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Delaware
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77-0513190
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
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Title of each class
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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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The NASDAQ Global Select Market
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Preferred Share Purchase Rights
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Large accelerated filer
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¨
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Accelerated filer
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x
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Non-accelerated filer
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¨
(Do not check if a smaller reporting company)
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Smaller reporting company
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¨
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Page
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PART I
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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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Product
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Product Description
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Applications
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High Throughput Genomics
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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®, Ion Torrent®, and other suppliers.
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Library preparation for targeted DNA sequencing on NGS systems.
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Product
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Product Description
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Applications
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Juno System
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An integrated system that automates the preparation of amplicon-based libraries for targeted DNA next-generation sequencing, as well as the preparation of samples for genomic analysis.
Microfluidic processing automates parallel PCR-based target enrichment, barcoding, and tagging of libraries for each sample within the processing run. Multiplexing chemistry facilitates parallel amplification of up to 5000 targets from each of 48 samples, or up to 2500 targets from each of 192.
Additionally, Juno automates workflows for PCR-based gene expression and genotyping by assembling and controlling reactions at the nanoliter scale, and enabling preamplification within the IFC for the genotyping of challenging and low-concentration DNA samples.
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Library preparation for targeted DNA sequencing on NGS systems.
End-Point PCR, SNP Genotyping and Gene Expression
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Callisto System
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Integrated system with environmental control and IFC that enables long term automated cell culture and combinatorial dosing on a single device.
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Stem Cell Reprogramming and Differentiation
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Analytical Instruments:
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Biomark HD System
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Real-time PCR analytical instrument for high-throughput gene expression analysis, single-cell targeted gene expression analysis, microRNA analysis, SNP genotyping, and digital PCR.
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SNP Genotyping, 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 that performs high-throughput SNP genotyping and end-point digital PCR.
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SNP Genotyping and Digital PCR
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Integrated Fluidic Circuits (IFCs):
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Access Array IFC
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IFC that facilitates parallel amplification, barcoding, and tagging of 48 unique samples and designed to enable recovery of reaction products from the IFC for sequencing.
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Library preparation for targeted DNA next-generation sequencing
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Juno Genotyping IFC
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IFC that incorporate preamplification for genotyping of challenging and low-concentration DNA samples. Supports genotyping of up to 96 samples and 96 samples on a single run.
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Dynamic Array IFCs
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IFCs based on matrix architecture, allowing users to (i) individually assay up to 48 samples against up to 48 assays, (ii) individually assay up to 96 samples against up to 96 assays, or (iii) 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
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Digital Array IFCs
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IFCs based on partitioning architecture, allowing users to divide samples into up to 770 chambers in each of up to 48 panels for up to 36,960 reactions per IFC.
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Digital PCR, Copy Number Variation and
Variant Detection
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Product
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Product Description
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Applications
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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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Callisto IFC
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IFC that enables combinatorial dosing and culture of live cells. It enables simultaneous incubation of 32 independent cell chambers containing 100-1000 cells per chamber. Each chamber can be dosed with up to 16 variables including transcription factors, RNA, viruses, bacteria or small molecules.
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Cell reprogramming and differentiation
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Assays and Reagents:
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Delta Gene and SNP Type Assays
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Custom designed assays for specific nucleic acid regions of interest, providing optimized assays, content, and services to users of Biomark and EP1 systems at lower cost as compared to other commercially available chemistries.
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Gene Expression, Single-Cell Targeted Gene Expression, and SNP Genotyping
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Access Array Target-Specific Primers and Targeted Sequencing Prep Primers
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Custom designed amplicon-library preparation assays for use with Access Array IFCs on the Access Array or Juno systems.
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Targeted Sequencing with
Next-Generation DNA
Sequencing
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Targeted DNA Seq Library Assays
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Custom designed amplicon-library preparation assays for use with LP IFCs on the Access Array or Juno systems.
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Single Cell Genomics
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Preparatory Instrument:
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C1 Single-Cell System
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Sample preparation system that rapidly and reliably isolates and processes individual cells for genomic analysis.
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Single-Cell Targeted Gene Expression, Single-Cell microRNA Analysis, Single-Cell mRNA Sequencing, Single-Cell Targeted DNA Sequencing, Single-Cell Whole Exome Sequencing, and Single-Cell Whole Genome DNA Sequencing, Single-Cell Epigenetics.
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Preparatory Analytical Instruments:
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Polaris System
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System and IFC that incorporate cell selection, isolation, imaging, dosing, culture, and processing of single cells for downstream molecular biology preparation into a single workflow.
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Functional Genomics Using Single-Cell mRNA Sequencing
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Product
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Product Description
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Applications
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C1 IFCs
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IFCs that capture up to 800 cells between 5-25 microns in diameter and then automatically process the cells for a variety of genomic analysis using thermal and pneumatic controls at nanoliter scale. Includes Open App IFC that allows users to design their own custom assays on up to 96 captured single cells.
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Single-Cell Targeted Gene Expression, Single-Cell microRNA Analysis, Single-Cell mRNA Sequencing, Single-Cell Targeted DNA Sequencing, Single-Cell Whole Exome DNA Sequencing, and Single-Cell Whole Genome DNA Sequencing. Additional customer and 3
rd
-party developed applications available through Fluidigm Script Hub
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Polaris IFC
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IFC that selects, captures and cultures up to 48 single-cells for 24 hours or less. It integrates media exchange, dosing and time course studies followed by cell lysis, reverse transcriptons and library preparation for single cell mRNA sequencing.
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Functional Genomics of Single Cells
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Mass Cytometry
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Analytical Systems:
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Helios/CyTOF 2 System
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Mass cytometry instrument that performs high-parameter single-cell protein analysis by analyzing cells labeled with a panel of reagents conjugated to stable metal isotopes.
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Single-Cell Protein Analysis
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Assays and Reagents:
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Maxpar Reagents
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Pre-conjugated metal-labeled antibodies for functional and phenotypic profiling of single cells, application specific panel kits, and reagents for custom antibody labeling and nucleic acid staining.
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Single-Cell Protein Analysis
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Product
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Product Description
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Applications
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Imaging Mass Cytometer (IMC) instrument and reagents
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New platform instrument that enables simultaneous measurements of more than 35 proteins in complex tissue samples, including formalin-fixed paraffin-embedded tissues, deposited on a microscope slide, with spatial resolution provided by analysis of individual one micrometer pixels. The platform consists of a laser ablation module, capable of generating non-overlapping single shot ablation plumes at a frequency of 100 Hz and higher, and Helios system. The laser ablation module is compatible with existing Helios system installations.
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Research into system biology of solid tumors, such as breast cancer, pancreatic cancer, lung cancer
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Laser Ablation Module
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When connected to a Helios system, provides a solution for the growing need to conduct high-parameter imaging to complement existing single-cell genomics and proteomics techniques by providing spatial context.
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Spatial analysis of complex tissue samples and smeared cells on slides.
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Genotyping involves the analysis of DNA variations across individual genomes. There are multiple forms of variants, including single nucleotide polymorphism, or 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, or 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 does not alone 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 diagnostics, to diagnose and 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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Offer innovative, differentiated products to researchers based on our microfluidic and mass cytometry technologies.
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Expand addressable markets through attention to assay content, workflow efficiency, software improvements, and desirable strategic partnerships
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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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Name
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Age
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Position
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Stephen Christopher Linthwaite
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45
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President, Chief Executive Officer, and Director
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Vikram Jog
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60
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Chief Financial Officer
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Steven C. McPhail
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62
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Chief Commercial Officer
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Nicholas Khadder
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43
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Senior Vice President, General Counsel, Chief Compliance Officer and Secretary
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Mai Chan (Grace) Yow
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58
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Executive Vice President, Worldwide Manufacturing and Managing Director of Fluidigm Singapore Pte. Ltd.
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Jennifer Lee
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53
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Vice President, Controller, and Principal Accounting Officer
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•
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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 Ag-Bio 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 Ag-Bio 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 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 anti-bribery laws, such as the U.S. Foreign Corrupt Practices Act and U.K. Bribery Act, data privacy requirements, labor laws, and anti-competition regulations;
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export or import 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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unstable economic, political, and regulatory conditions;
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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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Specialized pneumatic and electronic components for our C1, Callisto, Juno, and Polaris systems are available from a limited number of sources.
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The electron multiplier detector included in the Helios/CyTOF 2 systems and certain metal isotopes used with the Helios/CyTOF 2 systems are purchased from sole source suppliers.
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The movement stage included in the Imaging Mass Cytometer is purchased from a sole source supplier.
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The nickel sampler cone used with the Helios/CyTOF 2 systems is purchased from single source suppliers and is available from a limited number of sources.
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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;
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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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our suppliers or service providers may make errors in manufacturing or assembly of components that could negatively affect the efficacy of our products or cause delays in shipment of our products; and
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our suppliers or service providers may encounter capacity constraints or financial hardships unrelated to our demand for components or services, which could inhibit their ability to fulfill our orders and meet our requirements.
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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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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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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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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, Ag-Bio, and CRO sectors;
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failure to complete significant sales;
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manufacturing disruptions that could occur if we were 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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senior in right of payment to any of our indebtedness that is expressly subordinated in right of payment to the notes;
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equal in right of payment to all of our liabilities that are not so subordinated;
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effectively junior in right of payment to any of our secured indebtedness to the extent of the value of the assets securing such indebtedness; and
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structurally junior to all indebtedness and other liabilities (including trade payables) of our subsidiaries.
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require us to maintain any financial ratios or specific levels of net worth, revenues, income, cash flows, or liquidity and, accordingly, does not protect holders of the notes in the event that we experience adverse changes in our financial condition or results of operations;
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limit our subsidiaries’ ability to guarantee or incur indebtedness that would rank structurally senior to the notes;
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limit our ability to incur additional indebtedness, including secured indebtedness;
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restrict our subsidiaries’ ability to issue securities that would be senior to our equity interests in our subsidiaries and therefore would be structurally senior to the notes;
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restrict our ability to repurchase our securities;
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restrict our ability to pledge our assets or those of our subsidiaries; or
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restrict our ability to make investments or pay dividends or make other payments in respect of our common stock or our other indebtedness.
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Year ended December 31, 2016
|
|
High
|
|
Low
|
First Quarter
|
|
$10.12
|
|
$5.47
|
Second Quarter
|
|
$10.91
|
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$8.20
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Third Quarter
|
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$10.72
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$7.88
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Fourth Quarter
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$8.12
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$4.34
|
Year ended December 31, 2015
|
|
High
|
|
Low
|
First Quarter
|
|
$45.54
|
|
$33.27
|
Second Quarter
|
|
$44.47
|
|
$23.39
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Third Quarter
|
|
$23.60
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|
$8.11
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Fourth Quarter
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|
$11.95
|
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$7.38
|
|
|
Year Ended December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Consolidated Statement of Operations Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total revenue
|
|
$
|
104,446
|
|
|
$
|
114,712
|
|
|
$
|
116,456
|
|
|
$
|
71,183
|
|
|
$
|
52,334
|
|
Loss from operations
|
|
(73,190
|
)
|
|
(50,155
|
)
|
|
(51,836
|
)
|
|
(18,653
|
)
|
|
(18,071
|
)
|
|||||
Net loss
|
|
(75,985
|
)
|
|
(53,315
|
)
|
|
(52,830
|
)
|
|
(16,526
|
)
|
|
(19,024
|
)
|
|||||
Net loss per share, basic and diluted
|
|
(2.62
|
)
|
|
(1.86
|
)
|
|
(1.90
|
)
|
|
(0.65
|
)
|
|
(0.86
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
||||||||||
|
|
December 31,
|
||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|
2012
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Consolidated Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash, cash equivalents, and short and long-term investments
|
|
$
|
59,430
|
|
|
$
|
101,465
|
|
|
$
|
142,800
|
|
|
$
|
86,286
|
|
|
$
|
83,677
|
|
Working capital (1)
|
|
76,334
|
|
|
123,433
|
|
|
133,440
|
|
|
89,354
|
|
|
91,500
|
|
|||||
Total assets (2)
|
|
306,395
|
|
|
370,050
|
|
|
406,506
|
|
|
116,915
|
|
|
113,732
|
|
|||||
Total long-term debt (2)
|
|
194,951
|
|
|
194,673
|
|
|
194,402
|
|
|
—
|
|
|
—
|
|
|||||
Total stockholders’ equity
|
|
53,233
|
|
|
114,901
|
|
|
150,419
|
|
|
96,414
|
|
|
100,657
|
|
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|||||||||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total revenue
|
|
$
|
104,446
|
|
|
100
|
%
|
|
$
|
114,712
|
|
|
100
|
%
|
|
$
|
116,456
|
|
|
100
|
%
|
Costs and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Cost of product revenue
|
|
41,110
|
|
|
39
|
|
|
43,001
|
|
|
37
|
|
|
39,511
|
|
|
34
|
|
|||
Cost of service revenue
|
|
4,899
|
|
|
5
|
|
|
3,629
|
|
|
3
|
|
|
3,338
|
|
|
3
|
|
|||
Research and development
|
|
38,415
|
|
|
37
|
|
|
39,264
|
|
|
34
|
|
|
43,423
|
|
|
37
|
|
|||
Selling, general and administrative
|
|
93,212
|
|
|
89
|
|
|
82,959
|
|
|
72
|
|
|
71,324
|
|
|
62
|
|
|||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,696
|
|
|
9
|
|
|||
Gain on escrow settlement
|
|
—
|
|
|
—
|
|
|
(3,986
|
)
|
|
(3
|
)
|
|
—
|
|
|
—
|
|
|||
Total costs and expenses
|
|
177,636
|
|
|
170
|
|
|
164,867
|
|
|
143
|
|
|
168,292
|
|
|
145
|
|
|||
Loss from operations
|
|
(73,190
|
)
|
|
(70
|
)
|
|
(50,155
|
)
|
|
(44
|
)
|
|
(51,836
|
)
|
|
(45
|
)
|
|||
Interest expense
|
|
(5,820
|
)
|
|
(6
|
)
|
|
(5,808
|
)
|
|
(4
|
)
|
|
(5,344
|
)
|
|
(4
|
)
|
|||
Gain from sale of investment in Verinata
|
|
—
|
|
|
—
|
|
|
2,330
|
|
|
2
|
|
|
332
|
|
|
1
|
|
|||
Other expense, net
|
|
(1,167
|
)
|
|
(1
|
)
|
|
(1,157
|
)
|
|
(1
|
)
|
|
(857
|
)
|
|
(1
|
)
|
|||
Loss before income taxes
|
|
(80,177
|
)
|
|
(77
|
)
|
|
(54,790
|
)
|
|
(47
|
)
|
|
(57,705
|
)
|
|
(49
|
)
|
|||
Benefit from income taxes
|
|
4,192
|
|
|
4
|
|
|
1,475
|
|
|
1
|
|
|
4,875
|
|
|
4
|
|
|||
Net loss
|
|
$
|
(75,985
|
)
|
|
(73
|
)%
|
|
$
|
(53,315
|
)
|
|
(46
|
)%
|
|
$
|
(52,830
|
)
|
|
(45
|
)%
|
|
|
Year Ended December 31,
|
|
Change
|
||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
||||||||
Revenue:
|
|
|
|
|
|
|
|
|
|
|
||||||||
Instruments
|
|
$
|
46,834
|
|
|
$
|
58,455
|
|
|
$
|
60,233
|
|
|
(20
|
)%
|
|
(3
|
)%
|
Consumables
|
|
42,169
|
|
|
43,685
|
|
|
46,838
|
|
|
(3
|
)%
|
|
(7
|
)%
|
|||
Product revenue
|
|
89,003
|
|
|
102,140
|
|
|
107,071
|
|
|
(13
|
)%
|
|
(5
|
)%
|
|||
Service revenue
|
|
15,205
|
|
|
12,315
|
|
|
8,844
|
|
|
23
|
%
|
|
40
|
%
|
|||
License revenue
|
|
238
|
|
|
257
|
|
|
323
|
|
|
(7
|
)%
|
|
(20
|
)%
|
|||
Grant revenue
|
|
—
|
|
|
—
|
|
|
218
|
|
|
—
|
%
|
|
(100
|
)%
|
|||
Total revenue
|
|
$
|
104,446
|
|
|
$
|
114,712
|
|
|
$
|
116,456
|
|
|
(9
|
)%
|
|
(1
|
)%
|
|
|
Year Ended December 31,
|
|
Change
|
|||||||||||||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
2016
|
|
2015
|
|||||||||||||||||
United States
|
|
|
$52,637
|
|
|
51
|
%
|
|
|
$55,404
|
|
|
48
|
%
|
|
|
$59,674
|
|
|
51
|
%
|
|
(5
|
)%
|
|
(7
|
)%
|
Europe
|
|
29,739
|
|
|
28
|
%
|
|
36,772
|
|
|
32
|
%
|
|
33,045
|
|
|
29
|
%
|
|
(19
|
)%
|
|
11
|
%
|
|||
Asia-Pacific
|
|
18,478
|
|
|
18
|
%
|
|
16,967
|
|
|
15
|
%
|
|
19,810
|
|
|
17
|
%
|
|
9
|
%
|
|
(14
|
)%
|
|||
Other
|
|
3,592
|
|
|
3
|
%
|
|
5,569
|
|
|
5
|
%
|
|
3,927
|
|
|
3
|
%
|
|
(36
|
)%
|
|
42
|
%
|
|||
Total revenue
|
|
|
$104,446
|
|
|
100
|
%
|
|
|
$114,712
|
|
|
100
|
%
|
|
|
$116,456
|
|
|
100
|
%
|
|
(9
|
)%
|
|
(1
|
)%
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cost of product revenue
|
|
$
|
41,110
|
|
|
$
|
43,001
|
|
|
$
|
39,511
|
|
Product margin
|
|
54
|
%
|
|
58
|
%
|
|
63
|
%
|
|||
Cost of service revenue
|
|
4,899
|
|
|
3,629
|
|
|
3,338
|
|
|||
Service margin
|
|
68
|
%
|
|
71
|
%
|
|
62
|
%
|
|
|
Year Ended December 31,
|
|
2016 vs. 2015 change
|
|
2015 vs. 2014 change
|
||||||||||||
|
|
2016
|
|
2015
|
|
2014
|
|
|
||||||||||
Research and development
|
|
$
|
38,415
|
|
|
$
|
39,264
|
|
|
$
|
43,423
|
|
|
(2
|
)%
|
|
(10
|
)%
|
Selling, general and administrative
|
|
93,212
|
|
|
82,959
|
|
|
71,324
|
|
|
12
|
%
|
|
16
|
%
|
|||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
10,696
|
|
|
100
|
%
|
|
—
|
%
|
|||
Gain on escrow settlement
|
|
—
|
|
|
(3,986
|
)
|
|
—
|
|
|
—
|
%
|
|
100
|
%
|
|||
Total operating expenses
|
|
$
|
131,627
|
|
|
$
|
118,237
|
|
|
$
|
125,443
|
|
|
|
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Interest expense
|
|
$
|
(5,820
|
)
|
|
$
|
(5,808
|
)
|
|
$
|
(5,344
|
)
|
Gain from sale of investment in Verinata
|
|
—
|
|
|
2,330
|
|
|
332
|
|
|||
Other income (expense), net
|
|
(1,167
|
)
|
|
(1,157
|
)
|
|
(857
|
)
|
|||
Total
|
|
$
|
(6,987
|
)
|
|
$
|
(4,635
|
)
|
|
$
|
(5,869
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flow summary:
|
|
|
|
|
|
|
||||||
Net cash used in operating activities
|
|
$
|
(39,098
|
)
|
|
$
|
(34,696
|
)
|
|
$
|
(22,623
|
)
|
Net cash provided by (used in) investing activities
|
|
45,102
|
|
|
25,744
|
|
|
(178,385
|
)
|
|||
Net cash provided by financing activities
|
|
76
|
|
|
5,303
|
|
|
200,326
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
5,928
|
|
|
(4,596
|
)
|
|
(1,548
|
)
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
Total
|
|
Less than 1
Year
|
|
1-3 Years
|
|
3-5 Years
|
|
Thereafter
|
||||||||||
Long term debt obligations
|
|
$
|
295,796
|
|
|
$
|
5,534
|
|
|
$
|
11,069
|
|
|
$
|
11,069
|
|
|
$
|
268,124
|
|
Operating lease obligations
|
|
20,033
|
|
|
4,285
|
|
|
9,214
|
|
|
3,929
|
|
|
2,605
|
|
|||||
Purchase obligations
|
|
4,182
|
|
|
4,177
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
320,011
|
|
|
$
|
13,996
|
|
|
$
|
20,288
|
|
|
$
|
14,998
|
|
|
$
|
270,729
|
|
|
Page
|
|
|
|
|
|
|
|
|
|
|
Consolidated Statements of Stockholders' Equity
|
|
|
|
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
ASSETS
|
|
|
|
|
||||
Current assets:
|
|
|
|
|
||||
Cash and cash equivalents
|
|
$
|
35,045
|
|
|
$
|
29,117
|
|
Short-term investments
|
|
24,385
|
|
|
65,855
|
|
||
Accounts receivable (net of allowances of $502 and $103 at December 31, 2016 and 2015, respectively)
|
|
14,610
|
|
|
25,457
|
|
||
Inventories
|
|
20,114
|
|
|
17,924
|
|
||
Prepaid expenses and other current assets
|
|
2,517
|
|
|
5,742
|
|
||
Total current assets
|
|
96,671
|
|
|
144,095
|
|
||
Long-term investments
|
|
—
|
|
|
6,493
|
|
||
Property and equipment, net
|
|
16,525
|
|
|
15,258
|
|
||
Other non-current assets
|
|
9,291
|
|
|
9,096
|
|
||
Developed technology, net
|
|
79,800
|
|
|
91,000
|
|
||
Goodwill
|
|
104,108
|
|
|
104,108
|
|
||
Total assets
|
|
$
|
306,395
|
|
|
$
|
370,050
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
||||
Current liabilities:
|
|
|
|
|
||||
Accounts payable
|
|
$
|
3,967
|
|
|
$
|
6,094
|
|
Accrued compensation and related benefits
|
|
3,996
|
|
|
3,553
|
|
||
Other accrued liabilities
|
|
12,374
|
|
|
11,015
|
|
||
Deferred revenue, current
|
|
9,163
|
|
|
9,419
|
|
||
Total current liabilities
|
|
29,500
|
|
|
30,081
|
|
||
Convertible notes, net
|
|
194,951
|
|
|
194,673
|
|
||
Deferred tax liability
|
|
21,140
|
|
|
23,595
|
|
||
Deferred revenue, non-current
|
|
4,315
|
|
|
4,398
|
|
||
Other non-current liabilities
|
|
3,256
|
|
|
2,402
|
|
||
Total liabilities
|
|
253,162
|
|
|
255,149
|
|
||
Commitments and contingencies
|
|
|
|
|
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either December 31, 2016 or 2015
|
|
—
|
|
|
—
|
|
||
Common stock: $0.001 par value, 200,000 shares authorized at December 31, 2016 and 2015; 29,208 and 28,844 shares issued and outstanding at December 31, 2016 and 2015, respectively
|
|
29
|
|
|
29
|
|
||
Additional paid-in capital
|
|
493,441
|
|
|
479,508
|
|
||
Accumulated other comprehensive loss
|
|
(760
|
)
|
|
(1,144
|
)
|
||
Accumulated deficit
|
|
(439,477
|
)
|
|
(363,492
|
)
|
||
Total stockholders’ equity
|
|
53,233
|
|
|
114,901
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
306,395
|
|
|
$
|
370,050
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Revenue:
|
|
|
|
|
|
|
||||||
Product revenue
|
|
$
|
89,003
|
|
|
$
|
102,140
|
|
|
$
|
107,071
|
|
Service revenue
|
|
15,205
|
|
|
12,315
|
|
|
8,844
|
|
|||
License revenue
|
|
238
|
|
|
257
|
|
|
323
|
|
|||
Grant revenue
|
|
—
|
|
|
—
|
|
|
218
|
|
|||
Total revenue
|
|
104,446
|
|
|
114,712
|
|
|
116,456
|
|
|||
Costs and expenses:
|
|
|
|
|
|
|
||||||
Cost of product revenue
|
|
41,110
|
|
|
43,001
|
|
|
39,511
|
|
|||
Cost of service revenue
|
|
4,899
|
|
|
3,629
|
|
|
3,338
|
|
|||
Research and development
|
|
38,415
|
|
|
39,264
|
|
|
43,423
|
|
|||
Selling, general and administrative
|
|
93,212
|
|
|
82,959
|
|
|
71,324
|
|
|||
Acquisition-related expenses
|
|
—
|
|
|
—
|
|
|
10,696
|
|
|||
Gain on escrow settlement
|
|
—
|
|
|
(3,986
|
)
|
|
—
|
|
|||
Total costs and expenses
|
|
177,636
|
|
|
164,867
|
|
|
168,292
|
|
|||
Loss from operations
|
|
(73,190
|
)
|
|
(50,155
|
)
|
|
(51,836
|
)
|
|||
Interest expense
|
|
(5,820
|
)
|
|
(5,808
|
)
|
|
(5,344
|
)
|
|||
Gain from sale of investment in Verinata
|
|
—
|
|
|
2,330
|
|
|
332
|
|
|||
Other expense, net
|
|
(1,167
|
)
|
|
(1,157
|
)
|
|
(857
|
)
|
|||
Loss before income taxes
|
|
(80,177
|
)
|
|
(54,790
|
)
|
|
(57,705
|
)
|
|||
Benefit from income taxes
|
|
4,192
|
|
|
1,475
|
|
|
4,875
|
|
|||
Net loss
|
|
(75,985
|
)
|
|
(53,315
|
)
|
|
(52,830
|
)
|
|||
Net loss per share, basic and diluted
|
|
$
|
(2.62
|
)
|
|
$
|
(1.86
|
)
|
|
$
|
(1.90
|
)
|
Shares used in computing net loss per share, basic and diluted
|
|
29,008
|
|
|
28,711
|
|
|
27,768
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net loss
|
|
$
|
(75,985
|
)
|
|
$
|
(53,315
|
)
|
|
$
|
(52,830
|
)
|
Other comprehensive (loss) income, net of tax
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
314
|
|
|
(327
|
)
|
|
(2
|
)
|
|||
Unrealized gain (loss) on available-for-sale securities, net
|
|
70
|
|
|
(23
|
)
|
|
(62
|
)
|
|||
Other comprehensive income (loss)
|
|
384
|
|
|
(350
|
)
|
|
(64
|
)
|
|||
Comprehensive loss
|
|
$
|
(75,601
|
)
|
|
$
|
(53,665
|
)
|
|
$
|
(52,894
|
)
|
|
|
Common Stock
|
|
Additional
Paid-in
Capital
|
|
Accumulated
Other
Comprehensive
Loss
|
|
Accumulated
Deficit
|
|
Total
Stockholders’
Equity
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||||||||||
Balance at December 31, 2013
|
|
25,811
|
|
|
$
|
26
|
|
|
$
|
354,465
|
|
|
$
|
(730
|
)
|
|
$
|
(257,347
|
)
|
|
$
|
96,414
|
|
Issuance of common stock upon purchase of DVS
|
|
1,945
|
|
|
2
|
|
|
76,805
|
|
|
—
|
|
|
—
|
|
|
76,807
|
|
|||||
Vested DVS stock options converted to equivalent vested options
|
|
—
|
|
|
—
|
|
|
4,039
|
|
|
—
|
|
|
—
|
|
|
4,039
|
|
|||||
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units
|
|
585
|
|
|
—
|
|
|
5,113
|
|
|
—
|
|
|
—
|
|
|
5,113
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
20,940
|
|
|
—
|
|
|
—
|
|
|
20,940
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(52,830
|
)
|
|
(52,830
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(64
|
)
|
|
—
|
|
|
(64
|
)
|
|||||
Balance at December 31, 2014
|
|
28,341
|
|
|
$
|
28
|
|
|
$
|
461,362
|
|
|
$
|
(794
|
)
|
|
$
|
(310,177
|
)
|
|
$
|
150,419
|
|
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units
|
|
673
|
|
|
1
|
|
|
5,302
|
|
|
—
|
|
|
—
|
|
|
5,303
|
|
|||||
Gain on escrow settlement
|
|
(170
|
)
|
|
—
|
|
|
(3,986
|
)
|
|
—
|
|
|
—
|
|
|
(3,986
|
)
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
16,830
|
|
|
—
|
|
|
—
|
|
|
16,830
|
|
|||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,315
|
)
|
|
(53,315
|
)
|
|||||
Other comprehensive loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(350
|
)
|
|
—
|
|
|
(350
|
)
|
|||||
Balance at December 31, 2015
|
|
28,844
|
|
|
$
|
29
|
|
|
$
|
479,508
|
|
|
$
|
(1,144
|
)
|
|
$
|
(363,492
|
)
|
|
$
|
114,901
|
|
Issuance of common stock upon exercise of stock options for cash and release of restricted stock units
|
|
364
|
|
|
—
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
75
|
|
|||||
Stock-based compensation expense
|
|
—
|
|
|
—
|
|
|
13,858
|
|
|
—
|
|
|
—
|
|
|
13,858
|
|
|||||
Gain on escrow settlement
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|||||||
Net loss
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(75,985
|
)
|
|
(75,985
|
)
|
|||||
Other comprehensive income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
384
|
|
|
—
|
|
|
384
|
|
|||||
Balance at December 31, 2016
|
|
29,208
|
|
|
$
|
29
|
|
|
$
|
493,441
|
|
|
$
|
(760
|
)
|
|
$
|
(439,477
|
)
|
|
$
|
53,233
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Operating activities
|
|
|
|
|
|
|
||||||
Net loss
|
|
$
|
(75,985
|
)
|
|
$
|
(53,315
|
)
|
|
$
|
(52,830
|
)
|
Adjustments to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
6,738
|
|
|
4,915
|
|
|
4,061
|
|
|||
Stock-based compensation expense
|
|
13,858
|
|
|
16,830
|
|
|
20,940
|
|
|||
Acquisition-related share-based awards acceleration expense
|
|
—
|
|
|
—
|
|
|
2,648
|
|
|||
Amortization of developed technology
|
|
11,200
|
|
|
11,200
|
|
|
9,800
|
|
|||
Non-cash charges for sale of inventory revalued at the date of acquisition
|
|
—
|
|
|
—
|
|
|
856
|
|
|||
Other non-cash items
|
|
252
|
|
|
137
|
|
|
—
|
|
|||
Loss on disposal of property and equipment
|
|
87
|
|
|
87
|
|
|
83
|
|
|||
Gain from escrow settlement
|
|
—
|
|
|
(3,986
|
)
|
|
—
|
|
|||
Gain from sale of investment in Verinata
|
|
—
|
|
|
(2,330
|
)
|
|
(332
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Accounts receivable
|
|
10,521
|
|
|
(2,762
|
)
|
|
(3,393
|
)
|
|||
Inventories
|
|
(3,387
|
)
|
|
(3,741
|
)
|
|
(6,162
|
)
|
|||
Prepaid expenses and other assets
|
|
(457
|
)
|
|
(1,127
|
)
|
|
(52
|
)
|
|||
Accounts payable
|
|
(2,271
|
)
|
|
769
|
|
|
107
|
|
|||
Deferred revenue
|
|
(274
|
)
|
|
2,613
|
|
|
3,191
|
|
|||
Other liabilities
|
|
620
|
|
|
(3,986
|
)
|
|
(1,540
|
)
|
|||
Net cash used in operating activities
|
|
(39,098
|
)
|
|
(34,696
|
)
|
|
(22,623
|
)
|
|||
Investing activities
|
|
|
|
|
|
|
||||||
Acquisition, net of cash acquired
|
|
—
|
|
|
—
|
|
|
(113,190
|
)
|
|||
Purchases of investments
|
|
(38,594
|
)
|
|
(66,973
|
)
|
|
(132,644
|
)
|
|||
Proceeds from sales and maturities of investments
|
|
86,431
|
|
|
103,369
|
|
|
74,520
|
|
|||
Proceeds from sale of investment in Verinata
|
|
2,330
|
|
|
—
|
|
|
332
|
|
|||
Purchase of intangible assets
|
|
—
|
|
|
(6,670
|
)
|
|
—
|
|
|||
Purchases of property and equipment
|
|
(5,065
|
)
|
|
(3,982
|
)
|
|
(7,403
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
45,102
|
|
|
25,744
|
|
|
(178,385
|
)
|
|||
Financing activities
|
|
|
|
|
|
|
||||||
Proceeds from issuance of convertible notes, net
|
|
—
|
|
|
—
|
|
|
195,213
|
|
|||
Proceeds from issuance of common stock through stock plan, net of tax payment
|
|
76
|
|
|
5,303
|
|
|
5,113
|
|
|||
Net cash provided by financing activities
|
|
76
|
|
|
5,303
|
|
|
200,326
|
|
|||
Effect of foreign exchange rate fluctuations on cash and cash equivalents
|
|
(152
|
)
|
|
(947
|
)
|
|
(866
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
5,928
|
|
|
(4,596
|
)
|
|
(1,548
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
29,117
|
|
|
33,713
|
|
|
35,261
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
35,045
|
|
|
$
|
29,117
|
|
|
$
|
33,713
|
|
Supplemental disclosures of cash flow information
|
|
|
|
|
|
|
||||||
Cash paid for interest
|
|
$
|
5,534
|
|
|
$
|
5,538
|
|
|
$
|
2,750
|
|
Cash paid for income taxes
|
|
$
|
355
|
|
|
$
|
189
|
|
|
$
|
187
|
|
Non-cash investing and financing activities
|
|
|
|
|
|
|
||||||
Issuance of common stock and options related to acquisition
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78,196
|
|
•
|
Unamortized debt issuance costs of
$1.0 million
as of December 31, 2015 were reclassified from other non-current assets to a deduction from Convertible Notes, net in the consolidated balance sheets, as a result of adopting ASU 2015-03 in the first quarter of 2016; and
|
•
|
Revenue from customers in Japan is included in revenue generated in Asia-Pacific.
|
|
|
Foreign Currency Translation Adjustment
|
|
Unrealized Gain (Loss) on Investments
|
|
Accumulated Other Comprehensive Income (Loss)
|
||||||
Beginning balance at December 31, 2014
|
|
$
|
(745
|
)
|
|
$
|
(49
|
)
|
|
$
|
(794
|
)
|
Change during the year
|
|
(327
|
)
|
|
(23
|
)
|
|
(350
|
)
|
|||
Ending balance at December 31, 2015
|
|
(1,072
|
)
|
|
(72
|
)
|
|
(1,144
|
)
|
|||
Change during the year
|
|
314
|
|
|
70
|
|
|
384
|
|
|||
Ending balance at December 31, 2016
|
|
$
|
(758
|
)
|
|
$
|
(2
|
)
|
|
$
|
(760
|
)
|
|
|
At December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Stock options, restricted stock units and performance awards
|
|
4,622
|
|
|
3,905
|
|
|
3,736
|
|
Convertible notes
|
|
3,598
|
|
|
3,598
|
|
|
3,598
|
|
Total
|
|
8,220
|
|
|
7,503
|
|
|
7,334
|
|
|
December 31, 2016
|
||||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted-Average Amortization Period
|
||||||
Developed technology
|
$
|
112,000
|
|
|
$
|
(32,200
|
)
|
|
$
|
79,800
|
|
|
10.0 years
|
Patents and licenses
|
11,224
|
|
|
(4,533
|
)
|
|
6,691
|
|
|
7.9 years
|
|||
Total intangible assets, net
|
$
|
123,224
|
|
|
$
|
(36,733
|
)
|
|
$
|
86,491
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2015
|
||||||||||||
|
Gross Amount
|
|
Accumulated Amortization
|
|
Net
|
|
Weighted-Average Amortization Period
|
||||||
Developed technology
|
$
|
112,000
|
|
|
$
|
(21,000
|
)
|
|
$
|
91,000
|
|
|
10.0 years
|
Patents and licenses
|
11,224
|
|
|
(3,330
|
)
|
|
7,894
|
|
|
7.9 years
|
|||
Total intangible assets, net
|
$
|
123,224
|
|
|
$
|
(24,330
|
)
|
|
$
|
98,894
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Year
|
|
Amortization Expense
|
||
2017
|
|
$
|
12,390
|
|
2018
|
|
12,325
|
|
|
2019
|
|
12,234
|
|
|
2020
|
|
12,234
|
|
|
2021
|
|
12,079
|
|
|
Thereafter
|
|
25,229
|
|
|
Total
|
|
$
|
86,491
|
|
|
|
Estimated Fair Value
|
||
Cash
|
|
$
|
126,048
|
|
Issued 1,759,007 shares of Fluidigm common stock
(2)
|
|
76,805
|
|
|
Acquisition consideration paid at Acquisition Date
|
|
202,853
|
|
|
Accelerated stock compensation
(1)
|
|
(6,690
|
)
|
|
Estimated fair value of vested Fluidigm equivalent stock options
(2)
|
|
4,039
|
|
|
Working capital adjustment
|
|
(269
|
)
|
|
Aggregate purchase price
|
|
$
|
199,933
|
|
(1)
|
As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a
$6.7 million
expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations.
|
(2)
|
In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately
143,000
shares of Fluidigm common stock and the unvested DVS restricted stock into approximately
186,000
shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was
$14.6 million
, of which
$4.0 million
was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model.
|
|
|
Allocation of Purchase Price
|
||
Cash and cash equivalents
|
|
$
|
8,405
|
|
Accounts receivable, net
|
|
7,698
|
|
|
Inventories
|
|
3,489
|
|
|
Prepaid expenses and other current assets
|
|
1,482
|
|
|
Property and equipment, net
|
|
1,202
|
|
|
Developed technology
|
|
112,000
|
|
|
Goodwill
|
|
104,108
|
|
|
Other non-current assets
|
|
88
|
|
|
Total assets acquired
|
|
238,472
|
|
|
Accounts payable
|
|
(1,114
|
)
|
|
Accrued compensation and related benefits
|
|
(761
|
)
|
|
Other accrued liabilities
|
|
(1,204
|
)
|
|
Deferred revenue, current
|
|
(1,844
|
)
|
|
Tax payable
|
|
(45
|
)
|
|
Deferred tax liability
|
|
(31,942
|
)
|
|
Deferred revenue, non-current
|
|
(1,629
|
)
|
|
Net assets acquired
|
|
$
|
199,933
|
|
(in thousands)
|
|
Year Ended December 31
|
||||||
|
|
2014
|
|
2013
|
||||
Pro forma total revenue
|
|
$
|
120,245
|
|
|
$
|
98,459
|
|
Pro forma net loss
|
|
$
|
(55,249
|
)
|
|
$
|
(37,906
|
)
|
|
December 31, 2016
|
||||||||||||||||||||||||||
|
Carrying Amount
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-Term Marketable Securities
|
|
Long-Term Marketable Securities
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash
|
$
|
13,984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
13,984
|
|
|
$
|
13,984
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Level I:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market funds
|
21,061
|
|
|
—
|
|
|
—
|
|
|
21,061
|
|
|
21,061
|
|
|
—
|
|
|
—
|
|
|||||||
Level II:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. government and agency securities
|
24,388
|
|
|
1
|
|
|
(4
|
)
|
|
24,385
|
|
|
—
|
|
|
24,385
|
|
|
—
|
|
|||||||
Total
|
$
|
59,433
|
|
|
$
|
1
|
|
|
$
|
(4
|
)
|
|
$
|
59,430
|
|
|
$
|
35,045
|
|
|
$
|
24,385
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
|
December 31, 2015
|
||||||||||||||||||||||||||
|
Carrying Amount
|
|
Gross Unrealized Gain
|
|
Gross Unrealized Loss
|
|
Fair Value
|
|
Cash and Cash Equivalents
|
|
Short-Term Marketable Securities
|
|
Long-Term Marketable Securities
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Cash
|
$
|
17,889
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
17,889
|
|
|
$
|
17,889
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Level I:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Money market funds
|
11,228
|
|
|
—
|
|
|
—
|
|
|
11,228
|
|
|
11,228
|
|
|
—
|
|
|
—
|
|
|||||||
Level II:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
U.S. government and agency securities
|
72,420
|
|
|
—
|
|
|
(72
|
)
|
|
72,348
|
|
|
—
|
|
|
65,855
|
|
|
6,493
|
|
|||||||
Total
|
$
|
101,537
|
|
|
$
|
—
|
|
|
$
|
(72
|
)
|
|
$
|
101,465
|
|
|
$
|
29,117
|
|
|
$
|
65,855
|
|
|
$
|
6,493
|
|
|
|
December 31,
|
||||||
Cash and cash equivalents:
|
|
2016
|
|
2015
|
||||
Cash
|
|
$
|
13,984
|
|
|
$
|
17,889
|
|
Money market funds
|
|
21,061
|
|
|
11,228
|
|
||
Total
|
|
$
|
35,045
|
|
|
$
|
29,117
|
|
|
|
December 31,
|
||||||
Inventories:
|
|
2016
|
|
2015
|
||||
Raw materials
|
|
$
|
8,919
|
|
|
$
|
6,829
|
|
Work-in-process
|
|
1,742
|
|
|
2,442
|
|
||
Finished goods
|
|
9,453
|
|
|
8,653
|
|
||
Total inventories, net
|
|
$
|
20,114
|
|
|
$
|
17,924
|
|
|
|
December 31,
|
||||||
Property and equipment:
|
|
2016
|
|
2015
|
||||
Computer equipment and software
|
|
$
|
5,497
|
|
|
$
|
5,048
|
|
Laboratory and manufacturing equipment
|
|
23,670
|
|
|
21,783
|
|
||
Leasehold improvements
|
|
8,747
|
|
|
5,875
|
|
||
Office furniture and fixtures
|
|
2,084
|
|
|
1,584
|
|
||
Property and equipment, gross
|
|
39,998
|
|
|
34,290
|
|
||
Less accumulated depreciation and amortization
|
|
(24,084
|
)
|
|
(19,618
|
)
|
||
Construction-in-progress
|
|
611
|
|
|
586
|
|
||
Property and equipment, net
|
|
$
|
16,525
|
|
|
$
|
15,258
|
|
|
|
Year Ended December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Beginning balance
|
|
$
|
1,076
|
|
|
$
|
1,178
|
|
Accrual for current period warranties
|
|
885
|
|
|
672
|
|
||
Warranty costs incurred
|
|
(938
|
)
|
|
(774
|
)
|
||
Ending balance
|
|
$
|
1,023
|
|
|
$
|
1,076
|
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Principal amount of Notes
|
|
$
|
201,250
|
|
|
$
|
201,250
|
|
Unamortized debt discount
|
|
(5,330
|
)
|
|
(5,566
|
)
|
||
Unamortized debt issuance cost
|
|
(969
|
)
|
|
(1,011
|
)
|
||
Net carrying value of convertible notes
|
|
$
|
194,951
|
|
|
$
|
194,673
|
|
Fiscal Year
|
|
Minimum Lease Payments
|
||
2017
|
|
$
|
4,285
|
|
2018
|
|
4,445
|
|
|
2019
|
|
4,769
|
|
|
2020
|
|
2,550
|
|
|
2021
|
|
1,379
|
|
|
Thereafter
|
|
2,605
|
|
|
Total
|
|
$
|
20,033
|
|
|
|
|
|
Outstanding Options
|
||||||
|
|
Shares Available
for Grant |
|
Number of
Shares |
|
Weighted-Average
Exercise Price per Share |
||||
Balance at December 31, 2015
|
|
1,535
|
|
|
3,242
|
|
|
$
|
20.45
|
|
Additional shares authorized
|
|
1,000
|
|
|
—
|
|
|
—
|
|
|
Options granted
|
|
(978
|
)
|
|
978
|
|
|
$
|
7.44
|
|
Options exercised
|
|
—
|
|
|
(57
|
)
|
|
$
|
4.04
|
|
Options canceled
|
|
603
|
|
|
(603
|
)
|
|
$
|
23.53
|
|
Balance at December 31, 2016
|
|
2,160
|
|
|
3,560
|
|
|
$
|
16.62
|
|
|
|
Number of Nonvested and Outstanding Units
|
|
Weighted-Average
Grant Date Fair Value per Share |
|||
Balance at December 31, 2015
|
|
663
|
|
|
$
|
32.48
|
|
RSUs granted
|
|
940
|
|
|
$
|
7.06
|
|
RSUs vested
|
|
(328
|
)
|
|
$
|
24.71
|
|
RSUs canceled
|
|
(210
|
)
|
|
$
|
17.82
|
|
Balance at December 31, 2016
|
|
1,065
|
|
|
$
|
15.31
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Expected volatility
|
|
43.4
|
%
|
|
46.3
|
%
|
|
57.5
|
%
|
|||
Expected life
|
|
6.0 years
|
|
|
5.9 years
|
|
|
5.9 years
|
|
|||
Risk-free interest rate
|
|
1.4
|
%
|
|
1.8
|
%
|
|
1.5
|
%
|
|||
Dividend yield
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Weighted-average fair value of options granted
|
|
$
|
3.19
|
|
|
$
|
13.89
|
|
|
$
|
9.80
|
|
|
|
Options Outstanding
|
||||||
Exercise Price Per Share
|
|
Number of Shares
|
|
Weighted-Average Remaining Contractual Life
|
|
Options Exercisable
|
||
|
|
(In Thousands)
|
|
(In Years)
|
|
(In Thousands)
|
||
$0.64 - $4.76
|
|
148
|
|
|
3.1
|
|
147
|
|
$4.76 - $9.51
|
|
932
|
|
|
8.8
|
|
176
|
|
$9.52 - $14.27
|
|
340
|
|
|
7.1
|
|
203
|
|
$14.27 - $19.02
|
|
1,540
|
|
|
5.6
|
|
1,513
|
|
$19.03 - $23.78
|
|
71
|
|
|
7.8
|
|
64
|
|
$23.79 - $28.53
|
|
105
|
|
|
7.8
|
|
74
|
|
$28.54 - $33.29
|
|
27
|
|
|
6.7
|
|
21
|
|
$33.30 - $38.04
|
|
6
|
|
|
8.0
|
|
3
|
|
$38.05 - $42.80
|
|
186
|
|
|
7.9
|
|
95
|
|
$42.81 - $47.55
|
|
205
|
|
|
7.0
|
|
146
|
|
|
|
3,560
|
|
|
6.8
|
|
2,442
|
|
|
|
Number of
shares |
|
Weighted-Average
Exercise Price per Share |
|
Weighted-
Average Remaining Contractual Life |
|
Aggregate
Intrinsic Value (1) |
|||||
|
|
(In Thousands)
|
|
|
|
(In Years)
|
|
(In Thousands)
|
|||||
Vested
|
|
2,442
|
|
|
$
|
18.01
|
|
|
5.8
|
|
$
|
589
|
|
Expected to vest, net of estimated forfeitures
|
|
932
|
|
|
$
|
13.24
|
|
|
9.1
|
|
354
|
|
|
Total vested and expected to vest, net of forfeitures
|
|
3,374
|
|
|
$
|
16.69
|
|
|
6.7
|
|
$
|
943
|
|
(1)
|
Aggregate intrinsic value was calculated as the difference between the closing stock price on the last trading day of
2016
, which was
$7.28
, and the exercise price of the options, multiplied by the number of in-the-money options.
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
|
$
|
(65,211
|
)
|
|
$
|
(46,757
|
)
|
|
$
|
(41,559
|
)
|
International
|
|
(14,966
|
)
|
|
(8,033
|
)
|
|
(16,146
|
)
|
|||
Loss before income taxes
|
|
$
|
(80,177
|
)
|
|
$
|
(54,790
|
)
|
|
$
|
(57,705
|
)
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
|
||||||
Federal
|
|
$
|
—
|
|
|
$
|
(30
|
)
|
|
$
|
—
|
|
State
|
|
(14
|
)
|
|
(14
|
)
|
|
(20
|
)
|
|||
Foreign
|
|
286
|
|
|
(1,319
|
)
|
|
(254
|
)
|
|||
Total current tax benefit (expense)
|
|
272
|
|
|
(1,363
|
)
|
|
(274
|
)
|
|||
Deferred:
|
|
|
|
|
|
|
||||||
State
|
|
—
|
|
|
—
|
|
|
2,042
|
|
|||
Foreign
|
|
3,920
|
|
|
2,838
|
|
|
3,107
|
|
|||
Total deferred benefit
|
|
3,920
|
|
|
2,838
|
|
|
5,149
|
|
|||
Total benefit for income taxes
|
|
$
|
4,192
|
|
|
$
|
1,475
|
|
|
$
|
4,875
|
|
|
|
Year Ended December 31,
|
|||||||
|
|
2016
|
|
2015
|
|
2014
|
|||
Tax benefit at federal statutory rate
|
|
34.0
|
%
|
|
34.0
|
%
|
|
34.0
|
%
|
State tax credit (expense), net of federal benefit
|
|
2.2
|
|
|
1.4
|
|
|
(1.5
|
)
|
Foreign tax expense
|
|
(0.7
|
)
|
|
(1.9
|
)
|
|
(3.7
|
)
|
Change in valuation allowance
|
|
(31.2
|
)
|
|
(28.6
|
)
|
|
(21.1
|
)
|
Federal research and development credit
|
|
1.3
|
|
|
2.6
|
|
|
2.7
|
|
Unrecognized tax benefit
|
|
(1.3
|
)
|
|
(1.8
|
)
|
|
(0.7
|
)
|
Return to provision reconciliation
|
|
1.5
|
|
|
(1.2
|
)
|
|
—
|
|
Other, net
|
|
(0.6
|
)
|
|
(1.9
|
)
|
|
(1.2
|
)
|
Effective tax rate
|
|
5.2
|
%
|
|
2.6
|
%
|
|
8.5
|
%
|
|
|
December 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Net operating loss carryforwards
|
|
$
|
123,913
|
|
|
$
|
104,291
|
|
Reserves and accruals
|
|
4,281
|
|
|
2,922
|
|
||
Depreciation and amortization
|
|
712
|
|
|
548
|
|
||
Tax credit carryforwards
|
|
12,584
|
|
|
11,098
|
|
||
Stock-based compensation
|
|
7,057
|
|
|
7,185
|
|
||
Total gross deferred tax assets
|
|
148,547
|
|
|
126,044
|
|
||
Valuation allowance on deferred tax assets
|
|
(146,285
|
)
|
|
(124,137
|
)
|
||
Total deferred tax assets, net of valuation allowance
|
|
2,262
|
|
|
1,907
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Fixed asset and intangibles
|
|
(22,000
|
)
|
|
(25,565
|
)
|
||
Total deferred tax liabilities
|
|
(22,000
|
)
|
|
(25,565
|
)
|
||
Net deferred tax liability
|
|
$
|
(19,738
|
)
|
|
$
|
(23,658
|
)
|
|
Valuation Allowance
|
||
December 31, 2013
|
$
|
96,275
|
|
Charges to earnings
|
—
|
|
|
Charges to other accounts
|
13,892
|
|
|
December 31, 2014
|
110,167
|
|
|
Charges to earnings
|
—
|
|
|
Charges to other accounts
|
13,970
|
|
|
December 31, 2015
|
124,137
|
|
|
Charges to earnings
|
—
|
|
|
Charges to other accounts
|
22,148
|
|
|
December 31, 2016
|
$
|
146,285
|
|
December 31, 2013
|
$
|
6,848
|
|
Increases in balances related to tax positions taken during current period
|
832
|
|
|
Decreases in balances related to tax position taken during prior period
|
(8
|
)
|
|
December 31, 2014
|
7,672
|
|
|
Increases in balances related to tax positions taken during current period
|
1,049
|
|
|
Decreases in balances related to tax positions taken during prior period
|
(59
|
)
|
|
December 31, 2015
|
8,662
|
|
|
Increases in balances related to tax positions taken during a prior period
|
46
|
|
|
Increases in balances related to tax positions taken during current period
|
1,673
|
|
|
Decreases in balances related to tax positions taken during prior period
|
(1,048
|
)
|
|
December 31, 2016
|
$
|
9,333
|
|
|
|
December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
United States
|
|
$
|
6,145
|
|
|
$
|
6,123
|
|
|
$
|
5,317
|
|
Singapore
|
|
6,830
|
|
|
8,014
|
|
|
7,624
|
|
|||
Canada
|
|
3,503
|
|
|
1,065
|
|
|
837
|
|
|||
Europe
|
|
43
|
|
|
47
|
|
|
75
|
|
|||
Asia-Pacific
|
|
4
|
|
|
9
|
|
|
36
|
|
|||
Total
|
|
$
|
16,525
|
|
|
$
|
15,258
|
|
|
$
|
13,889
|
|
2016
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
|
$
|
29,003
|
|
|
$
|
28,168
|
|
|
$
|
22,191
|
|
|
$
|
25,084
|
|
Net loss
|
|
$
|
(19,884
|
)
|
|
$
|
(18,617
|
)
|
|
$
|
(19,787
|
)
|
|
$
|
(17,697
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.69
|
)
|
|
$
|
(0.64
|
)
|
|
$
|
(0.68
|
)
|
|
$
|
(0.61
|
)
|
2015
|
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
||||||||
Total revenue
|
|
$
|
26,729
|
|
|
$
|
28,618
|
|
|
$
|
28,643
|
|
|
$
|
30,722
|
|
Net loss
|
|
$
|
(15,931
|
)
|
|
$
|
(15,236
|
)
|
|
$
|
(9,269
|
)
|
|
$
|
(12,879
|
)
|
Net loss per share, basic and diluted
|
|
$
|
(0.56
|
)
|
|
$
|
(0.53
|
)
|
|
$
|
(0.32
|
)
|
|
$
|
(0.45
|
)
|
|
|
In thousands
|
||||||||||||||
|
|
Balance at
Beginning of
Period
|
|
Additions/
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
103
|
|
|
$
|
484
|
|
|
$
|
(85
|
)
|
|
$
|
502
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
120
|
|
|
$
|
23
|
|
|
$
|
(40
|
)
|
|
$
|
103
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Accounts receivable allowance
|
|
$
|
36
|
|
|
$
|
103
|
|
|
$
|
(19
|
)
|
|
$
|
120
|
|
|
|
In thousands
|
||||||||||||||
|
|
Balance at
Beginning of
Period
|
|
Additions/
Charged to
Expense
|
|
Deductions
|
|
Balance at
End of
Period
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
|
||||||||
Warranty allowance
|
|
$
|
1,076
|
|
|
$
|
885
|
|
|
$
|
(938
|
)
|
|
$
|
1,023
|
|
Year ended December 31, 2015
|
|
|
|
|
|
|
|
|
||||||||
Warranty allowance
|
|
$
|
1,178
|
|
|
$
|
672
|
|
|
$
|
(774
|
)
|
|
$
|
1,076
|
|
Year ended December 31, 2014
|
|
|
|
|
|
|
|
|
||||||||
Warranty allowance
|
|
$
|
344
|
|
|
$
|
2,089
|
|
|
$
|
(1,255
|
)
|
|
$
|
1,178
|
|
|
FLUIDIGM CORPORATION
|
||||
|
|
|
|||
Dated: March 2, 2017
|
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
|
|
March 2, 2017
|
Stephen Christopher Linthwaite
|
|
|
|
|
/s/ Vikram Jog
|
|
Chief Financial Officer (Principal Financial Officer)
|
|
March 2, 2017
|
Vikram Jog
|
|
|
||
/s/ Jennifer Lee
|
|
Vice President, Controller (Principal Accounting Officer)
|
|
March 2, 2017
|
Jennifer Lee
|
|
|
|
|
/s/ Samuel D. Colella
|
|
Chairman of the Board of Directors
|
|
March 2, 2017
|
Samuel D. Colella
|
|
|
||
/s/ Gerhard F. Burbach
|
|
Director
|
|
March 2, 2017
|
Gerhard F. Burbach
|
|
|
||
/s/ Evan Jones
|
|
Director
|
|
March 2, 2017
|
Evan Jones
|
|
|
||
/s/ Patrick S. Jones
|
|
Director
|
|
March 2, 2017
|
Patrick S. Jones
|
|
|
||
/s/ John A. Young
|
|
Director
|
|
March 2, 2017
|
John A. Young
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
2.1
|
|
Agreement and Plan of Merger dated January 28, 2014 by and among Fluidigm Corporation, DVS Sciences, Inc., Dawid Merger Sub, Inc. and Shareholder Representative Services LLC.
|
|
8-K
|
|
2.1
|
|
1/29/2014
|
3.1
|
|
Eighth Amended and Restated Certificate of Incorporation of Fluidigm Corporation filed on February 15, 2011.
|
|
10-K
|
|
3.1
|
|
3/28/2011
|
3.2
|
|
Amended and Restated Bylaws of Fluidigm Corporation effective as of February 9, 2011.
|
|
10-K
|
|
3.2
|
|
3/28/2011
|
3.3
|
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Participating Preferred Stock.
|
|
8-K
|
|
3.1
|
|
11/22/2016
|
4.1
|
|
Specimen Common Stock Certificate of Fluidigm Corporation.
|
|
S-8
|
|
4.1
|
|
1/13/2017
|
4.2
|
|
Indenture, dated February 4, 2014, by and between Fluidigm Corporation and U.S. Bank National Association.
|
|
8-K
|
|
4.1
|
|
2/4/2014
|
4.3
|
|
First Supplemental Indenture, dated February 4, 2014, by and between Fluidigm Corporation and U.S. Bank National Association.
|
|
8-K
|
|
4.2
|
|
2/4/2014
|
4.4
|
|
Form of Global Note (included in Exhibit 4.3).
|
|
8-K
|
|
4.3
|
|
2/4/2014
|
4.5
|
|
Reserved.
|
|
|
|
|
|
|
4.6
|
|
Tax Benefit Preservation Plan, dated as of November 21, 2016, by and between Fluidigm Corporation and Computershare Inc., as Rights Agent.
|
|
8-K
|
|
4.1
|
|
11/22/2016
|
10.1
|
|
Form of Indemnification Agreement between Fluidigm Corporation and its directors and officers.
|
|
S-1/A
|
|
10.1
|
|
1/28/2011
|
10.2#
|
|
1999 Stock Option Plan of Fluidigm Corporation, as amended.
|
|
S-1
|
|
10.2
|
|
12/3/2010
|
10.2A#
|
|
Forms of agreements under the 1999 Stock Option Plan.
|
|
S-1
|
|
10.2A
|
|
12/3/2010
|
10.3#
|
|
2009 Equity Incentive Plan of Fluidigm Corporation, as amended.
|
|
S-1
|
|
10.3
|
|
12/3/2010
|
10.3A#
|
|
Forms of agreements under the 2009 Equity Incentive Plan.
|
|
S-1
|
|
10.3A
|
|
12/3/2010
|
10.4#
|
|
2011 Equity Incentive Plan of Fluidigm Corporation.
|
|
S-1/A
|
|
10.4
|
|
1/28/2011
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.4A#
|
|
Forms of agreements under the 2011 Equity Incentive Plan.
|
|
S-1/A
|
|
10.4A
|
|
1/28/2011
|
10.5†
|
|
Second Amended and Restated License Agreement by and between California Institute of Technology and Fluidigm Corporation, effective as of May 1, 2004.
|
|
S-1
|
|
10.5
|
|
12/3/2010
|
10.5A†
|
|
First Addendum, effective as of March 29, 2007, to Second Amended and Restated License Agreement by and between California Institute of Technology and Fluidigm Corporation effective as of May 1, 2004.
|
|
S-1
|
|
10.5A
|
|
12/3/2010
|
10.6†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and Fluidigm Corporation effective as of October 15, 2000.
|
|
S-1
|
|
10.6
|
|
12/3/2010
|
10.6A†
|
|
First Amendment to Co-Exclusive License Agreement between President and Fellows of Harvard College and Fluidigm Corporation effective as of October 15, 2000.
|
|
S-1
|
|
10.6A
|
|
12/3/2010
|
10.7†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and Fluidigm Corporation effective as of October 15, 2000.
|
|
S-1
|
|
10.7
|
|
12/3/2010
|
10.8†
|
|
Co-Exclusive License Agreement between President and Fellows of Harvard College and Fluidigm Corporation effective as of October 15, 2000.
|
|
S-1
|
|
10.8
|
|
12/3/2010
|
10.9†
|
|
Letter Agreement between President and Fellows of Harvard College and Fluidigm Corporation dated December 22, 2004.
|
|
S-1
|
|
10.9
|
|
12/3/2010
|
10.10#
|
|
Fluidigm Corporation 2017 Inducement Award Plan and related form agreements.
|
|
8-K
|
|
10.1
|
|
1/11/2017
|
10.11#
|
|
Offer Letter to Jennifer Lee date March 30, 2016.
|
|
8-K
|
|
10.1
|
|
5/23/2016
|
10.12
|
|
Reserved.
|
|
|
|
|
|
|
10.13#
|
|
Amended and Restated Offer Letter to Steven C. McPhail, dated February 28, 2017.
|
|
Filed herewith
|
|
|
|
|
10.14#
|
|
Form of Amended and Restated Employment and Severance Agreement between Fluidigm Corporation and each of its executive officers.
|
|
8-K
|
|
10.14
|
|
12/11/2012
|
10.15#†
|
|
Offer Letter to Stephen Christopher Linthwaite, dated July 14, 2016.
|
|
10-Q
|
|
10.1
|
|
11/9/2016
|
10.16#
|
|
Employment and Severance Agreement, effective as of August 1, 2016, by and between Fluidigm Corporation and Stephen Christopher Linthwaite
|
|
10-Q
|
|
10.2
|
|
11/9/2016
|
10.17#
|
|
Offer Letter to Vikram Jog dated January 29, 2008.
|
|
S-1
|
|
10.17
|
|
12/3/2010
|
10.18#
|
|
Offer Letter dated May 3, 2010 to Fredric Walder and Addendum thereto dated November 8, 2010.
|
|
8-K
|
|
10.18
|
|
4/4/2011
|
10.19
|
|
Lease Agreement between ARE - San Francisco No. 17 LLC and Fluidigm Corporation, dated September 14, 2010, as amended September 22, 2010.
|
|
S-1/A
|
|
10.19
|
|
1/7/2011
|
10.19A
|
|
Second Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and Fluidigm Corporation, dated April 9, 2013.
|
|
10-Q
|
|
10.19A
|
|
5/9/2013
|
10.19B
|
|
Fourth Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and Fluidigm Corporation, dated June 4, 2014.
|
|
10-Q
|
|
10.3
|
|
8/4/2014
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
10.19C
|
|
Fifth Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and Fluidigm Corporation, dated September 15, 2014.
|
|
10-Q
|
|
10.2
|
|
11/6/2014
|
10.19D
|
|
Sixth Amendment to Lease Agreement between ARE-San Francisco No. 17, LLC and Fluidigm Corporation, dated December 8, 2015.
|
|
8-K
|
|
10.1
|
|
12/14/2015
|
10.20
|
|
Tenancy for Flatted Factory Space in Singapore between JTC Corporation and Fluidigm Corporation dated July 27, 2005, as amended August 12, 2008 and May 31, 2010.
|
|
S-1
|
|
10.20
|
|
12/3/2010
|
10.21
|
|
Offer of Tenancy for Facility Lease between Fluidigm Singapore Pte. Ltd. and SBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust dated October 14, 2013.
|
|
10-K
|
|
10.21
|
|
3/12/2014
|
10.22
|
|
Offer of Tenancy for Lease of Additional Space at Singapore Facility between Fluidigm Singapore Pte. Ltd. and HSBC Institutional Trust Services (Singapore) Limited, as trustee of Ascendas Real Estate Investment Trust, dated April 2, 2015.
|
|
10-Q
|
|
10.1
|
|
8/10/2015
|
10.23†
|
|
Office Lease by and among Rodick Equities Inc., Fluidigm Canada Inc., and Fluidigm Corporation, dated August 17, 2015.
|
|
10-Q
|
|
10.1
|
|
11/9/2015
|
10.24#
|
|
Form of Award Agreement for purposes of the Retention Program.
|
|
8-K
|
|
10.1
|
|
2/10/2016
|
10.25#
|
|
Executive Bonus Plan.
|
|
10-K
|
|
10.25
|
|
3/28/2011
|
10.26#
|
|
Letter Agreement between Fluidigm Corporation and William M. Smith, Fluidigm Corporation's Executive Vice President of Legal Affairs and General Counsel, dated March 4, 2014.
|
|
10-Q
|
|
10.2
|
|
5/12/2014
|
10.27†
|
|
License Agreement between MDS Analytical Technologies, a business unit of MDS INC., and DVS Sciences Inc., dated July 17, 2008.
|
|
10-Q/A
|
|
10.3
|
|
9/15/2014
|
10.28†
|
|
Sublicense Agreement between DVS Sciences Inc. and Fluidigm Corporation, dated January 28, 2014.
|
|
10-Q/A
|
|
10.4
|
|
9/15/2014
|
10.29#
|
|
Separation Agreement and Release between Gajus V. Worthington and Fluidigm Corporation dated October 19, 2016.
|
|
8-K
|
|
99.1
|
|
10/24/2016
|
12.1
|
|
Computation of ratio of earnings to combined fixed charges and preference dividends.
|
|
Filed herewith
|
|
|
|
|
21.1
|
|
Subsidiaries of Fluidigm Corporation.
|
|
Filed herewith
|
|
|
|
|
23.1
|
|
Consent of PricewaterhouseCoopers LLP, Independent Registered Public Accounting Firm.
|
|
Filed herewith
|
|
|
|
|
23.2
|
|
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm.
|
|
Filed herewith
|
|
|
|
|
24.1
|
|
Power of Attorney (contained in the signature page to this Form 10-K).
|
|
Filed herewith
|
|
|
|
|
31.1
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
31.2
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Chief Financial Officer.
|
|
Filed herewith
|
|
|
|
|
32.1~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
Exhibit
Number
|
|
Description
|
|
Incorporated
by Reference
From Form
|
|
Incorporated
by Reference
From Exhibit
Number
|
|
Date Filed
|
32.2~
|
|
Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Chief Executive Officer.
|
|
Filed herewith
|
|
|
|
|
101.INS
|
|
XBRL Instance Document
|
|
Filed herewith
|
|
|
|
|
101.SCH
|
|
XBRL Taxonomy Extension Schema Document
|
|
Filed herewith
|
|
|
|
|
101.CAL
|
|
XBRL Taxonomy Extension Calculation Linkbase Document
|
|
Filed herewith
|
|
|
|
|
101.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
|
|
|
|
|
Sincerely,
|
|
|
|
|
|
|
|
|
/s/ S. Christopher Linthwaite
|
|
|
|
|
|
S. Christopher Linthwaite
|
|
|
President and CEO
|
|
|
Fluidigm Corporation
|
|
|
|
|
|
|
|
|
ACCEPTED AND AGREED TO:
|
|
|
|
|
|
|
|
|
/s/ Steven C. McPhail
|
|
February 28, 2017
|
Steven C. McPhail
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Date
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Years Ended
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December 31,
2012 |
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December 31,
2013 |
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December 31,
2014 |
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December 31,
2015 |
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December 31,
2016 |
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(In thousands)
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Earnings:
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Net loss attributed to common stockholders before income taxes
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$
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(18,888)
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$
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(16,389)
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$
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(57,705)
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$
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(54,790)
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$
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(80,177)
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Add: Combined fixed charges and preference dividends
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1,006
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1,169
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7,081
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8,353
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8,971
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Less: Capitalized interest
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—
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—
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—
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—
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—
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Total earnings for computation of ratio
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(17,882)
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(15,220)
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(50,624)
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(46,437)
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(71,206)
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Fixed Charges:
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Interest expense including capitalized interest
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628
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14
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5,344
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5,808
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5,820
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Estimated interest component of rent
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378
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1,155
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1,737
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2,545
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3,151
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Total fixed charges
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1,006
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1,169
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7,081
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8,353
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8,971
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Combined fixed charges and preference dividends:
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Interest expense including capitalized interest
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628
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14
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5,344
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5,808
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5,820
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Estimated interest component of rent
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378
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1,155
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1,737
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2,545
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3,151
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Deemed dividend
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—
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—
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—
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—
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—
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Total combined fixed charges and preference dividends
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$
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1,006
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$
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1,169
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$
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7,081
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$
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8,353
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$
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8,971
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Ratio of earnings to fixed charges (1)
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—
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—
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—
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—
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—
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Ratio of earnings to combined fixed charges and preference dividends (1)
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—
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—
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—
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—
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—
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Subsidiaries of Fluidigm Corporation (Delaware):
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Fluidigm K.K. (Japan)
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Fluidigm Europe, B.V. (Netherlands)
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Fluidigm Singapore Pte. Ltd. (Singapore)
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Fluidigm (Shanghai) Instrument Technology Company Limited (China)
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Fluidigm Sciences Inc. (Delaware)
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Subsidiaries of Fluidigm Europe, BV (Netherlands):
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Fluidigm France SARL (France)
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Fluidigm UK Limited (United Kingdom)
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Fluidigm GmbH (Germany)
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Subsidiaries of Fluidigm Sciences Inc. (Delaware):
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Fluidigm Canada Inc. (Ontario, Canada)
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1.
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I have reviewed this annual report on Form 10-K of Fluidigm Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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Date: March 2, 2017
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By:
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/s/ Stephen Christopher Linthwaite
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Stephen Christopher Linthwaite
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President and Chief Executive Officer
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1.
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I have reviewed this annual report on Form 10-K of Fluidigm Corporation;
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2.
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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;
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3.
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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;
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4.
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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:
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a.
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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;
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b.
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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;
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c.
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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
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d.
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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
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5.
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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):
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a.
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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
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b.
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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.
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Date: March 2, 2017
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By:
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/s/ Vikram Jog
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Vikram Jog
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Chief Financial Officer
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By:
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/s/ Stephen Christopher Linthwaite
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Stephen Christopher Linthwaite
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President and Chief Executive Officer
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Date: March 2, 2017
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By:
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/s/ Vikram Jog
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Vikram Jog
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Chief Financial Officer
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Date: March 2, 2017
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