Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | Apr. 30, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | FLDM | |
Entity Registrant Name | FLUIDIGM CORPORATION | |
Entity Central Index Key | 0001162194 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding (shares) | 69,019,934 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Cash and cash equivalents | $ 65,634 | $ 95,401 |
Short-term investments | 9,499 | 0 |
Accounts receivable (net of allowances of $126 at March 31, 2019 and $126 at December 31, 2018) | 19,309 | 16,651 |
Inventories | 13,754 | 13,003 |
Prepaid expenses and other current assets | 3,282 | 2,051 |
Total current assets | 111,478 | 127,106 |
Property and equipment, net | 8,234 | 8,825 |
Operating lease right-of-use asset, net | 7,177 | 0 |
Other non-current assets | 5,850 | 6,208 |
Developed technology, net | 54,600 | 57,400 |
Goodwill | 104,108 | 104,108 |
Total assets | 291,447 | 303,647 |
Current liabilities: | ||
Accounts payable | 6,936 | 4,027 |
Accrued compensation and related benefits | 6,222 | 14,470 |
Operating lease liabilities, current | 3,701 | 0 |
Other accrued liabilities | 4,998 | 7,621 |
Deferred revenue, current | 12,325 | 11,464 |
Total current liabilities | 34,182 | 37,582 |
Convertible notes, net | 49,780 | 172,058 |
Deferred tax liability, net | 13,353 | 13,714 |
Operating lease liabilities, non-current | 5,205 | 0 |
Deferred revenue, non-current | 6,118 | 6,327 |
Other non-current liabilities | 564 | 1,850 |
Total liabilities | 109,202 | 231,531 |
Commitments and contingencies | ||
Stockholders’ equity: | ||
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at March 31, 2019 and December 31, 2018 | 0 | 0 |
Common stock, $0.001 par value, 200,000 shares authorized at March 31, 2019 and December 31, 2018; 68,991 and 49,338 shares issued and outstanding as of March 31, 2019 and December 31, 2018, respectively | 69 | 49 |
Additional paid-in capital | 767,169 | 631,605 |
Accumulated other comprehensive loss | (677) | (687) |
Accumulated deficit | (584,316) | (558,851) |
Total stockholders’ equity | 182,245 | 72,116 |
Total liabilities and stockholders’ equity | $ 291,447 | $ 303,647 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current assets: | ||
Accounts receivable, allowances | $ 126 | $ 126 |
Stockholders’ equity: | ||
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) | 68,991,000 | 49,338,000 |
Common stock, shares outstanding (shares) | 68,991,000 | 49,338,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue: | ||
Total revenue | $ 30,111 | $ 25,248 |
Cost of revenue: | ||
Cost of revenue | 13,121 | 11,820 |
Gross profit | 16,990 | 13,428 |
Research and development | 8,372 | 7,256 |
Selling, general and administrative | 22,824 | 18,805 |
Total operating expenses | 31,196 | 26,061 |
Loss from operations | (14,206) | (12,633) |
Interest expense | (2,701) | (1,889) |
Loss on extinguishment of debt | (9,000) | 0 |
Other income, net | 484 | 92 |
Loss before income taxes | (25,423) | (14,430) |
Income tax benefit (expense) | (42) | 1,183 |
Net loss | $ (25,465) | $ (13,247) |
Net loss per share, basic and diluted (usd per share) | $ (0.44) | $ (0.34) |
Shares used in computing net loss per share, basic and diluted (shares) | 58,411 | 38,856 |
Product revenue | ||
Revenue: | ||
Total revenue | $ 24,827 | $ 20,477 |
Cost of revenue: | ||
Cost of revenue | 11,389 | 10,222 |
Service revenue | ||
Revenue: | ||
Total revenue | 5,284 | 4,771 |
Cost of revenue: | ||
Cost of revenue | $ 1,732 | $ 1,598 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement of Comprehensive Income [Abstract] | ||
Net loss | $ (25,465) | $ (13,247) |
Other comprehensive income, net of tax: | ||
Foreign currency translation adjustment | 8 | 43 |
Net change in unrealized gain (loss) on investments | 2 | (1) |
Other comprehensive income, net of tax | 10 | 42 |
Comprehensive loss | $ (25,455) | $ (13,205) |
Consolidated Statements of Stoc
Consolidated Statements of Stockholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Other Comprehensive (Loss)/Income | Accumulated Deficit |
Beginning Balance (shares) at Dec. 31, 2017 | 38,787 | ||||
Beginning Balance at Dec. 31, 2017 | $ 30,935 | $ 39 | $ 531,666 | $ (574) | $ (500,196) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 105 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | (69) | (69) | |||
Issuance of common stock from option exercises (in shares) | 16 | ||||
Issuance of common stock from option exercises | 72 | 72 | |||
Conversion option on convertible debt | 29,292 | 29,292 | |||
Closing cost related to conversion option | (556) | (556) | |||
Stock-based compensation expense | 1,747 | 1,747 | |||
Net loss | (13,247) | (13,247) | |||
Other comprehensive loss | 42 | 42 | |||
Ending Balance (shares) at Mar. 31, 2018 | 38,908 | ||||
Ending Balance at Mar. 31, 2018 | $ 48,574 | $ 39 | 562,152 | (532) | (513,085) |
Beginning Balance (shares) at Dec. 31, 2018 | 49,338 | 49,338 | |||
Beginning Balance at Dec. 31, 2018 | $ 72,116 | $ 49 | 631,605 | (687) | (558,851) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock on bond conversion (in shares) | 19,460 | ||||
Issuance of common stock on bond conversion | 133,298 | $ 19 | 133,279 | ||
Issuance of restricted stock, net of shares withheld for taxes, and other (in shares) | 140 | ||||
Issuance of restricted stock, net of shares withheld for taxes, and other | $ (176) | $ 1 | (177) | ||
Issuance of common stock from option exercises (in shares) | 53 | 53 | |||
Issuance of common stock from option exercises | $ 255 | 255 | |||
Stock-based compensation expense | 2,207 | 2,207 | |||
Net loss | (25,465) | (25,465) | |||
Other comprehensive loss | $ 10 | 10 | |||
Ending Balance (shares) at Mar. 31, 2019 | 68,991 | 68,991 | |||
Ending Balance at Mar. 31, 2019 | $ 182,245 | $ 69 | $ 767,169 | $ (677) | $ (584,316) |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating activities | ||
Net loss | $ (25,465) | $ (13,247) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization | 1,191 | 1,983 |
Stock-based compensation expense | 2,271 | 1,747 |
Amortization of developed technology | 2,800 | 2,800 |
Amortization of debt discounts, premium and issuance costs | 2,037 | 505 |
Loss on extinguishment of debt | 9,000 | 0 |
Loss on disposal of property and equipment | 70 | 0 |
Other non-cash items | (25) | (563) |
Changes in assets and liabilities: | ||
Accounts receivable, net | (2,483) | (1,278) |
Inventories | (739) | (539) |
Prepaid expenses and other current assets | (1,334) | (552) |
Other non-current assets | 100 | 83 |
Accounts payable | 2,649 | 970 |
Deferred revenue | 650 | 720 |
Other current liabilities | (9,206) | (4,017) |
Other non-current liabilities | (1,646) | (4,788) |
Net cash used in operating activities | (20,130) | (16,176) |
Investing activities | ||
Purchases of investments | (9,491) | (186) |
Purchases of property and equipment | (266) | (77) |
Net cash used in investing activities | (9,757) | (263) |
Financing activities | ||
Payment of debt issuance costs | 0 | (82) |
Proceeds from exercise of stock options | 255 | 71 |
Payments for taxes related to net share settlement of equity awards | (108) | (47) |
Net cash provided by (used in) financing activities | 147 | (58) |
Effect of foreign exchange rate fluctuations on cash and cash equivalents | (27) | 413 |
Net decrease in cash and cash equivalents | (29,767) | (16,084) |
Cash and cash equivalents at beginning of period | 95,401 | 58,056 |
Cash and cash equivalents at end of period | $ 65,634 | $ 41,972 |
Description of Business
Description of Business | 3 Months Ended |
Mar. 31, 2019 | |
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 | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly owned subsidiaries. As of December 31, 2018, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, the United Kingdom, China, and Germany. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. Certain prior period amounts in the condensed consolidated statements of cash flows were reclassified to conform with the current period presentation. These reclassifications were immaterial and did not affect prior period total assets, total liabilities, stockholders' equity, total revenue, total costs and expenses, loss from operations or net loss. 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, options to purchase common stock, and shares associated with the potential conversion of our convertible notes 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 months ended March 31, 2019 , and 2018 because including them would have been anti-dilutive (in thousands): Three Months Ended March 31, 2019 2018 Stock options, restricted stock units and performance awards 4,881 3,254 2018 Convertible Notes — 19,036 2018 Convertible Notes potential make-whole shares at March 31, 2018 — 1,204 2014 Convertible Notes 916 1,364 Total 5,797 24,858 Accumulated Other Comprehensive Loss The components of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2019 , are as follows (in thousands): Foreign Currency Translation Adjustment Net Unrealized Gain on Securities Accumulated Other Comprehensive Loss Balance at December 31, 2018 $ (687 ) $ — $ (687 ) Other comprehensive income 8 — 2 10 Balance at March 31, 2019 $ (679 ) $ 2 $ (677 ) Revenue Recognition We generate revenue primarily from the sale of our products and services. Product revenue is derived from the sale of instruments and consumables, including IFCs, assays and reagents. Service revenue is derived from the sale of instrument service contracts, repairs, installation, training and other specialized product support services. Revenue is reported net of any sales, use and value-added taxes we collect from customers as required by government authorities. We recognize revenue based on the amount of consideration we expect to receive in exchange for the goods and services we transfer to the customer. Our commercial arrangements typically include multiple distinct products and services, and we allocate revenue to these performance obligations based on their relative standalone selling prices. Standalone selling prices (SSP) are generally determined using observable data from recent transactions. In cases where sufficient data is not available, we estimate a product’s SSP using a cost plus a margin approach or by applying a discount to the product’s list price. Product Revenue We recognize product revenue at the point in time when control of the goods passes to the customer and we have an enforceable right to payment. This generally occurs either when the product is shipped from one of our facilities or when it arrives at the customer’s facility, based on the contractual terms. Customers generally do not have a unilateral right to return products after delivery. Invoices are generally issued at shipment and generally become due in 30 to 60 days. We sometimes perform shipping and handling activities after control of the product passes to the customer. We have made an accounting policy election to account for these activities as product fulfillment activities rather than as separate performance obligations. Service Revenue We recognize revenue from repairs, installation, training and other specialized product support services at the point in time the work is completed. Installation and training services are generally billed in advance of service. Repairs and other services are generally billed at the point the work is completed. Revenue associated with instrument service contracts is recognized on a straight-line basis over the life of the agreement, which is generally one to three years. We believe this time-elapsed approach is appropriate for service contracts because we provide services on demand throughout the term of the agreement. Invoices are generally issued in advance of service on a monthly, quarterly, annual or multi-year basis. Payments made in advance of service are reported on our consolidated balance sheet as deferred revenue. Contract Costs Incremental sales commission costs incurred to obtain instrument service contracts are capitalized and amortized to selling, general and administrative expense over the life of the contract, which is generally one to three years. As a practical expedient, we expense sales commissions associated with product support services that are delivered in less than one year as they are incurred. Sales commissions associated with the sale of products are expensed as they are incurred. Product Warranties We generally provide a one-year warranty on our instruments. We accrue for estimated warranty obligations at the time of product shipment. We periodically review our warranty liability and record adjustments based on the terms of warranties provided to customers, and historical and anticipated warranty claim experience. This expense is recorded as a component of cost of product revenue in the condensed consolidated statements of operations. Significant Judgments Applying the revenue recognition practices discussed above often requires significant judgment. Judgment is required when identifying performance obligations, estimating SSP and allocating purchasing consideration in multi-element arrangements and estimating the future amount of our warranty obligations. Moreover, significant judgment is required when interpreting commercial terms and determining when control of goods and services passes to the customer. Any material changes created by errors in judgment could have a material effect on our operating results and overall financial condition. Goodwill, Intangible Assets, and Other Long-lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Our intangible assets include developed technology, patents and licenses. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives. 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 long-lived assets, including finite-lived intangibles, 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 long-lived 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. We did not recognize any impairment of long-lived assets for any of the periods presented herein. Convertible Notes In February 2014, we closed an underwritten public offering of $201.3 million aggregate principal amount of our 2.75% Senior Convertible Notes due 2034 (2014 Notes). In March 2018, we entered into separate privately negotiated transactions with certain holders of our 2014 Notes to exchange $150.0 million in aggregate principal amount of the 2014 Notes for our new 2.75% Exchange Convertible Senior Notes due 2034 (2018 Notes). Following the exchange, approximately $51.3 million in aggregate principal amount of the 2014 Notes were outstanding in addition to $150.0 million in aggregate principal amount of the 2018 Notes. In the first quarter of 2019, the 2018 Notes were converted into 19.5 million shares of common stock and the 2018 Notes were retired. See Note 6 Convertible Notes and Credit Facility for the accounting treatment of the transactions and additional information about the exchange. Recent Accounting Changes and Accounting Pronouncements Adoption of New Accounting Guidance In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize operating leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating; the classification will impact the expense recognition in the income statement. Modified Retrospective Transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We adopted the new standard on January 1, 2019 and used the effective date of the standard as our date of initial application. Consequently, previously presented financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. For dates and periods prior to January 1, 2019, the original disclosures under ASC 840 will be disclosed. The new standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. On adoption, we recognized $9.2 million of lease liabilities, based on the present value of the current minimum lease payments over the lease term, discounted using our collateralized incremental borrowing rate, with corresponding ROU assets of $ 7.4 million . The difference between the initial lease liability and ROU asset is attributable to deferred rent. We did not have any impact to retained earnings from the adoption of ASC 842. The new standard also provides certain accounting elections for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. We have also elected to not separate lease and nonlease components for our building leases. The nonlease components are generally variable in nature and are expected to comprise the majority of our variable lease costs. Variable costs are expensed as incurred. We have taken a portfolio approach for our vehicle leases by country. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) which establishes new guidance on the accounting for costs incurred to implement a cloud computing arrangement that is considered a service arrangement. The new guidance requires the capitalization of such costs, aligning it with the accounting for costs associated with developing or obtaining internal-use software. The new guidance is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact of adoption on our consolidated financial statements. |
Revenue
Revenue | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Disaggregation of Revenues The following table disaggregates our revenue for the three months ended March 31, 2019 , and 2018 , respectively, by geographic area and by products and services (in thousands): Three Months Ended March 31, 2019 2018 Geographic Markets: Americas $ 12,971 $ 10,834 Europe 8,156 8,473 Asia Pacific 8,984 5,941 Total revenue $ 30,111 $ 25,248 Products and Services: Instruments $ 12,840 $ 7,520 Consumables 11,987 12,957 Product revenue 24,827 20,477 Services 5,284 4,771 Total revenue $ 30,111 $ 25,248 Performance Obligations We reported $17.8 million of deferred revenue on our December 31, 2018 consolidated balance sheet. During the three months ended March 31, 2019 , $ 3.6 million of the opening balance was recognized as revenue and $4.2 million of net additional advance payments were received from customers, primarily associated with instrument service contracts. At March 31, 2019 , we reported $18.4 million of deferred revenue. The following table summarizes the expected timing of revenue recognition for unfulfilled performance obligations associated with instrument service contracts that were partially completed at March 31, 2019 (in thousands): Expected Revenue (1) 2019 (remainder of the year) $ 9,002 2020 5,702 2021 2,957 Thereafter 2,070 $ 19,731 _______ (1) Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in our consolidated financial statements and are subject to change if our customers decide to cancel or modify their contracts. Purchase orders for instrument service contracts can generally be canceled before the service period begins without penalty. We apply the practical expedient that permits us to not disclose information about unsatisfied performance obligations that are expected to be delivered within one year. Contract Costs We reported $0.4 million of capitalized commission costs from instrument service contracts from instrument service contracts at March 31, 2019 and December 31, 2018 |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, net | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, net | Goodwill and Intangible Assets, net In connection with our acquisition of DVS in February 2014, we recognized goodwill of $104.1 million . Intangible assets include developed technology related to the DVS acquisition and other intangible assets included in Other non-current assets. Intangible assets, net, were as follows (in thousands): March 31, 2019 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (57,400 ) $ 54,600 10.0 years Patents and licenses $ 11,274 $ (7,119 ) $ 4,155 7.8 years December 31, 2018 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (54,600 ) $ 57,400 10.0 years Patents and licenses $ 11,274 $ (6,861 ) $ 4,413 7.8 years Amortization of intangibles was $3.1 million for both the three months ended March 31, 2019 , and 2018 , respectively. Based on the carrying value of intangible assets, net, as of March 31, 2019 , the annual amortization expense is expected to be as follows (in thousands): Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total 2019 (remainder of the year) $ 8,400 $ 781 $ 9,181 2020 11,200 1,042 12,242 2021 11,200 887 12,087 2022 11,200 804 12,004 2023 11,200 634 11,834 Thereafter 1,400 7 1,407 Total $ 54,600 $ 4,155 $ 58,755 |
Balance Sheet Details
Balance Sheet Details | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Balance Sheet Details | Balance Sheet Details Inventories Inventories consisted of the following (in thousands): March 31, 2019 December 31, 2018 Raw materials $ 7,096 $ 5,996 Work-in-process 612 650 Finished goods 6,046 6,357 Total inventories, net $ 13,754 $ 13,003 Property and Equipment, net Property and equipment, net, consisted of the following (in thousands): March 31, 2019 December 31, 2018 Computer equipment and software $ 4,316 $ 4,201 Laboratory and manufacturing equipment 19,071 18,780 Leasehold improvements 7,042 7,173 Office furniture and fixtures 1,686 1,506 Property and equipment, gross 32,115 31,660 Less accumulated depreciation and amortization (23,901 ) (22,855 ) Construction-in-progress 20 20 Property and equipment, net $ 8,234 $ 8,825 Warranty We accrue for estimated warranty obligations once revenue is recognized. Management periodically reviews the estimated fair value of its warranty liability and records adjustments based on the terms of warranties provided to customers, as well as historical and anticipated warranty claim experience. Activity for our warranty accrual for the three months ended March 31, 2019 , and 2018 , which is included in other accrued liabilities, is summarized below (in thousands): Three Months Ended March 31, 2019 2018 Beginning balance $ 863 $ 699 Accrual for current period warranties 286 337 Warranty costs incurred (219 ) (445 ) Ending balance $ 930 $ 591 |
Convertible Notes and Credit Fa
Convertible Notes and Credit Facility | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Convertible Notes and Credit Facility | Convertible Notes and Credit Facility 2014 Senior Convertible Notes (2014 Notes) In February 2014, we closed an underwritten public offering of $201.3 million aggregate principal amount of our 2.75% Senior Convertible Notes due 2034 (2014 Notes), pursuant to an underwriting agreement dated January 29, 2014. The 2014 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. Interest on the 2014 Notes accrued from February 4, 2014. The 2014 Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2014 Notes. The initial conversion rate of the 2014 Notes is 17.8750 shares of our common stock, par value $0.001 per share, per $1,000 principal amount of 2014 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, including upon a conversion in connection with a fundamental change, as defined in the indenture governing the 2014 Notes or, subject to certain conditions, redemption of the 2014 Notes by the Company. Holders may surrender their 2014 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 2014 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 2014 Notes in cash without any such condition. The redemption price of the 2014 Notes will equal 100% of the principal amount of the 2014 Notes plus accrued and unpaid interest. Holders may require us to repurchase all or a portion of their 2014 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 2014 Notes plus accrued and unpaid interest. If we undergo a fundamental change, as defined in the indenture governing the 2014 Notes, holders may require us to repurchase the 2014 Notes in whole or in part for cash at a repurchase price equal to 100% of the principal amount of the 2014 Notes plus accrued and unpaid interest. In February 2014, we received $195.2 million , net of underwriting discounts, from the issuance of the 2014 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. 2018 Senior Convertible Notes (2018 Notes) In March 2018, we entered into separate privately negotiated transactions with certain holders of our 2014 Notes to exchange $150.0 million in aggregate principal amount of the 2014 Notes for new convertible notes (2018 Notes). The 2018 Notes were subsequently retired in the first quarter of 2019 as discussed below. As of the closing of the 2018 Notes on March 12, 2018, the estimated fair value was $145.5 million . The difference between the $150.0 million aggregate principal amount of the 2018 Notes and its fair value is amortized over the expected term of the 2018 Notes using the effective interest method through the first note holder put date of February 6, 2023. We accounted for the exchange transaction as an extinguishment of debt due to the significance of the change in value of the embedded conversion option, resulting in a $0.1 million gain. The gain on extinguishment of the 2014 Notes exchanged was calculated as the difference between the reacquisition price (i.e., the fair value of the principal amount of 2018 Notes) and the net carrying value of the 2014 Notes exchanged, net of unamortized debt discount and debt issuance cost write-offs. The 2018 Notes accrued interest at a rate of 2.75% , payable semi-annually in arrears on February 1 and August 1 of each year. Interest on the 2018 Notes accrued from February 1, 2018. The 2018 Notes were set to mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the indenture governing the 2018 Notes. The initial conversion rate of the 2018 Notes was 126.9438 shares of our common stock, par value $0.001 per share, per $1,000 principal amount of the 2018 Notes (which is equivalent to an initial conversion price of approximately $7.88 per share). The conversion rate was subject to adjustment upon the occurrence of certain specified events. One of those specified events was that Holders who converted their 2018 Notes voluntarily prior to our exercise of the Issuer's Conversion Option were entitled, under certain circumstances, to a make-whole premium in the form of an increase in the conversion rate determined by reference to a make-whole table set forth in the indenture governing the 2018 Notes. Any time prior to the maturity of the 2018 Notes, we had the ability to convert the 2018 Notes, in whole but not in part, into cash, shares of our common stock, or combination thereof, if the closing price of our common stock equaled or exceeded 110% of the conversion price then in effect for a specified number of days (Issuer’s Conversion Option). On or after February 6, 2022, we would have been able to elect to redeem all or any portion of the 2018 Notes at a redemption price equal to 100% of the accreted principal amount of the 2018 Notes on the redemption date of the 2018 Notes, plus accrued and unpaid interest. Holders of the 2018 Notes had the right, at their option, to require us to purchase all or a portion of the 2018 Notes (i) on February 6, 2023, February 6, 2026, and February 6, 2029, or (ii) in the event of a fundamental change, as defined in the indenture governing the 2018 Notes, in each case, at a repurchase price equal to 100% of the accreted principal amount (i.e., up to 120% of the outstanding principal amount) of the 2018 Notes on the fundamental change repurchase date, plus accrued and unpaid interest. As the 2018 Notes were convertible, at our election, into cash, shares of our common stock, or a combination of cash and shares of our common stock, we accounted for the 2018 Notes under the cash conversion guidance in ASC 470, whereby the embedded conversion option in the 2018 Notes was separated and accounted for in equity. The embedded conversion option value was calculated as the difference between (i) the total fair value of the 2018 Notes and (ii) the fair value of a similar debt instrument excluding the embedded conversion option. We determined an embedded conversion option value of $29.3 million , which was recorded in additional paid-in-capital and reduced the carrying value of the 2018 Notes. The resulting discount on the 2018 Notes was amortized over the expected term of the 2018 Notes, using the effective interest method through the first note holder put date, of February 6, 2023. Offering-related costs for the 2018 Notes were approximately $2.8 million and were paid in the first and second quarters of 2018. Offering-related costs of $2.2 million were capitalized as debt issuance costs, recorded as an offset to the carrying value of the 2018 Notes, and are amortized over the expected term of the 2018 Notes using the effective interest method through the first note holder put date of February 6, 2023. Offering-related costs of $0.6 million were accounted for as equity issuance costs, recorded as an offset to additional paid-in capital, and are not subject to amortization. Offering-related costs were allocated between debt and equity in the same proportion as the allocation of the 2018 Notes between debt and equity. In the first quarter of 2019, we received notices from holders of the 2018 Notes electing to voluntarily convert approximately $138.1 million in aggregate principal amount of the 2018 Notes. In February 2019, we notified the Trustee of our intention to exercise our Issuer’s Conversion Option with respect to the remaining approximately $11.9 million in aggregate principal amount of 2018 Notes. In total, $150.0 million of the 2018 Notes were converted into 19,460,260 shares of our common stock and the bonds were retired. We recognized a loss of $9.0 million, which represents the difference between the fair value of the bonds retired and their carrying costs. The net impact on equity was $133.3 million and represents the fair value of the bonds retired. The carrying values of the components of the 2014 Notes and the 2018 Notes are as follows (in thousands): March 31, 2019 December 31, 2018 2.75% 2014 Notes due 2034 Principal amount $ 51,250 $ 51,250 Unamortized debt discount (1,215 ) (1,232 ) Unamortized debt issuance cost (255 ) (224 ) $ 49,780 $ 49,794 2.75% 2018 Notes due 2034 Principal amount $ — $ 149,999 Premium accretion of 2018 Notes — 3,755 Unamortized debt discount — (29,558 ) Unamortized debt issuance cost — (1,932 ) $ — $ 122,264 $ 49,780 $ 172,058 2018 Revolving Credit Facility In August 2018, the Company entered into a revolving credit facility with Silicon Valley Bank (Revolving Credit Facility) in an aggregate principal amount of up to the lesser of (i) $15.0 million (Maximum Amount) or (ii) the sum of (a) 85% of our eligible receivables and (b) 50% of our eligible inventory, in each case, subject to certain limitations (Borrowing Base), provided that the amount of eligible inventory that may be counted towards the Borrowing Base shall be subject to a cap as set forth in the Revolving Credit Facility. Subject to the level of this borrowing base, the Company may make and repay borrowings from time to time until the maturity of the revolving credit facility. As of March 31, 2019, availability under the revolving credit facilit y was $13.7 million . There were no borrowings outstanding under the Revolving Credit Facility at March 31, 2019. The Revolving Credit Facility matures on August 2, 2020 and is collateralized by substantially all the Company’s property, other than intellectual property. Loans under the Revolving Credit Facility will bear interest, at the greater of (i) prime rate plus 0.50% or (ii) 5.50% . Interest on any outstanding loans is due and payable monthly and the principal balance is due at maturity though loans can be prepaid at any time without penalty. In addition, the Company pays a quarterly unused revolving line facility fee of .75% per annum on the average unused facility. Subject to certain exceptions, the Company must pay a prepayment fee equal to (i) 2.00% of the Maximum Amount if it prepays all advances and terminates the Loan Agreement prior to August 2, 2019, or (ii) 1.00% of the Maximum Amount if it prepays all advances and terminates the Loan Agreement on or after August 2, 2019, and prior to the maturity date. The Company incurred approximately $335,000 of debt issuance costs in connection with the facility, including $225,000 in commitment fees. Half of the commitment fee was paid at the inception of the facility with the remainder due on the earliest of (i) August 2, 2019, (ii) the date on which the Company terminates this Agreement or (iii) the occurrence and continuance of an event of default. Debt issuance costs were capitalized and are being amortized to interest expense over the life of the Revolving Credit Facility. The Revolving Credit Facility contains customary affirmative and negative covenants which, unless waived by the bank, limit the Company’s ability to, among other things, incur additional indebtedness, grant liens, make investments, repurchase stock, pay dividends, transfer assets, enter into affiliate transactions, undergo a change of control, or engage in merger and acquisition activity, including merging or consolidating with a third party. The Revolving Credit Facility also contains customary events of default, subject to customary cure periods for certain defaults, that include, among other things, non-payment defaults, covenant defaults, material judgment defaults, bankruptcy and insolvency defaults, cross-defaults to certain other material indebtedness, and defaults due to inaccuracy of representation and warranties. Upon an event of default, the lender may declare all or a portion of the outstanding obligations payable by the Company to be immediately due and payable and exercise other rights and remedies provided for under the Revolving Credit Facility. During the existence of an event of default, interest on the obligations under the Revolving Credit Facility could be increased to 5.0% above the otherwise applicable rate of interest. The Company was in compliance with all the terms and conditions of the Revolving Credit Facility at March 31, 2019 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Leases | Leases We have operating leases for buildings, equipment and vehicles. Existing leases have remaining terms of less than 1 year to 8 years. Some leases contain options to extend the lease, usually for up to 5 years, and termination options. Operating lease right-of-use assets, net consisted of the following (in thousands): March 31, 2019 Gross Amount Accumulated Amortization Net Operating lease right-of-use buildings $ 7,556 $ (696 ) $ 6,860 Operating lease right-of-use equipment 76 (10 ) 66 Operating lease right-of-use vehicles 280 (29 ) 251 Total $ 7,912 $ (735 ) $ 7,177 We entered into a new operating lease for our corporate headquarters in South San Francisco, California which is expected to commence in the first quarter of 2020. The lease term is 10.25 years. We expect to recognize a right-of-use asset and lease liability of approximately $32 million at the lease commencement, based upon our incremental collateralized borrowing rate as of March 31, 2019. In the second quarter of 2019, we established a $2 million letter of credit for the benefit of the landlord, in accordance with the terms of the lease. (in thousands) Three Months Ended March 31, 2019 Operating lease cost (including $0.6 million of variable costs) $ 1,503 Supplemental information: Cash paid for amounts included in the measurement of operating lease liabilities (included in net cash used in operating activities) Operating cash flows from operating leases $ 1,018 As at March 31, 2019 Weighted average remaining lease term (in years) 4.3 Weighted average discount rate 5.3 % Future minimum lease payments and minimum sublease income, net of expenses of $75 thousand , under non-cancelable operating leases as of March 31, 2019 , were as follows (in thousands): Fiscal Year Minimum Lease Payments for Operating Leases Minimum Sublease Income Net Amount 2019 (remainder of the year) $ 3,053 $ (434 ) $ 2,619 2020 2,209 (111 ) 2,098 2021 1,264 — 1,264 2022 931 — 931 2023 716 — 716 Thereafter 1,790 — 1,790 Total future minimum payments (income) $ 9,963 $ (545 ) $ 9,418 Less: imputed interest (1,057 ) Total $ 8,906 Reported as of March 31, 2019 Current operating lease liabilities $ 3,701 Long-term lease liabilities 5,205 Total $ 8,906 Disclosures related to periods prior to adoption of ASC 842 Operating lease rent expense, net of amortization of lease incentives and sublease income, was $1.2 million for the three months ended March 31, 2018 for the prior year comparative period before the adoption of ASC 842. As of December 31, 2018, future minimum lease payment obligations and minimum sublease income, net of expenses, under noncancelable operating leases before the adoption of ASC 842 were disclosed as follows (in thousands): Fiscal Year Minimum Lease Payments for Operating Leases Minimum Sublease Income Net Amount 2019 $ 4,184 $ (520 ) $ 3,664 2020 2,213 (164 ) 2,049 2021 1,245 — 1,245 2022 827 — 827 2023 552 — 552 Thereafter 1,241 — 1,241 Total future minimum payments (income) $ 10,262 $ (684 ) $ 9,578 |
Fair Value of Financial Instrum
Fair Value of Financial Instruments | 3 Months Ended |
Mar. 31, 2019 | |
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): March 31, 2019 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Assets: Cash $ 12,600 $ — $ — $ 12,600 $ 12,600 $ — Available-for-sale: Level I: Money market funds $ 53,034 $ 2 $ — $ 53,036 $ 53,036 $ — U.S. treasury securities 9,499 — — 9,499 — 9,499 Subtotal $ 62,533 $ 2 $ — $ 62,535 $ 53,036 $ 9,499 Level II: U.S. government and agency securities — — — — — — Total $ 75,133 $ 2 $ — $ 75,135 $ 65,636 $ 9,499 December 31, 2018 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Assets: Cash $ 17,685 $ — $ — $ 17,685 $ 17,685 $ — Available-for-sale: Level I: Money market funds $ 77,716 $ — $ — $ 77,716 $ 77,716 $ — U.S. treasury securities — — — — — — Subtotal $ 77,716 $ — $ — $ 77,716 $ 77,716 $ — Level II: U.S. government and agency securities — — — — — — Total $ 95,401 $ — $ — $ 95,401 $ 95,401 $ — There were no transfers between Level I and Level II measurements during the three months ended March 31, 2019 , and December 31, 2018 , and there were no changes in the valuation techniques used. The contractual maturity periods of $9.5 million of our marketable debt securities are due within one year from March 31, 2019 . Convertible Notes The estimated fair value of the 2014 and 2018 Notes is based on a market approach and represents a Level II valuation. When determining the estimated fair value of our long-term debt, we used a commonly accepted valuation methodology and market-based risk measurements that are indirectly observable, such as credit risk. The following table summarizes the par value, carrying value and the estimated fair value of the 2014 and 2018 Notes at March 31, 2019 and December 31, 2018, respectively (in thousands): March 31, 2019 December 31, 2018 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value 2014 Notes $ 51,250 $ 49,780 $ 48,431 $ 51,250 $ 49,794 $ 43,665 2018 Notes — — — 149,999 122,264 171,843 Total $ 51,250 $ 49,780 $ 48,431 $ 201,249 $ 172,058 $ 215,508 |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Shareholders' Equity | Shareholders' Equity Conversion of 2018 Notes In the first quarter of 2019, we issued 19,460,260 shares of our common stock in connection with the conversion of our 2018 Notes (see Note 6). As a result of this issuance of common stock, we recorded a total of $133.3 million of equity, which is equivalent to the fair value of the bonds retired. |
Stock-Based Plans
Stock-Based Plans | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock-Based Plans | Stock-Based Plans Our board of directors sets the terms, conditions, and restrictions related to our Employee Stock Purchase Plan (ESPP) and the grant of stock options, restricted stock units (RSU) and performance-based awards under our various stock-based plans. Our board of directors determines the number of awards to grant and also sets vesting criteria. In general, RSUs vest on a quarterly basis over a period of four years from the date of grant at a rate of 25% on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, subject to the employees' continued employment. Incentive stock options and non-statutory stock options granted under the 2011 Plan have a term of no more than ten years from the date of grant and an exercise price of at least 100% of the fair market value of the underlying common stock on the date of grant. If a participant owns stock representing more than 10% of the voting power of all classes of our stock on the grant date, an incentive stock option awarded to the participant will have a term of no more than five years from the date of grant and an exercise price of at least 110% of the fair market value of the underlying common stock on the date of grant. Generally, options vest at a rate of either 25% on the first anniversary of the option grant date and ratably each month over the remaining period of 36 months, or ratably each month over 48 months. We may grant options with different vesting terms from time-to-time. For performance-based share awards, our board of directors sets the performance objectives and other vesting provisions in determining the number of shares or value of performance units and performance shares that will be paid out. Such payout will be a function of the extent to which performance objectives or other vesting provisions have been achieved. 2011 Equity Incentive Plan On January 28, 2011, our board of directors adopted the 2011 Equity Incentive Plan (2011 Plan) under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, performance units, and performance shares may be granted to our employees, directors, and consultants. 2009 Equity Incentive Plan and 1999 Stock Option Plan Our 2009 Equity Incentive Plan (2009 Plan) terminated on the date the 2011 Plan was adopted. Options granted and shares issued under the 2009 Plan that were outstanding on the date the 2011 Plan became effective remained subject to the terms of the 2009 Plan. 2017 Inducement Award Plan On January 5, 2017, we adopted the Fluidigm Corporation 2017 Inducement Award Plan (Inducement Plan) and reserved 2 million shares of our common stock for issuance pursuant to equity awards granted under the Inducement Plan. The Inducement Plan provides for the grant of equity-based awards and its terms are substantially similar to the 2011 Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously our employees or non-employee members of our board of directors (or following such individual's bona fide period of non-employment), as an inducement material to the individual's entry into employment with us or in connection with a merger or acquisition, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules. Valuation and Expense Information We use the Black-Scholes option-pricing model to estimate the fair value of stock options granted under our equity incentive plans. We grant stock options at exercise prices not less than the fair value of our common stock at the date of grant. The fair value of RSUs granted to employees was estimated on the date of grant by multiplying the number of shares granted by the fair market value of our common stock on the grant date. Activity under the 2011 Plan, the 2009 Plan, the 1999 Plan, and the Inducement Plan is as follows: Restricted Stock Units : Number of Units (in 000s) Weighted-Average Balance at December 31, 2018 1,812,000 1,812 7 $ 7.09 RSU granted 491 $ 10.32 RSU released (144) $ 9.16 RSU forfeited (93) $ 8.70 Balance as at March 31, 2019 1,812,000 2,066 $ 7.65 As of March 31, 2019 , the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $12.9 million . We expect to recognize these costs over a weighted average period of 3.2 years. Stock Options : Number of Weighted-Average Weighted- Aggregate Balance at December 31, 2018 2,385 $ 7.56 7.8 $ 5,991 Options granted — Options exercised (53 ) $ 5.54 $ 254 Options forfeited (47 ) $ 8.91 Balance as at March 31, 2019 2,285 $ 7.58 7.5 $ 14,702 Vested at March 31, 2019 1,129 $ 9.43 6.3 $ 6,001 Expected to vest at March 31, 2019 1,156 $ 5.76 8.7 $ 8,698 As of March 31, 2019 , the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $3.6 million. We expect to recognize these costs over a weighted average period of 2.4 years. Performance-based Awards: Performance Stock Units During the three months ended March 31, 2019 , we granted 375,339 performance stock units to certain executive officers and senior level employees. Similar to the performance stock units granted in 2018, the number of performance stock units ultimately earned is calculated based on the Total Shareholder Return (TSR) of our common stock as compared to the TSR of a defined group of peer companies during the three-year performance period. The percentage of performance stock units that vest will depend on our relative position at the end of the performance period and can range from 0% to 200% of the number of units granted. Under FASB ASC Topic 718, the provisions of the performance stock unit awards related to TSR are considered a market condition, and the effects of that market condition should be reflected in the grant date fair value of the awards. We used a Monte Carlo simulation pricing model to incorporate the market condition effects at our grant date with a fair value of $16.56 per unit. Activity under the performance stock units is as follows: Number of Units (in 000s) Weighted-Average Balance at December 31, 2018 155 $ 10.09 PSU granted 375 $ 16.56 PSU released — $ — PSU forfeited — $ — Balance as at March 31, 2019 530 $ 14.67 As of March 31, 2019 , the unrecognized compensation costs related to these awards were $7.0 million. We expect to recognize these costs over a weighted average period of 2.6 years. 2017 Employee Stock Purchase Plan Our ESPP offers U.S. and some non-U.S. employees the right to purchase shares of our common stock. Our ESPP has a six -month offering period, with a new period commencing on the first trading day on or after May 31 and November 30 of each year. Employees are eligible to participate through payroll deductions of up to 10% of their compensation and may not purchase more than $25,000 of stock for any calendar year. 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 the first day of the offering period or the last day of the offering period. Share-based Compensation We recognized share-based compensation expense as follows (in thousands): Three Months Ended March 31, 2019 2018 Options and Restricted Stock Units $ 2,145 $ 1,626 Employee Stock Purchase Plan 126 121 Total Share-based Compensation $ 2,271 $ 1,747 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The expense or benefit for income taxes for the periods presented differs from the 21% U.S. Federal statutory rate, for the three months ended March 31, 2019 and 2018 , respectively, primarily due to maintaining a valuation allowance for deferred tax assets, which primarily consist of net operating loss carryforwards. We recorded a tax provision of $42,000 for the three months ended March 31, 2019 , which was primarily attributable to a tax provision from our foreign operations, offset by the tax benefit from the amortization of our acquisition-related deferred tax liability. We recorded a tax benefit of $1.2 million for the three months ended March 31, 2018 . The benefit was primarily attributable to the tax benefit from the amortization of our acquisition-related deferred tax liability, partially offset by a provision from our foreign operations. The income tax provision for the three months ended March 31, 2019, as compared to the income tax benefit during the same period in the prior year period, is largely attributable to the income in the tax provision from our foreign operations. |
Information about Geographic Ar
Information about Geographic Areas | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Information about Geographic Areas | Information about Geographic Areas We operate in one reporting segment that develops, manufacturers and commercializes tools for life sciences research. 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. A summary table of our total revenue by geographic areas of our customers and by product and services for the three months ended March 31, 2019 and 2018 is included in Note 3 to the condensed consolidated financial statements of this quarterly report on Form 10-Q. Sales to customers in the United States represented $12.5 million or 41.6% , of total revenues for the three months ended March 31, 2019 . Sales to customers in the United States represented $10.1 million or 40.1% of total revenues for the three months ended March 31, 2018 . Sales to customers in China represented $3.5 million, or 11.6% , of total revenues for the three months ended March 31, 2019. Sales to customers in China represented $3.3 million, or 13.1% , of total revenues for the three months ended March 31, 2018 . Except for China, no other foreign country or jurisdiction had sales in excess of 10% of our total revenue during the three months ended March 31, 2018 . For the three months ended March 31, 2019, Japan also had sales in excess of 10% of our total revenues. Sales to customers in Japan represented $4.0 million, or 13.4% , of total revenues. No individual customer represented more than 10% of our total revenues for the three months ended March 31, 2019 , and 2018 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Indemnification 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. Contingencies |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (U.S. GAAP) and include the accounts of our wholly owned subsidiaries. As of December 31, 2018, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, the United Kingdom, China, and Germany. All subsidiaries, except for Singapore, use their local currency as their functional currency. The Singapore subsidiary uses the U.S. dollar as its functional currency. All intercompany transactions and balances have been eliminated in consolidation. |
Net Loss per Share | Net Loss per Share |
Revenue Recognition | Revenue Recognition We generate revenue primarily from the sale of our products and services. Product revenue is derived from the sale of instruments and consumables, including IFCs, assays and reagents. Service revenue is derived from the sale of instrument service contracts, repairs, installation, training and other specialized product support services. Revenue is reported net of any sales, use and value-added taxes we collect from customers as required by government authorities. We recognize revenue based on the amount of consideration we expect to receive in exchange for the goods and services we transfer to the customer. Our commercial arrangements typically include multiple distinct products and services, and we allocate revenue to these performance obligations based on their relative standalone selling prices. Standalone selling prices (SSP) are generally determined using observable data from recent transactions. In cases where sufficient data is not available, we estimate a product’s SSP using a cost plus a margin approach or by applying a discount to the product’s list price. Product Revenue We recognize product revenue at the point in time when control of the goods passes to the customer and we have an enforceable right to payment. This generally occurs either when the product is shipped from one of our facilities or when it arrives at the customer’s facility, based on the contractual terms. Customers generally do not have a unilateral right to return products after delivery. Invoices are generally issued at shipment and generally become due in 30 to 60 days. We sometimes perform shipping and handling activities after control of the product passes to the customer. We have made an accounting policy election to account for these activities as product fulfillment activities rather than as separate performance obligations. Service Revenue We recognize revenue from repairs, installation, training and other specialized product support services at the point in time the work is completed. Installation and training services are generally billed in advance of service. Repairs and other services are generally billed at the point the work is completed. Revenue associated with instrument service contracts is recognized on a straight-line basis over the life of the agreement, which is generally one to three years. We believe this time-elapsed approach is appropriate for service contracts because we provide services on demand throughout the term of the agreement. Invoices are generally issued in advance of service on a monthly, quarterly, annual or multi-year basis. Payments made in advance of service are reported on our consolidated balance sheet as deferred revenue. Contract Costs Incremental sales commission costs incurred to obtain instrument service contracts are capitalized and amortized to selling, general and administrative expense over the life of the contract, which is generally one to three years. As a practical expedient, we expense sales commissions associated with product support services that are delivered in less than one year as they are incurred. Sales commissions associated with the sale of products are expensed as they are incurred. Product Warranties We generally provide a one-year warranty on our instruments. We accrue for estimated warranty obligations at the time of product shipment. We periodically review our warranty liability and record adjustments based on the terms of warranties provided to customers, and historical and anticipated warranty claim experience. This expense is recorded as a component of cost of product revenue in the condensed consolidated statements of operations. Significant Judgments |
Goodwill, Intangible Assets, and Other Long-lived Assets | Goodwill, Intangible Assets, and Other Long-lived Assets Goodwill, which has an indefinite useful life, represents the excess of cost over fair value of net assets acquired. Our intangible assets include developed technology, patents and licenses. The cost of identifiable intangible assets with finite lives is generally amortized on a straight-line basis over the assets’ respective estimated useful lives. 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 long-lived assets, including finite-lived intangibles, 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 long-lived 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. We did not recognize any impairment of long-lived assets for any of the periods presented herein. |
Convertible Notes | Convertible Notes In February 2014, we closed an underwritten public offering of $201.3 million aggregate principal amount of our 2.75% Senior Convertible Notes due 2034 (2014 Notes). In March 2018, we entered into separate privately negotiated transactions with certain holders of our 2014 Notes to exchange $150.0 million in aggregate principal amount of the 2014 Notes for our new 2.75% Exchange Convertible Senior Notes due 2034 (2018 Notes). Following the exchange, approximately $51.3 million in aggregate principal amount of the 2014 Notes were outstanding in addition to $150.0 million |
Recent Accounting Changes and Accounting Pronouncements | Recent Accounting Changes and Accounting Pronouncements Adoption of New Accounting Guidance In February 2016, the FASB established Topic 842, Leases, by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize operating leases on the balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842; ASU No. 2018-10, Codification Improvements to Topic 842, Leases; and ASU No. 2018-11, Targeted Improvements. The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases are classified as finance or operating; the classification will impact the expense recognition in the income statement. Modified Retrospective Transition approach is required, applying the new standard to all leases existing at the date of initial application. An entity may choose to use either (1) its effective date or (2) the beginning of the earliest comparative period presented in the financial statements as its date of initial application. We adopted the new standard on January 1, 2019 and used the effective date of the standard as our date of initial application. Consequently, previously presented financial information will not be updated, and the disclosures required under the new standard will not be provided for dates and periods before January 1, 2019. For dates and periods prior to January 1, 2019, the original disclosures under ASC 840 will be disclosed. The new standard provides several optional practical expedients in transition. We elected the ‘package of practical expedients,’ which permits us to not reassess under the new standard our prior conclusions about lease identification, lease classification and initial direct costs. We did not elect the use-of-hindsight or the practical expedient pertaining to land easements; the latter not being applicable to us. On adoption, we recognized $9.2 million of lease liabilities, based on the present value of the current minimum lease payments over the lease term, discounted using our collateralized incremental borrowing rate, with corresponding ROU assets of $ 7.4 million . The difference between the initial lease liability and ROU asset is attributable to deferred rent. We did not have any impact to retained earnings from the adoption of ASC 842. The new standard also provides certain accounting elections for an entity’s ongoing accounting. We have elected the short-term lease recognition exemption for all leases that qualify. This means, for those leases that qualify, we will not recognize ROU assets or lease liabilities for leases with an initial lease term of one year or less. We have also elected to not separate lease and nonlease components for our building leases. The nonlease components are generally variable in nature and are expected to comprise the majority of our variable lease costs. Variable costs are expensed as incurred. We have taken a portfolio approach for our vehicle leases by country. Recent Accounting Pronouncements In August 2018, the FASB issued ASU 2018-15 Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40) which establishes new guidance on the accounting for costs incurred to implement a cloud computing arrangement that is considered a service arrangement. The new guidance requires the capitalization of such costs, aligning it with the accounting for costs associated with developing or obtaining internal-use software. The new guidance is effective for fiscal years beginning after December 15, 2019. We are currently evaluating the impact of adoption on our consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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 months ended March 31, 2019 , and 2018 because including them would have been anti-dilutive (in thousands): Three Months Ended March 31, 2019 2018 Stock options, restricted stock units and performance awards 4,881 3,254 2018 Convertible Notes — 19,036 2018 Convertible Notes potential make-whole shares at March 31, 2018 — 1,204 2014 Convertible Notes 916 1,364 Total 5,797 24,858 |
Summary of comprehensive loss | The components of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2019 , are as follows (in thousands): Foreign Currency Translation Adjustment Net Unrealized Gain on Securities Accumulated Other Comprehensive Loss Balance at December 31, 2018 $ (687 ) $ — $ (687 ) Other comprehensive income 8 — 2 10 Balance at March 31, 2019 $ (679 ) $ 2 $ (677 ) |
Revenue (Tables)
Revenue (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue from Contract with Customer [Abstract] | |
Summary of disaggregation of revenue | The following table disaggregates our revenue for the three months ended March 31, 2019 , and 2018 , respectively, by geographic area and by products and services (in thousands): Three Months Ended March 31, 2019 2018 Geographic Markets: Americas $ 12,971 $ 10,834 Europe 8,156 8,473 Asia Pacific 8,984 5,941 Total revenue $ 30,111 $ 25,248 Products and Services: Instruments $ 12,840 $ 7,520 Consumables 11,987 12,957 Product revenue 24,827 20,477 Services 5,284 4,771 Total revenue $ 30,111 $ 25,248 |
Summary of expected timing of revenue recognition | The following table summarizes the expected timing of revenue recognition for unfulfilled performance obligations associated with instrument service contracts that were partially completed at March 31, 2019 (in thousands): Expected Revenue (1) 2019 (remainder of the year) $ 9,002 2020 5,702 2021 2,957 Thereafter 2,070 $ 19,731 _______ (1) |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, net (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of finite-lived intangible assets | Intangible assets, net, were as follows (in thousands): March 31, 2019 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (57,400 ) $ 54,600 10.0 years Patents and licenses $ 11,274 $ (7,119 ) $ 4,155 7.8 years December 31, 2018 Gross Amount Accumulated Amortization Net Weighted-Average Amortization Period Developed technology $ 112,000 $ (54,600 ) $ 57,400 10.0 years Patents and licenses $ 11,274 $ (6,861 ) $ 4,413 7.8 years |
Schedule of future amortization expense of intangible assets | Based on the carrying value of intangible assets, net, as of March 31, 2019 , the annual amortization expense is expected to be as follows (in thousands): Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total 2019 (remainder of the year) $ 8,400 $ 781 $ 9,181 2020 11,200 1,042 12,242 2021 11,200 887 12,087 2022 11,200 804 12,004 2023 11,200 634 11,834 Thereafter 1,400 7 1,407 Total $ 54,600 $ 4,155 $ 58,755 |
Balance Sheet Details (Tables)
Balance Sheet Details (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Balance Sheet Related Disclosures [Abstract] | |
Inventories | Inventories consisted of the following (in thousands): March 31, 2019 December 31, 2018 Raw materials $ 7,096 $ 5,996 Work-in-process 612 650 Finished goods 6,046 6,357 Total inventories, net $ 13,754 $ 13,003 |
Property, plant and equipment, net | Property and equipment, net, consisted of the following (in thousands): March 31, 2019 December 31, 2018 Computer equipment and software $ 4,316 $ 4,201 Laboratory and manufacturing equipment 19,071 18,780 Leasehold improvements 7,042 7,173 Office furniture and fixtures 1,686 1,506 Property and equipment, gross 32,115 31,660 Less accumulated depreciation and amortization (23,901 ) (22,855 ) Construction-in-progress 20 20 Property and equipment, net $ 8,234 $ 8,825 |
Schedule of warranty accrual | Activity for our warranty accrual for the three months ended March 31, 2019 , and 2018 , which is included in other accrued liabilities, is summarized below (in thousands): Three Months Ended March 31, 2019 2018 Beginning balance $ 863 $ 699 Accrual for current period warranties 286 337 Warranty costs incurred (219 ) (445 ) Ending balance $ 930 $ 591 |
Convertible Notes and Credit _2
Convertible Notes and Credit Facility (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Schedule of debt | The carrying values of the components of the 2014 Notes and the 2018 Notes are as follows (in thousands): March 31, 2019 December 31, 2018 2.75% 2014 Notes due 2034 Principal amount $ 51,250 $ 51,250 Unamortized debt discount (1,215 ) (1,232 ) Unamortized debt issuance cost (255 ) (224 ) $ 49,780 $ 49,794 2.75% 2018 Notes due 2034 Principal amount $ — $ 149,999 Premium accretion of 2018 Notes — 3,755 Unamortized debt discount — (29,558 ) Unamortized debt issuance cost — (1,932 ) $ — $ 122,264 $ 49,780 $ 172,058 March 31, 2019 and December 31, 2018, respectively (in thousands): March 31, 2019 December 31, 2018 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value 2014 Notes $ 51,250 $ 49,780 $ 48,431 $ 51,250 $ 49,794 $ 43,665 2018 Notes — — — 149,999 122,264 171,843 Total $ 51,250 $ 49,780 $ 48,431 $ 201,249 $ 172,058 $ 215,508 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Leases [Abstract] | |
Lessee, Operating Lease, Disclosure | Operating lease right-of-use assets, net consisted of the following (in thousands): March 31, 2019 Gross Amount Accumulated Amortization Net Operating lease right-of-use buildings $ 7,556 $ (696 ) $ 6,860 Operating lease right-of-use equipment 76 (10 ) 66 Operating lease right-of-use vehicles 280 (29 ) 251 Total $ 7,912 $ (735 ) $ 7,177 |
Lease, Cost | (in thousands) Three Months Ended March 31, 2019 Operating lease cost (including $0.6 million of variable costs) $ 1,503 Supplemental information: Cash paid for amounts included in the measurement of operating lease liabilities (included in net cash used in operating activities) Operating cash flows from operating leases $ 1,018 As at March 31, 2019 Weighted average remaining lease term (in years) 4.3 Weighted average discount rate 5.3 % |
Schedule of Operating Lease Maturity | Future minimum lease payments and minimum sublease income, net of expenses of $75 thousand , under non-cancelable operating leases as of March 31, 2019 , were as follows (in thousands): Fiscal Year Minimum Lease Payments for Operating Leases Minimum Sublease Income Net Amount 2019 (remainder of the year) $ 3,053 $ (434 ) $ 2,619 2020 2,209 (111 ) 2,098 2021 1,264 — 1,264 2022 931 — 931 2023 716 — 716 Thereafter 1,790 — 1,790 Total future minimum payments (income) $ 9,963 $ (545 ) $ 9,418 Less: imputed interest (1,057 ) Total $ 8,906 Reported as of March 31, 2019 Current operating lease liabilities $ 3,701 Long-term lease liabilities 5,205 Total $ 8,906 |
Schedule of Future Minimum Rental Payments for Operating Leases | As of December 31, 2018, future minimum lease payment obligations and minimum sublease income, net of expenses, under noncancelable operating leases before the adoption of ASC 842 were disclosed as follows (in thousands): Fiscal Year Minimum Lease Payments for Operating Leases Minimum Sublease Income Net Amount 2019 $ 4,184 $ (520 ) $ 3,664 2020 2,213 (164 ) 2,049 2021 1,245 — 1,245 2022 827 — 827 2023 552 — 552 Thereafter 1,241 — 1,241 Total future minimum payments (income) $ 10,262 $ (684 ) $ 9,578 |
Fair Value of Financial Instr_2
Fair Value of Financial Instruments (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
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): March 31, 2019 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Assets: Cash $ 12,600 $ — $ — $ 12,600 $ 12,600 $ — Available-for-sale: Level I: Money market funds $ 53,034 $ 2 $ — $ 53,036 $ 53,036 $ — U.S. treasury securities 9,499 — — 9,499 — 9,499 Subtotal $ 62,533 $ 2 $ — $ 62,535 $ 53,036 $ 9,499 Level II: U.S. government and agency securities — — — — — — Total $ 75,133 $ 2 $ — $ 75,135 $ 65,636 $ 9,499 December 31, 2018 Carrying Amount Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Assets: Cash $ 17,685 $ — $ — $ 17,685 $ 17,685 $ — Available-for-sale: Level I: Money market funds $ 77,716 $ — $ — $ 77,716 $ 77,716 $ — U.S. treasury securities — — — — — — Subtotal $ 77,716 $ — $ — $ 77,716 $ 77,716 $ — Level II: U.S. government and agency securities — — — — — — Total $ 95,401 $ — $ — $ 95,401 $ 95,401 $ — |
Schedule of debt | The carrying values of the components of the 2014 Notes and the 2018 Notes are as follows (in thousands): March 31, 2019 December 31, 2018 2.75% 2014 Notes due 2034 Principal amount $ 51,250 $ 51,250 Unamortized debt discount (1,215 ) (1,232 ) Unamortized debt issuance cost (255 ) (224 ) $ 49,780 $ 49,794 2.75% 2018 Notes due 2034 Principal amount $ — $ 149,999 Premium accretion of 2018 Notes — 3,755 Unamortized debt discount — (29,558 ) Unamortized debt issuance cost — (1,932 ) $ — $ 122,264 $ 49,780 $ 172,058 March 31, 2019 and December 31, 2018, respectively (in thousands): March 31, 2019 December 31, 2018 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value 2014 Notes $ 51,250 $ 49,780 $ 48,431 $ 51,250 $ 49,794 $ 43,665 2018 Notes — — — 149,999 122,264 171,843 Total $ 51,250 $ 49,780 $ 48,431 $ 201,249 $ 172,058 $ 215,508 |
Stock-Based Plans - (Tables)
Stock-Based Plans - (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Nonvested Restricted Stock Units Activity | Restricted Stock Units : Number of Units (in 000s) Weighted-Average Balance at December 31, 2018 1,812,000 1,812 7 $ 7.09 RSU granted 491 $ 10.32 RSU released (144) $ 9.16 RSU forfeited (93) $ 8.70 Balance as at March 31, 2019 1,812,000 2,066 $ 7.65 |
Share-based Compensation, Stock Options, Activity | Stock Options : Number of Weighted-Average Weighted- Aggregate Balance at December 31, 2018 2,385 $ 7.56 7.8 $ 5,991 Options granted — Options exercised (53 ) $ 5.54 $ 254 Options forfeited (47 ) $ 8.91 Balance as at March 31, 2019 2,285 $ 7.58 7.5 $ 14,702 Vested at March 31, 2019 1,129 $ 9.43 6.3 $ 6,001 Expected to vest at March 31, 2019 1,156 $ 5.76 8.7 $ 8,698 |
Schedule of Nonvested Performance-based Units Activity | Activity under the performance stock units is as follows: Number of Units (in 000s) Weighted-Average Balance at December 31, 2018 155 $ 10.09 PSU granted 375 $ 16.56 PSU released — $ — PSU forfeited — $ — Balance as at March 31, 2019 530 $ 14.67 |
Disclosure of Share-based Compensation Arrangements by Share-based Payment Award | We recognized share-based compensation expense as follows (in thousands): Three Months Ended March 31, 2019 2018 Options and Restricted Stock Units $ 2,145 $ 1,626 Employee Stock Purchase Plan 126 121 Total Share-based Compensation $ 2,271 $ 1,747 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Net Loss per Share (Details) - shares shares in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
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) | 5,797 | 24,858 |
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) | 4,881 | 3,254 |
Convertible Notes | 2018 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) | 0 | 19,036 |
Convertible Notes | Convertible Notes Potential Make-Whole Shares | ||
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) | 0 | 1,204 |
Convertible Notes | 2014 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) | 916 | 1,364 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | $ 72,116 | $ 30,935 |
Other comprehensive income | 10 | 42 |
Ending Balance | 182,245 | 48,574 |
Foreign Currency Translation Adjustment | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | 0 | |
Other comprehensive income | 2 | |
Ending Balance | 2 | |
Net Unrealized Gain on Securities | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (687) | |
Other comprehensive income | 8 | |
Ending Balance | (679) | |
Accumulated Other Comprehensive Loss | ||
Accumulated Other Comprehensive Income (Loss), Net of Tax [Roll Forward] | ||
Beginning Balance | (687) | (574) |
Other comprehensive income | 10 | 42 |
Ending Balance | $ (677) | $ (532) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Convertible Notes (Details) - USD ($) | 1 Months Ended | 3 Months Ended | |||
Mar. 31, 2018 | Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | Feb. 28, 2014 | |
Extinguishment of Debt [Line Items] | |||||
Loss on extinguishment of debt | $ 9,000,000 | $ 0 | |||
Convertible Debt | |||||
Extinguishment of Debt [Line Items] | |||||
Principal amount of notes | 51,250,000 | $ 201,249,000 | |||
2014 Notes | Convertible Debt | |||||
Extinguishment of Debt [Line Items] | |||||
Principal amount of notes | $ 51,250,000 | 51,250,000 | $ 201,300,000 | ||
Interest rate on notes | 2.75% | 2.75% | |||
Aggregate principal loan outstanding | $ 51,250,000 | 51,250,000 | |||
2018 Notes | Convertible Debt | |||||
Extinguishment of Debt [Line Items] | |||||
Principal amount of notes | $ 150,000,000 | $ 0 | $ 150,000,000 | 149,999,000 | |
Interest rate on notes | 2.75% | 2.75% | 2.75% | ||
Loss on extinguishment of debt | $ (100,000) | $ 9,000,000 | |||
Aggregate principal loan outstanding | $ 150,000,000 | $ 0 | $ 150,000,000 | $ 149,999,000 | $ 51,300,000 |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Adoption of New Accounting Guidance (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease, liability | $ 8,906,000 | |
Right-of-use asset | 7,177,000 | $ 0 |
Accounting Standards Update 2016-02 | ||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||
Operating lease, liability | 9,200,000 | |
Right-of-use asset | $ 7,400,000 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Revenue Recognition (Details) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Product warranty term | 1 year |
Minimum | Product revenue | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Terms of payment period | 30 days |
Maximum | Product revenue | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Terms of payment period | 60 days |
Maximum | Service revenue | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue recognition period | 3 years |
Commission Costs | Minimum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue recognition period | 1 year |
Commission Costs | Maximum | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Revenue recognition period | 3 years |
Revenue - Summary of Disaggrega
Revenue - Summary of Disaggregation of Revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 30,111 | $ 25,248 |
Instruments | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 12,840 | 7,520 |
Consumables | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 11,987 | 12,957 |
Product revenue | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 24,827 | 20,477 |
Services | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 5,284 | 4,771 |
Americas | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 12,971 | 10,834 |
Europe | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | 8,156 | 8,473 |
Asia Pacific | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Total revenue | $ 8,984 | $ 5,941 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | |
Revenue from Contract with Customer [Abstract] | ||
Deferred service contracts revenue | $ 18.4 | $ 17.8 |
Revenue recognized at opening | 3.6 | |
Additional advanced payments | 4.2 | |
Commission Costs | ||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||
Capitalized contract cost, net | $ 0.4 | $ 0.4 |
Revenue - Summary of Expected T
Revenue - Summary of Expected Timing of Revenue Recognition (Details) $ in Thousands | Mar. 31, 2019USD ($) |
Revenue from Contract with Customer [Abstract] | |
Total expected revenue recognition | $ 19,731 |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2019-04-01 | |
Revenue from Contract with Customer [Abstract] | |
Total expected revenue recognition | $ 9,002 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Expected revenue recognition period | 9 months |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2020-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total expected revenue recognition | $ 5,702 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Expected revenue recognition period | 1 year |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-01-01 | |
Revenue from Contract with Customer [Abstract] | |
Total expected revenue recognition | $ 2,070 |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | |
Expected revenue recognition period | 1 year |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Feb. 28, 2014 | |
Finite-Lived Intangible Assets [Line Items] | |||
Amortization of intangible assets | $ 2,800 | $ 2,800 | |
DVS Sciences, Inc. | |||
Finite-Lived Intangible Assets [Line Items] | |||
Preliminary goodwill | $ 104,100 | ||
Amortization of intangible assets | $ 3,100 | $ 3,100 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, net - Schedule of Finite-lived Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2019 | Dec. 31, 2018 | |
Finite-Lived Intangible Assets [Line Items] | ||
Net | $ 58,755 | |
Developed technology | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | 112,000 | $ 112,000 |
Accumulated Amortization | (57,400) | (54,600) |
Net | $ 54,600 | $ 57,400 |
Weighted-Average Amortization Period | 10 years | 10 years |
Patents and licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Amount | $ 11,274 | $ 11,274 |
Accumulated Amortization | (7,119) | (6,861) |
Net | $ 4,155 | $ 4,413 |
Weighted-Average Amortization Period | 7 years 9 months 18 days | 7 years 9 months 18 days |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, net - Future Amortization Expense (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Finite-Lived Intangible Assets [Line Items] | ||
2019 | $ 9,181 | |
2020 | 12,242 | |
2021 | 12,087 | |
2022 | 12,004 | |
2023 | 11,834 | |
Thereafter | 1,407 | |
Net | 58,755 | |
Developed Technology Amortization Expense | ||
Finite-Lived Intangible Assets [Line Items] | ||
2019 | 8,400 | |
2020 | 11,200 | |
2021 | 11,200 | |
2022 | 11,200 | |
2023 | 11,200 | |
Thereafter | 1,400 | |
Net | 54,600 | $ 57,400 |
Patents and Licenses Amortization Expense | ||
Finite-Lived Intangible Assets [Line Items] | ||
2019 | 781 | |
2020 | 1,042 | |
2021 | 887 | |
2022 | 804 | |
2023 | 634 | |
Thereafter | 7 | |
Net | $ 4,155 | $ 4,413 |
Balance Sheet Details - Invento
Balance Sheet Details - Inventories (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Balance Sheet Related Disclosures [Abstract] | ||
Raw materials | $ 7,096 | $ 5,996 |
Work-in-process | 612 | 650 |
Finished goods | 6,046 | 6,357 |
Total inventories, net | $ 13,754 | $ 13,003 |
Balance Sheet Details - Propert
Balance Sheet Details - Property and Equipment, net (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, excluding construction in process, gross | $ 32,115 | $ 31,660 |
Less accumulated depreciation and amortization | (23,901) | (22,855) |
Construction-in-progress | 20 | 20 |
Property and equipment, net | 8,234 | 8,825 |
Computer equipment and software | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 4,316 | 4,201 |
Laboratory and manufacturing equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 19,071 | 18,780 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 7,042 | 7,173 |
Office furniture and fixtures | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 1,686 | $ 1,506 |
Balance Sheet Details - Warrant
Balance Sheet Details - Warranty (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Movement in Standard Product Warranty Accrual [Roll Forward] | ||
Beginning balance | $ 863 | $ 699 |
Accrual for current period warranties | 286 | 337 |
Warranty costs incurred | (219) | (445) |
Ending balance | $ 930 | $ 591 |
Convertible Notes and Credit _3
Convertible Notes and Credit Facility - Narrative (Details) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Feb. 28, 2019 | Aug. 31, 2018 | Mar. 31, 2018 | Feb. 28, 2014 | Mar. 31, 2019 | Mar. 31, 2018 | Feb. 27, 2019 | Dec. 31, 2018 | |
Debt Instrument [Line Items] | ||||||||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | ||||||
Debt offering-related expenses | $ 0 | $ 82,000 | ||||||
Gain (loss) on extinguishment of convertible notes | (9,000,000) | 0 | ||||||
Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes | 51,250,000 | $ 201,249,000 | ||||||
Maximum borrowing capacity | $ 150,000,000 | |||||||
Convertible Debt | Trustee | ||||||||
Debt Instrument [Line Items] | ||||||||
Gain (loss) on extinguishment of convertible notes | (9,000,000) | |||||||
Maximum borrowing capacity | 138,100,000 | $ 11,900,000 | ||||||
Convertible Debt | 2014 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes | $ 201,300,000 | $ 51,250,000 | 51,250,000 | |||||
Interest rate on notes | 2.75% | 2.75% | ||||||
Initial conversion rate of notes (shares) | 17.8750 | |||||||
Common stock, par value (usd per share) | $ 0.001 | |||||||
Principal amount of notes | $ 1,000 | |||||||
Initial conversion price of stock (usd per share) | $ 55.94 | |||||||
Debt instrument redemption price when undergo fundamental change | 100.00% | |||||||
Proceeds from issuance of convertible notes, net | $ 195,200,000 | |||||||
Debt offering-related expenses | 1,100,000 | |||||||
Underwriting discount | $ 6,000,000 | $ 1,215,000 | 1,232,000 | |||||
Aggregate principal loan outstanding | 51,250,000 | 51,250,000 | ||||||
Convertible Debt | 2014 Notes | Period One | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price | 130.00% | |||||||
Convertible Debt | 2014 Notes | Period Two | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument redemption price | 100.00% | |||||||
Convertible Debt | 2014 Notes | February 5, 2021, February 6, 2024, and February 6, 2029 | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument redemption price | 100.00% | |||||||
Convertible Debt | 2018 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Principal amount of notes | $ 150,000,000 | $ 0 | $ 150,000,000 | 149,999,000 | ||||
Interest rate on notes | 2.75% | 2.75% | 2.75% | |||||
Initial conversion rate of notes (shares) | 126.9438 | 126.9438 | ||||||
Common stock, par value (usd per share) | $ 0.001 | $ 0.001 | ||||||
Principal amount of notes | $ 1,000 | $ 1,000 | ||||||
Initial conversion price of stock (usd per share) | $ 7.88 | $ 7.88 | ||||||
Debt redemption conditioned upon common stock value exceeding a percentage of the conversion price | 110.00% | |||||||
Debt instrument redemption price when undergo fundamental change | 100.00% | |||||||
Underwriting discount | $ 0 | 29,558,000 | ||||||
Aggregate principal loan outstanding | $ 150,000,000 | $ 51,300,000 | 0 | $ 150,000,000 | $ 149,999,000 | |||
Fair value of debt | 145,500,000 | 145,500,000 | ||||||
Gain (loss) on extinguishment of convertible notes | $ 100,000 | (9,000,000) | ||||||
Debt instrument, redemption price, percentage of principal amount redeemed | 120.00% | |||||||
Value of conversion option recorded in additional paid in capital | $ 29,300,000 | |||||||
Offering related costs | 2,800,000 | 2,800,000 | ||||||
Debt issuance costs | 2,200,000 | $ 2,200,000 | ||||||
Equity issuance costs | $ 600,000 | |||||||
Secured Debt | Revolving Credit Facility | Silicon Valley Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate on notes | 5.50% | |||||||
Debt issuance costs | $ 335,000 | |||||||
Maximum borrowing capacity | $ 15,000,000 | |||||||
Maximum borrowing capacity, percentage of eligible receivables | 85.00% | |||||||
Maximum borrowing capacity, percentage of eligible inventory | 50.00% | |||||||
Availability under the credit facility | 13,700,000 | |||||||
Outstanding line of credit | 0 | |||||||
Unused borrowing capacity fee, percent | 0.75% | |||||||
Commitment fee amount | $ 225,000 | |||||||
Increase in interest due to default | 5.00% | |||||||
Secured Debt | Revolving Credit Facility | Silicon Valley Bank | Prime Rate | ||||||||
Debt Instrument [Line Items] | ||||||||
Basis spread on variable rate | 0.50% | |||||||
Secured Debt | Period One | Revolving Credit Facility | Silicon Valley Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Percent of prepayment fee | 2.00% | |||||||
Secured Debt | Period Two | Revolving Credit Facility | Silicon Valley Bank | ||||||||
Debt Instrument [Line Items] | ||||||||
Percent of prepayment fee | 1.00% | |||||||
Common Stock [Member] | Convertible Debt | ||||||||
Debt Instrument [Line Items] | ||||||||
Net proceeds from issuance of common stock | $ 133,300,000 | |||||||
Common Stock [Member] | Convertible Debt | 2014 Notes | ||||||||
Debt Instrument [Line Items] | ||||||||
Conversion of debt into common stock (in shares) | 19,460,260 | 19,500,000 |
Convertible Notes and Credit _4
Convertible Notes and Credit Facility - Components of Notes (Details) - Convertible Debt - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Feb. 28, 2014 |
Debt Instrument [Line Items] | ||||
Net carrying value of convertible notes | $ 49,780 | $ 172,058 | ||
2014 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate on notes | 2.75% | 2.75% | ||
Principal amount | $ 51,250 | 51,250 | ||
Unamortized debt discount | (1,215) | (1,232) | $ (6,000) | |
Unamortized debt issuance cost | (255) | (224) | ||
Net carrying value of convertible notes | $ 49,780 | 49,794 | ||
2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Interest rate on notes | 2.75% | 2.75% | ||
Principal amount | $ 0 | 149,999 | $ 150,000 | $ 51,300 |
Unamortized debt discount | 0 | (29,558) | ||
Unamortized debt issuance cost | 0 | (1,932) | ||
Premium accretion of 2018 Notes | $ 0 | 3,755 | ||
Net carrying value of convertible notes | $ 122,264 |
Leases - Narrative (Details)
Leases - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Operating Leased Assets [Line Items] | ||
Renewal term | 5 years | |
Future minimum lease payments and minimum sublease income, net of expenses | $ 75 | |
Operating lease rent expense, amortization of lease incentives and sublease income | $ 1,200 | |
Minimum | ||
Operating Leased Assets [Line Items] | ||
Term of contract | 1 year | |
Maximum | ||
Operating Leased Assets [Line Items] | ||
Term of contract | 8 years | |
California | ||
Operating Leased Assets [Line Items] | ||
Term of contract | 10 years 3 months | |
Right-of-use asset and lease liability | $ 32,000 | |
Letter of credit | $ 2,000 |
Leases - Schedule of Operating
Leases - Schedule of Operating Lease, Right-of-Use Asset (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Operating Leased Assets [Line Items] | ||
Gross Amount | $ 7,912,000 | |
Accumulated Amortization | (735,000) | |
Net | 7,177,000 | $ 0 |
Operating lease right-of-use buildings | ||
Operating Leased Assets [Line Items] | ||
Gross Amount | 7,556,000 | |
Accumulated Amortization | (696,000) | |
Net | 6,860,000 | |
Operating lease right-of-use equipment | ||
Operating Leased Assets [Line Items] | ||
Gross Amount | 76,000 | |
Accumulated Amortization | (10,000) | |
Net | 66,000 | |
Operating lease right-of-use vehicles | ||
Operating Leased Assets [Line Items] | ||
Gross Amount | 280,000 | |
Accumulated Amortization | (29,000) | |
Net | $ 251,000 |
Leases - Schedule of Operatin_2
Leases - Schedule of Operating Lease Cost (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Leases [Abstract] | |
Variable lease, cost | $ 600 |
Operating lease cost (including $0.6 million of variable costs) | 1,503 |
Cash paid for amounts included in the measurement of operating lease liabilities (included in net cash used in operating activities) | |
Operating cash flows from operating leases | $ 1,018 |
Weighted average remaining lease term (in years) | 4 years 3 months 18 days |
Weighted average discount rate | 5.30% |
Leases - Operating Lease Maturi
Leases - Operating Lease Maturity (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Operating Lease Liabilities, Payments Due [Abstract] | ||
2019 (remainder of the year) | $ 3,053 | |
2020 | 2,209 | |
2021 | 1,264 | |
2022 | 931 | |
2023 | 716 | |
Thereafter | 1,790 | |
Total future minimum payments (income) | 9,963 | |
Less: imputed interest | (1,057) | |
Total | 8,906 | |
Current operating lease liabilities | 3,701 | $ 0 |
Long-term lease liabilities | 5,205 | 0 |
Operating Leases, Future Minimum Payments Receivable [Abstract] | ||
2019 (remainder of the year) | (434) | |
2020 | (111) | |
2021 | 0 | |
2022 | 0 | |
2023 | 0 | |
Thereafter | 0 | |
Total future minimum payments (income) | (545) | $ (684) |
Net Operating Leases [Abstract] | ||
2019 (remainder of the year) | 2,619 | |
2020 | 2,098 | |
2021 | 1,264 | |
2022 | 931 | |
2023 | 716 | |
Thereafter | 1,790 | |
Total future minimum payments (income) | $ 9,418 |
Leases - Schedule of Future Min
Leases - Schedule of Future Minimum Lease Payments (Details) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Minimum Lease Payments for Operating Leases | ||
2019 | $ 4,184 | |
2019 | 2,213 | |
2020 | 1,245 | |
2021 | 827 | |
2022 | 552 | |
Thereafter | 1,241 | |
Total future minimum payments (income) | 10,262 | |
Minimum Sublease Income | ||
2019 | (520) | |
2019 | (164) | |
2020 | 0 | |
2021 | 0 | |
2022 | 0 | |
Thereafter | 0 | |
Total future minimum payments (income) | $ 545 | 684 |
Net Amount | ||
2019 | 3,664 | |
2019 | 2,049 | |
2020 | 1,245 | |
2021 | 827 | |
2022 | 552 | |
Thereafter | 1,241 | |
Total future minimum payments (income) | $ 9,578 |
Fair Value of Financial Instr_3
Fair Value of Financial Instruments - Summary of Investments and Cash Equivalents (Details) - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 |
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | $ 75,133,000 | $ 95,401,000 |
Gross Unrealized Gain | 2,000 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 75,135,000 | 95,401,000 |
Cash and Cash Equivalents | 65,636,000 | 95,401,000 |
Short-Term Marketable Securities | 9,499,000 | 0 |
Transfer between level 1 and level 2 | 0 | 0 |
Cash | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 12,600,000 | 17,685,000 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 12,600,000 | 17,685,000 |
Cash and Cash Equivalents | 12,600,000 | 17,685,000 |
Short-Term Marketable Securities | 0 | 0 |
Level I | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 62,533,000 | 77,716,000 |
Gross Unrealized Gain | 2,000 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 62,535,000 | 77,716,000 |
Cash and Cash Equivalents | 53,036,000 | 77,716,000 |
Short-Term Marketable Securities | 9,499,000 | 0 |
Level I | Money market funds | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 53,034,000 | 77,716,000 |
Gross Unrealized Gain | 2,000 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 53,036,000 | 77,716,000 |
Cash and Cash Equivalents | 53,036,000 | 77,716,000 |
Short-Term Marketable Securities | 0 | 0 |
Level I | U.S. treasury securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 0 | |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 9,499,000 | 0 |
Cash and Cash Equivalents | 0 | 0 |
Short-Term Marketable Securities | 9,499,000 | 0 |
Contractual maturity periods | 9,499,000 | |
Level II | U.S. government and agency securities | ||
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items] | ||
Carrying Amount | 0 | 0 |
Gross Unrealized Gain | 0 | 0 |
Gross Unrealized Loss | 0 | 0 |
Fair Value | 0 | 0 |
Cash and Cash Equivalents | 0 | 0 |
Short-Term Marketable Securities | $ 0 | $ 0 |
Fair Value of Financial Instr_4
Fair Value of Financial Instruments - Schedule of Debt (Details) - Convertible Debt - USD ($) | Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2018 | Feb. 28, 2014 |
Debt Instrument [Line Items] | ||||
Principal amount of notes | $ 51,250,000 | $ 201,249,000 | ||
2014 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes | 51,250,000 | 51,250,000 | $ 201,300,000 | |
2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Principal amount of notes | 0 | 149,999,000 | $ 150,000,000 | |
Carrying Value | ||||
Debt Instrument [Line Items] | ||||
Fair value disclosure of notes | 49,780,000 | 172,058,000 | ||
Carrying Value | 2014 Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value disclosure of notes | 49,780,000 | 49,794,000 | ||
Carrying Value | 2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value disclosure of notes | 0 | 122,264,000 | ||
Fair Value | ||||
Debt Instrument [Line Items] | ||||
Fair value disclosure of notes | 48,431,000 | 215,508,000 | ||
Fair Value | 2014 Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value disclosure of notes | 48,431,000 | 43,665,000 | ||
Fair Value | 2018 Notes | ||||
Debt Instrument [Line Items] | ||||
Fair value disclosure of notes | $ 0 | $ 171,843,000 |
Shareholders' Equity (Details)
Shareholders' Equity (Details) - Common Stock - USD ($) $ in Millions | 1 Months Ended | 3 Months Ended |
Feb. 28, 2019 | Mar. 31, 2019 | |
Subsidiary, Sale of Stock [Line Items] | ||
Shares sold (shares) | 19,460,000 | |
Convertible Debt | ||
Subsidiary, Sale of Stock [Line Items] | ||
Shares sold (shares) | 19,460,260 | |
Net proceeds from issuance of common stock | $ 133.3 | |
2014 Notes | Convertible Debt | ||
Subsidiary, Sale of Stock [Line Items] | ||
Conversion of debt into common stock (in shares) | 19,460,260 | 19,500,000 |
Stock-Based Plans - Narrative (
Stock-Based Plans - Narrative (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 05, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 2,271,000 | $ 1,747,000 | |
Number of stock units granted (shares) | 375,000 | ||
Restricted Stock Units (RSUs) | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 4 years | ||
Award vesting rights, percentage | 25.00% | ||
Compensation cost not yet recognized | $ 12,900,000 | ||
Period for recognition | 3 years 2 months 12 days | ||
Number of stock units granted (shares) | 491,000 | ||
Employee Stock Option | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Compensation cost not yet recognized | $ 3,600,000 | ||
Period for recognition | 2 years 4 months 24 days | ||
Performance-based options | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 3 years | ||
Compensation cost not yet recognized | $ 7,000,000 | ||
Period for recognition | 2 years 7 months 6 days | ||
Number of stock units granted (shares) | 375,339 | ||
Performance-based options | Minimum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of performance units expected to vest | 0.00% | ||
Performance-based options | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Percentage of performance units expected to vest | 200.00% | ||
Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Share-based compensation expense | $ 126,000 | $ 121,000 | |
Equity Incentive Plan Twenty Eleven | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Portion of stock options vested on first anniversary | 25.00% | ||
Equity Incentive Plan Twenty Eleven | Vesting Scenario One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum percentage on fair market value | 100.00% | ||
Equity Incentive Plan Twenty Eleven | Vesting Scenario One | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 10 years | ||
Equity Incentive Plan Twenty Eleven | Vesting Scenario Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Minimum percentage on fair market value | 110.00% | ||
Vesting restrictions, ownership percentage | 10.00% | ||
Equity Incentive Plan Twenty Eleven | Vesting Scenario Two | Maximum | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Award vesting period | 5 years | ||
Equity Incentive Plan Twenty Eleven | Stock Options Vesting One | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of months to vest ratably after first anniversary | 36 months | ||
Equity Incentive Plan Twenty Eleven | Stock Options Vesting Two | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of months to vest ratably after first anniversary | 48 months | ||
2017 Inducement Award Plan | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares authorized (in shares) | 2,000,000 | ||
Two Thousand Seventeen Employee Stock Purchase Plan | Employee Stock | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Duration of plan | 6 months | ||
Maximum employee subscription rate | 10.00% | ||
Maximum employee purchase amount | $ 25,000 | ||
Purchase price of common stock, percent | 85.00% |
Stock-Based Plans - Restricted
Stock-Based Plans - Restricted Stock And Performance Stock Unit (Details) | 3 Months Ended |
Mar. 31, 2019$ / sharesshares | |
Number of Units | |
Beginning balance (in shares) | 155,000 |
Number of stock units granted (shares) | 375,000 |
Number of units releases (in shares) | 0 |
Number of units forfeited (in shares) | 0 |
Ending balance (in shares) | 530,000 |
Weighted-Average Grant Date Fair Value per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 10.09 |
Weighted average fair value per stock units released (usd per share) | $ / shares | 0 |
Weighted average fair value per stock units forfeited (usd per share) | $ / shares | 0 |
Ending balance (in dollars per share) | $ / shares | $ 14.67 |
Restricted Stock Units (RSUs) | |
Number of Units | |
Beginning balance (in shares) | 1,812,000 |
Number of stock units granted (shares) | 491,000 |
Number of units releases (in shares) | (144,000) |
Number of units forfeited (in shares) | (93,000) |
Ending balance (in shares) | 2,066,000 |
Weighted-Average Grant Date Fair Value per Unit | |
Beginning balance (in dollars per share) | $ / shares | $ 7.09 |
Weighted average fair value per stock units granted (usd per share) | $ / shares | 10.32 |
Weighted average fair value per stock units released (usd per share) | $ / shares | 9.16 |
Weighted average fair value per stock units forfeited (usd per share) | $ / shares | 8.70 |
Ending balance (in dollars per share) | $ / shares | $ 7.65 |
Performance-based options | |
Number of Units | |
Number of stock units granted (shares) | 375,339 |
Weighted-Average Grant Date Fair Value per Unit | |
Weighted average fair value per stock units granted (usd per share) | $ / shares | $ 16.56 |
Stock-Based Plans - Stock Optio
Stock-Based Plans - Stock Option Activity (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019 | Dec. 31, 2018 | Mar. 31, 2019 | |
Number of Options | |||
Beginning balance (in shares) | 2,385 | ||
Options granted (in shares) | 0 | ||
Options exercised (in shares) | (53) | ||
Option forfeited (in shares) | (47) | ||
Ending balance (in shares) | 2,285 | 2,385 | |
Vested (in shares) | 1,129 | ||
Expected (in shares) | 1,156 | ||
Weighted-Average Exercise Price per Option | |||
Beginning balance (in dollars per share) | $ 7.58 | $ 7.56 | $ 7.58 |
Options exercised (in dollars per share) | 5.54 | ||
Option forfeited (in dollars per share) | 8.91 | ||
Ending balance (in dollars per share) | $ 7.58 | $ 7.56 | |
Vested (in dollars per share) | 9.43 | ||
Expected (in dollars per share) | $ 5.76 | ||
Weighted- Average Remaining Contractual Life (in Years) | |||
Contractual life | 7 years 6 months | 7 years 9 months 18 days | |
Vested at December 31, 2018 | 6 years 3 months 18 days | ||
Expected to vest at December 31, 2018 | 8 years 8 months 12 days | ||
Aggregate Intrinsic Value | |||
Balance at December 31, 2018 | $ 5,991 | ||
Options exercised | 254 | ||
Balance as at March 31, 2019 | $ 14,702 | $ 5,991 | |
Vested at March 31, 2019 | $ 6,001 | ||
Expected to vest at March 31, 2019 | $ 8,698 |
- Compensation Expense (Details
- Compensation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Share-based Compensation | $ 2,271 | $ 1,747 |
Employee Stock Purchase Plan | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Share-based Compensation | 126 | 121 |
Options and Restricted Stock Units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Total Share-based Compensation | $ 2,145 | $ 1,626 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax expense (benefit) | $ 42 | $ (1,183) |
Information about Geographic _2
Information about Geographic Areas - (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019USD ($)segment | Mar. 31, 2018USD ($) | |
Concentration Risk [Line Items] | ||
Number of reporting segments (segment) | segment | 1 | |
Total revenue | $ 30,111 | $ 25,248 |
Revenue from Contract with Customer | United States | ||
Concentration Risk [Line Items] | ||
Total revenue | $ 12,500 | $ 10,100 |
Concentration risk percent | 41.60% | 40.10% |
Revenue from Contract with Customer | China | ||
Concentration Risk [Line Items] | ||
Total revenue | $ 3,500 | $ 3,300 |
Concentration risk percent | 11.60% | 13.10% |
Revenue from Contract with Customer | Japan | ||
Concentration Risk [Line Items] | ||
Total revenue | $ 4,000 | |
Concentration risk percent | 13.40% |
Uncategorized Items - a033119q1
Label | Element | Value |
Accounting Standards Update 2014-09 [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 358,000 |
Accounting Standards Update 2014-09 [Member] | Retained Earnings [Member] | ||
Cumulative Effect of New Accounting Principle in Period of Adoption | us-gaap_CumulativeEffectOfNewAccountingPrincipleInPeriodOfAdoption | $ 358,000 |