Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Feb. 10, 2017 | Jun. 30, 2016 | |
Document And Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Trading Symbol | FLDM | ||
Entity Registrant Name | FLUIDIGM CORP | ||
Entity Central Index Key | 1,162,194 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Filer Category | Accelerated Filer | ||
Entity Common Stock, Shares Outstanding (shares) | 29,208,481 | ||
Entity Public Float | $ 262,199,821 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current assets: | ||
Cash and cash equivalents | $ 35,045 | $ 29,117 |
Short-term investments | 24,385 | 65,855 |
Accounts receivable (net of allowances of $502 and $103 at December 31, 2016 and 2015, respectively) | 14,610 | 25,457 |
Inventories | 20,114 | 17,924 |
Prepaid expenses and other current assets | 2,517 | 5,742 |
Total current assets | 96,671 | 144,095 |
Long-term investments | 0 | 6,493 |
Property and equipment, net | 16,525 | 15,258 |
Other non-current assets | 9,291 | 9,096 |
Developed technology, net | 79,800 | 91,000 |
Goodwill | 104,108 | 104,108 |
Total assets | 306,395 | 370,050 |
Current liabilities: | ||
Accounts payable | 3,967 | 6,094 |
Accrued compensation and related benefits | 3,996 | 3,553 |
Other accrued liabilities | 12,374 | 11,015 |
Deferred revenue, current | 9,163 | 9,419 |
Total current liabilities | 29,500 | 30,081 |
Convertible notes, net | 194,951 | 194,673 |
Deferred tax liability | 21,140 | 23,595 |
Deferred revenue, non-current | 4,315 | 4,398 |
Other non-current liabilities | 3,256 | 2,402 |
Total liabilities | 253,162 | 255,149 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either December 31, 2016 or 2015 | 0 | 0 |
Common stock: $0.001 par value, 200,000 shares authorized at December 31, 2016 and 2015; 29,208 and 28,844 shares issued and outstanding at December 31, 2016 and 2015, respectively | 29 | 29 |
Additional paid-in capital | 493,441 | 479,508 |
Accumulated other comprehensive loss | (760) | (1,144) |
Accumulated deficit | (439,477) | (363,492) |
Total stockholders’ equity | 53,233 | 114,901 |
Total liabilities and stockholders’ equity | $ 306,395 | $ 370,050 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 502 | $ 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) | 29,208,000 | 28,844,000 |
Common stock, shares outstanding (shares) | 29,208,000 | 28,844,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenue: | |||
Product revenue | $ 89,003 | $ 102,140 | $ 107,071 |
Service revenue | 15,205 | 12,315 | 8,844 |
License revenue | 238 | 257 | 323 |
Grant revenue | 0 | 0 | 218 |
Total revenue | 104,446 | 114,712 | 116,456 |
Costs and expenses: | |||
Cost of product revenue | 41,110 | 43,001 | 39,511 |
Cost of service revenue | 4,899 | 3,629 | 3,338 |
Research and development | 38,415 | 39,264 | 43,423 |
Selling, general and administrative | 93,212 | 82,959 | 71,324 |
Acquisition-related expenses | 0 | 0 | 10,696 |
Gain on escrow settlement | 0 | (3,986) | 0 |
Total costs and expenses | 177,636 | 164,867 | 168,292 |
Loss from operations | (73,190) | (50,155) | (51,836) |
Interest expense | (5,820) | (5,808) | (5,344) |
Gain from sale of investment in Verinata | 0 | 2,330 | 332 |
Other expense, net | (1,167) | (1,157) | (857) |
Loss before income taxes | (80,177) | (54,790) | (57,705) |
Benefit from income taxes | 4,192 | 1,475 | 4,875 |
Net loss | $ (75,985) | $ (53,315) | $ (52,830) |
Net loss per share, basic and diluted (usd per share) | $ (2.62) | $ (1.86) | $ (1.90) |
Shares used in computing net loss per share, basic and diluted (shares) | 29,008 | 28,711 | 27,768 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Statement of Comprehensive Income [Abstract] | |||
Net loss | $ (75,985) | $ (53,315) | $ (52,830) |
Other comprehensive (loss) income, net of tax | |||
Foreign currency translation adjustment | 314 | (327) | (2) |
Unrealized gain (loss) on available-for-sale securities, net | 70 | (23) | (62) |
Other comprehensive income (loss) | 384 | (350) | (64) |
Comprehensive loss | $ (75,601) | $ (53,665) | $ (52,894) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive Income (Loss) | Accumulated Deficit |
Beginning Balance (shares) at Dec. 31, 2013 | 25,811 | ||||
Beginning Balance at Dec. 31, 2013 | $ 96,414 | $ 26 | $ 354,465 | $ (730) | $ (257,347) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon purchase of DVS (in shares) | 1,945 | ||||
Issuance of common stock upon purchase of DVS | 76,807 | $ 2 | 76,805 | ||
Vested DVS stock options converted to equivalent vested options | 4,039 | 4,039 | |||
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units (shares) | 585 | ||||
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units | 5,113 | 5,113 | |||
Gain from escrow settlement | 0 | ||||
Stock-based compensation expense | 20,940 | 20,940 | |||
Net loss | (52,830) | (52,830) | |||
Other comprehensive income (loss) | (64) | (64) | |||
Ending Balance (shares) at Dec. 31, 2014 | 28,341 | ||||
Ending Balance at Dec. 31, 2014 | 150,419 | $ 28 | 461,362 | (794) | (310,177) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units (shares) | 673 | ||||
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units | 5,303 | $ 1 | 5,302 | ||
Gain on escrow settlement (shares) | (170) | ||||
Gain from escrow settlement | (3,986) | (3,986) | |||
Stock-based compensation expense | 16,830 | 16,830 | |||
Net loss | (53,315) | (53,315) | |||
Other comprehensive income (loss) | (350) | (350) | |||
Ending Balance (shares) at Dec. 31, 2015 | 28,844 | ||||
Ending Balance at Dec. 31, 2015 | $ 114,901 | $ 29 | 479,508 | (1,144) | (363,492) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units (shares) | 57 | 364 | |||
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units | $ 75 | 75 | |||
Gain from escrow settlement | 0 | ||||
Stock-based compensation expense | 13,858 | 13,858 | |||
Net loss | (75,985) | (75,985) | |||
Other comprehensive income (loss) | 384 | 384 | |||
Ending Balance (shares) at Dec. 31, 2016 | 29,208 | ||||
Ending Balance at Dec. 31, 2016 | $ 53,233 | $ 29 | $ 493,441 | $ (760) | $ (439,477) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Operating activities | |||
Net loss | $ (75,985) | $ (53,315) | $ (52,830) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation and amortization | 6,738 | 4,915 | 4,061 |
Stock-based compensation expense | 13,858 | 16,830 | 20,940 |
Acquisition-related share-based awards acceleration expense | 0 | 0 | 2,648 |
Amortization of developed technology | 11,200 | 11,200 | 9,800 |
Non-cash charges for sale of inventory revalued at the date of acquisition | 0 | 0 | 856 |
Other non-cash items | 252 | 137 | 0 |
Loss on disposal of property and equipment | 87 | 87 | 83 |
Gain from escrow settlement | 0 | (3,986) | 0 |
Gain from sale of investment in Verinata | 0 | (2,330) | (332) |
Changes in assets and liabilities: | |||
Accounts receivable | 10,521 | (2,762) | (3,393) |
Inventories | (3,387) | (3,741) | (6,162) |
Prepaid expenses and other assets | (457) | (1,127) | (52) |
Accounts payable | (2,271) | 769 | 107 |
Deferred revenue | (274) | 2,613 | 3,191 |
Other liabilities | 620 | (3,986) | (1,540) |
Net cash used in operating activities | (39,098) | (34,696) | (22,623) |
Investing activities | |||
Acquisition, net of cash acquired | 0 | 0 | (113,190) |
Purchases of investments | (38,594) | (66,973) | (132,644) |
Proceeds from sales and maturities of investments | 86,431 | 103,369 | 74,520 |
Proceeds from sale of investment in Verinata | 2,330 | 0 | 332 |
Purchase of intangible assets | 0 | (6,670) | 0 |
Purchases of property and equipment | (5,065) | (3,982) | (7,403) |
Net cash provided by (used in) investing activities | 45,102 | 25,744 | (178,385) |
Financing activities | |||
Proceeds from issuance of convertible notes, net | 0 | 0 | 195,213 |
Proceeds from issuance of common stock through stock plan, net of tax payment | 76 | 5,303 | 5,113 |
Net cash provided by financing activities | 76 | 5,303 | 200,326 |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | (152) | (947) | (866) |
Net increase (decrease) in cash and cash equivalents | 5,928 | (4,596) | (1,548) |
Cash and cash equivalents at beginning of period | 29,117 | 33,713 | 35,261 |
Cash and cash equivalents at end of period | 35,045 | 29,117 | 33,713 |
Supplemental disclosures of cash flow information | |||
Cash paid for interest | 5,534 | 5,538 | 2,750 |
Cash paid for income taxes | 355 | 189 | 187 |
Non-cash investing and financing activities | |||
Issuance of common stock and options related to acquisition | $ 0 | $ 0 | $ 78,196 |
Description of Business
Description of Business | 12 Months Ended |
Dec. 31, 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 tools for life sciences research. We sell our instruments to leading academic research institutions, clinical research laboratories, and biopharmaceutical, biotechnology and agricultural biotechnology, or Ag-Bio companies. Our technologies and tools are directed at the analysis of DNA, RNA and proteins in a variety of different sample types, from individual cells to bulk tissue. On February 13, 2014, we completed our acquisition of DVS Sciences, Inc., a Delaware corporation (DVS) for approximately $199.9 million and assumed all outstanding DVS stock options and unvested restricted stock, pursuant to a merger agreement dated as of January 28, 2014. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly-owned subsidiaries. As of December 31, 2016, we had wholly-owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, the United Kingdom, China, and Germany. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. 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 were reclassified from other non-current assets to a deduction from Convertible Notes, net in the consolidated balance sheets, as a result of adopting ASU 2015-03 in the first quarter of 2016; and • Revenue from customers in Japan is included in revenue generated in Asia-Pacific. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from these estimates and could have a material adverse effect on our consolidated financial statements. Foreign Currency Assets and liabilities of non-U.S. subsidiaries that use the local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive income/loss, a separate component of stockholders’ equity. Income and expense accounts are translated at monthly average exchange rates during the year. Cash and Cash Equivalents We consider all highly liquid financial instruments with maturities at the time of purchase of three months or less to be cash equivalents. Cash and cash equivalents may consist of cash on deposit with banks, money market funds, and notes from government-sponsored agencies. Investments Short and long-term investments are comprised of notes from government-sponsored agencies. All investments are recorded at estimated fair value. Any unrealized gains and losses from investments are reported in accumulated other comprehensive loss, a separate component of stockholders’ equity. We evaluate our investments to assess whether investments with unrealized loss positions are other-than-temporarily impaired. An investment is considered to be other-than-temporarily impaired if the impairment is related to deterioration in credit risk or if it is likely that we will sell the securities before the recovery of their cost basis. No investment has been assessed as other than temporarily impaired, and realized gains and losses were immaterial during the years presented. The cost of securities sold or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific-identification method. Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, investments, accounts receivable, accounts payable, and convertible notes. Our cash equivalents, investments, accounts receivable, and accounts payable have short maturity or payment periods. Accordingly, their carrying values approximated their fair values at December 31, 2016 and 2015 . The convertible notes are presented at their carrying value, with fair value disclosures made in Note 5. As a basis for considering fair value, we follow a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I: observable inputs such as quoted prices in active markets; Level II: inputs other than quoted prices in active markets that are observable either directly or indirectly; and Level III: unobservable inputs for which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our cash equivalents, which include money market funds, are classified as Level I because they are valued using quoted market prices. Our investments and convertible notes are generally classified as Level II because their value is based on valuations using significant inputs derived from or corroborated by observable market data. Depending on the security, the income and market approaches are used in the model driven valuations. Inputs of these models include recently executed transaction prices in securities of the issuer or comparable issuers and yield curves. Accounts Receivable Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances of specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. We evaluate such allowances on a regular basis and adjust them as needed. Concentrations of Business and Credit Risk Financial instruments that potentially subject us to credit risk consist of cash, cash equivalents, investments, and accounts receivable. Our cash, cash equivalents, and investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and investments are financial instruments that potentially subject us to concentrations of risk. Under our investment policy, we invest primarily in securities issued by the U.S. government. The goals of our investment policy, in order of priority, are as follows: preserve capital, meet liquidity needs, and optimize returns. We generally do not require collateral to support credit sales. To reduce credit risk, we perform credit evaluations of our customers. No single customer represented more than 10% of total revenue for 2016 , 2015 , or 2014 , and no single customer represented more than 10% of total accounts receivable at December 31, 2016 , 2015 , or 2014 . Our products include components that are currently procured from a single source or a limited number of sources. We believe that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components. Inventories Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. Finished goods that are used for research and development are expensed as consumed or depreciated over their period of use. Provisions for slow-moving, excess, and obsolete inventories are recorded when required to reduce inventory values to their estimated net realizable values based on product life cycle, development plans, product expiration, and quality issues. Property and Equipment and Long-Lived Assets Property and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Accumulated depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $5.1 million , $3.6 million and $3.0 million , respectively. We evaluate our long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment of long-lived assets for any of the periods presented herein. Investment, at Cost 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 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 accompanying consolidated statements of operations for the years ended December 31, 2013 and 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 Other Assets and Gain from sale of investment in Verinata in the accompanying consolidated statement of operations for the year ended December 31, 2015. In January 2016, we received payment of $2.3 million and it was recorded in net cash provided by investing activities in the consolidated statement of cash flows. Intangible Assets Our intangible assets include developed technology, patents and licenses. We evaluate our intangible assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment on intangible assets for any of the periods presented herein. Product Warranties We generally provide a one -year warranty on our instruments. We accrue for estimated warranty obligations at the time of product shipment. We periodically review our warranty liability and record adjustments based on the terms of warranties provided to customers, and historical and anticipated warranty claim experience. This expense is recorded as a component of cost of product revenue in the consolidated statements of operations. Revenue Recognition We generate revenue from sales of our products, services, license agreements, and government grants. Our products consist of instruments and consumables, including IFCs, assays, and reagents. Our service revenue consists of post-warranty service contracts, preventive maintenance plans, instrument parts, installation, and training. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectability is reasonably assured. We assess collectability based on factors such as the customer’s creditworthiness and past collection history, if applicable. If collection is not reasonably assured, revenue recognition is deferred until receipt of payment. We also assess whether a price is fixed or determinable by, among other things, reviewing contractual terms and conditions related to payment. Delivery occurs when there is a transfer of title and risk of loss passes to the customer. Revenue excludes taxes collected from our customers. Product and Service Revenue Certain of our sales contracts involve the delivery of multiple products and services within contractually binding arrangements. Multiple-deliverable sales transactions typically consist of the sale and delivery of one or more instruments and consumables together with one or more of our installation, training and/or customer support services. Significant judgment is sometimes required to determine the appropriate accounting for such arrangements, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes and, if so, how the related sales price should be allocated among the elements, when to recognize revenue for each element, and the period over which revenue should be recognized. For sales contracts that include multiple deliverables, we allocate the contract consideration at the inception of the contract to each unit of accounting based upon its relative selling price. We may use our best estimate of selling price for individual deliverables when vendor specific objective evidence or third-party evidence is unavailable. A delivered item is considered to be a separate unit of accounting when it has value to the customer on a stand-alone basis. Our products, other than service contracts, are typically delivered within a short time frame, generally within one to three months of the contract date. Service contracts are entered into for terms of one to three years, following the expiration of the warranty period. Our products are generally sold without the right of return. Amounts received before revenue recognition criteria are met are classified in the consolidated balance sheets as deferred revenue or customer deposits, depending on the terms of the arrangement. License Revenue License and royalty revenue from license agreements is recognized when received, which is generally in the quarter following the quarter in which the corresponding sales occur. Grant Revenue We have received grants from various governmental entities for research and related activities. Grants provide us with payments for certain types of research and development activities performed over a contractually defined period. Grant revenue is recognized in the period during which the related costs are incurred, provided that the conditions under which the grants were provided have been met and we have only perfunctory obligations outstanding. Amounts received in advance of revenue recognition are classified as deferred revenue in the consolidated balance sheets. Costs associated with grants are included in research and development expenses in the consolidated statements of operations. Shipping and Handling Costs Shipping and handling costs incurred for product shipments are included within cost of product revenue in the consolidated statements of operations. Research and Development We recognize research and development expenses in the period incurred. Research and development expenses consist of personnel costs, independent contractor costs, prototype and materials expenses, allocated facilities and information technology expenses, and related overhead expenses. Advertising Costs We expense advertising costs as incurred. We incurred advertising costs of $2.3 million , $2.9 million and $4.2 million during 2016 , 2015 , and 2014 , respectively. Income Taxes We use the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Any interest and penalties related to uncertain tax positions are reflected in the income tax provision. Stock-Based Compensation We account for stock options and restricted stock units granted to employees and directors based on the fair value of the awards. We recognize stock-based compensation expense on a straight-line basis over the requisite service periods. For performance-based stock awards, stock-based compensation expense is recognized over the requisite service period when the achievement of each individual performance goal becomes probable. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss. The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2016 , 2015 , and 2014 are as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Investments Accumulated Other Comprehensive Income (Loss) Beginning balance at December 31, 2014 $ (745 ) $ (49 ) $ (794 ) Change during the year (327 ) (23 ) (350 ) Ending balance at December 31, 2015 (1,072 ) (72 ) (1,144 ) Change during the year 314 70 384 Ending balance at December 31, 2016 $ (758 ) $ (2 ) $ (760 ) De minimus amounts of unrealized gains and losses have been reclassified into the consolidated statement of operations for the years ended December 31, 2015 and 2016. Business Combinations Assets acquired and liabilities assumed as part of a business combination are generally recorded at their fair values at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired requires management to make estimates, which are based on all available information and, in some cases, assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting for business acquisitions requires management to make judgments as to whether a purchase transaction is a multiple element contract, meaning that it includes other transaction components such as a settlement of a preexisting relationship. This judgment and determination affects the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. See Note 4. Long-lived Assets, including Goodwill Goodwill and intangible assets with indefinite lives are not subject to amortization, but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. We first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we then conduct a two-step test for impairment of goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. If the fair value of our reporting unit exceeds its carrying value, goodwill is not considered impaired and no further analysis is required. If the carrying values of the reporting unit exceed its fair value, then the second step of the impairment test must be performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. We evaluate our finite lived intangible assets for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible asset by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. Net Loss per Share Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Restricted stock units and options to purchase our common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented. The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands): At December 31, 2016 2015 2014 Stock options, restricted stock units and performance awards 4,622 3,905 3,736 Convertible notes 3,598 3,598 3,598 Total 8,220 7,503 7,334 Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (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 provides narrow scope improvements and practical expedients related to ASU 2014-09. The improvements address completed contracts and contract modifications at transition, non-cash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectability 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, with early adoption permitted. While we have not completed our assessment of the new revenue recognition standard, we currently expect that this new standard will not have a material impact on our consolidated financial statements. We expect to adopt ASU 2014-09 in the first quarter of 2018. 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. ASU 2015-03 was effective for our interim and annual financial statements beginning in the first quarter of 2016. We applied this guidance in our financial statements commencing the first quarter of 2016. Unamortized debt issuance costs of $1.0 million as of December 31, 2015 were reclassified from other non-current assets to a deduction from Convertible Notes, net in the consolidated balance sheets. 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 or 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. It will be effective for our interim and annual financial statements beginning in the first quarter of 2017 and early adoption is permitted. We will adopt this standard in the first quarter of 2017. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17 Income Taxes (Topic 740), 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 elected to early adopt this guidance in the fourth quarter of 2016 on a prospective basis. Prior periods were not retrospectively adjusted. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). This ASU requires 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 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU 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 will adopt this standard in the first quarter of 2017 by recording the cumulative impact of applying this guidance to retained earnings, which is not expected to be material. We will also elect to account for forfeitures as they occur, as permitted by ASU 2016-09. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force, amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. ASU 2016-18 will be effective for our fiscal year beginning after January 1, 2018, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying The Test for Goodwill Impairment. The new guidance intends to simplify the subsequent measurement of goodwill. The ASU eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The ASU will be effective for annual and interim goodwill impairment testing performed for our fiscal year beginning January 1, 2020, with early adoption permitted. We are currently evaluating the adoption of this ASU and cannot estimate the financial statement impact of adoption. There have been no other changes in accounting standards issued by the FASB during the year ended December 31, 2016 that are expected to have a material impact on our financial position, results of operations or cash flows. |
Intangible Assets, net
Intangible Assets, net | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Intangible Assets, net | Intangible Assets, net Developed Technology In connection with the acquisition of DVS in February 2014, we acquired developed technology with a gross fair value of $112.0 million . These acquired intangible assets are being amortized to cost of product revenue over their useful life of ten years. Related amortization expense for the years ended December 31, 2016 , 2015 and 2014 was $11.2 million , $11.2 million and $9.8 million , respectively. For further discussion related to intangible assets acquired in 2014 from the DVS acquisition, see Note 4. Patents On June 28, 2013, we acquired certain patents, patent applications, and licenses from Helicos Biosciences Corporation (Helicos) relating to Helicos’ next-generation sequencing technology. The rights acquired by us are subject to certain licenses and sublicenses granted by Helicos prior to or contemporaneously with our acquisition. The assets were acquired for $1.0 million and we incurred transaction costs of approximately $0.3 million . The patents, patent applications, and licenses have an alternative future use and, as a result, the acquired assets and transaction costs are capitalized as intangible assets and are included in other non-current assets. The acquired assets from Helicos are being amortized to research and development expense over their useful life of ten years. Related amortization expense was $127,000 for each of the years ended 2016 , 2015 and 2014 . On November 4, 2015, we entered into a patent purchase agreement with PerkinElmer Health Sciences, Inc. (PerkinElmer) pursuant to which we purchased the Patents for a purchase price of $6.5 million and a patent assignment agreement pursuant to which PerkinElmer transferred and assigned to us all rights, title, privileges, and interest in and to the Patents and the Original License Agreement, between Fluidigm Canada Inc. and PerkinElmer. Accordingly, we have no further financial obligations to PerkinElmer under the Original License Agreement. The Patents are being amortized to cost of product revenue through their useful life. Related amortization expense for the years ended December 31, 2016 and 2015 was $0.9 million and $0.1 million , respectively. Licenses On June 30, 2011, we settled certain litigation and entered into a series of patent license agreements with Life Technologies Corporation (now part of Thermo Fisher Scientific) and its subsidiary, Applied Biosystems, LLC (collectively, Life). The agreements resulted in a net $3.0 million payment by us to Life, which was recognized as a litigation settlement expense. The agreements also provide for various royalty payments on future sales of certain products by each of the parties. Such royalty payments or receipts have not been and are not expected to be material to us. Under the terms of the agreements, in July 2011, we paid Life $2.0 million in connection with the exercise of our option to limit or preclude certain patent litigation between us and Life for a period of two to four years. As a result, subject to certain exceptions, Life may not initiate litigation under its patents existing as of June 30, 2011 against us, with respect to its current products and equivalent future products, for a period of four years. The additional payment was included in other assets and is being amortized to selling, general and administrative expense over four years on a straight-line basis beginning in July 2011. The additional payment is being amortized to selling, general and administrative expense because it precludes Life from initiating litigation for a period of four years under its relevant patents for any alleged prior and future infringement by us, and because such preclusion relates to our equivalent future products. We recognized $0.3 million and $0.5 million of amortization expense during 2015 and 2014 , respectively. The patent licenses were fully amortized in 2015. In May 2011, we entered into an agreement with Caliper Life Sciences, Inc., which subsequently became a PerkinElmer company (Caliper), to license Caliper’s existing patent portfolio in certain fields, including non-invasive prenatal diagnostics, and obtained an option to extend this license to cover additional fields. Additional payments are due if we exercise our option to extend the license. Under this agreement, we made an up-front payment of $0.6 million and our obligation to pay royalties to Caliper commenced in January 2012. In August 2011, we entered into an amendment to the agreement with Caliper and made an additional up-front payment of $0.5 million . Pursuant to the amendment, the rates for royalties payable to Caliper were substantially reduced and the period for which we are obligated to make royalty payments was shortened, with the last payment due in mid-2018 for our existing products at the time of amendment and their future equivalents. If any of our future products are determined to infringe Caliper’s patents, the same reduced royalty rates will apply until the respective patents expire. The aggregate $1.1 million of payments to Caliper are being amortized to cost of product revenue on a straight-line basis through July 2018, when our royalty payment obligations are expected to terminate based upon our current products. We recognized $0.3 million in cost of product revenue during each year of 2016 , 2015 , and 2014 . Our future royalty payments are not expected to be material. Intangible assets include developed technology as a result of the DVS acquisition and other intangible assets included in the Other non-current assets. Intangible assets, net were as follows (in thousands): December 31, 2016 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (32,200 ) $ 79,800 10.0 years Patents and licenses 11,224 (4,533 ) 6,691 7.9 years Total intangible assets, net $ 123,224 $ (36,733 ) $ 86,491 December 31, 2015 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (21,000 ) $ 91,000 10.0 years Patents and licenses 11,224 (3,330 ) 7,894 7.9 years Total intangible assets, net $ 123,224 $ (24,330 ) $ 98,894 Based on the carrying value of intangible assets, net as of December 31, 2016 , the annual amortization expense for intangible assets, net is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2017 $ 12,390 2018 12,325 2019 12,234 2020 12,234 2021 12,079 Thereafter 25,229 Total $ 86,491 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 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. DVS develops, manufactures, markets, and sells high-parameter single-cell protein analysis systems and related reagents and data analysis tools. DVS’s principal market is the life sciences research market consisting of drug development companies, government research centers, and universities worldwide. The contractual price for the acquisition was $207.5 million , subject to certain adjustments as specified in the merger agreement. The measurement period for the acquisition ended February 12, 2015. The aggregate purchase price was $199.9 million , as detailed in the table below (in thousands): Estimated Fair Value Cash $ 126,048 Issued 1,759,007 shares of Fluidigm common stock (2) 76,805 Acquisition consideration paid at Acquisition Date 202,853 Accelerated stock compensation (1) (6,690 ) Estimated fair value of vested Fluidigm equivalent stock options (2) 4,039 Working capital adjustment (269 ) Aggregate purchase price $ 199,933 (1) As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. (2) In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million , of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. Approximately 885,000 shares of Fluidigm common stock, with a fair value of $ 38.6 million , representing 50.3030% of the shares otherwise payable to the former stockholders of DVS, were deposited into escrow (Escrowed Shares). These Escrowed Shares comprised a portion of the merger consideration and were 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 subject to 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. The results of DVS's operations have been included in the consolidated financial statements since the date of acquisition, including $20.7 million in revenue for the year ended December 31, 2014. Net Assets Acquired The transaction has been accounted for using the acquisition method of accounting which requires that assets acquired and liabilities assumed be recognized at their fair values as of the Acquisition Date. The following table summarizes the assets acquired and liabilities assumed as of the Acquisition Date (in thousands): Allocation of Purchase Price Cash and cash equivalents $ 8,405 Accounts receivable, net 7,698 Inventories 3,489 Prepaid expenses and other current assets 1,482 Property and equipment, net 1,202 Developed technology 112,000 Goodwill 104,108 Other non-current assets 88 Total assets acquired 238,472 Accounts payable (1,114 ) Accrued compensation and related benefits (761 ) Other accrued liabilities (1,204 ) Deferred revenue, current (1,844 ) Tax payable (45 ) Deferred tax liability (31,942 ) Deferred revenue, non-current (1,629 ) Net assets acquired $ 199,933 The $104.2 million of goodwill recognized as part of the transaction is attributable primarily to expected synergies and other benefits from the acquisition, including expansion of our addressable market from the single-cell genomics market to the larger single-cell biology market and the ability to leverage our larger global commercial sales organization and infrastructure to expand awareness of DVS's products and technology. Goodwill is not deductible for income tax purposes. The only change to goodwill between the Acquisition Date and December 31, 2014 was an adjustment of $0.1 million to the deferred taxes liability resulting from the final tax analysis during the measurement period. There were no changes in goodwill between December 31, 2015 and December 31, 2016. Goodwill is tested for impairment annually during the fourth quarter unless a triggering event requires an expedited analysis. During the fourth quarters of 2016 and 2015, we completed our annual impairment assessments and we concluded that goodwill was not impaired in any of these years. Acquisition Costs Acquisition-related expenses were $10.7 million in 2014 and primarily included accelerated vesting of certain DVS restricted stock and options, and consulting, legal, and investment banking fees. These costs are included within the acquisition-related expenses line of the consolidated statements of operations. No such costs were incurred in 2016 or 2015. Unaudited Pro Forma Results The unaudited financial information in the table below summarizes our results of operations combined with DVS's as though the companies were combined as of the beginning of each of the years presented. The unaudited pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting periods indicated nor is it indicative of future operating results. (in thousands) Year Ended December 31 2014 2013 Pro forma total revenue $ 120,245 $ 98,459 Pro forma net loss $ (55,249 ) $ (37,906 ) The unaudited pro forma financial information for the year ended December 31, 2014 includes adjustments related to stock-based compensation, amortization of developed technology, interest expense, and deferred tax liability of $1.4 million , $1.4 million , $1.0 million , and $371,000 , respectively, and includes non-recurring adjustments representing the total acquisition-related expenses discussed above. The unaudited pro forma financial information for the year ended December 31, 2013 includes adjustments related to stock-based compensation, amortization of developed technology, interest expense, and deferred tax liability of $9.2 million , $11.2 million , $5.8 million , and $3.0 million , respectively. |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following tables summarize our cash and available-for-sale securities that were measured at fair value by significant category within the fair value hierarchy (in thousands): December 31, 2016 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Long-Term Marketable Securities Assets: Cash $ 13,984 $ — $ — $ 13,984 $ 13,984 $ — $ — Available-for-sale: Level I: Money market funds 21,061 — — 21,061 21,061 — — Level II: U.S. government and agency securities 24,388 1 (4 ) 24,385 — 24,385 — Total $ 59,433 $ 1 $ (4 ) $ 59,430 $ 35,045 $ 24,385 $ — December 31, 2015 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Long-Term Marketable Securities Assets: Cash $ 17,889 $ — $ — $ 17,889 $ 17,889 $ — $ — Available-for-sale: Level I: Money market funds 11,228 — — 11,228 11,228 — — Level II: U.S. government and agency securities 72,420 — (72 ) 72,348 — 65,855 6,493 Total $ 101,537 $ — $ (72 ) $ 101,465 $ 29,117 $ 65,855 $ 6,493 The contractual maturity periods of $24.4 million of debt securities are within one year from December 31, 2016 . There were no transfers between Level I and Level II measurements during the year ended December 31, 2016, and there were no changes in the valuation techniques used. Based on an evaluation of securities that were in a loss position, we did not recognize any other-than-temporary impairment charges for the years ended December 31, 2016 , 2015 , and 2014 . None of our investments have been in a continuous loss position for more than 12 months. We concluded that the declines in market value of our available-for-sale securities investment portfolio were temporary in nature and did not consider any of our investments to be other-than-temporarily impaired. The estimated fair value of the 2.75% Convertible Notes is based on a market approach (See Note 7 for Convertible Notes). The estimated fair value was approximately $139.7 million and $118.8 million (par value $201.3 million ) as of December 31, 2016 and December 31, 2015 , respectively, and represents a Level II valuation. When determining the estimated fair value of our long-term debt, we used a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk. |
Balance Sheet Data
Balance Sheet Data | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Data | Balance Sheet Data Cash and Cash Equivalents Cash and cash equivalents consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, Cash and cash equivalents: 2016 2015 Cash $ 13,984 $ 17,889 Money market funds 21,061 11,228 Total $ 35,045 $ 29,117 Inventories Inventories consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, Inventories: 2016 2015 Raw materials $ 8,919 $ 6,829 Work-in-process 1,742 2,442 Finished goods 9,453 8,653 Total inventories, net $ 20,114 $ 17,924 Property and Equipment Property and equipment consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, Property and equipment: 2016 2015 Computer equipment and software $ 5,497 $ 5,048 Laboratory and manufacturing equipment 23,670 21,783 Leasehold improvements 8,747 5,875 Office furniture and fixtures 2,084 1,584 Property and equipment, gross 39,998 34,290 Less accumulated depreciation and amortization (24,084 ) (19,618 ) Construction-in-progress 611 586 Property and equipment, net $ 16,525 $ 15,258 Product Warranties Activity for our warranty accrual for the years ended December 31, 2016 and 2015 , which are included in other accrued liabilities, is summarized below (in thousands): Year Ended December 31, 2016 2015 Beginning balance $ 1,076 $ 1,178 Accrual for current period warranties 885 672 Warranty costs incurred (938 ) (774 ) Ending balance $ 1,023 $ 1,076 |
Convertible Notes
Convertible Notes | 12 Months Ended |
Dec. 31, 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 and the debt issuance costs of $1.1 million were recorded as offsets to the proceeds. 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 (now Fluidigm Sciences Inc.) (See Note 4). Interest expense related to the Notes was approximately $5.8 million , $5.8 million and $5.3 million during 2016 , 2015 and 2014, respectively. Accrued interest related to the Notes as of December 31, 2016 and 2015 were both $2.3 million , respectively, which were included in Other current liabilities. Approximately $5.5 million of interest under the Notes were paid for each year ended December 31, 2016 and 2015 , respectively. The carrying values of the components of the Notes are as follows (in thousands): December 31, 2016 2015 Principal amount of Notes $ 201,250 $ 201,250 Unamortized debt discount (5,330 ) (5,566 ) Unamortized debt issuance cost (969 ) (1,011 ) Net carrying value of convertible notes $ 194,951 $ 194,673 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We have entered into various long-term non-cancelable operating lease agreements for equipment and facilities expiring at various times through 2026. We also leased office space under non-cancelable leases in the United States, Canada, Singapore, Japan, China, France and United Kingdom, with various expiration dates through March 2026. Certain facility leases also contain rent escalation clauses. Our lease payments are expensed on a straight-line basis over the life of the leases. Rental expense under operating leases, net of amortization of lease incentive, totaled $6.3 million , $5.2 million , and $4.0 million for 2016, 2015, and 2014, respectively. Future minimum lease payments under non-cancelable operating leases as of December 31, 2016 are as follows (in thousands): Fiscal Year Minimum Lease Payments 2017 $ 4,285 2018 4,445 2019 4,769 2020 2,550 2021 1,379 Thereafter 2,605 Total $ 20,033 Other Commitments In the normal course of business, we enter into various contractual and legally binding purchase commitments. As of December 31, 2016 , these commitments through the next two years were approximately $4.2 million . Indemnifications From time to time, we have entered into indemnification provisions under certain of our agreements in the ordinary course of business, typically with business partners, customers, and suppliers. Pursuant to these agreements, we may indemnify, hold harmless, and agree to reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification provisions is generally perpetual from the time of the execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is typically not limited to a specific amount. In addition, we have entered into indemnification agreements with our officers, 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. Since October 2015, we have been incurring legal expenses in the defense of claims by Thermo Fisher Scientific, Inc., (Thermo) against one of our employees. On December 21, 2015, Thermo filed a complaint in the Circuit Court for the County of Kalamazoo of Michigan against one of its former employees who had recently been hired by us alleging, among other claims, misappropriation of proprietary information and breach of contractual and fiduciary obligations to Thermo while still an employee of Thermo. On November 23, 2016, Thermo amended its complaint to add us as a party to the litigation, making various commercial and employment-related claims and seeking damages and injunctive relief. Contingencies From time to time, we may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, we review the status of each matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we continue to reassess the potential liability related to pending claims and litigation and may revise estimates. As of December 31, 2016 , we had an aggregate legal contingency accrual based on our estimate of the probable losses before considering insurance proceeds, if any, and does not include an estimate for legal fees expected to be incurred in connection with the loss contingency. The amount of our legal contingency accrual was not material as of December 31, 2016 . |
Stock-Based Compensation
Stock-Based Compensation | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation 2011 Equity Incentive Plan On January 28, 2011, our board of directors adopted the 2011 Equity Incentive Plan (the 2011 Plan) under which incentive stock options, non-statutory stock options, restricted stock units (RSUs), stock appreciation rights, performance units, and performance shares may be granted to our employees, directors, and consultants. Incentive stock options and non-statutory stock options granted under the 2011 Plan have a term of no more than ten years from the date of grant and an exercise price of at least 100% of the fair market value of the underlying common stock on the date of grant. If a participant owns stock representing more than 10% of the voting power of all classes of our stock on the grant date, an incentive stock option awarded to the participant will have a term of no more than five years from the date of grant and an exercise price of at least 110% of the fair market value of the underlying common stock on the date of grant. Generally, outstanding options vest at a rate of either 25% on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months , or ratably each month over 48 months . We may grant options with different vesting terms from time to time. Our board of directors sets the terms, conditions, and restrictions related to the grant of restricted stock units, including the number of restricted stock units to grant. Our board of directors also sets vesting criteria and, depending on the extent to which the criteria are met, our board of directors will determine the number of restricted stock units to be paid out. In general, RSUs vest on a quarterly basis over a period of four years from the date of grant, provided that no shares will vest during the first year of employment, at the end of which the shares that would have vested during the year will vest and the remaining shares will vest over the remaining 12 quarters, subject to the employees' continued employment. The exercise price of any stock appreciation right shall be determined by our board of directors but will be no less than 100% of the fair market value of the underlying common stock on the date of grant. The stock appreciation rights expire upon the date determined by our board of directors but no later than ten years from the date of grant. Our board of directors sets the performance objectives and other vesting provisions in determining the number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved. As of December 31, 2016 , the 2011 Plan had a total of 6,431,215 awards authorized for issuance. 2009 Equity Incentive Plan and 1999 Stock Option Plan Our 2009 Equity Incentive Plan (the 2009 Plan) terminated on the date the 2011 Plan was adopted and the 1999 Stock Option Plan (the 1999 Plan) expired in 2009. Options granted or shares issued under the 2009 Plan and the 1999 Plan that were outstanding on the date the 2011 Plan became effective remained subject to the terms of their respective plans. Activity under the 2011 Plan, the 2009 Plan, and the 1999 Plan is as follows (in thousands, except per share amounts): Stock options : Outstanding Options Shares Available Number of Weighted-Average Balance at December 31, 2015 1,535 3,242 $ 20.45 Additional shares authorized 1,000 — — Options granted (978 ) 978 $ 7.44 Options exercised — (57 ) $ 4.04 Options canceled 603 (603 ) $ 23.53 Balance at December 31, 2016 2,160 3,560 $ 16.62 Restricted Stock units: Number of Nonvested and Outstanding Units Weighted-Average Balance at December 31, 2015 663 $ 32.48 RSUs granted 940 $ 7.06 RSUs vested (328 ) $ 24.71 RSUs canceled (210 ) $ 17.82 Balance at December 31, 2016 1,065 $ 15.31 We determine stock-based compensation expense using the Black-Scholes option-pricing model and the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected volatility 43.4 % 46.3 % 57.5 % Expected life 6.0 years 5.9 years 5.9 years Risk-free interest rate 1.4 % 1.8 % 1.5 % Dividend yield — — — Weighted-average fair value of options granted $ 3.19 $ 13.89 $ 9.80 Expected volatility is derived by combining data from our historical volatilities and historical volatilities of unrelated public companies within the life sciences industry. Each company’s historical volatility is weighted and combined to produce the single volatility factor used by us. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately equal to the option’s expected life. Given our limited history as a public company, we used the “simplified” method to estimate expected lives of options granted to the various employee groups. The “simplified” method calculates the expected life of an option as the average of the time-to-vesting and the contractual life of the options. Forfeitures were estimated based on an analysis of actual forfeitures. We periodically evaluate the adequacy of our forfeiture rate based on actual forfeiture experience, analysis of employee turnover, and other factors. Each of these inputs is subjective and generally requires significant judgment by us. Also required to compute the fair value calculation of options is the fair value of the underlying common stock. We grant stock options at exercise prices not less than the fair value of our common stock at the date of grant. The fair value of options granted is based on the closing price of our common stock on the date of grant as quoted on the NASDAQ Global Select Market. The fair value of RSUs granted to employees was estimated on the date of grant by multiplying the number of shares granted by the fair market value of our common stock on the grant date. Additional information regarding our stock options outstanding and exercisable as of December 31, 2016 is summarized in the following table: Options Outstanding Exercise Price Per Share Number of Shares Weighted-Average Remaining Contractual Life Options Exercisable (In Thousands) (In Years) (In Thousands) $0.64 - $4.76 148 3.1 147 $4.76 - $9.51 932 8.8 176 $9.52 - $14.27 340 7.1 203 $14.27 - $19.02 1,540 5.6 1,513 $19.03 - $23.78 71 7.8 64 $23.79 - $28.53 105 7.8 74 $28.54 - $33.29 27 6.7 21 $33.30 - $38.04 6 8.0 3 $38.05 - $42.80 186 7.9 95 $42.81 - $47.55 205 7.0 146 3,560 6.8 2,442 Options exercisable as of December 31, 2016 had a weighted-average remaining contractual life of 5.8 years, a weighted-average exercise price per share of $18.01 , and an aggregate intrinsic value of $0.6 million . Options outstanding that have vested as of December 31, 2016 or are expected to vest in the future are summarized as follows: Number of Weighted-Average Weighted- Aggregate (In Thousands) (In Years) (In Thousands) Vested 2,442 $ 18.01 5.8 $ 589 Expected to vest, net of estimated forfeitures 932 $ 13.24 9.1 354 Total vested and expected to vest, net of forfeitures 3,374 $ 16.69 6.7 $ 943 (1) Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2016 , which was $7.28 , and the exercise price of the options, multiplied by the number of in-the-money options. The total intrinsic value of options exercised during 2016 , 2015 , and 2014 was $0.3 million , $13.7 million , and $12.8 million , respectively. The total intrinsic value of RSUs vested and released during the year ended December 31, 2016 , 2015 and 2014 were approximately $2.4 million , $1.8 million and $1.4 million , respectively. The intrinsic value of vested and released RSUs is calculated by multiplying the fair market value of our common stock on the vesting date by the number of shares vested. As of December 31, 2016 , the number of RSUs outstanding and expected to vest was 883,570 , with a total intrinsic value of $6.4 million . The intrinsic value of the outstanding and expected to vest RSUs is calculated based on the market value of the Company's closing stock price as of December 30, 2016 of $7.28 , the last market trading day of 2016 . There were no stock-based compensation tax benefits recognized during 2016 , 2015 , or 2014 . Capitalized stock-based compensation costs were insignificant at December 31, 2016 , 2015 , and 2014 . As of December 31, 2016 , there was $15.8 million of total unrecognized compensation cost related to stock-based compensation arrangements that is expected to be recognized over an average period of 2.3 years. During 2016, we granted 184,050 and 87,620 performance-based stock options and performance-based restricted stock units (each, a “performance award”), respectively, 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 Company recognizes stock-based compensation expense over the vesting period of the performance awards when achievement of the performance criteria becomes probable. We did not recognize any expense related to these performance awards during 2016. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes Our loss before income taxes consists of the following (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (65,211 ) $ (46,757 ) $ (41,559 ) International (14,966 ) (8,033 ) (16,146 ) Loss before income taxes $ (80,177 ) $ (54,790 ) $ (57,705 ) Significant components of our benefit for income taxes are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ (30 ) $ — State (14 ) (14 ) (20 ) Foreign 286 (1,319 ) (254 ) Total current tax benefit (expense) 272 (1,363 ) (274 ) Deferred: State — — 2,042 Foreign 3,920 2,838 3,107 Total deferred benefit 3,920 2,838 5,149 Total benefit for income taxes $ 4,192 $ 1,475 $ 4,875 Reconciliation of income taxes at the statutory rate to the benefit from (provision for) income taxes recorded in the statements of operations is as follows: Year Ended December 31, 2016 2015 2014 Tax benefit at federal statutory rate 34.0 % 34.0 % 34.0 % State tax credit (expense), net of federal benefit 2.2 1.4 (1.5 ) Foreign tax expense (0.7 ) (1.9 ) (3.7 ) Change in valuation allowance (31.2 ) (28.6 ) (21.1 ) Federal research and development credit 1.3 2.6 2.7 Unrecognized tax benefit (1.3 ) (1.8 ) (0.7 ) Return to provision reconciliation 1.5 (1.2 ) — Other, net (0.6 ) (1.9 ) (1.2 ) Effective tax rate 5.2 % 2.6 % 8.5 % Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 123,913 $ 104,291 Reserves and accruals 4,281 2,922 Depreciation and amortization 712 548 Tax credit carryforwards 12,584 11,098 Stock-based compensation 7,057 7,185 Total gross deferred tax assets 148,547 126,044 Valuation allowance on deferred tax assets (146,285 ) (124,137 ) Total deferred tax assets, net of valuation allowance 2,262 1,907 Deferred tax liabilities: Fixed asset and intangibles (22,000 ) (25,565 ) Total deferred tax liabilities (22,000 ) (25,565 ) Net deferred tax liability $ (19,738 ) $ (23,658 ) We evaluate a number of factors to determine the realizability of our deferred tax assets. Recognition of deferred tax assets is appropriate when realization of these assets is more likely than not. Assessing the realizability of deferred tax assets is dependent upon several factors including historical financial results. The net deferred tax assets have been partially offset by a valuation allowance because we have incurred losses since our inception. The valuation allowance increased by $22.1 million and $14.0 million during 2016 and 2015, respectively. The change in valuation allowance is mainly due to a significant increase in the current year taxable loss and an increase in research development credits. The valuation allowances of $146.3 million and $124.1 million as of December 31, 2016 and 2015, respectively, primarily relate to temporary tax differences, net operating losses and research and development credits generated in the current and prior years. We believe it is more likely than not that U.S. federal, California, Japan and Singapore deferred tax assets relating to temporary differences, net operating losses and research and development credits are not realizable. As such, full valuation allowances have been applied against the deferred tax assets relating to jurisdictions of the federal U.S., the state of California, Japan and Singapore. A reconciliation of the beginning and ending amount of the valuation allowance for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Valuation Allowance December 31, 2013 $ 96,275 Charges to earnings — Charges to other accounts 13,892 December 31, 2014 110,167 Charges to earnings — Charges to other accounts 13,970 December 31, 2015 124,137 Charges to earnings — Charges to other accounts 22,148 December 31, 2016 $ 146,285 As of December 31, 2016 , we had net operating loss carryforwards for U.S. federal income tax purposes of $376.0 million , which expire in the years 2021 through 2037, and U.S. federal research and development tax credits of $7.9 million , which expire in the years 2021 through 2037. As of December 31, 2016 , we had net operating loss carryforwards for state income tax purposes of $186.4 million , which expire beginning in 2017 through 2037, and California research and development tax credits of $9.4 million , which do not expire. As of December 31, 2016 , we had foreign net operating loss carryforwards of $2.5 million , which expire in the years 2017 through 2037. On December 18, 2015, the Protecting Americans from Tax Hikes Act of 2015 was signed into law. This law establishes the permanency of U.S. research and development credits. We recorded approximately $0.5 million which was fully offset by a valuation allowance in the current year. Utilization of the net operating loss carryforwards and credits may be subject to a substantial annual limitation due to the ownership change limitations provided by Section 382 of the Internal Revenue Code of 1986, as amended, and similar state provisions. The annual limitation may result in the expiration of net operating losses and credits before utilization. In 2015, we completed a Section 382 analysis for the period from our inception in May 1999 through December 31, 2015, which excluded the net operating loss carryforwards for DVS prior to the acquisition, and determined that an ownership change as defined under Section 382 occurred in November 2001, which resulted in a reduction to our U.S. federal net operating losses by $1.2 million . In 2016, we performed a Section 382 analysis for the period from January 1, 2014 through December 31, 2016 and determined that an ownership change did not occur during such period. See Note 13 for a discussion of our Tax Benefit Preservation Plan. We have not provided for U.S. federal and state income taxes on any of our non-U.S. subsidiaries’ undistributed earnings as of December 31, 2016 , because such earnings are intended to be indefinitely reinvested. If we were to distribute such earnings of $2.7 million in the form of dividends or otherwise, we may be subject to withholding taxes of approximately $46,000 . However, since such subsidiaries’ earnings are permanently reinvested, no deferred tax liabilities were accrued for that amount as of December 31, 2016 . Effective January 1, 2010, we obtained approval for Pioneer Tax Status in Singapore. The Pioneer Tax Status allowed a full exemption from Singapore corporate tax related to contract manufacturing activities through the effective period subject to the achievement of certain milestones. Effective January 1, 2015, our Pioneer Tax Status was replaced by a Development and Expansion Incentive, or DEI, which provides a reduced tax rate of 5% for qualifying income in Singapore through 2019, if certain milestones are met. Due to the lower mix of genomics production activities, we expect that we will not be able to fulfill the DEI milestones. Due to available capital allowances, we have not benefited from the reduced tax rate through December 31, 2016 , and may not benefit from the incentive in future years if the incentive is withdrawn. Uncertain Tax Positions The aggregate changes in the balance of our gross unrecognized tax benefits during 2016 , 2015 , and 2014 were as follows (in thousands): December 31, 2013 $ 6,848 Increases in balances related to tax positions taken during current period 832 Decreases in balances related to tax position taken during prior period (8 ) December 31, 2014 7,672 Increases in balances related to tax positions taken during current period 1,049 Decreases in balances related to tax positions taken during prior period (59 ) December 31, 2015 8,662 Increases in balances related to tax positions taken during a prior period 46 Increases in balances related to tax positions taken during current period 1,673 Decreases in balances related to tax positions taken during prior period (1,048 ) December 31, 2016 $ 9,333 Accrued interest and penalties related to unrecognized tax benefits were included in the income tax provision and are immaterial as of December 31, 2016 and 2015 . As of December 31, 2016 , there are no unrecognized tax benefits that, if recognized, would affect our effective tax rate. We do not anticipate that our existing unrecognized tax benefits will significantly increase or decrease within the next 12 months . We file income tax returns in the United States, various states, and certain foreign jurisdictions. As a result of net operating loss carryforwards, all of our tax years are open to federal and state examination in the United States. Tax years from 2009 are open to examination in various foreign countries. |
Employee Benefit Plans
Employee Benefit Plans | 12 Months Ended |
Dec. 31, 2016 | |
Compensation and Retirement Disclosure [Abstract] | |
Employee Benefit Plans | Employee Benefit Plans We sponsor a 401(k) savings plan for our employees in the United States that stipulates that eligible employees may elect to contribute to the plan, subject to certain limitations, up to the lesser of 90% of eligible compensation or the maximum amount allowed by the U.S. Internal Revenue Service. In 2015, the Company implemented a match formula of 100% up to $2,000 annually, following a 4 -year vesting schedule. Employer matching contributions to the 401(k) plan for the year ended December 31, 2016 and 2015 was $0.6 million and $0.5 million , respectively. |
Information About Geographic Ar
Information About Geographic Areas | 12 Months Ended |
Dec. 31, 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 tools for the life science and Ag-Bio industries. Our chief executive officer manages our operations and evaluates our financial performance on a consolidated basis. For purposes of allocating resources and evaluating regional financial performance, our chief executive officer reviews separate sales information for the different regions of the world. Our general and administrative expenses and our research and development expenses are not allocated to any specific region. Most of our principal operations, other than manufacturing, and our decision-making functions are located at our corporate headquarters in the United States. The following table represents our total revenue by geographic area of our customers for each year presented (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 52,637 $ 55,404 $ 59,674 Europe 29,739 36,772 33,045 Asia-Pacific 18,478 16,967 19,810 Other 3,592 5,569 3,927 Total $ 104,446 $ 114,712 $ 116,456 Our license and grant revenue is primarily generated in the United States. We had long-lived assets consisting of property and equipment, net of accumulated depreciation, in the following geographic areas (in thousands) as of: December 31, 2016 2015 2014 United States $ 6,145 $ 6,123 $ 5,317 Singapore 6,830 8,014 7,624 Canada 3,503 1,065 837 Europe 43 47 75 Asia-Pacific 4 9 36 Total $ 16,525 $ 15,258 $ 13,889 Sales to customers in China represented 11% or $11.1 million , of total revenues for 2016. For the years ended December 31, 2015 and 2014, sales to China did not exceed 10%. |
Shareholders' Equity
Shareholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity On November 21, 2016, our board of directors adopted a Tax Benefit Preservation Plan, or the tax benefit preservation plan. In connection with the adoption of the tax benefit preservation plan, the board of directors authorized and declared a dividend distribution of one right, a Right, for each outstanding share of common stock of the Company to stockholders of record as of the close of business on December 1, 2016, or the Record Date. Each Right entitles the registered holder to purchase from the Company one one-thousandth of a share of Series A Participating Preferred Stock, par value $0.001 per share, or the Preferred Shares, of the Company at an exercise price of $35.00 per one one-thousandth of a Preferred Share, subject to adjustment. The complete terms of the Rights are set forth in the tax benefit preservation plan. The Company expects to submit the tax benefit preservation plan to a stockholder vote at the Company’s 2017 Annual Meeting of Stockholders. By adopting the tax benefit preservation plan, the board of directors is seeking to protect our ability to use our net operating losses, any loss or deduction attributable to a “net unrealized built-in loss” and other tax attributes, or the Tax Benefits. We view the Tax Benefits as highly valuable assets that are likely to inure to the benefit of us and our stockholders. However, if we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code, or the Code, our ability to use the Tax Benefits could be substantially limited, and the timing of the usage of the tax benefits could be substantially delayed, which could significantly impair the value of the Tax Benefits. Generally, an “ownership change” occurs if the percentage of our stock owned by one or more “five percent stockholders” increases by more than 50 percentage points over the lowest percentage of stock owned by such stockholders at any time during the prior three-year period or, if sooner, since the last “ownership change” experienced by us. the tax benefit preservation plan is intended to deter acquisitions of 4.99% or more of the outstanding shares of common stock by any person without the approval of the board of directors. This would protect the tax benefits because changes in ownership by a person owning less than 4.99% of the shares of common stock are not included in the calculation of “ownership change” for purposes of Section 382 of the Code. The Rights will expire on the earliest to occur of (i) 5:00 p.m., New York City time, on November 21, 2019 (unless such date is extended); (ii) the redemption or exchange of the Rights; (iii) following (a) the first annual meeting of the stockholders after the adoption of the tax benefit preservation plan if our stockholders do not approve the tax benefit preservation plan or (b) the first anniversary of the adoption of the tax benefit preservation plan if our stockholders have not otherwise approved the tax benefit preservation plan; (iv) the repeal of Section 382 of the Internal Revenue Code or any other change if our board of directors determines that the tax benefit preservation plan is no longer necessary or desirable for the preservation of our net operating losses; (v) the time at which we determine that the Tax Benefits associated with the net operating losses either are fully utilized or no longer available pursuant to Section 382 or that an ownership change pursuant to Section 382 would not adversely impact in any material respect the time period in which we could use the net operating losses or materially impair the amount of the net operating losses that could be used by us in any particular time period for applicable tax purposes; or (vi) a determination by our board of directors that the tax benefit preservation plan is no longer in our best interests and the best interest of our stockholders. |
Quarterly Results of Operations
Quarterly Results of Operations (Unaudited) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Results of Operations (Unaudited) | Quarterly Results of Operations (Unaudited) Selected quarterly results of operations for the years ended December 31, 2016 and 2015 are as follows (in thousands, except for per share amounts): 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 29,003 $ 28,168 $ 22,191 $ 25,084 Net loss $ (19,884 ) $ (18,617 ) $ (19,787 ) $ (17,697 ) Net loss per share, basic and diluted $ (0.69 ) $ (0.64 ) $ (0.68 ) $ (0.61 ) 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 26,729 $ 28,618 $ 28,643 $ 30,722 Net loss $ (15,931 ) $ (15,236 ) $ (9,269 ) $ (12,879 ) Net loss per share, basic and diluted $ (0.56 ) $ (0.53 ) $ (0.32 ) $ (0.45 ) |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events 2011 Equity Incentive Plan On January 1, 2017, 1,000,000 shares were added to the 2011 Plan share reserve pursuant to an “evergreen” provision contained in the 2011 Plan. Pursuant to such provision, on January 1 of each fiscal year beginning with the 2012 fiscal year, the number of shares available for issuance under the 2011 Plan is automatically increased in an amount equal to the least of (i) 1,000,000 shares of the Company’s common stock, (ii) four percent ( 4% ) of the number of shares of the Company’s common stock outstanding on December 31 of the preceding fiscal year, or (iii) such number of shares of the Company’s common stock determined by the board of directors. 2017 Inducement Award Plan On January 5, 2017, we adopted the Fluidigm Corporation 2017 Inducement Award Plan (the “Inducement Plan”) and reserved 2,000,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards, including non-statutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the Company’s 2011 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ Inducement Award exception. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules. |
SCHEDULE II-VALUATION AND QUALI
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNT AND RESERVE | 12 Months Ended |
Dec. 31, 2016 | |
Valuation and Qualifying Accounts [Abstract] | |
SCHEDULE II-VALUATION AND QUALIFYING ACCOUNT AND RESERVE | SCHEDULE II—VALUATION AND QUALIFYING ACCOUNTS AND RESERVES In thousands Balance at Beginning of Period Additions/ Charged to Expense Deductions Balance at End of Period Year ended December 31, 2016 Accounts receivable allowance $ 103 $ 484 $ (85 ) $ 502 Year ended December 31, 2015 Accounts receivable allowance $ 120 $ 23 $ (40 ) $ 103 Year ended December 31, 2014 Accounts receivable allowance $ 36 $ 103 $ (19 ) $ 120 In thousands Balance at Beginning of Period Additions/ Charged to Expense Deductions Balance at End of Period Year ended December 31, 2016 Warranty allowance $ 1,076 $ 885 $ (938 ) $ 1,023 Year ended December 31, 2015 Warranty allowance $ 1,178 $ 672 $ (774 ) $ 1,076 Year ended December 31, 2014 Warranty allowance $ 344 $ 2,089 $ (1,255 ) $ 1,178 |
Summary of Significant Accoun24
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Basis of Presentation and Consolidation | Basis of Presentation and Consolidation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly-owned subsidiaries. As of December 31, 2016, we had wholly-owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, the United Kingdom, China, and Germany. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. |
Use of Estimates | Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. Actual results could differ materially from these estimates and could have a material adverse effect on our consolidated financial statements. |
Foreign Currency | Foreign Currency Assets and liabilities of non-U.S. subsidiaries that use the local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive income/loss, a separate component of stockholders’ equity. Income and expense accounts are translated at monthly average exchange rates during the year. |
Cash and Cash Equivalents | Cash and Cash Equivalents We consider all highly liquid financial instruments with maturities at the time of purchase of three months or less to be cash equivalents. Cash and cash equivalents may consist of cash on deposit with banks, money market funds, and notes from government-sponsored agencies. |
Investments | Investments Short and long-term investments are comprised of notes from government-sponsored agencies. All investments are recorded at estimated fair value. Any unrealized gains and losses from investments are reported in accumulated other comprehensive loss, a separate component of stockholders’ equity. We evaluate our investments to assess whether investments with unrealized loss positions are other-than-temporarily impaired. An investment is considered to be other-than-temporarily impaired if the impairment is related to deterioration in credit risk or if it is likely that we will sell the securities before the recovery of their cost basis. No investment has been assessed as other than temporarily impaired, and realized gains and losses were immaterial during the years presented. The cost of securities sold or the amount reclassified out of accumulated other comprehensive income into earnings is based on the specific-identification method. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Our financial instruments consist primarily of cash and cash equivalents, investments, accounts receivable, accounts payable, and convertible notes. Our cash equivalents, investments, accounts receivable, and accounts payable have short maturity or payment periods. Accordingly, their carrying values approximated their fair values at December 31, 2016 and 2015 . The convertible notes are presented at their carrying value, with fair value disclosures made in Note 5. As a basis for considering fair value, we follow a three-tier value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level I: observable inputs such as quoted prices in active markets; Level II: inputs other than quoted prices in active markets that are observable either directly or indirectly; and Level III: unobservable inputs for which there is little or no market data, which requires us to develop our own assumptions. This hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our cash equivalents, which include money market funds, are classified as Level I because they are valued using quoted market prices. Our investments and convertible notes are generally classified as Level II because their value is based on valuations using significant inputs derived from or corroborated by observable market data. Depending on the security, the income and market approaches are used in the model driven valuations. Inputs of these models include recently executed transaction prices in securities of the issuer or comparable issuers and yield curves. |
Accounts Receivable | Accounts Receivable Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances of specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. We evaluate such allowances on a regular basis and adjust them as needed. |
Concentrations of Business and Credit Risk | Concentrations of Business and Credit Risk Financial instruments that potentially subject us to credit risk consist of cash, cash equivalents, investments, and accounts receivable. Our cash, cash equivalents, and investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and investments are financial instruments that potentially subject us to concentrations of risk. Under our investment policy, we invest primarily in securities issued by the U.S. government. The goals of our investment policy, in order of priority, are as follows: preserve capital, meet liquidity needs, and optimize returns. We generally do not require collateral to support credit sales. To reduce credit risk, we perform credit evaluations of our customers. No single customer represented more than 10% of total revenue for 2016 , 2015 , or 2014 , and no single customer represented more than 10% of total accounts receivable at December 31, 2016 , 2015 , or 2014 . Our products include components that are currently procured from a single source or a limited number of sources. We believe that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components. |
Inventories | Inventories Inventories are stated at the lower of cost (on a first-in, first-out basis) or market. Inventory costs include direct materials, direct labor, and normal manufacturing overhead. Finished goods that are used for research and development are expensed as consumed or depreciated over their period of use. Provisions for slow-moving, excess, and obsolete inventories are recorded when required to reduce inventory values to their estimated net realizable values based on product life cycle, development plans, product expiration, and quality issues. |
Property and Equipment and Long-Lived Assets | Property and Equipment and Long-Lived Assets Property and equipment, including leasehold improvements, are stated at cost less accumulated depreciation. Accumulated depreciation is calculated using the straight-line method over the estimated useful lives of the assets, which range from three to seven years. Leasehold improvements are amortized using the straight-line method over the estimated useful lives of the assets or the remaining term of the lease, whichever is shorter. Depreciation expense for the years ended December 31, 2016, 2015 and 2014 was $5.1 million , $3.6 million and $3.0 million , respectively. We evaluate our long-lived assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected long-lived assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment of long-lived assets for any of the periods presented herein. |
Intangible Assets | Intangible Assets Our intangible assets include developed technology, patents and licenses. We evaluate our intangible assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. We did not recognize any impairment on intangible assets for any of the periods presented herein. |
Product Warranties | Product Warranties We generally provide a one -year warranty on our instruments. We accrue for estimated warranty obligations at the time of product shipment. We periodically review our warranty liability and record adjustments based on the terms of warranties provided to customers, and historical and anticipated warranty claim experience. This expense is recorded as a component of cost of product revenue in the consolidated statements of operations. |
Revenue Recognition | Revenue Recognition We generate revenue from sales of our products, services, license agreements, and government grants. Our products consist of instruments and consumables, including IFCs, assays, and reagents. Our service revenue consists of post-warranty service contracts, preventive maintenance plans, instrument parts, installation, and training. We recognize revenue when persuasive evidence of an arrangement exists, delivery has occurred or services have been rendered, the price to the customer is fixed or determinable, and collectability is reasonably assured. We assess collectability based on factors such as the customer’s creditworthiness and past collection history, if applicable. If collection is not reasonably assured, revenue recognition is deferred until receipt of payment. We also assess whether a price is fixed or determinable by, among other things, reviewing contractual terms and conditions related to payment. Delivery occurs when there is a transfer of title and risk of loss passes to the customer. Revenue excludes taxes collected from our customers. Product and Service Revenue Certain of our sales contracts involve the delivery of multiple products and services within contractually binding arrangements. Multiple-deliverable sales transactions typically consist of the sale and delivery of one or more instruments and consumables together with one or more of our installation, training and/or customer support services. Significant judgment is sometimes required to determine the appropriate accounting for such arrangements, including whether the deliverables specified in a multiple element arrangement should be treated as separate units of accounting for revenue recognition purposes and, if so, how the related sales price should be allocated among the elements, when to recognize revenue for each element, and the period over which revenue should be recognized. For sales contracts that include multiple deliverables, we allocate the contract consideration at the inception of the contract to each unit of accounting based upon its relative selling price. We may use our best estimate of selling price for individual deliverables when vendor specific objective evidence or third-party evidence is unavailable. A delivered item is considered to be a separate unit of accounting when it has value to the customer on a stand-alone basis. Our products, other than service contracts, are typically delivered within a short time frame, generally within one to three months of the contract date. Service contracts are entered into for terms of one to three years, following the expiration of the warranty period. Our products are generally sold without the right of return. Amounts received before revenue recognition criteria are met are classified in the consolidated balance sheets as deferred revenue or customer deposits, depending on the terms of the arrangement. License Revenue License and royalty revenue from license agreements is recognized when received, which is generally in the quarter following the quarter in which the corresponding sales occur. Grant Revenue We have received grants from various governmental entities for research and related activities. Grants provide us with payments for certain types of research and development activities performed over a contractually defined period. Grant revenue is recognized in the period during which the related costs are incurred, provided that the conditions under which the grants were provided have been met and we have only perfunctory obligations outstanding. Amounts received in advance of revenue recognition are classified as deferred revenue in the consolidated balance sheets. Costs associated with grants are included in research and development expenses in the consolidated statements of operations. |
Shipping and Handling Costs | Shipping and Handling Costs Shipping and handling costs incurred for product shipments are included within cost of product revenue in the consolidated statements of operations. |
Research and Development | Research and Development We recognize research and development expenses in the period incurred. Research and development expenses consist of personnel costs, independent contractor costs, prototype and materials expenses, allocated facilities and information technology expenses, and related overhead expenses. |
Advertising Costs | Advertising Costs We expense advertising costs as incurred. |
Income Taxes | Income Taxes We use the asset and liability method to account for income taxes. Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. Valuation allowances are provided when the expected realization of deferred tax assets does not meet a “more likely than not” criterion. We make estimates and judgments about our future taxable income that are based on assumptions that are consistent with our plans and estimates. Should the actual amounts differ from our estimates, the amount of our valuation allowance could be materially impacted. Changes in these estimates may result in significant increases or decreases to our tax provision in a period in which such estimates are changed, which in turn would affect net income or loss. We recognize the financial statement effects of a tax position when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. Any interest and penalties related to uncertain tax positions are reflected in the income tax provision. |
Stock-Based Compensation | Stock-Based Compensation We account for stock options and restricted stock units granted to employees and directors based on the fair value of the awards. We recognize stock-based compensation expense on a straight-line basis over the requisite service periods. For performance-based stock awards, stock-based compensation expense is recognized over the requisite service period when the achievement of each individual performance goal becomes probable. |
Comprehensive Loss | Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the consolidated statements of comprehensive loss. |
Business Combinations | Business Combinations Assets acquired and liabilities assumed as part of a business combination are generally recorded at their fair values at the date of acquisition. The excess of purchase price over the fair value of assets acquired and liabilities assumed is recorded as goodwill. Determining fair value of identifiable assets, particularly intangibles, and liabilities acquired requires management to make estimates, which are based on all available information and, in some cases, assumptions with respect to the timing and amount of future revenues and expenses associated with an asset. Accounting for business acquisitions requires management to make judgments as to whether a purchase transaction is a multiple element contract, meaning that it includes other transaction components such as a settlement of a preexisting relationship. This judgment and determination affects the amount of consideration paid that is allocable to assets and liabilities acquired in the business purchase transaction. |
Long-lived Assets, including Goodwill | Long-lived Assets, including Goodwill Goodwill and intangible assets with indefinite lives are not subject to amortization, but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. We first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we then conduct a two-step test for impairment of goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. If the fair value of our reporting unit exceeds its carrying value, goodwill is not considered impaired and no further analysis is required. If the carrying values of the reporting unit exceed its fair value, then the second step of the impairment test must be performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. We evaluate our finite lived intangible assets for indicators of possible impairment when events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible asset by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. |
Net Loss per Share | Net Loss per Share Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Restricted stock units and options to purchase our common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (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 provides narrow scope improvements and practical expedients related to ASU 2014-09. The improvements address completed contracts and contract modifications at transition, non-cash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectability 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, with early adoption permitted. While we have not completed our assessment of the new revenue recognition standard, we currently expect that this new standard will not have a material impact on our consolidated financial statements. We expect to adopt ASU 2014-09 in the first quarter of 2018. 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. ASU 2015-03 was effective for our interim and annual financial statements beginning in the first quarter of 2016. We applied this guidance in our financial statements commencing the first quarter of 2016. Unamortized debt issuance costs of $1.0 million as of December 31, 2015 were reclassified from other non-current assets to a deduction from Convertible Notes, net in the consolidated balance sheets. 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 or 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. It will be effective for our interim and annual financial statements beginning in the first quarter of 2017 and early adoption is permitted. We will adopt this standard in the first quarter of 2017. The adoption of this standard is not expected to have a material impact on our consolidated financial statements. In November 2015, the FASB issued ASU 2015-17 Income Taxes (Topic 740), 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 elected to early adopt this guidance in the fourth quarter of 2016 on a prospective basis. Prior periods were not retrospectively adjusted. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). This ASU requires 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 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU 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 will adopt this standard in the first quarter of 2017 by recording the cumulative impact of applying this guidance to retained earnings, which is not expected to be material. We will also elect to account for forfeitures as they occur, as permitted by ASU 2016-09. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force, amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. ASU 2016-18 will be effective for our fiscal year beginning after January 1, 2018, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying The Test for Goodwill Impairment. The new guidance intends to simplify the subsequent measurement of goodwill. The ASU eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The ASU will be effective for annual and interim goodwill impairment testing performed for our fiscal year beginning January 1, 2020, with early adoption permitted. We are currently evaluating the adoption of this ASU and cannot estimate the financial statement impact of adoption. There have been no other changes in accounting standards issued by the FASB during the year ended December 31, 2016 that are expected to have a material impact on our financial position, results of operations or cash flows. |
Summary of Significant Accoun25
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Components of accumulated other comprehensive loss | The components of accumulated other comprehensive loss, net of tax, for the years ended December 31, 2016 , 2015 , and 2014 are as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Investments Accumulated Other Comprehensive Income (Loss) Beginning balance at December 31, 2014 $ (745 ) $ (49 ) $ (794 ) Change during the year (327 ) (23 ) (350 ) Ending balance at December 31, 2015 (1,072 ) (72 ) (1,144 ) Change during the year 314 70 384 Ending balance at December 31, 2016 $ (758 ) $ (2 ) $ (760 ) |
Summary of potential common shares excluded from computations of net loss per share attributed to common stockholders | The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands): At December 31, 2016 2015 2014 Stock options, restricted stock units and performance awards 4,622 3,905 3,736 Convertible notes 3,598 3,598 3,598 Total 8,220 7,503 7,334 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Intangible Assets, Net (Excluding Goodwill) [Abstract] | |
Schedule of finite-lived intangible assets | Intangible assets include developed technology as a result of the DVS acquisition and other intangible assets included in the Other non-current assets. Intangible assets, net were as follows (in thousands): December 31, 2016 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (32,200 ) $ 79,800 10.0 years Patents and licenses 11,224 (4,533 ) 6,691 7.9 years Total intangible assets, net $ 123,224 $ (36,733 ) $ 86,491 December 31, 2015 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (21,000 ) $ 91,000 10.0 years Patents and licenses 11,224 (3,330 ) 7,894 7.9 years Total intangible assets, net $ 123,224 $ (24,330 ) $ 98,894 |
Estimated future intangible asset amortization expense | Based on the carrying value of intangible assets, net as of December 31, 2016 , the annual amortization expense for intangible assets, net is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2017 $ 12,390 2018 12,325 2019 12,234 2020 12,234 2021 12,079 Thereafter 25,229 Total $ 86,491 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Business Combinations [Abstract] | |
Schedule of consideration transferred | The aggregate purchase price was $199.9 million , as detailed in the table below (in thousands): Estimated Fair Value Cash $ 126,048 Issued 1,759,007 shares of Fluidigm common stock (2) 76,805 Acquisition consideration paid at Acquisition Date 202,853 Accelerated stock compensation (1) (6,690 ) Estimated fair value of vested Fluidigm equivalent stock options (2) 4,039 Working capital adjustment (269 ) Aggregate purchase price $ 199,933 (1) As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. (2) In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million , of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. |
Schedule of consideration transferred and assets acquired and liabilities assumed | The following table summarizes the assets acquired and liabilities assumed as of the Acquisition Date (in thousands): Allocation of Purchase Price Cash and cash equivalents $ 8,405 Accounts receivable, net 7,698 Inventories 3,489 Prepaid expenses and other current assets 1,482 Property and equipment, net 1,202 Developed technology 112,000 Goodwill 104,108 Other non-current assets 88 Total assets acquired 238,472 Accounts payable (1,114 ) Accrued compensation and related benefits (761 ) Other accrued liabilities (1,204 ) Deferred revenue, current (1,844 ) Tax payable (45 ) Deferred tax liability (31,942 ) Deferred revenue, non-current (1,629 ) Net assets acquired $ 199,933 |
Business combination, pro forma information | The unaudited pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting periods indicated nor is it indicative of future operating results. (in thousands) Year Ended December 31 2014 2013 Pro forma total revenue $ 120,245 $ 98,459 Pro forma net loss $ (55,249 ) $ (37,906 ) |
Fair Value of Financial Instr28
Fair Value of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Fair Value Disclosures [Abstract] | |
Schedule of fair value measurements | The following tables summarize our cash and available-for-sale securities that were measured at fair value by significant category within the fair value hierarchy (in thousands): December 31, 2016 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Long-Term Marketable Securities Assets: Cash $ 13,984 $ — $ — $ 13,984 $ 13,984 $ — $ — Available-for-sale: Level I: Money market funds 21,061 — — 21,061 21,061 — — Level II: U.S. government and agency securities 24,388 1 (4 ) 24,385 — 24,385 — Total $ 59,433 $ 1 $ (4 ) $ 59,430 $ 35,045 $ 24,385 $ — December 31, 2015 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Long-Term Marketable Securities Assets: Cash $ 17,889 $ — $ — $ 17,889 $ 17,889 $ — $ — Available-for-sale: Level I: Money market funds 11,228 — — 11,228 11,228 — — Level II: U.S. government and agency securities 72,420 — (72 ) 72,348 — 65,855 6,493 Total $ 101,537 $ — $ (72 ) $ 101,465 $ 29,117 $ 65,855 $ 6,493 |
Balance Sheet Data (Tables)
Balance Sheet Data (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Balance Sheet Related Disclosures [Abstract] | |
Summary of cash and cash equivalents | Cash and cash equivalents consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, Cash and cash equivalents: 2016 2015 Cash $ 13,984 $ 17,889 Money market funds 21,061 11,228 Total $ 35,045 $ 29,117 |
Inventories | Inventories consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, Inventories: 2016 2015 Raw materials $ 8,919 $ 6,829 Work-in-process 1,742 2,442 Finished goods 9,453 8,653 Total inventories, net $ 20,114 $ 17,924 |
Property and equipment | Property and equipment consisted of the following as of December 31, 2016 and 2015 (in thousands): December 31, Property and equipment: 2016 2015 Computer equipment and software $ 5,497 $ 5,048 Laboratory and manufacturing equipment 23,670 21,783 Leasehold improvements 8,747 5,875 Office furniture and fixtures 2,084 1,584 Property and equipment, gross 39,998 34,290 Less accumulated depreciation and amortization (24,084 ) (19,618 ) Construction-in-progress 611 586 Property and equipment, net $ 16,525 $ 15,258 |
Activity of warranty accrual | Activity for our warranty accrual for the years ended December 31, 2016 and 2015 , which are included in other accrued liabilities, is summarized below (in thousands): Year Ended December 31, 2016 2015 Beginning balance $ 1,076 $ 1,178 Accrual for current period warranties 885 672 Warranty costs incurred (938 ) (774 ) Ending balance $ 1,023 $ 1,076 |
Convertible Notes (Tables)
Convertible Notes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The carrying values of the components of the Notes are as follows (in thousands): December 31, 2016 2015 Principal amount of Notes $ 201,250 $ 201,250 Unamortized debt discount (5,330 ) (5,566 ) Unamortized debt issuance cost (969 ) (1,011 ) Net carrying value of convertible notes $ 194,951 $ 194,673 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future minimum lease payments under non-cancelable operating leases | Future minimum lease payments under non-cancelable operating leases as of December 31, 2016 are as follows (in thousands): Fiscal Year Minimum Lease Payments 2017 $ 4,285 2018 4,445 2019 4,769 2020 2,550 2021 1,379 Thereafter 2,605 Total $ 20,033 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Activity under 2011 Plan, 2009 Plan, and 1999 Plan | Activity under the 2011 Plan, the 2009 Plan, and the 1999 Plan is as follows (in thousands, except per share amounts): Stock options : Outstanding Options Shares Available Number of Weighted-Average Balance at December 31, 2015 1,535 3,242 $ 20.45 Additional shares authorized 1,000 — — Options granted (978 ) 978 $ 7.44 Options exercised — (57 ) $ 4.04 Options canceled 603 (603 ) $ 23.53 Balance at December 31, 2016 2,160 3,560 $ 16.62 |
Schedule of nonvested restricted stock units activity | Restricted Stock units: Number of Nonvested and Outstanding Units Weighted-Average Balance at December 31, 2015 663 $ 32.48 RSUs granted 940 $ 7.06 RSUs vested (328 ) $ 24.71 RSUs canceled (210 ) $ 17.82 Balance at December 31, 2016 1,065 $ 15.31 |
Stock-based compensation expense determined using Black-Scholes option-pricing model and weighted-average assumptions | We determine stock-based compensation expense using the Black-Scholes option-pricing model and the following weighted-average assumptions: Year Ended December 31, 2016 2015 2014 Expected volatility 43.4 % 46.3 % 57.5 % Expected life 6.0 years 5.9 years 5.9 years Risk-free interest rate 1.4 % 1.8 % 1.5 % Dividend yield — — — Weighted-average fair value of options granted $ 3.19 $ 13.89 $ 9.80 |
Additional information regarding stock options outstanding and exercisable | Additional information regarding our stock options outstanding and exercisable as of December 31, 2016 is summarized in the following table: Options Outstanding Exercise Price Per Share Number of Shares Weighted-Average Remaining Contractual Life Options Exercisable (In Thousands) (In Years) (In Thousands) $0.64 - $4.76 148 3.1 147 $4.76 - $9.51 932 8.8 176 $9.52 - $14.27 340 7.1 203 $14.27 - $19.02 1,540 5.6 1,513 $19.03 - $23.78 71 7.8 64 $23.79 - $28.53 105 7.8 74 $28.54 - $33.29 27 6.7 21 $33.30 - $38.04 6 8.0 3 $38.05 - $42.80 186 7.9 95 $42.81 - $47.55 205 7.0 146 3,560 6.8 2,442 |
Options outstanding vested or expected to vest, net of forfeitures | Options outstanding that have vested as of December 31, 2016 or are expected to vest in the future are summarized as follows: Number of Weighted-Average Weighted- Aggregate (In Thousands) (In Years) (In Thousands) Vested 2,442 $ 18.01 5.8 $ 589 Expected to vest, net of estimated forfeitures 932 $ 13.24 9.1 354 Total vested and expected to vest, net of forfeitures 3,374 $ 16.69 6.7 $ 943 (1) Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2016 , which was $7.28 , and the exercise price of the options, multiplied by the number of in-the-money options. |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Loss before income taxes | Our loss before income taxes consists of the following (in thousands): Year Ended December 31, 2016 2015 2014 Domestic $ (65,211 ) $ (46,757 ) $ (41,559 ) International (14,966 ) (8,033 ) (16,146 ) Loss before income taxes $ (80,177 ) $ (54,790 ) $ (57,705 ) |
Significant components of provision for income taxes | Significant components of our benefit for income taxes are as follows (in thousands): Year Ended December 31, 2016 2015 2014 Current: Federal $ — $ (30 ) $ — State (14 ) (14 ) (20 ) Foreign 286 (1,319 ) (254 ) Total current tax benefit (expense) 272 (1,363 ) (274 ) Deferred: State — — 2,042 Foreign 3,920 2,838 3,107 Total deferred benefit 3,920 2,838 5,149 Total benefit for income taxes $ 4,192 $ 1,475 $ 4,875 |
Reconciliation of income taxes at statutory rate to (provision for)/benefit from income taxes recorded in statements of operations | Reconciliation of income taxes at the statutory rate to the benefit from (provision for) income taxes recorded in the statements of operations is as follows: Year Ended December 31, 2016 2015 2014 Tax benefit at federal statutory rate 34.0 % 34.0 % 34.0 % State tax credit (expense), net of federal benefit 2.2 1.4 (1.5 ) Foreign tax expense (0.7 ) (1.9 ) (3.7 ) Change in valuation allowance (31.2 ) (28.6 ) (21.1 ) Federal research and development credit 1.3 2.6 2.7 Unrecognized tax benefit (1.3 ) (1.8 ) (0.7 ) Return to provision reconciliation 1.5 (1.2 ) — Other, net (0.6 ) (1.9 ) (1.2 ) Effective tax rate 5.2 % 2.6 % 8.5 % |
Significant components of deferred tax assets and liabilities | Significant components of our deferred tax assets and liabilities are as follows (in thousands): December 31, 2016 2015 Deferred tax assets: Net operating loss carryforwards $ 123,913 $ 104,291 Reserves and accruals 4,281 2,922 Depreciation and amortization 712 548 Tax credit carryforwards 12,584 11,098 Stock-based compensation 7,057 7,185 Total gross deferred tax assets 148,547 126,044 Valuation allowance on deferred tax assets (146,285 ) (124,137 ) Total deferred tax assets, net of valuation allowance 2,262 1,907 Deferred tax liabilities: Fixed asset and intangibles (22,000 ) (25,565 ) Total deferred tax liabilities (22,000 ) (25,565 ) Net deferred tax liability $ (19,738 ) $ (23,658 ) |
Summary of valuation allowance | A reconciliation of the beginning and ending amount of the valuation allowance for the years ended December 31, 2016, 2015 and 2014 is as follows (in thousands): Valuation Allowance December 31, 2013 $ 96,275 Charges to earnings — Charges to other accounts 13,892 December 31, 2014 110,167 Charges to earnings — Charges to other accounts 13,970 December 31, 2015 124,137 Charges to earnings — Charges to other accounts 22,148 December 31, 2016 $ 146,285 |
Aggregate changes in balance of gross unrecognized tax benefits | The aggregate changes in the balance of our gross unrecognized tax benefits during 2016 , 2015 , and 2014 were as follows (in thousands): December 31, 2013 $ 6,848 Increases in balances related to tax positions taken during current period 832 Decreases in balances related to tax position taken during prior period (8 ) December 31, 2014 7,672 Increases in balances related to tax positions taken during current period 1,049 Decreases in balances related to tax positions taken during prior period (59 ) December 31, 2015 8,662 Increases in balances related to tax positions taken during a prior period 46 Increases in balances related to tax positions taken during current period 1,673 Decreases in balances related to tax positions taken during prior period (1,048 ) December 31, 2016 $ 9,333 |
Information About Geographic 34
Information About Geographic Areas (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Segment Reporting [Abstract] | |
Product revenue by geography based on billing address of customers | The following table represents our total revenue by geographic area of our customers for each year presented (in thousands): Year Ended December 31, 2016 2015 2014 United States $ 52,637 $ 55,404 $ 59,674 Europe 29,739 36,772 33,045 Asia-Pacific 18,478 16,967 19,810 Other 3,592 5,569 3,927 Total $ 104,446 $ 114,712 $ 116,456 |
Net long-lived assets consisting of property and equipment in different geographic areas | We had long-lived assets consisting of property and equipment, net of accumulated depreciation, in the following geographic areas (in thousands) as of: December 31, 2016 2015 2014 United States $ 6,145 $ 6,123 $ 5,317 Singapore 6,830 8,014 7,624 Canada 3,503 1,065 837 Europe 43 47 75 Asia-Pacific 4 9 36 Total $ 16,525 $ 15,258 $ 13,889 |
Quarterly Results of Operatio35
Quarterly Results of Operations (Unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly results of operations | Selected quarterly results of operations for the years ended December 31, 2016 and 2015 are as follows (in thousands, except for per share amounts): 2016 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 29,003 $ 28,168 $ 22,191 $ 25,084 Net loss $ (19,884 ) $ (18,617 ) $ (19,787 ) $ (17,697 ) Net loss per share, basic and diluted $ (0.69 ) $ (0.64 ) $ (0.68 ) $ (0.61 ) 2015 First Quarter Second Quarter Third Quarter Fourth Quarter Total revenue $ 26,729 $ 28,618 $ 28,643 $ 30,722 Net loss $ (15,931 ) $ (15,236 ) $ (9,269 ) $ (12,879 ) Net loss per share, basic and diluted $ (0.56 ) $ (0.53 ) $ (0.32 ) $ (0.45 ) |
Description of Business (Detail
Description of Business (Details) - USD ($) $ in Thousands | Feb. 13, 2014 | Dec. 31, 2016 |
Business Acquisition [Line Items] | ||
Incorporation of the company | 1999-05 | |
Reincorporation of the company | 2007-07 | |
DVS Sciences, Inc. | ||
Business Acquisition [Line Items] | ||
Total consideration transferred in a business combination | $ 199,933 |
Summary of Significant Accoun37
Summary of Significant Accounting Policies - Narrative (Details) - USD ($) | 1 Months Ended | 12 Months Ended | ||||
Jan. 31, 2016 | Mar. 31, 2013 | Feb. 28, 2013 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Depreciation | $ 5,100,000 | $ 3,600,000 | $ 3,000,000 | |||
Impairment of long-lived assets | 0 | 0 | 0 | |||
Proceeds from sale of investment in Verinata | 2,330,000 | 0 | 332,000 | |||
Gain from sale of investment in Verinata | $ 0 | 2,330,000 | 332,000 | |||
Product warranty term | 1 year | |||||
Advertising costs incurred | $ 2,300,000 | 2,900,000 | 4,200,000 | |||
Cost-method Investments | Verinata | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Total agreed amount on acquisition | $ 350,000,000 | |||||
Total payment to all Verinata investors on achievement of milestone | $ 100,000,000 | |||||
Proceeds from sale of investment in Verinata | $ 3,100,000 | |||||
Gain from sale of investment in Verinata | $ 1,800,000 | $ 300,000 | ||||
Expected milestone receivable | 2,300,000 | |||||
Minimum | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment, estimated useful lives | 3 years | |||||
Product contracts delivery period | 1 month | |||||
Service contracts delivery period | 1 year | |||||
Maximum | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Property and equipment, estimated useful lives | 7 years | |||||
Product contracts delivery period | 3 months | |||||
Service contracts delivery period | 3 years | |||||
Other Noncurrent Assets | Accounting Standards Update 2015-03 | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Unamortized debt issuance cost | 1,000,000 | |||||
Long-term Debt | Accounting Standards Update 2015-03 | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Unamortized debt issuance cost | $ (1,000,000) | |||||
Other Assets | Cost-method Investments | Verinata | ||||||
Schedule Of Significant Accounting Policies [Line Items] | ||||||
Proceeds from contingent milestone payments for shareholders in cost method investment | $ 2,300,000 |
Summary of Significant Accoun38
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive loss, beginning balance | $ (1,144) | ||
Change during the year | 384 | $ (350) | $ (64) |
Accumulated other comprehensive loss, Ending balance | (760) | (1,144) | |
Foreign Currency Translation Adjustment | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive loss, beginning balance | (1,072) | (745) | |
Change during the year | 314 | (327) | |
Accumulated other comprehensive loss, Ending balance | (758) | (1,072) | (745) |
Unrealized Gain (Loss) on Investments | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive loss, beginning balance | (72) | (49) | |
Change during the year | 70 | (23) | |
Accumulated other comprehensive loss, Ending balance | (2) | (72) | (49) |
Accumulated Other Comprehensive Income (Loss) | |||
AOCI Attributable to Parent, Net of Tax [Roll Forward] | |||
Accumulated other comprehensive loss, beginning balance | (1,144) | (794) | |
Change during the year | 384 | (350) | (64) |
Accumulated other comprehensive loss, Ending balance | $ (760) | $ (1,144) | $ (794) |
Summary of Significant Accoun39
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 | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computations of net loss per share | 8,220 | 7,503 | 7,334 |
Stock options, restricted stock units and performance awards | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computations of net loss per share | 4,622 | 3,905 | 3,736 |
Convertible notes | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | |||
Anti-dilutive securities excluded from computations of net loss per share | 3,598 | 3,598 | 3,598 |
Intangible Assets, net - Narra
Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | Nov. 04, 2015 | Jun. 28, 2013 | Jun. 30, 2011 | Feb. 28, 2014 | Jan. 31, 2012 | Aug. 31, 2011 | Jul. 31, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Amortization of intangible assets | $ 11,200 | $ 11,200 | $ 9,800 | |||||||
Payments to acquire intangible assets | 0 | 6,670 | 0 | |||||||
Payment for license upfront fees | $ 600 | $ 500 | ||||||||
Payments for amortized to cost of product revenue | 1,100 | |||||||||
Cost of product revenue recognized | 300 | 300 | 300 | |||||||
Developed technology | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Amortization of intangible assets | $ 11,200 | 11,200 | 9,800 | |||||||
Licensing Agreements | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Useful life in years | 4 years | |||||||||
Amortization of intangible assets | 300 | 500 | ||||||||
Litigation settlement expense | $ 3,000 | |||||||||
Exercised our option and paid life | $ 2,000 | |||||||||
Licensing Agreements | Minimum | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Patent litigation | 2 years | |||||||||
Licensing Agreements | Maximum | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Patent litigation | 4 years | |||||||||
Period in which Life may not initiate patents litigation | 4 years | |||||||||
DVS Sciences, Inc. | Developed technology | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Estimated fair value of intangible assets acquired | $ 112,000 | |||||||||
Useful life in years | 10 years | |||||||||
Helicos Biosciences Corporation | Patents | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Useful life in years | 10 years | |||||||||
Amortization of intangible assets | $ 127 | 127 | $ 127 | |||||||
Payments to acquire intangible assets | $ 1,000 | |||||||||
Transaction costs | $ 300 | |||||||||
PerkinElmer | Patents | ||||||||||
Finite-Lived Intangible Assets [Line Items] | ||||||||||
Amortization of intangible assets | $ 900 | $ 100 | ||||||||
Payments to acquire intangible assets | $ 6,500 |
Intangible Assets, net - Sched
Intangible Assets, net - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 123,224 | $ 123,224 |
Accumulated Amortization | (36,733) | (24,330) |
Net | 86,491 | 98,894 |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 112,000 | 112,000 |
Accumulated Amortization | (32,200) | (21,000) |
Net | $ 79,800 | $ 91,000 |
Weighted-Average Amortization Period | 10 years | 10 years |
Patents and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 11,224 | $ 11,224 |
Accumulated Amortization | (4,533) | (3,330) |
Net | $ 6,691 | $ 7,894 |
Weighted-Average Amortization Period | 7 years 10 months 24 days | 7 years 10 months 24 days |
Intangible Assets, net - Futur
Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2,017 | $ 12,390 | |
2,018 | 12,325 | |
2,019 | 12,234 | |
2,020 | 12,234 | |
2,021 | 12,079 | |
Thereafter | 25,229 | |
Net | $ 86,491 | $ 98,894 |
Acquisition - Narrative (Detail
Acquisition - Narrative (Details) - USD ($) $ in Thousands | Feb. 13, 2014 | Jul. 31, 2015 | Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | Mar. 13, 2015 | |
Business Acquisition [Line Items] | |||||||||||||||||
Acquisition-related share-based awards acceleration expense | $ 0 | $ 0 | $ 2,648 | ||||||||||||||
Total revenue | $ 25,084 | $ 22,191 | $ 28,168 | $ 29,003 | $ 30,722 | $ 28,643 | $ 28,618 | $ 26,729 | 104,446 | 114,712 | 116,456 | ||||||
Acquisition related costs | $ 0 | $ 0 | 10,696 | ||||||||||||||
DVS Sciences, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Contractual price for the acquisition | $ 207,500 | ||||||||||||||||
Estimated purchase price consideration | 199,933 | ||||||||||||||||
Acquisition-related share-based awards acceleration expense | [1] | 6,690 | |||||||||||||||
Estimated fair value of vested Fluidigm equivalent stock options | [2] | $ 4,039 | |||||||||||||||
Number of shares deposited into escrow to secure indemnification obligations (in 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% | ||||||||||||||||
Release percentage to former stockholders | 80.00% | ||||||||||||||||
Release percentage to stockholders | 20.00% | ||||||||||||||||
Indemnification equity percent held in escrow release (shares) | 170,107 | ||||||||||||||||
Indemnification equity percent held in escrow release | $ 4,000 | ||||||||||||||||
Total revenue | 20,700 | ||||||||||||||||
Business combination, preliminary goodwill | $ 104,200 | ||||||||||||||||
Adjustment to deferred taxes from acquisition | $ 100 | ||||||||||||||||
Acquisition related costs | 10,700 | ||||||||||||||||
Stock options, restricted stock units and performance awards | DVS Sciences, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Option to purchase shares of Fluidigm common stock in an acquisition (in shares) | 143,000 | ||||||||||||||||
Option to purchase shares of Fluidigm common stock | $ 14,600 | ||||||||||||||||
Estimated fair value of vested Fluidigm equivalent stock options | $ 4,000 | ||||||||||||||||
Restricted Stock | DVS Sciences, Inc. | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Option to purchase shares of Fluidigm common stock in an acquisition (in shares) | 186,000 | ||||||||||||||||
Stock-based Compensation | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Net income (loss) impact related to non-recurring adjustments | 1,400 | $ 9,200 | |||||||||||||||
Amortization of Intangible Assets | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Net income (loss) impact related to non-recurring adjustments | 1,400 | 11,200 | |||||||||||||||
Interest Expense | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Net income (loss) impact related to non-recurring adjustments | 1,000 | 5,800 | |||||||||||||||
Deferred Tax Liability | |||||||||||||||||
Business Acquisition [Line Items] | |||||||||||||||||
Net income (loss) impact related to non-recurring adjustments | $ 371 | $ 3,000 | |||||||||||||||
[1] | As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. | ||||||||||||||||
[2] | In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. |
Acquisition - Schedule of Consi
Acquisition - Schedule of Consideration Transferred and Identifiable Assets and Liabilities (Details) - USD ($) $ in Thousands | Feb. 13, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Business Combination, Consideration Transferred [Abstract] | |||||
Accelerated stock compensation | $ 0 | $ 0 | $ (2,648) | ||
Recognized Assets [Abstract] | |||||
Goodwill | $ 104,108 | $ 104,108 | |||
DVS Sciences, Inc. | |||||
Business Acquisition [Line Items] | |||||
Number of shares issued in business combination (in shares) | 1,759,007 | ||||
Business Combination, Consideration Transferred [Abstract] | |||||
Cash | $ 126,048 | ||||
Issued 1,759,007 shares of Fluidigm common stock | [1] | 76,805 | |||
Acquisition consideration paid at Acquisition Date | 202,853 | ||||
Accelerated stock compensation | [2] | (6,690) | |||
Estimated fair value of vested Fluidigm equivalent stock options | [1] | 4,039 | |||
Working capital adjustment | (269) | ||||
Aggregate purchase price | 199,933 | ||||
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 | (1,844) | ||||
Tax payable | (45) | ||||
Deferred tax liability | (31,942) | ||||
Deferred revenue, non-current | (1,629) | ||||
Net assets acquired | 199,933 | ||||
Stock options, restricted stock units and performance awards | DVS Sciences, Inc. | |||||
Business Combination, Consideration Transferred [Abstract] | |||||
Estimated fair value of vested Fluidigm equivalent stock options | $ 4,000 | ||||
[1] | In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model. | ||||
[2] | As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations. |
Acquisition - Pro forma informa
Acquisition - Pro forma information (Details) - DVS Sciences, Inc. - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Business Acquisition [Line Items] | ||
Pro forma total revenue | $ 120,245 | $ 98,459 |
Pro forma net loss | $ (55,249) | $ (37,906) |
Fair Value of Financial Instr46
Fair Value of Financial Instruments - Fair Value of Financial Instruments (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Carrying Amount | $ 59,433 | $ 101,537 |
Gross Unrealized Gain | 1 | 0 |
Gross Unrealized Loss | (4) | (72) |
Fair Value | 59,430 | 101,465 |
Cash and Cash Equivalents | 35,045 | 29,117 |
Short-Term Marketable Securities | 24,385 | 65,855 |
Long-Term Marketable Securities | 0 | 6,493 |
Cash | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Carrying Amount | 13,984 | 17,889 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 13,984 | 17,889 |
Cash and Cash Equivalents | 13,984 | 17,889 |
Short-Term Marketable Securities | 0 | 0 |
Long-Term Marketable Securities | 0 | 0 |
Money market funds | Level I | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Carrying Amount | 21,061 | 11,228 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 21,061 | 11,228 |
Cash and Cash Equivalents | 21,061 | 11,228 |
Short-Term Marketable Securities | 0 | 0 |
Long-Term Marketable Securities | 0 | 0 |
U.S. government and agency securities | Level II | ||
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items] | ||
Carrying Amount | 24,388 | 72,420 |
Gross Unrealized Gain | 1 | 0 |
Gross Unrealized Loss | (4) | (72) |
Fair Value | 24,385 | 72,348 |
Cash and Cash Equivalents | 0 | 0 |
Short-Term Marketable Securities | 24,385 | 65,855 |
Long-Term Marketable Securities | $ 0 | $ 6,493 |
Fair Value of Financial Instr47
Fair Value of Financial Instruments - Summary of Investments and Cash Equivalents (Details) $ in Thousands | Dec. 31, 2016USD ($)Investment | Dec. 31, 2015USD ($) | Feb. 04, 2014USD ($) |
Schedule of Available-for-sale Securities [Line Items] | |||
Short-term investments | $ 24,385 | $ 65,855 | |
Number of investment in unrealized loss positions | Investment | 0 | ||
Convertible Debt | Senior Convertible Notes due 2034 | |||
Schedule of Available-for-sale Securities [Line Items] | |||
Interest rate on notes | 2.75% | 2.75% | |
Estimated fair value of notes | $ 139,700 | $ 118,800 | |
Principal amount of Notes | $ 201,300 | $ 201,300 |
Balance Sheet Data - Summary of
Balance Sheet Data - Summary of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Balance Sheet Related Disclosures [Abstract] | ||||
Cash | $ 13,984 | $ 17,889 | ||
Money market funds | 21,061 | 11,228 | ||
Total | $ 35,045 | $ 29,117 | $ 33,713 | $ 35,261 |
Balance Sheet Data - Inventorie
Balance Sheet Data - Inventories (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 8,919 | $ 6,829 |
Work-in-process | 1,742 | 2,442 |
Finished goods | 9,453 | 8,653 |
Total inventories, net | $ 20,114 | $ 17,924 |
Balance Sheet Data - Property a
Balance Sheet Data - Property and Equipment (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 39,998 | $ 34,290 | |
Less accumulated depreciation and amortization | (24,084) | (19,618) | |
Construction-in-progress | 611 | 586 | |
Property and equipment, net | 16,525 | 15,258 | $ 13,889 |
Computer equipment and software | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 5,497 | 5,048 | |
Laboratory and manufacturing equipment | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 23,670 | 21,783 | |
Leasehold improvements | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | 8,747 | 5,875 | |
Office furniture and fixtures | |||
Property, Plant and Equipment [Line Items] | |||
Property and equipment | $ 2,084 | $ 1,584 |
Balance Sheet Data - Warranty A
Balance Sheet Data - Warranty Accrual (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 1,076 | $ 1,178 |
Accrual for current period warranties | 885 | 672 |
Warranty costs incurred | (938) | (774) |
Ending balance | $ 1,023 | $ 1,076 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Feb. 04, 2014 | Feb. 28, 2014 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 |
Debt Instrument [Line Items] | |||||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | ||
Proceeds from issuance of convertible notes, net | $ 0 | $ 0 | $ 195,213,000 | ||
Acquisition, net of cash acquired | $ 113,200,000 | 0 | 0 | 113,190,000 | |
Interest expense | 5,820,000 | 5,808,000 | 5,344,000 | ||
Accrued interest | 2,300,000 | 2,300,000 | |||
Cash paid for interest | 5,534,000 | 5,538,000 | 2,750,000 | ||
Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Principal amount of Notes | $ 201,300,000 | $ 201,300,000 | |||
Interest rate on notes | 2.75% | 2.75% | |||
Initial conversion rate of notes (shares) | 17.8750 | ||||
Principal amount of notes | $ 1,000 | ||||
Initial conversion price of stock (usd per share) | $ 55.94 | ||||
Debt instrument redemption price when undergo fundamental change | 100.00% | ||||
Proceeds from issuance of convertible notes, net | 195,200,000 | ||||
Debt issuance costs | 1,100,000 | ||||
Underwriting discount | $ 6,000,000 | ||||
Interest expense | $ 5,800,000 | 5,800,000 | $ 5,300,000 | ||
Cash paid for interest | $ 5,500,000 | $ 5,500,000 | |||
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 | 130.00% | ||||
On or after February 6, 2021 | Convertible Debt | Senior Convertible Notes due 2034 | |||||
Debt Instrument [Line Items] | |||||
Debt instrument redemption price | 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 | 100.00% |
Convertible Notes - Schedule of
Convertible Notes - Schedule of Debt (Details) - Convertible Notes Payable - USD ($) | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Principal amount of Notes | $ 201,250,000 | $ 201,250,000 |
Unamortized debt discount | (5,330,000) | (5,566,000) |
Unamortized debt issuance cost | (969,000) | (1,011,000) |
Net carrying value of convertible notes | $ 194,951,000 | $ 194,673,000 |
Commitments and Contingencies
Commitments and Contingencies - Narrative (Details) - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |||
Rent expense | $ 6.3 | $ 5.2 | $ 4 |
Purchase commitment due in the next year | $ 4.2 |
Commitments and Contingencies55
Commitments and Contingencies - Future Minimum Lease Payments Under Non-Cancelable Operating Leases (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2,017 | $ 4,285 |
2,018 | 4,445 |
2,019 | 4,769 |
2,020 | 2,550 |
2,021 | 1,379 |
Thereafter | 2,605 |
Total | $ 20,033 |
Stock-Based Compensation - Narr
Stock-Based Compensation - Narrative (Details) - USD ($) | Jan. 28, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Weighted-average remaining contractual life, vested | 5 years 9 months 18 days | ||||
Weighted-average exercise price per share, vested (usd per share) | $ 18.01 | ||||
Aggregate intrinsic value, vested | [1] | $ 589,000 | |||
Total intrinsic value of options exercised | $ 300,000 | $ 13,700,000 | $ 12,800,000 | ||
Stock price on the last trading day of 2014 (usd per share) | $ 7.28 | ||||
Stock-based compensation tax benefits recognized during period | $ 0 | 0 | 0 | ||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 15,800,000 | ||||
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | 2 years 3 months 12 days | ||||
Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Award vesting period | 4 years | ||||
Vesting restrictions in year one (shares) | 0 | ||||
Remaining vesting period over 12 quarters | 3 years | ||||
Aggregate intrinsic value of vested RSUs | $ 2,400,000 | $ 1,800,000 | $ 1,400,000 | ||
Number of RSUs outstanding and expected to vest (shares) | 883,570 | ||||
Aggregate intrinsic value of RSUs shares outstanding | $ 6,400,000 | ||||
Stock price on the last trading day of 2014 (usd per share) | $ 7.28 | ||||
RSUs granted (shares) | 940,000 | ||||
RSUs granted (usd per share) | $ 7.06 | ||||
2011 Equity Incentive Plan | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Rate at which outstanding options vest on the first anniversary of the option grant date | 25.00% | ||||
Awards authorized for issuance (shares) | 6,431,215 | ||||
2011 Equity Incentive Plan | Vesting Scenario One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grants exercise price minimum percentage on fair market value | 100.00% | ||||
2011 Equity Incentive Plan | Vesting Scenario One | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, expiration period | 10 years | ||||
2011 Equity Incentive Plan | Vesting Scenario Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock option grants exercise price minimum percentage on fair market value | 110.00% | ||||
Percentage of voting power which impacts the term of equity incentive plan | 10.00% | ||||
2011 Equity Incentive Plan | Vesting Scenario Two | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, expiration period | 5 years | ||||
2011 Equity Incentive Plan | Stock Options, Vesting One | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of months over which options vest ratably | 36 months | ||||
2011 Equity Incentive Plan | Stock Options, Vesting Two | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Number of months over which options vest ratably | 48 months | ||||
2011 Equity Incentive Plan | Stock Appreciation Rights (SARs) | Maximum | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Share-based compensation, expiration period | 10 years | ||||
Exercise price as percentage of estimated fair value of the underlying common stock on the date of grant (percent) | 100.00% | ||||
2016 Performance Award | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
Stock-based compensation expense for the 2016 performance awards | $ 0 | ||||
Executive Officer | Restricted Stock Units (RSUs) | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs granted (shares) | 87,620 | ||||
Executive Officer | Performance Shares | |||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||
RSUs granted (shares) | 184,050 | ||||
RSUs granted (usd per share) | $ 7.10 | ||||
[1] | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2016, which was $7.28, and the exercise price of the options, multiplied by the number of in-the-money options. |
Stock-Based Compensation - Stoc
Stock-Based Compensation - Stock Option Activity Under 2011 Plan, 2009 Plan, and 1999 Plan (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Shares Available for Grant | |
Beginning Balance (shares) | 1,535 |
Additional shares authorized (shares) | 1,000 |
Options granted (shares) | (978) |
Options exercised (shares) | 0 |
Options canceled (shares) | 603 |
Ending Balance (shares) | 2,160 |
Number of Shares | |
Beginning Balance (shares) | 3,242 |
Additional shares authorized (shares) | 0 |
Options granted (shares) | 978 |
Option exercised (shares) | (57) |
Options canceled (shares) | (603) |
Ending Balance (shares) | 3,560 |
Weighted-Average Exercise Price per Share | |
Beginning Balance (usd per share) | $ / shares | $ 20.45 |
Options granted (usd per share) | $ / shares | 7.44 |
Options exercised (usd per share) | $ / shares | 4.04 |
Options canceled (usd per share) | $ / shares | 23.53 |
Ending Balance (usd per share) | $ / shares | $ 16.62 |
Stock-Based Compensation - Rest
Stock-Based Compensation - Restricted Stock Units (Details) - Restricted Stock Units (RSUs) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Nonvested and Outstanding Units | |
Beginning Balance (shares) | shares | 663 |
RSUs granted (shares) | shares | 940 |
RSUs vested (shares) | shares | (328) |
RSUs canceled (shares) | shares | (210) |
Ending Balance (shares) | shares | 1,065 |
Weighted-Average Grant Date Fair Value per Share | |
Beginning Balance (usd per share) | $ / shares | $ 32.48 |
RSUs granted (usd per share) | $ / shares | 7.06 |
RSUs vested (usd per share) | $ / shares | 24.71 |
RSUs canceled (usd per share) | $ / shares | 17.82 |
Ending Balance (usd per share) | $ / shares | $ 15.31 |
Stock-Based Compensation - Weig
Stock-Based Compensation - Weighted-average Assumptions (Details) - $ / shares | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |||
Expected volatility | 43.40% | 46.30% | 57.50% |
Expected life | 6 years | 5 years 10 months 24 days | 5 years 10 months 24 days |
Risk-free interest rate | 1.40% | 1.80% | 1.50% |
Dividend yield | 0.00% | 0.00% | 0.00% |
Weighted-average fair value of options granted (usd per share) | $ 3.19 | $ 13.89 | $ 9.80 |
Stock-Based Compensation - St60
Stock-Based Compensation - Stock Options Outstanding and Exercisable (Details) shares in Thousands | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Options outstanding (shares) | 3,560 |
Weighted-Average Remaining Contractual Life | 6 years 9 months 18 days |
Options Exercisable (shares) | 2,442 |
Range One | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 0.64 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 4.76 |
Options outstanding (shares) | 148 |
Weighted-Average Remaining Contractual Life | 3 years 1 month 6 days |
Options Exercisable (shares) | 147 |
Range Two | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 4.76 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 9.51 |
Options outstanding (shares) | 932 |
Weighted-Average Remaining Contractual Life | 8 years 9 months 18 days |
Options Exercisable (shares) | 176 |
Range Three | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 9.52 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 14.27 |
Options outstanding (shares) | 340 |
Weighted-Average Remaining Contractual Life | 7 years 1 month 6 days |
Options Exercisable (shares) | 203 |
Range Four | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 14.27 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 19.02 |
Options outstanding (shares) | 1,540 |
Weighted-Average Remaining Contractual Life | 5 years 7 months 6 days |
Options Exercisable (shares) | 1,513 |
Range Five | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 19.03 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 23.78 |
Options outstanding (shares) | 71 |
Weighted-Average Remaining Contractual Life | 7 years 9 months 18 days |
Options Exercisable (shares) | 64 |
Range Six | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 23.79 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 28.53 |
Options outstanding (shares) | 105 |
Weighted-Average Remaining Contractual Life | 7 years 9 months 18 days |
Options Exercisable (shares) | 74 |
Range Seven | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 28.54 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 33.29 |
Options outstanding (shares) | 27 |
Weighted-Average Remaining Contractual Life | 6 years 8 months 12 days |
Options Exercisable (shares) | 21 |
Range Eight | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 33.30 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 38.04 |
Options outstanding (shares) | 6 |
Weighted-Average Remaining Contractual Life | 8 years |
Options Exercisable (shares) | 3 |
Range Nine | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 38.05 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 42.80 |
Options outstanding (shares) | 186 |
Weighted-Average Remaining Contractual Life | 7 years 10 months 24 days |
Options Exercisable (shares) | 95 |
Range Ten | |
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range [Line Items] | |
Exercise price per share, lower limit (usd per share) | $ / shares | $ 42.81 |
Exercise price per share, upper limit (usd per share) | $ / shares | $ 47.55 |
Options outstanding (shares) | 205 |
Weighted-Average Remaining Contractual Life | 7 years |
Options Exercisable (shares) | 146 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Options Outstanding that have Vested or are Expected to Vest (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016USD ($)$ / sharesshares | ||
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | ||
Number of shares, vested (shares) | shares | 2,442 | |
Number of shares, expected to vest, net of forfeitures (shares) | shares | 932 | |
Number of shares, total vested and expected to vest, net of forfeitures (shares) | shares | 3,374 | |
Weighted-average exercise price per share, vested (usd per share) | $ 18.01 | |
Weighted-average exercise price per share, Expected to vest, net of forfeitures (usd per share) | 13.24 | |
Weighted-average exercise price per share, Total vested and expected to vest, net of forfeitures (usd per share) | $ 16.69 | |
Weighted-average remaining contractual life, vested | 5 years 9 months 18 days | |
Weighted-average remaining contractual life, Expected to vest, net of forfeitures | 9 years 1 month 6 days | |
Weighted-average remaining contractual life, Total vested and expected to vest, net of forfeitures | 6 years 8 months 12 days | |
Aggregate intrinsic value, vested | $ | $ 589 | [1] |
Aggregate intrinsic value, Expected to vest, net of forfeitures | $ | 354 | [1] |
Aggregate intrinsic value, Total vested and expected to vest, net of forfeitures | $ | $ 943 | [1] |
Stock price on the last trading day of 2014 (usd per share) | $ 7.28 | |
[1] | Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of 2016, which was $7.28, and the exercise price of the options, multiplied by the number of in-the-money options. |
Income Taxes - Loss Before Inco
Income Taxes - Loss Before Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Domestic | $ (65,211) | $ (46,757) | $ (41,559) |
International | (14,966) | (8,033) | (16,146) |
Loss before income taxes | $ (80,177) | $ (54,790) | $ (57,705) |
Income Taxes - Components of Pr
Income Taxes - Components of Provision for Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Current: | |||
Federal | $ 0 | $ (30) | $ 0 |
State | (14) | (14) | (20) |
Foreign | 286 | (1,319) | (254) |
Total current tax benefit (expense) | 272 | (1,363) | (274) |
Deferred: | |||
State | 0 | 0 | 2,042 |
Foreign | 3,920 | 2,838 | 3,107 |
Total deferred benefit | 3,920 | 2,838 | 5,149 |
Total benefit for income taxes | $ 4,192 | $ 1,475 | $ 4,875 |
Income Taxes - Reconciliation o
Income Taxes - Reconciliation of Income Taxes at Statutory Rate (Details) | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |||
Tax benefit at federal statutory rate | 34.00% | 34.00% | 34.00% |
State tax credit (expense), net of federal benefit | 2.20% | 1.40% | (1.50%) |
Foreign tax expense | (0.70%) | (1.90%) | (3.70%) |
Change in valuation allowance | (31.20%) | (28.60%) | (21.10%) |
Federal research and development credit | 1.30% | 2.60% | 2.70% |
Unrecognized tax benefit | (1.30%) | (1.80%) | (0.70%) |
Return to provision reconciliation | 1.50% | (1.20%) | (0.00%) |
Other, net | (0.60%) | (1.90%) | (1.20%) |
Effective tax rate | 5.20% | 2.60% | 8.50% |
Income Taxes - Components of De
Income Taxes - Components of Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets: | ||
Net operating loss carryforwards | $ 123,913 | $ 104,291 |
Reserves and accruals | 4,281 | 2,922 |
Depreciation and amortization | 712 | 548 |
Tax credit carryforwards | 12,584 | 11,098 |
Stock-based compensation | 7,057 | 7,185 |
Total deferred tax assets | 148,547 | 126,044 |
Valuation allowance on deferred tax assets | (146,285) | (124,137) |
Total deferred tax assets, net of valuation allowance | 2,262 | 1,907 |
Deferred Tax Liabilities, Gross [Abstract] | ||
Fixed asset and intangibles | (22,000) | (25,565) |
Total deferred tax liabilities | (22,000) | (25,565) |
Net deferred tax liability | $ (19,738) | $ (23,658) |
Income Taxes - Narrative (Deta
Income Taxes - Narrative (Details) - USD ($) $ in Thousands | Dec. 18, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Income Taxes [Line Items] | |||||
Increase in valuation allowance | $ 22,100 | $ 14,000 | |||
Valuation allowances | 146,285 | 124,137 | $ 110,167 | $ 96,275 | |
Net operating loss carryforwards | 123,913 | $ 104,291 | |||
Research and development tax credit | $ 500 | ||||
Undistributed earnings of non-US subsidiaries' | 2,700 | ||||
Impact on current tax if foreign earnings were repatriated | 46 | ||||
Domestic Tax Authority | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 376,000 | ||||
Reduction in net operating losses | 1,200 | ||||
Domestic Tax Authority | Research and Development Expense | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforward | 7,900 | ||||
State and Local Jurisdiction | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | 186,400 | ||||
State and Local Jurisdiction | Research and Development Expense | |||||
Income Taxes [Line Items] | |||||
Tax credit carryforward | 9,400 | ||||
Foreign Tax Authority | |||||
Income Taxes [Line Items] | |||||
Net operating loss carryforwards | $ 2,500 | ||||
Singapore | |||||
Income Taxes [Line Items] | |||||
Development and expansion incentive, reduced tax rate | 5.00% |
Income Taxes - Valuation Allowa
Income Taxes - Valuation Allowance (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Valuation Allowances [Roll Forward] | |||
Beginning Balance | $ 124,137 | $ 110,167 | $ 96,275 |
Charges to earnings | 0 | 0 | 0 |
Charges to other accounts | 22,148 | 13,970 | 13,892 |
Ending Balance | $ 146,285 | $ 124,137 | $ 110,167 |
Income Taxes - Aggregate Change
Income Taxes - Aggregate Changes in Balance of Gross Unrecognized Tax Benefits (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward] | |||
Beginning Balance | $ 8,662 | $ 7,672 | $ 6,848 |
Increases in balances related to tax positions taken during a prior period | 46 | ||
Increases in balances related to tax positions taken during current period | 1,673 | 1,049 | 832 |
Decreases in balances related to tax positions taken during prior period | (1,048) | (59) | (8) |
Ending Balance | $ 9,333 | $ 8,662 | $ 7,672 |
Employee Benefit Plans (Details
Employee Benefit Plans (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Compensation Plan [Line Items] | ||
Percent of employee match | 100.00% | |
Maximum annual employee contribution matched by employer | $ 2,000 | |
Vesting period | 4 years | |
Employer matching contributions expense | $ 600,000 | $ 500,000 |
Maximum | ||
Compensation Plan [Line Items] | ||
Percentage of employees eligible compensation | 90.00% |
Information About Geographic 70
Information About Geographic Areas - Narrative (Details) | 12 Months Ended |
Dec. 31, 2016segment | |
Segment Reporting [Abstract] | |
Number of reporting segment | 1 |
Information About Geographic 71
Information About Geographic Areas - Product Revenue by Geography (Details) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 104,446 | $ 114,712 | $ 116,456 |
United States | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 52,637 | 55,404 | 59,674 |
Europe | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 29,739 | 36,772 | 33,045 |
Asia-Pacific | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | 18,478 | 16,967 | 19,810 |
Other | |||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||
Total revenue | $ 3,592 | $ 5,569 | $ 3,927 |
Information About Geographic 72
Information About Geographic Areas - Long-lived Assets by Geographic Areas (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Segment Reporting Information [Line Items] | |||||||||||
Total property and equipment, net | $ 16,525 | $ 15,258 | $ 16,525 | $ 15,258 | $ 13,889 | ||||||
Total revenue | 25,084 | $ 22,191 | $ 28,168 | $ 29,003 | 30,722 | $ 28,643 | $ 28,618 | $ 26,729 | 104,446 | 114,712 | 116,456 |
United States | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total property and equipment, net | 6,145 | 6,123 | 6,145 | 6,123 | 5,317 | ||||||
Singapore | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total property and equipment, net | 6,830 | 8,014 | 6,830 | 8,014 | 7,624 | ||||||
Canada | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total property and equipment, net | 3,503 | 1,065 | 3,503 | 1,065 | 837 | ||||||
Europe | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total property and equipment, net | 43 | 47 | 43 | 47 | 75 | ||||||
Asia-Pacific | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Total property and equipment, net | $ 4 | $ 9 | $ 4 | $ 9 | $ 36 | ||||||
Sales Revenue, Net [Member] | China | |||||||||||
Segment Reporting Information [Line Items] | |||||||||||
Concentration risk | 11.00% | ||||||||||
Total revenue | $ 11,100 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - $ / shares | Dec. 31, 2016 | Dec. 01, 2016 | Nov. 21, 2016 | Dec. 31, 2015 |
Class of Stock [Line Items] | ||||
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 | ||
Common Stock | ||||
Class of Stock [Line Items] | ||||
Number or rights assigned to each share of common stock (shares) | 1 | |||
Preferred Stock | ||||
Class of Stock [Line Items] | ||||
Number or rights assigned to each share of common stock (shares) | 0.001 | |||
Preferred stock, par value (usd per share) | $ 0.001 | |||
Exercise price rights (usd per share) | $ 35,000 |
Quarterly Results of Operatio74
Quarterly Results of Operations (Unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2016 | Sep. 30, 2016 | Jun. 30, 2016 | Mar. 31, 2016 | Dec. 31, 2015 | Sep. 30, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Quarterly Financial Information Disclosure [Abstract] | |||||||||||
Total revenue | $ 25,084 | $ 22,191 | $ 28,168 | $ 29,003 | $ 30,722 | $ 28,643 | $ 28,618 | $ 26,729 | $ 104,446 | $ 114,712 | $ 116,456 |
Net loss | $ (17,697) | $ (19,787) | $ (18,617) | $ (19,884) | $ (12,879) | $ (9,269) | $ (15,236) | $ (15,931) | |||
Net loss per share, basic and diluted (usd per share) | $ (0.61) | $ (0.68) | $ (0.64) | $ (0.69) | $ (0.45) | $ (0.32) | $ (0.53) | $ (0.56) | $ (2.62) | $ (1.86) | $ (1.90) |
Subsequent Events (Details)
Subsequent Events (Details) - shares | Jan. 01, 2017 | Dec. 31, 2016 | Jan. 05, 2017 |
Subsequent Event [Line Items] | |||
Additional shares authorized (shares) | 0 | ||
2011 Equity Incentive Plan | |||
Subsequent Event [Line Items] | |||
Awards authorized for issuance (shares) | 6,431,215 | ||
2011 Equity Incentive Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Additional shares authorized (shares) | 1,000,000 | ||
Increase in shares available for grant, percent of shares outstanding | 4.00% | ||
2017 Inducement Award Plan | Subsequent Event | |||
Subsequent Event [Line Items] | |||
Awards authorized for issuance (shares) | 2,000,000 |
Schedule II-Valuation And Qua76
Schedule II-Valuation And Qualifying Account And Reserve (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | $ 103 | ||
Balance at End of Period | 502 | $ 103 | |
Accounts receivable allowance | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | 103 | 120 | $ 36 |
Additions/Charged to Expense | 484 | 23 | 103 |
Deductions | (85) | (40) | (19) |
Balance at End of Period | 502 | 103 | 120 |
Warranty allowance | |||
Allowance for Doubtful Accounts Receivable [Roll Forward] | |||
Balance at Beginning of Period | 1,076 | 1,178 | 344 |
Additions/Charged to Expense | 885 | 672 | 2,089 |
Deductions | (938) | (774) | (1,255) |
Balance at End of Period | $ 1,023 | $ 1,076 | $ 1,178 |