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ý
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Delaware
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77-0513190
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Large accelerated filer
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ý
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Accelerated filer
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¨
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I.
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|
|
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Item 1.
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||
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|
|
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Condensed Consolidated Balance Sheets - September 30, 2016 and December 31, 2015
|
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Condensed Consolidated Statements of Operations for the three and nine months ended September 30, 2016 and 2015
|
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Condensed Consolidated Statements of Comprehensive Loss for the three and nine months ended September 30, 2016 and 2015
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Condensed Consolidated Statements of Cash Flows for the nine months ended September 30, 2016 and 2015
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Item 2.
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Item 3.
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Item 4.
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||
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PART II.
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Item 1.
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||
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Item 1A.
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||
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Item 5.
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Other Information
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Item 6.
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||
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|
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September 30,
2016 |
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December 31,
2015 |
||||
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|
|
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(Note 2)
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
32,306
|
|
|
$
|
29,117
|
|
Short-term investments
|
|
38,941
|
|
|
65,855
|
|
||
Accounts receivable (net of allowances of $528 at September 30, 2016 and $103 at December 31, 2015)
|
|
12,835
|
|
|
25,457
|
|
||
Inventories
|
|
20,838
|
|
|
17,924
|
|
||
Prepaid expenses and other current assets
|
|
3,167
|
|
|
5,742
|
|
||
Total current assets
|
|
108,087
|
|
|
144,095
|
|
||
Long-term investments
|
|
—
|
|
|
6,493
|
|
||
Property and equipment, net
|
|
17,305
|
|
|
15,258
|
|
||
Other non-current assets
|
|
8,278
|
|
|
9,048
|
|
||
Developed technology, net
|
|
82,643
|
|
|
91,048
|
|
||
Goodwill
|
|
104,108
|
|
|
104,108
|
|
||
Total assets
|
|
$
|
320,421
|
|
|
$
|
370,050
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
4,871
|
|
|
$
|
6,094
|
|
Accrued compensation and related benefits
|
|
2,972
|
|
|
3,553
|
|
||
Other accrued liabilities
|
|
10,348
|
|
|
11,015
|
|
||
Deferred revenue, current
|
|
9,724
|
|
|
9,419
|
|
||
Total current liabilities
|
|
27,915
|
|
|
30,081
|
|
||
Convertible notes, net
|
|
194,881
|
|
|
194,673
|
|
||
Deferred tax liability, net
|
|
21,035
|
|
|
23,595
|
|
||
Deferred revenue, non-current
|
|
4,628
|
|
|
4,398
|
|
||
Other non-current liabilities
|
|
3,990
|
|
|
2,402
|
|
||
Total liabilities
|
|
252,449
|
|
|
255,149
|
|
||
Commitments and contingencies (see Note 7)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at September 30, 2016 and December 31, 2015
|
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 200,000 shares authorized at September 30, 2016 and December 31, 2015; 29,118 and 28,844 shares issued and outstanding as of September 30, 2016 and December 31, 2015, respectively
|
|
29
|
|
|
29
|
|
||
Additional paid-in capital
|
|
490,635
|
|
|
479,508
|
|
||
Accumulated other comprehensive loss
|
|
(911
|
)
|
|
(1,144
|
)
|
||
Accumulated deficit
|
|
(421,781
|
)
|
|
(363,492
|
)
|
||
Total stockholders’ equity
|
|
67,972
|
|
|
114,901
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
320,421
|
|
|
$
|
370,050
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Product revenue
|
|
$
|
17,992
|
|
|
$
|
25,101
|
|
|
$
|
68,095
|
|
|
$
|
74,749
|
|
Service revenue
|
|
4,152
|
|
|
3,487
|
|
|
11,085
|
|
|
9,043
|
|
||||
License and grant revenue
|
|
47
|
|
|
55
|
|
|
182
|
|
|
198
|
|
||||
Total revenue
|
|
22,191
|
|
|
28,643
|
|
|
79,362
|
|
|
83,990
|
|
||||
Costs and expenses:
|
|
|
|
|
|
|
|
|
||||||||
Cost of product revenue
|
|
9,071
|
|
|
10,463
|
|
|
31,097
|
|
|
31,512
|
|
||||
Cost of service revenue
|
|
1,228
|
|
|
967
|
|
|
3,673
|
|
|
2,529
|
|
||||
Research and development
|
|
9,252
|
|
|
9,444
|
|
|
29,642
|
|
|
29,524
|
|
||||
Selling, general and administrative
|
|
21,123
|
|
|
19,558
|
|
|
70,444
|
|
|
60,874
|
|
||||
Gain on escrow settlement
|
|
—
|
|
|
(3,986
|
)
|
|
—
|
|
|
(3,986
|
)
|
||||
Total costs and expenses
|
|
40,674
|
|
|
36,446
|
|
|
134,856
|
|
|
120,453
|
|
||||
Loss from operations
|
|
(18,483
|
)
|
|
(7,803
|
)
|
|
(55,494
|
)
|
|
(36,463
|
)
|
||||
Interest expense
|
|
(1,454
|
)
|
|
(1,451
|
)
|
|
(4,361
|
)
|
|
(4,355
|
)
|
||||
Other expense, net
|
|
(161
|
)
|
|
(377
|
)
|
|
(527
|
)
|
|
(889
|
)
|
||||
Loss before income taxes
|
|
(20,098
|
)
|
|
(9,631
|
)
|
|
(60,382
|
)
|
|
(41,707
|
)
|
||||
Benefit from income taxes
|
|
309
|
|
|
362
|
|
|
2,093
|
|
|
1,271
|
|
||||
Net loss
|
|
$
|
(19,789
|
)
|
|
$
|
(9,269
|
)
|
|
$
|
(58,289
|
)
|
|
$
|
(40,436
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.68
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(2.01
|
)
|
|
$
|
(1.41
|
)
|
Shares used in computing net loss per share, basic and diluted
|
|
29,069
|
|
|
28,758
|
|
|
28,959
|
|
|
28,677
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Net loss
|
|
$
|
(19,789
|
)
|
|
$
|
(9,269
|
)
|
|
$
|
(58,289
|
)
|
|
$
|
(40,436
|
)
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
|
|
||||||||
Unrealized (loss) gain on securities
|
|
$
|
(12
|
)
|
|
$
|
11
|
|
|
$
|
92
|
|
|
$
|
86
|
|
Foreign currency translation adjustment
|
|
(41
|
)
|
|
(108
|
)
|
|
141
|
|
|
(86
|
)
|
||||
Other comprehensive (loss) income, net of tax
|
|
(53
|
)
|
|
(97
|
)
|
|
233
|
|
|
—
|
|
||||
Total comprehensive loss
|
|
$
|
(19,842
|
)
|
|
$
|
(9,366
|
)
|
|
$
|
(58,056
|
)
|
|
$
|
(40,436
|
)
|
|
|
Nine Months Ended September 30,
|
||||||
|
|
2016
|
|
2015
|
||||
Operating activities
|
|
|
|
|
||||
Net loss
|
|
$
|
(58,289
|
)
|
|
$
|
(40,436
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
||||
Depreciation and amortization
|
|
4,972
|
|
|
4,030
|
|
||
Stock-based compensation expense
|
|
11,033
|
|
|
12,850
|
|
||
Amortization of developed technology
|
|
8,400
|
|
|
8,400
|
|
||
Gain from escrow settlement
|
|
—
|
|
|
(3,986
|
)
|
||
Other non-cash items
|
|
592
|
|
|
223
|
|
||
Changes in assets and liabilities:
|
|
|
|
|
||||
Accounts receivable, net
|
|
12,073
|
|
|
(3,571
|
)
|
||
Inventories
|
|
(4,136
|
)
|
|
(4,568
|
)
|
||
Prepaid expenses and other current assets
|
|
236
|
|
|
(728
|
)
|
||
Other non-current assets
|
|
(84
|
)
|
|
(116
|
)
|
||
Accounts payable
|
|
(1,443
|
)
|
|
702
|
|
||
Deferred revenue
|
|
515
|
|
|
2,000
|
|
||
Other current liabilities
|
|
(1,274
|
)
|
|
(3,441
|
)
|
||
Other non-current liabilities
|
|
(972
|
)
|
|
(1,688
|
)
|
||
Net cash used in operating activities
|
|
(28,377
|
)
|
|
(30,329
|
)
|
||
Investing activities
|
|
|
|
|
||||
Purchases of investments
|
|
(38,564
|
)
|
|
(53,704
|
)
|
||
Proceeds from sales and maturities of investments
|
|
71,922
|
|
|
77,319
|
|
||
Proceeds from sale of investment in Verinata
|
|
2,330
|
|
|
—
|
|
||
Purchase of intangible assets
|
|
—
|
|
|
(170
|
)
|
||
Purchases of property and equipment
|
|
(4,371
|
)
|
|
(2,545
|
)
|
||
Net cash provided by investing activities
|
|
31,317
|
|
|
20,900
|
|
||
Financing activities
|
|
|
|
|
||||
Proceeds from exercise of stock options, net of taxes paid
|
|
96
|
|
|
5,272
|
|
||
Net cash provided by financing activities
|
|
96
|
|
|
5,272
|
|
||
Effect of foreign exchange rate fluctuations on cash and cash equivalents
|
|
153
|
|
|
(739
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
|
3,189
|
|
|
(4,896
|
)
|
||
Cash and cash equivalents at beginning of period
|
|
29,117
|
|
|
33,713
|
|
||
Cash and cash equivalents at end of period
|
|
$
|
32,306
|
|
|
$
|
28,817
|
|
•
|
unamortized debt issuance costs of
$1.0 million
as of December 31, 2015 from other non-current assets to a reduction of Convertible Notes, net on the condensed consolidated balance sheets;
|
•
|
service revenue and cost of service revenue are excluded from total product revenue and total cost of product revenue, as previously reported;
|
•
|
revenue by geographic area includes license and grant revenue; and
|
•
|
revenue by geographic area generated in Japan is included in revenue generated in Asia-Pacific.
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||
Stock options, restricted stock units and performance awards
|
|
4,947
|
|
|
3,839
|
|
|
4,947
|
|
|
3,839
|
|
Convertible notes
|
|
3,598
|
|
|
3,598
|
|
|
3,598
|
|
|
3,598
|
|
Total
|
|
8,545
|
|
|
7,437
|
|
|
8,545
|
|
|
7,437
|
|
|
|
Net Unrealized Gain (Loss) on Securities
|
|
Foreign Currency Translation Adjustment
|
|
Other Comprehensive Loss
|
||||||
Balance at December 31, 2015
|
|
$
|
(72
|
)
|
|
$
|
(1,072
|
)
|
|
$
|
(1,144
|
)
|
Other comprehensive income
|
|
81
|
|
|
178
|
|
|
259
|
|
|||
Balance at March 31, 2016
|
|
$
|
9
|
|
|
$
|
(894
|
)
|
|
$
|
(885
|
)
|
Other comprehensive income
|
|
23
|
|
|
4
|
|
|
27
|
|
|||
Balance at June 30, 2016
|
|
$
|
32
|
|
|
$
|
(890
|
)
|
|
$
|
(858
|
)
|
Other comprehensive income (loss)
|
|
(12
|
)
|
|
(41
|
)
|
|
(53
|
)
|
|||
Balance at September 30, 2016
|
|
$
|
20
|
|
|
$
|
(931
|
)
|
|
$
|
(911
|
)
|
|
|
Purchase Consideration
|
||
Cash
|
|
$
|
126,048
|
|
Issued 1,759,007 shares of Fluidigm common stock
(2)
|
|
76,805
|
|
|
Acquisition consideration paid at Acquisition Date
|
|
202,853
|
|
|
Accelerated stock compensation
(1)
|
|
(6,690
|
)
|
|
Estimated fair value of vested Fluidigm equivalent stock options
(2)
|
|
4,039
|
|
|
Working capital adjustment
|
|
(269
|
)
|
|
Aggregate purchase price
|
|
$
|
199,933
|
|
(1)
|
As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a
$6.7 million
expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014.
|
(2)
|
In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan
|
|
|
Allocation of purchase price
|
||
Cash and cash equivalents
|
|
$
|
8,405
|
|
Accounts receivable, net
|
|
7,698
|
|
|
Inventories
|
|
3,489
|
|
|
Prepaid expenses and other current assets
|
|
1,482
|
|
|
Property and equipment, net
|
|
1,202
|
|
|
Developed technology
|
|
112,000
|
|
|
Goodwill
|
|
104,108
|
|
|
Other non-current assets
|
|
88
|
|
|
Total assets acquired
|
|
238,472
|
|
|
Accounts payable
|
|
(1,114
|
)
|
|
Accrued compensation and related benefits
|
|
(761
|
)
|
|
Other accrued liabilities
|
|
(1,204
|
)
|
|
Deferred revenue, current portion
|
|
(1,844
|
)
|
|
Tax payable
|
|
(45
|
)
|
|
Deferred tax liability
|
|
(31,942
|
)
|
|
Deferred revenue, non-current
|
|
(1,629
|
)
|
|
Net assets acquired
|
|
$
|
199,933
|
|
|
|
Gross Fair Value
|
|
Accumulated Amortization
|
|
Net
|
|
Useful Life (years)
|
||||||
Developed technology
|
|
$
|
112,000
|
|
|
$
|
(29,400
|
)
|
|
$
|
82,600
|
|
|
10
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Raw materials
|
|
$
|
8,765
|
|
|
$
|
6,829
|
|
Work-in-process
|
|
1,698
|
|
|
2,442
|
|
||
Finished goods
|
|
10,375
|
|
|
8,653
|
|
||
Total inventories, net
|
|
$
|
20,838
|
|
|
$
|
17,924
|
|
|
|
September 30, 2016
|
|
December 31, 2015
|
||||
Computer equipment and software
|
|
$
|
5,527
|
|
|
$
|
5,048
|
|
Laboratory and manufacturing equipment
|
|
23,718
|
|
|
21,783
|
|
||
Leasehold improvements
|
|
8,523
|
|
|
5,875
|
|
||
Office furniture and fixtures
|
|
2,122
|
|
|
1,584
|
|
||
|
|
39,890
|
|
|
34,290
|
|
||
Less accumulated depreciation and amortization
|
|
(23,181
|
)
|
|
(19,618
|
)
|
||
Construction-in-progress
|
|
596
|
|
|
586
|
|
||
Property and equipment, net
|
|
$
|
17,305
|
|
|
$
|
15,258
|
|
|
|
Amount
|
||
2016 (remainder of the year)
|
|
$
|
3,102
|
|
2017
|
|
12,390
|
|
|
2018
|
|
12,326
|
|
|
2019
|
|
12,234
|
|
|
2020
|
|
12,316
|
|
|
Thereafter
|
|
37,228
|
|
|
|
|
$
|
89,596
|
|
|
|
September 30, 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
|
|
$
|
10,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
10,813
|
|
|
$
|
10,813
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Level I:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market funds
|
|
21,493
|
|
|
—
|
|
|
—
|
|
|
21,493
|
|
|
21,493
|
|
|
—
|
|
|
—
|
|
|||||||
Level II:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. government and agency securities
|
|
38,921
|
|
|
20
|
|
|
—
|
|
|
38,941
|
|
|
—
|
|
|
38,941
|
|
|
—
|
|
|||||||
Total
|
|
$
|
71,227
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
71,247
|
|
|
$
|
32,306
|
|
|
$
|
38,941
|
|
|
$
|
—
|
|
|
|
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
|
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Beginning balance
|
|
$
|
1,046
|
|
|
$
|
1,052
|
|
|
$
|
1,076
|
|
|
$
|
1,178
|
|
Warranty adjustment, net
|
|
(160
|
)
|
|
(36
|
)
|
|
(190
|
)
|
|
(162
|
)
|
||||
Ending balance
|
|
$
|
886
|
|
|
$
|
1,016
|
|
|
$
|
886
|
|
|
$
|
1,016
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
United States
|
|
$
|
12,518
|
|
|
$
|
13,627
|
|
|
$
|
39,531
|
|
|
$
|
43,375
|
|
Europe
|
|
5,194
|
|
|
10,049
|
|
|
22,980
|
|
|
25,977
|
|
||||
Asia-Pacific
|
|
3,625
|
|
|
3,534
|
|
|
13,616
|
|
|
10,750
|
|
||||
Other
|
|
854
|
|
|
1,433
|
|
|
3,235
|
|
|
3,888
|
|
||||
Total revenue
|
|
$
|
22,191
|
|
|
$
|
28,643
|
|
|
$
|
79,362
|
|
|
$
|
83,990
|
|
|
|||||||||||||||||||||||||||
|
Three Months Ended
|
|
Nine Months Ended
|
||||||||||||||||||||||||
|
September 30,
|
|
September 30,
|
||||||||||||||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total revenue
|
$
|
22,191
|
|
|
100
|
%
|
|
$
|
28,643
|
|
|
100
|
%
|
|
$
|
79,362
|
|
|
100
|
%
|
|
$
|
83,990
|
|
|
100
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cost of product revenue
|
9,071
|
|
|
41
|
|
|
10,463
|
|
|
37
|
|
|
31,097
|
|
|
39
|
|
|
31,512
|
|
|
38
|
|
||||
Cost of service revenue
|
1,228
|
|
|
5
|
|
|
967
|
|
|
3
|
|
|
3,673
|
|
|
5
|
|
|
2,529
|
|
|
3
|
|
||||
Research and development
|
9,252
|
|
|
42
|
|
|
9,444
|
|
|
33
|
|
|
29,642
|
|
|
37
|
|
|
29,524
|
|
|
35
|
|
||||
Selling, general and administrative
|
21,123
|
|
|
95
|
|
|
19,558
|
|
|
68
|
|
|
70,444
|
|
|
89
|
|
|
60,874
|
|
|
72
|
|
||||
Gain on escrow settlement
|
—
|
|
|
—
|
|
|
(3,986
|
)
|
|
(14
|
)
|
|
—
|
|
|
—
|
|
|
(3,986
|
)
|
|
(5
|
)
|
||||
Total costs and expenses
|
40,674
|
|
|
183
|
|
|
36,446
|
|
|
127
|
|
|
134,856
|
|
|
170
|
|
|
120,453
|
|
|
143
|
|
||||
Loss from operations
|
(18,483
|
)
|
|
(83
|
)
|
|
(7,803
|
)
|
|
(27
|
)
|
|
(55,494
|
)
|
|
(70
|
)
|
|
(36,463
|
)
|
|
(43
|
)
|
||||
Interest expense
|
(1,454
|
)
|
|
(6
|
)
|
|
(1,451
|
)
|
|
(5
|
)
|
|
(4,361
|
)
|
|
(5
|
)
|
|
(4,355
|
)
|
|
(5
|
)
|
||||
Other expense, net
|
(161
|
)
|
|
(1
|
)
|
|
(377
|
)
|
|
(1
|
)
|
|
(527
|
)
|
|
(1
|
)
|
|
(889
|
)
|
|
(2
|
)
|
||||
Loss before income taxes
|
(20,098
|
)
|
|
(90
|
)
|
|
(9,631
|
)
|
|
(33
|
)
|
|
(60,382
|
)
|
|
(76
|
)
|
|
(41,707
|
)
|
|
(50
|
)
|
||||
Benefit from income taxes
|
309
|
|
|
1
|
|
|
362
|
|
|
1
|
|
|
2,093
|
|
|
3
|
|
|
1,271
|
|
|
2
|
|
||||
Net loss
|
$
|
(19,789
|
)
|
|
(89
|
)%
|
|
$
|
(9,269
|
)
|
|
(32
|
)%
|
|
$
|
(58,289
|
)
|
|
(73
|
)%
|
|
$
|
(40,436
|
)
|
|
(48
|
)%
|
|
|
Three Months Ended
September 30, |
|
Nine Months Ended
September 30, |
||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
||||||||
Instruments
|
|
$
|
9,172
|
|
|
$
|
15,057
|
|
|
$
|
36,181
|
|
|
$
|
42,757
|
|
Consumables
|
|
8,820
|
|
|
10,044
|
|
|
31,914
|
|
|
31,992
|
|
||||
Product revenue
|
|
17,992
|
|
|
25,101
|
|
|
68,095
|
|
|
74,749
|
|
||||
Service revenue
|
|
4,152
|
|
|
3,487
|
|
|
11,085
|
|
|
9,043
|
|
||||
License and grant revenue
|
|
47
|
|
|
55
|
|
|
182
|
|
|
198
|
|
||||
Total revenue
|
|
$
|
22,191
|
|
|
$
|
28,643
|
|
|
$
|
79,362
|
|
|
$
|
83,990
|
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||||||||||||||
United States
|
|
$
|
12,518
|
|
|
56
|
%
|
|
$
|
13,627
|
|
|
48
|
%
|
|
$
|
39,531
|
|
|
50
|
%
|
|
$
|
43,375
|
|
|
52
|
%
|
Europe
|
|
5,194
|
|
|
24
|
|
|
10,049
|
|
|
35
|
|
|
22,980
|
|
|
29
|
|
|
25,977
|
|
|
31
|
|
||||
Asia-Pacific
|
|
3,625
|
|
|
16
|
|
|
3,534
|
|
|
12
|
|
|
13,616
|
|
|
17
|
|
|
10,750
|
|
|
13
|
|
||||
Other
|
|
854
|
|
|
4
|
|
|
1,433
|
|
|
5
|
|
|
3,235
|
|
|
4
|
|
|
3,888
|
|
|
4
|
|
||||
Total
|
|
$
|
22,191
|
|
|
100
|
%
|
|
$
|
28,643
|
|
|
100
|
%
|
|
$
|
79,362
|
|
|
100
|
%
|
|
$
|
83,990
|
|
|
100
|
%
|
|
|
Three Months Ended September 30,
|
||||||
2016
|
|
2015
|
||||||
Cost of product revenue
|
|
$
|
9,071
|
|
|
$
|
10,463
|
|
Product margin
|
|
50
|
%
|
|
58
|
%
|
||
Cost of service revenue
|
|
$
|
1,228
|
|
|
$
|
967
|
|
Service margin
|
|
70
|
%
|
|
72
|
%
|
|
|
Three Months Ended September 30,
|
||||||
2016
|
|
2015
|
||||||
Research and development
|
|
$
|
9,252
|
|
|
$
|
9,444
|
|
Selling, general and administrative
|
|
21,123
|
|
|
19,558
|
|
||
Total
|
|
$
|
30,375
|
|
|
$
|
29,002
|
|
|
|
Three Months Ended September 30,
|
||||||
2016
|
|
2015
|
||||||
Interest expense
|
|
$
|
1,454
|
|
|
$
|
1,451
|
|
Other expense, net
|
|
161
|
|
|
377
|
|
||
Total
|
|
$
|
1,615
|
|
|
$
|
1,828
|
|
|
|
Nine Months Ended September 30,
|
||||||
2016
|
|
2015
|
||||||
Cost of product revenue
|
|
$
|
31,097
|
|
|
$
|
31,512
|
|
Product margin
|
|
54
|
%
|
|
58
|
%
|
||
Cost of service revenue
|
|
3,673
|
|
|
2,529
|
|
||
Service margin
|
|
67
|
%
|
|
72
|
%
|
|
|
Nine Months Ended September 30,
|
||||||
2016
|
|
2015
|
||||||
Research and development
|
|
$
|
29,642
|
|
|
$
|
29,524
|
|
Selling, general and administrative
|
|
70,444
|
|
|
60,874
|
|
||
Total
|
|
$
|
100,086
|
|
|
$
|
90,398
|
|
|
|
Nine Months Ended September 30,
|
||||||
2016
|
|
2015
|
||||||
Interest expense
|
|
$
|
4,361
|
|
|
$
|
4,355
|
|
Other expense, net
|
|
527
|
|
|
889
|
|
||
Total
|
|
$
|
4,888
|
|
|
$
|
5,244
|
|
|
|
Nine Months Ended
September 30, |
||||||
|
|
2016
|
|
2015
|
||||
Net cash used in operating activities
|
|
$
|
(28,377
|
)
|
|
$
|
(30,329
|
)
|
Net cash provided by investing activities
|
|
31,317
|
|
|
20,900
|
|
||
Net cash provided by financing activities
|
|
96
|
|
|
5,272
|
|
||
Net increase (decrease) in cash and cash equivalents
|
|
3,189
|
|
|
(4,896
|
)
|
•
|
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.
|
•
|
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.
|
•
|
required compliance with existing and changing foreign regulatory requirements and laws that are or may be applicable to our business in the future, 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.
|
•
|
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 C1, Callisto, Juno, and Polaris systems are available from a limited number of sources.
|
•
|
The electron multiplier detector included in the Helios/CyTOF 2 systems and certain metal isotopes used with the Helios/CyTOF 2 systems are purchased from sole source suppliers.
|
•
|
The nickel sampler cone used with the Helios/CyTOF 2 systems is purchased from single source suppliers and is available from a limited number of sources.
|
•
|
The raw materials for our Delta Gene and SNP Type 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.
|
•
|
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 any litigation including intellectual property, employment, contractual or other litigation;
|
•
|
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.
|
•
|
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.
|
•
|
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†*
|
|
Offer Letter to Stephen Christopher Linthwaite, dated July 14, 2016
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
Employment and Severance Agreement, effective as of August 1, 2016, by and between the Company and Stephen Christopher Linthwaite
|
|
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 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 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 Linkbase Document
|
|
Filed herewith
|
|
|
|
|
†
|
|
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.
|
*
|
|
Indicates a management contract or compensatory plan.
|
(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 8, 2016
|
By:
|
|
/s/ Stephen Christopher Linthwaite
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Dated: November 8, 2016
|
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
†*
|
|
Offer Letter to Stephen Christopher Linthwaite, dated July 14, 2016
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10.2*
|
|
Employment and Severance Agreement, effective as of August 1, 2016, by and between the Company and Stephen Christopher Linthwaite
|
|
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 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 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 Linkbase Document
|
|
Filed herewith
|
|
|
|
|
†
|
|
Portions of this exhibit (indicated by asterisks) have been omitted pursuant to a request for confidential treatment and this exhibit has been filed separately with the SEC.
|
*
|
|
Indicates a management contract or compensatory plan.
|
(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.
|
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 8, 2016
|
By:
|
|
/s/ Stephen Christopher Linthwaite
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal 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 8, 2016
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
Vikram Jog
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
By:
|
|
/s/ Stephen Christopher Linthwaite
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
Date: November 8, 2016
|
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
Vikram Jog
|
|
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
(Principal Financial Officer)
|
|
|
|
Date: November 8, 2016
|