minority equity investment in Verinata Health, Inc. (Verinata), a privately-held company, that was included in other non-current assets and accounted for under the cost method of accounting. Under the cost method of accounting, the investment was carried at cost and adjusted only for other than temporary declines in value. No such declines were identified and the carrying value of the investment at December 31, 2012 was $1.3 million. | |||||||||||||||||||||||||||||||||
In February 2013, Illumina, Inc. acquired Verinata for $350 million in cash and up to an additional $100 million in milestone payments through 2015. In March 2013, we received cash proceeds of $3.1 million in exchange for our ownership interest in Verinata resulting in a gain of $1.8 million. If the milestone payments become payable in the future, we could receive up to $3.2 million in additional proceeds. | |||||||||||||||||||||||||||||||||
Intangible Assets Acquisition | ' | ||||||||||||||||||||||||||||||||
Intangible Assets Acquisition | |||||||||||||||||||||||||||||||||
On June 28, 2013, we acquired certain patents, patent applications, and licenses from Helicos Biosciences Corporation (Helicos) relating to Helicos’ next-generation sequencing technology. The rights acquired by us are subject to certain licenses and sublicenses granted by Helicos prior to or contemporaneously with our acquisition. The assets were acquired for $1.0 million and we incurred transaction costs of approximately $0.3 million. The patents, patent applications, and licenses have an alternative future use and, as a result, the acquired assets and transaction costs are capitalized as intangible assets and are included in other non-current assets. The acquired assets are being amortized to research and development expense over their useful life of ten years. Amortization expense for the year ended December 31, 2013 was $63,000. | |||||||||||||||||||||||||||||||||
We evaluate our intangible assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment on intangible assets for any of the periods presented herein. | |||||||||||||||||||||||||||||||||
Reserve for Product Warranties | ' | ||||||||||||||||||||||||||||||||
Reserve for Product Warranties | |||||||||||||||||||||||||||||||||
We generally provide a one-year warranty on our instruments. We review our exposure to estimated warranty expense associated with instrument sales and establish an accrual based on historical product failure rates and actual warranty costs incurred. This expense is recorded as a component of cost of product revenue in the consolidated statements of operations. Warranty accrual balance was $0.3 million at December 31, 2013 and 2012. | |||||||||||||||||||||||||||||||||
Revenue Recognition | ' | ||||||||||||||||||||||||||||||||
Revenue Recognition | |||||||||||||||||||||||||||||||||
We generate revenue from sales of our products, license and collaboration agreements, and government grants. Our products consist of instruments and consumables, including IFCs, assays, and other reagents, related to our microfluidic systems. Product revenue includes services for instrument installation, training, and customer support services. | |||||||||||||||||||||||||||||||||
We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectability is reasonably assured. We assess collectability based on factors such as the customer’s creditworthiness and past collection history, if applicable. If collection is not reasonably assured, revenue recognition is deferred until receipt of payment. We also assess whether a price is fixed or determinable by, among other things, reviewing contractual terms and conditions related to payment. Delivery occurs when there is a transfer of title and risk of loss passes to the customer. | |||||||||||||||||||||||||||||||||
Product Revenue | |||||||||||||||||||||||||||||||||
Certain of our sales contracts involve the delivery of multiple products and services within contractually binding arrangements. Significant judgment is sometimes required to determine the appropriate accounting for such arrangements, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes and, if so, how the related sales price should be allocated among the elements, when to recognize revenue for each element, and the period over which revenue should be recognized. | |||||||||||||||||||||||||||||||||
For sales contracts that include multiple deliverables, we allocate the contract consideration at the inception of the contract to each unit of accounting based upon its relative selling price. We may use our best estimate of selling price for | |||||||||||||||||||||||||||||||||
individual deliverables when vendor specific objective evidence or third-party evidence is unavailable. A delivered item is considered to be a separate unit of accounting when it has value to the customer on a stand-alone basis. | |||||||||||||||||||||||||||||||||
Our products, other than service contracts, are delivered within a short time frame, generally within one to three months, of the contract date. Service contracts are entered into for terms of one to three year, following the expiration of the warranty period. | |||||||||||||||||||||||||||||||||
Our products are sold without the right of return. Accruals are provided for estimated warranty expenses at the time the associated revenue is recognized. Amounts received before revenue recognition criteria are met are classified as deferred revenue in the consolidated balance sheets. | |||||||||||||||||||||||||||||||||
License Revenue | |||||||||||||||||||||||||||||||||
License and royalty revenue from license agreements is recognized when received, which is generally in the quarter following the quarter in which the corresponding sales occur. | |||||||||||||||||||||||||||||||||
Collaboration Revenue | |||||||||||||||||||||||||||||||||
We have entered into collaboration agreements with third parties that provided us with up-front and periodic milestone payments. Upfront payments are generally recognized over the term of the underlying agreement. Revenue associated with substantive at-risk milestones is recognized based upon the achievement of the milestones as defined in the agreement. | |||||||||||||||||||||||||||||||||
Grant Revenue | |||||||||||||||||||||||||||||||||
We receive grants from various governmental entities for research and related activities. Grants provide us with payments for certain types of research and development activities performed over a contractually defined period. Grant revenue is recognized in the period during which the related costs are incurred, provided that the conditions under which the grants were provided have been met and we have only perfunctory obligations outstanding. Amounts received in advance of revenue recognition are classified as deferred revenue in the consolidated balance sheets. Costs associated with grants are included in research and development expenses in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||
Shipping and Handling Costs | ' | ||||||||||||||||||||||||||||||||
Shipping and Handling Costs | |||||||||||||||||||||||||||||||||
Shipping and handling costs incurred for product shipments are included within cost of product revenue in the consolidated statements of operations. | |||||||||||||||||||||||||||||||||
Research and Development | ' | ||||||||||||||||||||||||||||||||
Research and Development | |||||||||||||||||||||||||||||||||
We recognize research and development expenses in the period incurred. Research and development expenses consist of personnel costs, independent contractor costs, prototype and materials expenses, allocated facilities and information technology expenses, and related overhead expenses. | |||||||||||||||||||||||||||||||||
Advertising Costs | ' | ||||||||||||||||||||||||||||||||
Advertising Costs | |||||||||||||||||||||||||||||||||
We expense advertising costs as incurred. We incurred advertising costs of $2.4 million, $1.3 million, and $0.7 million during 2013, 2012, and 2011, respectively. | |||||||||||||||||||||||||||||||||
Income Taxes | ' | ||||||||||||||||||||||||||||||||
Income Taxes | |||||||||||||||||||||||||||||||||
We use the asset and liability method to account for income taxes, whereby deferred income taxes reflect the impact of temporary differences for items recognized for financial reporting purposes over different periods than for income tax purposes. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. | |||||||||||||||||||||||||||||||||
We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Any interest and penalties related to uncertain tax positions are reflected in income tax provision. | |||||||||||||||||||||||||||||||||
Stock-Based Compensation | ' | ||||||||||||||||||||||||||||||||
Stock-Based Compensation | |||||||||||||||||||||||||||||||||
We account for stock options granted to employees and directors based on the fair value of the award. We recognize stock-based compensation expense on a straight-line basis over the requisite service periods. For performance-based stock options, we recognize stock-based compensation expense over the requisite service period using the accelerated attribution method. | |||||||||||||||||||||||||||||||||
Comprehensive Income (Loss) | ' | ||||||||||||||||||||||||||||||||
Comprehensive Income (Loss) | |||||||||||||||||||||||||||||||||
Comprehensive income (loss) is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss. | |||||||||||||||||||||||||||||||||
Net Loss per Share Attributed to Common Stockholders | ' | ||||||||||||||||||||||||||||||||
Net Loss per Share Attributed to Common Stockholders | |||||||||||||||||||||||||||||||||
Our basic and diluted net loss per share attributed to common stockholders is calculated by dividing net loss attributed to common stockholders by the weighted-average number of shares of common stock outstanding for the period. Options to purchase our common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share attributed to common stockholders, as their effect is anti-dilutive for all periods presented. | |||||||||||||||||||||||||||||||||
The following potentially dilutive common shares were excluded from the computations of diluted net loss per share attributed to common stockholders for the periods presented because including them would have been anti-dilutive (in thousands): | |||||||||||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Options to purchase common stock | 3,432 | 2,945 | 2,491 | ||||||||||||||||||||||||||||||
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||||||||||||||||||
Accounting Policies [Abstract] | ' | ||||||||||||||||||||||||||||||||
Financial Instruments Measured at Fair Value by Level Within the Fair Value Hierarchy | ' | ||||||||||||||||||||||||||||||||
The following table sets forth our financial instruments that were measured at fair value by level within the fair value hierarchy (in thousands): | |||||||||||||||||||||||||||||||||
December 31, 2013 | December 31, 2012 | ||||||||||||||||||||||||||||||||
Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||
Money market funds (See Note 4) | $ | 17,547 | $ | 0 | $ | 0 | $ | 17,547 | $ | 17 | $ | 0 | $ | 0 | $ | 17 | |||||||||||||||||
U.S. government and agency securities | 0 | 51,025 | 0 | 51,025 | 0 | 26,579 | 0 | 26,579 | |||||||||||||||||||||||||
Total assets measured at fair value | $ | 17,547 | $ | 51,025 | $ | 0 | $ | 68,572 | $ | 17 | $ | 26,579 | $ | 0 | $ | 26,596 | |||||||||||||||||
Summary of Investments and Cash Equivalents | ' | ||||||||||||||||||||||||||||||||
The following is a summary of investments and cash equivalents at December 31, 2013 (in thousands): | |||||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||||||||||||||
U.S. government and agency securities | $ | 51,012 | $ | 17 | $ | (4 | ) | $ | 51,025 | ||||||||||||||||||||||||
Summary of Potential Common Shares Excluded from Computations of Net Loss Per Share Attributed to Common Stockholders | ' | ||||||||||||||||||||||||||||||||
The following potentially dilutive common shares were excluded from the computations of diluted net loss per share attributed to common stockholders for the periods presented because including them would have been anti-dilutive (in thousands): | |||||||||||||||||||||||||||||||||
At December 31, | |||||||||||||||||||||||||||||||||
2013 | 2012 | 2011 | |||||||||||||||||||||||||||||||
Options to purchase common stock | 3,432 | 2,945 | 2,491 | ||||||||||||||||||||||||||||||
Balance_Sheet_Data_Tables
Balance Sheet Data (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2013 | |||||||||
Balance Sheet Related Disclosures [Abstract] | ' | ||||||||
Summary of Cash and Cash Equivalents | ' | ||||||||
The following are summaries of cash and cash equivalents (in thousands): | |||||||||
Amortized Cost | |||||||||
and | |||||||||
Estimated Fair | |||||||||
Value | |||||||||
As of December 31, 2013: | |||||||||
Cash | $ | 17,714 | |||||||
Money market funds | 17,547 | ||||||||
$ | 35,261 | ||||||||
As of December 31, 2012: | |||||||||
Cash | $ | 57,082 | |||||||
U.S. government and agency security | 1,550 | ||||||||
Money market funds | 17 | ||||||||
$ | 58,649 | ||||||||
Inventories | ' | ||||||||
Inventories consist of the following (in thousands) as of: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Raw Materials | $ | 2,650 | $ | 2,846 | |||||
Work-in-process | 1,627 | 1,369 | |||||||
Finished Goods | 3,871 | 2,954 | |||||||
$ | 8,148 | $ | 7,169 | ||||||
Property and Equipment | ' | ||||||||
Property and equipment consists of the following (in thousands) as of: | |||||||||
December 31, | December 31, | ||||||||
2013 | 2012 | ||||||||
Computer equipment and software | $ | 2,728 | $ | 2,373 | |||||
Laboratory and manufacturing equipment | 13,972 | 12,845 | |||||||
Leasehold improvements | 1,485 | 991 | |||||||
Office furniture and fixtures | 822 | 577 | |||||||
19,007 | 16,786 | ||||||||
Less accumulated depreciation and amortization | (14,470 | ) | (12,953 | ) | |||||
Construction-in-progress | 2,281 | 1,141 | |||||||
Property and equipment, net | $ | 6,818 | $ | 4,974 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2013 | ||||
Commitments and Contingencies Disclosure [Abstract] | ' | |||
Future Minimum Lease Payments under Non-Cancelable Operating Leases | ' | |||
Future minimum lease payments under non-cancelable operating leases as of December 31, 2013 are as follows (in thousands): | ||||
Years ending December 31: | ||||
2014 | $ | 2,077 | ||
2015 | 2,235 | |||
2016 | 2,103 | |||
2017 | 2,077 | |||
2018 | 2,100 | |||
Thereafter | 4,116 | |||
Total minimum payments | $ | 14,708 | ||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2013 | ||||||||||||||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |||||||||||||
Activity under 2011 Plan, 2009 Plan, and 1999 Plan | ' | |||||||||||||
Activity under the 2011 Plan, the 2009 Plan, and the 1999 Plan is as follows (in thousands, except per share amounts): | ||||||||||||||
Outstanding Options | ||||||||||||||
Shares Available | Number of | Weighted-Average | ||||||||||||
for Grant | Shares | Exercise Price | ||||||||||||
per Share | ||||||||||||||
Balance as of December 31, 2012 | 445 | 2,945 | $ | 10.88 | ||||||||||
Additional shares authorized | 1,000 | — | ||||||||||||
Options granted | (1,273 | ) | 1,273 | $ | 18.13 | |||||||||
Options exercised | — | (696 | ) | $ | 8.35 | |||||||||
Options canceled | 90 | (90 | ) | $ | 14.41 | |||||||||
Balance as of December 31, 2013 | 262 | 3,432 | $ | 13.99 | ||||||||||
Stock-Based Compensation Expense Determined Using Black-Scholes Option-Pricing Model and Weighted-Average Assumptions | ' | |||||||||||||
We determine stock-based compensation expense using the Black-Scholes option-pricing model and the following weighted-average assumptions: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2013 | 2012 | 2011 | ||||||||||||
Expected volatility | 57.1 | % | 57.6 | % | 57.6 | % | ||||||||
Expected life | 5.9 years | 5.9 years | 5.9 years | |||||||||||
Risk-free interest rate | 1.2 | % | 1.1 | % | 1.9 | % | ||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||||
Weighted-average fair value of options granted | $ | 9.62 | $ | 7.9 | $ | 6.44 | ||||||||
Additional Information Regarding Stock Options Outstanding and Exercisable | ' | |||||||||||||
Additional information regarding our stock options outstanding and exercisable as of December 31, 2013 is summarized in the following table: | ||||||||||||||
Options Outstanding | ||||||||||||||
Exercise Price Per Share | Number of | Weighted-Average Remaining Contractual Life | Options Exercisable | |||||||||||
Shares | ||||||||||||||
(In Thousands) | (In Years) | (In Thousands) | ||||||||||||
$2.42 - $3.39 | 76 | 1.1 | 76 | |||||||||||
$4.08 - $4.08 | 89 | 5.9 | 89 | |||||||||||
$4.45 - $4.45 | 295 | 6.2 | 277 | |||||||||||
$8.23 - $8.37 | 262 | 7 | 200 | |||||||||||
$13.01 - $13.08 | 176 | 7.7 | 126 | |||||||||||
$13.16 - $14.90 | 841 | 7.9 | 405 | |||||||||||
$15.04 - $21.94 | 1,649 | 8.9 | 437 | |||||||||||
$29.87 - $38.28 | 44 | 9.9 | — | |||||||||||
3,432 | 8 | 1,610 | ||||||||||||
Options Outstanding Vested or Expected to Vest, net of forfeitures | ' | |||||||||||||
Options outstanding that have vested as of December 31, 2013 or are expected to vest in the future are summarized as follows: | ||||||||||||||
Number of | Weighted-Average | Weighted- | Aggregate | |||||||||||
shares | Exercise Price | Average Remaining Contractual Life | Intrinsic | |||||||||||
per Share | Value (1) | |||||||||||||
(In Thousands) | (In Years) | (In Thousands) | ||||||||||||
Vested | 1,610 | $ | 11.35 | 7.2 | $ | 43,343 | ||||||||
Expected to vest, net of forfeitures | 1,750 | $ | 16.34 | 8.6 | 38,395 | |||||||||
Total vested and expected to vest, net of forfeitures | 3,360 | $ | 13.95 | 8 | $ | 81,738 | ||||||||
-1 | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2013, which was $38.28, and the exercise price of the options, multiplied by the number of in-the-money options. |
Income_Taxes_Tables
Income Taxes (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Income Tax Disclosure [Abstract] | ' | ||||||||||||
Loss Before Income Taxes | ' | ||||||||||||
Our loss before income taxes consists of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Domestic | ($16,205 | ) | ($18,017 | ) | ($20,815 | ) | |||||||
International | (184 | ) | (871 | ) | (1,489 | ) | |||||||
Loss before income taxes | ($16,389 | ) | ($18,888 | ) | ($22,304 | ) | |||||||
Significant Components of Provision for Income Taxes | ' | ||||||||||||
Significant components of our provision for income taxes are as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Current | |||||||||||||
State | ($24 | ) | ($12 | ) | ($4 | ) | |||||||
Foreign | (113 | ) | (124 | ) | (162 | ) | |||||||
Total provision for income taxes | ($137 | ) | ($136 | ) | ($166 | ) | |||||||
Reconciliation of Income Taxes at Statutory Rate to (Provision for)/Benefit from Income Taxes Recorded in Statements of Operations | ' | ||||||||||||
Reconciliation of income taxes at the statutory rate to the provision for income taxes recorded in the statements of operations is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
Tax benefit at federal statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State tax expense, net of federal benefit | 5.6 | (1.7 | ) | 3.6 | |||||||||
Foreign tax expense | (3.3 | ) | (0.3 | ) | (2.5 | ) | |||||||
Change in valuation allowance | (34.6 | ) | (28.0 | ) | (32.2 | ) | |||||||
Federal R&D Credit | 6.9 | — | 1.2 | ||||||||||
Unrecognized tax benefit | (4.5 | ) | (3.4 | ) | (1.9 | ) | |||||||
Return to provision reconciliation | (2.8 | ) | 0.3 | (0.2 | ) | ||||||||
Other, net | (2.1 | ) | (1.6 | ) | (2.8 | ) | |||||||
Effective tax rate | (0.8 | )% | (0.7 | )% | (0.8 | )% | |||||||
Significant Components of Deferred Tax Assets and Liabilities | ' | ||||||||||||
Significant components of our deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
31-Dec-13 | 31-Dec-12 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 82,230 | $ | 79,797 | |||||||||
Reserves and accruals | 2,467 | 1,672 | |||||||||||
Depreciation and amortization | 283 | 355 | |||||||||||
Tax credit carryforwards | 7,898 | 6,639 | |||||||||||
Stock-based compensation | 3,397 | 2,149 | |||||||||||
Total deferred tax assets | 96,275 | 90,612 | |||||||||||
Valuation allowance | (96,275 | ) | (90,612 | ) | |||||||||
Net deferred tax assets | $ | — | $ | — | |||||||||
Aggregate Changes in Balance of Gross Unrecognized Tax Benefits | ' | ||||||||||||
The aggregate changes in the balance of our gross unrecognized tax benefits during 2013, 2012, and 2011 were as follows (in thousands): | |||||||||||||
31-Dec-10 | $4,796 | ||||||||||||
Increases in balances related to tax positions taken during current period | 652 | ||||||||||||
31-Dec-11 | 5,448 | ||||||||||||
Increases in balances related to tax positions taken during current period | 903 | ||||||||||||
31-Dec-12 | 6,351 | ||||||||||||
Increases in balances related to tax positions taken during current period | 1,044 | ||||||||||||
Decreases in balances related to tax positions taken during prior period | (547 | ) | |||||||||||
31-Dec-13 | $6,848 | ||||||||||||
Information_About_Geographic_A1
Information About Geographic Areas (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2013 | |||||||||||||
Segment Reporting [Abstract] | ' | ||||||||||||
Product Revenue by Geography Based on Billing Address of Customers | ' | ||||||||||||
The following table represents our product revenue by geography based on the billing address of our customers for each year presented (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2013 | 2012 | 2011 | |||||||||||
United States | $36,308 | $27,325 | $21,644 | ||||||||||
Europe | 18,472 | 13,086 | 10,499 | ||||||||||
Asia-Pacific | 6,564 | 6,321 | 3,698 | ||||||||||
Japan | 6,639 | 3,840 | 3,942 | ||||||||||
Other | 2,215 | 916 | 798 | ||||||||||
Total | $70,198 | $51,488 | $40,581 | ||||||||||
Net Long-Lived Assets Consisting of Property and Equipment in Different Geographic Areas | ' | ||||||||||||
We had long-lived assets consisting of property and equipment, net of accumulated depreciation, in the following geographic areas (in thousands) as of: | |||||||||||||
31-Dec-13 | 31-Dec-12 | 31-Dec-11 | |||||||||||
United States | $2,967 | $1,968 | $1,502 | ||||||||||
Singapore | 3,741 | 2,961 | 1,720 | ||||||||||
Japan | 32 | 18 | 23 | ||||||||||
Europe | 64 | 27 | 11 | ||||||||||
Asia-Pacific | 14 | — | — | ||||||||||
Total | $6,818 | $4,974 | $3,256 | ||||||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2013 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | ' | ||||||||||||||||
Quarterly Results of Operations | ' | ||||||||||||||||
Selected quarterly results of operations for the years ended December 31, 2013 and 2012 are as follows (in thousands, except for per share amounts): | |||||||||||||||||
2013 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 14,535 | $ | 17,480 | $ | 18,287 | $ | 20,881 | |||||||||
Net loss | $ | (3,551 | ) | $ | (4,046 | ) | $ | (4,286 | ) | $ | (4,643 | ) | |||||
Net loss per share, basic and diluted | $ | (0.14 | ) | $ | (0.16 | ) | $ | (0.17 | ) | $ | (0.18 | ) | |||||
2012 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 10,945 | $ | 12,948 | $ | 12,782 | $ | 15,659 | |||||||||
Net loss | $ | (6,690 | ) | $ | (4,580 | ) | $ | (4,152 | ) | $ | (3,602 | ) | |||||
Net loss per share, basic and diluted | $ | (0.33 | ) | $ | (0.22 | ) | $ | (0.18 | ) | $ | (0.14 | ) |
Description_of_Business_Detail
Description of Business (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | ||||
Aug. 21, 2012 | Feb. 15, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 04, 2014 | Feb. 13, 2014 | |
Subsequent Event | DVS Sciences, Inc. | ||||||
Senior Convertible Notes due 2034 | Subsequent Event | ||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' |
Incorporation of the company | ' | ' | '1999-05 | ' | ' | ' | ' |
Reincorporation of the company | ' | ' | '2007-07 | ' | ' | ' | ' |
Sale of common stock shares | 4,209,000 | 6,392,083 | ' | ' | ' | ' | ' |
Cash proceeds received | $56,000,000 | $77,000,000 | ' | ' | ' | ' | ' |
Conversion of outstanding shares of convertible preferred stock | ' | 11,480,000 | ' | ' | 11,480,000 | ' | ' |
Related carrying value of conversion | ' | 184,600,000 | ' | ' | 184,600,000 | ' | ' |
Deemed dividend | ' | 9,900,000 | 0 | 0 | 9,900,000 | ' | ' |
Face amount of Notes | ' | ' | ' | ' | ' | 201,300,000 | ' |
Interest rate on Notes (in percent) | ' | ' | ' | ' | ' | 2.75% | ' |
Proceeds from issuance of convertible debt | ' | ' | ' | ' | ' | 194,000,000 | ' |
Total consideration transferred in a business combination | ' | ' | ' | ' | ' | ' | 193,800,000 |
Cash payment in a business combination, Gross | ' | ' | ' | ' | ' | ' | 117,200,000 |
Shares issued as part of total consideration in a business combination (in shares) | ' | ' | ' | ' | ' | ' | 1,759,007 |
Value of shares issued as part of total consideration in a business combination | ' | ' | ' | ' | ' | ' | 76,800,000 |
Amount deposited in escrow in a business combination | ' | ' | ' | ' | ' | ' | 1,000,000 |
Percentage of shares issued in a business combination deposited in escrow to secure indemnification obligations | ' | ' | ' | ' | ' | ' | 50.30% |
Fair value of shares deposited into escrow to secure indemnification obligations | ' | ' | ' | ' | ' | ' | $38,600,000 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 1 Months Ended | 12 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | |||||||
Feb. 15, 2011 | Jan. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Feb. 28, 2011 | Feb. 28, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Jun. 28, 2013 | Dec. 31, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | |
Before Amendment | After Amendment | Minimum | Maximum | Patents | Patents | Cost-method Investments | Cost-method Investments | ||||||
Verinata | Verinata | ||||||||||||
Schedule Of Significant Accounting Policies [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Common stock and preferred stock, shares authorized | ' | ' | ' | ' | ' | 29,595,999 | 210,000,000 | ' | ' | ' | ' | ' | ' |
Common stock, shares authorized | ' | ' | 200,000,000 | 200,000,000 | ' | 18,327,000 | 200,000,000 | ' | ' | ' | ' | ' | ' |
Preferred stock, shares authorized | ' | ' | 10,000,000 | 10,000,000 | ' | 11,268,999 | 10,000,000 | ' | ' | ' | ' | ' | ' |
Conversion price of our Series E convertible preferred stock before Amendment | ' | $24.22 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Conversion price of our Series E convertible preferred stock after Amendment | ' | $18.63 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Deemed dividend | $9,900,000 | ' | $0 | $0 | $9,900,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Investments maturing within one year | ' | ' | 49,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Property and equipment, estimated useful lives | ' | ' | ' | ' | ' | ' | ' | '3 years | '5 years | ' | ' | ' | ' |
Carrying value of the investment | ' | ' | ' | 1,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Proceeds from sale of investment in Verinata | ' | ' | 3,117,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | 3,100,000 | ' |
Gain from sale of investment in Verinata | ' | ' | 1,777,000 | 0 | 0 | ' | ' | ' | ' | ' | ' | 1,800,000 | ' |
Expected milestone receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,200,000 | ' |
Total Agreed amount on acquisition | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 350,000,000 | ' |
Payments to Acquire Intangible Assets | ' | ' | 1,240,000 | 0 | 0 | ' | ' | ' | ' | 1,000,000 | ' | ' | ' |
Total payment to all Verinata investors on achievement of milestone | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100,000,000 |
Transaction Costs | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 300,000 | ' | ' |
Product warranty term | ' | ' | '1 year | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warranty accrual | ' | ' | 300,000 | 300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Product contracts delivery period | ' | ' | ' | ' | ' | ' | ' | '1 month 0 days | '3 months 0 days | ' | ' | ' | ' |
Service contracts delivery period | ' | ' | ' | ' | ' | ' | ' | '1 year | '3 years | ' | ' | ' | ' |
Advertising costs incurred | ' | ' | 2,400,000 | 1,300,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Useful life of intangible assets | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | ' |
Amortization expense recognized | ' | ' | ' | $500,000 | ' | ' | ' | ' | ' | ' | $63,000 | ' | ' |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies Financial Instruments Measured at Fair Value by Level Within Fair Value Hierarchy (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | $68,572 | $26,596 |
Money market funds | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 17,547 | 17 |
U.S. government and agency securities | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 51,025 | 26,579 |
Level I | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 17,547 | 17 |
Level I | Money market funds | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 17,547 | 17 |
Level I | U.S. government and agency securities | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 0 | 0 |
Level II | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 51,025 | 26,579 |
Level II | Money market funds | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 0 | 0 |
Level II | U.S. government and agency securities | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 51,025 | 26,579 |
Level III | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 0 | 0 |
Level III | Money market funds | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | 0 | 0 |
Level III | U.S. government and agency securities | ' | ' |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ' | ' |
Total assets measured at fair value | $0 | $0 |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies Summary of Investments and Cash Equivalents (Details) (USD $) | Dec. 31, 2012 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | U.S. government and agency securities | |
Schedule of Available-for-sale Securities [Line Items] | ' | ' |
Amortized Cost | ' | $51,012 |
Gross Unrealized Gains | ' | 17 |
Gross Unrealized Losses | ' | -4 |
Estimated Fair Value | $1,550 | $51,025 |
Summary_of_Significant_Account6
Summary of Significant Accounting Policies Potential Common Shares Excluded from Computations of Net Loss Per Share Attributed to Common Stockholders (Details) (Options to purchase common stock) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Options to purchase common stock | ' | ' | ' |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ' | ' | ' |
Anti-dilutive securities excluded from computations of net loss per share | 3,432 | 2,945 | 2,491 |
License_Development_Collaborat1
License, Development, Collaboration, and Grant Agreements (Details) | 1 Months Ended | 6 Months Ended | 12 Months Ended | 1 Months Ended | 12 Months Ended | 6 Months Ended | |||||||||||
Aug. 31, 2011 | 31-May-11 | Mar. 31, 2011 | 31-May-10 | Apr. 30, 2009 | Jun. 30, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 28, 2007 | Feb. 28, 2007 | Jul. 31, 2011 | Dec. 31, 2013 | Jun. 30, 2011 | Jun. 30, 2011 | |
USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | USD ($) | California Institute for Regenerative Medicine | California Institute for Regenerative Medicine | Maximum | Maximum | Licensing Agreements | Licensing Agreements | Licensing Agreements | Licensing Agreements | |
Agreement | USD ($) | USD ($) | Agreement Two | Agreement Two | USD ($) | USD ($) | Minimum | Maximum | |||||||||
Singapore Economic Development Board | Singapore Economic Development Board | ||||||||||||||||
USD ($) | SGD | ||||||||||||||||
License, Collaboration and Grant Agreements [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Litigation settlement | ' | ' | ' | ' | ' | $3,000,000 | $1,267,000 | $0 | $3,000,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Exercised our option and paid life | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 2,000,000 | ' | ' | ' |
Patent litigation | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '2 years | '4 years |
Amortized to selling general and administrative expense | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' |
Amortization expense recognized | ' | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' | ' | ' | ' | ' | 500,000 | ' | ' |
Payment for license upfront fees | ' | 600,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payment for license extension upfront fees | 500,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Payments for amortized to cost of product revenue | ' | ' | ' | ' | ' | ' | ' | 1,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Cost of product revenue recognized | ' | ' | ' | ' | ' | ' | 300,000 | 300,000 | 100,000 | ' | ' | ' | ' | ' | ' | ' | ' |
Up-front payment received | ' | ' | 300,000 | 700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Milestone revenue related to the agreement | ' | ' | ' | ' | ' | ' | ' | 1,000,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Agreements with potential future milestones | ' | ' | ' | ' | ' | ' | ' | ' | 0 | ' | ' | ' | ' | ' | ' | ' | ' |
Grant awarded | ' | 1,900,000 | ' | ' | 800,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Earned period | ' | '3 years | ' | ' | '2 years | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Grant revenue recognized | ' | ' | ' | ' | ' | ' | 658,000 | 661,000 | 568,000 | 600,000 | 600,000 | ' | ' | ' | ' | ' | ' |
Grants receivable | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | $2,900,000 | 3,700,000 | ' | ' | ' | ' |
Balance_Sheet_Data_Summary_of_
Balance Sheet Data Summary of Cash and Cash Equivalents (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2010 |
In Thousands, unless otherwise specified | ||||
Balance Sheet Related Disclosures [Abstract] | ' | ' | ' | ' |
Cash | $17,714 | $57,082 | ' | ' |
U.S. government and agency security | ' | 1,550 | ' | ' |
Money market funds | 17,547 | 17 | ' | ' |
Cash and cash equivalents | $35,261 | $58,649 | $13,553 | $5,723 |
Balance_Sheet_Data_Inventories
Balance Sheet Data Inventories (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ' | ' |
Raw Materials | $2,650 | $2,846 |
Work-in-process | 1,627 | 1,369 |
Finished Goods | 3,871 | 2,954 |
Inventories | $8,148 | $7,169 |
Balance_Sheet_Data_Property_an
Balance Sheet Data Property and Equipment (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment | $19,007 | $16,786 | ' |
Less accumulated depreciation and amortization | -14,470 | -12,953 | ' |
Construction-in-progress | 2,281 | 1,141 | ' |
Property and equipment, net | 6,818 | 4,974 | 3,256 |
Computer equipment and software | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment | 2,728 | 2,373 | ' |
Laboratory and manufacturing equipment | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment | 13,972 | 12,845 | ' |
Leasehold improvements | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment | 1,485 | 991 | ' |
Office furniture and fixtures | ' | ' | ' |
Property, Plant and Equipment [Line Items] | ' | ' | ' |
Property and equipment | $822 | $577 | ' |
LongTerm_Debt_Details
Long-Term Debt (Details) (USD $) | 1 Months Ended | |||||||||
In Millions, except Share data, unless otherwise specified | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Mar. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Jul. 31, 2011 | Feb. 28, 2011 | Feb. 10, 2011 | Jul. 31, 2011 |
Convertible Preferred Stock | Convertible Preferred Stock | Warrant | ||||||||
Debt Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Warrants issued to purchase shares of convertible preferred stock | ' | ' | ' | ' | ' | ' | ' | 209,960 | 209,960 | ' |
Common stock, shares issued | ' | ' | ' | ' | 25,811,000 | 25,115,000 | ' | ' | ' | 70,731 |
Exercise price of warrants | ' | ' | ' | ' | ' | ' | 12.11 | ' | ' | ' |
Principal and interest payments per month | ' | ' | ' | $0.60 | ' | ' | ' | ' | ' | ' |
Additional principal payment | ' | 1.9 | 2.3 | ' | ' | ' | ' | ' | ' | ' |
Remaining principal payment | $2.10 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Line_of_Credit_Details
Line of Credit (Details) (USD $) | 1 Months Ended | 12 Months Ended | |||
Dec. 31, 2010 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2012 | Dec. 31, 2012 | |
After Amendment | After Amendment | After Amendment | After Amendment | ||
Non Formula Basis Availability | Eligible Receivables Basis Availability | ||||
Line of Credit Facility [Line Items] | ' | ' | ' | ' | ' |
Term of line of credit agreement | '2 years | ' | ' | ' | ' |
Maximum ability to borrow under Line of Credit | ' | ' | $10,000,000 | $6,000,000 | $4,000,000 |
Interest rate, first among the two described rate | ' | 3.75% | ' | ' | ' |
Additional interest rate | ' | 0.50% | ' | ' | ' |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | 3 Months Ended | ||||||
In Millions, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2013 | Dec. 31, 2013 | Apr. 09, 2013 | Oct. 14, 2013 | Sep. 30, 2013 | Sep. 30, 2013 |
Lease Obligation One | Lease Obligation Two | Lease Obligation Three | Lease Obligations | Singapore | Life Technologies | NanoString | ||||
Maximum | Maximum | |||||||||
Commitments and Contingencies Disclosure [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Lease Expiration Date | ' | ' | ' | ' | ' | ' | 30-Apr-20 | ' | ' | ' |
Lease expiration date | ' | ' | ' | '2020-04 | '2022-06 | '2016-03 | ' | ' | ' | ' |
Renewal terms on operating leases | ' | ' | ' | ' | ' | ' | '5 years | '60 months | ' | ' |
Allowance for tenant improvements | ' | ' | ' | ' | ' | ' | $0.70 | ' | ' | ' |
Additional tenant improvement allowance | ' | ' | ' | ' | ' | ' | 0.5 | ' | ' | ' |
Effective interest of facility leases (in percent) | ' | ' | ' | ' | ' | ' | 9.00% | ' | ' | ' |
Operating leases, term of contract (in months) | ' | ' | ' | ' | ' | ' | ' | '99 months | ' | ' |
Rental expense under operating leases, net of amortization of lease incentive | 2.7 | 1.9 | 1.6 | ' | ' | ' | ' | ' | ' | ' |
Purchase commitments | 8.6 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Obligated payment to be made in a paten cross license agreement | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Loss contingency accrued | ' | ' | ' | ' | ' | ' | ' | ' | 1 | ' |
Gain on litigation settlement with NanoString | ' | ' | ' | ' | ' | ' | ' | ' | ' | $0.60 |
Commitments_and_Contingencies_2
Commitments and Contingencies Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) (USD $) | Dec. 31, 2013 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | ' |
2014 | $2,077 |
2015 | 2,235 |
2016 | 2,103 |
2017 | 2,077 |
2018 | 2,100 |
Thereafter | 4,116 |
Total minimum payments | $14,708 |
Promissory_Notes_Details
Promissory Notes (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jul. 31, 2011 | Feb. 01, 2011 | |
Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' |
Subordinated secured promissory notes issued | $5,000,000 | $0 | $0 | $5,000,000 | ' | ' |
Debt maturity date | 6-Jan-12 | ' | ' | ' | ' | ' |
Conditional value mentioned in Note Agreement with related to issued and sold shares of capital stock | 25,000,000 | ' | ' | ' | ' | ' |
Warrants issued to acquire shares | ' | 25,811,000 | 25,115,000 | ' | ' | ' |
Warrants issued to acquire shares, price per share | ' | ' | ' | ' | 12.11 | ' |
Fair value of warrants | 1,200,000 | ' | ' | ' | ' | ' |
Unamortized discount recognized as interest expense | ' | ' | ' | ' | ' | $1,200,000 |
Subordinated Secured Promissory Notes | ' | ' | ' | ' | ' | ' |
Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' |
Subordinated secured promissory notes, interest rate | 8.00% | ' | ' | ' | ' | ' |
Series E-1 Convertible preferred stock | ' | ' | ' | ' | ' | ' |
Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' |
Warrants issued to acquire shares | 103,182 | ' | ' | ' | ' | ' |
Warrants issued to acquire shares, price per share | 0.02 | ' | ' | ' | ' | ' |
Common Stock | ' | ' | ' | ' | ' | ' |
Notes Payable [Line Items] | ' | ' | ' | ' | ' | ' |
Shares issued on exercise of warrants | ' | ' | ' | ' | ' | 103,182 |
Convertible_Preferred_Stock_Wa1
Convertible Preferred Stock Warrants (Details) (USD $) | 1 Months Ended | |||
In Millions, except Share data, unless otherwise specified | Feb. 10, 2011 | Jan. 31, 2011 | Feb. 28, 2011 | Feb. 10, 2011 |
Convertible Preferred Stock | Convertible Preferred Stock | |||
Class of Warrant or Right [Line Items] | ' | ' | ' | ' |
Convertible preferred stock that had been granted at various times | ' | ' | ' | 489,880 |
Fair value of warrants | ' | $1.20 | ' | $3.70 |
Increase in fair value of warrants | ' | ' | ' | 1.5 |
Net warrants exercised for shares | ' | ' | ' | 103,182 |
Warrants for shares exercised reclassified to additional paid-in capital | ' | ' | ' | 1.4 |
Warrants to purchase shares converted | ' | ' | 209,960 | 209,960 |
Warrants issued reclassified to additional paid-in capital | 1.5 | ' | ' | ' |
Convertible preferred stock under warrant shares expired unexercised. | 176,738 | ' | ' | ' |
Liability related to unexercised warrants recognized as gain from extinguishment of convertible preferred stock warrants | ' | ' | ' | $0.80 |
Convertible_Preferred_Stock_De
Convertible Preferred Stock (Details) (USD $) | 1 Months Ended | 12 Months Ended | ||
Feb. 15, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Convertible Preferred Stock [Line Items] | ' | ' | ' | ' |
Conversion of outstanding shares of convertible preferred stock | 11,480,000 | ' | ' | 11,480,000 |
Related carrying value of conversion | $184,600,000 | ' | ' | $184,600,000 |
Deemed dividend | $9,900,000 | $0 | $0 | $9,900,000 |
Convertible Preferred Stock | ' | ' | ' | ' |
Convertible Preferred Stock [Line Items] | ' | ' | ' | ' |
Preferred stock conversion rate | ' | ' | ' | 1 |
Series E Preferred Stock | ' | ' | ' | ' |
Convertible Preferred Stock [Line Items] | ' | ' | ' | ' |
Preferred stock conversion rate | ' | ' | ' | 1.3 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 1 Months Ended | 12 Months Ended | 1 Months Ended | 1 Months Ended | ||||||||||||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Mar. 31, 2011 | Jan. 31, 2011 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | Jan. 28, 2011 | Dec. 31, 2012 | Jan. 28, 2011 | Jan. 28, 2011 | Jan. 28, 2011 | Jan. 28, 2011 | Jan. 28, 2011 | Jan. 28, 2011 | Jan. 28, 2011 | |
2010 Performance Awards | 2010 Performance Awards | 2010 Performance Awards | 2010 Performance Awards | 2010 Performance Awards | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | 2011 Equity Incentive Plan | ||||
Vesting Scenario One | Vesting Scenario One | Vesting Scenario Two | Vesting Scenario Two | Stock Options, Vesting One | Stock Options, Vesting Two | Stock Appreciation Rights (SARs) | |||||||||||
Maximum | Maximum | Maximum | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Incentive stock options and nonstatutory stock options granted, term | '5 years 10 months 12 days | '5 years 10 months 12 days | '5 years 10 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | '10 years | ' | '5 years | ' | ' | ' |
Stock option grants exercise price minimum percentage on fair market value | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% | ' | 110.00% | ' | ' | ' | ' |
Rate at which outstanding options vest on the first anniversary of the option grant date | ' | ' | ' | ' | ' | ' | ' | ' | 25.00% | ' | ' | ' | ' | ' | ' | ' | ' |
Number of months over which options vest ratably | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '36 months | '48 months | ' |
Exercise price as percentage of estimated fair value of the underlying common stock on the date of grant | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | 100.00% |
Stock appreciation rights expiry period | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | '10 years |
Awards authorized for issuance | ' | ' | ' | ' | ' | ' | ' | ' | ' | 3,243,000 | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, weighted-average remaining contractual life | '7 years 2 months 24 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, weighted-average exercise price per share | $11.35 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Options exercisable, aggregate intrinsic value | $43,300,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total intrinsic value of options exercised | 20,800,000 | 5,500,000 | 3,100,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total unrecognized compensation cost related to stock-based compensation arrangements | 15,700,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | '2 years 7 months 12 days | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance-based options granted to certain executives | ' | ' | ' | ' | 94,972 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Performance-based options vesting period | ' | ' | ' | ' | ' | ' | ' | '4 years | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Shares for which vesting was accelerated based upon achievement of performance goals | ' | ' | ' | 66,480 | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Stock-based compensation expense for the 2010 performance awards | ' | ' | ' | ' | ' | $8,000 | $20,000 | $400,000 | ' | ' | ' | ' | ' | ' | ' | ' | ' |
StockBased_Compensation_Stock_
Stock-Based Compensation Stock Option Activity Under 2011 Plan, 2009 Plan, and 1999 Plan (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Shares Available for Grant | ' |
Beginning Balance | 445 |
Additional shares authorized | 1,000 |
Options granted | -1,273 |
Options exercised | 0 |
Options canceled | 90 |
Ending Balance | 262 |
Number of Shares | ' |
Beginning Balance | 2,945 |
Additional shares authorized | 0 |
Options granted | 1,273 |
Option exercised | 696 |
Options canceled | -90 |
Ending Balance | 3,432 |
Weighted-Average Exercise Price per Share | ' |
Beginning Balance | $10.88 |
Options granted | $18.13 |
Options exercised | $8.35 |
Options canceled | $14.41 |
Ending Balance | $13.99 |
StockBased_Compensation_BlackS
Stock-Based Compensation Black-Scholes Option-Pricing Model and Weighted-Average Assumptions Used to Determine Stock-Based Compensation Expense (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | ' | ' |
Expected volatility | 57.10% | 57.60% | 57.60% |
Expected life | '5 years 10 months 12 days | '5 years 10 months 12 days | '5 years 10 months 12 days |
Risk-free interest rate | 1.20% | 1.10% | 1.90% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average fair value of options granted | $9.62 | $7.90 | $6.44 |
StockBased_Compensation_Stock_1
Stock-Based Compensation Stock Options Outstanding and Exercisable (Details) (USD $) | 12 Months Ended |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Options Outstanding, Number of Shares | 3,432 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '8 years 0 months 12 days |
Options Exercisable | 1,610 |
Range One | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 2.42 |
Exercise Price Per Share, Upper Limit | 3.39 |
Options Outstanding, Number of Shares | 76 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '1 year 1 month 12 days |
Options Exercisable | 76 |
Range Two | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 4.08 |
Exercise Price Per Share, Upper Limit | 4.08 |
Options Outstanding, Number of Shares | 89 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '5 years 10 months 12 days |
Options Exercisable | 89 |
Range Three | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 4.45 |
Exercise Price Per Share, Upper Limit | 4.45 |
Options Outstanding, Number of Shares | 295 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '6 years 2 months 12 days |
Options Exercisable | 277 |
Range Four | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 8.23 |
Exercise Price Per Share, Upper Limit | 8.37 |
Options Outstanding, Number of Shares | 262 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '7 years 0 months 12 days |
Options Exercisable | 200 |
Range Five | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 13.01 |
Exercise Price Per Share, Upper Limit | 13.08 |
Options Outstanding, Number of Shares | 176 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '7 years 8 months 12 days |
Options Exercisable | 126 |
Range Six | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 13.16 |
Exercise Price Per Share, Upper Limit | 14.9 |
Options Outstanding, Number of Shares | 841 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '7 years 10 months 12 days |
Options Exercisable | 405 |
Range Seven | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 15.04 |
Exercise Price Per Share, Upper Limit | 21.94 |
Options Outstanding, Number of Shares | 1,649 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '8 years 10 months 12 days |
Options Exercisable | 437 |
Range Eight | ' |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | ' |
Exercise Price Per Share, Lower Limit | 29.87 |
Exercise Price Per Share, Upper Limit | 38.28 |
Options Outstanding, Number of Shares | 44 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | '9 years 10 months 12 days |
Options Exercisable | 0 |
StockBased_Compensation_Summar
Stock-Based Compensation Summary of Options Outstanding that have Vested or are Expected to Vest In Future (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ' | |
Number of shares, Vested | 1,610 | |
Number of shares, Expected to vest, net of forfeitures | 1,750 | |
Number of shares, Total vested and expected to vest, net of forfeitures | 3,360 | |
Weighted-average exercise price per share, Vested | $11.35 | |
Weighted-average exercise price per share, Expected to vest, net of forfeitures | $16.34 | |
Weighted-average exercise price per share, Total vested and expected to vest, net of forfeitures | $13.95 | |
Weighted-average remaining contractual life, Vested | '7 years 2 months 12 days | |
Weighted-average remaining contractual life, Expected to vest, net of forfeitures | '8 years 7 months 12 days | |
Weighted-average remaining contractual life, Total vested and expected to vest, net of forfeitures | '8 years 0 months 12 days | |
Aggregate intrinsic value, Vested | $43,343 | [1] |
Aggregate intrinsic value, Expected to vest, net of forfeitures | 38,395 | [1] |
Aggregate intrinsic value, Total vested and expected to vest, net of forfeitures | $81,738 | [1] |
Stock price on the last trading day of 2013 | $38.28 | |
[1] | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2013, which was $38.28, and the exercise price of the options, multiplied by the number of in-the-money options. |
Income_Taxes_Details
Income Taxes (Details) (USD $) | 12 Months Ended | |
Dec. 31, 2013 | Dec. 31, 2012 | |
Income Taxes [Line Items] | ' | ' |
Increase in valuation allowance | $5,700,000 | $5,300,000 |
Operating loss carryforwards for U.S. federal income tax purposes | 238,000,000 | ' |
U.S. federal research and development tax credits | 5,500,000 | ' |
Foreign net operating loss carryforwards | 2,200,000 | ' |
Undistributed earnings of foreign subsidiaries | 400,000 | ' |
Estimated tax credit | 400,000 | ' |
Unrecognized tax benefits that, if recognized, would affect effective tax rate | 0 | ' |
Federal Research and Development Credits | Minimum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2020 | ' |
Federal Research and Development Credits | Maximum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2034 | ' |
Internal Revenue Service (IRS) | ' | ' |
Income Taxes [Line Items] | ' | ' |
Reduction in net operating losses | 1,200,000 | ' |
Internal Revenue Service (IRS) | Minimum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2020 | ' |
Internal Revenue Service (IRS) | Maximum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2034 | ' |
California | ' | ' |
Income Taxes [Line Items] | ' | ' |
Operating loss carry forwards for state income tax purposes | 170,300,000 | ' |
State research and development tax credits | 6,200,000 | ' |
Reduction in net operating losses | $700,000 | ' |
California | California Research And Development Tax Credit | Minimum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2013 | ' |
California | California Research And Development Tax Credit | Maximum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2034 | ' |
Foreign Tax Authority | Minimum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2015 | ' |
Foreign Tax Authority | Maximum | ' | ' |
Income Taxes [Line Items] | ' | ' |
Expiration of net operating loss carryforwards | '2022 | ' |
Income_Taxes_Loss_Before_Incom
Income Taxes Loss Before Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Domestic | ($16,205) | ($18,017) | ($20,815) |
International | -184 | -871 | -1,489 |
Loss before income taxes | ($16,389) | ($18,888) | ($22,304) |
Income_Taxes_Significant_Compo
Income Taxes Significant Components of Provision for Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Current | ' | ' | ' |
State | ($24) | ($12) | ($4) |
Foreign | -113 | -124 | -162 |
Total provision for income taxes | ($137) | ($136) | ($166) |
Income_Taxes_Reconciliation_of
Income Taxes Reconciliation of Income Taxes at Statutory Rate to (Provision for)/Benefit from Income Taxes Recorded in Statements of Operations (Details) | 12 Months Ended | ||
Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 | |
Income Tax Disclosure [Abstract] | ' | ' | ' |
Tax benefit at federal statutory rate | 34.00% | 34.00% | 34.00% |
State tax expense, net of federal benefit | 5.60% | -1.70% | 3.60% |
Foreign tax expense | -3.30% | -0.30% | -2.50% |
Change in valuation allowance | -34.60% | -28.00% | -32.20% |
Federal R&D Credit | 6.90% | 0.00% | 1.20% |
Unrecognized tax benefit | -4.50% | -3.40% | -1.90% |
Return to provision reconciliation | -2.80% | 0.30% | -0.20% |
Other, net | -2.10% | -1.60% | -2.80% |
Effective tax rate | -0.80% | -0.70% | -0.80% |
Income_Taxes_Significant_Compo1
Income Taxes Significant Components of Deferred Tax Assets and Liabilities (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | ||
Deferred tax assets: | ' | ' |
Net operating loss carryforwards | $82,230 | $79,797 |
Reserves and accruals | 2,467 | 1,672 |
Depreciation and amortization | 283 | 355 |
Tax credit carryforwards | 7,898 | 6,639 |
Stock-based compensation | 3,397 | 2,149 |
Total deferred tax assets | 96,275 | 90,612 |
Valuation allowance | -96,275 | -90,612 |
Net deferred tax assets | $0 | $0 |
Income_Taxes_Aggregate_Changes
Income Taxes Aggregate Changes in Balance of Gross Unrecognized Tax Benefits (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | ' | ' | ' |
Beginning Balance | $6,351 | $5,448 | $4,796 |
Increases in balances related to tax positions taken during current period | 1,044 | 903 | 652 |
Decreases in balances related to tax positions taken during prior period | -547 | ' | ' |
Ending Balance | $6,848 | $6,351 | $5,448 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (Maximum) | 12 Months Ended |
Dec. 31, 2013 | |
Maximum | ' |
Compensation Plan [Line Items] | ' |
Percentage of employees eligible compensation | 60.00% |
Information_About_Geographic_A2
Information About Geographic Areas (Details) | 12 Months Ended |
Dec. 31, 2013 | |
Segment | |
Segment Reporting [Abstract] | ' |
Number of reporting segment | 1 |
Information_About_Geographic_A3
Information About Geographic Areas Product Revenue by Geography Based on Billing Address of Customers (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total | $70,198 | $51,488 | $40,581 |
United States | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total | 36,308 | 27,325 | 21,644 |
Europe | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total | 18,472 | 13,086 | 10,499 |
Asia-Pacific | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total | 6,564 | 6,321 | 3,698 |
Japan | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total | 6,639 | 3,840 | 3,942 |
Other | ' | ' | ' |
Revenues from External Customers and Long-Lived Assets [Line Items] | ' | ' | ' |
Total | $2,215 | $916 | $798 |
Information_About_Geographic_A4
Information About Geographic Areas Net Long-Lived Assets Consisting of Property and Equipment in Different Geographic Areas (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | ' | ' | ' |
Property plant and equipment | $6,818 | $4,974 | $3,256 |
United States | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property plant and equipment | 2,967 | 1,968 | 1,502 |
Singapore | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property plant and equipment | 3,741 | 2,961 | 1,720 |
Japan | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property plant and equipment | 32 | 18 | 23 |
Europe | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property plant and equipment | 64 | 27 | 11 |
Asia-Pacific | ' | ' | ' |
Segment Reporting Information [Line Items] | ' | ' | ' |
Property plant and equipment | $14 | $0 | $0 |
Quarterly_Results_of_Operation2
Quarterly Results of Operations (Unaudited) (Details) (USD $) | 3 Months Ended | 12 Months Ended | |||||||||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2012 | Jun. 30, 2012 | Mar. 31, 2012 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Quarterly Financial Information Disclosure [Abstract] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Total revenue | $20,881 | $18,287 | $17,480 | $14,535 | $15,659 | $12,782 | $12,948 | $10,945 | $71,183 | $52,334 | $42,865 |
Net loss | ($4,643) | ($4,286) | ($4,046) | ($3,551) | ($3,602) | ($4,152) | ($4,580) | ($6,690) | ($16,526) | ($19,024) | ($32,370) |
Net loss per share, basic and diluted | ($0.18) | ($0.17) | ($0.16) | ($0.14) | ($0.14) | ($0.18) | ($0.22) | ($0.33) | ($0.65) | ($0.86) | ($1.81) |
Subsequent_Events_Details
Subsequent Events (Details) (USD $) | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 13, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | Dec. 31, 2013 | Feb. 04, 2014 | Feb. 04, 2014 | Feb. 04, 2014 | Feb. 13, 2014 |
In Millions, except Share data, unless otherwise specified | Subsequent Event | Senior Convertible Notes due 2034 | Senior Convertible Notes due 2034 | Senior Convertible Notes due 2034 | February 6, 2018 - before February 6, 2012 | On or after February 6, 2021 | February 6, 2021, February 6, 2024 and February 6, 2029 | DVS Sciences, Inc. | ||
Subsequent Event | Convertible Debt | Convertible Debt | Senior Convertible Notes due 2034 | Senior Convertible Notes due 2034 | Senior Convertible Notes due 2034 | Subsequent Event | ||||
Subsequent Event | Subsequent Event | Convertible Debt | Convertible Debt | Convertible Debt | ||||||
Subsequent Event | Subsequent Event | Subsequent Event | ||||||||
Subsequent Event [Line Items] | ' | ' | ' | ' | ' | ' | ' | ' | ' | ' |
Face amount of Notes | ' | ' | ' | $201.30 | $201.30 | ' | ' | ' | ' | ' |
Interest rate on Notes (in percent) | ' | ' | ' | 2.75% | 2.75% | ' | ' | ' | ' | ' |
Initial Conversion Rate Of Notes | ' | ' | ' | ' | ' | 17.875 | ' | ' | ' | ' |
Common stock, par value | $0.00 | $0.00 | ' | ' | ' | ' | ' | ' | ' | ' |
Initial Conversion Price Of Stock | ' | ' | ' | ' | $55.94 | ' | ' | ' | ' | ' |
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price (in percent) | ' | ' | ' | ' | ' | ' | 130.00% | ' | ' | ' |
Debt instrument redemption price (in percent) | ' | ' | ' | ' | ' | ' | ' | 100.00% | 100.00% | ' |
Debt instrument redemption price when undergo fundamental change (in percent) | ' | ' | ' | ' | 100.00% | ' | ' | ' | ' | ' |
Proceeds from issuance of convertible debt | ' | ' | ' | 194 | 194 | ' | ' | ' | ' | ' |
Cash payment in a business combination, Gross | ' | ' | ' | ' | ' | ' | ' | ' | ' | 117.2 |
Shares issued as part of total consideration in a business combination (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,759,007 |
Total consideration transferred in a business combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | 193.8 |
Value of shares issued as part of total consideration in a business combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | 76.8 |
Amount deposited in escrow in a business combination | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1 |
Percentage of shares issued in a business combination deposited in escrow to secure indemnification obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | 50.30% |
Fair value of shares deposited into escrow to secure indemnification obligations | ' | ' | ' | ' | ' | ' | ' | ' | ' | $38.60 |
Number of stock options converted in a business merger (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 142,624 |
Business Combination, Unvested Restricted Stock Assumed (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 186,417 |
Shares issued as part of total consideration in a business combination (in shares) | ' | ' | ' | ' | ' | ' | ' | ' | ' | 1,759,007 |
Common stock, shares outstanding | 25,811,000 | 25,115,000 | 27,756,000 | ' | ' | ' | ' | ' | ' | ' |
Common stock, shares issued | 25,811,000 | 25,115,000 | 27,756,000 | ' | ' | ' | ' | ' | ' | ' |
Recovered_Sheet1
Schedule II-Valuation And Qualifying Account And Reserve (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | ' | ' | ' |
Balance at Beginning of Period | $448 | $366 | $467 |
Additions/Charged to Expense | 4 | 97 | 12 |
Deductions | -416 | -15 | -113 |
Balance at End of Period | $36 | $448 | $366 |