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 No.
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7000 Shoreline Ct, Ste 100
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South San Francisco,
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CA
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94080
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Address of principal executive offices
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Zip Code
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.001 par value per share
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FLDM
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The Nasdaq Global Select Market
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Large accelerated filer
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☒
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Accelerated filer
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☐
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Non-accelerated filer
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☐
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Smaller reporting company
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☐
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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 1A.
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ITEM 1B.
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ITEM 2.
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ITEM 3.
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ITEM 4.
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PART II
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ITEM 5.
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ITEM 6.
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ITEM 7.
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ITEM 7A.
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ITEM 8.
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ITEM 9.
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ITEM 9A.
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ITEM 9B.
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PART III
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ITEM 10.
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ITEM 11.
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ITEM 12.
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ITEM 13.
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ITEM 14.
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PART IV
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ITEM 15.
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ITEM 16.
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•
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Mass cytometry is a leading, high multiplex solution to analyze many cell-surface and intracellular proteins simultaneously in cell suspensions including blood and disassociated tissues. Our products enable innovative methods to characterize cells and other sample types not commonly achieved with other conventional technologies.
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IMC™ is a pioneering technology allowing for high multiplexed imaging to understand the composition of tissue microenvironments at a subcellular 1-micron resolution. Together with Mass Cytometry, these products provide researchers the capabilities to gain deeper insights into immune function.
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We have developed a sample-to-answer workflow for comprehensive human immune profiling for use with our Helios system, that puts pre-titrated antibodies in dry format in a single tube, with automated software that provides data analysis in as few as five minutes. This assay is reproducible from site-to-site and lot-to-lot, which is important for translational and pharma/biotech research work. We have collaborated with industry partners to enable workflows and software for both the Helios and Hyperion systems. In 2019, we added seven new metal antibody labels, becoming the first company to enable 50-plex cytometry panels, launched three Imaging Mass Cytometry Panel Kits and Advanced CyTOF software, as well as Maxpar Direct Immune Profiling Assay, a sample-to-answer workflow that received the 2019 Life Science Industry Gold Award for Most Innovative New Cell Biology Product.
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We have developed and collaborated with industry partners to build our applications, software and assays on our microfluidic platforms for gene expression, genotyping and sequencing library preparations as well as single-cell applications for our C1 system. Our future development will leverage both in-house development as well as externally-partnered solutions to drive new applications and sample-to-answer functionality across all our platforms. In 2019, we launched the Advanta RNA-Seq NGS Library Preparation product targeting a large potential market opportunity, in line with this strategy. We also announced a collaboration with Icahn School of Medicine at Mount Sinai for a single-cell study of the human epigenome. This study is being funded by the U.S. Department of Defense.
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Product
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Product Description
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Applications
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Mass Cytometry
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Analytical Systems:
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Helios™, a CyTOF system
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The Helios mass cytometry system performs high-parameter single-cell analysis using antibodies conjugated to metal isotopes.
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Mass Cytometry
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Hyperion™ Imaging System
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The Hyperion Imaging System brings together imaging capability with proven high-parameter CyTOF technology to enable the simultaneous detection of up to 37 protein markers in the spatial context of the tissue microenvironment.
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Imaging Mass Cytometry
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Hyperion™ Tissue Imager
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The Hyperion Tissue Imager scans tissues at 1 micron resolution. It can be purchased as an upgrade for the Helios system to enable imaging capability, then referred to as Hyperion Imaging System.
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Imaging Mass Cytometry
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Assays and Reagents:
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Maxpar® Reagents
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Maxpar® reagents are included in multiple product lines addressing needs in functional and phenotypic profiling of single cells, as well as nucleic acid detection. The product lines include pre-conjugated antibodies, application-specific kits, and custom antibody labeling services.
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Mass Cytometry and Imaging Mass Cytometry.
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Maxpar Human Immune
Monitoring Panel Kit and Workflow
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The kit contains 29 pre-titrated antibodies designed and optimized for deep immune profiling of human peripheral blood mononuclear cells. Enables comprehensive identification and characterization of key immune cell populations. The workflow includes protocol and data analysis.
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Mass Cytometry
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Maxpar Direct Immune Profiling Assay
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The assay enables comprehensive identification and characterization of 37 immune cell populations. With automated software and as little as five minutes of data analysis. The kit contains 30 pre-titrated antibodies provided in a dry single-tube format.
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Mass Cytometry
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Maxpar IMC Panel Kits for Immuno-oncology
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Contains a mix of non-overlapping metal-conjugated antibodies to deeply profile tumor-infiltrating lymphocytes, immunce cell activation states or tissue architecture. These new panels can be easily mixed and matched or combined as an 18-marker panel to broadly profile immune infiltrates.
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Mass Cytometry
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Software:
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Advanced CyTOF Software 7.0
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Streamlines the selection and acquisition of multiple regions of interest from each slide with an enhanced user experience. Remotely annotate each ROI using bright field reference images to guide automated batch acquisition of highly multiplexed images on the Hyperion Imaging System.
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Mass Cytometry
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Microfluidics
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Preparatory Instruments:
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Access Array System
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A modular, flexible system that automates amplicon-based library preparation of up to 480 amplicons across 48 unique samples per processing run. The resulting barcoded libraries are ready for targeted DNA sequencing on next-generation sequencing (NGS) platforms from Illumina® and Ion Torrent®.
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Library preparation for targeted DNA sequencing on NGS systems
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Juno System
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An integrated system that automates the preparation of amplicon-based libraries for targeted next-generation DNA sequencing. Additionally, Juno automates microfluidic workflows for PCR-based gene expression, genotyping, digital PCR, and copy number variant analysis by processing IFCs prior to analysis on Biomark HD or EP1 platforms.
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Library preparation for targeted DNA sequencing on NGS systems. End-Point PCR, SNP Genotyping, sample identification, Gene Expression, and digital PCR
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Analytical Instruments:
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Biomark HD System
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Real-time PCR analytical instrument for microfluidics-based analysis of gene expression, single-cell targeted gene expression, microRNA expression, sample identification, SNP genotyping, and real-time digital PCR.
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SNP Genotyping, sample identification, Digital PCR, and Gene Expression, including Single-Cell Targeted Gene Expression
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EP1 System
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End-point PCR analytical instrument for microfluidics-based analysis of SNP genotyping and end-point digital PCR.
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SNP Genotyping, sample identification, and Digital PCR
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Integrated Fluidic Circuits (IFCs):
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LP IFCs
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Library Preparation IFCs to support targeted DNA sequencing of 48 or 192 samples on NGS instruments.
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Library preparation for targeted next-generation DNA sequencing
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Juno Genotyping IFC
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IFC that incorporates preamplification for genotyping of 96 samples and 96 markers on a single run.
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Genotyping, sample identification
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Dynamic Array IFCs
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IFCs based on matrix architecture, allowing users to (i) individually assay up to 24 samples against up to 192 assays, (ii) individually assay up to 48 samples against up to 48 assays, (iii) individually assay up to 96 samples against up to 96 assays, or (iv) individually assay up to 192 samples against up to 24 assays.
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Real-time qPCR, End-Point PCR, SNP Genotyping and Gene Expression, including Single-Cell Targeted Gene Expression, sample identification, copy number variant analysis
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Digital Array IFCs
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IFCs based on partitioning architecture allowing users to (i) individually assay up to 12 samples or panels across 765 chambers, or to (ii) individually assay up to 48 samples across 770 chambers per IFC.
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Digital PCR, Copy Number Variation and
Variant Detection
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Flex Six IFC
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IFC that incorporates six 12 X 12 partitions that can be organized in any configuration, in up to six separate experimental runs.
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Gene Expression and SNP Genotyping
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Assays and Reagents:
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Advanta RNA-Seq NGS Library Prep Kit
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Integrated solution for automated NGS library prep. Used with The Juno system with the Advanta RNA-Seq reagents and 48.Atlas integrated fluidic circuit, supports simultaneous processing of up to 48 total RNA samples.
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Library preparation for next-generation DNA sequencing
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Delta Gene and SNP Type Assays
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Custom designed assays targeted to genomic regions of interest for genotyping and gene expression.
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Gene Expression, Single-Cell Targeted Gene Expression, SNP Genotyping
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Access Array Target-Specific Primers and Targeted Sequencing Prep Primers
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Custom designed assays for NGS library preparation using Access Array chemistry on the Access Array or Juno systems.
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Library preparation for targeted next-generation DNA sequencing
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Targeted DNA Seq Library Assays
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Custom designed assays for NGS library preparation using Targeted DNA Sequencing Library Preparation chemistry on the Access Array or Juno systems.
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Library preparation for targeted next-generation DNA sequencing
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Genotyping involves the analysis of DNA variations across individual genomes. There are multiple forms of variants, including single nucleotide polymorphism (SNPs), insertion-deletions and copy number variation. A common application of genotyping focuses on analyzing SNPs to determine whether a SNP or group of SNPs are associated with a particular genetic trait, such as propensity for a disease.
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Gene expression analysis involves measuring the levels of particular ribonucleic acid sequences known as messenger RNAs (mRNAs), which have been transcribed from genes. Determining these levels is important because mRNAs are often translated by the cell into proteins and may affect the activity of the cell or the larger organism.
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DNA sequencing is a process by which researchers are able to determine the particular order of nucleotide bases that comprise all or a portion of a particular gene or genome, and typically improves with target enrichment, such as complex sample preparation and tagging processes. Researchers are increasingly using next-generation DNA sequencers to rapidly and cost-effectively sequence portions of genomes, which is important for the identification of genetic variations that correlate with particular phenotypes.
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Mass spectrometry is an analytical chemistry technique that measures the mass-to-charge ratio in molecules using external electric and magnetic fields. Mass spectrometry techniques are limited to bulk samples and provide an understanding of global protein dynamics on a tissue or organism level, but do not, by themselves, enable researchers to analyze data at a single cell level.
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Traditional flow cytometry utilizes a suspension of cells in a stream of fluid and passes them through an electronic detection apparatus to allow simultaneous multi-parameter analysis of the physical and chemical characteristics of up to thousands of cells per second. Although traditional flow cytometry technologies are high-throughput with single-cell analysis capabilities, a key limitation is the use of fluorescent dyes to label antibodies for detection. These fluorescent labels have emission spectra that typically overlap, making it challenging to optimize reagents to analyze many protein markers at once. In general, the number of protein targets for conventional flow cytometry is less than about 10 with significant reagent optimization often involved.
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Immunohistochemistry is a method by which cells in a tissue section are stained with antibodies and then imaged with a conventional or fluorescent microscope. Antibodies selected to bind to proteins of interest can be conjugated with either chromogenic or fluorescent labels, allowing cellular proteins to be visualized in spatial context. Immunohistochemistry is used broadly throughout the life sciences industry, and in clinical research to better understand the characteristics and relationship of cancerous versus normal cells in biopsy tissue. In general, the number of simultaneously imageable proteins is less than five, with researchers only able to achieve a higher-parameter resolution using serial sections (several adjacent sections of the same tissue) or other highly laborious, more serial staining methods.
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Suspension mass cytometry is similar to traditional flow cytometry but is based primarily on antibodies using heavy metal isotope labels rather than fluorescent labels for detection of proteins, enabling the significant expansion of the number of parameters analyzed per individual cell versus conventional flow cytometry technologies. With high-throughput, single-cell analysis capabilities and the ability to analyze more protein markers per individual cell, researchers have more granular information, which allows them to identify and characterize even finer subpopulations of cells.
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Imaging mass cytometry is similar to immunohistochemistry, but is also based primarily on antibodies using heavy metal isotope labels rather than fluorescent or chromogenic labels for detection of proteins. This method enables a significant expansion of the number of parameters simultaneously analyzed per tissue section rather than in adjacent sections or via serial staining protocols.
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We exclusively license from Caltech relevant patent filings relating to developed technologies that enable the production of specialized valves and pumps capable of controlling fluid flow at nanoliter volumes. The license agreement will terminate as to each country and licensed product upon expiration of the last-to-expire patent covering licensed products in each country. The U.S. issued patents we have licensed from Caltech expire between 2017 and 2030.
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We have entered into a co-exclusive license agreement with Harvard University for the license of relevant patent filings relating to microfluidic technology. The license agreement will terminate with the last-to-expire of the licensed patents. The U.S. issued patents we have licensed from Harvard University expire between 2019 and 2027.
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In May 2011, we entered into a license agreement with Caliper to license Caliper’s existing patent portfolio in certain fields. The license agreement will terminate with the last-to-expire of the licensed patents. As later amended, the license agreement provides for certain royalty payments until mid-2018 for our existing products at the time of amendment and their future equivalents.
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a failure to achieve market acceptance or expansion of our product sales;
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loss of customer orders and delay in order fulfillment;
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damage to our brand reputation;
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increased cost of our warranty program due to product repair or replacement;
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product recalls or replacements;
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inability to attract new customers;
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diversion of resources from our manufacturing and research and development departments into our service department; and
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legal claims against us, including product liability claims, which could be costly and time consuming to defend and result in substantial damages.
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changes in economic conditions;
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natural disasters;
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changes in government programs that provide funding to research institutions and companies;
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changes in the regulatory environment affecting life science and plant and animal research companies engaged in research and commercial activities;
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differences in budget cycles across various geographies and industries;
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market-driven pressures on companies to consolidate operations and reduce costs;
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mergers and acquisitions in the life science and plant and animal research industries; and
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other factors affecting research and development spending.
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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;
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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;
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export requirements and import or trade restrictions;
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laws and business practices favoring local companies;
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longer payment cycles and difficulties in enforcing agreements and collecting receivables through certain foreign legal systems;
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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 separation of the United Kingdom from the European Union (Brexit);
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potentially adverse tax consequences, tariffs, customs charges, bureaucratic requirements, and other trade barriers;
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difficulties and costs of staffing and managing foreign operations; and
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difficulties protecting or procuring intellectual property rights.
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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.
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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.
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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.
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we may be subject to increased component or assembly costs and
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we may not be able to obtain adequate supply or services in a timely manner or on commercially reasonable terms.
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difficulties in integrating and managing the operations, technologies, and products of the companies we acquire;
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diversion of our management’s attention from normal daily operation of our business;
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our inability to maintain the key business relationships and the reputations of the businesses we acquire;
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our inability to retain key personnel of the acquired company;
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uncertainty of entry into markets in which we have limited or no prior experience and in which competitors have stronger market positions;
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our dependence on unfamiliar affiliates and customers of the companies we acquire;
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insufficient revenue to offset our increased expenses associated with acquisitions;
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our responsibility for the liabilities of the businesses we acquire, including those which we may not anticipate; and
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our inability to maintain internal standards, controls, procedures, and policies.
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expanding the commercialization of our products;
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funding our operations;
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furthering our research and development; and
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acquiring other businesses or assets and licensing technologies.
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market acceptance of our products;
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the cost of our research and development activities;
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the cost of filing and prosecuting patent applications;
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the cost of defending any litigation including intellectual property, employment, contractual or other litigation;
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the cost and timing of regulatory clearances or approvals, if any;
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the cost and timing of establishing additional sales, marketing, and distribution capabilities;
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the cost and timing of establishing additional technical support capabilities;
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fluctuations in cash demands (e.g., due to interest or principal payments or payouts under existing cash compensation plans);
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variability in sales and timing of related cash collections;
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the effectiveness of our recent efficiency and cost-savings initiatives;
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the effect of competing technological and market developments; and
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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.
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requiring a portion of our cash flow from operations to make interest payments on this debt;
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increasing our vulnerability to general adverse economic and industry conditions;
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reducing the cash flow available to fund capital expenditures and other corporate purposes and to grow our business;
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limiting our flexibility in planning for, or reacting to, changes in our business and the industry; and
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limiting our ability to borrow additional funds as needed or take advantage of business opportunities as they arise.
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we might not have been the first to make the inventions covered by each of our pending patent applications;
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we might not have been the first to file patent applications for these inventions;
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the patents of others may have an adverse effect on our business; and
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others may independently develop similar or alternative products and technologies or duplicate any of our products and technologies.
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actual or anticipated quarterly variation in our results of operations or the results of our competitors;
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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;
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issuance of new or changed securities analysts’ reports or recommendations for our stock;
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developments or disputes concerning our intellectual property or other proprietary rights;
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commencement of, or our involvement in, litigation;
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market conditions in the life science, plant and animal research, and CRO sectors;
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failure to complete significant sales;
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manufacturing disruptions that could occur if we are unable to successfully expand our production in our current or an alternative facility;
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any future sales of our common stock or other securities in connection with raising additional capital or otherwise;
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any major change to the composition of our board of directors or management; and
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general economic conditions and slow or negative growth of our markets.
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authorize our board of directors to issue, without further action by the stockholders, up to 10,000,000 shares of undesignated preferred stock;
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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;
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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;
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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;
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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;
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provide that our directors may be removed only for cause;
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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;
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specify that no stockholder is permitted to cumulate votes at any election of directors; and
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require a super-majority of votes to amend certain of the above-mentioned provisions.
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||||||||||
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2019
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|
2018
|
|
2017
|
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2016
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|
2015
|
||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
117,243
|
|
|
$
|
112,964
|
|
|
$
|
101,937
|
|
|
$
|
104,446
|
|
|
$
|
114,712
|
|
Loss from operations
|
|
(51,839
|
)
|
|
(48,164
|
)
|
|
(58,360
|
)
|
|
(73,190
|
)
|
|
(50,155
|
)
|
|||||
Net loss
|
|
(64,790
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)
|
|
(59,013
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)
|
|
(60,535
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)
|
|
(75,985
|
)
|
|
(53,315
|
)
|
|||||
Net loss per share, basic and diluted
|
|
(0.97
|
)
|
|
(1.49
|
)
|
|
(1.84
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)
|
|
(2.62
|
)
|
|
(1.86
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
|
||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2016
|
|
2015
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and short and long-term investments
|
|
$
|
58,639
|
|
|
$
|
95,401
|
|
|
$
|
63,136
|
|
|
$
|
59,430
|
|
|
$
|
101,465
|
|
Working capital (1)
|
|
74,003
|
|
|
100,988
|
|
|
71,565
|
|
|
76,334
|
|
|
123,433
|
|
|||||
Total assets (2)
|
|
264,812
|
|
|
303,647
|
|
|
287,351
|
|
|
306,395
|
|
|
370,050
|
|
|||||
Total long-term debt (2)
|
|
53,821
|
|
|
172,058
|
|
|
195,238
|
|
|
194,951
|
|
|
194,673
|
|
|||||
Total stockholders’ equity
|
|
153,612
|
|
|
72,116
|
|
|
30,935
|
|
|
53,233
|
|
|
114,901
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenue
|
|
$
|
117,243
|
|
|
100
|
%
|
|
$
|
112,964
|
|
|
100
|
%
|
|
$
|
101,937
|
|
|
100
|
%
|
Cost of sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total cost of sales
|
|
52,964
|
|
|
45
|
|
|
51,315
|
|
|
45
|
|
|
49,955
|
|
|
49
|
|
|||
Gross profit
|
|
64,279
|
|
|
55
|
|
|
61,649
|
|
|
55
|
|
|
51,982
|
|
|
51
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Research and development
|
|
31,640
|
|
|
27
|
|
|
30,030
|
|
|
27
|
|
|
30,826
|
|
|
30
|
|
|||
Selling, general and administrative
|
|
84,478
|
|
|
72
|
|
|
79,783
|
|
|
71
|
|
|
79,516
|
|
|
78
|
|
|||
Total operating expenses
|
|
116,118
|
|
|
99
|
|
|
109,813
|
|
|
98
|
|
|
110,342
|
|
|
108
|
|
|||
Loss from operations
|
|
(51,839
|
)
|
|
(44
|
)
|
|
(48,164
|
)
|
|
(43
|
)
|
|
(58,360
|
)
|
|
(57
|
)
|
|||
Interest expense
|
|
(4,279
|
)
|
|
(4
|
)
|
|
(13,893
|
)
|
|
(12
|
)
|
|
(5,824
|
)
|
|
(6
|
)
|
|||
Loss from extinguishment of debt
|
|
(12,020
|
)
|
|
(10
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
1,433
|
|
|
1
|
|
|
637
|
|
|
1
|
|
|
385
|
|
|
1
|
|
|||
Loss before income taxes
|
|
(66,705
|
)
|
|
(57
|
)
|
|
(61,420
|
)
|
|
(54
|
)
|
|
(63,799
|
)
|
|
(62
|
)
|
|||
Income tax benefit
|
|
1,915
|
|
|
2
|
|
|
2,407
|
|
|
2
|
|
|
3,264
|
|
|
3
|
|
|||
Net loss
|
|
$
|
(64,790
|
)
|
|
(55
|
)%
|
|
$
|
(59,013
|
)
|
|
(52
|
)%
|
|
$
|
(60,535
|
)
|
|
(59
|
)%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|||||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Instruments
|
|
$
|
50,004
|
|
|
43
|
%
|
|
$
|
45,491
|
|
|
40
|
%
|
|
$
|
42,505
|
|
|
42
|
%
|
|
10
|
%
|
|
7
|
%
|
Consumables
|
|
45,412
|
|
|
39
|
|
|
48,159
|
|
|
43
|
|
|
41,894
|
|
|
41
|
|
|
(6
|
)%
|
|
15
|
%
|
|||
Product revenue
|
|
95,416
|
|
|
82
|
%
|
|
93,650
|
|
|
83
|
%
|
|
84,399
|
|
|
83
|
%
|
|
2
|
%
|
|
11
|
%
|
|||
Service revenue
|
|
21,277
|
|
|
18
|
|
|
19,314
|
|
|
17
|
|
|
17,348
|
|
|
17
|
|
|
10
|
%
|
|
11
|
%
|
|||
Grant revenue
|
|
550
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
NA
|
|
|
—
|
%
|
|||
License revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
190
|
|
|
—
|
|
|
NA
|
|
|
(100
|
)%
|
|||
Total revenue
|
|
$
|
117,243
|
|
|
100
|
%
|
|
$
|
112,964
|
|
|
100
|
%
|
|
$
|
101,937
|
|
|
100
|
%
|
|
4
|
%
|
|
11
|
%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
2019
|
|
2018
|
|||||||||||||||||
Americas
|
|
$
|
47,016
|
|
|
40
|
%
|
|
$
|
51,172
|
|
|
46
|
%
|
|
$
|
49,290
|
|
|
48
|
%
|
|
(8
|
)%
|
|
4
|
%
|
EMEA
|
|
40,024
|
|
|
34
|
|
|
36,617
|
|
|
32
|
|
|
32,642
|
|
|
32
|
|
|
9
|
%
|
|
12
|
%
|
|||
Asia-Pacific
|
|
30,203
|
|
|
26
|
|
|
25,175
|
|
|
22
|
|
|
20,005
|
|
|
20
|
|
|
20
|
%
|
|
26
|
%
|
|||
Total revenue
|
|
|
$117,243
|
|
|
100
|
%
|
|
|
$112,964
|
|
|
100
|
%
|
|
|
$101,937
|
|
|
100
|
%
|
|
4
|
%
|
|
11
|
%
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 change
|
|
|
2018 vs. 2017 change
|
|
||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
|
|
||||||||||
Cost of product revenue
|
|
$
|
45,461
|
|
|
$
|
44,861
|
|
|
$
|
45,039
|
|
|
1
|
%
|
|
|
—
|
%
|
|
Cost of service revenue
|
|
7,503
|
|
|
6,454
|
|
|
4,916
|
|
|
16
|
%
|
|
|
31
|
%
|
|
|||
Total cost of revenue
|
|
$
|
52,964
|
|
|
$
|
51,315
|
|
|
$
|
49,955
|
|
|
3
|
%
|
|
|
3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Gross profit
|
|
$
|
64,279
|
|
|
$
|
61,649
|
|
|
$
|
51,982
|
|
|
4
|
%
|
|
|
19
|
%
|
|
Gross margin
|
|
54.8
|
%
|
|
54.6
|
%
|
|
51.0
|
%
|
|
0.2
|
|
ppts
|
|
3.6
|
|
ppts.
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 change
|
|
2018 vs. 2017 change
|
||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
||||||||||
Research and development
|
|
$
|
31,640
|
|
|
$
|
30,030
|
|
|
$
|
30,826
|
|
|
5
|
%
|
|
(3
|
)%
|
Selling, general and administrative
|
|
84,478
|
|
|
79,783
|
|
|
79,516
|
|
|
6
|
%
|
|
—
|
%
|
|||
Total operating expenses
|
|
$
|
116,118
|
|
|
$
|
109,813
|
|
|
$
|
110,342
|
|
|
6
|
%
|
|
—
|
%
|
|
|
Year Ended December 31,
|
|
2019 vs. 2018 change
|
|
2018 vs. 2017 change
|
||||||||||||
|
|
2019
|
|
2018
|
|
2017
|
|
|
||||||||||
Interest expense
|
|
$
|
(4,279
|
)
|
|
$
|
(13,893
|
)
|
|
$
|
(5,824
|
)
|
|
69
|
%
|
|
(139
|
)%
|
Loss on extinguishment of debt
|
|
(12,020
|
)
|
|
—
|
|
|
—
|
|
|
NM
|
|
|
NM
|
|
|||
Other income, net
|
|
1,433
|
|
|
637
|
|
|
385
|
|
|
(125
|
)%
|
|
(65
|
)%
|
|||
Total
|
|
$
|
(14,866
|
)
|
|
$
|
(13,256
|
)
|
|
$
|
(5,439
|
)
|
|
(12
|
)%
|
|
(144
|
)%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Cash flow summary:
|
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
|
$
|
(35,210
|
)
|
|
$
|
(25,201
|
)
|
|
$
|
(24,098
|
)
|
Net cash provided by (used in) investing activities
|
|
(39,301
|
)
|
|
4,719
|
|
|
17,658
|
|
|||
Net cash provided by financing activities
|
|
2,790
|
|
|
57,660
|
|
|
28,997
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(71,665
|
)
|
|
37,345
|
|
|
23,011
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
Long-term debt obligations
|
|
$
|
70,957
|
|
|
$
|
2,917
|
|
|
$
|
5,835
|
|
|
$
|
60,835
|
|
|
$
|
1,370
|
|
Commenced operating lease obligations, net
|
|
6,813
|
|
|
1,926
|
|
|
2,322
|
|
|
1,474
|
|
|
1,091
|
|
|||||
Future operating lease obligations (1)
|
|
61,101
|
|
|
2,727
|
|
|
11,030
|
|
|
11,816
|
|
|
35,528
|
|
|||||
Purchase obligations
|
|
2,239
|
|
|
2,239
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
141,110
|
|
|
$
|
9,809
|
|
|
$
|
19,187
|
|
|
$
|
74,125
|
|
|
$
|
37,989
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Statement Schedule
|
|
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
21,661
|
|
|
$
|
95,401
|
|
Short-term investments
|
|
36,978
|
|
|
—
|
|
||
Accounts receivable (net of allowances of $6 and $126, at December 31, 2019 and 2018, respectively)
|
|
18,981
|
|
|
16,651
|
|
||
Inventories
|
|
13,884
|
|
|
13,003
|
|
||
Prepaid expenses and other current assets
|
|
4,592
|
|
|
2,051
|
|
||
Total current assets
|
|
96,096
|
|
|
127,106
|
|
||
Property and equipment, net
|
|
8,056
|
|
|
8,825
|
|
||
Operating lease right-of-use asset, net
|
|
4,860
|
|
|
—
|
|
||
Other non-current assets
|
|
5,492
|
|
|
6,208
|
|
||
Developed technology, net
|
|
46,200
|
|
|
57,400
|
|
||
Goodwill
|
|
104,108
|
|
|
104,108
|
|
||
Total assets
|
|
$
|
264,812
|
|
|
$
|
303,647
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
6,510
|
|
|
$
|
4,027
|
|
Accrued compensation and related benefits
|
|
5,160
|
|
|
14,470
|
|
||
Operating lease liabilities, current
|
|
1,833
|
|
|
—
|
|
||
Other accrued liabilities
|
|
7,515
|
|
|
7,621
|
|
||
Deferred revenue, current
|
|
11,803
|
|
|
11,464
|
|
||
Total current liabilities
|
|
32,821
|
|
|
37,582
|
|
||
Convertible notes, net
|
|
53,821
|
|
|
172,058
|
|
||
Deferred tax liability
|
|
11,494
|
|
|
13,714
|
|
||
Operating lease liabilities, non-current
|
|
4,323
|
|
|
—
|
|
||
Deferred revenue, non-current
|
|
8,168
|
|
|
6,327
|
|
||
Other non-current liabilities
|
|
573
|
|
|
1,850
|
|
||
Total liabilities
|
|
111,200
|
|
|
231,531
|
|
||
Commitments and contingencies (Note 14)
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either December 31, 2019 or 2018
|
|
—
|
|
|
—
|
|
||
Common stock: $0.001 par value, 200,000 shares authorized at December 31, 2019 and 2018; 69,956 and 49,338 shares issued and outstanding at December 31, 2019 and 2018, respectively
|
|
70
|
|
|
49
|
|
||
Additional paid-in capital
|
|
777,765
|
|
|
631,605
|
|
||
Accumulated other comprehensive loss
|
|
(582
|
)
|
|
(687
|
)
|
||
Accumulated deficit
|
|
(623,641
|
)
|
|
(558,851
|
)
|
||
Total stockholders’ equity
|
|
153,612
|
|
|
72,116
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
264,812
|
|
|
$
|
303,647
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product revenue
|
|
$
|
95,416
|
|
|
$
|
93,650
|
|
|
$
|
84,399
|
|
Service revenue
|
|
21,277
|
|
|
19,314
|
|
|
17,348
|
|
|||
Grant revenue
|
|
550
|
|
|
—
|
|
|
—
|
|
|||
License revenue
|
|
—
|
|
|
—
|
|
|
190
|
|
|||
Total revenue
|
|
117,243
|
|
|
112,964
|
|
|
101,937
|
|
|||
Cost of sales:
|
|
|
|
|
|
|
||||||
Cost of product revenue
|
|
45,461
|
|
|
44,861
|
|
|
45,039
|
|
|||
Cost of service revenue
|
|
7,503
|
|
|
6,454
|
|
|
4,916
|
|
|||
Total cost of sales
|
|
52,964
|
|
|
51,315
|
|
|
49,955
|
|
|||
Gross profit
|
|
64,279
|
|
|
61,649
|
|
|
51,982
|
|
|||
Operating expenses:
|
|
|
|
|
|
|
||||||
Research and development
|
|
31,640
|
|
|
30,030
|
|
|
30,826
|
|
|||
Selling, general and administrative
|
|
84,478
|
|
|
79,783
|
|
|
79,516
|
|
|||
Total operating expenses
|
|
116,118
|
|
|
109,813
|
|
|
110,342
|
|
|||
Loss from operations
|
|
(51,839
|
)
|
|
(48,164
|
)
|
|
(58,360
|
)
|
|||
Interest expense
|
|
(4,279
|
)
|
|
(13,893
|
)
|
|
(5,824
|
)
|
|||
Loss from extinguishment of debt
|
|
(12,020
|
)
|
|
—
|
|
|
—
|
|
|||
Other income, net
|
|
1,433
|
|
|
637
|
|
|
385
|
|
|||
Loss before income taxes
|
|
(66,705
|
)
|
|
(61,420
|
)
|
|
(63,799
|
)
|
|||
Income tax benefit
|
|
1,915
|
|
|
2,407
|
|
|
3,264
|
|
|||
Net loss
|
|
(64,790
|
)
|
|
(59,013
|
)
|
|
(60,535
|
)
|
|||
Net loss per share, basic and diluted
|
|
$
|
(0.97
|
)
|
|
$
|
(1.49
|
)
|
|
$
|
(1.84
|
)
|
Shares used in computing net loss per share, basic and diluted
|
|
66,779
|
|
|
39,652
|
|
|
32,980
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Net loss
|
|
$
|
(64,790
|
)
|
|
$
|
(59,013
|
)
|
|
$
|
(60,535
|
)
|
Other comprehensive income (loss), net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
69
|
|
|
(112
|
)
|
|
183
|
|
|||
Net change in unrealized gain (loss) on investments
|
|
36
|
|
|
(1
|
)
|
|
3
|
|
|||
Other comprehensive income (loss), net of tax
|
|
105
|
|
|
(113
|
)
|
|
186
|
|
|||
Comprehensive loss
|
|
$
|
(64,685
|
)
|
|
$
|
(59,126
|
)
|
|
$
|
(60,349
|
)
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2016
|
|
29,208
|
|
|
$
|
29
|
|
|
$
|
493,441
|
|
|
$
|
(760
|
)
|
|
$
|
(439,477
|
)
|
|
$
|
53,233
|
|
At-the-market offering
|
|
9,091
|
|
|
9
|
|
|
28,793
|
|
|
—
|
|
|
—
|
|
|
28,802
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
413
|
|
|
1
|
|
|
(166
|
)
|
|
—
|
|
|
—
|
|
|
(165
|
)
|
|||||
Issuance of common stock from option exercises
|
|
25
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|
—
|
|
|
100
|
|
|||||
Issuance of common stock under ESPP
|
|
50
|
|
|
—
|
|
|
222
|
|
|
—
|
|
|
—
|
|
|
222
|
|
|||||
Cumulative-effect of new accounting standard for Topic 718 Stock Compensation
|
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
(184
|
)
|
|
—
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
9,092
|
|
|
—
|
|
|
—
|
|
|
9,092
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(60,535
|
)
|
|
(60,535
|
)
|
|||||
Other comprehensive income (loss), net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
186
|
|
|
—
|
|
|
186
|
|
|||||
Balance at December 31, 2017
|
|
38,787
|
|
|
39
|
|
|
531,666
|
|
|
(574
|
)
|
|
(500,196
|
)
|
|
30,935
|
|
|||||
Market offering
|
|
9,373
|
|
|
9
|
|
|
59,084
|
|
|
—
|
|
|
—
|
|
|
59,093
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
886
|
|
|
1
|
|
|
(379
|
)
|
|
—
|
|
|
—
|
|
|
(378
|
)
|
|||||
Issuance of common stock from option exercises
|
|
40
|
|
|
—
|
|
|
208
|
|
|
—
|
|
|
—
|
|
|
208
|
|
|||||
Issuance of common stock under ESPP
|
|
252
|
|
|
—
|
|
|
1,203
|
|
|
—
|
|
|
—
|
|
|
1,203
|
|
|||||
Conversion option on convertible debt
|
|
|
|
|
|
29,357
|
|
|
|
|
|
|
29,357
|
|
|||||||||
Conversion cost related to conversion option on convertible debt
|
|
—
|
|
|
—
|
|
|
(557
|
)
|
|
—
|
|
|
—
|
|
|
(557
|
)
|
|||||
Cumulative-effect on new accounting standards for Topic 606 Revenue
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
358
|
|
|
358
|
|
|||||
Stock-based compensation expense
|
|
|
|
|
|
11,023
|
|
|
—
|
|
|
|
|
11,023
|
|
||||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(59,013
|
)
|
|
(59,013
|
)
|
|||||
Other comprehensive income (loss), net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(113
|
)
|
|
—
|
|
|
(113
|
)
|
|||||
Balance at December 31, 2018
|
|
49,338
|
|
|
49
|
|
|
631,605
|
|
|
(687
|
)
|
|
(558,851
|
)
|
|
72,116
|
|
|||||
Issuance of common stock on bond conversion
|
|
19,460
|
|
|
19
|
|
|
133,280
|
|
|
—
|
|
|
—
|
|
|
133,299
|
|
|||||
Issuance of restricted stock, net of shares withheld for taxes, and other
|
|
666
|
|
|
1
|
|
|
(601
|
)
|
|
—
|
|
|
—
|
|
|
(600
|
)
|
|||||
Issuance of common stock from option exercises
|
|
195
|
|
|
—
|
|
|
1,058
|
|
|
—
|
|
|
—
|
|
|
1,058
|
|
|||||
Issuance of common stock under ESPP
|
|
297
|
|
|
1
|
|
|
1,074
|
|
|
—
|
|
|
—
|
|
|
1,075
|
|
|||||
Stock-based compensation expense
|
|
|
|
—
|
|
|
11,349
|
|
|
—
|
|
|
—
|
|
|
11,349
|
|
||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64,790
|
)
|
|
(64,790
|
)
|
|||||
Other comprehensive income (loss), net of taxes
|
|
—
|
|
|
—
|
|
|
—
|
|
|
105
|
|
|
—
|
|
|
105
|
|
|||||
Balance at December 31, 2019
|
|
69,956
|
|
|
$
|
70
|
|
|
$
|
777,765
|
|
|
$
|
(582
|
)
|
|
$
|
(623,641
|
)
|
|
$
|
153,612
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(64,790
|
)
|
|
$
|
(59,013
|
)
|
|
$
|
(60,535
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
4,605
|
|
|
5,372
|
|
|
7,409
|
|
|||
Stock-based compensation expense
|
|
11,393
|
|
|
11,023
|
|
|
9,092
|
|
|||
Amortization of developed technology
|
|
11,200
|
|
|
11,200
|
|
|
11,200
|
|
|||
Amortization of debt discounts, premiums and issuance costs
|
|
1,936
|
|
|
8,379
|
|
|
287
|
|
|||
Impairment of intangible
|
|
443
|
|
|
—
|
|
|
—
|
|
|||
Loss on extinguishment of debt
|
|
12,020
|
|
|
—
|
|
|
—
|
|
|||
Loss on disposal of property and equipment
|
|
89
|
|
|
141
|
|
|
135
|
|
|||
Increase in inventory reserves, net
|
|
1,449
|
|
|
1,026
|
|
|
434
|
|
|||
Other non-cash items
|
|
(316
|
)
|
|
175
|
|
|
(890
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable, net
|
|
(2,075
|
)
|
|
(1,788
|
)
|
|
(554
|
)
|
|||
Inventories
|
|
(2,689
|
)
|
|
462
|
|
|
4,162
|
|
|||
Prepaid expenses and other assets
|
|
(1,400
|
)
|
|
178
|
|
|
1,583
|
|
|||
Accounts payable
|
|
2,145
|
|
|
(294
|
)
|
|
585
|
|
|||
Deferred revenue
|
|
2,129
|
|
|
2,574
|
|
|
1,636
|
|
|||
Other liabilities
|
|
(11,349
|
)
|
|
(4,636
|
)
|
|
1,358
|
|
|||
Net cash used in operating activities
|
|
(35,210
|
)
|
|
(25,201
|
)
|
|
(24,098
|
)
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Purchases of investments
|
|
(62,370
|
)
|
|
(1,450
|
)
|
|
(6,276
|
)
|
|||
Proceeds from maturities of investments
|
|
25,600
|
|
|
6,541
|
|
|
25,550
|
|
|||
Purchases of intangible assets
|
|
—
|
|
|
—
|
|
|
(50
|
)
|
|||
Purchases of property and equipment
|
|
(2,531
|
)
|
|
(372
|
)
|
|
(1,566
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
(39,301
|
)
|
|
4,719
|
|
|
17,658
|
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of common stock
|
|
—
|
|
|
59,469
|
|
|
28,793
|
|
|||
Proceeds from debt issuance
|
|
55,000
|
|
|
—
|
|
|
—
|
|
|||
Repayment of long-term debt
|
|
(51,826
|
)
|
|
—
|
|
|
—
|
|
|||
Payments of debt and equity issuance cost
|
|
(1,888
|
)
|
|
(2,862
|
)
|
|
—
|
|
|||
Proceeds from exercise of stock options
|
|
1,058
|
|
|
208
|
|
|
100
|
|
|||
Proceeds from stock issuance from ESPP
|
|
1,075
|
|
|
1,203
|
|
|
222
|
|
|||
Payments for taxes related to net share settlement of equity awards and other
|
|
(629
|
)
|
|
(358
|
)
|
|
(118
|
)
|
|||
Net cash provided by financing activities
|
|
2,790
|
|
|
57,660
|
|
|
28,997
|
|
|||
Effect of foreign exchange rate fluctuations on cash and cash equivalents
|
|
56
|
|
|
167
|
|
|
454
|
|
|||
Net increase (decrease) in cash, cash equivalents and restricted cash
|
|
(71,665
|
)
|
|
37,345
|
|
|
23,011
|
|
|||
Cash, cash equivalents and restricted cash at beginning of period
|
|
95,401
|
|
|
58,056
|
|
|
35,045
|
|
|||
Cash, cash equivalents and restricted cash at end of period
|
|
$
|
23,736
|
|
|
$
|
95,401
|
|
|
$
|
58,056
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
3,542
|
|
|
$
|
5,534
|
|
|
$
|
5,534
|
|
Cash paid for income taxes, net of refunds
|
|
$
|
205
|
|
|
$
|
321
|
|
|
$
|
245
|
|
Unpaid debt and equity issuance costs
|
|
$
|
534
|
|
|
$
|
375
|
|
|
$
|
—
|
|
Asset retirement obligations
|
|
$
|
312
|
|
|
$
|
314
|
|
|
$
|
203
|
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Investments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Ending balance at December 31, 2017
|
|
$
|
(575
|
)
|
|
$
|
1
|
|
|
$
|
(574
|
)
|
Change during the year
|
|
(112
|
)
|
|
(1
|
)
|
|
(113
|
)
|
|||
Ending balance at December 31, 2018
|
|
(687
|
)
|
|
—
|
|
|
(687
|
)
|
|||
Change during the year
|
|
69
|
|
|
36
|
|
|
105
|
|
|||
Ending balance at December 31, 2019
|
|
$
|
(618
|
)
|
|
$
|
36
|
|
|
$
|
(582
|
)
|
|
|
December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Stock options, restricted stock units and performance awards
|
|
5,189
|
|
|
4,354
|
|
|
3,501
|
|
2019 Convertible Notes
|
|
18,966
|
|
|
—
|
|
|
—
|
|
2019 Convertible Notes potential make-whole shares
|
|
3,182
|
|
|
—
|
|
|
—
|
|
2018 Convertible Notes
|
|
—
|
|
|
19,035
|
|
|
—
|
|
2018 Convertible Notes potential make-whole shares
|
|
—
|
|
|
757
|
|
|
—
|
|
2014 Convertible Notes
|
|
19
|
|
|
916
|
|
|
3,598
|
|
Total
|
|
27,356
|
|
|
25,062
|
|
|
7,099
|
|
|
Year Ended December 31,
|
||||||||||
|
2019
|
|
2018
|
|
2017
|
||||||
Geographic Markets:
|
|
|
|
|
|
||||||
Americas
|
$
|
47,016
|
|
|
$
|
51,172
|
|
|
$
|
49,290
|
|
EMEA
|
40,024
|
|
|
36,617
|
|
|
32,642
|
|
|||
Asia-Pacific
|
30,203
|
|
|
25,175
|
|
|
20,005
|
|
|||
Total
|
$
|
117,243
|
|
|
$
|
112,964
|
|
|
$
|
101,937
|
|
Fiscal Year
|
|
Expected Revenue (1)
|
||
2020
|
|
$
|
10,733
|
|
2021
|
|
6,403
|
|
|
2022
|
|
3,516
|
|
|
Thereafter
|
|
2,081
|
|
|
Total
|
|
$
|
22,733
|
|
|
December 31, 2019
|
|||||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted-Average Amortization Period
|
||||||
Developed technology
|
|
$
|
112,000
|
|
|
$
|
(65,800
|
)
|
|
$
|
46,200
|
|
|
10.0 years
|
Patents and licenses
|
|
$
|
11,274
|
|
|
$
|
(8,342
|
)
|
|
$
|
2,932
|
|
|
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
|
||||||
2020
|
$
|
11,200
|
|
|
$
|
916
|
|
|
$
|
12,116
|
|
2021
|
11,200
|
|
|
761
|
|
|
11,961
|
|
|||
2022
|
11,200
|
|
|
677
|
|
|
11,877
|
|
|||
2023
|
11,200
|
|
|
571
|
|
|
11,771
|
|
|||
2024
|
1,400
|
|
|
7
|
|
|
1,407
|
|
|||
Thereafter
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total
|
$
|
46,200
|
|
|
$
|
2,932
|
|
|
$
|
49,132
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Cash and cash equivalents
|
|
$
|
21,661
|
|
|
$
|
95,401
|
|
Restricted cash
|
|
2,075
|
|
|
—
|
|
||
Total cash, cash equivalents and restricted cash
|
|
$
|
23,736
|
|
|
$
|
95,401
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Raw materials
|
|
$
|
6,133
|
|
|
$
|
5,996
|
|
Work-in-process
|
|
659
|
|
|
650
|
|
||
Finished goods
|
|
7,092
|
|
|
6,357
|
|
||
Total inventories
|
|
$
|
13,884
|
|
|
$
|
13,003
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Computer equipment and software
|
|
$
|
3,997
|
|
|
$
|
4,201
|
|
Laboratory and manufacturing equipment
|
|
19,325
|
|
|
18,780
|
|
||
Leasehold improvements
|
|
7,788
|
|
|
7,173
|
|
||
Office furniture and fixtures
|
|
1,824
|
|
|
1,506
|
|
||
Property and equipment, gross
|
|
32,934
|
|
|
31,660
|
|
||
Less accumulated depreciation and amortization
|
|
(24,954
|
)
|
|
(22,855
|
)
|
||
Construction-in-progress
|
|
76
|
|
|
20
|
|
||
Property and equipment, net
|
|
$
|
8,056
|
|
|
$
|
8,825
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Beginning balance
|
|
$
|
863
|
|
|
$
|
699
|
|
Accrual for current period warranties
|
|
1,386
|
|
|
1,573
|
|
||
Warranty costs incurred
|
|
(859
|
)
|
|
(1,409
|
)
|
||
Ending balance
|
|
$
|
1,390
|
|
|
$
|
863
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
2.75% 2014 Notes due 2034
|
|
|
|
|
||||
Principal amount
|
|
$
|
1,079
|
|
|
$
|
51,250
|
|
Unamortized debt discount
|
|
(18
|
)
|
|
(1,232
|
)
|
||
Unamortized debt issuance cost
|
|
(4
|
)
|
|
(224
|
)
|
||
|
|
$
|
1,057
|
|
|
$
|
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
|
|
5.25% 2019 Notes due 2024
|
|
|
|
|
||||
Principal amount
|
|
$
|
55,000
|
|
|
$
|
—
|
|
Unamortized debt issuance cost
|
|
(2,236
|
)
|
|
—
|
|
||
|
|
$
|
52,764
|
|
|
$
|
—
|
|
Net carrying value of all Notes
|
|
$
|
53,821
|
|
|
$
|
172,058
|
|
|
|
December 31, 2019
|
||||||||||
|
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
||||||
Operating lease right-of-use buildings
|
|
$
|
6,234
|
|
|
$
|
(1,618
|
)
|
|
$
|
4,616
|
|
Operating lease right-of-use equipment
|
|
69
|
|
|
(34
|
)
|
|
35
|
|
|||
Operating lease right-of-use vehicles
|
|
355
|
|
|
(146
|
)
|
|
209
|
|
|||
Total
|
|
$
|
6,658
|
|
|
$
|
(1,798
|
)
|
|
$
|
4,860
|
|
(in thousands)
|
|
|
Twelve months ended December 31, 2019
|
||
Operating lease cost (including variable costs)
|
|
|
$
|
6,093
|
|
Variable costs including non-lease component
|
|
|
$
|
2,624
|
|
|
|
|
|
||
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
|
|
|
$
|
4,008
|
|
|
|
|
|
||
|
|
|
December 31, 2019
|
||
Weighted average remaining lease term (in years)
|
|
|
4.7
|
|
|
Weighted average discount rate
|
|
|
5.0
|
%
|
Fiscal Year
|
|
Minimum Lease Payments for Operating Leases
|
|
Minimum Sublease Income
|
|
Net Amount
|
||||||
2020
|
|
$
|
2,058
|
|
|
$
|
(132
|
)
|
|
$
|
1,926
|
|
2021
|
|
1,371
|
|
|
—
|
|
|
1,371
|
|
|||
2022
|
|
951
|
|
|
—
|
|
|
951
|
|
|||
2023
|
|
733
|
|
|
—
|
|
|
733
|
|
|||
2024
|
|
741
|
|
|
—
|
|
|
741
|
|
|||
Thereafter
|
|
1,091
|
|
|
—
|
|
|
1,091
|
|
|||
Total future minimum payments (income)
|
|
$
|
6,945
|
|
|
$
|
(132
|
)
|
|
$
|
6,813
|
|
Less: imputed interest
|
|
(789
|
)
|
|
|
|
|
|||||
Total
|
|
$
|
6,156
|
|
|
|
|
|
||||
|
|
|
|
|
|
|
||||||
December 31, 2019
|
|
|
|
|
|
|
||||||
Operating lease liabilities, current
|
|
$
|
1,833
|
|
|
|
|
|
||||
Operating lease liabilities, non-current
|
|
4,323
|
|
|
|
|
|
|||||
Total
|
|
$
|
6,156
|
|
|
|
|
|
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
|
|
|
December 31, 2019
|
||||||||||||||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-Term Marketable Securities
|
|
Cash- Restricted
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash
|
$
|
16,614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
16,614
|
|
|
$
|
16,614
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Cash-restricted
|
2,075
|
|
|
—
|
|
|
—
|
|
|
2,075
|
|
|
—
|
|
|
—
|
|
|
2,075
|
|
|||||||
Total cash
|
$
|
18,689
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,689
|
|
|
$
|
16,614
|
|
|
$
|
—
|
|
|
$
|
2,075
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Level I:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market funds
|
$
|
5,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,047
|
|
|
$
|
5,047
|
|
|
$
|
—
|
|
|
$
|
—
|
|
U.S. treasury securities
|
36,942
|
|
|
36
|
|
|
—
|
|
|
36,978
|
|
|
—
|
|
|
36,978
|
|
|
—
|
|
|||||||
Subtotal
|
$
|
41,989
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
42,025
|
|
|
$
|
5,047
|
|
|
$
|
36,978
|
|
|
$
|
—
|
|
Total
|
$
|
60,678
|
|
|
$
|
36
|
|
|
$
|
—
|
|
|
$
|
60,714
|
|
|
$
|
21,661
|
|
|
$
|
36,978
|
|
|
$
|
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
|
|
|
$
|
—
|
|
|
December 31, 2019
|
|
December 31, 2018
|
||||||||||||||||||||
|
Par Value
|
|
Carrying Value
|
|
Fair Value
|
|
Par Value
|
|
Carrying Value
|
|
Fair Value
|
||||||||||||
2014 Notes
|
$
|
1,079
|
|
|
$
|
1,057
|
|
|
$
|
1,122
|
|
|
$
|
51,250
|
|
|
$
|
49,794
|
|
|
$
|
43,665
|
|
2018 Notes
|
—
|
|
|
—
|
|
|
—
|
|
|
149,999
|
|
|
122,264
|
|
|
171,843
|
|
||||||
2019 Notes
|
55,000
|
|
|
52,764
|
|
|
73,975
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
56,079
|
|
|
$
|
53,821
|
|
|
$
|
75,097
|
|
|
$
|
201,249
|
|
|
$
|
172,058
|
|
|
$
|
215,508
|
|
(in 000's)
|
|
Securities To Be Issued Upon Exercise Of Options
|
|
Securities To Be Issued Upon Release Of Restricted Stock and Performance Share Units
|
|
Number Of Remaining Securities Available For Future Issuance
|
|||
2009 Equity Incentive Plan
|
|
28
|
|
|
—
|
|
|
—
|
|
2011 Equity Incentive Plan
|
|
1,769
|
|
|
2,829
|
|
|
5,312
|
|
DVS Sciences Inc. 2010 Equity Incentive Plan
|
|
23
|
|
|
—
|
|
|
—
|
|
2017 Inducement Award Plan
|
|
207
|
|
|
332
|
|
|
—
|
|
2017 Employee Stock Purchase Plan
|
|
—
|
|
|
—
|
|
|
401
|
|
|
|
2,027
|
|
|
3,161
|
|
|
5,713
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Stock options:
|
|
|
|
|
|
|
||||||
Weighted average expected volatility
|
|
69.5
|
%
|
|
68.4
|
%
|
|
65.0
|
%
|
|||
Weighted average expected term
|
|
4.3 years
|
|
|
4.7 years
|
|
|
4.2 years
|
|
|||
Weighted average risk-free interest rate
|
|
1.9
|
%
|
|
2.7
|
%
|
|
1.7
|
%
|
|||
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average fair value per share
|
|
$
|
7.17
|
|
|
$
|
3.45
|
|
|
$
|
2.97
|
|
|
|
Number of Units (in 000's)
|
|
Weighted-Average
Grant Date Fair Value per Unit |
|||
Balance at December 31, 2016
|
|
1,065
|
|
|
$
|
15.31
|
|
RSU granted
|
|
916
|
|
|
$
|
5.73
|
|
RSU released
|
|
(445
|
)
|
|
$
|
15.57
|
|
RSU forfeited
|
|
(368
|
)
|
|
$
|
13.11
|
|
Balance at December 31, 2017
|
|
1,168
|
|
|
$
|
8.55
|
|
RSU granted
|
|
1,822
|
|
|
$
|
5.98
|
|
RSU released
|
|
(945
|
)
|
|
$
|
9.63
|
|
RSU forfeited
|
|
(233
|
)
|
|
$
|
8.50
|
|
Balance at December 31, 2018
|
|
1,812
|
|
|
$
|
7.09
|
|
RSU granted
|
|
1,808
|
|
|
$
|
8.08
|
|
RSU released
|
|
(730
|
)
|
|
$
|
8.06
|
|
RSU forfeited
|
|
(339
|
)
|
|
$
|
7.80
|
|
Balance at December 31, 2019
|
|
2,551
|
|
|
$
|
7.43
|
|
|
|
Number of
Options (000's) |
|
Weighted-Average
Exercise Price per Option |
|
Weighted-
Average Remaining Contractual Life (in Years) |
|
Aggregate
Intrinsic Value (1) in (000's) |
|||||
Balance at December 31, 2016
|
|
3,560
|
|
|
$
|
16.62
|
|
|
6.8
|
|
|
||
Options granted
|
|
1,364
|
|
|
$
|
5.61
|
|
|
|
|
|
||
Options exercised
|
|
(25
|
)
|
|
$
|
4.07
|
|
|
|
|
$
|
42
|
|
Option forfeited
|
|
(2,735
|
)
|
|
$
|
16.33
|
|
|
|
|
|
||
Balance at December 31, 2017
|
|
2,164
|
|
|
$
|
10.41
|
|
|
6.6
|
|
|
||
Options granted
|
|
758
|
|
|
$
|
6.05
|
|
|
|
|
|
||
Options exercised
|
|
(40
|
)
|
|
$
|
5.24
|
|
|
|
|
$
|
81
|
|
Option forfeited
|
|
(497
|
)
|
|
$
|
16.09
|
|
|
|
|
|
||
Balance at December 31, 2018
|
|
2,385
|
|
|
$
|
7.56
|
|
|
7.8
|
|
|
||
Options granted
|
|
50
|
|
|
$
|
13.08
|
|
|
|
|
|
||
Options exercised
|
|
(197
|
)
|
|
$
|
5.43
|
|
|
|
|
$
|
1,198
|
|
Option forfeited
|
|
(211
|
)
|
|
$
|
8.73
|
|
|
|
|
|
||
Balance at December 31, 2019
|
|
2,027
|
|
|
$
|
7.78
|
|
|
6.8
|
|
$
|
81
|
|
Vested at December 31, 2019
|
|
1,357
|
|
|
$
|
8.61
|
|
|
6.2
|
|
$
|
69
|
|
Unvested awards at December 31, 2019
|
|
670
|
|
|
$
|
6.08
|
|
|
8.0
|
|
$
|
12
|
|
(1)
|
Aggregate intrinsic value as of December 31, 2019 was calculated as the difference between the closing price per share of our common stock on the last trading day of 2019, which was $3.48, and the exercise price of the options, multiplied by the number of in-the-money options.
|
|
|
Number of Units (in 000's)
|
|
Weighted-Average
Grant Date Fair Value per Unit |
|||
Balance at December 31, 2017
|
|
—
|
|
|
$
|
—
|
|
PSU granted
|
|
167
|
|
|
$
|
10.09
|
|
PSU released
|
|
—
|
|
|
—
|
|
|
PSU forfeited
|
|
(12
|
)
|
|
$
|
10.09
|
|
Balance at December 31, 2018
|
|
155
|
|
|
$
|
10.09
|
|
PSU granted
|
|
401
|
|
|
$
|
16.90
|
|
PSU released
|
|
—
|
|
|
$
|
—
|
|
PSU forfeited
|
|
(9
|
)
|
|
$
|
10.09
|
|
Balance at December 31, 2019
|
|
547
|
|
|
$
|
15.09
|
|
|
|
Number of Units (in 000s)
|
|
Weighted-Average
Grant Date Fair Value per Unit |
|||
Balance at December 31, 2018
|
|
—
|
|
|
$
|
—
|
|
PSU granted
|
|
68
|
|
|
$
|
7.05
|
|
PSU released
|
|
(4
|
)
|
|
$
|
7.05
|
|
PSU forfeited
|
|
—
|
|
|
$
|
—
|
|
Balance at December 31, 2019
|
|
64
|
|
|
$
|
7.05
|
|
|
|
For the Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
2018 Retention Bonus Program
|
|
$
|
—
|
|
|
$
|
2,809
|
|
|
$
|
—
|
|
Options, Performance Share Units, and Restricted Stock Units
|
|
10,555
|
|
|
7,716
|
|
|
8,972
|
|
|||
Employee Stock Purchase Plan
|
|
838
|
|
|
498
|
|
|
120
|
|
|||
Total Share-based Compensation
|
|
$
|
11,393
|
|
|
$
|
11,023
|
|
|
$
|
9,092
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Domestic
|
|
$
|
(59,900
|
)
|
|
$
|
(47,600
|
)
|
|
$
|
(56,885
|
)
|
International
|
|
(6,805
|
)
|
|
(13,820
|
)
|
|
(6,914
|
)
|
|||
Loss before income taxes
|
|
$
|
(66,705
|
)
|
|
$
|
(61,420
|
)
|
|
$
|
(63,799
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2019
|
|
2018
|
|
2017
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
(27
|
)
|
|
$
|
—
|
|
State
|
|
(31
|
)
|
|
(19
|
)
|
|
(17
|
)
|
|||
Foreign
|
|
(568
|
)
|
|
(32
|
)
|
|
(501
|
)
|
|||
Total current tax (expense) benefit
|
|
(599
|
)
|
|
(78
|
)
|
|
(518
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
State
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Foreign
|
|
2,514
|
|
|
2,485
|
|
|
3,782
|
|
|||
Total deferred benefit
|
|
2,514
|
|
|
2,485
|
|
|
3,782
|
|
|||
Total benefit for income taxes
|
|
$
|
1,915
|
|
|
$
|
2,407
|
|
|
$
|
3,264
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2019
|
|
2018
|
|
2017
|
|||
Tax benefit at federal statutory rate
|
|
21.0
|
%
|
|
21.0
|
%
|
|
34.0
|
%
|
State tax expense, net of federal benefit
|
|
0.9
|
|
|
2.3
|
|
|
5.5
|
|
Foreign tax benefit (expense)
|
|
(0.1
|
)
|
|
(1.1
|
)
|
|
0.4
|
|
Change in valuation allowance
|
|
(6.0
|
)
|
|
(19.2
|
)
|
|
39.2
|
|
Federal research and development credit
|
|
0.7
|
|
|
1.5
|
|
|
1.9
|
|
Unrecognized tax benefit
|
|
(0.1
|
)
|
|
(0.2
|
)
|
|
(0.6
|
)
|
Impact of the 2017 Tax Cuts and Jobs Act
|
|
—
|
|
|
—
|
|
|
(74.6
|
)
|
Non-deductible interest/premium
|
|
(7.9
|
)
|
|
—
|
|
|
—
|
|
Global Intangible Low-Tax Income (GILTI)
|
|
(5.6
|
)
|
|
—
|
|
|
—
|
|
Other, net
|
|
—
|
|
|
(0.4
|
)
|
|
(0.7
|
)
|
Effective tax rate
|
|
2.9
|
%
|
|
3.9
|
%
|
|
5.1
|
%
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
105,702
|
|
|
$
|
98,920
|
|
Reserves and accruals
|
|
3,597
|
|
|
7,167
|
|
||
Depreciation and amortization
|
|
3,715
|
|
|
4,262
|
|
||
Tax credit carryforwards
|
|
17,267
|
|
|
16,675
|
|
||
Stock-based compensation
|
|
2,501
|
|
|
1,899
|
|
||
Total gross deferred tax assets
|
|
132,782
|
|
|
128,923
|
|
||
Valuation allowance on deferred tax assets
|
|
(130,084
|
)
|
|
(126,109
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
2,698
|
|
|
2,814
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed assets and intangibles
|
|
(13,899
|
)
|
|
(16,528
|
)
|
||
Total deferred tax liabilities
|
|
(13,899
|
)
|
|
(16,528
|
)
|
||
Net deferred tax liability
|
|
$
|
(11,201
|
)
|
|
$
|
(13,714
|
)
|
|
Valuation Allowance
|
||
December 31, 2016
|
$
|
146,285
|
|
Charges to earnings
|
830
|
|
|
Charges to other accounts
|
(27,887
|
)
|
|
December 31, 2017
|
119,228
|
|
|
Charges to earnings
|
—
|
|
|
Charges to other accounts
|
6,880
|
|
|
December 31, 2018
|
126,108
|
|
|
Charges to earnings
|
—
|
|
|
Charges to other accounts
|
3,976
|
|
|
December 31, 2019
|
$
|
130,084
|
|
December 31, 2016
|
$
|
9,333
|
|
Increases in balances related to tax positions taken during current period
|
61
|
|
|
Decreases in balances related to tax positions taken during prior period
|
(2,077
|
)
|
|
December 31, 2017
|
7,317
|
|
|
Increases in balances related to tax positions taken during current period
|
255
|
|
|
Decreases in balances related to tax positions taken during prior period
|
(228
|
)
|
|
December 31, 2018
|
7,344
|
|
|
Increases in balances related to tax positions during a prior period
|
155
|
|
|
Increases in balances related to tax positions taken during current period
|
354
|
|
|
Decreases in balances related to tax positions taken during prior period
|
(20
|
)
|
|
December 31, 2019
|
$
|
7,833
|
|
|
|
December 31,
|
||||||
|
|
2019
|
|
2018
|
||||
United States
|
|
$
|
422
|
|
|
$
|
1,881
|
|
Singapore
|
|
2,489
|
|
|
3,748
|
|
||
Canada
|
|
4,942
|
|
|
3,104
|
|
||
EMEA
|
|
169
|
|
|
66
|
|
||
Asia-Pacific
|
|
34
|
|
|
26
|
|
||
Total
|
|
$
|
8,056
|
|
|
$
|
8,825
|
|
2019
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
|
$
|
30,111
|
|
|
$
|
28,196
|
|
|
$
|
26,496
|
|
|
$
|
32,440
|
|
Net loss
|
|
$
|
(25,465
|
)
|
|
$
|
(13,753
|
)
|
|
$
|
(12,887
|
)
|
|
$
|
(12,685
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.44
|
)
|
|
$
|
(0.20
|
)
|
|
$
|
(0.19
|
)
|
|
$
|
(0.18
|
)
|
|
|
|
|
|
|
|
|
|
||||||||
2018
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
|
$
|
25,248
|
|
|
$
|
26,428
|
|
|
$
|
28,963
|
|
|
$
|
32,325
|
|
Net loss
|
|
$
|
(13,247
|
)
|
|
$
|
(16,241
|
)
|
|
$
|
(14,750
|
)
|
|
$
|
(14,775
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.34
|
)
|
|
$
|
(0.42
|
)
|
|
$
|
(0.38
|
)
|
|
$
|
(0.36
|
)
|
|
|
In thousands
|
||||||||||||||
|
|
Balance at
Beginning of
Period
|
|
Additions/
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
126
|
|
|
$
|
179
|
|
|
$
|
(299
|
)
|
|
$
|
6
|
|
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
391
|
|
|
$
|
162
|
|
|
$
|
(427
|
)
|
|
$
|
126
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
502
|
|
|
$
|
24
|
|
|
$
|
(135
|
)
|
|
$
|
391
|
|
|
|
In thousands
|
||||||||||||||
|
|
Balance at
Beginning of
Period
|
|
Additions/
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2019
|
|
|
|
|
|
|
|
|
||||||||
Warranty allowance
|
|
$
|
863
|
|
|
$
|
1,386
|
|
|
$
|
(859
|
)
|
|
$
|
1,390
|
|
Year ended December 31, 2018
|
|
|
|
|
|
|
|
|
||||||||
Warranty allowance
|
|
$
|
699
|
|
|
$
|
1,573
|
|
|
$
|
(1,409
|
)
|
|
$
|
863
|
|
Year ended December 31, 2017
|
|
|
|
|
|
|
|
|
||||||||
Warranty allowance
|
|
$
|
1,023
|
|
|
$
|
695
|
|
|
$
|
(1,019
|
)
|
|
$
|
699
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
2.1
|
|
|
8-K
|
|
2.1
|
|
1/29/2014
|
|
3.1
|
|
|
10-K
|
|
3.1
|
|
3/28/2011
|
|
3.2
|
|
|
10-K
|
|
3.2
|
|
3/28/2011
|
|
3.3
|
|
|
8-K
|
|
3.1
|
|
11/22/2016
|
|
3.4
|
|
|
8-K
|
|
3.1
|
|
8/2/2017
|
|
4.1
|
|
|
S-8
|
|
4.1
|
|
8/3/2017
|
|
4.2
|
|
|
8-K
|
|
4.1
|
|
2/4/2014
|
|
4.3
|
|
|
8-K
|
|
4.2
|
|
2/4/2014
|
|
4.4
|
|
|
8-K
|
|
4.3
|
|
2/4/2014
|
|
4.5
|
|
|
Filed herewith
|
|
|
|
|
|
4.6
|
|
|
8-K
|
|
4.1
|
|
11/22/2019
|
|
4.7
|
|
|
8-K
|
|
4.2
|
|
11/22/2019
|
|
10.1
|
|
|
S-1/A
|
|
10.1
|
|
1/28/2011
|
|
10.2
|
|
|
10-Q
|
|
10.1
|
|
5/7/2019
|
|
10.2A
|
|
|
10-Q
|
|
10.2
|
|
5/7/2019
|
|
10.3#
|
|
|
S-1
|
|
10.3
|
|
12/3/2010
|
|
10.3A#
|
|
|
S-1
|
|
10.3A
|
|
12/3/2010
|
|
10.4#
|
|
|
8-K
|
|
10.1
|
|
6/5/2019
|
|
10.4A#
|
|
|
S-1/A
|
|
10.4A
|
|
1/28/2011
|
|
10.4B#
|
|
|
8-K
|
|
10.2
|
|
8/2/2017
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.4C#
|
|
|
SC TO-I
|
|
(d)(2)
|
|
8/23/2017
|
|
10.4D
|
|
|
SC TO-I
|
|
(d)(3)
|
|
8/23/2017
|
|
10.4E
|
|
|
SC TO-I
|
|
(d)(4)
|
|
8/23/2017
|
|
10.4F
|
|
|
SC TO-I
|
|
(d)(5)
|
|
8/23/2017
|
|
10.4G#
|
|
|
SC TO-I
|
|
(d)(6)
|
|
8/23/2017
|
|
10.4H#
|
|
|
SC TO-I
|
|
(d)(7)
|
|
8/23/2017
|
|
10.5#
|
|
|
8-K
|
|
10.1
|
|
1/11/2017
|
|
10.6#
|
|
|
8-K
|
|
10.1
|
|
8/2/2017
|
|
10.7#
|
|
|
10-K
|
|
10.25
|
|
3/28/2011
|
|
10.8†
|
|
|
S-1
|
|
10.5
|
|
12/3/2010
|
|
10.8A†
|
|
|
S-1
|
|
10.5A
|
|
12/3/2010
|
|
10.9†
|
|
|
S-1
|
|
10.6
|
|
12/3/2010
|
|
10.9A†
|
|
|
S-1
|
|
10.6A
|
|
12/3/2010
|
|
10.10†
|
|
|
S-1
|
|
10.7
|
|
12/3/2010
|
|
10.11†
|
|
|
S-1
|
|
10.8
|
|
12/3/2010
|
|
10.12†
|
|
|
S-1
|
|
10.9
|
|
12/3/2010
|
|
10.13
|
|
|
|
8-K
|
|
10.1
|
|
8/2/2018
|
10.13A
|
|
|
Filed herewith
|
|
|
|
|
|
10.13B
|
|
|
8-K
|
|
10.2
|
|
11/22/2019
|
|
10.14
|
|
|
8-K
|
|
10.1
|
|
11/22/2019
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.15#
|
|
|
8-K
|
|
10.14
|
|
12/11/2012
|
|
10.16#
|
|
|
8-K
|
|
10.1
|
|
8/23/2017
|
|
10.17#
|
|
|
10-Q
|
|
10.5
|
|
11/7/2017
|
|
10.18#
|
|
|
10-Q
|
|
10.1
|
|
5/8/2018
|
|
10.19#
|
|
|
10-Q
|
|
10.2
|
|
11/9/2016
|
|
10.20#
|
|
|
S-1
|
|
10.17
|
|
12/3/2010
|
|
10.21#
|
|
|
10-K
|
|
10.18
|
|
3/18/2019
|
|
10.22
|
|
|
S-1/A
|
|
10.19
|
|
1/7/2011
|
|
10.22A
|
|
|
10-Q
|
|
10.19A
|
|
5/9/2013
|
|
10.22B
|
|
|
10-Q
|
|
10.3
|
|
8/4/2014
|
|
10.22C
|
|
|
10-Q
|
|
10.2
|
|
11/6/2014
|
|
10.22D
|
|
|
8-K
|
|
10.1
|
|
12/14/2015
|
|
10.22E
|
|
|
10-Q
|
|
10.1
|
|
5/9/2017
|
|
10.22F
|
|
|
8-K
|
|
10.1
|
|
8/3/2017
|
|
10.22G
|
|
|
10-Q
|
|
10.2
|
|
8/8/2018
|
|
10.22H
|
|
|
10-Q
|
|
10.1
|
|
11/8/2019
|
|
10.23
|
|
|
S-1
|
|
10.20
|
|
12/3/2010
|
|
10.24
|
|
|
10-K
|
|
10.21
|
|
3/12/2014
|
|
10.25
|
|
|
10-Q
|
|
10.1
|
|
8/10/2015
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.26†
|
|
|
10-Q
|
|
10.1
|
|
11/9/2015
|
|
10.27†
|
|
|
10-Q/A
|
|
10.3
|
|
9/15/2014
|
|
10.28†
|
|
|
10-Q/A
|
|
10.4
|
|
9/15/2014
|
|
21.1
|
|
|
10-K
|
|
21.1
|
|
3/3/2017
|
|
23.1
|
|
|
Filed herewith
|
|
|
|
|
|
24.1
|
|
|
Filed herewith
|
|
|
|
|
|
31.1
|
|
|
Filed herewith
|
|
|
|
|
|
31.2
|
|
|
Filed herewith
|
|
|
|
|
|
32.1~
|
|
|
Filed herewith
|
|
|
|
|
|
32.2~
|
|
|
Filed 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.DEF
|
|
XBRL Taxonomy Extension Definition Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.LAB
|
|
XBRL Taxonomy Extension Label Document
|
|
Filed herewith
|
|
|
|
|
101.PRE
|
|
XBRL Taxonomy Extension Presentation Document
|
|
Filed herewith
|
|
|
|
|
|
FLUIDIGM CORPORATION
|
||||
|
|
|
|||
Dated: February 27, 2020
|
By:
|
|
/s/ Stephen Christopher Linthwaite
|
||
|
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
|
|
President and Chief Executive Officer
|
Signature
|
|
Title
|
|
Date
|
|
|
|
||
/s/ Stephen Christopher Linthwaite
|
|
President and Chief Executive Officer (Principal Executive Officer); Director
|
|
February 27, 2020
|
Stephen Christopher Linthwaite
|
|
|
|
|
/s/ Vikram Jog
|
|
Chief Financial Officer (Principal Financial and Accounting Officer)
|
|
February 27, 2020
|
Vikram Jog
|
|
|
||
/s/ Samuel D. Colella
|
|
Chairman of the Board of Directors
|
|
February 27, 2020
|
Samuel D. Colella
|
|
|
||
/s/ Nicolas M. Barthelemy
|
|
Director
|
|
February 27, 2020
|
Nicolas M. Barthelemy
|
|
|
||
/s/ Gerhard F. Burbach
|
|
Director
|
|
February 27, 2020
|
Gerhard F. Burbach
|
|
|
||
/s/ Laura M. Clague
|
|
Director
|
|
February 27, 2020
|
Laura M. Clague
|
|
|
||
/s/ Bill W. Colston
|
|
Director
|
|
February 27, 2020
|
Bill W. Colston
|
|
|
|
|
/s/ Patrick S. Jones
|
|
Director
|
|
February 27, 2020
|
Patrick S. Jones
|
|
|
||
/s/ Carlos V. Paya
|
|
Director
|
|
February 27, 2020
|
Carlos V. Paya
|
|
|
|
|
•
|
diluting the voting power of the holders of Common Stock;
|
•
|
reducing the likelihood that holders of Common Stock will receive dividend payments;
|
•
|
reducing the likelihood that holders of Common Stock will receive payments in the event of our liquidation, dissolution, or winding up; and
|
•
|
delaying, deterring or preventing a change-in-control or other corporate takeover.
|
•
|
the removal of a director requires the vote of a majority of the voting power of our issued and outstanding capital stock entitled to vote in the election of directors; and
|
•
|
the amendment of provisions of our Certificate of Incorporation relating to blank check preferred stock, the classification of our directors, the removal of directors, the filling of vacancies on our Board of Directors, cumulative voting, annual and special meetings of our stockholders and require the vote of 66 2/3% of our then outstanding voting securities.
|
•
|
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;
|
•
|
provide that 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;
|
•
|
establish that our Board of Directors is divided into three classes, Class I, Class II, and Class III, with each class serving staggered terms;
|
•
|
specify that no stockholder is permitted to cumulate votes at any election of the Board of Directors; and
|
•
|
require a super majority of votes to amend certain of the above-mentioned provisions.
|
•
|
prior to the date of the transaction, the Board of Directors of the corporation approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;
|
•
|
upon completion of the transaction that resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, but not for determining the outstanding voting stock owned by the interested stockholder, (i) shares owned by persons who are directors and also officers, and (ii) shares owned by employee stock plans in which employee participants do not have the right to determine confidentially whether shares held subject to the plan will be tendered in a tender or exchange offer; or
|
•
|
at or subsequent to the date of the transaction, the business combination is approved by the Board of Directors of the corporation and authorized at an annual or special meeting of stockholders, and not by written consent, by the affirmative vote of at least 66 2/3% of the outstanding voting stock which is not owned by the interested stockholder.
|
3.
|
Amendments to Loan Agreement.
|
10.
|
Miscellaneous.
|
1.
|
I have reviewed this annual report on Form 10-K 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:
|
Date: February 27, 2020
|
|
|
By:
|
/s/ Stephen Christopher Linthwaite
|
|
|
|
|
Stephen Christopher Linthwaite
|
|
|
|
|
President and Chief Executive Officer
|
1.
|
I have reviewed this annual report on Form 10-K 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
|
5.
|
The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
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.
|
Date: February 27, 2020
|
|
|
By:
|
/s/ Vikram Jog
|
|
|
|
|
Vikram Jog
|
|
|
|
|
Chief Financial Officer
|
Date: February 27, 2020
|
By:
|
/s/ Stephen Christopher Linthwaite
|
|
|
Stephen Christopher Linthwaite
|
|
|
President and Chief Executive Officer
|
|
|
|
Date: February 27, 2020
|
By:
|
/s/ Vikram Jog
|
|
|
Vikram Jog
|
|
|
Chief Financial Officer
|
|
|
|