|
|
|
|
ý
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
|
|
|
|
Delaware
|
|
77-0513190
|
(State or other jurisdiction of
incorporation or organization)
|
|
(I.R.S. Employer
Identification Number)
|
|
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
ý
|
|
|
|
|
|||
Non-accelerated filer
|
|
¨
(Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
Page
|
PART I.
|
|
|
|
|
|
Item 1.
|
||
|
|
|
|
Condensed Consolidated Balance Sheets - September 30, 2014 and December 31, 2013
|
|
|
|
|
|
Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2014 and 2013
|
|
|
|
|
|
Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2014 and 2013
|
|
|
|
|
|
Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2014 and 2013
|
|
|
|
|
|
||
|
|
|
Item 2.
|
||
|
|
|
Item 3.
|
||
|
|
|
Item 4.
|
||
|
|
|
PART II.
|
|
|
|
|
|
Item 1.
|
||
|
|
|
Item 1A.
|
||
|
|
|
Item 6.
|
||
|
|
|
|
|
|
|
|
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
|
|
(Unaudited)
|
|
(Note 2)
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
30,939
|
|
|
$
|
35,261
|
|
Short-term investments
|
|
64,324
|
|
|
49,083
|
|
||
Accounts receivable (net of allowances of $35 at September 30, 2014 and $36 at December 31, 2013)
|
|
16,919
|
|
|
10,552
|
|
||
Inventories
|
|
16,960
|
|
|
8,148
|
|
||
Prepaid expenses and other current assets
|
|
3,678
|
|
|
1,540
|
|
||
Total current assets
|
|
132,820
|
|
|
104,584
|
|
||
Long-term investments
|
|
51,962
|
|
|
1,942
|
|
||
Property and equipment, net
|
|
12,668
|
|
|
6,818
|
|
||
Developed technology, net
|
|
105,000
|
|
|
—
|
|
||
Goodwill
|
|
104,245
|
|
|
—
|
|
||
Other non-current assets
|
|
3,698
|
|
|
3,571
|
|
||
Total assets
|
|
$
|
410,393
|
|
|
$
|
116,915
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
7,276
|
|
|
$
|
4,353
|
|
Accrued compensation and related benefits
|
|
6,034
|
|
|
5,485
|
|
||
Other accrued liabilities
|
|
7,366
|
|
|
5,392
|
|
||
Deferred revenue, current portion
|
|
6,630
|
|
|
2,721
|
|
||
Total current liabilities
|
|
27,306
|
|
|
17,951
|
|
||
Convertible notes, net
|
|
195,399
|
|
|
—
|
|
||
Deferred tax liability
|
|
27,109
|
|
|
—
|
|
||
Deferred revenue, net of current portion
|
|
4,407
|
|
|
1,899
|
|
||
Other non-current liabilities
|
|
1,617
|
|
|
651
|
|
||
Total liabilities
|
|
255,838
|
|
|
20,501
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at September 30, 2014 and December 31, 2013
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 200,000 shares authorized at September 30, 2014 and December 31, 2013; 28,236 and 25,811 shares issued and outstanding as of September 30, 2014 and December 31, 2013, respectively
|
|
28
|
|
|
26
|
|
||
Additional paid-in capital
|
|
454,562
|
|
|
354,465
|
|
||
Accumulated other comprehensive loss
|
|
(802
|
)
|
|
(730
|
)
|
||
Accumulated deficit
|
|
(299,233
|
)
|
|
(257,347
|
)
|
||
Total stockholders’ equity
|
|
154,555
|
|
|
96,414
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
410,393
|
|
|
$
|
116,915
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product revenue
|
|
$
|
29,564
|
|
|
$
|
18,045
|
|
|
$
|
82,492
|
|
|
$
|
49,566
|
|
License revenue
|
|
71
|
|
|
78
|
|
|
257
|
|
|
242
|
|
||||
Grant revenue
|
|
—
|
|
|
164
|
|
|
217
|
|
|
494
|
|
||||
Total revenue
|
|
29,635
|
|
|
18,287
|
|
|
82,966
|
|
|
50,302
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of product revenue
|
|
11,421
|
|
|
5,138
|
|
|
30,080
|
|
|
14,273
|
|
||||
Research and development
|
|
12,687
|
|
|
5,004
|
|
|
31,707
|
|
|
14,198
|
|
||||
Selling, general and administrative
|
|
18,574
|
|
|
12,097
|
|
|
52,486
|
|
|
34,840
|
|
||||
Litigation settlement
|
|
—
|
|
|
1,000
|
|
|
—
|
|
|
1,000
|
|
||||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
10,696
|
|
|
—
|
|
||||
Total costs and expenses
|
|
42,682
|
|
|
23,239
|
|
|
124,969
|
|
|
64,311
|
|
||||
Loss from operations
|
|
(13,047
|
)
|
|
(4,952
|
)
|
|
(42,003
|
)
|
|
(14,009
|
)
|
||||
Interest expense
|
|
(1,453
|
)
|
|
(1
|
)
|
|
(3,894
|
)
|
|
(13
|
)
|
||||
Gain from sale of investment in Verinata
|
|
332
|
|
|
—
|
|
|
332
|
|
|
1,777
|
|
||||
Other (expense) income, net
|
|
(338
|
)
|
|
709
|
|
|
(308
|
)
|
|
457
|
|
||||
Loss before income taxes
|
|
(14,506
|
)
|
|
(4,244
|
)
|
|
(45,873
|
)
|
|
(11,788
|
)
|
||||
Benefit from (provision for) income taxes
|
|
716
|
|
|
(42
|
)
|
|
3,987
|
|
|
(95
|
)
|
||||
Net loss
|
|
$
|
(13,790
|
)
|
|
$
|
(4,286
|
)
|
|
$
|
(41,886
|
)
|
|
$
|
(11,883
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.49
|
)
|
|
$
|
(0.17
|
)
|
|
$
|
(1.52
|
)
|
|
$
|
(0.47
|
)
|
Shares used in computing net loss per share, basic and diluted
|
|
28,085
|
|
|
25,534
|
|
|
27,613
|
|
|
25,407
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Net loss
|
|
$
|
(13,790
|
)
|
|
$
|
(4,286
|
)
|
|
$
|
(41,886
|
)
|
|
$
|
(11,883
|
)
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
||||||||
Unrealized net income (loss) on available-for-sale securities
|
|
35
|
|
|
37
|
|
|
(5
|
)
|
|
23
|
|
||||
Foreign currency translation adjustment
|
|
(137
|
)
|
|
45
|
|
|
(67
|
)
|
|
33
|
|
||||
Other comprehensive (loss) income, net of tax
|
|
(102
|
)
|
|
82
|
|
|
(72
|
)
|
|
56
|
|
||||
Total comprehensive loss
|
|
$
|
(13,892
|
)
|
|
$
|
(4,204
|
)
|
|
$
|
(41,958
|
)
|
|
$
|
(11,827
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(41,886
|
)
|
|
$
|
(11,883
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
2,922
|
|
|
1,850
|
|
||
Stock-based compensation expense
|
|
15,280
|
|
|
4,681
|
|
||
Acquisition-related share-based awards acceleration expense
|
|
2,648
|
|
|
—
|
|
||
Amortization of developed technology
|
|
7,000
|
|
|
—
|
|
||
Non-cash charges for sale of inventory revalued at the date of acquisition
|
|
798
|
|
|
—
|
|
||
Gain from sale of investment in Verinata
|
|
(332
|
)
|
|
(1,777
|
)
|
||
Other non-cash items
|
|
83
|
|
|
29
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
1,650
|
|
|
572
|
|
||
Inventories
|
|
(6,450
|
)
|
|
(1,344
|
)
|
||
Prepaid expenses and other current assets
|
|
(564
|
)
|
|
(1,404
|
)
|
||
Other non-current assets
|
|
(662
|
)
|
|
(7
|
)
|
||
Accounts payable
|
|
1,453
|
|
|
1,150
|
|
||
Deferred revenue
|
|
2,944
|
|
|
1,652
|
|
||
Other current liabilities
|
|
146
|
|
|
1,526
|
|
||
Other non-current liabilities
|
|
(4,128
|
)
|
|
126
|
|
||
Net cash used in operating activities
|
|
(19,098
|
)
|
|
(4,829
|
)
|
||
Investing activities
|
|
|
|
|
||||
Acquisition, net of cash acquired
|
|
(113,190
|
)
|
|
—
|
|
||
Purchases of investments
|
|
(106,672
|
)
|
|
(56,831
|
)
|
||
Proceeds from sales and maturities of investments
|
|
41,412
|
|
|
19,140
|
|
||
Proceeds from sale of investment in Verinata
|
|
332
|
|
|
3,117
|
|
||
Purchase of intangible assets
|
|
—
|
|
|
(1,043
|
)
|
||
Purchases of property and equipment
|
|
(5,919
|
)
|
|
(1,565
|
)
|
||
Net cash used in investing activities
|
|
(184,037
|
)
|
|
(37,182
|
)
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from issuance of convertible notes, net
|
|
195,212
|
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
4,084
|
|
|
3,501
|
|
||
Net cash provided by financing activities
|
|
199,296
|
|
|
3,501
|
|
||
Effect of foreign exchange rate fluctuations on cash and cash equivalents
|
|
(483
|
)
|
|
(40
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(4,322
|
)
|
|
(38,550
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
35,261
|
|
|
58,649
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
30,939
|
|
|
$
|
20,099
|
|
|
|
|
|
|
||||
Supplemental cash flow information:
|
|
|
|
|
||||
Issuance of common stock and options related to acquisition
|
|
$
|
78,196
|
|
|
$
|
—
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||
Stock options, restricted stock units and restricted stock awards
|
|
3,900
|
|
|
3,631
|
|
|
3,900
|
|
|
3,631
|
|
Convertible notes
|
|
3,598
|
|
|
—
|
|
|
3,598
|
|
|
—
|
|
Total
|
|
7,498
|
|
|
3,631
|
|
|
7,498
|
|
|
3,631
|
|
|
|
Net Unrealized Gain (Loss) on Marketable Securities
|
|
Foreign Currency Translation Adjustment
|
|
Accumulated Other Comprehensive Loss
|
||||||
Balance at December 31, 2013
|
|
$
|
12
|
|
|
$
|
(742
|
)
|
|
$
|
(730
|
)
|
Other comprehensive income (loss)
|
|
1
|
|
|
(28
|
)
|
|
(27
|
)
|
|||
Balance at March 31, 2014
|
|
$
|
13
|
|
|
$
|
(770
|
)
|
|
$
|
(757
|
)
|
Other comprehensive (loss) income
|
|
(33
|
)
|
|
98
|
|
|
65
|
|
|||
Amounts reclassified to interest income
|
|
(8
|
)
|
|
—
|
|
|
(8
|
)
|
|||
Balance at June 30, 2014
|
|
$
|
(28
|
)
|
|
$
|
(672
|
)
|
|
$
|
(700
|
)
|
Other comprehensive income (loss)
|
|
35
|
|
|
(137
|
)
|
|
(102
|
)
|
|||
Balance at September 30, 2014
|
|
$
|
7
|
|
|
$
|
(809
|
)
|
|
$
|
(802
|
)
|
|
|
Estimated Fair Value
|
||
Cash
|
|
$
|
126,048
|
|
Issued 1,759,007 shares of Fluidigm common stock
|
|
76,805
|
|
|
Acquisition consideration paid at Acquisition Date
|
|
202,853
|
|
|
Accelerated stock compensation
(1)
|
|
(6,690
|
)
|
|
Estimated fair value of vested Fluidigm equivalent stock options
(2)
|
|
4,039
|
|
|
Working capital adjustment
|
|
(269
|
)
|
|
Aggregate purchase price
|
|
$
|
199,933
|
|
(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 condensed 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
|
|
|
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
|
|
104,245
|
|
|
Other non-current assets
|
|
88
|
|
|
Total assets acquired
|
|
238,609
|
|
|
Accounts payable
|
|
(1,114
|
)
|
|
Accrued compensation and related benefits
|
|
(761
|
)
|
|
Other accrued liabilities
|
|
(1,204
|
)
|
|
Deferred revenue, current portion
|
|
(1,844
|
)
|
|
Tax payable
|
|
(45
|
)
|
|
Deferred tax liability
|
|
(32,079
|
)
|
|
Deferred revenue, net of current portion
|
|
(1,629
|
)
|
|
Net assets acquired
|
|
$
|
199,933
|
|
|
Useful Life
|
Estimated Fair Value
|
||
Developed technology
|
10 years
|
$
|
112,000
|
|
(in thousands)
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Pro forma total revenue
|
|
$
|
29,634
|
|
|
$
|
25,862
|
|
|
$
|
86,755
|
|
|
$
|
68,810
|
|
Pro forma net loss
|
|
$
|
(13,790
|
)
|
|
$
|
(9,142
|
)
|
|
$
|
(44,305
|
)
|
|
$
|
(29,679
|
)
|
|
|
Gross
|
|
|
Accumulated
Amortization
|
|
|
Net
|
|
|
Useful Life
(years)
|
|
|||||||
Developed technology
|
|
$
|
112,000
|
|
|
|
$
|
(7,000
|
)
|
|
|
$
|
105,000
|
|
|
|
|
10
|
|
|
|
Amount
|
||
2014 (remainder of year)
|
|
$
|
2,800
|
|
2015
|
|
|
11,200
|
|
2016
|
|
|
11,200
|
|
2017
|
|
|
11,200
|
|
2018
|
|
|
11,200
|
|
Thereafter
|
|
|
57,400
|
|
|
|
$
|
105,000
|
|
|
|
September 30,
2014 |
|
December 31,
2013
|
||||
Raw materials
|
|
$
|
5,187
|
|
|
$
|
2,650
|
|
Work-in-process
|
|
3,205
|
|
|
1,627
|
|
||
Finished goods
|
|
8,568
|
|
|
3,871
|
|
||
|
|
$
|
16,960
|
|
|
$
|
8,148
|
|
|
|
September 30,
2014 |
|
December 31,
2013 |
||||
Computer equipment and software
|
|
$
|
3,340
|
|
|
$
|
2,728
|
|
Laboratory and manufacturing equipment
|
|
15,839
|
|
|
13,972
|
|
||
Leasehold improvements
|
|
4,485
|
|
|
1,485
|
|
||
Office furniture and fixtures
|
|
1,578
|
|
|
822
|
|
||
|
|
25,242
|
|
|
19,007
|
|
||
Less accumulated depreciation and amortization
|
|
(15,503
|
)
|
|
(14,470
|
)
|
||
Construction-in-progress
|
|
2,929
|
|
|
2,281
|
|
||
Property and equipment, net
|
|
$
|
12,668
|
|
|
$
|
6,818
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||||||||||||||||||||||||||
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
|
Level I
|
|
Level II
|
|
Level III
|
|
Total
|
||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Money market funds
|
|
$
|
10,564
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,564
|
|
|
$
|
17,547
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,547
|
|
U.S. government and agency securities
|
|
—
|
|
|
116,286
|
|
|
—
|
|
|
116,286
|
|
|
—
|
|
|
51,025
|
|
|
—
|
|
|
51,025
|
|
||||||||
Total assets measured at fair value
|
|
$
|
10,564
|
|
|
$
|
116,286
|
|
|
$
|
—
|
|
|
$
|
126,850
|
|
|
$
|
17,547
|
|
|
$
|
51,025
|
|
|
$
|
—
|
|
|
$
|
68,572
|
|
|
|
September 30, 2014
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair Value
|
||||||||
U.S. government and agency securities
|
|
$
|
116,279
|
|
|
$
|
16
|
|
|
$
|
(9
|
)
|
|
$
|
116,286
|
|
|
|
December 31, 2013
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Estimated
Fair Value
|
||||||||
U.S. government and agency securities
|
|
$
|
51,012
|
|
|
$
|
17
|
|
|
$
|
(4
|
)
|
|
$
|
51,025
|
|
|
|
September 30, 2014
|
|
December 31, 2013
|
||||
Cash
|
|
$
|
20,375
|
|
|
$
|
17,714
|
|
Money market funds
|
|
10,564
|
|
|
17,547
|
|
||
Cash and cash equivalents
|
|
$
|
30,939
|
|
|
$
|
35,261
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Beginning balance
|
|
$
|
1,095
|
|
|
$
|
288
|
|
|
$
|
344
|
|
|
$
|
257
|
|
Acquired warranty obligation from DVS
|
|
—
|
|
|
—
|
|
|
791
|
|
|
—
|
|
||||
Warranty accrual, net
|
|
199
|
|
|
25
|
|
|
159
|
|
|
56
|
|
||||
Ending balance
|
|
$
|
1,294
|
|
|
$
|
313
|
|
|
$
|
1,294
|
|
|
$
|
313
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
United States
|
|
$
|
16,711
|
|
|
$
|
10,145
|
|
|
$
|
42,149
|
|
|
$
|
27,213
|
|
Europe
|
|
8,077
|
|
|
3,962
|
|
|
21,991
|
|
|
11,899
|
|
||||
Japan
|
|
958
|
|
|
2,620
|
|
|
5,670
|
|
|
4,504
|
|
||||
Asia-Pacific
|
|
2,792
|
|
|
897
|
|
|
9,496
|
|
|
4,375
|
|
||||
Other
|
|
1,026
|
|
|
421
|
|
|
3,186
|
|
|
1,575
|
|
||||
Total
|
|
$
|
29,564
|
|
|
$
|
18,045
|
|
|
$
|
82,492
|
|
|
$
|
49,566
|
|
|
|||||||||||||||||||||||||||
|
Three Months Ended
|
|
Nine months ended
|
||||||||||||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||||||||||||
|
2014
|
|
2014
|
|
2013
|
|
2013
|
|
2014
|
|
2014
|
|
2013
|
|
2013
|
||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total revenue
|
$
|
29,635
|
|
|
100
|
%
|
|
$
|
18,287
|
|
|
100
|
%
|
|
$
|
82,966
|
|
|
100
|
%
|
|
$
|
50,302
|
|
|
100
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of product revenue
|
11,421
|
|
|
38
|
|
|
5,138
|
|
|
28
|
|
|
30,080
|
|
|
36
|
|
|
14,273
|
|
|
28
|
|
||||
Research and development
|
12,687
|
|
|
43
|
|
|
5,004
|
|
|
27
|
|
|
31,707
|
|
|
38
|
|
|
14,198
|
|
|
28
|
|
||||
Selling, general and administrative
|
18,574
|
|
|
63
|
|
|
12,097
|
|
|
66
|
|
|
52,486
|
|
|
63
|
|
|
34,840
|
|
|
70
|
|
||||
Litigation settlement
|
—
|
|
|
—
|
|
|
1,000
|
|
|
6
|
|
|
—
|
|
|
—
|
|
|
1,000
|
|
|
2
|
|
||||
Acquisition-related expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,696
|
|
|
13
|
|
|
—
|
|
|
—
|
|
||||
Total costs and expenses
|
42,682
|
|
|
144
|
|
|
23,239
|
|
|
127
|
|
|
124,969
|
|
|
150
|
|
|
64,311
|
|
|
128
|
|
||||
Loss from operations
|
(13,047
|
)
|
|
(44
|
)
|
|
(4,952
|
)
|
|
(27
|
)
|
|
(42,003
|
)
|
|
(50
|
)
|
|
(14,009
|
)
|
|
(28
|
)
|
||||
Interest expense
|
(1,453
|
)
|
|
(5
|
)
|
|
(1
|
)
|
|
—
|
|
|
(3,894
|
)
|
|
(5
|
)
|
|
(13
|
)
|
|
—
|
|
||||
Gain from sale of investment in Verinata
|
332
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
332
|
|
|
—
|
|
|
1,777
|
|
|
3
|
|
||||
Other (expense) income, net
|
(338
|
)
|
|
(1
|
)
|
|
709
|
|
|
4
|
|
|
(308
|
)
|
|
—
|
|
|
457
|
|
|
1
|
|
||||
Loss before income taxes
|
(14,506
|
)
|
|
(49
|
)
|
|
(4,244
|
)
|
|
(23
|
)
|
|
(45,873
|
)
|
|
(55
|
)
|
|
(11,788
|
)
|
|
(24
|
)
|
||||
Benefit from (provision for) income taxes
|
716
|
|
|
2
|
|
|
(42
|
)
|
|
—
|
|
|
3,987
|
|
|
5
|
|
|
(95
|
)
|
|
—
|
|
||||
Net loss
|
$
|
(13,790
|
)
|
|
(47
|
)%
|
|
$
|
(4,286
|
)
|
|
(23
|
)%
|
|
$
|
(41,886
|
)
|
|
(50
|
)%
|
|
$
|
(11,883
|
)
|
|
(24
|
)%
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Instruments
|
|
$
|
17,850
|
|
|
$
|
10,894
|
|
|
$
|
48,327
|
|
|
$
|
28,964
|
|
Consumables
|
|
11,714
|
|
|
7,151
|
|
|
34,165
|
|
|
20,602
|
|
||||
Product revenue
|
|
29,564
|
|
|
18,045
|
|
|
82,492
|
|
|
49,566
|
|
||||
License revenue
|
|
71
|
|
|
78
|
|
|
257
|
|
|
242
|
|
||||
Grant revenue
|
|
—
|
|
|
164
|
|
|
217
|
|
|
494
|
|
||||
Total revenue
|
|
$
|
29,635
|
|
|
$
|
18,287
|
|
|
$
|
82,966
|
|
|
$
|
50,302
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2014
|
|
2013
|
||||||||||||||||||||
United States
|
|
$
|
16,711
|
|
|
57
|
%
|
|
$
|
10,145
|
|
|
56
|
%
|
|
$
|
42,149
|
|
|
51
|
%
|
|
$
|
27,213
|
|
|
55
|
%
|
Europe
|
|
8,077
|
|
|
27
|
%
|
|
3,962
|
|
|
22
|
%
|
|
21,991
|
|
|
27
|
%
|
|
11,899
|
|
|
24
|
%
|
||||
Japan
|
|
958
|
|
|
3
|
%
|
|
2,620
|
|
|
15
|
%
|
|
5,670
|
|
|
7
|
%
|
|
4,504
|
|
|
9
|
%
|
||||
Asia-Pacific
|
|
2,792
|
|
|
9
|
%
|
|
897
|
|
|
5
|
%
|
|
9,496
|
|
|
11
|
%
|
|
4,375
|
|
|
9
|
%
|
||||
Other
|
|
1,026
|
|
|
4
|
%
|
|
421
|
|
|
2
|
%
|
|
3,186
|
|
|
4
|
%
|
|
1,575
|
|
|
3
|
%
|
||||
Total
|
|
$
|
29,564
|
|
|
100
|
%
|
|
$
|
18,045
|
|
|
100
|
%
|
|
$
|
82,492
|
|
|
100
|
%
|
|
$
|
49,566
|
|
|
100
|
%
|
|
|
Three Months Ended
September 30, |
||||||
2014
|
|
2013
|
||||||
Cost of product revenue
|
|
$
|
11,421
|
|
|
$
|
5,138
|
|
Product margin
|
|
61
|
%
|
|
72
|
%
|
|
|
Three Months Ended
September 30, |
||||||
2014
|
|
2013
|
||||||
Research and development
|
|
$
|
12,687
|
|
|
$
|
5,004
|
|
Selling, general and administrative
|
|
18,574
|
|
|
12,097
|
|
||
Total operating expenses
|
|
$
|
31,261
|
|
|
$
|
17,101
|
|
|
|
Three Months Ended
September 30, |
||||||
2014
|
|
2013
|
||||||
Interest expense
|
|
$
|
(1,453
|
)
|
|
$
|
(1
|
)
|
Gain from sale of investment in Verinata
|
|
332
|
|
|
—
|
|
||
Other (expense) income, net
|
|
(338
|
)
|
|
709
|
|
||
Total
|
|
$
|
(1,459
|
)
|
|
$
|
708
|
|
|
|
Nine Months Ended
September 30, |
||||||
2014
|
|
2013
|
||||||
Cost of product revenue
|
|
$
|
30,080
|
|
|
$
|
14,273
|
|
Product margin
|
|
64
|
%
|
|
71
|
%
|
|
|
Nine Months Ended
September 30, |
||||||
2014
|
|
2013
|
||||||
Research and development
|
|
$
|
31,707
|
|
|
$
|
14,198
|
|
Selling, general and administrative
|
|
52,486
|
|
|
34,840
|
|
||
Acquisition-related expenses
|
|
10,696
|
|
|
—
|
|
||
Total operating expenses
|
|
$
|
94,889
|
|
|
$
|
49,038
|
|
|
|
Nine Months Ended
September 30, |
||||||
2014
|
|
2013
|
||||||
Interest expense
|
|
$
|
(3,894
|
)
|
|
$
|
(13
|
)
|
Gain from sales of investment in Verinata
|
|
332
|
|
|
1,777
|
|
||
Other (expense) income, net
|
|
(308
|
)
|
|
457
|
|
||
Total
|
|
$
|
(3,870
|
)
|
|
$
|
2,221
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2014
|
|
2013
|
||||
Cash flow summary
|
|
|
|
|
||||
Net cash used in operating activities
|
|
$
|
(19,098
|
)
|
|
$
|
(4,829
|
)
|
Net cash used in investing activities
|
|
(184,037
|
)
|
|
(37,182
|
)
|
||
Net cash provided by financing activities
|
|
199,296
|
|
|
3,501
|
|
||
Net decrease in cash and cash equivalents
|
|
(4,322
|
)
|
|
(38,550
|
)
|
•
|
projections of Fluidigm Sciences’ revenue growth, if any, and future revenues;
|
•
|
the amount of goodwill and intangibles that resulted from the acquisition;
|
•
|
certain other purchase accounting adjustments that we expect may be recorded in our financial statements in connection with the acquisition;
|
•
|
our ability to maintain, develop, and deepen relationships with customers of Fluidigm Sciences; and
|
•
|
other financial and strategic risks of the acquisition.
|
•
|
The IFCs used in our microfluidic systems are fabricated using a specialized polymer, and other specialized materials, that are available from a limited number of sources. In the past, we have encountered quality issues that have reduced our manufacturing yield or required the use of additional manufacturing processes.
|
•
|
Specialized pneumatic and electronic components for our C
1
Single-Cell Auto Prep System are available from a limited number of sources.
|
•
|
The electron multiplier included in the CyTOF system, and the nickel sampler cone and certain metal isotopes used with the CyTOF system, are purchased from single source suppliers and are available from a limited number of sources.
|
•
|
The raw materials for our DELTAgene and SNPtype assays and Access Array Target-Specific primers are available from a limited number of sources.
|
•
|
we may be subject to increased component or assembly costs;
|
•
|
we may not be able to obtain adequate supply or services in a timely manner or on commercially reasonable terms;
|
•
|
our suppliers or service providers may make errors in manufacturing or assembly of components that could negatively affect the efficacy of our products or cause delays in shipment of our products; and
|
•
|
our suppliers or service providers may encounter capacity constraints or financial hardships unrelated to our demand for components or services, which could inhibit their ability to fulfill our orders and meet our requirements.
|
•
|
changes in economic conditions;
|
•
|
natural disasters;
|
•
|
changes in government programs that provide funding to research institutions and companies;
|
•
|
changes in the regulatory environment affecting life science and Ag-Bio companies engaged in research and commercial activities;
|
•
|
differences in budget cycles across various geographies and industries;
|
•
|
market-driven pressures on companies to consolidate operations and reduce costs;
|
•
|
mergers and acquisitions in the life science and Ag-Bio industries; and
|
•
|
other factors affecting research and development spending.
|
•
|
difficulties in integrating and managing the operations, technologies, and products of the companies we acquire;
|
•
|
diversion of our management’s attention from normal daily operation of our business;
|
•
|
our inability to maintain the key business relationships and the reputations of the businesses we acquire;
|
•
|
our inability to retain key personnel of the acquired company;
|
•
|
uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
|
•
|
our dependence on unfamiliar affiliates and customers of the companies we acquire;
|
•
|
insufficient revenue to offset our increased expenses associated with acquisitions;
|
•
|
our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
|
•
|
our inability to maintain internal standards, controls, procedures, and policies.
|
•
|
required compliance with existing and changing foreign regulatory requirements and laws, such as the RoHS and WEEE directives, which regulate the use of certain hazardous substances in, and require the collection, reuse, and recycling of waste from, products we manufacture;
|
•
|
required compliance with anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, data privacy requirements, labor laws, and anti-competition regulations;
|
•
|
export or import restrictions;
|
•
|
laws and business practices favoring local companies;
|
•
|
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
unstable economic, political, and regulatory conditions;
|
•
|
potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements, and other trade barriers;
|
•
|
difficulties and costs of staffing and managing foreign operations; and
|
•
|
difficulties protecting or procuring intellectual property rights.
|
•
|
a failure to achieve market acceptance or expansion of our product sales;
|
•
|
loss of customer orders and delay in order fulfillment;
|
•
|
damage to our brand reputation;
|
•
|
increased cost of our warranty program due to product repair or replacement;
|
•
|
product recalls or replacements;
|
•
|
inability to attract new customers;
|
•
|
diversion of resources from our manufacturing and research and development departments into our service department; and
|
•
|
legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.
|
•
|
expanding the commercialization of our products;
|
•
|
funding our operations;
|
•
|
furthering our research and development; and
|
•
|
acquiring other businesses or assets and licensing technologies.
|
•
|
market acceptance of our products;
|
•
|
the cost of our research and development activities;
|
•
|
the cost of filing and prosecuting patent applications;
|
•
|
the cost of defending, in litigation or otherwise, any claims that we infringe third-party patents or violate other intellectual property rights;
|
•
|
the cost and timing of regulatory clearances or approvals, if any;
|
•
|
the cost and timing of establishing additional sales, marketing, and distribution capabilities;
|
•
|
the cost and timing of establishing additional technical support capabilities;
|
•
|
the effect of competing technological and market developments; and
|
•
|
the extent to which we acquire or invest in businesses, products, and technologies, although we currently have no commitments or agreements relating to any of these types of transactions.
|
•
|
We might not have been the first to make the inventions covered by each of our pending patent applications;
|
•
|
We might not have been the first to file patent applications for these inventions;
|
•
|
The patents of others may have an adverse effect on our business; and
|
•
|
Others may independently develop similar or alternative products and technologies or duplicate any of our products and technologies.
|
•
|
actual or anticipated quarterly variation in our results of operations or the results of our competitors;
|
•
|
announcements or communications by us or our competitors relating to, among other things, new commercial products, technological advances, significant contracts, commercial relationships, capital commitments, acquisitions or sales of businesses, and/or misperceptions in or speculation by the market regarding such announcements or communications;
|
•
|
issuance of new or changed securities analysts’ reports or recommendations for our stock;
|
•
|
developments or disputes concerning our intellectual property or other proprietary rights;
|
•
|
commencement of, or our involvement in, litigation;
|
•
|
market conditions in the life science, Ag-Bio, and clinical research sectors;
|
•
|
failure to complete significant sales;
|
•
|
manufacturing disruptions that could occur if we were unable to successfully expand our production in our current or an alternative facility;
|
•
|
any future sales of our common stock or other securities in connection with raising additional capital or otherwise;
|
•
|
any major change to the composition of our board of directors or management; and
|
•
|
general economic conditions and slow or negative growth of our markets.
|
•
|
authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;
|
•
|
require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
|
•
|
specify that special meetings of our stockholders can be called only by our board of directors, the chairman of the board, the chief executive officer or the president;
|
•
|
establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed nominations of persons for election to our board of directors;
|
•
|
establish that our board of directors is divided into three classes, Class I, Class II, and Class III, with each class serving staggered three year terms;
|
•
|
provide that our directors may be removed only for cause;
|
•
|
provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum;
|
•
|
specify that no stockholder is permitted to cumulate votes at any election of directors; and
|
•
|
require a super-majority of votes to amend certain of the above-mentioned provisions.
|
•
|
senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes;
|
•
|
equal in right of payment to all of our liabilities that are not so subordinated;
|
•
|
effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and
|
•
|
structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
|
•
|
require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows, or liquidity and, accordingly, does not protect holders of the notes in the event that we experience adverse changes in our financial condition or results of operations;
|
•
|
limit our subsidiaries’ ability to guarantee or incur indebtedness that would rank structurally senior to the notes;
|
•
|
limit our ability to incur additional indebtedness, including secured indebtedness;
|
•
|
restrict our subsidiaries’ ability to issue securities that would be senior to our equity interests in our subsidiaries and therefore would be structurally senior to the notes;
|
•
|
restrict our ability to repurchase our securities;
|
•
|
restrict our ability to pledge our assets or those of our subsidiaries; or
|
•
|
restrict our ability to make investments or pay dividends or make other payments in respect of our common stock or our other indebtedness.
|
|
||||||||
Exhibit
Number
|
|
Description
|
|
Incorporated by
Reference From
Form
|
|
Incorporated
by Reference
From
Exhibit
Number
|
|
Date
Filed
|
|
|
|
|
|
||||
|
|
|
|
|
||||
10.1
|
|
Business Financing Modification Agreement dated July 31, 2014, by and between Bridge Bank, National Association and Fluidigm Corporation (File No. 001-34180)
|
|
10-Q
|
|
10.2
|
|
8/4/2014
|
10.2
|
|
Fifth Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and the registrant, dated September 15, 2014
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
31.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
32.1(1)
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
||||
32.2(1)
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
||||
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
Filed herewith
|
|
|
|
|
(1)
|
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
|
FLUIDIGM CORPORATION
|
||
|
|
|
|
Dated: November 6, 2014
|
By:
|
|
/s/ Gajus V. Worthington
|
|
|
|
Gajus V. Worthington
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Dated: November 6, 2014
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
Vikram Jog
|
|
|
|
Chief Financial Officer
|
Exhibit
Number
|
|
Description
|
|
Incorporated by
Reference From
Form
|
|
Incorporated
by Reference
From
Exhibit
Number
|
|
Date
Filed
|
|
|
|
|
|
||||
10.1
|
|
Business Financing Modification Agreement dated July 31, 2014, by and between Bridge Bank, National Association and Fluidigm Corporation (File No. 001-34180)
|
|
10-Q
|
|
10.2
|
|
8/4/2014
|
10.2
|
|
Fifth Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and the registrant, dated September 15, 2014
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
31.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
32.1(1)
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of President and Chief Executive Officer
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
||||
32.2(1)
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
||||
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.LAB
|
|
XBRL Taxonomy Extension Label Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.PRE
|
|
XBRL Taxonomy Extension Presentation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
||||
101.DEF
|
|
XBRL Taxonomy Extension Definition Document
|
|
Filed herewith
|
|
|
|
|
(1)
|
|
In accordance with Item 601(b)(32)(ii) of Regulation S-K and SEC Release No. 33-8238 and 34-47986, Final Rule: Management’s Reports on Internal Control Over Financial Reporting and Certification of Disclosure in Exchange Act Periodic Reports, the certifications furnished in Exhibits 32.1 and 32.2 hereto are deemed to accompany this Form 10-Q and will not be deemed “filed” for purposes of Section 18 of the Exchange Act. Such certifications will not be deemed to be incorporated by reference into any filings under the Securities Act or the Exchange Act, except to the extent that the registrant specifically incorporates it by reference.
|
1.
|
Third Expansion Premises
. In addition to the Current Premises, commencing on the Third Expansion Premises Commencement Date (as defined below), Landlord leases to Tenant, and Tenant leases from Landlord, the Third Expansion Premises.
|
2.
|
Delivery
. Landlord shall deliver (“
Delivery
” or “
Deliver
”) the Third Expansion Premises to Tenant on the date that is 1 business day after the mutual execution and delivery of this Fifth Amendment by the parties. The “
Third Expansion Premises Commencement Date
” shall be the date Landlord Delivers the Third Expansion Premises to Tenant. The “
Third Expansion Premises Rent Commencement Date
” shall be October 1, 2014. Upon request of Landlord, Tenant shall execute and deliver a written acknowledgment of the Third Expansion Premises Commencement Date in substantially the form of the “Acknowledgement of Commencement Date” attached to the Second Amendment as
Exhibit B
;
provided
,
however
, Tenant’s failure to execute and deliver such acknowledgment shall not affect Landlord’s rights hereunder.
|
3.
|
Definition of Premises
. Commencing on the Third Expansion Premises Commencement Date, the defined term "
Premises
" on Page 1 of the Lease is deleted in its entirety and replaced with the following:
|
4.
|
Base Rent
.
|
5.
|
Tenant’s Share of Operating Expenses
. Tenant shall continue to pay Operating Expenses as provided for in the Lease through the TEP OPEX Adjustment Date (as defined below). Commencing on the earlier of the (i) date that Tenant commences business operations in all of the Third Expansion Premises, or (ii) the Third Expansion Premises Rent Commencement Date (either, the “
TEP OPEX Adjustment Date
”),Tenant’s Share of Operating Expenses payable by Tenant under the Lease shall be increased by 6.53% and Tenant shall commence paying Operating Expenses with respect to the Third Expansion Premises, and commencing on May 1, 2015, the total Tenant’s Share of Operating
|
6.
|
Third Expansion Premises TI Allowance
. Landlord shall make available to Tenant a tenant improvement allowance of up to $178,060 (the "
Third Expansion Premises TI Allowance
") for the design and construction of fixed and permanent improvements desired by and performed by Tenant in any portion of the Premises (the "
Additional Tenant Improvements
"). The scope of work for the Additional Tenant Improvements attached hereto as
Schedule 1
has been approved by Landlord and Tenant.
Except as otherwise provided in this
Section 6
, the Third Expansion Premises TI Allowance shall be available only for the design and construction of Additional Tenant Improvements. Tenant acknowledges that upon the expiration of the Term of the Lease, the Additional Tenant Improvements shall become the property of Landlord and may not be removed by Tenant. Except for the Third Expansion Premises TI Allowance, Tenant shall be solely responsible for all of the costs of the Additional Tenant Improvements; provided, however, Landlord shall be responsible, as an Operating Expense (subject to the terms of Section 5 of the Lease), for performing any code upgrades related to accessibility outside the Premises that are triggered by Tenant’s performance of the Additional Tenant Improvements. The Additional Tenant Improvements shall be treated as Alterations and shall be undertaken pursuant to
Section 12
of the Lease. In connection with the Additional Tenant Improvements, Tenant shall pay to Landlord a construction management fee equal to 1% of the hard costs incurred in connection with the Additional Tenant Improvements. The contractor for the Additional Tenant Improvements shall be selected by Tenant, subject to Landlord's approval, which approval shall not be unreasonably withheld, conditioned or delayed. Landlord hereby approves of DGA as Tenant’s architect for the Additional Tenant Improvements and Landmark Builders as Tenant’s general contractor for the Additional Tenant Improvements. Prior to the commencement of the Additional Tenant Improvements, Tenant shall deliver to Landlord a copy of any contract with Tenant’s contractors, and certificates of insurance from any contractor performing any part of the Additional Tenant Improvements evidencing industry standard commercial general liability, automotive liability, “builder’s risk”, and workers' compensation insurance. Tenant shall cause the general contractor to provide a certificate of insurance naming Landlord, Alexandria Real Estate Equities, Inc., and Landlord’s lender (if any) as additional insureds for the general contractor’s liability coverages required above.
|
7.
|
Base Term
. The Base Term of the Lease with respect to the Third Expansion Premises shall expire on April 30, 2020, concurrently with the expiration of the Base Term of the Lease with respect to the Current Premises.
|
8.
|
Removal of Tenant Improvements
. Tenant shall not be required to remove any of the Tenant Improvements existing in the Current Premises as of the date of this Fifth Amendment or any Tenant Improvements constructed in the Premises pursuant to
Section 6
of this Fifth Amendment at the expiration or earlier termination of the Term nor shall Tenant have the right to remove any such Tenant Improvements at any time.
|
9.
|
Extension Right
. For the avoidance of doubt, Tenant’s Extension Right pursuant to
Section 39
of the Lease (as amended by the Second Amendment) shall apply to both the Current Premises and the Third Expansion Premises and, if exercised by Tenant pursuant to the terms of
Section 39
, must be exercised with respect to the entire Premises.
|
10.
|
Right of First Refusal
. Notwithstanding anything to the contrary contained in the Lease, (i) the ROFR Expiration Date (as defined in the Third Amendment) is hereby extended from April 1, 2016, through April 15, 2017, and (ii) the definition of “
ROFR Space
” in
Section 1(a)
of the Third Amendment is hereby deleted in its entirety and replaced with the following: “any space in the Building which is not occupied by a tenant or which is occupied by an existing tenant whose lease is expiring within 9 months or less and Landlord’s direct tenant for such space does not wish to renew (whether or not such tenant has a right to renew) its own occupancy of such space.” References to tenant in the preceding sentence include any such tenant’s successors or assigns.
|
11.
|
Environmental
. Notwithstanding anything to the contrary contained in
Section 28
or
Section 30
of the original Lease, Tenant shall not be responsible for or have any liability to Landlord, and the indemnification and hold harmless obligation set forth in
Section 30(a)
of the original Lease shall not apply to Hazardous Materials in the Third Expansion Premises, which Hazardous Materials Tenant proves to Landlord’s reasonable satisfaction (i) existed prior to the Third Expansion Premises Commencement Date, (ii) originated from any separately demised tenant space within the Project other than the Premises, (iii) were not brought upon, kept, used, stored, handled, treated, generated in, or released or disposed of from, the Project by Tenant or any Tenant Party, or (iv) migrated from outside the Third Expansion Premises into the Third Expansion Premises, unless in each case, to the extent the presence of such Hazardous Materials (x) is the result of a breach by Tenant of any of its obligations under the Lease, or (y) was caused, contributed to or exacerbated by Tenant or any Tenant Party.
|
12.
|
Disclosure
. For purposes of Section 1938 of the California Civil Code, as of the date of this First Amendment, Tenant acknowledges having been advised by Landlord that the Project has not been inspected by a certified access specialist.
|
13.
|
Brokers
. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “
Broker
"), other than Cresa Palo Alto and Jones Lang LaSalle, in connection with the transaction reflected in this Fifth Amendment. Landlord and Tenant each hereby agrees to indemnify and hold the other harmless from and against any claims by any Broker, other than the brokers named in this Fifth Amendment, claiming a commission or other form of compensation by virtue of having dealt with Tenant or Landlord, as applicable, with regard to this leasing transaction.
|
14.
|
Miscellaneous
.
|
LANDLORD:
|
ARE-SAN FRANCISCO NO. 17, LLC,
a Delaware limited liability company
|
|||
|
By:
|
ALEXANDRIA REAL ESTATE EQUITIES, L.P.,
a Delaware limited partnership,
managing member
|
||
|
|
By:
|
ARE-QRS CORP., a Maryland corporation,
general partner
|
|
|
|
|
By:
|
/s/ Eric S. Johnson
|
|
|
|
|
Eric S. Johnson
|
|
|
|
Its:
|
Vice President, Real Estate Legal Affairs
|
|
|
|
|
|
TENANT:
|
FLUIDIGM CORPORATION,
a Delaware corporation
|
|||
|
By:
|
/s/ Vikram Jog
|
||
|
|
Vikram Jog
|
||
|
Its:
|
Chief Financial Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Fluidigm Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: November 6, 2014
|
By:
|
|
/s/ Gajus V. Worthington
|
|
|
|
Gajus V. Worthington
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this quarterly report on Form 10-Q of Fluidigm Corporation;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
a.
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
b.
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
c.
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
d.
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
a.
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
b.
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
Dated: November 6, 2014
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
Vikram Jog
|
|
|
|
Chief Financial Officer
|
|
By:
|
|
/s/ Gajus V. Worthington
|
|
|
|
Gajus V. Worthington
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
|
|
|
Date: November 6, 2014
|
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
Vikram Jog
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
Date: November 6, 2014
|