Document_and_Entity_Informatio
Document and Entity Information (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Feb. 10, 2015 | Jun. 30, 2014 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | FALSE | ||
Document Period End Date | 31-Dec-14 | ||
Document Fiscal Year Focus | 2014 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FLDM | ||
Entity Registrant Name | FLUIDIGM CORP | ||
Entity Central Index Key | 1162194 | ||
Current Fiscal Year End Date | -19 | ||
Entity Well-known Seasoned Issuer | Yes | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Large Accelerated Filer | ||
Entity Common Stock, Shares Outstanding | 28,368,032 | ||
Entity Public Float | $719,943,878 |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Current assets: | ||
Cash and cash equivalents | $33,713 | $35,261 |
Short-term investments | 81,588 | 49,083 |
Accounts receivable (net of allowances of $120 and $36 at December 31, 2014 and 2013, respectively) | 22,384 | 10,552 |
Inventories | 15,991 | 8,148 |
Prepaid expenses and other current assets | 2,221 | 1,540 |
Total current assets | 155,897 | 104,584 |
Long-term investments | 27,499 | 1,942 |
Property and equipment, net | 13,889 | 6,818 |
Other non-current assets | 3,966 | 3,571 |
Developed Technology, net | 102,200 | 0 |
Goodwill | 104,108 | 0 |
Total assets | 407,559 | 116,915 |
Current liabilities: | ||
Accounts payable | 5,919 | 4,353 |
Accrued compensation and related benefits | 6,874 | 5,485 |
Other accrued liabilities | 9,664 | 5,392 |
Deferred revenue, current portion | 6,928 | 2,721 |
Total current liabilities | 29,385 | 17,951 |
Convertible notes, net | 195,455 | 0 |
Deferred tax liability | 26,152 | 0 |
Deferred revenue, net of current portion | 4,357 | 1,899 |
Other non-current liabilities | 1,791 | 651 |
Total liabilities | 257,140 | 20,501 |
Commitments and contingencies | ||
Stockholders' equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either December 31, 2014 or 2013 | 0 | 0 |
Common stock: $0.001 par value, 200,000 shares authorized at December 31, 2014 and 2013; 28,341 and 25,811 shares issued and outstanding at December 31, 2014 and 2013, respectively | 28 | 26 |
Additional paid-in capital | 461,362 | 354,465 |
Accumulated other comprehensive loss | -794 | -730 |
Accumulated deficit | -310,177 | -257,347 |
Total stockholders’ equity | 150,419 | 96,414 |
Total liabilities and stockholders’ equity | $407,559 | $116,915 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets (Parenthetical) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, except Share data, unless otherwise specified | ||
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $120 | $36 |
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 | 28,341,000 | 25,811,000 |
Common stock, shares outstanding | 28,341,000 | 25,811,000 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 12 Months Ended | ||
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenue: | |||
Product revenue | $115,915 | $70,198 | $51,488 |
License revenue | 323 | 327 | 185 |
Grant revenue | 218 | 658 | 661 |
Total revenue | 116,456 | 71,183 | 52,334 |
Costs and expenses: | |||
Cost of product revenue | 42,849 | 20,204 | 15,325 |
Research and development | 43,423 | 19,953 | 16,602 |
Selling, general and administrative | 71,324 | 48,412 | 38,478 |
Litigation settlement | 0 | 1,267 | 0 |
Acquisition-related expenses | 10,696 | 0 | 0 |
Total costs and expenses | 168,292 | 89,836 | 70,405 |
Loss from operations | -51,836 | -18,653 | -18,071 |
Interest expense | -5,344 | -14 | -628 |
Gain from sale of investment in Verinata | 332 | 1,777 | 0 |
Other income (expense), net | -857 | 501 | -189 |
Loss before income taxes | -57,705 | -16,389 | -18,888 |
Benefit from (provision for) income taxes | 4,875 | -137 | -136 |
Net loss | ($52,830) | ($16,526) | ($19,024) |
Net loss per share, basic and diluted (USD per share) | ($1.90) | ($0.65) | ($0.86) |
Shares used in computing net loss per share, basic and diluted (in shares) | 27,768 | 25,479 | 22,136 |
Consolidated_Statements_of_Com
Consolidated Statements of Comprehensive Loss (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Statement of Comprehensive Income [Abstract] | |||
Net loss | ($52,830) | ($16,526) | ($19,024) |
Other comprehensive (loss) income, net of tax | |||
Foreign currency translation adjustment | -2 | 30 | -19 |
Unrealized (loss) gain on available-for-sale securities, net | -62 | 9 | 4 |
Other comprehensive (loss) income | -64 | 39 | -15 |
Comprehensive loss | ($52,894) | ($16,487) | ($19,039) |
Consolidated_Statements_of_Sto
Consolidated Statements of Stockholders' Equity (USD $) | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
In Thousands, unless otherwise specified | |||||
Beginning Balance at Dec. 31, 2011 | $56,897 | $20 | $279,428 | ($754) | ($221,797) |
Beginning Balance, shares at Dec. 31, 2011 | 20,321 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock, net of issuance costs of $3,970 in 2012 (in shares) | 4,209 | ||||
Issuance of common stock, net of issuance costs of $3,970 in 2012 | 56,008 | 4 | 56,004 | ||
Issuance of common stock upon exercise of stock options for cash (in shares) | 585 | ||||
Issuance of common stock upon exercise of stock options for cash | 2,703 | 1 | 2,702 | ||
Stock-based compensation expense | 4,088 | 4,088 | |||
Net loss | -19,024 | -19,024 | |||
Change during the year | -15 | -15 | 0 | ||
Ending Balance at Dec. 31, 2012 | 100,657 | 25 | 342,222 | -769 | -240,821 |
Ending Balance, shares at Dec. 31, 2012 | 25,115 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options for cash (in shares) | 696 | ||||
Issuance of common stock upon exercise of stock options for cash | 5,806 | 1 | 5,805 | ||
Stock-based compensation expense | 6,438 | 6,438 | |||
Net loss | -16,526 | -16,526 | |||
Change during the year | 39 | 39 | |||
Ending Balance at Dec. 31, 2013 | 96,414 | 26 | 354,465 | -730 | -257,347 |
Ending Balance, shares at Dec. 31, 2013 | 25,811 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon purchase of DVS (in shares) | 1,945 | ||||
Issuance of common stock upon purchase of DVS | 76,807 | 2 | 76,805 | ||
Vested DVS stock options converted to equivalent vested options | 4,039 | 4,039 | |||
Issuance of common stock upon exercise of stock options for cash (in shares) | 541 | 585 | |||
Issuance of common stock upon exercise of stock options for cash | 5,113 | 0 | 5,113 | ||
Stock-based compensation expense | 20,940 | 20,940 | |||
Net loss | -52,830 | -52,830 | |||
Change during the year | -64 | -64 | |||
Ending Balance at Dec. 31, 2014 | $150,419 | $28 | $461,362 | ($794) | ($310,177) |
Ending Balance, shares at Dec. 31, 2014 | 28,341 |
Consolidated_Statements_of_Con
Consolidated Statements of Convertible Preferred Stock and Stockholders' Equity (Deficit) (Parenthetical) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2012 |
Issuance of common stock, issuance costs | $3,970 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Operating activities | |||
Net loss | ($52,830) | ($16,526) | ($19,024) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 4,061 | 2,551 | 2,191 |
Stock-based compensation expense | 20,940 | 6,438 | 4,088 |
Acquisition-related share-based awards acceleration expense | 2,648 | 0 | 0 |
Amortization of developed technology | 9,800 | 0 | 0 |
Non-cash charges for sale of inventory revalued at the date of acquisition | 856 | 0 | 0 |
Loss on disposal of property and equipment | 83 | 296 | 26 |
Gain from sale of investment in Verinata | -332 | -1,777 | 0 |
Changes in assets and liabilities: | |||
Accounts receivable | -3,393 | 2,412 | -3,702 |
Inventories | -6,162 | -1,533 | -1,682 |
Prepaid expenses and other assets | -52 | -882 | 201 |
Accounts payable | 107 | 1,802 | -1,815 |
Deferred revenue | 3,191 | 1,640 | 449 |
Other liabilities | -1,540 | 3,988 | 1,790 |
Net cash used in operating activities | -22,623 | -1,591 | -17,478 |
Investing activities | |||
Acquisition, net of cash acquired | -113,190 | 0 | 0 |
Purchases of investments | -132,644 | -59,436 | -35,385 |
Proceeds from sales and maturities of investments | 74,520 | 33,440 | 51,770 |
Proceeds from sale of investment in Verinata | 332 | 3,117 | 0 |
Purchase of intangible assets | 0 | -1,240 | 0 |
Purchases of property and equipment | -7,403 | -3,446 | -2,384 |
Net cash (used in) provided by investing activities | -178,385 | -27,565 | 14,001 |
Financing activities | |||
Proceeds from issuance of convertible notes, net | 195,213 | 0 | 0 |
Proceeds from issuance of common stock, net of issuance costs | 0 | 0 | 56,008 |
Proceeds from exercise of stock options | 5,113 | 5,806 | 2,703 |
Repayment of long-term debt | 0 | 0 | -10,190 |
Proceeds from line of credit | 0 | 0 | 1,875 |
Repayment of line of credit | 0 | 0 | -1,875 |
Net cash provided by financing activities | 200,326 | 5,806 | 48,521 |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | -866 | -38 | 52 |
Net (decrease) increase in cash and cash equivalents | -1,548 | -23,388 | 45,096 |
Cash and cash equivalents at beginning of period | 35,261 | 58,649 | 13,553 |
Cash and cash equivalents at end of period | 33,713 | 35,261 | 58,649 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 2,750 | 7 | 579 |
Cash paid for income taxes | 187 | 242 | 181 |
Non-cash investing and financing activities | |||
Issuance of common stock and options related to acquisition | $78,196 | $0 | $0 |
Description_of_Business
Description of Business | 12 Months Ended |
Dec. 31, 2014 | |
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 create, manufacture, and market innovative technologies and life-science tools focused on the exploration and analysis of single cells, as well as the industrial application of genomics, based upon our core microfluidics and mass cytometry technologies. We sell instruments and consumables, including integrated fluidic circuits (IFCs), assays, and reagents, to academic institutions, clinical laboratories, and pharmaceutical, biotechnology, and agricultural biotechnology (Ag-Bio) companies. | |
On February 13, 2014, we completed our acquisition of DVS Sciences, Inc., a Delaware corporation (DVS) for approximately $199.9 million and assumed all outstanding DVS stock options and unvested restricted stock, pursuant to a merger agreement dated as of January 28, 2014. |
Summary_of_Significant_Account
Summary of Significant Accounting Policies | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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, 2014, we had wholly-owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, the United Kingdom, China, and Germany. 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. | |||||||||||||
Certain prior year amounts on the accompanying Consolidated Statements of Cash Flows have been reclassified to conform to the current period presentation. | |||||||||||||
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 income/loss, a separate component of stockholders’ equity. Income and expense accounts are translated at monthly average exchange rates during the year. | |||||||||||||
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, accounts payable, and convertible notes. 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, 2014 and 2013. The convertible notes are presented at their carrying value, with fair value disclosures made in Note 5. 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 and convertible notes 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. | |||||||||||||
Accounts Receivable | |||||||||||||
Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances of 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 2014, 2013, or 2012, and no single customer represented more than 10% of total accounts receivable at December 31, 2014, or 2013. | |||||||||||||
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. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. 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 seven 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. 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. During 2014, we received cash proceeds of $0.3 million from the escrow account related to our investment in Verinata. We recorded the proceeds as "Gain from sale of investment in Verinata" in the consolidated statements of operations for the years ended December 31, 2014 and 2013. If the milestone payments become payable in the future, we could receive up to $3.2 million in additional proceeds. | |||||||||||||
Intangible Assets | |||||||||||||
In connection with the acquisition of DVS in February 2014, we acquired developed technology with a gross fair value of $112 million. These acquired intangible assets from DVS are being amortized to cost of product revenue over their useful life of ten years. Related amortization expense for the year ended December 31, 2014 was $9.8 million. For further discussion related to intangible assets acquired in 2014 from the DVS acquisition, see Note 4. | |||||||||||||
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 from Helicos are being amortized to research and development expense over their useful life of ten years. Related amortization expense for the years ended December 31, 2014 and 2013 was $127,000 and $63,000, respectively. | |||||||||||||
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. | |||||||||||||
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. | |||||||||||||
Revenue Recognition | |||||||||||||
We generate revenue from sales of our products, license agreements, and government grants. Our products consist of instruments and consumables, including IFCs, assays, and other reagents, related to our 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. Multiple-deliverable sales transactions typically consist of the sale and delivery of one or more instruments and consumables together with one or more of our installation, training and/or customer support services. 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 years, following the expiration of the warranty period. | |||||||||||||
Our products are sold without the right of return. Amounts received before revenue recognition criteria are met are classified in the consolidated balance sheets as deferred revenue or customer deposits, depending on the terms of the arrangement. | |||||||||||||
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. | |||||||||||||
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 $4.2 million, $2.4 million, and $1.3 million during 2014, 2013, and 2012, respectively. | |||||||||||||
Income Taxes | |||||||||||||
We use the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. | |||||||||||||
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 the income tax provision. | |||||||||||||
Stock-Based Compensation | |||||||||||||
We account for stock options and restricted stock units granted to employees and directors based on the fair value of the awards. 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 Loss | |||||||||||||
Comprehensive 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. | |||||||||||||
The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2014, 2013, and 2012 are as follows (in thousands): | |||||||||||||
Foreign currency translation adjustment | Unrealized gain (loss) on investments | Accumulated Other Comprehensive Income (Loss) | |||||||||||
Beginning balance at December 31, 2012 | $ | (773 | ) | $ | 4 | $ | (769 | ) | |||||
Change during the year | 30 | 9 | 39 | ||||||||||
Ending balance at December 31, 2013 | (743 | ) | 13 | (730 | ) | ||||||||
Change during the year | (2 | ) | (62 | ) | (64 | ) | |||||||
Ending balance at December 31, 2014 | $ | (745 | ) | $ | (49 | ) | $ | (794 | ) | ||||
None of the above amounts have been reclassified to the consolidated statement of operations. | |||||||||||||
Business Combinations | |||||||||||||
Assets acquired and liabilities assumed as part of a business combination are generally recorded at their fair values at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting for business acquisitions requires management to make judgments as to whether a purchase transaction is a multiple element contract, meaning that it includes other transaction components such as a settlement of a preexisting relationship. This judgment and determination affects the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. See Note 4. | |||||||||||||
Long-lived Assets, including Goodwill | |||||||||||||
Goodwill and intangible assets with indefinite lives are not subject to amortization, but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. We first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we then conduct a two-step test for impairment of goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. If the fair value of our reporting unit exceeds its carrying value, goodwill is not considered impaired and no further analysis is required. If the carrying values of the reporting unit exceed its fair value, then the second step of the impairment test must be performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. | |||||||||||||
We evaluate our finite lived intangible assets for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible asset 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. | |||||||||||||
Net Loss per Share | |||||||||||||
Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Restricted stock units and 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, 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 for the periods presented because including them would have been anti-dilutive (in thousands): | |||||||||||||
At December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options, restricted stock units and restricted stock awards | 3,736 | 3,432 | 2,945 | ||||||||||
Convertible notes | 3,598 | — | — | ||||||||||
Total | 7,334 | 3,432 | 2,945 | ||||||||||
Recent Accounting Pronouncements | |||||||||||||
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance, which was issued jointly with the International Accounting Standards Board, is intended to improve the financial reporting of revenue and improve comparability of reported revenue in financial statements globally. It will be effective for our interim and annual financial statements beginning in the first quarter of 2017 and early adoption is not permitted. We are currently evaluating the impact of adoption of this new accounting pronouncement on our financial statements. | |||||||||||||
In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The guidance will be effective for us beginning with our annual report for fiscal 2016 and interim periods thereafter. We are currently evaluating the impact that ASU 2014-15 will have on our financial statements. |
License_and_Grant_Agreements
License and Grant Agreements | 12 Months Ended |
Dec. 31, 2014 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
License and Grant Agreements | License 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. 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 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 2014, 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 2014, 2013, and 2012. Our future royalty payments are not expected to be material. | |
Grants | |
California Institute for Regenerative Medicine | |
In May 2011, we were awarded a grant from the California Institute for Regenerative Medicine (CIRM) in the amount of $1.9 million to be earned over a three-year period. Under this grant, we designed and developed 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 $0.2 million of CIRM grant revenue in 2014 and $0.6 million during each of 2013 and 2012. This grant terminated in April 2014. |
Acquisition
Acquisition | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Acquisition | Acquisition | |||||||||||||||
On February 13, 2014 (Acquisition Date), we acquired DVS primarily to broaden our addressable single-cell biology market opportunity and complement our existing product offerings. DVS develops, manufactures, markets, and sells high-parameter single-cell protein analysis systems and related reagents and data analysis tools. DVS’s principal market is the life sciences research market consisting of drug development companies, government research centers, and universities worldwide. | ||||||||||||||||
The contractual price for the acquisition was $207.5 million, subject to certain adjustments as specified in the merger agreement. The aggregate purchase price was determined to be $199.9 million, as detailed in the table below (in thousands): | ||||||||||||||||
Estimated Fair Value | ||||||||||||||||
Cash | $ | 126,048 | ||||||||||||||
Issued 1,759,007 shares of Fluidigm common stock (2) | 76,805 | |||||||||||||||
Acquisition consideration paid at Acquisition Date | 202,853 | |||||||||||||||
Accelerated stock compensation (1) | (6,690 | ) | ||||||||||||||
Estimated fair value of vested Fluidigm equivalent stock options (2) | 4,039 | |||||||||||||||
Working capital adjustment | (269 | ) | ||||||||||||||
Aggregate purchase price | $ | 199,933 | ||||||||||||||
-1 | As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. | |||||||||||||||
-2 | In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. | |||||||||||||||
Approximately 885,000 shares of Fluidigm common stock, with a fair value of $38.6 million, representing 50.3030% of the shares otherwise payable to the former stockholders of DVS, were deposited into escrow. These shares comprise a portion of the merger consideration and will be held in escrow to secure indemnification obligations under the merger agreement, if any, for a period of 13 to 18 months following the Acquisition Date, subject to any then pending indemnification claims. Under the terms of the merger agreement, fifty percent (50.0%) of the aggregate shares subject to the indemnification escrow are eligible for release on March 13, 2015, and the balance of the shares are subject to release on August 13, 2015, provided that in each case shares will continue to be held in escrow in amounts that we may reasonably determine in good faith to be necessary to satisfy any claims for which we have delivered a notice of claim which has not been fully resolved between us and the representative of the former stockholders of DVS. As of the filing of our Annual Report on Form 10-K, we have not made a determination with respect to the amount of any claims for which we may deliver notice under the terms of the merger agreement. If and when we deliver such a notice, the stockholder representative may object to the amount or nature of our claims. As a result, we are unable at this time to estimate the amount, if any, of shares that we may recover from the escrow. | ||||||||||||||||
The results of DVS's operations have been included in the consolidated financial statements for the period from February 13, 2014 to December 31, 2014, including $20.7 million in revenue for the year ended December 31, 2014. | ||||||||||||||||
Net Assets Acquired | ||||||||||||||||
The transaction has been accounted for using the acquisition method of accounting which requires that assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition Date. The following table summarizes the assets acquired and liabilities assumed as of the Acquisition Date (in thousands): | ||||||||||||||||
Allocation of purchase price | ||||||||||||||||
Cash and cash equivalents | $ | 8,405 | ||||||||||||||
Accounts receivable, net | 7,698 | |||||||||||||||
Inventories | 3,489 | |||||||||||||||
Prepaid expenses and other current assets | 1,482 | |||||||||||||||
Property and equipment, net | 1,202 | |||||||||||||||
Developed technology | 112,000 | |||||||||||||||
Goodwill | 104,108 | |||||||||||||||
Other non-current assets | 88 | |||||||||||||||
Total assets acquired | 238,472 | |||||||||||||||
Accounts payable | (1,114 | ) | ||||||||||||||
Accrued compensation and related benefits | (761 | ) | ||||||||||||||
Other accrued liabilities | (1,204 | ) | ||||||||||||||
Deferred revenue, current portion | (1,844 | ) | ||||||||||||||
Tax payable | (45 | ) | ||||||||||||||
Deferred tax liability | (31,942 | ) | ||||||||||||||
Deferred revenue, net of current portion | (1,629 | ) | ||||||||||||||
Net assets acquired | $ | 199,933 | ||||||||||||||
The following table provides details of intangible assets acquired in connection with the DVS acquisition as of December 31, 2014 (in thousands, except years): | ||||||||||||||||
Gross fair value | Accumulated | Net | Useful life in years | |||||||||||||
Amortization | ||||||||||||||||
Developed technology | $ | 112,000 | $ | (9,800 | ) | $ | 102,200 | 10 | ||||||||
We recognized $9.8 million in intangible asset amortization expense during the year ended December 31, 2014. | ||||||||||||||||
The $104.2 million of goodwill recognized as part of the transaction is attributable primarily to expected synergies and other benefits from the acquisition, including expansion of our addressable market from the single-cell genomics market to the larger single-cell biology market and the ability to leverage our larger global commercial sales organization and infrastructure to expand awareness of DVS's products and technology. Goodwill is not expected to be deductible for income tax purposes. The only change to goodwill between the Acquisition Date and December 31, 2014 was an adjustment of $0.1 million to the deferred taxes liability resulting from the final tax analysis during the measurement period. | ||||||||||||||||
Acquisition Costs | ||||||||||||||||
Acquisition-related expenses were $10.7 million for the year ended December 31, 2014 and primarily included accelerated vesting of certain DVS restricted stock and options, and consulting, legal, and investment banking fees. These costs are included within the acquisition-related expenses line of the consolidated statements of operations. | ||||||||||||||||
Unaudited Pro Forma Results | ||||||||||||||||
The unaudited financial information in the table below summarizes our results of operations combined with DVS's as though the companies were combined as of the beginning of each of the years presented. The unaudited pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting periods indicated nor is it indicative of future operating results. | ||||||||||||||||
(in thousands) | Year Ended December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Pro forma total revenue | $ | 120,245 | $ | 98,459 | ||||||||||||
Pro forma net loss | $ | (55,249 | ) | $ | (37,906 | ) | ||||||||||
The unaudited pro forma financial information for the year ended December 31, 2014 includes adjustments related to stock-based compensation, amortization of developed technology, interest expense, and deferred tax liability of $1.4 million, $1.4 million, $1.0 million, and $371,000, respectively, and includes non-recurring adjustments representing the total acquisition-related expenses discussed above. The unaudited pro forma financial information for the year ended December 31, 2013 includes adjustments related to stock-based compensation, amortization of developed technology, interest expense, and deferred tax liability of $9.2 million, $11.2 million, $5.8 million, and $3.0 million, respectively. |
Fair_Value_of_Financial_Instru
Fair Value of Financial Instruments | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [Abstract] | |||||||||||||||||||||||||||||||||
Fair Value of Financial Instruments | Fair Value of Financial Instruments | ||||||||||||||||||||||||||||||||
The following table sets forth our financial instruments that were measured at fair value by level within the fair value hierarchy (in thousands): | |||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||||||
Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||
Money market funds (See Note 6) | $10,220 | $ | — | $ | — | $ | 10,220 | $ | 17,547 | $ | — | $ | — | $ | 17,547 | ||||||||||||||||||
U.S. government and agency securities | — | 109,087 | — | 109,087 | — | 51,025 | — | 51,025 | |||||||||||||||||||||||||
Total assets measured at fair value | $ | 10,220 | $ | 109,087 | $ | — | $ | 119,307 | $ | 17,547 | $ | 51,025 | $ | — | $ | 68,572 | |||||||||||||||||
As of December 31, 2014, the amortized cost basis, aggregate fair value, and gross unrealized gains and losses of our investments were as follows (in thousands): | |||||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||||||||||||||
U.S. government and agency securities | $ | 109,136 | $ | 3 | $ | (52 | ) | $ | 109,087 | ||||||||||||||||||||||||
As of December 31, 2013, the amortized cost basis, aggregate fair value, and gross unrealized gains and losses of our investments were as follows (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 $81.6 million of our investments are within one year from December 31, 2014. The contractual maturity periods of our remaining securities are less than eighteen months from December 31, 2014. | |||||||||||||||||||||||||||||||||
There were no transfers between Level 1 and Level 2 measurements during the year ended December 31, 2014, and there were no changes in the valuation techniques used. | |||||||||||||||||||||||||||||||||
Based on an evaluation of securities that were in a loss position, we did not recognize any other-than-temporary impairment charges for the years ended December 31, 2014, 2013, and 2012. None of the investments have been in a continuous loss position for more than 12 months. Our conclusion that these losses are not “other-than-temporary” is based on the high credit quality of the securities, their short remaining maturity periods, and our intent and ability to hold such securities until the date of recovery of their respective market values or maturity. | |||||||||||||||||||||||||||||||||
The estimated fair value of the 2.75% Convertible Senior Notes Due 2034, (Notes), is based on a market approach. The estimated fair value was approximately $182.2 million (par value $201.3 million) as of December 31, 2014 and represents a Level II valuation. When determining the estimated fair value of our long-term debt, we used a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk. |
Balance_Sheet_Data
Balance Sheet Data | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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, 2014: | |||||||||
Cash | $ | 23,493 | |||||||
Money market funds | 10,220 | ||||||||
$ | 33,713 | ||||||||
As of December 31, 2013: | |||||||||
Cash | $ | 17,714 | |||||||
Money market funds | 17,547 | ||||||||
$ | 35,261 | ||||||||
Inventories | |||||||||
Inventories consist of the following (in thousands) as of: | |||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 4,670 | $ | 2,650 | |||||
Work-in-process | 3,524 | 1,627 | |||||||
Finished goods | 7,797 | 3,871 | |||||||
Total inventories, net | $ | 15,991 | $ | 8,148 | |||||
Property and Equipment | |||||||||
Property and equipment consists of the following (in thousands) as of: | |||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Computer equipment and software | $ | 3,905 | $ | 2,728 | |||||
Laboratory and manufacturing equipment | 17,592 | 13,972 | |||||||
Leasehold improvements | 4,988 | 1,485 | |||||||
Office furniture and fixtures | 1,804 | 822 | |||||||
Property and equipment, gross | 28,289 | 19,007 | |||||||
Less accumulated depreciation and amortization | (16,360 | ) | (14,470 | ) | |||||
Construction-in-progress | 1,960 | 2,281 | |||||||
Property and equipment, net | $ | 13,889 | $ | 6,818 | |||||
Intangible Assets | |||||||||
The total intangible assets, which includes developed technology as a result of the DVS acquisition and other intangible assets included in Other non-current assets, was $104.1 million as of December 31, 2014. | |||||||||
The estimated future amortization expense of these intangible assets as of December 31, 2014 is as follows (in thousands): | |||||||||
Amount | |||||||||
2015 | $ | 11,747 | |||||||
2016 | 11,496 | ||||||||
2017 | 11,481 | ||||||||
2018 | 11,417 | ||||||||
2019 | 11,326 | ||||||||
Thereafter | 46,654 | ||||||||
$ | 104,121 | ||||||||
Product Warranties | |||||||||
Activity for our warranty accrual for the years ended December 31, 2014 and 2013, which are included in other accrued liabilities, is summarized below (in thousands): | |||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 344 | $ | 257 | |||||
Acquired warranty obligation from DVS | 791 | — | |||||||
Accrual for current period warranties | 1,298 | 648 | |||||||
Warranty costs incurred | (1,255 | ) | (561 | ) | |||||
Ending balance | $ | 1,178 | $ | 344 | |||||
Convertible_Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes |
On February 4, 2014, we closed an underwritten public offering of $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 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 $195.2 million, net of underwriting discounts, from the issuance of the Notes and incurred approximately $1.1 million in offering-related expenses. The underwriting discount of $6.0 million was recorded as an offset to the proceeds. Debt issuance costs of $1.1 million are included in “Other assets” on the Consolidated Balance Sheets as of the issuance date. | |
We used $113.2 million of the net proceeds to fund the cash portion of the consideration payable by us in connection with our acquisition of DVS (now Fluidigm Sciences Inc.) (See Note 4). Interest expense related to the Notes was approximately $5.3 million for the year ended December 31, 2014. Approximately $2.7 million of interest under the Notes was paid during 2014. | |
The balance of unamortized debt discount and debt issuance costs was $6.8 million of which $5.8 million is included in "Convertible Notes" and $1.0 million is included within “Other non-current assets” as of December 31, 2014 on the accompanying Consolidated Balance Sheets. |
Line_of_Credit
Line of Credit | 12 Months Ended |
Dec. 31, 2014 | |
Debt Disclosure [Abstract] | |
Line of Credit | Line of Credit |
In December 2012, we entered into a two-year 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 was available on a non-formula basis, subject to certain covenants and other restrictions. The balance of $4.0 million was available based on eligible receivables. The line of credit was collateralized by our assets, excluding our intellectual property, and bore interest at a rate equal to the greater of (i) 3.75% or (ii) the prime rate plus 0.50% per year. On May 9, 2014, we entered into a modification agreement with the lender to amend and waive certain financial covenants under the financing agreement, effective as of March 31, 2014. On July 31, 2014, we entered into a modification agreement with the lender to amend and waive the financial covenant under the financing agreement regarding our effective tangible net worth amount, which could not at any time exceed a deficit of more than $100.0 million, effective as of June 30, 2014. There were no amounts outstanding on the line of credit during 2014, 2013, or 2012. The line of credit expired in December 2014 and the lien on the collateral was released in January 2015. |
Commitments_and_Contingencies
Commitments and Contingencies | 12 Months Ended | |||
Dec. 31, 2014 | ||||
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 2013 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 in South San Francisco, California. The Amendment provides for an expansion of the premises covered under the Lease to include space that was 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 June 4, 2014, we entered into an additional amendment to the Lease (the June 2014 Amendment), which provided for an expansion of the premises covered under the Lease by approximately 13,000 square feet, effective October 1, 2014; payment of base rent with rent escalation; and payment of certain operating expenses during the term of the Lease. The June 2014 Amendment also provided for an allowance of approximately $0.2 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 $0.1 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. The total future minimum lease payments for the additional space, which will be paid through April 2020, are approximately $2.4 million as of December 31, 2014. | ||||
On September 15, 2014, we entered into an additional amendment to the Lease (the September 2014 Amendment), which provided for an expansion of the premises covered under the Lease by approximately 9,000 square feet, effective October 1, 2014; payment of base rent with rent escalation; and payment of certain operating expenses during the term of the Lease. The September 2014 Amendment also provided for an allowance of approximately $0.2 million for tenant improvements. The total future minimum lease payments for the additional space, which will be paid through April 2020, are approximately $1.6 million as of December 31, 2014. | ||||
On October 14, 2013, Fluidigm Singapore Pte. Ltd., our wholly-owned subsidiary (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 new facility located in Singapore. 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 commenced 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. In June 2014, Fluidigm Singapore leased additional space of approximately 2,400 square feet in the same building as the new facility on the same terms as the Lease. We completed the consolidation of our Singapore manufacturing operations in the new space in July 2014 and the site qualification was completed in August 2014. The leases relating to our prior manufacturing facility in Singapore terminated on August 31, 2014. The total future minimum lease payments for the new facility, which will be paid through June 2022, are approximately $4.1 million as of December 31, 2014. | ||||
In connection with our acquisition of DVS (See Note 4), we acquired the operating leases for facilities in Markham, Ontario, Canada and Sunnyvale, California, which expire in January 2016 and July 2016, respectively. The Canada lease includes an option to renew the lease for an additional five years at the then prevailing market rent, and on similar terms as the existing lease. We recognize rent expense on a straight-line basis over the non-cancelable lease term. The total future minimum lease payments for the operating leases in Sunnyvale, California and Markham, Ontario, Canada are approximately $460,000 as of December 31, 2014. | ||||
As of December 31, 2014, 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, 2014 are as follows (in thousands): | ||||
Years ending December 31: | ||||
2015 | $ | 3,146 | ||
2016 | 3,016 | |||
2017 | 2,871 | |||
2018 | 2,899 | |||
2019 | 2,965 | |||
Thereafter | 2,171 | |||
Total minimum payments | $ | 17,068 | ||
Our lease payments are expensed on a straight-line basis over the life of the leases. Rental expense under operating leases, net of amortization of lease incentive, totaled $4.0 million, $2.7 million, and $1.9 million for 2014, 2013, and 2012, respectively. | ||||
Other Commitments | ||||
In the normal course of business, we enter into various contractual and legally binding purchase commitments. As of December 31, 2014, these commitments for the next year were approximately $9.1 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, 2014, 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. | ||||
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. We also filed a lawsuit against NanoString in the High Court of the Republic of Singapore (Case No. S 282/2013) on April 5, 2013 alleging malicious falsehood in advertising and trademark infringement and sought relief similar to the relief sought in our complaint filed in the United States. 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. | ||||
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 were 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. |
StockBased_Compensation
Stock-Based Compensation | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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 (RSUs), stock appreciation rights, performance units, and performance shares 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. In general, RSUs vest on a quarterly basis over a period of four years from the date of grant, provided that no shares will vest during the first year of employment, at the end of which the shares that would have vested during the year will vest and the remaining shares will vest over the remaining 12 quarters, subject to the employees' continued employment. | ||||||||||||||
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, 2014, the 2011 Plan had a total of 4,319,443 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): | ||||||||||||||
Stock options: | ||||||||||||||
Outstanding Options | ||||||||||||||
Shares Available | Number of | Weighted-Average | ||||||||||||
for Grant | Shares | Exercise Price | ||||||||||||
per Share | ||||||||||||||
Balance as of December 31, 2013 | 262 | 3,432 | $ | 13.99 | ||||||||||
Additional shares authorized | 1,000 | — | ||||||||||||
Options granted | (457 | ) | 457 | $ | 43.09 | |||||||||
Options assumed from acquisition | 143 | $ | 2.75 | |||||||||||
Options exercised | — | (541 | ) | $ | 9.73 | |||||||||
Options canceled | 84 | (84 | ) | $ | 18.74 | |||||||||
Balance as of December 31, 2014 | 889 | 3,407 | $ | 17.98 | ||||||||||
Restricted Stock units: | ||||||||||||||
Number Nonvested and Outstanding | Weighted-Average | |||||||||||||
Grant date fair value per Share | ||||||||||||||
Balance as of December 31, 2013 | — | $ | — | |||||||||||
RSUs granted | 395 | $ | 42.49 | |||||||||||
RSUs vested | (50 | ) | $ | 47.22 | ||||||||||
RSUs canceled | (16 | ) | $ | 45.98 | ||||||||||
Balance as of December 31, 2014 | 329 | $ | 41.6 | |||||||||||
We determine stock-based compensation expense using the Black-Scholes option-pricing model and the following weighted-average assumptions: | ||||||||||||||
Year Ended December 31, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Expected volatility | 57.5 | % | 57.1 | % | 57.6 | % | ||||||||
Expected life | 5.9 years | 5.9 years | 5.9 years | |||||||||||
Risk-free interest rate | 1.5 | % | 1.2 | % | 1.1 | % | ||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||||
Weighted-average fair value of options granted | $ | 9.8 | $ | 9.62 | $ | 7.9 | ||||||||
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. 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 Select Market. | ||||||||||||||
The fair value of RSUs granted to employees was estimated on the date of grant by multiplying the number of shares granted by the fair market value of our common stock on the grant date. | ||||||||||||||
Additional information regarding our stock options outstanding and exercisable as of December 31, 2014 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) | ||||||||||||
$0.64 - $4.45 | 375 | 5.4 | 353 | |||||||||||
$8.36 - $8.37 | 193 | 6 | 189 | |||||||||||
$13.01 - $14.90 | 857 | 6.9 | 657 | |||||||||||
$15.04 - $19.32 | 1,477 | 7.9 | 766 | |||||||||||
$20.46 - $21.94 | 11 | 8.7 | 4 | |||||||||||
$27.00 - $29.87 | 96 | 9.5 | 29 | |||||||||||
$30.58 - $33.73 | 26 | 9.2 | 7 | |||||||||||
$37.56 - $38.28 | 19 | 9.1 | 4 | |||||||||||
$43.66 - $44.07 | 7 | 9.1 | 1 | |||||||||||
$46.85 - $47.55 | 346 | 9.2 | 65 | |||||||||||
3,407 | 7.5 | 2,075 | ||||||||||||
Options exercisable as of December 31, 2014 had a weighted-average remaining contractual life of 7 years, a weighted-average exercise price per share of $14.14, and an aggregate intrinsic value of $41.6 million. | ||||||||||||||
Options outstanding that have vested as of December 31, 2014 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) | |||||||||||||
Vested | 2,075 | $ | 14.14 | 7 | $ | 41,567 | ||||||||
Expected to vest, net of estimated forfeitures | 1,303 | $ | 23.96 | 8.2 | 16,650 | |||||||||
Total vested and expected to vest, net of forfeitures | 3,378 | $ | 17.93 | 7.5 | $ | 58,217 | ||||||||
-1 | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2014, which was $33.73, and the exercise price of the options, multiplied by the number of in-the-money options. | |||||||||||||
The total intrinsic value of options exercised during 2014, 2013, and 2012 was $12.8 million, $20.8 million, and $5.5 million, respectively. The total intrinsic value of RSUs vested and released during the year ended December 31, 2014 was approximately $1.4 million. The intrinsic value of vested and released RSUs is calculated by multiplying the fair market value of our common stock on the vesting date by the number of shares vested. As of December 31, 2014, the number of RSUs outstanding and expected to vest was 328,556, with a total intrinsic value of $11.1 million. The intrinsic value of the outstanding and expected to vest RSUs is calculated based on the market value of the Company's closing stock price of $33.73 as of December 31, 2014, the last market trading day of 2014. | ||||||||||||||
There were no stock-based compensation tax benefits recognized during 2014, 2013, or 2012. Capitalized stock-based compensation costs were insignificant at December 31, 2014, 2013, and 2012. | ||||||||||||||
As of December 31, 2014, there was $29.8 million of total unrecognized compensation cost related to stock-based compensation arrangements that is expected to be recognized over an average period of 2.8 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 nil, $8,000 and $20,000 of stock-based compensation expense related to the 2010 performance awards during 2014, 2013, and 2012, respectively. |
Income_Taxes
Income Taxes | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Income Taxes | Income Taxes | ||||||||||||
Our loss before income taxes consists of the following (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Domestic | $ | (41,559 | ) | $ | (16,205 | ) | $ | (18,017 | ) | ||||
International | (16,146 | ) | (184 | ) | (871 | ) | |||||||
Loss before income taxes | $ | (57,705 | ) | $ | (16,389 | ) | $ | (18,888 | ) | ||||
Significant components of our benefit (provision) for income taxes are as follows (in thousands): | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
State | $ | (20 | ) | $ | (24 | ) | $ | (12 | ) | ||||
Foreign | (254 | ) | (113 | ) | (124 | ) | |||||||
Total current provision | (274 | ) | (137 | ) | (136 | ) | |||||||
Deferred: | |||||||||||||
State | 2,042 | — | — | ||||||||||
Foreign | 3,107 | — | — | ||||||||||
Total deferred benefit | 5,149 | — | — | ||||||||||
Total benefit (provision) for income taxes | $ | 4,875 | $ | (137 | ) | $ | (136 | ) | |||||
Reconciliation of income taxes at the statutory rate to the benefit from (provision for) income taxes recorded in the statements of operations is as follows: | |||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax benefit at federal statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State tax expense, net of federal benefit | (1.5 | ) | 5.6 | (1.7 | ) | ||||||||
Foreign tax expense | (3.7 | ) | (3.3 | ) | (0.3 | ) | |||||||
Change in valuation allowance | (21.1 | ) | (34.6 | ) | (28.0 | ) | |||||||
Federal R&D Credit | 2.7 | 6.9 | — | ||||||||||
Unrecognized tax benefit | (0.7 | ) | (4.5 | ) | (3.4 | ) | |||||||
Return to provision reconciliation | — | (2.8 | ) | 0.3 | |||||||||
Other, net | (1.2 | ) | (2.1 | ) | (1.6 | ) | |||||||
Effective tax rate | 8.5 | % | (0.8 | )% | (0.7 | )% | |||||||
Significant components of our deferred tax assets and liabilities are as follows (in thousands): | |||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 90,250 | $ | 82,230 | |||||||||
Reserves and accruals | 4,132 | 2,467 | |||||||||||
Depreciation and amortization | 231 | 283 | |||||||||||
Tax credit carryforwards | 10,181 | 7,898 | |||||||||||
Stock-based compensation | 7,866 | 3,397 | |||||||||||
Total gross deferred tax assets | 112,660 | 96,275 | |||||||||||
Valuation allowance on deferred tax assets | (110,167 | ) | (96,275 | ) | |||||||||
Total deferred tax assets | 2,493 | — | |||||||||||
Deferred tax liabilities: | |||||||||||||
Fixed asset and intangibles | (28,612 | ) | — | ||||||||||
Total deferred tax liabilities | (28,612 | ) | — | ||||||||||
Net deferred tax liability | $ | (26,119 | ) | $ | — | ||||||||
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 partially offset by a valuation allowance because we have incurred losses since our inception. The valuation allowance increased by $13.9 million and $5.7 million during 2014 and 2013, respectively. The change in valuation allowance is mainly due to the significant increase in the current year taxable loss, the temporary differences, research development credits, and intangible assets arising from the DVS acquisition, as we recorded California deferred tax. The related valuation allowance associated with our California deferred tax assets was released and recorded as an income tax benefit in the quarter ended March 31, 2014. We recognized a benefit for income taxes of $2.0 million for the year ended December 31, 2014, primarily from a reversal of a portion of our valuation allowance for deferred tax assets as a result of deferred tax liabilities recognized on the identifiable intangible assets acquired in connection with the acquisition of DVS. Our deferred tax liabilities primarily consist of book and tax basis differences in fixed assets and acquired identifiable intangible assets. | |||||||||||||
As of December 31, 2014, we had net operating loss carryforwards for U.S. federal income tax purposes of $266.7 million, which expire in the years 2020 through 2035, and U.S. federal research and development tax credits of $6.7 million, which expire in the years 2020 through 2035. As of December 31, 2014, we had net operating loss carryforwards for state income tax purposes of $184.1 million, which expire in the years 2014 through 2035, and California research and development tax credits of $7.4 million, which do not expire. As of December 31, 2014, we had foreign net operating loss carryforwards of $3.3 million, which expire in the years 2015 through 2035. On December 19, 2014, the 2014 Tax Increase Prevention Act was signed into law. This law retroactively extended the federal research and development credits for amounts incurred from January 1, 2014 through December 31, 2014. As a result of the retroactive extension, we generated approximately $1.1 million of tax credit which was fully offset by a valuation allowance in the current year. | |||||||||||||
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 have completed a Section 382 analysis for the period from our inception in May 1999 through December 31, 2014 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, 2014 through December 31, 2014, which excluded the net operating loss carryforwards for DVS prior to the acquisition, and determined that an ownership change did not occur during such period. Net operating losses that were subject to Section 382 limitation for California purposes had expired as of December 31, 2014. | |||||||||||||
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, 2014 because such earnings are intended to be indefinitely reinvested. Upon distribution of such earnings in the form of dividends or otherwise, we believe there will be no material U.S. federal and state income tax liability as there are sufficient amount of tax losses or other attributes. Undistributed earnings of our foreign subsidiaries amounted to approximately $0.8 million. If these earnings were to be repatriated approximately $30,000 of withholding taxes may be due at its source. However, since such subsidiaries’ earnings are permanently reinvested, no deferred tax liabilities were accrued for that amount as of December 31, 2014. | |||||||||||||
Effective January 1, 2010, we obtained approval for Pioneer Tax Status in Singapore. The Pioneer Tax Status allowed a full exemption from Singapore corporate tax related to contract manufacturing activities through the effective period subject to the achievement of certain milestones. We have not benefited from the tax exemption through December 31, 2014. Per discussions with the Singapore government, we expect our tax incentives under the Pioneer Tax Status to be terminated, effective as of December, 31, 2014. Effective January 1, 2015, we obtained a Development and Expansion Incentive from the Singapore government, which provides a reduced tax rate for qualifying income in Singapore through 2019, if certain milestones are met. | |||||||||||||
Uncertain Tax Positions | |||||||||||||
The aggregate changes in the balance of our gross unrecognized tax benefits during 2014, 2013, and 2012 were as follows (in thousands): | |||||||||||||
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 | ||||||||||||
Increases in balances related to tax positions taken during current period | 832 | ||||||||||||
Decreases in balances related to tax positions taken during prior period | (8 | ) | |||||||||||
31-Dec-14 | $ | 7,672 | |||||||||||
Accrued interest and penalties related to unrecognized tax benefits were included in the income tax provision and are immaterial as of December 31, 2014 and 2013. | |||||||||||||
As of December 31, 2014, 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 2009 are open to examination in various foreign countries. |
Employee_Benefit_Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 | |||||||||||||
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 life science tools 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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 59,133 | $ | 36,308 | $ | 27,325 | |||||||
Europe | 33,045 | 18,472 | 13,086 | ||||||||||
Asia-Pacific | 12,878 | 6,564 | 6,321 | ||||||||||
Japan | 6,932 | 6,639 | 3,840 | ||||||||||
Other | 3,927 | 2,215 | 916 | ||||||||||
Total | $ | 115,915 | $ | 70,198 | $ | 51,488 | |||||||
Our license 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-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
United States | $ | 5,317 | $ | 2,967 | $ | 1,968 | |||||||
Singapore | 7,624 | 3,741 | 2,961 | ||||||||||
Canada | 837 | — | — | ||||||||||
Europe | 75 | 64 | 27 | ||||||||||
Japan | 22 | 32 | 18 | ||||||||||
Asia-Pacific | 14 | 14 | — | ||||||||||
Total | $ | 13,889 | $ | 6,818 | $ | 4,974 | |||||||
Quarterly_Results_of_Operation
Quarterly Results of Operations (Unaudited) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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, 2014 and 2013 are as follows (in thousands, except for per share amounts): | |||||||||||||||||
2014 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 25,724 | $ | 27,607 | $ | 29,635 | $ | 33,490 | |||||||||
Net loss | $ | (15,414 | ) | $ | (12,682 | ) | $ | (13,790 | ) | $ | (10,944 | ) | |||||
Net loss per share, basic and diluted | $ | (0.57 | ) | $ | (0.45 | ) | $ | (0.49 | ) | $ | (0.39 | ) | |||||
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 | ) |
SCHEDULE_IIVALUATION_AND_QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNT AND RESERVE | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
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, 2014 | |||||||||||||||||
Accounts receivable allowance | $ | 36 | $ | 103 | $ | (19 | ) | $ | 120 | ||||||||
Year ended December 31, 2013 | |||||||||||||||||
Accounts receivable allowance | $ | 448 | $ | 4 | $ | (416 | ) | $ | 36 | ||||||||
Year ended December 31, 2012 | |||||||||||||||||
Accounts receivable allowance | $ | 366 | $ | 97 | $ | (15 | ) | $ | 448 | ||||||||
Summary_of_Significant_Account1
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014, we had wholly-owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, the United Kingdom, China, and Germany. 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. | |
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 income/loss, a separate component of stockholders’ equity. Income and expense accounts are translated at monthly average exchange rates during the year. | |
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, accounts payable, and convertible notes. 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, 2014 and 2013. The convertible notes are presented at their carrying value, with fair value disclosures made in Note 5. 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 and convertible notes 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. | |
Accounts Receivable | Accounts Receivable |
Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances of 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 2014, 2013, or 2012, and no single customer represented more than 10% of total accounts receivable at December 31, 2014, or 2013. | |
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. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. 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 seven 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. 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. During 2014, we received cash proceeds of $0.3 million from the escrow account related to our investment in Verinata. We recorded the proceeds as "Gain from sale of investment in Verinata" in the consolidated statements of operations for the years ended December 31, 2014 and 2013. 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 |
In connection with the acquisition of DVS in February 2014, we acquired developed technology with a gross fair value of $112 million. These acquired intangible assets from DVS are being amortized to cost of product revenue over their useful life of ten years. Related amortization expense for the year ended December 31, 2014 was $9.8 million. For further discussion related to intangible assets acquired in 2014 from the DVS acquisition, see Note 4. | |
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 from Helicos are being amortized to research and development expense over their useful life of ten years. Related amortization expense for the years ended December 31, 2014 and 2013 was $127,000 and $63,000, respectively. | |
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. | |
Product Warranties | 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. | |
Revenue Recognition | Revenue Recognition |
We generate revenue from sales of our products, license agreements, and government grants. Our products consist of instruments and consumables, including IFCs, assays, and other reagents, related to our 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. Multiple-deliverable sales transactions typically consist of the sale and delivery of one or more instruments and consumables together with one or more of our installation, training and/or customer support services. 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 years, following the expiration of the warranty period. | |
Our products are sold without the right of return. Amounts received before revenue recognition criteria are met are classified in the consolidated balance sheets as deferred revenue or customer deposits, depending on the terms of the arrangement. | |
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. | |
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. | |
Income Taxes | Income Taxes |
We use the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. | |
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 the income tax provision. | |
Stock-Based Compensation | Stock-Based Compensation |
We account for stock options and restricted stock units granted to employees and directors based on the fair value of the awards. 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 Loss | Comprehensive Loss |
Comprehensive 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. | |
Business Combinations | Business Combinations |
Assets acquired and liabilities assumed as part of a business combination are generally recorded at their fair values at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired requires management to make estimates, which are based on all available information and in some cases assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting for business acquisitions requires management to make judgments as to whether a purchase transaction is a multiple element contract, meaning that it includes other transaction components such as a settlement of a preexisting relationship. This judgment and determination affects the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. | |
Long-lived Assets, including Goodwill | Long-lived Assets, including Goodwill |
Goodwill and intangible assets with indefinite lives are not subject to amortization, but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. We first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we then conduct a two-step test for impairment of goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. If the fair value of our reporting unit exceeds its carrying value, goodwill is not considered impaired and no further analysis is required. If the carrying values of the reporting unit exceed its fair value, then the second step of the impairment test must be performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. | |
We evaluate our finite lived intangible assets for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible asset 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. | |
Net Loss per Share | Net Loss per Share |
Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Restricted stock units and 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, as their effect is anti-dilutive for all periods presented. | |
Recent Accounting Pronouncements | Recent Accounting Pronouncements |
In May 2014, the FASB issued Accounting Standards Update No. 2014-09, Revenue from Contracts with Customers (Topic 606). This guidance, which was issued jointly with the International Accounting Standards Board, is intended to improve the financial reporting of revenue and improve comparability of reported revenue in financial statements globally. It will be effective for our interim and annual financial statements beginning in the first quarter of 2017 and early adoption is not permitted. We are currently evaluating the impact of adoption of this new accounting pronouncement on our financial statements. | |
In August 2014, the FASB issued Accounting Standard Update No. 2014-15, Disclosure of Uncertainties about an Entity's Ability to Continue as a Going Concern, which requires an entity to evaluate whether conditions or events, in the aggregate, raise substantial doubt about the entity's ability to continue as a going concern for one year from the date the financial statements are issued or are available to be issued. The guidance will be effective for us beginning with our annual report for fiscal 2016 and interim periods thereafter. We are currently evaluating the impact that ASU 2014-15 will have on our financial statements. |
Summary_of_Significant_Account2
Summary of Significant Accounting Policies (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
Accounting Policies [Abstract] | |||||||||||||
Components of Accumulated Other Comprehensive Loss | The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2014, 2013, and 2012 are as follows (in thousands): | ||||||||||||
Foreign currency translation adjustment | Unrealized gain (loss) on investments | Accumulated Other Comprehensive Income (Loss) | |||||||||||
Beginning balance at December 31, 2012 | $ | (773 | ) | $ | 4 | $ | (769 | ) | |||||
Change during the year | 30 | 9 | 39 | ||||||||||
Ending balance at December 31, 2013 | (743 | ) | 13 | (730 | ) | ||||||||
Change during the year | (2 | ) | (62 | ) | (64 | ) | |||||||
Ending balance at December 31, 2014 | $ | (745 | ) | $ | (49 | ) | $ | (794 | ) | ||||
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 for the periods presented because including them would have been anti-dilutive (in thousands): | ||||||||||||
At December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Stock options, restricted stock units and restricted stock awards | 3,736 | 3,432 | 2,945 | ||||||||||
Convertible notes | 3,598 | — | — | ||||||||||
Total | 7,334 | 3,432 | 2,945 | ||||||||||
Acquisition_Tables
Acquisition (Tables) | 12 Months Ended | |||||||||||||||
Dec. 31, 2014 | ||||||||||||||||
Business Combinations [Abstract] | ||||||||||||||||
Schedule of consideration transferred | The contractual price for the acquisition was $207.5 million, subject to certain adjustments as specified in the merger agreement. The aggregate purchase price was determined to be $199.9 million, as detailed in the table below (in thousands): | |||||||||||||||
Estimated Fair Value | ||||||||||||||||
Cash | $ | 126,048 | ||||||||||||||
Issued 1,759,007 shares of Fluidigm common stock (2) | 76,805 | |||||||||||||||
Acquisition consideration paid at Acquisition Date | 202,853 | |||||||||||||||
Accelerated stock compensation (1) | (6,690 | ) | ||||||||||||||
Estimated fair value of vested Fluidigm equivalent stock options (2) | 4,039 | |||||||||||||||
Working capital adjustment | (269 | ) | ||||||||||||||
Aggregate purchase price | $ | 199,933 | ||||||||||||||
-1 | As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. | |||||||||||||||
-2 | In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. | |||||||||||||||
Schedule of consideration transferred and assets acquired and liabilities assumed | The following table summarizes the assets acquired and liabilities assumed as of the Acquisition Date (in thousands): | |||||||||||||||
Allocation of purchase price | ||||||||||||||||
Cash and cash equivalents | $ | 8,405 | ||||||||||||||
Accounts receivable, net | 7,698 | |||||||||||||||
Inventories | 3,489 | |||||||||||||||
Prepaid expenses and other current assets | 1,482 | |||||||||||||||
Property and equipment, net | 1,202 | |||||||||||||||
Developed technology | 112,000 | |||||||||||||||
Goodwill | 104,108 | |||||||||||||||
Other non-current assets | 88 | |||||||||||||||
Total assets acquired | 238,472 | |||||||||||||||
Accounts payable | (1,114 | ) | ||||||||||||||
Accrued compensation and related benefits | (761 | ) | ||||||||||||||
Other accrued liabilities | (1,204 | ) | ||||||||||||||
Deferred revenue, current portion | (1,844 | ) | ||||||||||||||
Tax payable | (45 | ) | ||||||||||||||
Deferred tax liability | (31,942 | ) | ||||||||||||||
Deferred revenue, net of current portion | (1,629 | ) | ||||||||||||||
Net assets acquired | $ | 199,933 | ||||||||||||||
Fair value estimate of identifiable intangibles assets acquired | The following table provides details of intangible assets acquired in connection with the DVS acquisition as of December 31, 2014 (in thousands, except years): | |||||||||||||||
Gross fair value | Accumulated | Net | Useful life in years | |||||||||||||
Amortization | ||||||||||||||||
Developed technology | $ | 112,000 | $ | (9,800 | ) | $ | 102,200 | 10 | ||||||||
Business combination, pro forma information | The unaudited pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting periods indicated nor is it indicative of future operating results. | |||||||||||||||
(in thousands) | Year Ended December 31, | |||||||||||||||
2014 | 2013 | |||||||||||||||
Pro forma total revenue | $ | 120,245 | $ | 98,459 | ||||||||||||
Pro forma net loss | $ | (55,249 | ) | $ | (37,906 | ) |
Fair_Value_of_Financial_Instru1
Fair Value of Financial Instruments (Tables) | 12 Months Ended | ||||||||||||||||||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||||||||||||||||||
Fair Value Disclosures [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): | ||||||||||||||||||||||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||||||||||||||||||||||
Level I | Level II | Level III | Total | Level I | Level II | Level III | Total | ||||||||||||||||||||||||||
Assets | |||||||||||||||||||||||||||||||||
Money market funds (See Note 6) | $10,220 | $ | — | $ | — | $ | 10,220 | $ | 17,547 | $ | — | $ | — | $ | 17,547 | ||||||||||||||||||
U.S. government and agency securities | — | 109,087 | — | 109,087 | — | 51,025 | — | 51,025 | |||||||||||||||||||||||||
Total assets measured at fair value | $ | 10,220 | $ | 109,087 | $ | — | $ | 119,307 | $ | 17,547 | $ | 51,025 | $ | — | $ | 68,572 | |||||||||||||||||
Summary of investments | As of December 31, 2014, the amortized cost basis, aggregate fair value, and gross unrealized gains and losses of our investments were as follows (in thousands): | ||||||||||||||||||||||||||||||||
Amortized | Gross | Gross | Estimated | ||||||||||||||||||||||||||||||
Cost | Unrealized | Unrealized | Fair Value | ||||||||||||||||||||||||||||||
Gains | Losses | ||||||||||||||||||||||||||||||||
U.S. government and agency securities | $ | 109,136 | $ | 3 | $ | (52 | ) | $ | 109,087 | ||||||||||||||||||||||||
As of December 31, 2013, the amortized cost basis, aggregate fair value, and gross unrealized gains and losses of our investments were as follows (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 | ||||||||||||||||||||||||
Balance_Sheet_Data_Tables
Balance Sheet Data (Tables) | 12 Months Ended | ||||||||
Dec. 31, 2014 | |||||||||
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, 2014: | |||||||||
Cash | $ | 23,493 | |||||||
Money market funds | 10,220 | ||||||||
$ | 33,713 | ||||||||
As of December 31, 2013: | |||||||||
Cash | $ | 17,714 | |||||||
Money market funds | 17,547 | ||||||||
$ | 35,261 | ||||||||
Inventories | Inventories consist of the following (in thousands) as of: | ||||||||
December 31, | December 31, | ||||||||
2014 | 2013 | ||||||||
Raw materials | $ | 4,670 | $ | 2,650 | |||||
Work-in-process | 3,524 | 1,627 | |||||||
Finished goods | 7,797 | 3,871 | |||||||
Total inventories, net | $ | 15,991 | $ | 8,148 | |||||
Property and Equipment | Property and equipment consists of the following (in thousands) as of: | ||||||||
31-Dec-14 | 31-Dec-13 | ||||||||
Computer equipment and software | $ | 3,905 | $ | 2,728 | |||||
Laboratory and manufacturing equipment | 17,592 | 13,972 | |||||||
Leasehold improvements | 4,988 | 1,485 | |||||||
Office furniture and fixtures | 1,804 | 822 | |||||||
Property and equipment, gross | 28,289 | 19,007 | |||||||
Less accumulated depreciation and amortization | (16,360 | ) | (14,470 | ) | |||||
Construction-in-progress | 1,960 | 2,281 | |||||||
Property and equipment, net | $ | 13,889 | $ | 6,818 | |||||
Estimated future intangible asset amortization expense | The estimated future amortization expense of these intangible assets as of December 31, 2014 is as follows (in thousands): | ||||||||
Amount | |||||||||
2015 | $ | 11,747 | |||||||
2016 | 11,496 | ||||||||
2017 | 11,481 | ||||||||
2018 | 11,417 | ||||||||
2019 | 11,326 | ||||||||
Thereafter | 46,654 | ||||||||
$ | 104,121 | ||||||||
Activity of warranty accrual | Activity for our warranty accrual for the years ended December 31, 2014 and 2013, which are included in other accrued liabilities, is summarized below (in thousands): | ||||||||
Year Ended | |||||||||
December 31, | |||||||||
2014 | 2013 | ||||||||
Beginning balance | $ | 344 | $ | 257 | |||||
Acquired warranty obligation from DVS | 791 | — | |||||||
Accrual for current period warranties | 1,298 | 648 | |||||||
Warranty costs incurred | (1,255 | ) | (561 | ) | |||||
Ending balance | $ | 1,178 | $ | 344 | |||||
Commitments_and_Contingencies_
Commitments and Contingencies (Tables) | 12 Months Ended | |||
Dec. 31, 2014 | ||||
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, 2014 are as follows (in thousands): | |||
Years ending December 31: | ||||
2015 | $ | 3,146 | ||
2016 | 3,016 | |||
2017 | 2,871 | |||
2018 | 2,899 | |||
2019 | 2,965 | |||
Thereafter | 2,171 | |||
Total minimum payments | $ | 17,068 | ||
StockBased_Compensation_Tables
Stock-Based Compensation (Tables) | 12 Months Ended | |||||||||||||
Dec. 31, 2014 | ||||||||||||||
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): | |||||||||||||
Stock options: | ||||||||||||||
Outstanding Options | ||||||||||||||
Shares Available | Number of | Weighted-Average | ||||||||||||
for Grant | Shares | Exercise Price | ||||||||||||
per Share | ||||||||||||||
Balance as of December 31, 2013 | 262 | 3,432 | $ | 13.99 | ||||||||||
Additional shares authorized | 1,000 | — | ||||||||||||
Options granted | (457 | ) | 457 | $ | 43.09 | |||||||||
Options assumed from acquisition | 143 | $ | 2.75 | |||||||||||
Options exercised | — | (541 | ) | $ | 9.73 | |||||||||
Options canceled | 84 | (84 | ) | $ | 18.74 | |||||||||
Balance as of December 31, 2014 | 889 | 3,407 | $ | 17.98 | ||||||||||
Schedule of Nonvested Restricted Stock Units Activity | Restricted Stock units: | |||||||||||||
Number Nonvested and Outstanding | Weighted-Average | |||||||||||||
Grant date fair value per Share | ||||||||||||||
Balance as of December 31, 2013 | — | $ | — | |||||||||||
RSUs granted | 395 | $ | 42.49 | |||||||||||
RSUs vested | (50 | ) | $ | 47.22 | ||||||||||
RSUs canceled | (16 | ) | $ | 45.98 | ||||||||||
Balance as of December 31, 2014 | 329 | $ | 41.6 | |||||||||||
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, | ||||||||||||||
2014 | 2013 | 2012 | ||||||||||||
Expected volatility | 57.5 | % | 57.1 | % | 57.6 | % | ||||||||
Expected life | 5.9 years | 5.9 years | 5.9 years | |||||||||||
Risk-free interest rate | 1.5 | % | 1.2 | % | 1.1 | % | ||||||||
Dividend yield | 0 | % | 0 | % | 0 | % | ||||||||
Weighted-average fair value of options granted | $ | 9.8 | $ | 9.62 | $ | 7.9 | ||||||||
Additional Information Regarding Stock Options Outstanding and Exercisable | Additional information regarding our stock options outstanding and exercisable as of December 31, 2014 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) | ||||||||||||
$0.64 - $4.45 | 375 | 5.4 | 353 | |||||||||||
$8.36 - $8.37 | 193 | 6 | 189 | |||||||||||
$13.01 - $14.90 | 857 | 6.9 | 657 | |||||||||||
$15.04 - $19.32 | 1,477 | 7.9 | 766 | |||||||||||
$20.46 - $21.94 | 11 | 8.7 | 4 | |||||||||||
$27.00 - $29.87 | 96 | 9.5 | 29 | |||||||||||
$30.58 - $33.73 | 26 | 9.2 | 7 | |||||||||||
$37.56 - $38.28 | 19 | 9.1 | 4 | |||||||||||
$43.66 - $44.07 | 7 | 9.1 | 1 | |||||||||||
$46.85 - $47.55 | 346 | 9.2 | 65 | |||||||||||
3,407 | 7.5 | 2,075 | ||||||||||||
Options Outstanding Vested or Expected to Vest, net of forfeitures | Options outstanding that have vested as of December 31, 2014 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) | |||||||||||||
Vested | 2,075 | $ | 14.14 | 7 | $ | 41,567 | ||||||||
Expected to vest, net of estimated forfeitures | 1,303 | $ | 23.96 | 8.2 | 16,650 | |||||||||
Total vested and expected to vest, net of forfeitures | 3,378 | $ | 17.93 | 7.5 | $ | 58,217 | ||||||||
-1 | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2014, which was $33.73, 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, 2014 | |||||||||||||
Income Tax Disclosure [Abstract] | |||||||||||||
Loss Before Income Taxes | Our loss before income taxes consists of the following (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Domestic | $ | (41,559 | ) | $ | (16,205 | ) | $ | (18,017 | ) | ||||
International | (16,146 | ) | (184 | ) | (871 | ) | |||||||
Loss before income taxes | $ | (57,705 | ) | $ | (16,389 | ) | $ | (18,888 | ) | ||||
Significant Components of Provision for Income Taxes | Significant components of our benefit (provision) for income taxes are as follows (in thousands): | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Current: | |||||||||||||
State | $ | (20 | ) | $ | (24 | ) | $ | (12 | ) | ||||
Foreign | (254 | ) | (113 | ) | (124 | ) | |||||||
Total current provision | (274 | ) | (137 | ) | (136 | ) | |||||||
Deferred: | |||||||||||||
State | 2,042 | — | — | ||||||||||
Foreign | 3,107 | — | — | ||||||||||
Total deferred benefit | 5,149 | — | — | ||||||||||
Total benefit (provision) for income taxes | $ | 4,875 | $ | (137 | ) | $ | (136 | ) | |||||
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 benefit from (provision for) income taxes recorded in the statements of operations is as follows: | ||||||||||||
Year Ended December 31, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
Tax benefit at federal statutory rate | 34 | % | 34 | % | 34 | % | |||||||
State tax expense, net of federal benefit | (1.5 | ) | 5.6 | (1.7 | ) | ||||||||
Foreign tax expense | (3.7 | ) | (3.3 | ) | (0.3 | ) | |||||||
Change in valuation allowance | (21.1 | ) | (34.6 | ) | (28.0 | ) | |||||||
Federal R&D Credit | 2.7 | 6.9 | — | ||||||||||
Unrecognized tax benefit | (0.7 | ) | (4.5 | ) | (3.4 | ) | |||||||
Return to provision reconciliation | — | (2.8 | ) | 0.3 | |||||||||
Other, net | (1.2 | ) | (2.1 | ) | (1.6 | ) | |||||||
Effective tax rate | 8.5 | % | (0.8 | )% | (0.7 | )% | |||||||
Significant Components of Deferred Tax Assets and Liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): | ||||||||||||
31-Dec-14 | 31-Dec-13 | ||||||||||||
Deferred tax assets: | |||||||||||||
Net operating loss carryforwards | $ | 90,250 | $ | 82,230 | |||||||||
Reserves and accruals | 4,132 | 2,467 | |||||||||||
Depreciation and amortization | 231 | 283 | |||||||||||
Tax credit carryforwards | 10,181 | 7,898 | |||||||||||
Stock-based compensation | 7,866 | 3,397 | |||||||||||
Total gross deferred tax assets | 112,660 | 96,275 | |||||||||||
Valuation allowance on deferred tax assets | (110,167 | ) | (96,275 | ) | |||||||||
Total deferred tax assets | 2,493 | — | |||||||||||
Deferred tax liabilities: | |||||||||||||
Fixed asset and intangibles | (28,612 | ) | — | ||||||||||
Total deferred tax liabilities | (28,612 | ) | — | ||||||||||
Net deferred tax liability | $ | (26,119 | ) | $ | — | ||||||||
Aggregate Changes in Balance of Gross Unrecognized Tax Benefits | The aggregate changes in the balance of our gross unrecognized tax benefits during 2014, 2013, and 2012 were as follows (in thousands): | ||||||||||||
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 | ||||||||||||
Increases in balances related to tax positions taken during current period | 832 | ||||||||||||
Decreases in balances related to tax positions taken during prior period | (8 | ) | |||||||||||
31-Dec-14 | $ | 7,672 | |||||||||||
Information_About_Geographic_A1
Information About Geographic Areas (Tables) | 12 Months Ended | ||||||||||||
Dec. 31, 2014 | |||||||||||||
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, | |||||||||||||
2014 | 2013 | 2012 | |||||||||||
United States | $ | 59,133 | $ | 36,308 | $ | 27,325 | |||||||
Europe | 33,045 | 18,472 | 13,086 | ||||||||||
Asia-Pacific | 12,878 | 6,564 | 6,321 | ||||||||||
Japan | 6,932 | 6,639 | 3,840 | ||||||||||
Other | 3,927 | 2,215 | 916 | ||||||||||
Total | $ | 115,915 | $ | 70,198 | $ | 51,488 | |||||||
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-14 | 31-Dec-13 | 31-Dec-12 | |||||||||||
United States | $ | 5,317 | $ | 2,967 | $ | 1,968 | |||||||
Singapore | 7,624 | 3,741 | 2,961 | ||||||||||
Canada | 837 | — | — | ||||||||||
Europe | 75 | 64 | 27 | ||||||||||
Japan | 22 | 32 | 18 | ||||||||||
Asia-Pacific | 14 | 14 | — | ||||||||||
Total | $ | 13,889 | $ | 6,818 | $ | 4,974 | |||||||
Quarterly_Results_of_Operation1
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended | ||||||||||||||||
Dec. 31, 2014 | |||||||||||||||||
Quarterly Financial Information Disclosure [Abstract] | |||||||||||||||||
Quarterly Results of Operations | Selected quarterly results of operations for the years ended December 31, 2014 and 2013 are as follows (in thousands, except for per share amounts): | ||||||||||||||||
2014 | First | Second | Third | Fourth | |||||||||||||
Quarter | Quarter | Quarter | Quarter | ||||||||||||||
Total revenue | $ | 25,724 | $ | 27,607 | $ | 29,635 | $ | 33,490 | |||||||||
Net loss | $ | (15,414 | ) | $ | (12,682 | ) | $ | (13,790 | ) | $ | (10,944 | ) | |||||
Net loss per share, basic and diluted | $ | (0.57 | ) | $ | (0.45 | ) | $ | (0.49 | ) | $ | (0.39 | ) | |||||
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 | ) |
Description_of_Business_Detail
Description of Business (Details) (USD $) | 12 Months Ended | 0 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Feb. 13, 2014 |
Business Acquisition [Line Items] | ||
Incorporation of the company | 1999-05 | |
Reincorporation of the company | 2007-07 | |
DVS Sciences, Inc. | ||
Business Acquisition [Line Items] | ||
Total consideration transferred in a business combination | $199,933 |
Summary_of_Significant_Account3
Summary of Significant Accounting Policies (Details) (USD $) | 12 Months Ended | 0 Months Ended | 1 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 28, 2013 | Mar. 31, 2013 | Feb. 28, 2013 | Feb. 13, 2014 | |
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Impairment of long-lived assets | $0 | $0 | $0 | ||||
Proceeds from sale of investment in Verinata | 332,000 | 3,117,000 | 0 | ||||
Gain from sale of investment in Verinata | 332,000 | 1,777,000 | 0 | ||||
Amortization of developed technology | 9,800,000 | 0 | 0 | ||||
Payments to Acquire Intangible Assets | 0 | 1,240,000 | 0 | ||||
Product warranty term | 1 year | ||||||
Advertising costs incurred | 4,200,000 | 2,400,000 | 1,300,000 | ||||
Developed Technology Rights | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Amortization of developed technology | 9,800,000 | ||||||
Patents | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Useful life | 10 years | ||||||
Amortization of developed technology | 127,000 | 63,000 | |||||
Payments to Acquire Intangible Assets | 1,000,000 | ||||||
Transaction Costs | 300,000 | ||||||
Cost-method Investments | Verinata | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Total Agreed amount on acquisition | 350,000,000 | ||||||
Total payment to all Verinata investors on achievement of milestone | 100,000,000 | ||||||
Proceeds from sale of investment in Verinata | 3,100,000 | ||||||
Gain from sale of investment in Verinata | 300,000 | 1,800,000 | |||||
Expected milestone receivable | 3,200,000 | ||||||
Minimum | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 3 years | ||||||
Product contracts delivery period | 1 month 0 days | ||||||
Service contracts delivery period | 1 year | ||||||
Maximum | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Property and equipment, estimated useful lives | 7 years | ||||||
Product contracts delivery period | 3 months 0 days | ||||||
Service contracts delivery period | 3 years | ||||||
DVS Sciences, Inc. | Developed Technology Rights | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Estimated fair value of intangible assets acquired | $112,000,000 | ||||||
Useful life | 10 years | ||||||
Sales Revenue, Net | Customer Concentration Risk | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (in percent) | 0.00% | 0.00% | 0.00% | ||||
Accounts Receivable | Customer Concentration Risk | |||||||
Schedule Of Significant Accounting Policies [Line Items] | |||||||
Concentration risk (in percent) | 0.00% | 0.00% |
Summary_of_Significant_Account4
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Loss (Details) (USD $) | 12 Months Ended | |||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Mar. 31, 2014 |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive loss, beginning balance | ($730) | |||
Change during the year | -64 | 39 | -15 | |
Accumulated other comprehensive loss, Ending balance | -794 | -730 | ||
Foreign currency translation adjustment | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive loss, beginning balance | -743 | -773 | -745 | |
Change during the year | -2 | 30 | ||
Accumulated other comprehensive loss, Ending balance | -743 | -745 | ||
Unrealized gain (loss) on investments | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive loss, beginning balance | 13 | 4 | -49 | |
Change during the year | -62 | 9 | ||
Accumulated other comprehensive loss, Ending balance | 13 | -49 | ||
Accumulated Other Comprehensive Income (Loss) | ||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||||
Accumulated other comprehensive loss, beginning balance | -730 | -769 | -794 | |
Change during the year | -64 | 39 | -15 | |
Accumulated other comprehensive loss, Ending balance | ($730) | ($769) | ($794) |
Summary_of_Significant_Account5
Summary of Significant Accounting Policies - Potential Common Shares Excluded from Computations of Diluted Net Loss Per Share Attributed to Common Stockholders (Details) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computations of net loss per share | 7,334 | 3,432 | 2,945 |
Stock options, restricted stock units and restricted stock awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computations of net loss per share | 3,736 | 3,432 | 2,945 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computations of net loss per share | 3,598 | 0 | 0 |
License_and_Grant_Agreements_D
License and Grant Agreements (Details) (USD $) | 1 Months Ended | 12 Months Ended | 0 Months Ended | 1 Months Ended | ||||
Jan. 31, 2012 | Aug. 31, 2011 | 31-May-11 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jun. 30, 2011 | Jul. 31, 2011 | |
Finite-Lived Intangible Assets [Line Items] | ||||||||
Amortization of developed technology | $9,800,000 | $0 | $0 | |||||
Payment for license upfront fees | 600,000 | 500,000 | ||||||
Payments for amortized to cost of product revenue | 1,100,000 | |||||||
Cost of product revenue recognized | 300,000 | 300,000 | 300,000 | |||||
Grant awarded | 1,900,000 | |||||||
Earned period | 3 years | |||||||
Grant revenue recognized | 218,000 | 658,000 | 661,000 | |||||
California Institute for Regenerative Medicine | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Grant revenue recognized | 200,000 | 600,000 | 600,000 | |||||
Licensing Agreements | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Litigation settlement expense | 3,000,000 | |||||||
Exercised our option and paid life | 2,000,000 | |||||||
Useful life | 4 years | |||||||
Amortization of developed technology | $500,000 | $500,000 | $500,000 | |||||
Licensing Agreements | Minimum | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Patent litigation | 2 years | |||||||
Licensing Agreements | Maximum | ||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||
Patent litigation | 4 years | |||||||
Period in which Life may not initiate patents litigation | 4 years |
Acquisition_Details
Acquisition (Details) (USD $) | 3 Months Ended | 12 Months Ended | 0 Months Ended | 11 Months Ended | |||||||||||
Share data in Thousands, unless otherwise specified | Dec. 31, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 13, 2014 | Dec. 31, 2014 | Mar. 13, 2015 | |
Business Acquisition [Line Items] | |||||||||||||||
Acquisition-related share-based awards acceleration expense | $2,648,000 | $0 | $0 | ||||||||||||
Amortization of developed technology | 9,800,000 | 0 | 0 | ||||||||||||
Acquisition related costs | 10,696,000 | 0 | 0 | ||||||||||||
Total revenue | 33,490,000 | 29,635,000 | 27,607,000 | 25,724,000 | 20,881,000 | 18,287,000 | 17,480,000 | 14,535,000 | 116,456,000 | 71,183,000 | 52,334,000 | ||||
DVS Sciences, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Contractual price for the acquisition | 207,500,000 | ||||||||||||||
Estimated purchase price consideration | 199,933,000 | ||||||||||||||
Acquisition-related share-based awards acceleration expense | 6,690,000 | [1] | |||||||||||||
Estimated fair value of vested Fluidigm equivalent stock options | 4,039,000 | [2] | |||||||||||||
Number of shares deposited into escrow to secure indemnification obligations (in shares) | 885 | ||||||||||||||
Fair value of shares deposited into escrow to secure indemnification obligations | 38,600,000 | ||||||||||||||
Percentage of shares issued in a business combination deposited in escrow to secure indemnification obligations | 50.30% | ||||||||||||||
Business combination, preliminary goodwill | 104,245,000 | ||||||||||||||
Adjustment to deferred taxes from acquisition | 100,000 | ||||||||||||||
Acquisition related costs | 10,700,000 | ||||||||||||||
Total revenue | 20,700,000 | ||||||||||||||
Stock options, restricted stock units and restricted stock awards | DVS Sciences, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Option to purchase shares of Fluidigm common stock in an acquisition (in shares) | 143 | ||||||||||||||
Option to purchase shares of Fluidigm common stock | 14,600,000 | ||||||||||||||
Estimated fair value of vested Fluidigm equivalent stock options | 4,000,000 | ||||||||||||||
Restricted Stock | DVS Sciences, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Option to purchase shares of Fluidigm common stock in an acquisition (in shares) | 186 | ||||||||||||||
Minimum | DVS Sciences, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Indemnification equity interest held in escrow periods (years) | 13 years | ||||||||||||||
Maximum | DVS Sciences, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Indemnification equity interest held in escrow periods (years) | 18 years | ||||||||||||||
Scenario, Forecast | DVS Sciences, Inc. | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Percentage of secured indemnification to be released | 50.00% | ||||||||||||||
Stock-based Compensation | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income (loss) impact related to non-recurring adjustments | 1,400,000 | 9,200,000 | |||||||||||||
Amortization of Intangible Assets | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income (loss) impact related to non-recurring adjustments | 1,400,000 | 11,200,000 | |||||||||||||
Interest Expense | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income (loss) impact related to non-recurring adjustments | 1,000,000 | 5,800,000 | |||||||||||||
Deferred Tax Liability | |||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||
Net income (loss) impact related to non-recurring adjustments | $371,000 | $3,000,000 | |||||||||||||
[1] | As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. | ||||||||||||||
[2] | In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. |
Acquisition_Schedule_of_Consid
Acquisition - Schedule of Consideration Transferred and Identifiable Assets and Liabilities (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 13, 2014 | ||
Business Combination, Consideration Transferred [Abstract] | |||||
Accelerated stock compensation | ($2,648,000) | $0 | $0 | ||
Recognized Assets [Abstract] | |||||
Goodwill | 104,108,000 | 0 | |||
DVS Sciences, Inc. | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued in business combination (in shares) | 1,759,007 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Cash | 126,048,000 | ||||
Issued 1,759,007 shares of Fluidigm common stock (2) | 76,805,000 | [1] | |||
Acquisition consideration paid at Acquisition Date | 202,853,000 | ||||
Accelerated stock compensation | -6,690,000 | [2] | |||
Estimated fair value of vested Fluidigm equivalent stock options | 4,039,000 | [1] | |||
Working capital adjustment | -269,000 | ||||
Aggregate purchase price | 199,933,000 | ||||
Recognized Assets [Abstract] | |||||
Cash and cash equivalents | 8,405,000 | ||||
Accounts receivable, net | 7,698,000 | ||||
Inventories | 3,489,000 | ||||
Prepaid expenses and other current assets | 1,482,000 | ||||
Property and equipment, net | 1,202,000 | ||||
Developed technology | 112,000,000 | ||||
Goodwill | 104,108,000 | ||||
Other non-current assets | 88,000 | ||||
Total assets acquired | 238,472,000 | ||||
Recognized Liabilities [Abstract] | |||||
Accounts payable | -1,114,000 | ||||
Accrued compensation and related benefits | -761,000 | ||||
Other accrued liabilities | -1,204,000 | ||||
Deferred revenue, current portion | -1,844,000 | ||||
Tax payable | -45,000 | ||||
Deferred tax liability | -31,942,000 | ||||
Deferred revenue, net of current portion | -1,629,000 | ||||
Net assets acquired | 199,933,000 | ||||
Restricted Stock | DVS Sciences, Inc. | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Option to purchase shares of Fluidigm common stock in an acquisition (in shares) | 186,000 | ||||
Stock options, restricted stock units and restricted stock awards | DVS Sciences, Inc. | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Estimated fair value of vested Fluidigm equivalent stock options | 4,000,000 | ||||
Option to purchase shares of Fluidigm common stock in an acquisition (in shares) | 143,000 | ||||
Option to purchase shares of Fluidigm common stock | $14,600,000 | ||||
[1] | In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. | ||||
[2] | As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. |
Acquisition_Acquired_Intangibl
Acquisition - Acquired Intangible Assets (Details) (USD $) | 12 Months Ended |
In Thousands, unless otherwise specified | Dec. 31, 2014 |
Business Acquisition [Line Items] | |
Net | $104,121 |
Developed Technology Rights | DVS Sciences, Inc. | |
Business Acquisition [Line Items] | |
Gross fair value | 112,000 |
Accumulated Amortization | -9,800 |
Net | $102,200 |
Useful life | 10 years |
Acquisition_Pro_forma_informat
Acquisition - Pro forma information (Details) (DVS Sciences, Inc., USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
DVS Sciences, Inc. | ||
Business Acquisition [Line Items] | ||
Pro forma total revenue | $120,245 | $98,459 |
Pro forma net loss | ($55,249) | ($37,906) |
Fair_Value_of_Financial_Instru2
Fair Value of Financial Instruments - Fair Value of Financial Instruments (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | $119,307 | $68,572 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 10,220 | 17,547 |
U.S. government and agency securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 109,087 | 51,025 |
Level I | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 10,220 | 17,547 |
Level I | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 10,220 | 17,547 |
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 | 109,087 | 51,025 |
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 | 109,087 | 51,025 |
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 |
Fair_Value_of_Financial_Instru3
Fair Value of Financial Instruments - Summary of Investments and Cash Equivalents (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Feb. 04, 2014 |
Investment | |||
Schedule of Available-for-sale Securities [Line Items] | |||
U.S. government and agency securities maturing within one year | $81,600,000 | ||
Number of investment in unrealized loss positions | 0 | ||
U.S. government and agency securities | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Amortized Cost | 109,136,000 | 51,012,000 | |
Gross Unrealized Gain | 3,000 | 17,000 | |
Gross Unrealized Loss | -52,000 | -4,000 | |
Estimated Fair Value | 109,087,000 | 51,025,000 | |
Convertible Debt | Senior Convertible Notes due 2034 | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Estimated fair value of Notes | 182,200,000 | ||
Interest rate on Notes (percent) | 2.75% | ||
Face amount of Notes | $201,300,000 |
Balance_Sheet_Data_Summary_of_
Balance Sheet Data - Summary of Cash and Cash Equivalents (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Dec. 31, 2011 |
In Thousands, unless otherwise specified | ||||
Balance Sheet Related Disclosures [Abstract] | ||||
Cash | $23,493 | $17,714 | ||
Money market funds | 10,220 | 17,547 | ||
Cash and cash equivalents | $33,713 | $35,261 | $58,649 | $13,553 |
Balance_Sheet_Data_Inventories
Balance Sheet Data - Inventories (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 |
In Thousands, unless otherwise specified | ||
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $4,670 | $2,650 |
Work-in-process | 3,524 | 1,627 |
Finished goods | 7,797 | 3,871 |
Total inventories, net | $15,991 | $8,148 |
Balance_Sheet_Data_Property_an
Balance Sheet Data - Property and Equipment (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $28,289 | $19,007 | |
Less accumulated depreciation and amortization | -16,360 | -14,470 | |
Construction-in-progress | 1,960 | 2,281 | |
Property and equipment, net | 13,889 | 6,818 | 4,974 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 3,905 | 2,728 | |
Laboratory and manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 17,592 | 13,972 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 4,988 | 1,485 | |
Office furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $1,804 | $822 |
Balance_Sheet_Data_Estimated_F
Balance Sheet Data - Estimated Future Amortization Expense (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Balance Sheet Related Disclosures [Abstract] | |
2015 | $11,747 |
2016 | 11,496 |
2017 | 11,481 |
2018 | 11,417 |
2019 | 11,326 |
Thereafter | 46,654 |
Net | $104,121 |
Balance_Sheet_Data_Warranty_Ac
Balance Sheet Data - Warranty Accrual (Details) (USD $) | 12 Months Ended | |
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $344 | $257 |
Acquired warranty obligation from DVS | 791 | 0 |
Accrual for current period warranties | 1,298 | 648 |
Warranty costs incurred | -1,255 | -561 |
Ending balance | $1,178 | $344 |
Convertible_Notes_Details
Convertible Notes (Details) (USD $) | 12 Months Ended | 0 Months Ended | |||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Feb. 04, 2014 | Feb. 13, 2014 | |
Debt Instrument [Line Items] | |||||
Common stock, par value | $0.00 | $0.00 | $0.00 | ||
Proceeds from issuance of convertible notes, net | $195,213,000 | $0 | $0 | ||
Acquisition, net of cash acquired | 113,190,000 | 0 | 0 | ||
Interest expense | -5,344,000 | -14,000 | -628,000 | ||
Cash paid for interest | 2,750,000 | 7,000 | 579,000 | ||
Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Face amount of Notes | 201,300,000 | ||||
Interest rate on Notes (percent) | 2.75% | ||||
Initial conversion rate of Notes | 17.875 | ||||
Principal amount of notes | 1,000 | ||||
Initial conversion price of stock | $55.94 | ||||
Debt instrument redemption price when undergo fundamental change (in percent) | 100.00% | ||||
Proceeds from issuance of convertible notes, net | 195,200,000 | ||||
Debt offering-related expenses | 1,100,000 | ||||
Underwriting Discount | 6,000,000 | ||||
Interest expense | -5,300,000 | ||||
Cash paid for interest | 2,700,000 | ||||
Unamortized debt discount and debt issuance costs | 6,800,000 | ||||
February 6, 2018 - February 6, 2021 | Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price (in percent) | 130.00% | ||||
On or after February 6, 2021 | Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redemption price (in percent) | 100.00% | ||||
February 5, 2021, February 6, 2024, and February 6, 2029 | Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redemption price (in percent) | 100.00% | ||||
DVS Sciences, Inc. | |||||
Debt Instrument [Line Items] | |||||
Cash payment in a business combination, Gross | 126,048,000 | ||||
Convertible Notes Payable | Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Unamortized debt discount | 5,800,000 | ||||
Other Assets | Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Debt issuance costs | $1,000,000 |
Line_of_Credit_Details
Line of Credit (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Line of Credit Facility [Line Items] | |||
Maximum ability to borrow under Line of Credit | $10,000,000 | ||
Interest rate, first among the two described rate | 3.75% | ||
Maximum tangible net worth deficit | 100,000,000 | ||
Line of credit outstanding | 0 | 0 | 0 |
Non Formula Basis Availability | |||
Line of Credit Facility [Line Items] | |||
Maximum ability to borrow under Line of Credit | 6,000,000 | ||
Eligible Receivables Basis Availability | |||
Line of Credit Facility [Line Items] | |||
Maximum ability to borrow under Line of Credit | $4,000,000 | ||
Prime Rate | |||
Line of Credit Facility [Line Items] | |||
Additional interest rate | 0.50% |
Commitments_and_Contingencies_1
Commitments and Contingencies (Details) (USD $) | 12 Months Ended | 1 Months Ended | 0 Months Ended | |||||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Sep. 30, 2013 | Apr. 09, 2013 | Jun. 04, 2014 | Sep. 15, 2014 | Oct. 14, 2013 | Feb. 13, 2014 | Jun. 30, 2014 | |
sqft | sqft | |||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Total minimum payments | $17,068,000 | |||||||||
Rental expense under operating leases, net of amortization of lease incentive | 4,000,000 | 2,700,000 | 1,900,000 | |||||||
Purchase commitment due in the next year | 9,100,000 | |||||||||
Life Technologies | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Obligated payment to be made in a paten cross license agreement | 1,000,000 | |||||||||
NanoString | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Gain on litigation settlement with NanoString | 600,000 | |||||||||
Operating Lease, Amendment 2013 | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Lease expiration date | 30-Apr-20 | |||||||||
Renewal terms on operating leases | 5 years | |||||||||
Allowance for tenant improvements | 700,000 | |||||||||
Additional tenant improvement allowance | 500,000 | |||||||||
Effective interest of facility leases (in percent) | 9.00% | |||||||||
Operating Lease, Amendment June 2014 | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Allowance for tenant improvements | 200,000 | |||||||||
Additional tenant improvement allowance | 100,000 | |||||||||
Effective interest of facility leases (in percent) | 9.00% | |||||||||
Total minimum payments | 2,400,000 | |||||||||
Area of property expansion | 13,000 | |||||||||
Operating Lease, Amendment September 2014 | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Allowance for tenant improvements | 200,000 | |||||||||
Total minimum payments | 1,600,000 | |||||||||
Area of property expansion | 9,000 | |||||||||
Singapore Operating Lease, June 2014 | Singapore | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Renewal terms on operating leases | 60 months | |||||||||
Total minimum payments | 4,100,000 | |||||||||
Area of property expansion | 2,400 | |||||||||
Operating leases, term of contract | 99 months | |||||||||
DVS Sciences, Inc. | Operating Lease, Markham Lease | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Renewal terms on operating leases | 5 years | |||||||||
DVS Sciences, Inc. | Operating Lease, Sunnyvale and Markham | ||||||||||
Commitments and Contingencies Disclosure [Line Items] | ||||||||||
Total minimum payments | $460,000 |
Commitments_and_Contingencies_2
Commitments and Contingencies Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) (USD $) | Dec. 31, 2014 |
In Thousands, unless otherwise specified | |
Commitments and Contingencies Disclosure [Abstract] | |
2015 | $3,146 |
2016 | 3,016 |
2017 | 2,871 |
2018 | 2,899 |
2019 | 2,965 |
Thereafter | 2,171 |
Total minimum payments | $17,068 |
StockBased_Compensation_Detail
Stock-Based Compensation (Details) (USD $) | 12 Months Ended | 1 Months Ended | |||||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | Jan. 28, 2011 | Mar. 31, 2011 | Jan. 31, 2011 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Weighted-average remaining contractual life, Vested | 7 years | ||||||
Weighted-average exercise price per share, Vested (USD per share) | $14.14 | ||||||
Aggregate intrinsic value, Vested | $41,567,000 | [1] | |||||
Total intrinsic value of options exercised | 12,800,000 | 20,800,000 | 5,500,000 | ||||
Stock price on the last trading day of 2014 (USD per share) | $33.73 | ||||||
Stock-based compensation tax benefits recognized during period | 0 | 0 | 0 | ||||
Total unrecognized compensation cost related to stock-based compensation arrangements | 29,800,000 | ||||||
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | 2 years 9 months 18 days | ||||||
Restricted Stock Units (RSUs) | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Award vesting period | 4 years | ||||||
Vesting restrictions in year one (in shares) | 0 | ||||||
Remaining vesting period over 12 quarters | 3 years | ||||||
Aggregate intrinsic value of vested RSUs | 1,400,000 | ||||||
Number of RSUs outstanding and expected to vest (in shares) | 328,556 | 0 | |||||
Aggregate intrinsic value of RSUs shares outstanding | 11,100,000 | ||||||
Stock price on the last trading day of 2014 (USD per share) | $33.73 | ||||||
RSUs granted | 394,556 | ||||||
2011 Equity Incentive Plan | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Rate at which outstanding options vest on the first anniversary of the option grant date (percent) | 25.00% | ||||||
Awards authorized for issuance (in shares) | 4,319,443 | ||||||
2011 Equity Incentive Plan | Vesting Scenario One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option grants exercise price minimum percentage on fair market value (percent) | 100.00% | ||||||
2011 Equity Incentive Plan | Vesting Scenario One | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, expiration period | 10 years | ||||||
2011 Equity Incentive Plan | Vesting Scenario Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Stock option grants exercise price minimum percentage on fair market value (percent) | 110.00% | ||||||
Percentage of voting power which impacts the term of equity incentive plan (percent) | 10.00% | ||||||
2011 Equity Incentive Plan | Vesting Scenario Two | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, expiration period | 5 years | ||||||
2011 Equity Incentive Plan | Stock Options, Vesting One | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of months over which options vest ratably | 36 months | ||||||
2011 Equity Incentive Plan | Stock Options, Vesting Two | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Number of months over which options vest ratably | 48 months | ||||||
2011 Equity Incentive Plan | Stock Appreciation Rights (SARs) | Maximum | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
Share-based compensation, expiration period | 10 years | ||||||
Exercise price as percentage of estimated fair value of the underlying common stock on the date of grant (in percent) | 100.00% | ||||||
2010 Performance Award | Performance Shares | |||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||
RSUs granted | 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 | $0 | $8,000 | $20,000 | ||||
[1] | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2014, which was $33.73, and the exercise price of the options, multiplied by the number of in-the-money options. |
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, 2014 |
Shares Available for Grant | |
Beginning Balance | 262 |
Additional shares authorized | 1,000 |
Options granted | -457 |
Options exercised | 0 |
Options canceled | 84 |
Ending Balance | 889 |
Number of Shares | |
Beginning Balance | 3,432 |
Additional shares authorized | 0 |
Options granted | 457 |
Options assumed from acquisition | 143 |
Option exercised | -541 |
Options canceled | -84 |
Ending Balance | 3,407 |
Weighted-Average Exercise Price per Share | |
Beginning Balance (USD per share) | $13.99 |
Options granted (USD per share) | $43.09 |
Options assumed from acquisition (USD per share) | $2.75 |
Options exercised (USD per share) | $9.73 |
Options canceled (USD per share) | $18.74 |
Ending Balance (USD per share) | $17.98 |
StockBased_Compensation_Restri
Stock-Based Compensation - Restricted Stock Units (Details) (Restricted Stock Units (RSUs), USD $) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Restricted Stock Units (RSUs) | ||
Number Nonvested and Outstanding | ||
Balance as of December 31, 2013 | 0 | |
RSUs granted | 394,556 | |
RSUs vested | -50,000 | |
RSUs canceled | -16,000 | |
Weighted-Average Grant date fair value per Share | 328,556 | 0 |
Weighted-Average Grant date fair value per Share | ||
Balance as of December 31, 2013 | $0 | |
RSUs granted | $42.49 | |
RSUs vested | $47.22 | |
RSUs canceled | $45.98 | |
Balance as of December 31, 2014 | $41.60 | $0 |
StockBased_Compensation_Weight
Stock-Based Compensation - Weighted-average Assumptions (Details) (USD $) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility | 57.50% | 57.10% | 57.60% |
Expected life | 5 years 10 months 24 days | 5 years 10 months 12 days | 5 years 10 months 12 days |
Risk-free interest rate | 1.50% | 1.20% | 1.10% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average fair value of options granted (USD per share) | $9.80 | $9.62 | $7.90 |
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, 2014 |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options Outstanding, Number of Shares | 3,407 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 7 years 6 months 0 days |
Options Exercisable | 2,075 |
Range One | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 0.64 |
Exercise Price Per Share, Upper Limit | 4.45 |
Options Outstanding, Number of Shares | 375 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 5 years 4 months 24 days |
Options Exercisable | 353 |
Range Two | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 8.36 |
Exercise Price Per Share, Upper Limit | 8.37 |
Options Outstanding, Number of Shares | 193 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 6 years 0 months 0 days |
Options Exercisable | 189 |
Range Three | |
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 | 14.9 |
Options Outstanding, Number of Shares | 857 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 6 years 10 months 24 days |
Options Exercisable | 657 |
Range Four | |
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 | 19.32 |
Options Outstanding, Number of Shares | 1,477 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 7 years 10 months 24 days |
Options Exercisable | 766 |
Range Five | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 20.46 |
Exercise Price Per Share, Upper Limit | 21.94 |
Options Outstanding, Number of Shares | 11 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 8 years 8 months 12 days |
Options Exercisable | 4 |
Range Six | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 27 |
Exercise Price Per Share, Upper Limit | 29.87 |
Options Outstanding, Number of Shares | 96 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 9 years 6 months 0 days |
Options Exercisable | 29 |
Range Seven | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 30.58 |
Exercise Price Per Share, Upper Limit | 33.73 |
Options Outstanding, Number of Shares | 26 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 9 years 2 months 12 days |
Options Exercisable | 7 |
Range Eight | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 37.56 |
Exercise Price Per Share, Upper Limit | 38.28 |
Options Outstanding, Number of Shares | 19 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 9 years 1 month 6 days |
Options Exercisable | 4 |
Range Nine | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 43.66 |
Exercise Price Per Share, Upper Limit | 44.07 |
Options Outstanding, Number of Shares | 7 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 9 years 1 month 6 days |
Options Exercisable | 1 |
Range Ten | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise Price Per Share, Lower Limit | 46.85 |
Exercise Price Per Share, Upper Limit | 47.55 |
Options Outstanding, Number of Shares | 346 |
Options Outstanding, Weighted-Average Remaining Contractual Life (In Years) | 9 years 2 months 12 days |
Options Exercisable | 65 |
StockBased_Compensation_Summar
Stock-Based Compensation - Summary of Options Outstanding that have Vested or are Expected to Vest (Details) (USD $) | 12 Months Ended | |
In Thousands, except Per Share data, unless otherwise specified | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares, Vested | 2,075 | |
Number of shares, Expected to vest, net of forfeitures | 1,303 | |
Number of shares, Total vested and expected to vest, net of forfeitures | 3,378 | |
Weighted-average exercise price per share, Vested (USD per share) | $14.14 | |
Weighted-average exercise price per share, Expected to vest, net of forfeitures (USD per share) | $23.96 | |
Weighted-average exercise price per share, Total vested and expected to vest, net of forfeitures (USD per share) | $17.93 | |
Weighted-average remaining contractual life, Vested | 7 years | |
Weighted-average remaining contractual life, Expected to vest, net of forfeitures | 8 years 2 months | |
Weighted-average remaining contractual life, Total vested and expected to vest, net of forfeitures | 7 years 6 months | |
Aggregate intrinsic value, Vested | $41,567 | [1] |
Aggregate intrinsic value, Expected to vest, net of forfeitures | 16,650 | [1] |
Aggregate intrinsic value, Total vested and expected to vest, net of forfeitures | $58,217 | [1] |
Stock price on the last trading day of 2014 (USD per share) | $33.73 | |
[1] | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2014, which was $33.73, 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, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||
Increase in valuation allowance | ($13,900,000) | ($5,700,000) |
Income tax benefit recognized from intangible assets acquired | 2,000,000 | |
Net operating loss carryforwards | 90,250,000 | 82,230,000 |
Tax credit offsetting valuation allowance in the current year | 1,100,000 | |
Undistributed earnings of foreign subsidiaries | 800,000 | |
Impact on current tax if foreign earnings were repatriated | 30,000 | |
Unrecognized tax benefits that would impact effective tax rate | 0 | |
Domestic Tax Authority | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 266,700,000 | |
Reduction in net operating losses | 1,200,000 | |
Domestic Tax Authority | Research and Development Expense | ||
Income Taxes [Line Items] | ||
Tax credit carryforward | 6,700,000 | |
State and Local Jurisdiction | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | 184,100,000 | |
Reduction in net operating losses | 700,000 | |
State and Local Jurisdiction | Research and Development Expense | ||
Income Taxes [Line Items] | ||
Tax credit carryforward | 7,400,000 | |
Foreign Tax Authority | ||
Income Taxes [Line Items] | ||
Net operating loss carryforwards | $3,300,000 |
Income_Taxes_Loss_Before_Incom
Income Taxes - Loss Before Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Domestic | ($41,559) | ($16,205) | ($18,017) |
International | -16,146 | -184 | -871 |
Loss before income taxes | ($57,705) | ($16,389) | ($18,888) |
Income_Taxes_Components_of_Pro
Income Taxes - Components of Provision for Income Taxes (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Current | |||
State | ($20) | ($24) | ($12) |
Foreign | -254 | -113 | -124 |
Total provision for income taxes | -274 | -137 | -136 |
Deferred: | |||
State | 2,042 | 0 | 0 |
Foreign | 3,107 | 0 | 0 |
Total deferred benefit | 5,149 | 0 | 0 |
Total benefit (provision) for income taxes | $4,875 | ($137) | ($136) |
Income_Taxes_Reconciliation_of
Income Taxes - Reconciliation of Income Taxes at Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | 34.00% | 34.00% | 34.00% |
State tax expense, net of federal benefit | -1.50% | 5.60% | -1.70% |
Foreign tax expense | -3.70% | -3.30% | -0.30% |
Change in valuation allowance | -21.10% | -34.60% | -28.00% |
Federal R&D Credit | 2.70% | 6.90% | 0.00% |
Unrecognized tax benefit | -0.70% | -4.50% | -3.40% |
Return to provision reconciliation | 0.00% | -2.80% | 0.30% |
Other, net | -1.20% | -2.10% | -1.60% |
Effective tax rate | 8.50% | -0.80% | -0.70% |
Income_Taxes_Components_of_Def
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Income Tax Disclosure [Abstract] | |||
Income Tax Expense (Benefit) | ($4,875) | $137 | $136 |
Deferred tax assets: | |||
Net operating loss carryforwards | 90,250 | 82,230 | |
Reserves and accruals | 4,132 | 2,467 | |
Depreciation and amortization | 231 | 283 | |
Tax credit carryforwards | 10,181 | 7,898 | |
Stock-based compensation | 7,866 | 3,397 | |
Total deferred tax assets | 112,660 | 96,275 | |
Valuation allowance | -110,167 | -96,275 | |
Net deferred tax assets | 2,493 | 0 | |
Deferred Tax Liabilities, Gross [Abstract] | |||
Fixed asset and intangibles | -28,612 | 0 | |
Total deferred tax liabilities | -28,612 | 0 | |
Net deferred tax liability | ($26,119) | $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, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $6,848 | $6,351 | $5,448 |
Increases in balances related to tax positions taken during current period | 832 | 1,044 | 903 |
Decreases in balances related to tax positions taken during prior period | -8 | -547 | |
Ending Balance | $7,672 | $6,848 | $6,351 |
Employee_Benefit_Plans_Details
Employee Benefit Plans (Details) (Maximum) | 12 Months Ended |
Dec. 31, 2014 | |
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, 2014 | |
Segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 1 |
Information_About_Geographic_A3
Information About Geographic Areas - Product Revenue by Geography (Details) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $115,915 | $70,198 | $51,488 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 59,133 | 36,308 | 27,325 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 33,045 | 18,472 | 13,086 |
Asia-Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 12,878 | 6,564 | 6,321 |
Japan | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 6,932 | 6,639 | 3,840 |
Asia-Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $3,927 | $2,215 | $916 |
Information_About_Geographic_A4
Information About Geographic Areas - Long-lived Assets by Geographic Areas (Details) (USD $) | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
In Thousands, unless otherwise specified | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | $13,889 | $6,818 | $4,974 |
United States | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | 5,317 | 2,967 | 1,968 |
Singapore | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | 7,624 | 3,741 | 2,961 |
Canada | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | 837 | 0 | 0 |
Europe | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | 75 | 64 | 27 |
Japan | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | 22 | 32 | 18 |
Asia-Pacific | |||
Segment Reporting Information [Line Items] | |||
Total property and equipment, net | $14 | $14 | $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, 2014 | Sep. 30, 2014 | Jun. 30, 2014 | Mar. 31, 2014 | Dec. 31, 2013 | Sep. 30, 2013 | Jun. 30, 2013 | Mar. 31, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $33,490 | $29,635 | $27,607 | $25,724 | $20,881 | $18,287 | $17,480 | $14,535 | $116,456 | $71,183 | $52,334 |
Net loss | ($10,944) | ($13,790) | ($12,682) | ($15,414) | ($4,643) | ($4,286) | ($4,046) | ($3,551) | |||
Net loss per share, basic and diluted (USD per share) | ($0.39) | ($0.49) | ($0.45) | ($0.57) | ($0.18) | ($0.17) | ($0.16) | ($0.14) | ($1.90) | ($0.65) | ($0.86) |
Recovered_Sheet1
Schedule II-Valuation And Qualifying Account And Reserve (Detail) (USD $) | 12 Months Ended | ||
In Thousands, unless otherwise specified | Dec. 31, 2014 | Dec. 31, 2013 | Dec. 31, 2012 |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | $36 | $448 | $366 |
Additions/Charged to Expense | 103 | 4 | 97 |
Deductions | -19 | -416 | -15 |
Balance at End of Period | $120 | $36 | $448 |