|
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☒
|
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)
|
||
|
|
|
||
7000 Shoreline Ct, Ste 100,
|
South San Francisco,
|
CA
|
|
94080
|
(Address of principal executive offices)
|
|
(Zip Code)
|
|
|
Securities registered pursuant to Section 12(b) of the Act:
|
||||
Title of each class
|
|
Trading Symbol(s)
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.001 per share
|
|
FLDM
|
|
Nasdaq Global Select Market
|
Large accelerated filer
|
|
☐
|
|
|
Accelerated Filer
|
|
☒
|
Non-accelerated filer
|
|
☐
|
|
|
Smaller reporting company
|
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☒
|
Emerging growth company
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|
☐
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Page
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PART I.
|
|
|
|
|
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Item 1.
|
||
|
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Item 2.
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Item 3.
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Item 4.
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PART II.
|
|
|
|
|
|
Item 1.
|
||
|
|
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Item 1A.
|
||
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Item 5.
|
||
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Item 6.
|
||
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September 30,
2019 |
|
December 31,
2018 |
||||
ASSETS
|
|
|
|
||||
Current assets:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
25,886
|
|
|
$
|
95,401
|
|
Short-term investments
|
36,875
|
|
|
—
|
|
||
Accounts receivable (net of allowances of $104 at September 30, 2019 and $126 at December 31, 2018)
|
14,014
|
|
|
16,651
|
|
||
Inventories
|
14,998
|
|
|
13,003
|
|
||
Prepaid expenses and other current assets
|
4,781
|
|
|
2,051
|
|
||
Total current assets
|
96,554
|
|
|
127,106
|
|
||
Property and equipment, net
|
8,396
|
|
|
8,825
|
|
||
Operating lease right-of-use asset, net
|
5,352
|
|
|
—
|
|
||
Other non-current assets
|
5,984
|
|
|
6,208
|
|
||
Developed technology, net
|
49,000
|
|
|
57,400
|
|
||
Goodwill
|
104,108
|
|
|
104,108
|
|
||
Total assets
|
$
|
269,394
|
|
|
$
|
303,647
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
||||
Current liabilities:
|
|
|
|
||||
Accounts payable
|
$
|
5,339
|
|
|
$
|
4,027
|
|
Accrued compensation and related benefits
|
8,621
|
|
|
14,470
|
|
||
Operating lease liabilities, current
|
2,363
|
|
|
—
|
|
||
Other accrued liabilities
|
5,105
|
|
|
7,621
|
|
||
Deferred revenue, current
|
11,938
|
|
|
11,464
|
|
||
Total current liabilities
|
33,366
|
|
|
37,582
|
|
||
Convertible notes, net
|
49,853
|
|
|
172,058
|
|
||
Deferred tax liability, net
|
11,137
|
|
|
13,714
|
|
||
Operating lease liabilities, non-current
|
4,459
|
|
|
—
|
|
||
Deferred revenue, non-current
|
7,501
|
|
|
6,327
|
|
||
Other non-current liabilities
|
473
|
|
|
1,850
|
|
||
Total liabilities
|
106,789
|
|
|
231,531
|
|
||
Commitments and contingencies
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at September 30, 2019 and December 31, 2018
|
—
|
|
|
—
|
|
||
Common stock, $0.001 par value, 200,000 shares authorized at September 30, 2019 and December 31, 2018; 69,550 and 49,338 shares issued and outstanding as of September 30, 2019 and December 31, 2018, respectively
|
70
|
|
|
49
|
|
||
Additional paid-in capital
|
774,249
|
|
|
631,605
|
|
||
Accumulated other comprehensive loss
|
(758
|
)
|
|
(687
|
)
|
||
Accumulated deficit
|
(610,956
|
)
|
|
(558,851
|
)
|
||
Total stockholders’ equity
|
162,605
|
|
|
72,116
|
|
||
Total liabilities and stockholders’ equity
|
$
|
269,394
|
|
|
$
|
303,647
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
||||||||
Product revenue
|
$
|
20,666
|
|
|
$
|
24,242
|
|
|
$
|
68,728
|
|
|
$
|
66,496
|
|
Service revenue
|
5,630
|
|
|
4,721
|
|
|
15,875
|
|
|
14,143
|
|
||||
Grant revenue
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
||||
Total revenue
|
26,496
|
|
|
28,963
|
|
|
84,803
|
|
|
80,639
|
|
||||
Cost of revenue:
|
|
|
|
|
|
|
|
||||||||
Cost of product revenue
|
10,520
|
|
|
11,635
|
|
|
33,009
|
|
|
33,017
|
|
||||
Cost of service revenue
|
1,938
|
|
|
1,506
|
|
|
5,403
|
|
|
4,784
|
|
||||
Total cost of revenue
|
12,458
|
|
|
13,141
|
|
|
38,412
|
|
|
37,801
|
|
||||
Gross profit
|
14,038
|
|
|
15,822
|
|
|
46,391
|
|
|
42,838
|
|
||||
Operating expenses:
|
|
|
|
|
|
|
|
||||||||
Research and development
|
7,125
|
|
|
7,430
|
|
|
23,362
|
|
|
22,072
|
|
||||
Selling, general and administrative
|
20,729
|
|
|
20,020
|
|
|
65,687
|
|
|
57,812
|
|
||||
Total operating expenses
|
27,854
|
|
|
27,450
|
|
|
89,049
|
|
|
79,884
|
|
||||
Loss from operations
|
(13,816
|
)
|
|
(11,628
|
)
|
|
(42,658
|
)
|
|
(37,046
|
)
|
||||
Interest expense
|
(444
|
)
|
|
(4,019
|
)
|
|
(3,636
|
)
|
|
(9,824
|
)
|
||||
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
(9,000
|
)
|
|
—
|
|
||||
Other income, net
|
205
|
|
|
117
|
|
|
920
|
|
|
465
|
|
||||
Loss before income taxes
|
(14,055
|
)
|
|
(15,530
|
)
|
|
(54,374
|
)
|
|
(46,405
|
)
|
||||
Income tax benefit
|
1,168
|
|
|
780
|
|
|
2,269
|
|
|
2,167
|
|
||||
Net loss
|
$
|
(12,887
|
)
|
|
$
|
(14,750
|
)
|
|
$
|
(52,105
|
)
|
|
$
|
(44,238
|
)
|
Net loss per share, basic and diluted
|
$
|
(0.19
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.79
|
)
|
|
$
|
(1.13
|
)
|
Shares used in computing net loss per share, basic and diluted
|
69,469
|
|
|
39,235
|
|
|
65,792
|
|
|
39,033
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Net loss
|
$
|
(12,887
|
)
|
|
$
|
(14,750
|
)
|
|
$
|
(52,105
|
)
|
|
$
|
(44,238
|
)
|
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
|
|
||||||||
Foreign currency translation adjustment
|
(121
|
)
|
|
(11
|
)
|
|
(122
|
)
|
|
59
|
|
||||
Net change in unrealized gain (loss) on investments
|
(14
|
)
|
|
1
|
|
|
51
|
|
|
(1
|
)
|
||||
Other comprehensive income (loss), net of tax
|
(135
|
)
|
|
(10
|
)
|
|
(71
|
)
|
|
58
|
|
||||
Comprehensive loss
|
$
|
(13,022
|
)
|
|
$
|
(14,760
|
)
|
|
$
|
(52,176
|
)
|
|
$
|
(44,180
|
)
|
FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)
|
|||||||||||||||||||||||
|
|
Common Stock Shares
|
|
Common Stock Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive (Loss)/Income |
|
Accumulated
Deficit |
|
Total
Stockholders’ Equity |
|||||||||||
Balance as of December 31, 2018
|
|
49,338
|
|
|
$
|
49
|
|
|
$
|
631,605
|
|
|
$
|
(687
|
)
|
|
$
|
(558,851
|
)
|
|
$
|
72,116
|
|
Issuance of common stock on bond conversion
|
|
19,460
|
|
|
19
|
|
|
133,279
|
|
|
—
|
|
|
—
|
|
|
133,298
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
140
|
|
|
1
|
|
|
(177
|
)
|
|
—
|
|
|
—
|
|
|
(176
|
)
|
|||||
Issuance of common stock from option exercises
|
|
53
|
|
|
—
|
|
|
255
|
|
|
—
|
|
|
—
|
|
|
255
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,207
|
|
|
—
|
|
|
—
|
|
|
2,207
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,465
|
)
|
|
(25,465
|
)
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
—
|
|
|
10
|
|
|||||
Balance as of March 31, 2019
|
|
68,991
|
|
|
69
|
|
|
767,169
|
|
|
(677
|
)
|
|
(584,316
|
)
|
|
182,245
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
183
|
|
|
—
|
|
|
(325
|
)
|
|
—
|
|
|
—
|
|
|
(325
|
)
|
|||||
Issuance of common stock from option exercises
|
|
130
|
|
|
—
|
|
|
793
|
|
|
—
|
|
|
—
|
|
|
793
|
|
|||||
Issuance of common stock under ESPP
|
|
96
|
|
|
—
|
|
|
641
|
|
|
—
|
|
|
—
|
|
|
641
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,985
|
|
|
—
|
|
|
—
|
|
|
2,985
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,753
|
)
|
|
(13,753
|
)
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
54
|
|
|
—
|
|
|
54
|
|
|||||
Balance as of June 30, 2019
|
|
69,400
|
|
|
69
|
|
|
771,263
|
|
|
(623
|
)
|
|
(598,069
|
)
|
|
172,640
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
149
|
|
|
1
|
|
|
(70
|
)
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||||
Issuance of common stock from option exercises
|
|
1
|
|
|
—
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
3,055
|
|
|
—
|
|
|
—
|
|
|
3,055
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12,887
|
)
|
|
(12,887
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(135
|
)
|
|
—
|
|
|
(135
|
)
|
|||||
Balance as of September 30, 2019
|
|
69,550
|
|
|
$
|
70
|
|
|
$
|
774,249
|
|
|
$
|
(758
|
)
|
|
$
|
(610,956
|
)
|
|
$
|
162,605
|
|
|
|
Common Stock Shares
|
|
Common Stock Amount
|
|
Additional
Paid-in Capital |
|
Accumulated
Other Comprehensive (Loss)/Income |
|
Accumulated
Deficit |
|
Total
Stockholders’ Equity |
|||||||||||
Balance as of December 31, 2017
|
|
38,787
|
|
|
$
|
39
|
|
|
$
|
531,666
|
|
|
$
|
(574
|
)
|
|
$
|
(500,196
|
)
|
|
$
|
30,935
|
|
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
105
|
|
|
—
|
|
|
(69
|
)
|
|
—
|
|
|
—
|
|
|
(69
|
)
|
|||||
Issuance of common stock from option exercises
|
|
16
|
|
|
—
|
|
|
72
|
|
|
—
|
|
|
—
|
|
|
72
|
|
|||||
Conversion option on convertible debt
|
|
—
|
|
|
—
|
|
|
29,292
|
|
|
—
|
|
|
—
|
|
|
29,292
|
|
|||||
Closing cost related to conversion option
|
|
—
|
|
|
—
|
|
|
(556
|
)
|
|
—
|
|
|
—
|
|
|
(556
|
)
|
|||||
Cumulative-effect of new accounting standard for Topic 606 Revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
358
|
|
|
358
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
1,747
|
|
|
—
|
|
|
—
|
|
|
1,747
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,247
|
)
|
|
(13,247
|
)
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
42
|
|
|
—
|
|
|
42
|
|
|||||
Balance as of March 31, 2018
|
|
38,908
|
|
|
39
|
|
|
562,152
|
|
|
(532
|
)
|
|
(513,085
|
)
|
|
48,574
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
125
|
|
|
—
|
|
|
(106
|
)
|
|
—
|
|
|
—
|
|
|
(106
|
)
|
|||||
Issuance of common stock from option exercises
|
|
3
|
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Issuance of common stock under ESPP
|
|
119
|
|
|
—
|
|
|
562
|
|
|
—
|
|
|
—
|
|
|
562
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,007
|
|
|
—
|
|
|
—
|
|
|
2,007
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(16,241
|
)
|
|
(16,241
|
)
|
|||||
Other comprehensive income, net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
28
|
|
|
—
|
|
|
28
|
|
|||||
Balance as of June 30, 2018
|
|
39,155
|
|
|
39
|
|
|
564,622
|
|
|
(504
|
)
|
|
(529,326
|
)
|
|
34,831
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
159
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|||||
Issuance of common stock from option exercises
|
|
2
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
2,303
|
|
|
—
|
|
|
—
|
|
|
2,303
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(14,750
|
)
|
|
(14,750
|
)
|
|||||
Other comprehensive income (loss), net of tax
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(12
|
)
|
|
—
|
|
|
(12
|
)
|
|||||
Balance as of September 30, 2018
|
|
39,316
|
|
|
$
|
39
|
|
|
$
|
566,964
|
|
|
$
|
(516
|
)
|
|
$
|
(544,076
|
)
|
|
$
|
22,411
|
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Operating activities
|
|
|
|
||||
Net loss
|
$
|
(52,105
|
)
|
|
$
|
(44,238
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
||||
Depreciation and amortization
|
3,484
|
|
|
4,123
|
|
||
Stock-based compensation expense
|
8,292
|
|
|
6,057
|
|
||
Amortization of developed technology
|
8,400
|
|
|
8,400
|
|
||
Amortization of debt discounts, premium and issuance costs
|
2,130
|
|
|
5,715
|
|
||
Loss on extinguishment of debt
|
9,000
|
|
|
—
|
|
||
Loss on disposal of property and equipment
|
52
|
|
|
—
|
|
||
Other non-cash items
|
(176
|
)
|
|
40
|
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Accounts receivable, net
|
3,195
|
|
|
(3,285
|
)
|
||
Inventories
|
(2,316
|
)
|
|
(820
|
)
|
||
Prepaid expenses and other current assets
|
(1,660
|
)
|
|
(540
|
)
|
||
Other non-current assets
|
322
|
|
|
622
|
|
||
Accounts payable
|
605
|
|
|
2,054
|
|
||
Deferred revenue
|
1,592
|
|
|
2,053
|
|
||
Other current liabilities
|
(6,664
|
)
|
|
2,035
|
|
||
Other non-current liabilities
|
(3,842
|
)
|
|
(6,779
|
)
|
||
Net cash used in operating activities
|
(29,691
|
)
|
|
(24,563
|
)
|
||
Investing activities
|
|
|
|
||||
Purchases of investments
|
(52,719
|
)
|
|
(1,451
|
)
|
||
Proceeds from maturities and sales of investments
|
16,000
|
|
|
6,541
|
|
||
Purchases of property and equipment
|
(2,031
|
)
|
|
(352
|
)
|
||
Net cash provided by (used in) investing activities
|
(38,750
|
)
|
|
4,738
|
|
||
Financing activities
|
|
|
|
||||
Payment of debt issuance costs
|
(128
|
)
|
|
(2,779
|
)
|
||
Proceeds from exercise of stock options
|
1,049
|
|
|
92
|
|
||
Proceeds from stock issuance from ESPP
|
641
|
|
|
562
|
|
||
Payments for taxes related to net share settlement of equity awards
|
(556
|
)
|
|
(167
|
)
|
||
Net cash provided by (used in) financing activities
|
1,006
|
|
|
(2,292
|
)
|
||
Effect of foreign exchange rate fluctuations on cash and cash equivalents
|
(5
|
)
|
|
(110
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
(67,440
|
)
|
|
(22,227
|
)
|
||
Cash, cash equivalents and restricted cash at beginning of period
|
95,401
|
|
|
58,056
|
|
||
Cash, cash equivalents and restricted cash at end of period
|
$
|
27,961
|
|
|
$
|
35,829
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||
Stock options, restricted stock units and performance awards
|
5,342
|
|
|
4,376
|
|
|
5,342
|
|
|
4,376
|
|
2018 Convertible Notes
|
—
|
|
|
19,036
|
|
|
—
|
|
|
19,036
|
|
2018 Convertible Notes potential make-whole shares
|
—
|
|
|
799
|
|
|
—
|
|
|
799
|
|
2014 Convertible Notes
|
916
|
|
|
916
|
|
|
916
|
|
|
916
|
|
Total
|
6,258
|
|
|
25,127
|
|
|
6,258
|
|
|
25,127
|
|
|
Foreign Currency Translation Adjustment
|
|
Net Unrealized Gain on Securities
|
|
Accumulated Other Comprehensive Loss
|
|||||||
Balance at December 31, 2018
|
$
|
(687
|
)
|
|
$
|
—
|
|
|
$
|
(687
|
)
|
|
Other comprehensive income
|
8
|
|
—
|
|
2
|
|
|
10
|
|
|||
Balance at March 31, 2019
|
(679
|
)
|
|
2
|
|
|
(677
|
)
|
||||
Other comprehensive income (loss)
|
(9
|
)
|
—
|
|
63
|
|
|
54
|
|
|||
Balance at June 30, 2019
|
(688
|
)
|
|
65
|
|
|
(623
|
)
|
||||
Other comprehensive income (loss)
|
(121
|
)
|
|
(14
|
)
|
|
(135
|
)
|
||||
Balance at September 30, 2019
|
$
|
(809
|
)
|
|
$
|
51
|
|
|
$
|
(758
|
)
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
2019
|
|
2018
|
|
2019
|
|
2018
|
|||||||||
Geographic Markets:
|
|
|
|
|
|
|
|
||||||||
Americas
|
$
|
11,112
|
|
|
$
|
13,654
|
|
|
$
|
35,203
|
|
|
$
|
37,008
|
|
Europe
|
9,092
|
|
|
8,783
|
|
|
28,465
|
|
|
26,365
|
|
||||
Asia-Pacific
|
6,292
|
|
|
6,526
|
|
|
21,135
|
|
|
17,266
|
|
||||
Total revenue
|
$
|
26,496
|
|
|
$
|
28,963
|
|
|
$
|
84,803
|
|
|
$
|
80,639
|
|
|
|
|
|
|
|
|
|
||||||||
Product, Service and Grant:
|
|
|
|
|
|
|
|
||||||||
Instruments
|
$
|
9,159
|
|
|
$
|
13,890
|
|
|
$
|
34,200
|
|
|
$
|
31,831
|
|
Consumables
|
11,507
|
|
|
10,352
|
|
|
34,528
|
|
|
34,665
|
|
||||
Product revenue
|
20,666
|
|
|
24,242
|
|
|
68,728
|
|
|
66,496
|
|
||||
Service
|
5,630
|
|
|
4,721
|
|
|
15,875
|
|
|
14,143
|
|
||||
Grant
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
||||
Total revenue
|
$
|
26,496
|
|
|
$
|
28,963
|
|
|
$
|
84,803
|
|
|
$
|
80,639
|
|
|
|
|
|
|
|
|
|
|
|
Expected Revenue (1)
|
||
2019 (remainder of the year)
|
|
$
|
3,417
|
|
2020
|
|
8,425
|
|
|
2021
|
|
5,052
|
|
|
Thereafter
|
|
4,110
|
|
|
|
|
$
|
21,004
|
|
|
September 30, 2019
|
||||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted-Average Amortization Period
|
||||||
Developed technology
|
$
|
112,000
|
|
|
$
|
(63,000
|
)
|
|
$
|
49,000
|
|
|
10.0 years
|
Patents and licenses
|
$
|
11,274
|
|
|
$
|
(7,640
|
)
|
|
$
|
3,634
|
|
|
7.8 years
|
|
December 31, 2018
|
||||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted-Average Amortization Period
|
||||||
Developed technology
|
$
|
112,000
|
|
|
$
|
(54,600
|
)
|
|
$
|
57,400
|
|
|
10.0 years
|
Patents and licenses
|
$
|
11,274
|
|
|
$
|
(6,861
|
)
|
|
$
|
4,413
|
|
|
7.8 years
|
Fiscal Year
|
|
Developed Technology Amortization Expense
|
|
Patents and Licenses Amortization Expense
|
|
Total
|
||||||
2019 (remainder of the year)
|
|
$
|
2,800
|
|
|
$
|
260
|
|
|
$
|
3,060
|
|
2020
|
|
11,200
|
|
|
1,042
|
|
|
12,242
|
|
|||
2021
|
|
11,200
|
|
|
887
|
|
|
12,087
|
|
|||
2022
|
|
11,200
|
|
|
804
|
|
|
12,004
|
|
|||
2023
|
|
11,200
|
|
|
634
|
|
|
11,834
|
|
|||
Thereafter
|
|
1,400
|
|
|
7
|
|
|
1,407
|
|
|||
Total
|
|
$
|
49,000
|
|
|
$
|
3,634
|
|
|
$
|
52,634
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Cash and cash equivalents
|
$
|
25,886
|
|
|
$
|
95,401
|
|
Restricted cash
|
2,075
|
|
|
—
|
|
||
Cash, cash equivalents and restricted cash
|
$
|
27,961
|
|
|
$
|
95,401
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Raw materials
|
$
|
7,504
|
|
|
$
|
5,996
|
|
Work-in-process
|
319
|
|
|
650
|
|
||
Finished goods
|
7,175
|
|
|
6,357
|
|
||
Total inventories, net
|
$
|
14,998
|
|
|
$
|
13,003
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
Computer equipment and software
|
$
|
3,898
|
|
|
$
|
4,201
|
|
Laboratory and manufacturing equipment
|
18,935
|
|
|
18,780
|
|
||
Leasehold improvements
|
7,663
|
|
|
7,173
|
|
||
Office furniture and fixtures
|
1,860
|
|
|
1,506
|
|
||
Property and equipment, gross
|
32,356
|
|
|
31,660
|
|
||
Less accumulated depreciation and amortization
|
(23,967
|
)
|
|
(22,855
|
)
|
||
Construction-in-progress
|
7
|
|
|
20
|
|
||
Property and equipment, net
|
$
|
8,396
|
|
|
$
|
8,825
|
|
|
Three Months Ended September 30,
|
|
Nine Months Ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Beginning balance
|
$
|
1,091
|
|
|
$
|
608
|
|
|
$
|
863
|
|
|
$
|
699
|
|
Accrual for warranties
|
255
|
|
|
458
|
|
|
912
|
|
|
1,195
|
|
||||
Warranty costs incurred
|
(239
|
)
|
|
(325
|
)
|
|
(668
|
)
|
|
(1,153
|
)
|
||||
Ending balance
|
$
|
1,107
|
|
|
$
|
741
|
|
|
$
|
1,107
|
|
|
$
|
741
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||
2.75% 2014 Notes due 2034
|
|
|
|
||||
Principal amount
|
$
|
51,250
|
|
|
$
|
51,250
|
|
Unamortized debt discount
|
(1,182
|
)
|
|
(1,232
|
)
|
||
Unamortized debt issuance cost
|
(215
|
)
|
|
(224
|
)
|
||
|
$
|
49,853
|
|
|
$
|
49,794
|
|
2.75% 2018 Notes due 2034
|
|
|
|
||||
Principal amount
|
$
|
—
|
|
|
$
|
149,999
|
|
Premium accretion
|
—
|
|
|
3,755
|
|
||
Unamortized debt discount
|
—
|
|
|
(29,558
|
)
|
||
Unamortized debt issuance cost
|
—
|
|
|
(1,932
|
)
|
||
|
$
|
—
|
|
|
$
|
122,264
|
|
|
$
|
49,853
|
|
|
$
|
172,058
|
|
|
|
September 30, 2019
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Operating lease right-of-use buildings
|
|
$
|
6,041
|
|
|
$
|
(971
|
)
|
|
$
|
5,070
|
|
Operating lease right-of-use equipment
|
|
68
|
|
|
(26
|
)
|
|
42
|
|
|||
Operating lease right-of-use vehicles
|
|
344
|
|
|
(104
|
)
|
|
240
|
|
|||
Total
|
|
$
|
6,453
|
|
|
$
|
(1,101
|
)
|
|
$
|
5,352
|
|
(in thousands)
|
|
|
Nine Months Ended September 30, 2019
|
||
Operating lease cost (including variable costs)
|
|
|
$
|
4,660
|
|
Variable costs including non-lease component
|
|
|
$
|
2,051
|
|
|
|
|
|
||
Supplemental information:
|
|
|
|
||
Cash paid for amounts included in the measurement of operating lease liabilities (included in net cash used in operating activities)
|
|
|
|
||
Operating cash flows from operating leases
|
|
|
$
|
3,068
|
|
|
|
|
|
||
|
|
|
September 30, 2019
|
||
Weighted average remaining lease term (in years)
|
|
|
4.6
|
|
|
|
|
|
|
||
Weighted average discount rate
|
|
|
5.1
|
%
|
Fiscal Year
|
|
Minimum Lease Payments for Operating Leases
|
|
Minimum Sublease Income
|
|
Net Amount
|
||||||
2019 (remainder of the year)
|
|
$
|
996
|
|
|
$
|
(132
|
)
|
|
$
|
864
|
|
2020
|
|
1,956
|
|
|
(131
|
)
|
|
1,825
|
|
|||
2021
|
|
1,267
|
|
|
—
|
|
|
1,267
|
|
|||
2022
|
|
932
|
|
|
—
|
|
|
932
|
|
|||
2023
|
|
720
|
|
|
—
|
|
|
720
|
|
|||
Thereafter
|
|
1,800
|
|
|
—
|
|
|
1,800
|
|
|||
Total future minimum payments (income)
|
|
$
|
7,671
|
|
|
$
|
(263
|
)
|
|
$
|
7,408
|
|
Less: imputed interest
|
|
(849
|
)
|
|
|
|
|
|||||
Total
|
|
$
|
6,822
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
September 30, 2019
|
|
|
|
|
|
|
||||||
Operating lease liabilities, current
|
|
$
|
2,363
|
|
|
|
|
|
||||
Operating lease liabilities, non-current
|
|
4,459
|
|
|
|
|
|
|||||
Total
|
|
$
|
6,822
|
|
|
|
|
|
Fiscal Year
|
|
Minimum Lease Payments for Operating Leases
|
|
Minimum Sublease Income
|
|
Net Amount
|
||||||
2019
|
|
$
|
4,184
|
|
|
$
|
(520
|
)
|
|
$
|
3,664
|
|
2020
|
|
2,213
|
|
|
(164
|
)
|
|
2,049
|
|
|||
2021
|
|
1,245
|
|
|
—
|
|
|
1,245
|
|
|||
2022
|
|
827
|
|
|
—
|
|
|
827
|
|
|||
2023
|
|
552
|
|
|
—
|
|
|
552
|
|
|||
Thereafter
|
|
1,241
|
|
|
—
|
|
|
1,241
|
|
|||
Total future minimum payments (income)
|
|
$
|
10,262
|
|
|
$
|
(684
|
)
|
|
$
|
9,578
|
|
|
September 30, 2019
|
|
|
||||||||||||||||||||||||
|
Amortized Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-Term Marketable Securities
|
|
Cash- Restricted
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash-non-restricted
|
$
|
14,053
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
14,053
|
|
|
$
|
14,053
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash-restricted
|
2,075
|
|
|
—
|
|
|
—
|
|
|
2,075
|
|
|
—
|
|
|
—
|
|
|
2,075
|
|
|||||||
Total cash
|
$
|
16,128
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,128
|
|
|
$
|
14,053
|
|
|
$
|
—
|
|
|
$
|
2,075
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Level I:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market funds
|
$
|
11,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
11,833
|
|
|
$
|
11,833
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. treasury securities
|
36,825
|
|
|
50
|
|
|
—
|
|
|
36,875
|
|
|
—
|
|
|
36,875
|
|
|
—
|
|
|||||||
Subtotal
|
$
|
48,658
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
48,708
|
|
|
$
|
11,833
|
|
|
$
|
36,875
|
|
|
$
|
—
|
|
Total
|
$
|
64,786
|
|
|
$
|
50
|
|
|
$
|
—
|
|
|
$
|
64,836
|
|
|
$
|
25,886
|
|
|
$
|
36,875
|
|
|
$
|
2,075
|
|
|
December 31, 2018
|
||||||||||||||||||||||
|
Amortized Cost
|
|
Gross
Unrealized
Gain
|
|
Gross
Unrealized
Loss
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-Term Marketable Securities
|
||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Cash
|
$
|
17,685
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,685
|
|
|
$
|
17,685
|
|
|
$
|
—
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Level I:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Money market funds
|
$
|
77,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,716
|
|
|
$
|
77,716
|
|
|
$
|
—
|
|
U.S. treasury securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Subtotal
|
$
|
77,716
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
77,716
|
|
|
$
|
77,716
|
|
|
$
|
—
|
|
Total
|
$
|
95,401
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
95,401
|
|
|
$
|
95,401
|
|
|
$
|
—
|
|
|
September 30, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Par Value
|
|
Carrying Value
|
|
Fair Value
|
|
Par Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||||||
2014 Notes
|
$
|
51,250
|
|
|
$
|
49,853
|
|
|
$
|
49,713
|
|
|
$
|
51,250
|
|
|
$
|
49,794
|
|
|
$
|
43,665
|
|
2018 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
149,999
|
|
|
122,264
|
|
|
171,843
|
|
||||||
Total
|
$
|
51,250
|
|
|
$
|
49,853
|
|
|
$
|
49,713
|
|
|
$
|
201,249
|
|
|
$
|
172,058
|
|
|
$
|
215,508
|
|
|
|
Number of Units (in 000s)
|
|
Weighted-Average
Grant Date Fair Value per Unit |
||
Balance as of December 31, 2018
|
|
1,812
|
|
$
|
7.09
|
|
RSU granted
|
|
1,638
|
|
$
|
8.59
|
|
RSU released
|
|
(525)
|
|
$
|
8.30
|
|
RSU forfeited
|
|
(284)
|
|
$
|
7.97
|
|
Balance as of September 30, 2019
|
|
2,641
|
|
$
|
7.69
|
|
|
|
Number of
Options (000s) |
|
Weighted-Average
Exercise Price per Option |
|
Weighted-
Average Remaining Contractual Life (in Years) |
|
Aggregate
Intrinsic Value in (000s) |
|||||
Balance as of December 31, 2018
|
|
2,385
|
|
|
$
|
7.56
|
|
|
7.8
|
|
$
|
5,991
|
|
Options granted
|
|
50
|
|
|
$
|
13.08
|
|
|
|
|
$
|
—
|
|
Options exercised
|
|
(185
|
)
|
|
$
|
5.73
|
|
|
|
|
$
|
1,147
|
|
Options forfeited
|
|
(164
|
)
|
|
$
|
9.56
|
|
|
|
|
$
|
—
|
|
Balance as of September 30, 2019
|
|
2,086
|
|
|
$
|
7.69
|
|
|
7.1
|
|
$
|
244
|
|
Vested as of September 30, 2019
|
|
1,264
|
|
|
$
|
8.71
|
|
|
6.4
|
|
$
|
190
|
|
Expected to vest as of September 30, 2019
|
|
822
|
|
|
$
|
6.13
|
|
|
8.2
|
|
$
|
54
|
|
|
|
Number of Units (in 000s)
|
|
Weighted-Average
Grant Date Fair Value per Unit |
|||
Balance as of December 31, 2018
|
|
155
|
|
|
$
|
10.09
|
|
PSU granted
|
|
401
|
|
|
$
|
16.90
|
|
PSU released
|
|
—
|
|
|
$
|
—
|
|
PSU forfeited
|
|
(9
|
)
|
|
$
|
10.09
|
|
Balance as of September 30, 2019
|
|
547
|
|
|
$
|
15.09
|
|
|
|
Number of Units (in 000s)
|
|
Weighted-Average
Grant Date Fair Value per Unit |
|||
Balance as of December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
PSU granted
|
|
68
|
|
|
$
|
7.05
|
|
PSU released
|
|
—
|
|
|
$
|
—
|
|
PSU forfeited
|
|
—
|
|
|
$
|
—
|
|
Balance as of September 30, 2019
|
|
68
|
|
|
$
|
7.05
|
|
|
Three Months Ended September 30,
|
|
Nine months ended September 30,
|
||||||||||||
|
2019
|
|
2018
|
|
2019
|
|
2018
|
||||||||
Options and Restricted Stock Units
|
$
|
2,738
|
|
|
$
|
2,185
|
|
|
$
|
7,731
|
|
|
$
|
5,699
|
|
Employee Stock Purchase Plan
|
291
|
|
|
118
|
|
|
561
|
|
|
358
|
|
||||
Total Share-based Compensation
|
$
|
3,029
|
|
|
$
|
2,303
|
|
|
$
|
8,292
|
|
|
$
|
6,057
|
|
|
Three Months Ended September 30,
|
|
Year- Over-Year Change
|
|
Nine Months Ended September 30,
|
|
Year- Over-Year Change
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||||||||||||
Instruments
|
$
|
9,159
|
|
|
35
|
%
|
|
$
|
13,890
|
|
|
48
|
%
|
|
(34
|
)%
|
|
$
|
34,200
|
|
|
40
|
%
|
|
$
|
31,831
|
|
|
39
|
%
|
|
7
|
%
|
Consumables
|
11,507
|
|
|
43
|
|
|
10,352
|
|
|
36
|
|
|
11
|
%
|
|
34,528
|
|
|
41
|
|
|
34,665
|
|
|
43
|
|
|
—
|
%
|
||||
Product revenue
|
20,666
|
|
|
78
|
|
|
24,242
|
|
|
84
|
|
|
(15
|
)%
|
|
68,728
|
|
|
81
|
|
|
66,496
|
|
|
82
|
|
|
3
|
%
|
||||
Service revenue
|
5,630
|
|
|
21
|
|
|
4,721
|
|
|
16
|
|
|
19
|
%
|
|
15,875
|
|
|
19
|
|
|
14,143
|
|
|
18
|
|
|
12
|
%
|
||||
Grant revenue
|
200
|
|
|
1
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
|
200
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
||||
Total revenue
|
$
|
26,496
|
|
|
100
|
%
|
|
$
|
28,963
|
|
|
100
|
%
|
|
(9
|
)%
|
|
$
|
84,803
|
|
|
100
|
%
|
|
$
|
80,639
|
|
|
100
|
%
|
|
5
|
%
|
|
Three Months Ended September 30,
|
|
Year-Over-Year Change
|
|
Nine Months Ended September 30,
|
|
Year-Over-Year Change
|
||||||||||||||||||||||||||
|
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
||||||||||||||||||||||||
Americas
|
$
|
11,112
|
|
|
42
|
%
|
|
$
|
13,654
|
|
|
47
|
%
|
|
(19
|
)%
|
|
$
|
35,203
|
|
|
41
|
%
|
|
$
|
37,008
|
|
|
46
|
%
|
|
(5
|
)%
|
EMEA
|
9,092
|
|
|
34
|
|
|
8,783
|
|
|
30
|
|
|
4
|
%
|
|
28,465
|
|
|
34
|
|
|
26,365
|
|
|
33
|
|
|
8
|
%
|
||||
Asia-Pacific
|
6,292
|
|
|
24
|
|
|
6,526
|
|
|
23
|
|
|
(4
|
)%
|
|
21,135
|
|
|
25
|
|
|
17,266
|
|
|
21
|
|
|
22
|
%
|
||||
Total
|
$
|
26,496
|
|
|
100
|
%
|
|
$
|
28,963
|
|
|
100
|
%
|
|
(9
|
)%
|
|
$
|
84,803
|
|
|
100
|
%
|
|
$
|
80,639
|
|
|
100
|
%
|
|
5
|
%
|
|
Three Months Ended September 30,
|
|
Year-Over-Year Change
|
|
|
Nine Months Ended September 30,
|
|
Year-Over-Year Change
|
|
||||||||||||||
|
2019
|
|
2018
|
|
|
|
2019
|
|
2018
|
|
|
||||||||||||
Cost of product revenue
|
$
|
10,520
|
|
|
$
|
11,635
|
|
|
(10
|
)%
|
|
|
$
|
33,009
|
|
|
$
|
33,017
|
|
|
—
|
%
|
|
Cost of service revenue
|
1,938
|
|
|
1,506
|
|
|
29
|
%
|
|
|
5,403
|
|
|
4,784
|
|
|
13
|
%
|
|
||||
Total cost of revenue
|
$
|
12,458
|
|
|
$
|
13,141
|
|
|
(5
|
)%
|
|
|
$
|
38,412
|
|
|
$
|
37,801
|
|
|
2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Gross profit
|
$
|
14,038
|
|
|
$
|
15,822
|
|
|
(11
|
)%
|
|
|
$
|
46,391
|
|
|
$
|
42,838
|
|
|
8
|
%
|
|
Gross margin
|
53.0
|
%
|
|
54.6
|
%
|
|
(1.6
|
)
|
ppts
|
|
54.7
|
%
|
|
53.1
|
%
|
|
1.6
|
|
ppts
|
|
Three Months Ended September 30,
|
|
Year-Over-Year Change
|
|
Nine Months Ended September 30,
|
|
Year-Over-Year Change
|
||||||||||||||
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
|||||||||||||
Research and development
|
$
|
7,125
|
|
|
$
|
7,430
|
|
|
(4
|
)%
|
|
$
|
23,362
|
|
|
$
|
22,072
|
|
|
6
|
%
|
Selling, general and administrative
|
20,729
|
|
|
20,020
|
|
|
4
|
%
|
|
65,687
|
|
|
57,812
|
|
|
14
|
%
|
||||
Total
|
$
|
27,854
|
|
|
$
|
27,450
|
|
|
1
|
%
|
|
$
|
89,049
|
|
|
$
|
79,884
|
|
|
11
|
%
|
|
Three Months Ended September 30,
|
|
Year-Over-Year Change
|
|
Nine Months Ended September 30,
|
|
Year-Over-Year Change
|
||||||||||||||
2019
|
|
2018
|
|
|
2019
|
|
2018
|
|
|||||||||||||
Interest expense
|
$
|
444
|
|
|
$
|
4,019
|
|
|
(89
|
)%
|
|
$
|
3,636
|
|
|
$
|
9,824
|
|
|
(63
|
)%
|
Loss on extinguishment of debt
|
—
|
|
|
—
|
|
|
NA
|
|
|
9,000
|
|
|
—
|
|
|
NA
|
|
||||
Other income, net
|
(205
|
)
|
|
(117
|
)
|
|
75
|
%
|
|
(920
|
)
|
|
(465
|
)
|
|
98
|
%
|
||||
Total
|
$
|
239
|
|
|
$
|
3,902
|
|
|
(94
|
)%
|
|
$
|
11,716
|
|
|
$
|
9,359
|
|
|
25
|
%
|
|
Nine Months Ended September 30,
|
||||||
|
2019
|
|
2018
|
||||
Net cash used in operating activities
|
$
|
(29,691
|
)
|
|
$
|
(24,563
|
)
|
Net cash provided by (used in) investing activities
|
(38,750
|
)
|
|
4,738
|
|
||
Net cash provided by (used in) financing activities
|
1,006
|
|
|
(2,292
|
)
|
||
Effect of foreign exchange fluctuations
|
(5
|
)
|
|
(110
|
)
|
||
Net decrease in cash, cash equivalents and restricted cash
|
$
|
(67,440
|
)
|
|
$
|
(22,227
|
)
|
•
|
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 European Union’s General Data Protection Regulation and other data privacy requirements, labor and employment regulations, anticompetition regulations, the U.K. Bribery Act of 2010 and other anticorruption laws, and 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 U.S. laws such as the Foreign Corrupt Practices Act, and other U.S. federal laws and regulations established by the office of Foreign Asset Control;
|
•
|
export requirements and import or trade restrictions;
|
•
|
laws and business practices favoring local companies;
|
•
|
longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
|
•
|
changes in social, economic, and political conditions or in laws, regulations and policies governing foreign trade, manufacturing, development, and investment both domestically as well as in the other countries and jurisdictions in which we operate and into which we sell our products, including as a result of the 2016 advisory referendum approving the separation of the United Kingdom from the European Union (Brexit);
|
•
|
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.
|
•
|
The electron multiplier detector included in the Hyperion/Helios systems and certain metal isotopes used with the Hyperion/Helios systems are purchased from sole source suppliers.
|
•
|
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 and
|
•
|
we may not be able to obtain adequate supply or services in a timely manner or on commercially reasonable terms.
|
•
|
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.
|
•
|
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;
|
•
|
fluctuations in cash demands (e.g., due to interest or principal payments or payouts under existing cash compensation plans);
|
•
|
variability in sales and timing of related cash collections;
|
•
|
the effectiveness of our recent efficiency and cost-savings initiatives;
|
•
|
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.
|
•
|
requiring a portion of our cash flow from operations to make interest payments on this debt;
|
•
|
increasing our vulnerability to general adverse economic and industry conditions;
|
•
|
reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business;
|
•
|
limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and
|
•
|
limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise.
|
•
|
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.
|
Exhibit
Number
|
|
Description
|
|
Incorporated by
Reference From
Form
|
|
Incorporated
by Reference
From
Exhibit
Number
|
|
Date
Filed
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
10.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
||||
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
|
|
|
|
|
||||
32.1(1)
|
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
||||
32.2(1)
|
|
|
Furnished herewith
|
|
|
|
|
|
|
|
|
|
|
||||
101.INS
|
|
XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL 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
|
|
|
|
|
(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 7, 2019
|
|
|
|
|
By:
|
/s/ Stephen Christopher Linthwaite
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
President and Chief Executive Officer
|
|
|
|
|
Dated:
|
November 7, 2019
|
|
|
|
|
By:
|
/s/ Vikram Jog
|
|
|
|
Vikram Jog
|
|
|
|
Chief Financial Officer
|
1.
|
Surrender of Tenth Amendment Surrender Premises. The Lease with respect to the Tenth Amendment Surrender Premises shall terminate as provided for in the Lease on the Surrender Date. Tenant shall voluntarily surrender the Tenth Amendment Surrender Premises on such date in accordance with all surrender requirements contained in the Lease and in the condition in which Tenant is required to surrender the Premises as of the expiration of the Lease. Notwithstanding anything to the contrary contained herein or in the Lease, Tenant shall not be required to remove any permanent Alterations or improvements existing in the Tenth Amendment Surrender Premises as of the date of this Tenth Amendment on or before the Surrender Date. From and after the Surrender Date, Tenant shall have no further rights of any kind with respect to the Tenth Amendment Surrender Premises. Notwithstanding the foregoing, those provisions of the Lease which, by their terms, survive the termination of the Lease shall survive the surrender of the Tenth Amendment Surrender Premises and termination of the Lease with respect to the Tenth Amendment Surrender Premises as provided for herein. Nothing herein shall excuse Landlord or Tenant from its obligations under the Lease with respect to the Tenth Amendment Surrender Premises prior to the Surrender Date.
|
2.
|
Definition of Premises. Commencing on August 1, 2019, the defined terms “Premises” and “Rentable Area of Premises” on Page 1 and Page 2 of the Lease, respectively, are deleted in their entirety and replaced with the following:
|
3.
|
Base Rent. Tenant shall continue to pay Base Rent for the entire Premises (including the Tenth Amendment Surrender Premises) as provided under the Lease through the Surrender Date. Commencing on August 1, 2019, Tenant shall no longer be required to pay Base Rent with respect to the Tenth Amendment Surrender Premises.
|
4.
|
Tenant’s Share of Operating Expenses. Commencing on August 1, 2019, Tenant’s Share of Operating Expenses payable by Tenant under the Lease shall be decreased by an amount equal to 4.08% and Tenant shall no longer be required to pay Operating Expenses with respect to the Tenth Amendment Surrender Premises, and commencing on August 1, 2019, the total Tenant’s Share of Operating Expenses which shall be payable by Tenant under the Lease shall be equal to 50.27%.
|
5.
|
Surrender of Remaining Premises. The Lease with respect to the remaining Premises shall terminate as provided for in the Lease on the Early Termination Date. Tenant shall voluntarily surrender the remaining Premises on such date in accordance with all surrender requirements contained in the Lease and in the condition in which Tenant is required to surrender the Premises as of the expiration of the Lease. Notwithstanding the foregoing or anything to the contrary contained in the Lease, (a) Tenant may remove the UPS unit from the 1st floor of the Premises and the lab storage cabinets from the 3rd floor laboratory portion of the Premises on or before the Early Termination Date, and (b) Tenant shall not be required to remove any permanent Alterations or improvements existing in the remaining Premises as of the date of this Tenth Amendment on or before the Early Termination Date. From and after the Early Termination Date, Tenant shall have no further rights of any kind with respect to the Premises. Notwithstanding the foregoing, those provisions of the Lease which, by their terms, survive the termination of the Lease shall survive the surrender of the remaining Premises and termination of the Lease as provided for herein. Nothing herein shall excuse Landlord or Tenant from its obligations under the Lease with respect to the remaining Premises prior to the Early Termination Date.
|
6.
|
Intentionally Omitted.
|
7.
|
Brokers. Landlord and Tenant each represents and warrants that it has not dealt with any broker, agent or other person (collectively, “Broker”), in connection with the transaction reflected in this Tenth Amendment, other than Savills Studley. Landlord and Tenant each hereby agrees to indemnify and hold the other harmless from and against any claims by any Broker 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. Tenant hereby acknowledges that Landlord shall not be obligated to pay either Savills Studley any commission or other form of compensation due to this Tenth
|
8.
|
California Accessibility Disclosure. For purposes of Section 1938(a) of the California Civil Code, Landlord hereby discloses to Tenant, and Tenant hereby acknowledges, that the Project has not undergone inspection by a Certified Access Specialist (CASp). In addition, the following notice is hereby provided pursuant to Section 1938(e) of the California Civil Code: “A Certified Access Specialist (CASp) can inspect the subject premises and determine whether the subject premises comply with all of the applicable construction-related accessibility standards under state law. Although state law does not require a CASp inspection of the subject premises, the commercial property owner or lessor may not prohibit the lessee or tenant from obtaining a CASp inspection of the subject premises for the occupancy or potential occupancy of the lessee or tenant, if requested by the lessee or tenant. The parties shall mutually agree on the arrangements for the time and manner of the CASp inspection, the payment of the fee for the CASp inspection, and the cost of making any repairs necessary to correct violations of construction-related accessibility standards within the premises.” In furtherance of and in connection with such notice: (i) Tenant, having read such notice and understanding Tenant’s right to request and obtain a CASp inspection, hereby elects not to obtain such CASp inspection and forever waives its rights to obtain a CASp inspection with respect to the Premises, Building and/or Project to the extent permitted by Legal Requirements; and (ii) if the waiver set forth in clause (i) hereinabove is not enforceable pursuant to Legal Requirements, then Landlord and Tenant hereby agree as follows (which constitute the mutual agreement of the parties as to the matters described in the last sentence of the foregoing notice): (A) Tenant shall have the one-time right to request for and obtain a CASp inspection, which request must be made, if at all, in a written notice delivered by Tenant to Landlord; (B) any CASp inspection timely requested by Tenant shall be conducted (1) at a time mutually agreed to by Landlord and Tenant, (2) in a professional manner by a CASp designated by Landlord and without any testing that would damage the Premises, Building or Project in any way, and (3) at Tenant’s sole cost and expense, including, without limitation, Tenant’s payment of the fee for such CASp inspection, the fee for any reports prepared by the CASp in connection with such CASp inspection (collectively, the “CASp Reports”) and all other costs and expenses in connection therewith; (C) the CASp Reports shall be delivered by the CASp simultaneously to Landlord and Tenant; (D) Tenant, at its sole cost and expense, shall be responsible for making any improvements, alterations, modifications and/or repairs to or within the Premises to correct violations of construction-related accessibility standards including, without limitation, any violations disclosed by such CASp inspection; and (E) if such CASp inspection identifies any improvements, alterations, modifications and/or repairs necessary to correct violations of construction-related accessibility standards relating to those items of the Building and Project located outside the Premises that are Landlord’s obligation to repair as set forth in the Lease, then Landlord shall perform such improvements, alterations, modifications and/or repairs as and to the extent required by Legal Requirements to correct such violations, and Tenant shall reimburse Landlord for the cost of such improvements, alterations, modifications and/or repairs within 10 business days after Tenant’s receipt of an invoice therefor from Landlord.
|
9.
|
OFAC. Tenant is currently (a) in compliance with and shall at all times during the Term of the Lease remain in compliance with the regulations of the Office of Foreign Assets Control (“OFAC”) of the U.S. Department of Treasury and any statute, executive order, or regulation relating thereto (collectively, the “OFAC Rules”), (b) not listed on, and shall not during the term of the Lease be listed on, the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List or the Sectoral Sanctions Identifications List, which are all maintained by OFAC and/or on any other similar list maintained by OFAC or other governmental authority pursuant to any authorizing statute, executive order, or regulation, and (c) not a person or entity with whom a U.S. person is prohibited from conducting business under the OFAC Rules.
|
10.
|
Miscellaneous.
|
TENANT:
|
FLUIDIGM CORPORATION,
a Delaware corporation |
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 7, 2019
|
|
|
|
|
|
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 7, 2019
|
|
|
|
|
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
|
Vikram Jog
|
|
|
|
|
Chief Financial Officer
|
|
|
|
|
(Principal Financial Officer)
|
Date: November 7, 2019
|
By:
|
|
/s/ Stephen Christopher Linthwaite
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
President and Chief Executive Officer
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
Date: November 7, 2019
|
By:
|
|
/s/ Vikram Jog
|
|
|
|
Vikram Jog
|
|
|
|
Chief Financial Officer
|
|
|
|
(Principal Financial Officer)
|
|
|
|
|