Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2016 | Jul. 29, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | FLDM | |
Entity Registrant Name | FLUIDIGM CORP | |
Entity Central Index Key | 1,162,194 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding (shares) | 29,036,525 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 35,898 | $ 29,117 |
Short-term investments | 50,512 | 65,855 |
Accounts receivable (net of allowances of $508 at June 30, 2016 and $103 at December 31, 2015) | 18,885 | 25,457 |
Inventories | 18,180 | 17,924 |
Prepaid expenses and other current assets | 3,569 | 5,742 |
Total current assets | 127,044 | 144,095 |
Long-term investments | 0 | 6,493 |
Property and equipment, net | 16,816 | 15,258 |
Other non-current assets | 8,621 | 9,048 |
Developed technology, net | 85,445 | 91,048 |
Goodwill | 104,108 | 104,108 |
Total assets | 342,034 | 370,050 |
Current liabilities: | ||
Accounts payable | 5,830 | 6,094 |
Accrued compensation and related benefits | 3,335 | 3,553 |
Other accrued liabilities | 14,122 | 11,015 |
Deferred revenue, current portion | 9,028 | 9,419 |
Total current liabilities | 32,315 | 30,081 |
Convertible notes, net | 194,811 | 194,673 |
Deferred tax liability, net | 21,606 | 23,595 |
Deferred revenue, net of current portion | 5,243 | 4,398 |
Other non-current liabilities | 3,795 | 2,402 |
Total liabilities | 257,770 | 255,149 |
Commitments and contingencies (see Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at June 30, 2016 and December 31, 2015 | 0 | 0 |
Common stock, $0.001 par value, 200,000 shares authorized at June 30, 2016 and December 31, 2015; 29,037 and 28,844 shares issued and outstanding as of June 30, 2016 and December 31, 2015, respectively | 29 | 29 |
Additional paid-in capital | 487,086 | 479,508 |
Accumulated other comprehensive loss | (858) | (1,144) |
Accumulated deficit | (401,993) | (363,492) |
Total stockholders’ equity | 84,264 | 114,901 |
Total liabilities and stockholders’ equity | $ 342,034 | $ 370,050 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 508 | $ 103 |
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 29,037,000 | 28,844,000 |
Common stock, shares outstanding (shares) | 29,037,000 | 28,844,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Revenue: | ||||
Product revenue | $ 24,733 | $ 25,654 | $ 50,103 | $ 49,648 |
Service revenue | 3,389 | 2,904 | 6,933 | 5,556 |
License and grant revenue | 46 | 60 | 135 | 143 |
Total revenue | 28,168 | 28,618 | 57,171 | 55,347 |
Costs and expenses: | ||||
Cost of product revenue | 11,239 | 11,156 | 22,026 | 21,049 |
Cost of service revenue | 1,248 | 809 | 2,446 | 1,562 |
Research and development | 9,978 | 10,090 | 20,390 | 20,080 |
Selling, general and administrative | 23,845 | 21,222 | 49,320 | 41,316 |
Total costs and expenses | 46,310 | 43,277 | 94,182 | 84,007 |
Loss from operations | (18,142) | (14,659) | (37,011) | (28,660) |
Interest expense | (1,453) | (1,451) | (2,906) | (2,904) |
Other (expense) income, net | (44) | 608 | (368) | (512) |
Loss before income taxes | (19,639) | (15,502) | (40,285) | (32,076) |
Benefit from income taxes | 1,022 | 266 | 1,784 | 909 |
Net loss | $ (18,617) | $ (15,236) | $ (38,501) | $ (31,167) |
Net loss per share, basic and diluted (usd per share) | $ (0.64) | $ (0.53) | $ (1.33) | $ (1.09) |
Shares used in computing net loss per share, basic and diluted (shares) | 28,944 | 28,803 | 28,904 | 28,636 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss Statement - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (18,617) | $ (15,236) | $ (38,501) | $ (31,167) |
Other comprehensive income (loss), net of tax | ||||
Unrealized gain on securities | 23 | 20 | 104 | 75 |
Foreign currency translation adjustment | 4 | (117) | 182 | 22 |
Other comprehensive income (loss), net of tax | 27 | (97) | 286 | 97 |
Total comprehensive loss | $ (18,590) | $ (15,333) | $ (38,215) | $ (31,070) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2016 | Jun. 30, 2015 | |
Operating activities | ||
Net loss | $ (38,501) | $ (31,167) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 3,245 | 2,779 |
Stock-based compensation expense | 7,447 | 8,706 |
Amortization of developed technology | 5,600 | 5,600 |
Other non-cash items | 554 | 230 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 6,011 | 843 |
Inventories | (860) | (3,147) |
Prepaid expenses and other current assets | (171) | (584) |
Other non-current assets | (133) | (163) |
Accounts payable | (980) | 451 |
Deferred revenue | 416 | 1,285 |
Other current liabilities | 2,824 | (999) |
Other non-current liabilities | (598) | (1,463) |
Net cash used in operating activities | (15,146) | (17,629) |
Investing activities | ||
Purchases of investments | (34,559) | (33,731) |
Proceeds from sales and maturities of investments | 56,387 | 39,376 |
Proceeds from sale of investment in Verinata | 2,330 | 0 |
Purchase of intangible assets | 0 | (120) |
Purchases of property and equipment | (2,662) | (2,310) |
Net cash provided by investing activities | 21,496 | 3,215 |
Financing activities | ||
Proceeds from exercise of stock options, net of taxes paid | 134 | 5,128 |
Net cash provided by financing activities | 134 | 5,128 |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | 297 | (682) |
Net increase in cash and cash equivalents | 6,781 | (9,968) |
Cash and cash equivalents at beginning of period | 29,117 | 33,713 |
Cash and cash equivalents at end of period | $ 35,898 | $ 23,745 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2016 | |
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. Our customers include those both in research and applied markets. Research customers are predominantly academic institutions, while our applied customers include clinical laboratories, biopharmaceutical, agricultural biotechnology (Ag-Bio) companies, and contract research organizations. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and following the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2015 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as our annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of our financial information. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any other future year. All intercompany accounts and transactions have been eliminated upon consolidation. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, including critical accounting policies or estimates related to revenue recognition, income tax provisions, stock-based compensation, inventory valuation, allowances for doubtful accounts, and useful lives of long-lived assets. We base our estimates on historical experience and on various relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the accompanying notes in Item 8 of Part II, "Financial Statements and Supplementary Data," for the year ended December 31, 2015 included in our Annual Report on Form 10-K. Prior Period Reclassifications Prior period amounts, which do not affect total revenue, total costs and expenses, loss from operations or net loss, were reclassified to conform to the current period presentation as follows: • unamortized debt issuance costs of $1.0 million as of December 31, 2015 from other non-current assets to a reduction of Convertible Notes, net on the condensed consolidated balance sheets; • service revenue and cost of service revenue are excluded from total product revenue and total cost of product revenue, as previously reported; • revenue by geography includes license and grant revenue; and • revenue by geography generated in Japan is included in revenue generated in Asia-Pacific. 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 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 computation of diluted net loss per share for the interim periods presented because they would have been anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options, restricted stock units and performance awards 4,835 3,814 4,835 3,814 Convertible notes 3,598 3,598 3,598 3,598 Total 8,433 7,412 8,433 7,412 Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, 2016 are summarized as follows (in thousands): Net Unrealized Gain (Loss) on Securities Foreign Currency Translation Adjustment Other Comprehensive Loss Balance at December 31, 2015 $ (72 ) $ (1,072 ) $ (1,144 ) Other comprehensive income 81 178 259 Balance at March 31, 2016 $ 9 $ (894 ) $ (885 ) Other comprehensive income 23 4 27 Balance at June 30, 2016 $ 32 $ (890 ) $ (858 ) Investment, at cost In February 2013, Illumina, Inc. acquired Verinata Health, Inc. (Verinata), a privately-held company, for $350 million in cash and up to an additional $100 million in milestone payments through December 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 the third quarter of 2014, we received cash proceeds of $0.3 million from the escrow account related to the acquisition. We recorded these amounts as "Gain from sale of investment in Verinata" in the consolidated statements of operations for the year ended December 31, 2014. The final milestones related to the sale of Verinata to Illumina were met in December 2015 and, accordingly, we recorded our share of these milestone payment obligations in the amount of $2.3 million in Gain from sale of investment in Verinata in the consolidated statement of operations for the year ended December 31, 2015. In January 2016, we received the payment of $2.3 million and it was recorded in net cash provided by investing activities in the condensed consolidated statement of cash flows. Business Combinations Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value 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 also 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 value of the reporting unit exceeds 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 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. Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) and Accounting Standards Codifications (ASC) issued by the Financial Accounting Standards Board (FASB) during the six months ended June 30, 2016 that are of significance or potential significance to us. In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606 Revenue from Contracts with Customers. ASU 2014-09 provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In May 2016, the FASB issued ASU 2016-12, which provided narrow scope improvements and practical expedients related to FASB ASU 2014-09, Revenue from Contracts with Customers. The improvements address completed contracts and contract modifications at transition, noncash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectibility when determining whether a transaction represents a valid contract. On July 7, 2015, the FASB amended ASU 2014-09 to defer the effective date by one year with early adoption permitted as of the original effective date. ASU 2014-09 and ASU 2016-12 will be effective for our fiscal year beginning January 1, 2018 unless we elect the earlier date of January 1, 2017. We are currently evaluating the accounting, transition, and disclosure requirements of these standards. We cannot currently estimate the financial statement impact of adoption. In April 2015, the FASB issued ASU-2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This guidance is intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We applied this guidance in ASU 2015-03 in our financial statements commencing in the first quarter of 2016. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 will be effective for our fiscal year beginning January 1, 2017. We are currently evaluating the accounting and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. In November 2015, the FASB issued ASU 2015-17 ASC 740, Income Taxes, Balance Sheet Classification of Deferred Taxes, effective for annual periods beginning after December 15, 2016. The amendments in this update require that in a classified statement of financial position, an entity shall classify deferred tax liabilities and assets as non-current, and an entity shall not offset deferred tax liabilities and assets attributable to different tax-paying components of the entity or to different tax jurisdictions. We currently are evaluating the adoption of the provisions of ASU 2015-17 and cannot currently estimate the financial statement impact of adoption. In February 2016, the FASB issued ASU 2016-02 Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. ASU 2016-02 will be effective for our fiscal year beginning January 1, 2019 and early adoption is permitted. We are currently evaluating the accounting, transition, and disclosure requirements of the standard. We have not yet determined whether we will elect early adoption of the standard and cannot currently estimate the financial statement impact of adoption. In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows employee taxes paid when an employer withholds shares for tax-withholding purposes. ASU 2016-09 will be effective for our fiscal year beginning January 1, 2017. We are currently evaluating the accounting and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2016 | |
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. In February 2014, 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. The balance of unamortized debt discount and debt issuance costs of $6.5 million was included in convertible notes, net as of June 30, 2016 on the accompanying condensed consolidated balance sheet. In February 2014, 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 Sciences, Inc. (now Fluidigm Sciences Inc.) (See Note 4). Interest expense related to the Notes was approximately $1.5 million and $2.9 million for the three and six months ended June 30, 2016 , respectively. Interest expense related to the Notes was $1.5 million and $2.9 million for the three and six months ended June 30, 2015, respectively. Approximately $2.8 million of accrued interest under the Notes became due and was paid during the six months ended June 30, 2016 . |
Acquisition
Acquisition | 6 Months Ended |
Jun. 30, 2016 | |
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. The contractual price for the acquisition was $207.5 million , subject to certain adjustments as specified in the merger agreement. The measurement period for the acquisition ended on February 12, 2015. The final aggregate purchase price was determined to be $199.9 million , as detailed in the table below (in thousands): Purchase Consideration 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. (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. 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 was 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 (Escrowed Shares). The Escrowed Shares comprised a portion of the merger consideration and were being held in escrow to secure indemnification obligations under the merger agreement. Under the terms of the merger agreement, fifty percent ( 50.0% ) of the aggregate shares subject to the indemnification escrow were eligible for release on March 13, 2015 (Initial Release Date), and the balance of the shares were eligible for release on August 13, 2015, provided that in each case shares would have continued to be held in escrow in amounts that we reasonably determined in good faith to be necessary to satisfy any claims for which we had delivered a notice of claim which had not been fully resolved between us and the representative of the former stockholders of DVS (Stockholder Representative). Prior to the Initial Release Date, we submitted escrow claim notices under the terms of the merger agreement. On April 9, 2015, the Stockholder Representative provided notices objecting to our claims. In July 2015, we entered into a settlement agreement with the Stockholder Representative regarding the claims (Settlement Agreement). Pursuant to the terms of the Settlement Agreement, the parties agreed to release approximately 80% of the Escrowed Shares to the former stockholders of DVS, and the remaining approximately 20% of the Escrowed Shares, or 170,107 shares, to us, which were canceled and returned to the status of authorized and unissued shares. Additionally, the parties agreed to, among other things, release various claims and waive certain rights with respect to the merger agreement. On the settlement date, the 170,107 shares had a value of approximately $4.0 million , which was recorded as gain on escrow settlement during the quarter ended September 30, 2015. 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 June 30, 2016 (in thousands, except years: Gross fair value Accumulated Amortization Net Useful Life (years) Developed technology $ 112,000 $ (26,600 ) $ 85,400 10 We recognized $2.8 million and $5.6 million in intangible assets amortization expense during the three and six months ended June 30, 2016 , respectively, and $2.8 million and $5.6 million during the three and six months ended June 30, 2015 , respectively. Intangible asset amortization expense is recorded in cost of product revenue. The $104.1 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 deductible for income tax purposes. There were no changes in goodwill between December 31, 2015 and June 30, 2016 . |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended |
Jun. 30, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Inventories Inventories consist of the following (in thousands): June 30, 2016 December 31, 2015 Raw materials $ 7,759 $ 6,829 Work-in-process 2,144 2,442 Finished goods 8,277 8,653 Total inventories, net $ 18,180 $ 17,924 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, 2016 December 31, 2015 Computer equipment and software $ 5,354 $ 5,048 Laboratory and manufacturing equipment 23,110 21,783 Leasehold improvements 7,591 5,875 Office furniture and fixtures 1,724 1,584 37,779 34,290 Less accumulated depreciation and amortization (21,893 ) (19,618 ) Construction-in-progress 930 586 Property and equipment, net $ 16,816 $ 15,258 Intangible Assets The total intangible assets, which include developed technology, net as a result of the DVS acquisition and other intangible assets included in other non-current assets, was $92.7 million as of June 30, 2016 . The estimated future amortization expense of intangible assets as of June 30, 2016 is as follows (in thousands): Amount 2016 (remainder of the year) $ 6,203 2017 12,391 2018 12,326 2019 12,235 2020 12,234 Thereafter 37,310 $ 92,699 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As a basis for determining fair value for our financial instruments, 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. Our Level I financial instruments include money market funds because they are valued using quoted market prices. Our Level II financial instruments include U.S. government and agency securities because their value is based on valuations using significant inputs derived from or corroborated by observable market data. Depending on the security, the income and market approaches are used in the model driven valuations. Inputs of these models include recently executed transaction prices in securities of the issuer or comparable issuers and yield curves. The following table sets forth our financial instruments that were measured at fair value by level within the fair value hierarchy (in thousands): June 30, 2016 December 31, 2015 Level I Level II Level III Total Level I Level II Level III Total Assets Money market funds $ 11,507 $ 11,507 $ 11,228 $ — $ — $ 11,228 U.S. government and agency securities 59,261 59,261 — 72,348 — 72,348 Total assets measured at fair value $ 11,507 $ 59,261 $ — $ 70,768 $ 11,228 $ 72,348 $ — $ 83,576 There were no transfers in and out of Level I and Level II fair value measurement categories during the six months ended June 30, 2016 and 2015, and there were no changes in the valuation techniques used. June 30, 2016 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value U.S. government and agency securities - cash equivalents $ 8,748 $ 1 — $ 8,749 U.S. government and agency securities - short-term investments 50,481 31 — 50,512 Total $ 59,229 $ 32 $ — $ 59,261 December 31, 2015 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value U.S. government and agency securities - short-term investments $ 72,420 $ — $ (72 ) $ 72,348 The contractual maturity dates of $8.7 million of the U.S. government and agency securities are within 90 days from June 30, 2016 . The contractual maturity dates of $50.5 million of our investments are within one year from June 30, 2016 . We hold available-for-sale securities. Based on an evaluation of securities that were in a loss position, we did not recognize any other-than-temporary impairment charges for the six months ended June 30, 2016 and 2015. None of these securities 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 Notes is based on a market approach. The estimated fair value was approximately $ 114.7 million (par value $201.3 million ) as of June 30, 2016 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. The following is a summary of our cash and cash equivalents (in thousands): June 30, 2016 December 31, 2015 Cash $ 15,642 $ 17,889 U.S. government and agency securities 8,749 — Money market funds 11,507 11,228 Cash and cash equivalents $ 35,898 $ 29,117 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2016 | |
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 April 2013 Amendment) to the lease agreement dated September 14, 2010 (as amended, the Headquarters Lease) relating to the lease of office and laboratory space at our corporate headquarters located in South San Francisco, California. The April 2013 Amendment provided for an expansion of the premises covered under the Headquarters Lease, effective April 1, 2014; an extension of the term 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 Headquarters Lease. The April 2013 Amendment also provided for an allowance of approximately $0.7 million for tenant improvements, of which we used $0.5 million and the remaining $0.2 million was used to offset base rent obligations in the quarter ended September 30, 2015. 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 Headquarters Lease. The total future minimum lease payments for the additional space, which will be paid through April 2020, are approximately $6.0 million as of June 30, 2016 . On June 4, 2014, we entered into an additional amendment to the Headquarters Lease (the June 2014 Amendment), which provided for an expansion of the premises covered under the Headquarters 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 Headquarters Lease. The June 2014 Amendment also provided for an allowance of approximately $0.2 million for tenant improvements, which was fully utilized by March 31, 2015, 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 Headquarters Lease. The total future minimum lease payments for the additional space, which will be paid through April 2020, are approximately $1.8 million as of June 30, 2016 . On September 15, 2014, we entered into an additional amendment to the Headquarters Lease (the September 2014 Amendment), which provided for an expansion of the premises covered under the Headquarters 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 Headquarters 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 $1.2 million as of June 30, 2016 . On December 8, 2015, we entered into an additional amendment to the Headquarters Lease (the December 2015 Amendment), which provides for an expansion of the premises covered under the Headquarters Lease by approximately 24,039 square feet, with a commencement date of April 1, 2016, payment of base rent with rent escalation, and an increase in our share of certain operating expenses during the term of the Headquarters Lease. The December 2015 Amendment also provided for an allowance of up to approximately $0.4 million for tenant improvements. The total future minimum lease payments for the additional space, which will be paid through April 2020, are approximately $3.7 million as of June 30, 2016 . On October 14, 2013, Fluidigm Singapore Pte. Ltd., our wholly-owned subsidiary (Fluidigm Singapore) accepted an offer of tenancy (the Singapore 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 Singapore Lease, Fluidigm Singapore took possession of the facility on March 3, 2014 for a term of 99 months, and the Singapore Lease and rental obligations thereunder commenced on June 3, 2014. The Singapore Lease also provides Fluidigm Singapore with an option to renew for an additional 60 months at the then prevailing market rent, and on similar terms as the existing Singapore 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 Singapore Lease (the June 2014 Amendment). 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. In April 2015, Fluidigm Singapore leased additional space of approximately 10,000 square feet in the same building on the same terms as the Singapore Lease (the April 2015 Amendment), and terminated the June 2014 Singapore Amendment as of June 30, 2015. The total future minimum lease payments for the facility, which will be paid through June 2022, are approximately $3.9 million as of June 30, 2016 . On August 18, 2015, we, Fluidigm Canada Inc., our wholly-owned subsidiary (Fluidigm Canada), and Rodick Equities, Inc. entered into a lease dated as of August 17, 2015 (the New Canada Lease), relating to the lease of approximately 41,145 square feet of office, laboratory, and warehouse space at a facility in Markham, Ontario, Canada. Pursuant to the terms of the New Canada Lease, Fluidigm Canada was in possession of the new space commencing on or about August 27, 2015, and rental obligations thereunder commenced on April 1, 2016 for a term of 10 years. The New Canada Lease provides for an allowance for tenant improvements, an option to renew the Lease for an additional five years, and a right of first offer on certain additional space in the Building. In connection with our acquisition of DVS, we acquired the operating leases for facilities in Sunnyvale, California and Markham, Ontario, Canada. (See Note 4 to our condensed consolidated financial statements for additional information). The Sunnyvale lease will terminate in July 2016. The Markham lease terminated on April 30, 2016. The total future minimum payments under the Sunnyvale lease are approximately $65,000 as of June 30, 2016 . In March 2016, the Company and ARE-NC Region No. 5, LLC, a Delaware limited liability company, entered into a lease (the North Carolina Lease), relating to the lease of approximately 12,824 square feet of office, laboratory, and manufacturing space at a facility in Durham, North Carolina. Pursuant to the terms of the North Carolina Lease, we took possession of the facility commencing in March 2016, and rental obligations thereunder will commence in September 2016, for a term of 60 months from October 1, 2016. The North Carolina Lease provides for an allowance for tenant improvements, an option for an additional tenant improvement allowance with additional rent payments above the minimum lease payments, and two options to renew the Lease for an additional three years each. The total future minimum lease payments for the facility, which will be paid through September 30, 2021, are approximately $1.4 million as of June 30, 2016 . We have entered into several license and patent agreements. Under these agreements, we pay annual license maintenance fees, nonrefundable license issuance fees, and royalties as a percentage of net sales for the sale or sublicense of products using the licensed technology. We do not expect the license payments to be material in any particular year. Warranty We accrue for estimated warranty obligations at the time of product shipment. Management periodically reviews the estimated fair value of its warranty liability and records adjustments based on the terms of warranties provided to customers, historical and anticipated warranty claim experience. Activity for our warranty accrual for the three and six months ended June 30, 2016 and 2015, which is included in other accrued liabilities, is summarized below (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Beginning balance $ 1,056 $ 1,064 $ 1,076 $ 1,178 Warranty charges, net (10 ) (12 ) (30 ) (126 ) Ending balance $ 1,046 $ 1,052 $ 1,046 $ 1,052 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, directors, and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. We have not incurred material costs to defend lawsuits or settle claims related to these indemnification provisions. As of June 30, 2016 , 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. |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During the three and six months ended June 30, 2016 , we granted certain employees options to purchase 80,097 and 415,689 shares of common stock, respectively. The options granted during the three months ended June 30, 2016 had exercise prices ranging from $8.98 to $10.49 and a total grant date fair value of $0.8 million . The options granted during the six months ended June 30, 2016 had exercise prices ranging from $5.78 to $10.49 and a total grant date fair value of $3.1 million . During the three and six months ended June 30, 2016 , we granted certain employees 116,302 and 721,694 restricted stock units, respectively. The restricted stock units granted during the three months ended June 30, 2016 had fair market values ranging from $8.98 to $10.49 and a total grant date fair value of $1.1 million . The restricted stock units granted during the six months ended June 30, 2016 had fair markets values ranging from $5.70 to $10.49 and a total grant date fair value of $5.4 million . The expenses relating to these options and restricted stock units will be recognized over their respective four -year vesting periods. We recognized stock-based compensation expense of $3.7 million and $4.6 million during the three months ended June 30, 2016 and 2015, respectively. We recognized stock-based compensation expense of $7.4 million and $8.7 million during the six months ended June 30, 2016 and 2015, respectively. As of June 30, 2016 , we had $8.7 million and $18.0 million of unrecognized stock-based compensation expense related to stock options and restricted stock units, respectively, which are expected to be recognized over a weighted average period of 2.1 years and 2.7 years, respectively. In March 2016, we granted 184,050 and 73,620 performance-based stock options and performance-based restricted stock units (each, a “performance award”) to executive officers and employees, which were accounted for as equity awards. The number of performance awards that ultimately vest depends on the achievement of certain performance criteria set by the Compensation Committee of the Company’s Board of Directors. The performance-based stock options have an exercise price per share of $7.10 . The performance awards granted during the six months ended June 30, 2016 had fair market values ranging from $3.02 to $7.10 per share and a total grant date fair value of $1.1 million . The Company recognizes stock-based compensation expense over the vesting period of the performance awards. We did not recognize any expense related to these performance awards for the three and six months ended June 30, 2016. In conjunction with the DVS acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock (See Note 4). As of June 30, 2016 , we had $0.1 million of unrecognized stock-based compensation costs related to the assumed stock options, which are expected to be recognized over a remaining weighted average period of 1.0 years. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The provision or benefit for income taxes for the periods presented differs from the 34% U.S. Federal statutory rate primarily due to maintaining a valuation allowance for U.S. losses and tax assets, which we do not consider to be realizable. We recorded a tax benefit of $1.0 million and $1.8 million for the three and six months ended June 30, 2016 , respectively, which was primarily attributable to the amortization of our acquisition related deferred tax liability, partially offset by tax provision and discrete items from our foreign operations. We recorded a tax benefit of $0.3 million and $0.9 million for the three and six months ended June 30, 2015, respectively, which was primarily attributable to the amortization of our acquisition-related deferred tax liability, partially offset by tax provision and provision for uncertain tax liabilities related to our foreign operations. |
Information about Geographic Ar
Information about Geographic Areas | 6 Months Ended |
Jun. 30, 2016 | |
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 analytical and preparatory systems consisting of instruments and consumables for academic institutions, clinical laboratories, biopharmaceutical, Ag-Bio companies and contract research organizations in growth markets, such as single-cell biology and production genomics. The following table presents our total revenue by geography of our customers for each period presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States $ 13,839 $ 14,279 $ 27,013 $ 28,073 Europe 8,461 9,013 17,786 15,928 Asia-Pacific 3,983 3,717 9,991 8,923 Other 1,885 1,609 2,381 2,423 Total $ 28,168 $ 28,618 $ 57,171 $ 55,347 No individual customer represented more than 10% of our revenues for the three and six months ended June 30, 2016 and 2015. Revenue from sales to customers in China represented 10% or $2.8 million and 11% or $6.1 million for the three and six months ended June 30, 2016 , respectively, and did not exceed 10% for the three and six months ended June 30, 2015 , respectively. |
Summary of Significant Accoun17
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and following the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2015 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as our annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of our financial information. The results of operations for the three and six months ended June 30, 2016 are not necessarily indicative of the results to be expected for the year ending December 31, 2016 or for any other interim period or for any other future year. All intercompany accounts and transactions have been eliminated upon consolidation. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, including critical accounting policies or estimates related to revenue recognition, income tax provisions, stock-based compensation, inventory valuation, allowances for doubtful accounts, and useful lives of long-lived assets. We base our estimates on historical experience and on various relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the accompanying notes in Item 8 of Part II, "Financial Statements and Supplementary Data," for the year ended December 31, 2015 included in our Annual Report on Form 10-K. |
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 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. |
Business Combinations | Business Combinations Assets acquired and liabilities assumed as part of a business acquisition are generally recorded at their fair value 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 also 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 | 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 value of the reporting unit exceeds 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 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. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements With the exception of those discussed below, there have not been any recent changes in accounting pronouncements and Accounting Standards Update (ASU) and Accounting Standards Codifications (ASC) issued by the Financial Accounting Standards Board (FASB) during the six months ended June 30, 2016 that are of significance or potential significance to us. In May 2014, the FASB issued ASU 2014-09 regarding ASC Topic 606 Revenue from Contracts with Customers. ASU 2014-09 provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. In May 2016, the FASB issued ASU 2016-12, which provided narrow scope improvements and practical expedients related to FASB ASU 2014-09, Revenue from Contracts with Customers. The improvements address completed contracts and contract modifications at transition, noncash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectibility when determining whether a transaction represents a valid contract. On July 7, 2015, the FASB amended ASU 2014-09 to defer the effective date by one year with early adoption permitted as of the original effective date. ASU 2014-09 and ASU 2016-12 will be effective for our fiscal year beginning January 1, 2018 unless we elect the earlier date of January 1, 2017. We are currently evaluating the accounting, transition, and disclosure requirements of these standards. We cannot currently estimate the financial statement impact of adoption. In April 2015, the FASB issued ASU-2015-03, Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. This guidance is intended to simplify the presentation of debt issuance costs. These amendments require that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. We applied this guidance in ASU 2015-03 in our financial statements commencing in the first quarter of 2016. In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory which changes the measurement principle for inventory from the lower of cost or market to the lower of cost and net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. ASU 2015-11 will be effective for our fiscal year beginning January 1, 2017. We are currently evaluating the accounting and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. In November 2015, the FASB issued ASU 2015-17 ASC 740, Income Taxes, Balance Sheet Classification of Deferred Taxes, effective for annual periods beginning after December 15, 2016. The amendments in this update require that in a classified statement of financial position, an entity shall classify deferred tax liabilities and assets as non-current, and an entity shall not offset deferred tax liabilities and assets attributable to different tax-paying components of the entity or to different tax jurisdictions. We currently are evaluating the adoption of the provisions of ASU 2015-17 and cannot currently estimate the financial statement impact of adoption. In February 2016, the FASB issued ASU 2016-02 Leases, requiring lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. ASU 2016-02 will be effective for our fiscal year beginning January 1, 2019 and early adoption is permitted. We are currently evaluating the accounting, transition, and disclosure requirements of the standard. We have not yet determined whether we will elect early adoption of the standard and cannot currently estimate the financial statement impact of adoption. In March 2016, the FASB issued ASU 2016-09, which simplifies several aspects of the accounting for share-based payments, including changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows employee taxes paid when an employer withholds shares for tax-withholding purposes. ASU 2016-09 will be effective for our fiscal year beginning January 1, 2017. We are currently evaluating the accounting and disclosure requirements of the standard and cannot currently estimate the financial statement impact of adoption. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As a basis for determining fair value for our financial instruments, 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. Our Level I financial instruments include money market funds because they are valued using quoted market prices. Our Level II financial instruments include U.S. government and agency securities 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. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Accounting Policies [Abstract] | |
Summary of potential common shares excluded from computations of diluted net loss per share attributed to common stockholders | The following potentially dilutive common shares were excluded from the computation of diluted net loss per share for the interim periods presented because they would have been anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 Stock options, restricted stock units and performance awards 4,835 3,814 4,835 3,814 Convertible notes 3,598 3,598 3,598 3,598 Total 8,433 7,412 8,433 7,412 |
Summary of comprehensive loss | The components of accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, 2016 are summarized as follows (in thousands): Net Unrealized Gain (Loss) on Securities Foreign Currency Translation Adjustment Other Comprehensive Loss Balance at December 31, 2015 $ (72 ) $ (1,072 ) $ (1,144 ) Other comprehensive income 81 178 259 Balance at March 31, 2016 $ 9 $ (894 ) $ (885 ) Other comprehensive income 23 4 27 Balance at June 30, 2016 $ 32 $ (890 ) $ (858 ) |
Acquisition (Tables)
Acquisition (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Business Combinations [Abstract] | |
Schedule of consideration transferred | The final aggregate purchase price was determined to be $199.9 million , as detailed in the table below (in thousands): Purchase Consideration 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. (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. 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 was 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 June 30, 2016 (in thousands, except years |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventories | Inventories consist of the following (in thousands): June 30, 2016 December 31, 2015 Raw materials $ 7,759 $ 6,829 Work-in-process 2,144 2,442 Finished goods 8,277 8,653 Total inventories, net $ 18,180 $ 17,924 |
Property, plant and equipment, net | Property and equipment, net consisted of the following (in thousands): June 30, 2016 December 31, 2015 Computer equipment and software $ 5,354 $ 5,048 Laboratory and manufacturing equipment 23,110 21,783 Leasehold improvements 7,591 5,875 Office furniture and fixtures 1,724 1,584 37,779 34,290 Less accumulated depreciation and amortization (21,893 ) (19,618 ) Construction-in-progress 930 586 Property and equipment, net $ 16,816 $ 15,258 |
Schedule of future amortization expense of intangible assets | The estimated future amortization expense of intangible assets as of June 30, 2016 is as follows (in thousands): Amount 2016 (remainder of the year) $ 6,203 2017 12,391 2018 12,326 2019 12,235 2020 12,234 Thereafter 37,310 $ 92,699 |
Fair Value of Financial Instr21
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
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): June 30, 2016 December 31, 2015 Level I Level II Level III Total Level I Level II Level III Total Assets Money market funds $ 11,507 $ 11,507 $ 11,228 $ — $ — $ 11,228 U.S. government and agency securities 59,261 59,261 — 72,348 — 72,348 Total assets measured at fair value $ 11,507 $ 59,261 $ — $ 70,768 $ 11,228 $ 72,348 $ — $ 83,576 |
Summary of investments | June 30, 2016 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value U.S. government and agency securities - cash equivalents $ 8,748 $ 1 — $ 8,749 U.S. government and agency securities - short-term investments 50,481 31 — 50,512 Total $ 59,229 $ 32 $ — $ 59,261 December 31, 2015 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Estimated Fair Value U.S. government and agency securities - short-term investments $ 72,420 $ — $ (72 ) $ 72,348 |
Summary of cash and cash equivalents | The following is a summary of our cash and cash equivalents (in thousands): June 30, 2016 December 31, 2015 Cash $ 15,642 $ 17,889 U.S. government and agency securities 8,749 — Money market funds 11,507 11,228 Cash and cash equivalents $ 35,898 $ 29,117 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of warranty accrual | Activity for our warranty accrual for the three and six months ended June 30, 2016 and 2015, which is included in other accrued liabilities, is summarized below (in thousands): Three Months Ended Six Months Ended 2016 2015 2016 2015 Beginning balance $ 1,056 $ 1,064 $ 1,076 $ 1,178 Warranty charges, net (10 ) (12 ) (30 ) (126 ) Ending balance $ 1,046 $ 1,052 $ 1,046 $ 1,052 |
Information about Geographic 23
Information about Geographic Areas (Tables) | 6 Months Ended |
Jun. 30, 2016 | |
Segment Reporting [Abstract] | |
Product revenue by geography based on billing address of customers | The following table presents our total revenue by geography of our customers for each period presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2016 2015 2016 2015 United States $ 13,839 $ 14,279 $ 27,013 $ 28,073 Europe 8,461 9,013 17,786 15,928 Asia-Pacific 3,983 3,717 9,991 8,923 Other 1,885 1,609 2,381 2,423 Total $ 28,168 $ 28,618 $ 57,171 $ 55,347 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Jun. 30, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation of the company | May 11, 1999 |
Reincorporation of the company | 2007-07 |
Summary of Significant Accoun25
Summary of Significant Accounting Policies - Potential Common Shares Excluded from Computations of Diluted Net Loss Per Share Attributed to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common shares excluded from the computation of diluted net loss per share (shares) | 8,433 | 7,412 | 8,433 | 7,412 |
Stock options, restricted stock units and performance awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common shares excluded from the computation of diluted net loss per share (shares) | 4,835 | 3,814 | 4,835 | 3,814 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common shares excluded from the computation of diluted net loss per share (shares) | 3,598 | 3,598 | 3,598 | 3,598 |
Summary of Significant Accoun26
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2016 | Mar. 31, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | $ 114,901 | $ 114,901 | |||
Other comprehensive income | $ 27 | $ (97) | 286 | $ 97 | |
Balance at beginning period | 84,264 | 84,264 | |||
Net Unrealized Gain (Loss) on Securities | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | 9 | (72) | (72) | ||
Other comprehensive income | 23 | 81 | |||
Balance at beginning period | 32 | 9 | 32 | ||
Foreign Currency Translation Adjustment | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | (894) | (1,072) | (1,072) | ||
Other comprehensive income | 4 | 178 | |||
Balance at beginning period | (890) | (894) | (890) | ||
Other Comprehensive Loss | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | (885) | (1,144) | (1,144) | ||
Other comprehensive income | 27 | 259 | |||
Balance at beginning period | $ (858) | $ (885) | $ (858) |
Summary of Significant Accoun27
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2016 | Mar. 31, 2013 | Feb. 28, 2013 | Sep. 30, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Proceeds from sale of investment in Verinata | $ 2,330 | $ 0 | |||||
Verinata | Cost-method Investments | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Aggregate disposal value | $ 350,000 | ||||||
Contingent milestone payment receivable for shareholders in cost method investment | $ 100,000 | ||||||
Proceeds from sale of investment in Verinata | $ 3,100 | ||||||
Gain on sale of cost method investment | $ 1,800 | $ 300 | |||||
Long-term Debt | Accounting Standards Update 2015-03 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Unamortized debt issuance expense | 1,000 | $ 1,000 | |||||
Other Noncurrent Assets | Accounting Standards Update 2015-03 | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Unamortized debt issuance expense | $ (1,000) | (1,000) | |||||
Other Assets | Verinata | Cost-method Investments | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Contingent milestone payment receivable for shareholders in cost method investment | $ 2,300 | ||||||
Proceeds from contingent milestone payments | $ 2,300 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Feb. 04, 2014 | Feb. 28, 2014 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | Dec. 31, 2015 |
Debt Instrument [Line Items] | |||||||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Interest expense | $ 1,453,000 | $ 1,451,000 | $ 2,906,000 | $ 2,904,000 | |||
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 (shares) | 17.8750 | ||||||
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 | ||||||
Unamortized debt discount and debt issuance costs | 6,500,000 | 6,500,000 | |||||
Interest expense | 1,500,000 | $ 1,500,000 | $ 2,900,000 | $ 2,900,000 | |||
Interest paid | $ 2,800,000 | ||||||
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 | $ 113,200,000 |
Acquisition (Details)
Acquisition (Details) - USD ($) $ in Thousands | Feb. 13, 2014 | Jul. 31, 2015 | Jun. 30, 2016 | Dec. 31, 2015 |
Business Acquisition [Line Items] | ||||
Goodwill | $ 104,108 | $ 104,108 | ||
DVS Sciences, Inc. | ||||
Business Acquisition [Line Items] | ||||
Contractual price for the acquisition | $ 207,500 | |||
Estimated purchase price consideration | $ 199,933 | |||
Number of shares deposited into escrow to secure indemnification obligations (shares) | 885,000 | |||
Fair value of shares deposited into escrow to secure indemnification obligations | $ 38,600 | |||
Percentage of shares issued in a business combination deposited in escrow to secure indemnification obligations | 50.303% | |||
Percentage of secured indemnification to be released | 50.00% | |||
Percentage of Escrowed Shares to be released to former DVS stockholders | 80.00% | |||
Percent of Escrowed Shares to be released to Fluidigm | 20.00% | |||
Escrowed shares released to Fluidigm (shares) | 170,107 | |||
Gain on escrow settlement | $ 4,000 | |||
Goodwill | $ 104,108 |
Acquisition - Schedule of Consi
Acquisition - Schedule of Consideration Transferred and Identifiable Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 13, 2014 | Jun. 30, 2016 | Dec. 31, 2015 | |
Recognized Assets [Abstract] | ||||
Goodwill | $ 104,108 | $ 104,108 | ||
DVS Sciences, Inc. | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Cash | $ 126,048 | |||
Issued 1,759,007 shares of Fluidigm common stock | 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 | |||
Number of shares issued in business combination (shares) | 1,759,007 | |||
Recognized Assets [Abstract] | ||||
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 | |||
Recognized Liabilities [Abstract] | ||||
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 | |||
Stock Options | DVS Sciences, Inc. | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Estimated fair value of vested Fluidigm equivalent stock options | $ 4,000 | |||
Option to purchase shares of Fluidigm common stock in an acquisition (shares) | 143,000 | |||
Option to purchase shares of Fluidigm common stock | $ 14,600 | |||
Restricted Stock | DVS Sciences, Inc. | ||||
Business Combination, Consideration Transferred [Abstract] | ||||
Option to purchase shares of Fluidigm common stock in an acquisition (shares) | 186,000 | |||
[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. | |||
[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 planinto 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. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value was recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. |
Acquisition - Acquired Intangib
Acquisition - Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Net | $ 92,699 | $ 92,699 | ||
Developed Technology Rights | ||||
Business Acquisition [Line Items] | ||||
Estimated fair value of intangible assets acquired | 2,800 | $ 2,800 | 5,600 | $ 5,600 |
Developed Technology Rights | DVS Sciences, Inc. | ||||
Business Acquisition [Line Items] | ||||
Finite-Lived Intangible Assets, Gross | 112,000 | 112,000 | ||
Accumulated Amortization | (26,600) | (26,600) | ||
Finite-Lived Intangible Assets, Net | $ 85,400 | $ 85,400 | ||
Useful Life | 10 years |
Balance Sheet Details - Invent
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 7,759 | $ 6,829 |
Work-in-process | 2,144 | 2,442 |
Finished goods | 8,277 | 8,653 |
Inventories | $ 18,180 | $ 17,924 |
Balance Sheet Details - Proper
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, excluding construction in process, gross | $ 37,779 | $ 34,290 |
Less accumulated depreciation and amortization | (21,893) | (19,618) |
Construction-in-progress | 930 | 586 |
Property and equipment, net | 16,816 | 15,258 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,354 | 5,048 |
Laboratory and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 23,110 | 21,783 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,591 | 5,875 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,724 | $ 1,584 |
Balance Sheet Details - Intang
Balance Sheet Details - Intangible Assets (Details) $ in Thousands | Jun. 30, 2016USD ($) |
Balance Sheet Related Disclosures [Abstract] | |
2016 (remainder of the year) | $ 6,203 |
2,017 | 12,391 |
2,018 | 12,326 |
2,019 | 12,235 |
2,020 | 12,234 |
Thereafter | 37,310 |
Finite-Lived Intangible Assets, Net | $ 92,699 |
Fair Value of Financial Instr35
Fair Value of Financial Instruments - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | $ 70,768 | $ 83,576 |
Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 11,507 | 11,228 |
U.S. government and agency securities | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 59,261 | 72,348 |
Level I | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 11,507 | 11,228 |
Level I | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 11,507 | 11,228 |
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 | |
Level II | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 59,261 | 72,348 |
Level II | Money market funds | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Total assets measured at fair value | 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 | 59,261 | 72,348 |
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 | |
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 |
Fair Value of Financial Instr36
Fair Value of Financial Instruments - Summary of Investments and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 59,229 | |
Gross Unrealized Gain | 32 | |
Gross Unrealized Loss | 0 | |
Estimated Fair Value | 59,261 | |
U.S. government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 50,500 | |
Cash equivalents | U.S. government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 8,748 | |
Gross Unrealized Gain | 1 | |
Gross Unrealized Loss | 0 | |
Estimated Fair Value | 8,749 | |
Short-term Investments | U.S. government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 50,481 | $ 72,420 |
Gross Unrealized Gain | 31 | 0 |
Gross Unrealized Loss | 0 | (72) |
Estimated Fair Value | $ 50,512 | $ 72,348 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2016 | Dec. 31, 2015 | Jun. 30, 2015 | Dec. 31, 2014 |
Fair Value Disclosures [Abstract] | ||||
Cash | $ 15,642 | $ 17,889 | ||
U.S. government and agency securities | 8,749 | 0 | ||
Money market funds | 11,507 | 11,228 | ||
Cash and cash equivalents | $ 35,898 | $ 29,117 | $ 23,745 | $ 33,713 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments (Details) $ in Thousands | Jun. 30, 2016USD ($)Investment |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Amortized Cost | $ 59,229 |
Number of investments have been in a continuous loss position for more than 12 months | Investment | 0 |
Level II | Estimate of Fair Value Measurement | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value disclosure of Notes | $ 114,700 |
Level II | Reported Value Measurement | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Fair value disclosure of Notes | 201,300 |
U.S. government and agency securities | |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | |
Contractual maturity | 8,700 |
Amortized Cost | $ 50,500 |
Commitments and Contingencies39
Commitments and Contingencies (Details) $ in Thousands | Dec. 08, 2015USD ($)ft² | Aug. 18, 2015ft² | Sep. 15, 2014USD ($)ft² | Jun. 04, 2014USD ($)ft² | Oct. 14, 2013 | Apr. 09, 2013USD ($) | Mar. 31, 2016ft²renewal_option | Sep. 30, 2015USD ($) | Jun. 30, 2016USD ($) | Apr. 30, 2015ft² | Jun. 30, 2014ft² |
Operating Lease, Amendment 2013 | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Lease expiration date | Apr. 30, 2020 | ||||||||||
Operating lease renewal term | 5 years | ||||||||||
Allowance for tenant improvements | $ 700 | ||||||||||
Tenant Improvements | 500 | ||||||||||
Base rent obligations | $ 200 | ||||||||||
Additional tenant improvement allowance | $ 500 | ||||||||||
Effective interest rate of facility leases | 9.00% | ||||||||||
Total minimum payments | $ 6,000 | ||||||||||
June 2014 Amendment | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Allowance for tenant improvements | $ 200 | ||||||||||
Additional tenant improvement allowance | $ 100 | ||||||||||
Effective interest rate of facility leases | 9.00% | ||||||||||
Area of office space for expansion | ft² | 13,000 | ||||||||||
Total minimum payments | 1,800 | ||||||||||
September 2014 Amendment | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Allowance for tenant improvements | $ 200 | ||||||||||
Area of office space for expansion | ft² | 9,000 | ||||||||||
Total minimum payments | 1,200 | ||||||||||
December 2015 Amendment | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Allowance for tenant improvements | $ 400 | ||||||||||
Area of office space for expansion | ft² | 24,039 | ||||||||||
Total minimum payments | 3,700 | ||||||||||
Singapore Operating Lease, June 2014 | SINGAPORE | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Operating lease renewal term | 60 months | ||||||||||
Area of office space for expansion | ft² | 2,400 | ||||||||||
Operating leases, term of contract | 99 months | ||||||||||
Singapore Operating Lease, April 2015 | SINGAPORE | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Area of office space for expansion | ft² | 10,000 | ||||||||||
Total minimum payments | 3,900 | ||||||||||
Operating Lease, Sunnyvale and Markham | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Total minimum payments | 65 | ||||||||||
New Canada Lease, August 2015 | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Operating lease renewal term | 5 years | ||||||||||
Area of real estate property | ft² | 41,145 | ||||||||||
Operating leases, term of contract | 10 years | ||||||||||
North Carolina Lease, March 2016 | |||||||||||
Commitments And Contingencies Disclosure [Line Items] | |||||||||||
Operating lease renewal term | 3 years | ||||||||||
Total minimum payments | $ 1,400 | ||||||||||
Area of real estate property | ft² | 12,824 | ||||||||||
Operating leases, term of contract | 60 months | ||||||||||
Number of renewal options | renewal_option | 2 |
Commitments and Contingencies -
Commitments and Contingencies - Warranty Accrual (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning balance | $ 1,056 | $ 1,064 | $ 1,076 | $ 1,178 |
Warranty charges, net | (10) | (12) | (30) | (126) |
Ending balance | $ 1,046 | $ 1,052 | $ 1,046 | $ 1,052 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2016 | Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Stock-based compensation | |||||
Stock-based compensation expense | $ 3.7 | $ 4.6 | $ 7.4 | $ 8.7 | |
Stock Options | |||||
Stock-based compensation | |||||
Employee stock options granted (shares) | 80,097 | 415,689 | |||
Total grant date fair value | $ 0.8 | $ 3.1 | |||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 8.7 | $ 8.7 | |||
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | 2 years 26 days | ||||
Stock Options | Minimum | |||||
Stock-based compensation | |||||
Exercise price of options granted (usd per share) | $ 8.98 | $ 5.78 | |||
Stock Options | Maximum | |||||
Stock-based compensation | |||||
Exercise price of options granted (usd per share) | $ 10.49 | $ 10.49 | |||
Restricted Stock Units (RSUs) | |||||
Stock-based compensation | |||||
Total grant date fair value | $ 1.1 | $ 5.4 | |||
Number of stock units granted (shares) | 116,302 | 721,694 | |||
Vesting period of the grant date fair value | 4 years | ||||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 18 | $ 18 | |||
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | 2 years 8 months 12 days | ||||
Restricted Stock Units (RSUs) | Minimum | |||||
Stock-based compensation | |||||
Weighted average fair value per stock units granted (usd per share) | $ 8.98 | $ 5.70 | |||
Restricted Stock Units (RSUs) | Maximum | |||||
Stock-based compensation | |||||
Weighted average fair value per stock units granted (usd per share) | $ 10.49 | $ 10.49 | |||
DVS Sciences, Inc. | Stock Options | |||||
Stock-based compensation | |||||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 0.1 | $ 0.1 | |||
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | 1 year | ||||
Executive Officer | Restricted Stock Units (RSUs) | |||||
Stock-based compensation | |||||
Number of stock units granted (shares) | 73,620 | ||||
Executive Officer | Performance-based shares | |||||
Stock-based compensation | |||||
Total grant date fair value | $ 1.1 | ||||
Number of stock units granted (shares) | 184,050 | ||||
Weighted average fair value per stock units granted (usd per share) | $ 7.10 | ||||
Executive Officer | Performance-based shares | Minimum | |||||
Stock-based compensation | |||||
Weighted average fair value per stock units granted (usd per share) | $ 3.02 | ||||
Executive Officer | Performance-based shares | Maximum | |||||
Stock-based compensation | |||||
Weighted average fair value per stock units granted (usd per share) | $ 7.10 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Income Tax Disclosure [Abstract] | ||||
Tax provision or benefit at federal statutory rate | 34.00% | |||
Benefit from income taxes | $ 1,022 | $ 266 | $ 1,784 | $ 909 |
Information about Geographic 43
Information about Geographic Areas (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016USD ($) | Jun. 30, 2015USD ($) | Jun. 30, 2016USD ($)segment | Jun. 30, 2015USD ($) | |
Concentration Risk [Line Items] | ||||
Number of reporting segment | segment | 1 | |||
Revenues | $ 28,168 | $ 28,618 | $ 57,171 | $ 55,347 |
Revenue | China | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 10.00% | 11.00% | ||
Revenues | $ 2,800 | $ 6,100 |
Information about Geographic 44
Information about Geographic Areas - Product Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2016 | Jun. 30, 2015 | Jun. 30, 2016 | Jun. 30, 2015 | |
Total product revenue | ||||
Total | $ 28,168 | $ 28,618 | $ 57,171 | $ 55,347 |
United States | ||||
Total product revenue | ||||
Total | 13,839 | 14,279 | 27,013 | 28,073 |
Europe | ||||
Total product revenue | ||||
Total | 8,461 | 9,013 | 17,786 | 15,928 |
Asia-Pacific | ||||
Total product revenue | ||||
Total | 3,983 | 3,717 | 9,991 | 8,923 |
Other | ||||
Total product revenue | ||||
Total | $ 1,885 | $ 1,609 | $ 2,381 | $ 2,423 |