Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2017 | Jul. 28, 2017 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q2 | |
Trading Symbol | FLDM | |
Entity Registrant Name | FLUIDIGM CORP | |
Entity Central Index Key | 1,162,194 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Common Stock, Shares Outstanding (shares) | 29,414,235 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 39,597 | $ 35,045 |
Short-term investments | 2,434 | 24,385 |
Accounts receivable (net of allowances of $394 at June 30, 2017 and $502 at December 31, 2016) | 13,659 | 14,610 |
Inventories | 18,765 | 20,114 |
Prepaid expenses and other current assets | 4,670 | 2,517 |
Total current assets | 79,125 | 96,671 |
Property and equipment, net | 13,966 | 16,525 |
Other non-current assets | 7,310 | 9,291 |
Developed technology, net | 74,200 | 79,800 |
Goodwill | 104,108 | 104,108 |
Total assets | 278,709 | 306,395 |
Current liabilities: | ||
Accounts payable | 3,858 | 3,967 |
Accrued compensation and related benefits | 7,871 | 3,996 |
Other accrued liabilities | 13,498 | 12,374 |
Deferred revenue, current | 9,097 | 9,163 |
Total current liabilities | 34,324 | 29,500 |
Convertible notes, net | 195,094 | 194,951 |
Deferred tax liability, net | 16,729 | 21,140 |
Deferred revenue, non-current | 4,012 | 4,315 |
Other non-current liabilities | 4,613 | 3,256 |
Total liabilities | 254,772 | 253,162 |
Commitments and contingencies (see Note 7) | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at June 30, 2017 and December 31, 2016 | 0 | 0 |
Common stock, $0.001 par value, 200,000 shares authorized at June 30, 2017 and December 31, 2016; 29,415 and 29,208 shares issued and outstanding as of June 30, 2017 and December 31, 2016, respectively | 29 | 29 |
Additional paid-in capital | 498,351 | 493,441 |
Accumulated other comprehensive loss | (648) | (760) |
Accumulated deficit | (473,795) | (439,477) |
Total stockholders’ equity | 23,937 | 53,233 |
Total liabilities and stockholders’ equity | $ 278,709 | $ 306,395 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Statement of Financial Position [Abstract] | ||
Accounts receivable, allowances | $ 394 | $ 502 |
Preferred stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (shares) | 10,000,000 | 10,000,000 |
Preferred stock, shares issued (shares) | 0 | 0 |
Preferred stock, shares outstanding (shares) | 0 | 0 |
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (shares) | 200,000,000 | 200,000,000 |
Common stock, shares issued (shares) | 29,415,000 | 29,208,000 |
Common stock, shares outstanding (shares) | 29,415,000 | 29,208,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations (Unaudited) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Revenue: | ||||
Product revenue | $ 19,500 | $ 24,733 | $ 40,807 | $ 50,103 |
Service revenue | 4,319 | 3,389 | 8,486 | 6,933 |
License revenue | 93 | 46 | 152 | 135 |
Total revenue | 23,912 | 28,168 | 49,445 | 57,171 |
Costs and expenses: | ||||
Cost of product revenue | 10,794 | 11,239 | 21,644 | 22,026 |
Cost of service revenue | 1,169 | 1,248 | 2,288 | 2,446 |
Research and development | 7,461 | 9,978 | 15,986 | 20,390 |
Selling, general and administrative | 20,975 | 23,845 | 43,551 | 49,320 |
Total costs and expenses | 40,399 | 46,310 | 83,469 | 94,182 |
Loss from operations | (16,487) | (18,142) | (34,024) | (37,011) |
Interest expense | (1,456) | (1,453) | (2,911) | (2,906) |
Other income (expense), net | 183 | (44) | 193 | (368) |
Loss before income taxes | (17,760) | (19,639) | (36,742) | (40,285) |
Benefit from income taxes | 827 | 1,022 | 2,608 | 1,784 |
Net loss | $ (16,933) | $ (18,617) | $ (34,134) | $ (38,501) |
Net loss per share, basic and diluted (usd per share) | $ (0.58) | $ (0.64) | $ (1.17) | $ (1.33) |
Shares used in computing net loss per share, basic and diluted (shares) | 29,344 | 28,944 | 29,292 | 28,904 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Statement of Comprehensive Income [Abstract] | ||||
Net loss | $ (16,933) | $ (18,617) | $ (34,134) | $ (38,501) |
Other comprehensive income, net of tax: | ||||
Foreign currency translation adjustment | 76 | 4 | 110 | 182 |
Net change in unrealized gain on investments | 1 | 23 | 2 | 104 |
Other comprehensive income, net of tax | 77 | 27 | 112 | 286 |
Comprehensive loss | $ (16,856) | $ (18,590) | $ (34,022) | $ (38,215) |
Condensed Consolidated Stateme6
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2017 | Jun. 30, 2016 | |
Operating activities | ||
Net loss | $ (34,134) | $ (38,501) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 4,088 | 3,245 |
Stock-based compensation expense | 4,775 | 7,447 |
Amortization of developed technology | 5,600 | 5,600 |
Other non-cash items | (417) | 554 |
Changes in assets and liabilities: | ||
Accounts receivable, net | 921 | 6,011 |
Inventories | 1,122 | (860) |
Prepaid expenses and other current assets | (2,169) | (171) |
Other non-current assets | 1,388 | (133) |
Accounts payable | 248 | (980) |
Deferred revenue | (416) | 416 |
Other current liabilities | 4,879 | 2,824 |
Other non-current liabilities | (2,663) | (598) |
Net cash used in operating activities | (16,778) | (15,146) |
Investing activities | ||
Purchases of investments | (1,452) | (34,559) |
Proceeds from sales and maturities of investments | 23,375 | 56,387 |
Proceeds from sale of investment in Verinata | 0 | 2,330 |
Purchases of property and equipment | (834) | (2,662) |
Net cash provided by investing activities | 21,089 | 21,496 |
Financing activities | ||
Payments related to tax withholding for share-based compensation | (46) | |
Proceeds from exercise of stock options, net of taxes paid | 134 | |
Net cash (used in) provided by financing activities | (46) | 134 |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | 287 | 297 |
Net increase in cash and cash equivalents | 4,552 | 6,781 |
Cash and cash equivalents at beginning of period | 35,045 | 29,117 |
Cash and cash equivalents at end of period | $ 39,597 | $ 35,898 |
Description of Business
Description of Business | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Description of Business | Description of Business Fluidigm Corporation (we, our, or us) was incorporated in the State of California in May 1999 to commercialize microfluidic technology initially developed at the California Institute of Technology. In July 2007, we were reincorporated in Delaware. Our headquarters are located in South San Francisco, California. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and following the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2016 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as our annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of our financial information. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any other future year. All intercompany accounts and transactions have been eliminated upon consolidation. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, including critical accounting policies or estimates related to revenue recognition, income tax provisions, stock-based compensation, inventory valuation, allowances for doubtful accounts, and useful lives of long-lived assets. We base our estimates on historical experience and on various relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the accompanying notes in Item 8 of Part II, "Financial Statements and Supplementary Data," for the year ended December 31, 2016 included in our Annual Report on Form 10-K. Net Loss per Share Our basic and diluted net loss per share is calculated by dividing net loss by the weighted-average number of shares of common stock outstanding for the period. Restricted stock units and options to purchase common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented. The following potentially dilutive common shares were excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2017 and 2016 because they would have been anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options, restricted stock units and performance awards 4,528 4,835 4,528 4,835 Convertible notes 3,598 3,598 3,598 3,598 Total 8,126 8,433 8,126 8,433 Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, 2017 are summarized as follows (in thousands): Foreign Currency Translation Adjustment Net Unrealized Gain (Loss) on Securities Accumulated Other Comprehensive Loss Balance at December 31, 2016 $ (758 ) $ (2 ) $ (760 ) Other comprehensive income 34 1 35 Balance at March 31, 2017 (724 ) (1 ) (725 ) Other comprehensive income 76 1 77 Balance at June 30, 2017 $ (648 ) $ — $ (648 ) De minimus amounts of unrealized gains and losses have been reclassified into the condensed consolidated statement of operations for the three and six months ended June 30, 2017. The tax effect of each component of other comprehensive income was immaterial for the three and six months ended June 30, 2017. Investment, at cost In February 2013, Illumina, Inc. acquired Verinata Health, Inc. (Verinata), a privately-held company, for $350 million in cash and up to an additional $100 million in milestone payments through December 2015. In March 2013, we received cash proceeds of $3.1 million in exchange for our ownership interest in Verinata resulting in a gain of $1.8 million . During the third quarter of 2014, we received cash proceeds of $0.3 million from the escrow account related to the acquisition. We recorded these amounts as "Gain from sale of investment in Verinata" in the consolidated statements of operations for the year ended December 31, 2014. The final milestones related to the sale of Verinata to Illumina were met in December 2015 and, accordingly, we recorded our share of these milestone payment obligations in the amount of $2.3 million in Gain from sale of investment in Verinata in the consolidated statement of operations for the year ended December 31, 2015. In January 2016, we received the payment of $2.3 million and it was recorded in net cash provided by investing activities in the condensed consolidated statement of cash flows. Long-lived Assets, including Goodwill Goodwill and intangible assets with indefinite lives are not subject to amortization, but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. We first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we then conduct a two-step test for impairment of goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. If the fair value of our reporting unit exceeds its carrying value, goodwill is not considered impaired and no further analysis is required. If the carrying value of the reporting unit exceeds its fair value, then the second step of the impairment test must be performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. We evaluate our finite lived intangible assets for indicators of possible impairment when events or changes in circumstances indicate the carrying amount of an asset may not be recoverable. If any indicator of impairment exists, we assess the recoverability of the affected intangible assets by determining whether the carrying value of the asset can be recovered through undiscounted future operating cash flows. If impairment is indicated, we estimate the asset’s fair value using future discounted cash flows associated with the use of the asset, and adjust the carrying value of the asset accordingly. Recent Accounting Changes and Accounting Pronouncements Adoption of New Accounting Guidance In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this standard in the first quarter of 2017. The adoption of this ASU did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payments, including changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows of employee taxes paid when an employer withholds shares for tax-withholding purposes. We adopted this standard in the first quarter of 2017 by recording the cumulative impact of applying this guidance to retained earnings. We also elected to account for forfeitures as they occur, as permitted by ASU 2016-09. The adoption of this ASU did not have a material impact on our consolidated financial statements. See Note 9 for the impact on deferred tax assets. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09 regarding ASC (Topic 606) Revenue from Contracts with Customers. ASU 2014-09 provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-12 provides narrow scope improvements and practical expedients related to ASU 2014-09. The improvements address completed contracts and contract modifications at transition, non-cash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectability when determining whether a transaction represents a valid contract. On July 7, 2015, the FASB amended ASU 2014-09 to defer the effective date by one year with early adoption permitted as of the original effective date. ASU 2014-09 and ASU 2016-12 will be effective for our fiscal year beginning January 1, 2018, with early adoption permitted. While we have not completed our assessment of the new revenue recognition standard, we currently expect that this new standard will not have a material impact on our consolidated financial statements. We currently expect to adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective method. We will continue to monitor additional modifications, clarifications or interpretations undertaken by the FASB that may impact our current conclusions. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). This ASU requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. ASU 2016-02 will be effective for our fiscal year beginning January 1, 2019 and early adoption is permitted. We are currently evaluating the accounting, transition, and disclosure requirements of the standard. We have not yet determined whether we will elect early adoption of the standard and cannot currently estimate the financial statement impact of adoption. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force, amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. ASU 2016-18 will be effective for our fiscal year beginning January 1, 2018, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance intends to simplify the subsequent measurement of goodwill. The ASU eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The ASU will be effective for annual and interim goodwill impairment testing performed for our fiscal year beginning January 1, 2020, with early adoption permitted. We are currently evaluating the adoption of this ASU and cannot estimate the financial statement impact of adoption. There have been no other changes in accounting standards issued by the FASB during the three and six months ended June 30, 2017 |
Convertible Notes
Convertible Notes | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Convertible Notes | Convertible Notes On February 4, 2014, we closed an underwritten public offering of $201.3 million aggregate principal amount of our 2.75% Senior Convertible Notes due 2034 (Notes) pursuant to an underwriting agreement, dated January 29, 2014. The Notes accrue interest at a rate of 2.75% per year, payable semi-annually in arrears on February 1 and August 1 of each year. The Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the Notes. The initial conversion rate of the Notes is 17.8750 shares of our common stock, par value $0.001 per share, per $1,000 principal amount of Notes (which is equivalent to an initial conversion price of approximately $55.94 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events. Holders may surrender their Notes for conversion at any time prior to the stated maturity date. On or after February 6, 2018 and prior to February 6, 2021, we may redeem any or all of the Notes in cash if the closing price of our common stock exceeds 130% of the conversion price for a specified number of days, and on or after February 6, 2021, we may redeem any or all of the Notes in cash without any such condition. The redemption price of the Notes will equal 100% of the principal amount of the Notes plus accrued and unpaid interest. Holders may require us to repurchase all or a portion of their Notes on each of February 6, 2021, February 6, 2024, and February 6, 2029 at a repurchase price in cash equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. If we undergo a fundamental change, as defined in the terms of the Notes, holders may require us to repurchase the Notes in whole or in part for cash at a repurchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. In February 2014, we received $195.2 million , net of underwriting discounts, from the issuance of the Notes and incurred approximately $1.1 million in offering-related expenses. The underwriting discount of $6.0 million and the debt issuance costs of $1.1 million were recorded as offsets to the proceeds. In February 2014, we used $113.2 million of the net proceeds to fund the cash portion of the consideration payable by us in connection with our acquisition of DVS Sciences, Inc. (now Fluidigm Sciences Inc.). Interest expense related to the Notes was approximately $1.5 million for both the three months ended June 30, 2017 and 2016 , respectively. Interest expense related to the Notes was $2.9 million approximately for both the six months ended June 30, 2017 and 2016 , respectively. Approximately $2.8 million of interest under the Notes became due and was paid during each of the six months ended June 30, 2017 and 2016 , respectively. The carrying values of the components of the Notes are as follows (in thousands): June 30, 2017 December 31, 2016 Principal amount of Notes $ 201,250 $ 201,250 Unamortized debt discount (5,209 ) (5,330 ) Unamortized debt issuance cost (947 ) (969 ) Net carrying value of convertible notes $ 195,094 $ 194,951 |
Intangible Assets, net
Intangible Assets, net | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, net | Intangible Assets, net Intangible assets include developed technology as a result of the DVS acquisition and other intangible assets included in Other non-current assets. Intangible assets, net were as follows (in thousands): June 30, 2017 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (37,800 ) $ 74,200 10.0 years Patents and licenses 11,274 (5,124 ) 6,150 7.9 years Total intangible assets, net $ 123,274 $ (42,924 ) $ 80,350 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 In connection with the acquisition of DVS in February 2014, we acquired developed technology with a gross fair value of $112.0 million . These acquired intangible assets are being amortized to cost of product revenue over their useful life of ten years. Related amortization for the three and six months ended June 30, 2017 was $2.8 million and $5.6 million , respectively. Related amortization expense for the three and six months ended June 30, 2016 was $2.8 million and $5.6 million , respectively. Based on the carrying value of intangible assets as of June 30, 2017 , the annual amortization expense for intangible assets is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2017 (remainder of the year) $ 6,200 2018 12,333 2019 12,242 2020 12,242 2021 12,087 Thereafter 25,246 $ 80,350 |
Balance Sheet Details
Balance Sheet Details | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Inventories Inventories consist of the following (in thousands): June 30, 2017 December 31, 2016 Raw materials $ 8,421 $ 8,919 Work-in-process 1,590 1,742 Finished goods 8,754 9,453 Total inventories, net $ 18,765 $ 20,114 Property and Equipment, net Property and equipment, net consisted of the following (in thousands): June 30, 2017 December 31, 2016 Computer equipment and software $ 5,779 $ 5,497 Laboratory and manufacturing equipment 24,402 23,670 Leasehold improvements 8,940 8,747 Office furniture and fixtures 2,150 2,084 Property and equipment, gross 41,271 39,998 Less accumulated depreciation and amortization (27,420 ) (24,084 ) Construction-in-progress 115 611 Property and equipment, net $ 13,966 $ 16,525 Warranty We accrue for estimated warranty obligations at the time of product shipment. Management periodically reviews the estimated fair value of its warranty liability and records adjustments based on the terms of warranties provided to customers, historical and anticipated warranty claim experience. Activity for our warranty accrual for the three and six months ended June 30, 2017 and 2016 , which is included in other accrued liabilities, is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Beginning balance $ 864 $ 1,056 $ 1,023 $ 1,076 Accrual for current period warranties 19 163 187 288 Warranty costs incurred (177 ) (173 ) (504 ) (318 ) Ending balance $ 706 $ 1,046 $ 706 $ 1,046 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Instruments | Fair Value of Financial Instruments The following tables summarize our cash and available-for-sale securities by significant category within the fair value hierarchy (in thousands): June 30, 2017 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Assets: Cash $ 15,411 $ — $ — $ 15,411 $ 15,411 $ — Available-for-sale: Level I: Money market funds 12,388 — — 12,388 12,388 — Level II: U.S. government and agency securities 14,232 1 (1 ) 14,232 11,798 2,434 Total $ 42,031 $ 1 $ (1 ) $ 42,031 $ 39,597 $ 2,434 December 31, 2016 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-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 There were no transfers between Level I and Level II measurements during the six months ended June 30, 2017 and 2016 , and there were no changes in the valuation techniques used. The contractual maturity periods of $2.4 million of our marketable debt securities are within one year from June 30, 2017 . None of our available-for-sale securities have been in a continuous loss position for more than 12 months. We concluded that the declines in market value of our available-for-sale securities investment portfolio were temporary in nature and did not consider any of our investments to be other-than-temporarily impaired. The estimated fair value of the Convertible Notes is based on a market approach (See Note 3). The estimated fair value was approximately $125.0 million and $139.7 million (par value $201.3 million ) as of June 30, 2017 and December 31, 2016 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Operating Leases We have entered into various long-term non-cancelable operating lease agreements for equipment and facilities expiring at various times through 2026. We leased office space under non-cancelable leases in the United States, Canada, Singapore, Japan, China, France and United Kingdom, with various expiration dates through March 2026. Certain facility leases also contain rent escalation clauses. Our lease payments are expensed on a straight-line basis over the life of the leases. Rental expense under operating leases, net of amortization of lease incentives and sublease income for the three and six months ended June 30, 2017 was $1.0 million and $2.6 million , respectively. Rental expense under operating leases, net of amortization of lease incentive and sublease income for the three and six months ended June 30, 2016 was $1.8 million and $3.3 million , respectively. Future minimum lease payments and minimum sublease income under non-cancelable operating leases as of June 30, 2017 are as follows (in thousands): Fiscal Year Minimum Lease Payments Minimum Sublease Income 2017 (remainder of the year) $ 2,374 $ (532 ) 2018 4,507 (740 ) 2019 4,532 (523 ) 2020 2,307 (181 ) 2021 1,233 — Thereafter 2,701 — Total $ 17,654 $ (1,976 ) Indemnifications From time to time, we have entered into indemnification provisions under certain of our agreements in the ordinary course of business, typically with business partners, customers, and suppliers. Pursuant to these agreements, we may indemnify, hold harmless, and agree to reimburse the indemnified parties on a case-by-case basis for losses suffered or incurred by the indemnified parties in connection with any patent or other intellectual property infringement claim by any third party with respect to our products. The term of these indemnification provisions is generally perpetual from the time of the execution of the agreement. The maximum potential amount of future payments we could be required to make under these indemnification provisions is typically not limited to a specific amount. In addition, we have entered into indemnification agreements with our officers, directors, and certain other employees. With certain exceptions, these agreements provide for indemnification for related expenses including, among others, attorneys' fees, judgments, fines and settlement amounts incurred by any of these individuals in any action or proceeding. Since October 2015, we have been incurring legal expenses to defend claims by Thermo Fisher Scientific, Inc., (Thermo) against one of our employees. On December 21, 2015, Thermo filed a complaint in the Circuit Court for the County of Kalamazoo, Michigan against one of its former employees who had recently been hired by us alleging, among other claims, misappropriation of proprietary information and breach of contractual and fiduciary obligations to Thermo while still an employee of Thermo. On November 23, 2016, Thermo amended its complaint to add us as a party to the litigation, making various commercial and employment-related claims and seeking damages and injunctive relief. In July 2017, we entered into a settlement agreement with Thermo. Pursuant to the terms of the settlement agreement, we agreed to pay Thermo a one-time payment of $3.0 million in exchange for a release and dismissal of all claims with prejudice upon payment of the settlement. As a result of this settlement, in the second quarter of 2017, we accrued an additional $1.0 million of legal expense. This results in an accrued amount of $2.0 million as of June 30, 2017, net of a $1.0 million insurance recovery receivable related to this matter. Contingencies |
Stock-Based Compensation
Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2017 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Compensation | Stock-Based Compensation During the three and six months ended June 30, 2017 , we granted certain employees options to purchase 44,500 and 764,313 shares of common stock, respectively. The options granted during the three months ended June 30, 2017 had exercise prices ranging from $4.94 to $5.87 and a total grant date fair value of $0.2 million . The options granted during the six months ended June 30, 2017 had exercise prices ranging from $4.94 to $6.78 and a total grant date fair value of $4.7 million . During the three and six months ended June 30, 2017 , we granted certain employees 53,380 and 584,790 restricted stock units. The restricted stock units granted during the three months ended June 30, 2017 had fair market values ranging from $4.94 to $5.87 and a total grant date fair value of $0.3 million . The restricted stock units granted during the six months ended June 30, 2017 had a fair market value ranging from $4.94 and $6.78 and a total grant date fair value of $3.7 million . The expenses relating to these options and restricted stock units will be recognized over their respective four -year vesting periods. We recognized stock-based compensation expense of $2.3 million and $4.8 million during the three and six months ended June 30, 2017 , respectively. We recognized stock-based compensation expense of $3.7 million and $7.4 million during the three and six months ended June 30, 2016, respectively. As of June 30, 2017 , we had $5.1 million and $11.4 million of unrecognized stock-based compensation expense related to stock options and restricted stock units, respectively, which are expected to be recognized over a weighted average period of 2.7 years and 2.5 years, respectively. In 2016, we granted 184,050 and 87,620 performance-based stock options and performance-based restricted stock units (each, a “performance award”), respectively, to executive officers and employees, which were accounted for as equity awards. The number of performance awards that ultimately vest depends on the achievement of certain performance criteria set by the Compensation Committee of the Company’s Board of Directors. The performance-based stock options have an exercise price per share of $7.10 . We recognize stock-based compensation expense over the vesting period of the performance awards when achievement of the performance criteria becomes probable. We did not recognize any expense related to these performance awards in 2017 and 2016 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The benefit for income taxes for the periods presented differs from the 34% U.S. Federal statutory rate primarily due to maintaining a valuation allowance for deferred tax assets, which primarily consist of net operating loss carryforwards. We recorded a tax benefit of $0.8 million and $2.6 million for the three and six months ended June 30, 2017 , respectively, which was primarily attributable to the amortization of our acquisition-related deferred tax liability and net operating loss from Canadian operations, partially offset by a tax provision and discrete items from our foreign operations. We recorded a tax benefit of $1.0 million and $1.8 million for the three and six months ended June 30, 2016, respectively, which was primarily attributable to the amortization of our acquisition-related deferred tax liability, partially offset by a tax provision and discrete items from our foreign operations. Upon adoption of ASU 2016-09 (see Note 2), we recorded to the opening balance of retained earnings $9.3 million in deferred tax assets for previously unrecognized excess tax benefits that existed as of January 1, 2017, and a corresponding increase of $9.3 million in valuation allowances against these deferred tax assets as substantially all of our U.S. deferred tax assets, net of deferred tax liabilities, were subject to a full valuation allowance. The net impact to retained earnings was zero as a result of these adjustments. |
Information about Geographic Ar
Information about Geographic Areas | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Information about Geographic Areas | Information about Geographic Areas We operate in one reporting segment, which is the development, manufacturing, and commercialization of life science tools. Our chief executive officer manages our operations and evaluates our financial performance on a consolidated basis. For purposes of allocating resources and evaluating regional financial performance, our chief executive officer reviews separate sales information for the different regions of the world. Our general and administrative expenses and our research and development expenses are not allocated to any specific region. Most of our principal operations, other than manufacturing, and our decision-making functions are located at our corporate headquarters in the United States. The following table presents the total revenue by geographic area of our customers for each period presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 United States $ 11,674 $ 13,839 $ 23,505 $ 27,013 Europe 7,748 8,461 15,384 17,786 Asia-Pacific 3,866 3,983 8,853 9,991 Other 624 1,885 1,703 2,381 Total revenue $ 23,912 $ 28,168 $ 49,445 $ 57,171 No individual customer represented more than 10% of our total revenues for the three and six months ended June 30, 2017 and 2016 . Revenue from sales to customers in China represented 12% of our total revenue, or $2.8 million , and 11% of our total revenue, or $5.2 million for the three and six months ended June 30, 2017 , respectively. Revenue from sales to customers in the United Kingdom represented 12% of our total revenues, or $3.0 million for the three months ended June 30, 2017. Revenue from sales to customers in China represented 10% of our total revenue, or $2.8 million , and 11% of our total revenue, or $6.1 million for the three and six months ended June 30, 2016 , respectively. Revenue from sales to customers in the United Kingdom was less than 10% of our total revenue for the six months ended June 30, 2017 as well as for the three and six months ended June 30, 2016 . Except for China and United Kingdom, no other foreign location accounted for sales in excess of 10% of our total revenue during the three and six months ended June 30, 2017 and 2016 |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Tax Benefit Preservation Plan On August 1, 2017, the Tax Benefit Preservation Plan (Tax Plan) dated as of November 21, 2016 expired and all of the preferred share purchase rights distributed to the holders of our common stock pursuant to the Tax Plan expired. 2017 Employee Stock Purchase Plan We held our 2017 annual meeting of stockholders on August 1, 2017 (Annual Meeting). At the Annual Meeting, our stockholders approved the 2017 Employee Stock Purchase Plan (ESPP). A total of 1,000,000 shares of our common stock is reserved for issuance under the ESPP. Unless the administrator determines otherwise, each offering period under our ESPP has a duration of approximately six months during which an option granted pursuant to the ESPP may be exercised, (i) commencing on the first trading day on or after May 31 and November 30 of each year and terminating on or after May 31 and November 30, approximately six months later. The purchase price at which shares are sold under the ESPP is 85% of the lower of the fair market value of a share of our common stock on (1) the first day of the offering period, or (2) the last day of the offering period. At-The-Market Offering On August 3, 2017, we entered into a Sales Agreement with Cowen and Company, LLC (Cowen) to sell shares of our common stock having aggregate sales proceeds of up to $30 million , from time to time, through an “at the market” equity offering program under which Cowen will act as sales agent. Under the Sales Agreement, we set the parameters for the sale of shares, including the number of shares to be issued, the time period during which sales are requested to be made, limitation on the number of shares that may be sold in any one trading day and any minimum price below which sales may not be made. Subject to the terms and conditions of the Sales Agreement, Cowen may sell the shares by methods deemed to be an “at-the-market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended, including sales made (i) directly on The NASDAQ Global Select Market, (ii) on any other existing trading market for the common stock or (iii) to or through a market maker. Cowen will use commercially reasonable efforts in conducting such sales activities consistent with its normal trading and sales practices, applicable state and federal laws, rules and regulations and the rules of The NASDAQ Global Select Market. The Sales Agreement may be terminated by us upon five days’ notice to Cowen for any reason or by Cowen upon five days’ notice to us for any reason or immediately under certain circumstances, including but not limited to the occurrence of a material adverse change in the Company. Under the terms of the Sales Agreement, we may also sell shares to Cowen acting as principal for Cowen’s own account at prices agreed upon at the time of sale. The Sales Agreement provides that Cowen will be entitled to compensation for its services that will not exceed, but may be lower than, 3% of the gross sales price per share of all shares sold through Cowen under the Sales Agreement. We have no obligation to sell any shares under the Sales Agreement, and may at any time suspend solicitation and offers under the Sales Agreement. |
Summary of Significant Accoun18
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (U.S. GAAP) and following the requirements of the Securities and Exchange Commission (SEC) for interim reporting. As permitted under those rules, certain footnotes or other financial information that are normally required by U.S. GAAP have been condensed or omitted, and accordingly the balance sheet as of December 31, 2016 has been derived from audited consolidated financial statements at that date but does not include all of the information required by U.S. GAAP for complete financial statements. These financial statements have been prepared on the same basis as our annual financial statements and, in the opinion of management, reflect all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair statement of our financial information. The results of operations for the three and six months ended June 30, 2017 are not necessarily indicative of the results to be expected for the year ending December 31, 2017 or for any other interim period or for any other future year. All intercompany accounts and transactions have been eliminated upon consolidation. The preparation of these condensed consolidated financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. On an ongoing basis, we evaluate our estimates, including critical accounting policies or estimates related to revenue recognition, income tax provisions, stock-based compensation, inventory valuation, allowances for doubtful accounts, and useful lives of long-lived assets. We base our estimates on historical experience and on various relevant assumptions that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ significantly from these estimates. The accompanying condensed consolidated financial statements and related financial information should be read in conjunction with the audited consolidated financial statements and the accompanying notes in Item 8 of Part II, "Financial Statements and Supplementary Data," for the year ended December 31, 2016 |
Net Loss per Share | Net Loss per Share |
Long-lived Assets, including Goodwill | Long-lived Assets, including Goodwill Goodwill and intangible assets with indefinite lives are not subject to amortization, but are tested for impairment on an annual basis during the fourth quarter or whenever events or changes in circumstances indicate the carrying amount of these assets may not be recoverable. We first conduct an assessment of qualitative factors to determine whether it is more likely than not that the fair value of our reporting unit is less than its carrying amount. If we determine that it is more likely than not that the fair value of our reporting unit is less than its carrying amount, we then conduct a two-step test for impairment of goodwill. In the first step, we compare the fair value of our reporting unit to its carrying value. If the fair value of our reporting unit exceeds its carrying value, goodwill is not considered impaired and no further analysis is required. If the carrying value of the reporting unit exceeds its fair value, then the second step of the impairment test must be performed in order to determine the implied fair value of the goodwill. If the carrying value of the goodwill exceeds its implied fair value, then an impairment loss equal to the difference would be recorded. |
Recent Accounting Changes and Accounting Pronouncements | Recent Accounting Changes and Accounting Pronouncements Adoption of New Accounting Guidance In July 2015, the FASB issued ASU 2015-11 Inventory (Topic 330): Simplifying the Measurement of Inventory, which changes the measurement principle for inventory from the lower of cost or market to the lower of cost or net realizable value. ASU 2015-11 defines net realizable value as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal, and transportation. We adopted this standard in the first quarter of 2017. The adoption of this ASU did not have a material impact on our consolidated financial statements. In March 2016, the FASB issued ASU 2016-09 Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting. This ASU simplifies several aspects of the accounting for share-based payments, including changing the threshold to qualify for equity classification up to the employees’ maximum statutory tax rates, allowing an entity-wide accounting policy election to either estimate the number of awards that are expected to vest or account for forfeitures as they occur, and clarifying the classification on the statement of cash flows of employee taxes paid when an employer withholds shares for tax-withholding purposes. We adopted this standard in the first quarter of 2017 by recording the cumulative impact of applying this guidance to retained earnings. We also elected to account for forfeitures as they occur, as permitted by ASU 2016-09. The adoption of this ASU did not have a material impact on our consolidated financial statements. See Note 9 for the impact on deferred tax assets. Recent Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standard Update (ASU) 2014-09 regarding ASC (Topic 606) Revenue from Contracts with Customers. ASU 2014-09 provides principles for recognizing revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. ASU 2016-12 provides narrow scope improvements and practical expedients related to ASU 2014-09. The improvements address completed contracts and contract modifications at transition, non-cash consideration, the presentation of sales taxes and other taxes collected from customers, and assessment of collectability when determining whether a transaction represents a valid contract. On July 7, 2015, the FASB amended ASU 2014-09 to defer the effective date by one year with early adoption permitted as of the original effective date. ASU 2014-09 and ASU 2016-12 will be effective for our fiscal year beginning January 1, 2018, with early adoption permitted. While we have not completed our assessment of the new revenue recognition standard, we currently expect that this new standard will not have a material impact on our consolidated financial statements. We currently expect to adopt ASU 2014-09 in the first quarter of 2018 using the modified retrospective method. We will continue to monitor additional modifications, clarifications or interpretations undertaken by the FASB that may impact our current conclusions. In February 2016, the FASB issued ASU 2016-02 Leases (Topic 842). This ASU requires lessees to recognize a right-of-use asset and a lease liability on the balance sheet for all leases with the exception of short-term leases. For lessees, leases will continue to be classified as either operating or finance leases in the income statement. Lessor accounting is similar to the current model but updated to align with certain changes to the lessee model. Lessors will continue to classify leases as operating, direct financing or sales-type leases. ASU 2016-02 will be effective for our fiscal year beginning January 1, 2019 and early adoption is permitted. We are currently evaluating the accounting, transition, and disclosure requirements of the standard. We have not yet determined whether we will elect early adoption of the standard and cannot currently estimate the financial statement impact of adoption. In November 2016, the FASB issued ASU 2016-18 Statement of Cash Flows (Topic 230): Restricted Cash, a consensus of the FASB’s Emerging Issues Task Force, amending the presentation of restricted cash within the statement of cash flows. The new guidance requires that restricted cash be included within cash and cash equivalents on the statement of cash flows. ASU 2016-18 will be effective for our fiscal year beginning January 1, 2018, with early adoption permitted. The adoption of this ASU is not expected to have a material impact on our consolidated financial statements. In January 2017, the FASB issued ASU 2017-04, Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The new guidance intends to simplify the subsequent measurement of goodwill. The ASU eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity will perform its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The ASU will be effective for annual and interim goodwill impairment testing performed for our fiscal year beginning January 1, 2020, with early adoption permitted. We are currently evaluating the adoption of this ASU and cannot estimate the financial statement impact of adoption. There have been no other changes in accounting standards issued by the FASB during the three and six months ended June 30, 2017 that are expected to have a material impact on our financial position, results of operations or cash flows. |
Summary of Significant Accoun19
Summary of Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Accounting Policies [Abstract] | |
Summary of potential common shares excluded from computations of diluted net loss per share attributed to common stockholders | The following potentially dilutive common shares were excluded from the computation of diluted net loss per share for the three and six months ended June 30, 2017 and 2016 because they would have been anti-dilutive (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Stock options, restricted stock units and performance awards 4,528 4,835 4,528 4,835 Convertible notes 3,598 3,598 3,598 3,598 Total 8,126 8,433 8,126 8,433 |
Summary of comprehensive loss | The components of accumulated other comprehensive loss, net of tax, for the three and six months ended June 30, 2017 are summarized as follows (in thousands): Foreign Currency Translation Adjustment Net Unrealized Gain (Loss) on Securities Accumulated Other Comprehensive Loss Balance at December 31, 2016 $ (758 ) $ (2 ) $ (760 ) Other comprehensive income 34 1 35 Balance at March 31, 2017 (724 ) (1 ) (725 ) Other comprehensive income 76 1 77 Balance at June 30, 2017 $ (648 ) $ — $ (648 ) |
Convertible Notes (Tables)
Convertible Notes (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The carrying values of the components of the Notes are as follows (in thousands): June 30, 2017 December 31, 2016 Principal amount of Notes $ 201,250 $ 201,250 Unamortized debt discount (5,209 ) (5,330 ) Unamortized debt issuance cost (947 ) (969 ) Net carrying value of convertible notes $ 195,094 $ 194,951 |
Intangible Assets, net (Tables)
Intangible Assets, net (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | Intangible assets include developed technology as a result of the DVS acquisition and other intangible assets included in Other non-current assets. Intangible assets, net were as follows (in thousands): June 30, 2017 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (37,800 ) $ 74,200 10.0 years Patents and licenses 11,274 (5,124 ) 6,150 7.9 years Total intangible assets, net $ 123,274 $ (42,924 ) $ 80,350 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 |
Schedule of future amortization expense of intangible assets | Based on the carrying value of intangible assets as of June 30, 2017 , the annual amortization expense for intangible assets is expected to be as follows (in thousands): Fiscal Year Amortization Expense 2017 (remainder of the year) $ 6,200 2018 12,333 2019 12,242 2020 12,242 2021 12,087 Thereafter 25,246 $ 80,350 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventories | Inventories consist of the following (in thousands): June 30, 2017 December 31, 2016 Raw materials $ 8,421 $ 8,919 Work-in-process 1,590 1,742 Finished goods 8,754 9,453 Total inventories, net $ 18,765 $ 20,114 |
Property, plant and equipment, net | Property and equipment, net consisted of the following (in thousands): June 30, 2017 December 31, 2016 Computer equipment and software $ 5,779 $ 5,497 Laboratory and manufacturing equipment 24,402 23,670 Leasehold improvements 8,940 8,747 Office furniture and fixtures 2,150 2,084 Property and equipment, gross 41,271 39,998 Less accumulated depreciation and amortization (27,420 ) (24,084 ) Construction-in-progress 115 611 Property and equipment, net $ 13,966 $ 16,525 |
Schedule of warranty accrual | Activity for our warranty accrual for the three and six months ended June 30, 2017 and 2016 , which is included in other accrued liabilities, is summarized below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 Beginning balance $ 864 $ 1,056 $ 1,023 $ 1,076 Accrual for current period warranties 19 163 187 288 Warranty costs incurred (177 ) (173 ) (504 ) (318 ) Ending balance $ 706 $ 1,046 $ 706 $ 1,046 |
Fair Value of Financial Instr23
Fair Value of Financial Instruments (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Fair Value Disclosures [Abstract] | |
Summary of investments | The following tables summarize our cash and available-for-sale securities by significant category within the fair value hierarchy (in thousands): June 30, 2017 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Assets: Cash $ 15,411 $ — $ — $ 15,411 $ 15,411 $ — Available-for-sale: Level I: Money market funds 12,388 — — 12,388 12,388 — Level II: U.S. government and agency securities 14,232 1 (1 ) 14,232 11,798 2,434 Total $ 42,031 $ 1 $ (1 ) $ 42,031 $ 39,597 $ 2,434 December 31, 2016 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-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 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of future minimum lease payments | Future minimum lease payments and minimum sublease income under non-cancelable operating leases as of June 30, 2017 are as follows (in thousands): Fiscal Year Minimum Lease Payments Minimum Sublease Income 2017 (remainder of the year) $ 2,374 $ (532 ) 2018 4,507 (740 ) 2019 4,532 (523 ) 2020 2,307 (181 ) 2021 1,233 — Thereafter 2,701 — Total $ 17,654 $ (1,976 ) |
Information about Geographic 25
Information about Geographic Areas (Tables) | 6 Months Ended |
Jun. 30, 2017 | |
Segment Reporting [Abstract] | |
Product revenue by geography based on billing address of customers | The following table presents the total revenue by geographic area of our customers for each period presented (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2017 2016 2017 2016 United States $ 11,674 $ 13,839 $ 23,505 $ 27,013 Europe 7,748 8,461 15,384 17,786 Asia-Pacific 3,866 3,983 8,853 9,991 Other 624 1,885 1,703 2,381 Total revenue $ 23,912 $ 28,168 $ 49,445 $ 57,171 |
Description of Business (Detail
Description of Business (Details) | 6 Months Ended |
Jun. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Incorporation of the company | May 11, 1999 |
Reincorporation of the company | 2007-07 |
Summary of Significant Accoun27
Summary of Significant Accounting Policies - Potential Common Shares Excluded from Computations of Diluted Net Loss Per Share Attributed to Common Stockholders (Details) - shares shares in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common shares excluded from the computation of diluted net loss per share (shares) | 8,126 | 8,433 | 8,126 | 8,433 |
Stock options, restricted stock units and performance awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common shares excluded from the computation of diluted net loss per share (shares) | 4,528 | 4,835 | 4,528 | 4,835 |
Convertible notes | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potentially dilutive common shares excluded from the computation of diluted net loss per share (shares) | 3,598 | 3,598 | 3,598 | 3,598 |
Summary of Significant Accoun28
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Mar. 31, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | $ 53,233 | $ 53,233 | |||
Other comprehensive income | $ 77 | $ 27 | 112 | $ 286 | |
Balance at ending period | 23,937 | 23,937 | |||
Foreign Currency Translation Adjustment | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | (724) | (758) | (758) | ||
Other comprehensive income | 76 | 34 | |||
Balance at ending period | (648) | (724) | (648) | ||
Net Unrealized Gain (Loss) on Securities | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | (1) | (2) | (2) | ||
Other comprehensive income | 1 | 1 | |||
Balance at ending period | 0 | (1) | 0 | ||
Accumulated Other Comprehensive Loss | |||||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | |||||
Balance at beginning period | (725) | (760) | (760) | ||
Other comprehensive income | 77 | 35 | |||
Balance at ending period | $ (648) | $ (725) | $ (648) |
Summary of Significant Accoun29
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | |||
Jan. 31, 2016 | Mar. 31, 2013 | Feb. 28, 2013 | Sep. 30, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2015 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Proceeds from sale of investment in Verinata | $ 0 | $ 2,330 | |||||
Verinata | Cost-method Investments | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Aggregate disposal value | $ 350,000 | ||||||
Contingent milestone payment receivable for shareholders in cost method investment | $ 100,000 | $ 2,300 | |||||
Proceeds from sale of investment in Verinata | $ 3,100 | ||||||
Gain on sale of cost method investment | $ 1,800 | $ 300 | |||||
Proceeds from contingent milestone payments | $ 2,300 |
Convertible Notes (Details)
Convertible Notes (Details) - USD ($) | Feb. 04, 2014 | Feb. 28, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 |
Debt Instrument [Line Items] | |||||||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | |||
Interest expense | $ 1,456,000 | $ 1,453,000 | $ 2,911,000 | $ 2,906,000 | |||
Convertible Debt | Senior Convertible Notes due 2034 | |||||||
Debt Instrument [Line Items] | |||||||
Principal amount of Notes | $ 201,300,000 | ||||||
Interest rate on notes | 2.75% | ||||||
Initial conversion rate of notes (shares) | 17.8750 | ||||||
Principal amount of notes | $ 1,000 | ||||||
Initial conversion price of stock (usd per share) | $ 55.94 | ||||||
Debt instrument redemption price when undergo fundamental change (in percent) | 100.00% | ||||||
Proceeds from issuance of convertible notes, net | $ 195,200,000 | ||||||
Debt offering-related expenses | 1,100,000 | ||||||
Underwriting discount | 6,000,000 | ||||||
Interest expense | $ 1,500,000 | $ 1,500,000 | 2,900,000 | 2,900,000 | |||
Interest paid | $ 2,800,000 | $ 2,800,000 | |||||
February 6, 2018 - February 6, 2021 | Convertible Debt | Senior Convertible Notes due 2034 | |||||||
Debt Instrument [Line Items] | |||||||
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price (in percent) | 130.00% | ||||||
On or after February 6, 2021 | Convertible Debt | Senior Convertible Notes due 2034 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price (in percent) | 100.00% | ||||||
February 5, 2021, February 6, 2024, and February 6, 2029 | Convertible Debt | Senior Convertible Notes due 2034 | |||||||
Debt Instrument [Line Items] | |||||||
Debt instrument redemption price (in percent) | 100.00% | ||||||
DVS Sciences, Inc. | |||||||
Debt Instrument [Line Items] | |||||||
Cash payment in a business combination, Gross | $ 113,200,000 |
Convertible Notes - Components
Convertible Notes - Components of Notes (Details) - Convertible Notes Payable - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Principal amount of Notes | $ 201,250 | $ 201,250 |
Unamortized debt discount | (5,209) | (5,330) |
Unamortized debt issuance cost | (947) | (969) |
Net carrying value of convertible notes | $ 195,094 | $ 194,951 |
Intangible Assets, net (Details
Intangible Assets, net (Details) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Feb. 28, 2014 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Fair Value | $ 123,274 | $ 123,274 | $ 123,224 | |||
Accumulated Amortization | (42,924) | (42,924) | (36,733) | |||
Net | 80,350 | 80,350 | 86,491 | |||
Amortization of developed technology | 5,600 | $ 5,600 | ||||
Developed technology | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Fair Value | 112,000 | 112,000 | 112,000 | |||
Accumulated Amortization | (37,800) | (37,800) | (32,200) | |||
Net | 74,200 | $ 74,200 | $ 79,800 | |||
Weighted-Average Amortization Period | 10 years | 10 years | ||||
Useful Life | 10 years | |||||
Amortization of developed technology | 2,800 | $ 2,800 | $ 5,600 | $ 5,600 | ||
Patents and licenses | ||||||
Finite-Lived Intangible Assets [Line Items] | ||||||
Gross Fair Value | 11,274 | 11,274 | $ 11,224 | |||
Accumulated Amortization | (5,124) | (5,124) | (4,533) | |||
Net | $ 6,150 | $ 6,150 | $ 6,691 | |||
Weighted-Average Amortization Period | 7 years 10 months 24 days | 7 years 10 months 24 days |
Intangible Assets, net - Future
Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2017 (remainder of the year) | $ 6,200 | |
2,018 | 12,333 | |
2,019 | 12,242 | |
2,020 | 12,242 | |
2,021 | 12,087 | |
Thereafter | 25,246 | |
Net | $ 80,350 | $ 86,491 |
Balance Sheet Details - Invent
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 8,421 | $ 8,919 |
Work-in-process | 1,590 | 1,742 |
Finished goods | 8,754 | 9,453 |
Inventories | $ 18,765 | $ 20,114 |
Balance Sheet Details - Proper
Balance Sheet Details - Property, Plant and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, excluding construction in process, gross | $ 41,271 | $ 39,998 |
Less accumulated depreciation and amortization | (27,420) | (24,084) |
Construction-in-progress | 115 | 611 |
Property and equipment, net | 13,966 | 16,525 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 5,779 | 5,497 |
Laboratory and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 24,402 | 23,670 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,940 | 8,747 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,150 | $ 2,084 |
Balance Sheet Details - Warran
Balance Sheet Details - Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||||
Beginning balance | $ 864 | $ 1,056 | $ 1,023 | $ 1,076 |
Accrual for current period warranties | 19 | 163 | 187 | 288 |
Warranty costs incurred | (177) | (173) | (504) | (318) |
Ending balance | $ 706 | $ 1,046 | $ 706 | $ 1,046 |
Fair Value of Financial Instr37
Fair Value of Financial Instruments - Summary of Investments and Cash Equivalents (Details) - USD ($) $ in Thousands | Jun. 30, 2017 | Dec. 31, 2016 |
Schedule of Available-for-sale Securities [Line Items] | ||
Carrying Amount | $ 42,031 | $ 59,433 |
Gross Unrealized Gain | 1 | 1 |
Gross Unrealized Loss | (1) | (4) |
Fair Value | 42,031 | 59,430 |
Cash and Cash Equivalents | 39,597 | 35,045 |
Short-Term Marketable Securities | 2,434 | 24,385 |
Cash | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Carrying Amount | 15,411 | 13,984 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 15,411 | 13,984 |
Cash and Cash Equivalents | 15,411 | 13,984 |
Short-Term Marketable Securities | 0 | 0 |
Level 1 | Money market funds | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Carrying Amount | 12,388 | 21,061 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 12,388 | 21,061 |
Cash and Cash Equivalents | 12,388 | 21,061 |
Short-Term Marketable Securities | 0 | 0 |
Level 2 | U.S. government and agency securities | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Carrying Amount | 14,232 | 24,388 |
Gross Unrealized Gain | 1 | 1 |
Gross Unrealized Loss | (1) | (4) |
Fair Value | 14,232 | 24,385 |
Cash and Cash Equivalents | 11,798 | 0 |
Short-Term Marketable Securities | $ 2,434 | $ 24,385 |
Fair Value of Financial Instr38
Fair Value of Financial Instruments - Narrative (Details) $ in Thousands | Jun. 30, 2017USD ($)Investment | Dec. 31, 2016USD ($) |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | $ 2,434 | $ 24,385 |
Number of investments have been in a continuous loss position for more than 12 months | Investment | 0 | |
U.S. government and agency securities | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Short-term investments | $ 2,434 | 24,385 |
Convertible Notes Payable | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Par value of Notes | 201,250 | 201,250 |
Convertible Notes Payable | Level 2 | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Fair value disclosure of Notes | $ 125,000 | $ 139,700 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Details) - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||
Jul. 31, 2017 | Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Loss Contingencies [Line Items] | |||||
Base rent obligations | $ 1 | $ 1.8 | $ 2.6 | $ 3.3 | |
Thermo | |||||
Loss Contingencies [Line Items] | |||||
Legal fees | 1 | ||||
Legal contingency accrual | 2 | $ 2 | |||
Insurance recoveries | $ 1 | ||||
Thermo | Subsequent Event | |||||
Loss Contingencies [Line Items] | |||||
Litigation settlement awarded to other party | $ 3 |
Commitments and Contingencies40
Commitments and Contingencies - Future Minimum Rental Payments (Details) $ in Thousands | Jun. 30, 2017USD ($) |
Commitments and Contingencies Disclosure [Abstract] | |
2017 (remainder of the year) | $ 2,374 |
2,018 | 4,507 |
2,019 | 4,532 |
2,020 | 2,307 |
2,021 | 1,233 |
Thereafter | 2,701 |
Total minimum payments | 17,654 |
Operating Leases, Future Minimum Payments Receivable [Abstract] | |
2017 (remainder of the year) | (532) |
2,018 | (740) |
2,019 | (523) |
2,020 | (181) |
2,021 | 0 |
Thereafter | 0 |
Total | $ 1,976 |
Stock-Based Compensation (Detai
Stock-Based Compensation (Details) - USD ($) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Stock-based compensation | |||||
Stock-based compensation expense | $ 2.3 | $ 3.7 | $ 4.8 | $ 7.4 | |
Stock options | |||||
Stock-based compensation | |||||
Employee stock options granted (shares) | 44,500 | 764,313 | |||
Total grant date fair value | $ 0.2 | $ 4.7 | |||
Vesting period | 4 years | ||||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 5.1 | $ 5.1 | |||
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | 2 years 8 months 12 days | ||||
Stock options | Minimum | |||||
Stock-based compensation | |||||
Exercise price of options granted (usd per share) | $ 4.94 | $ 4.94 | |||
Stock options | Maximum | |||||
Stock-based compensation | |||||
Exercise price of options granted (usd per share) | $ 5.87 | $ 6.78 | |||
Restricted Stock Units (RSUs) | |||||
Stock-based compensation | |||||
Total grant date fair value | $ 0.3 | $ 3.7 | |||
Number of stock units granted (shares) | 53,380 | 584,790 | |||
Vesting period | 4 years | ||||
Total unrecognized compensation cost related to stock-based compensation arrangements | $ 11.4 | $ 11.4 | |||
Unrecognized compensation cost related to stock-based compensation arrangements average recognition period | 2 years 6 months | ||||
Restricted Stock Units (RSUs) | Minimum | |||||
Stock-based compensation | |||||
Weighted average fair value per stock units granted (usd per share) | $ 4.94 | $ 4.94 | |||
Restricted Stock Units (RSUs) | Maximum | |||||
Stock-based compensation | |||||
Weighted average fair value per stock units granted (usd per share) | $ 5.87 | $ 6.78 | |||
Executive officers | Performance-based options | |||||
Stock-based compensation | |||||
Employee stock options granted (shares) | 184,050 | ||||
Exercise price of options granted (usd per share) | $ 7.10 | ||||
Non-executive employees | Performance-based RSUs | |||||
Stock-based compensation | |||||
Number of stock units granted (shares) | 87,620 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | Jan. 01, 2017 | |
Income Taxes [Line Items] | |||||
Tax provision or benefit at federal statutory rate | 34.00% | ||||
Benefit from income taxes | $ 827,000 | $ 1,022,000 | $ 2,608,000 | $ 1,784,000 | |
Accounting Standards Update 2016-09 | |||||
Income Taxes [Line Items] | |||||
Deferred tax assets | $ 9,300,000 | ||||
Deferred tax asset valuation allowance | 9,300,000 | ||||
Retained Earnings | Accounting Standards Update 2016-09 | |||||
Income Taxes [Line Items] | |||||
Cumulative effect of new accounting principle | $ 0 |
Information about Geographic 43
Information about Geographic Areas (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017USD ($) | Jun. 30, 2016USD ($) | Jun. 30, 2017USD ($)segment | Jun. 30, 2016USD ($) | |
Concentration Risk [Line Items] | ||||
Number of reporting segments | segment | 1 | |||
Revenues | $ 23,912 | $ 28,168 | $ 49,445 | $ 57,171 |
Revenue | China | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 12.00% | 10.00% | 11.00% | 11.00% |
Revenues | $ 2,800 | $ 2,800 | $ 5,200 | $ 6,100 |
Revenue | United Kingdom | ||||
Concentration Risk [Line Items] | ||||
Concentration risk percent | 12.00% | |||
Revenues | $ 3,000 |
Information about Geographic 44
Information about Geographic Areas - Product Revenue by Geography (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2017 | Jun. 30, 2016 | Jun. 30, 2017 | Jun. 30, 2016 | |
Total product revenue | ||||
Revenues | $ 23,912 | $ 28,168 | $ 49,445 | $ 57,171 |
United States | ||||
Total product revenue | ||||
Revenues | 11,674 | 13,839 | 23,505 | 27,013 |
Europe | ||||
Total product revenue | ||||
Revenues | 7,748 | 8,461 | 15,384 | 17,786 |
Asia-Pacific | ||||
Total product revenue | ||||
Revenues | 3,866 | 3,983 | 8,853 | 9,991 |
Other | ||||
Total product revenue | ||||
Revenues | $ 624 | $ 1,885 | $ 1,703 | $ 2,381 |
Subsequent Events (Details)
Subsequent Events (Details) - Subsequent Event - USD ($) | Aug. 03, 2017 | Aug. 01, 2017 |
Subsequent Event [Line Items] | ||
Equity offering program, authorized amount | $ 30,000,000 | |
Agreement termination notification period | 5 days | |
Maximum stock issuance costs, percent of gross sales price per share sold | 3.00% | |
2017 Employee Stock Purchase Plan | ||
Subsequent Event [Line Items] | ||
Approximate duration of plan | 6 months | |
Purchase price of common stock, percent | 85.00% | |
ESPP | 2017 Employee Stock Purchase Plan | ||
Subsequent Event [Line Items] | ||
Common stock reserved for future issuance (in shares) | 1,000,000 |