STANDARD BIOTOOLS INC. 10-Q

Item 1. Financial Statements FLUIDIGM CORPORATION CONDENSED CONSOLIDATED BALANCE SHEETS (In thousands) (Unaudited) September 30, December 31, 2020 2019 ASSETS Current assets: Cash and cash equivalents $ 72,345 $ 21,661 Short-term investments — 36,978 Accounts receivable (net of allowances of $ 324 and $ 6 , at September 30, 2020 and December 31, 2019, respectively) 17,613 18,981 Grant receivable 7,456 — Inventories 19,560 13,884 Prepaid expenses and other current assets 5,689 4,592 Total current assets 122,663 96,096 Property and equipment, net 7,531 8,056 Operating lease right-of-use asset, net 38,469 4,860 Other non-current assets 4,904 5,492 Developed technology, net 42,955 46,200 Goodwill 106,455 104,108 Total assets $ 322,977 $ 264,812 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 10,971 $ 6,510 Accrued compensation and related benefits 9,122 5,160 Operating lease liabilities, current 2,697 1,833 Other accrued liabilities 6,565 7,515 Deferred revenue, current 13,436 11,803 Total current liabilities 42,791 32,821 Convertible notes, net 54,121 53,821 Deferred tax liability 9,041 11,494 Operating lease liabilities, non-current 38,607 4,323 Deferred revenue, non-current 7,684 8,168 Deferred grant income, non-current 18,224 — Other non-current liabilities 536 573 Total liabilities 171,004 111,200 Commitments and contingencies Stockholders’ equity: Preferred stock, $ 0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either September 30, 2020 or December 31, 2019 — — Common stock: $ 0.001 par value, 200,000 shares authorized at September 30, 2020 and December 31, 2019; 74,115 and 69,956 shares issued and outstanding at September 30, 2020 and December 31, 2019, respectively 74 70 Additional paid-in capital 810,923 777,765 Accumulated other comprehensive loss ( 289 ) ( 582 ) Accumulated deficit ( 658,735 ) ( 623,641 ) Total stockholders’ equity 151,973 153,612 Total liabilities and stockholders’ equity $ 322,977 $ 264,812 See accompanying notes 1 FLUIDIGM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (In thousands, except per share amounts) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Revenue: Product revenue $ 29,210 $ 20,666 $ 65,596 $ 68,728 Service revenue 6,131 5,630 16,457 15,875 Development revenue 3,180 — 6,180 — Other revenue 1,340 200 5,303 200 Total revenue 39,861 26,496 93,536 84,803 Costs and expenses: Cost of product revenue 12,773 10,520 31,896 33,009 Cost of service revenue 1,769 1,938 4,531 5,403 Research and development 8,128 7,125 25,275 23,362 Selling, general and administrative 22,655 20,729 65,966 65,687 Total costs and expenses 45,325 40,312 127,668 127,461 Loss from operations ( 5,464 ) ( 13,816 ) ( 34,132 ) ( 42,658 ) Interest expense ( 885 ) ( 444 ) ( 2,682 ) ( 3,636 ) Loss from extinguishment of debt — — — ( 9,000 ) Other income (expense), net 107 205 ( 248 ) 920 Loss before income taxes ( 6,242 ) ( 14,055 ) ( 37,062 ) ( 54,374 ) Income tax benefit 243 1,168 2,068 2,269 Net loss $ ( 5,999 ) $ ( 12,887 ) $ ( 34,994 ) $ ( 52,105 ) Net loss per share, basic and diluted $ ( 0.08 ) $ ( 0.19 ) $ ( 0.49 ) $ ( 0.79 ) Shares used in computing net loss per share, basic and diluted 72,486 69,469 71,294 65,792 See accompanying notes 2 FLUIDIGM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (In thousands) (Unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Net loss $ ( 5,999 ) $ ( 12,887 ) $ ( 34,994 ) $ ( 52,105 ) Other comprehensive income (loss), net of tax Foreign currency translation adjustment 523 ( 121 ) 329 ( 122 ) Net change in unrealized gain (loss) on investments ( 3 ) ( 14 ) ( 36 ) 51 Other comprehensive income (loss), net of tax 520 ( 135 ) 293 ( 71 ) Comprehensive loss $ ( 5,479 ) $ ( 13,022 ) $ ( 34,701 ) $ ( 52,176 ) See accompanying notes 3 FLUIDIGM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of December 31, 2019 69,956 $ 70 $ 777,765 $ ( 582 ) $ ( 623,641 ) $ 153,612 Issuance of restricted stock, net of shares withheld for taxes, and other 255 — ( 146 ) — — ( 146 ) Cumulative-effect of new accounting standard for Topic 326 Credit Losses — — — — ( 100 ) ( 100 ) Stock-based compensation expense — — 2,364 — — 2,364 Acquisition of InstruNor AS 485 1 2,048 — — 2,049 Net loss — — — — ( 15,980 ) ( 15,980 ) Other comprehensive loss, net of tax — — — ( 303 ) — ( 303 ) Balance as of March 31, 2020 70,696 $ 71 $ 782,031 $ ( 885 ) $ ( 639,721 ) $ 141,496 Issuance of restricted stock, net of shares withheld for taxes, and other 286 — ( 116 ) — — ( 116 ) Issuance of common stock under ESPP 301 — 645 — — 645 Stock-based compensation expense — — 3,633 — — 3,633 Net loss — — — — ( 13,015 ) ( 13,015 ) Other comprehensive income, net of tax — — — 76 — 76 Balance as of June 30, 2020 71,283 $ 71 $ 786,193 $ ( 809 ) $ ( 652,736 ) $ 132,719 Issuance of restricted stock, net of shares withheld for taxes, and other 258 1 ( 124 ) — — ( 123 ) Issuance of common stock from option exercises 94 — 450 — — 450 Issuance of common stock from at-the-market offering, net of issuance costs 2,480 2 20,226 — — 20,228 Equity issuance costs — — ( 180 ) — — ( 180 ) Stock-based compensation expense — — 4,358 — — 4,358 Net loss — — — — ( 5,999 ) ( 5,999 ) Other comprehensive income, net of tax — — — 520 — 520 Balance as of September 30, 2020 74,115 $ 74 $ 810,923 $ ( 289 ) $ ( 658,735 ) $ 151,973 See accompanying notes 4 FLUIDIGM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) (Unaudited) Common Stock Additional Paid-in Capital Accumulated Other Comprehensive Income (Loss) Accumulated Deficit Total Stockholders’ Equity Shares Amount Balance as of December 31, 2018 49,338 $ 49 $ 631,605 $ ( 687 ) $ ( 558,851 ) $ 72,116 Issuance of common stock on bond conversion 19,460 19 133,279 — — 133,298 Issuance of restricted stock, net of shares withheld for taxes, and other 140 1 ( 177 ) — — ( 176 ) Issuance of common stock from option exercises 53 — 255 — — 255 Stock-based compensation expense — — 2,207 — — 2,207 Net loss — — — — ( 25,465 ) ( 25,465 ) Other comprehensive income, net of tax — — — 10 — 10 Balance as of March 31, 2019 68,991 $ 69 $ 767,169 $ ( 677 ) $ ( 584,316 ) $ 182,245 Issuance of restricted stock, net of shares withheld for taxes, and other 183 — ( 325 ) — — ( 325 ) Issuance of common stock from option exercises 130 — 793 — — 793 Issuance of common stock under ESPP 96 — 641 — — 641 Stock-based compensation expense — — 2,985 — — 2,985 Net loss — — — — ( 13,753 ) ( 13,753 ) Other comprehensive income, net of tax — — — 54 — 54 Balance as of June 30, 2019 69,400 $ 69 $ 771,263 $ ( 623 ) $ ( 598,069 ) $ 172,640 Issuance of restricted stock, net of shares withheld for taxes, and other 149 1 ( 70 ) — — ( 69 ) Issuance of common stock from option exercises 1 — 1 — — 1 Stock-based compensation expense — — 3,055 — — 3,055 Net loss — — — — ( 12,887 ) ( 12,887 ) Other comprehensive income (loss), net of tax — — — ( 135 ) — ( 135 ) Balance as of September 30, 2019 69,550 $ 70 $ 774,249 $ ( 758 ) $ ( 610,956 ) $ 162,605 See accompanying notes 5 FLUIDIGM CORPORATION CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (In thousands) (Unaudited) Nine Months Ended September 30, 2020 2019 Operating activities Net loss $ ( 34,994 ) $ ( 52,105 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 2,988 3,484 Stock-based compensation expense 10,358 8,292 Amortization of developed technology 8,929 8,400 Amortization of debt discounts, premiums and issuance costs 415 2,130 Lease amortization 1,863 ( 371 ) Loss on extinguishment of debt — 9,000 Provision for excess and obsolete inventory 680 1,356 Loss on disposal of property and equipment 191 52 Other non-cash items 13 195 Changes in assets and liabilities: Accounts receivable, net 967 3,195 Inventories ( 6,773 ) ( 3,672 ) Prepaid expenses and other assets ( 2,395 ) ( 1,338 ) Accounts payable 4,996 605 Deferred revenue 1,258 1,592 Other liabilities ( 180 ) ( 10,506 ) Net cash used in operating activities ( 11,684 ) ( 29,691 ) Investing activities Acquisition, net of cash acquired ( 5,154 ) — Purchases of investments — ( 52,719 ) Proceeds from RADx grant 11,151 — Proceeds from sale of investments 5,010 — Proceeds from maturities of investments 31,800 16,000 Purchases of property and equipment ( 2,010 ) ( 2,031 ) Net cash provided by (used in) investing activities 40,797 ( 38,750 ) Financing activities Proceeds from issuance of common stock from at-the-market offering, net of commissions 20,226 — Payment of debt and equity issuance costs ( 509 ) ( 128 ) Proceeds from exercise of stock options 450 1,049 Proceeds from stock issuance from ESPP 645 641 Payments for taxes related to net share settlement of equity awards and other ( 387 ) ( 556 ) Net cash provided by financing activities 20,425 1,006 Effect of foreign exchange rate fluctuations on cash and cash equivalents 86 ( 5 ) Net increase (decrease) in cash, cash equivalents and restricted cash 49,624 ( 67,440 ) Cash, cash equivalents and restricted cash at beginning of period 23,736 95,401 Cash, cash equivalents and restricted cash at end of period $ 73,360 $ 27,961 Supplemental disclosures of cash flow information Cash paid for interest $ 86 $ 3,513 Cash paid for income taxes, net of refunds $ 386 $ 128 Asset retirement obligations $ 319 $ 311 See accompanying notes 6 FLUIDIGM CORPORATION NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS September 30, 2020 1. Description of Business Fluidigm Corporation (the Company, Fluidigm, we, our or us) creates, manufactures, and markets technologies and tools for life sciences research, including preparatory and analytical instruments for Mass Cytometry, PCR, Library Prep, Single Cell Genomics, and consumables, including integrated fluidic circuits (IFC), assays, and reagents. Our focus is on the most pressing needs in translational and clinical research, including infectious disease, cancer, immunology and immunotherapy. We sell our instruments, consumables and services to academic institutions, clinical laboratories, and contract research organizations, as well as biopharmaceutical, biotechnology, and agricultural biotechnology companies. The Company was formerly known as Mycometrix Corporation and changed its name to Fluidigm Corporation in April 2001. Fluidigm Corporation was founded in 1999 and is headquartered in South San Francisco, California. 2. Summary of Significant Accounting Policies Basis of Presentation and Consolidation 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 September 30, 2020, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, the United Kingdom, China, Germany and Norway. 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 income and 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. Unaudited Interim Financial Information The accompanying interim condensed consolidated financial statements and related disclosures are unaudited, have been prepared on the same basis as the annual financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary for a fair statement of the results of operations for the periods presented. The year-end condensed consolidated balance sheet was derived from audited financial statements, but does not include all disclosures required by U.S. GAAP. The condensed consolidated results of operations for the nine months ended September 30, 2020 are not necessarily indicative of the results to be expected for the full year or for any other year or interim period. The accompanying condensed consolidated financial statements should be read in conjunction with the audited financial statements and the related notes for the year ended December 31, 2019 included in our annual report on Form 10-K, filed with the SEC on February 27, 2020. Use of Estimates The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions believed to be reasonable, which together form the basis for making judgments about the carrying values of assets and liabilities. The full extent to which the COVID-19 pandemic impacts our business, results of operations and financial condition will depend on numerous evolving factors including, but not limited to, the magnitude and duration of the pandemic, the extent to which it will impact worldwide macroeconomic conditions, including the speed of recovery, and governmental and business reactions to the pandemic. We assessed certain accounting matters that generally require consideration of forecasted financial information in the context of information available to us and the unknown impact of COVID-19 as of September 30, 2020. These accounting matters included, but were not limited to, our allowance for doubtful accounts and credit losses, inventory and related reserves and the carrying value of goodwill and other long-lived assets. Actual results could differ materially from these estimates and could have a material adverse effect on our condensed consolidated financial statements. 7 Foreign Currency Assets and liabilities of non-U.S. subsidiaries that use the local currency as their functional currency are translated into U.S. dollars at exchange rates in effect on the balance sheet date. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity. Income and expense accounts are translated at monthly average exchange rates during the year. 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. We also generate revenue from development agreements, license and royalty agreements and grants. Revenue is reported net of any sales, use and value-added taxes we collect from customers as required by government authorities. Research and development cost includes costs associated with development and grant revenue. 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, maintenance, 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 condensed consolidated balance sheet as deferred revenue. Development Revenue The Company has entered and may continue to enter into development agreements with third parties that provide for up-front and periodic milestone payments. Our development agreements may include more than one performance obligation. At the inception of the contract, we assess whether each obligation represents a separate performance obligation or whether such obligations should be combined as a single performance obligation. The transaction price for each development agreement is determined based on the amount of consideration we expect to be entitled to for satisfying all performance obligations within the agreement. We assess the nature of the combined performance obligation to determine whether the combined performance obligation is satisfied over time or at a point in time and, if over time, the appropriate method of measuring progress for purposes of recognizing revenue. In arrangements where we satisfy performance obligation(s) over time, we recognize development revenue typically using an input method based on our costs incurred relative to the total expected cost which determines the extent of our progress toward completion. As part of the accounting for these arrangements, we must develop estimates and assumptions that require judgment to determine the transaction price and progress towards completion. We review our estimate of the transaction price and progress toward completion based on the best information available to recognize the cumulative progress toward completion as of the end of each reporting period, and make revisions to such estimates as necessary. 8 We may also generate revenue from development or collaboration agreements that do not include upfront or milestone-based payments and generally recognize revenue on these types of agreements based on the timing of development activities. Other Revenue Other revenue consists of license and royalty revenue and grant revenue. We recognize revenue from license agreements when the license is transferred to the customer and the customer is able to use and benefit from the license. For contracts that include sales-based royalties, we recognize revenue at the later of (i) when the related sales occur, or (ii) when the performance obligation to which some or all of the royalty has been allocated has been satisfied. In March 2020, we entered into an agreement to settle intellectual property infringement claims, in which we received a $ 3.5 million payment in exchange for a perpetual license under certain Fluidigm intellectual property. The settlement is considered a multiple-element arrangement with each element accounted for individually. Accordingly, $ 3.1 million of the proceeds was recognized as license revenue and $ 0.4 million was offset against legal costs. We receive grants from various entities to perform research and development activities over contractually defined periods. Revenue is generally recognized provided that the conditions under which the grants were provided have been met and any remaining performance obligations are perfunctory. 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. To date, capitalized contract costs have been immaterial. 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, determining the transaction price and progress towards completion on development 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. Accounts Receivable Trade accounts receivable are recorded at net invoice value. We review our exposure to accounts receivable and provide allowances of specific amounts if collectability is no longer reasonably assured based on historical experience and specific customer collection issues. We evaluate such allowances on a regular basis and adjust them as needed. Concentrations of Business and Credit Risk Financial instruments that potentially subject us to credit risk consist of cash, cash equivalents, investments, and accounts receivable. Our cash, cash equivalents, and investments may consist of deposits held with banks, money market funds, and other highly liquid investments that may at times exceed federally insured limits. Cash equivalents and investments are financial instruments that potentially subject us to concentrations of risk. Under our investment policy, we invest primarily in securities issued by the U.S. government. The goals of our investment policy, in order of priority, are as follows: preserve capital, meet liquidity needs, and optimize returns. We generally do not require collateral to support credit sales. To reduce credit risk, we perform credit evaluations of our customers. One customer from whom we derived development revenue exceeded 10 % of revenue for the three and nine months ended September 30, 2020. No other customer represented more than 10% of total revenue for the three and nine months ended September 30, 2020 or 2019. Including the development revenue, revenues from our five largest customers were 31 % and 25 % 9 of total revenue for the three months ended September 30, 2020 and 2019, respectively. Revenues from our five largest customers were 23 % and 20 % of total revenue for the nine months ended September 30, 2020 and 2019, respectively. There was no single customer that represented more than 10% of total accounts receivable at September 30, 2020, or December 31, 2019. Our products include components that are currently procured from a single source or a limited number of sources. We believe that other vendors would be able to provide similar components; however, the qualification of such vendors may require start-up time. In order to mitigate any adverse impacts from a disruption of supply, we attempt to maintain an adequate supply of critical limited-source components. Leases We determine if an arrangement is a lease, or contains a lease, at inception. Operating leases are included in operating lease right-of-use (ROU) assets and current and non-current operating lease liabilities in our condensed consolidated balance sheets. ROU assets represent our right-to-use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As most of our leases do not provide an implicit rate, we generally use our incremental borrowing rate based on the estimated rate of interest for collateralized borrowing over a similar term of the lease payments at commencement date. Significant judgment is required in determining the incremental collateralized borrowing rate. Lease expense for lease payments is recognized on a straight-line basis over the lease term. We elected the short-term lease recognition exemption for all leases that qualify. 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 also elected not to separate lease and nonlease components for our building leases. The nonlease components are generally variable in nature and are expected to represent most of our variable lease costs. Variable costs are expensed as incurred. We have taken a portfolio approach for our vehicle leases by country. 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. Events or changes in circumstances that could affect the likelihood that we will be required to recognize an impairment charge include, but are not limited to, declines in our stock price or market capitalization, economic downturns and other macroeconomic events, including the current COVID-19 pandemic, declines in our market share or revenues, and an increase in our losses, rapid changes in technology, failure to achieve the benefits of capacity increases and utilization, significant litigation arising out of an acquisition, or other matters. Any impairment charges could have a material adverse effect on our operating results and net asset value in the quarter in which we recognize the impairment charge. In evaluating our goodwill and intangible assets with indefinite lives for indications of impairment, 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 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 an impairment loss equal to the difference would be recorded to goodwill. We did no t recognize any impairment of goodwill for any of the periods presented herein. 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 intangibles for any of the periods presented herein. Deferred Grant Income In September 2020, we executed a definitive contract with the National Institutes of Health (NIH) for a project under the NIH Rapid Acceleration of Diagnostics (RADx) program. The definitive contract, which amended the letter contract we entered 10 into with the NIH in July 2020 (collectively, the NIH Contract), has a total value of up to $ 34.0 million upon the achievement of certain conditional milestones. Proceeds from the NIH Contract will be used primarily to expand production capacity and product throughput capabilities. Accounting for the NIH Contract does not fall under ASC 606, Revenue from Contracts with Customers, as the NIH will not benefit directly from our expansion or product development. As there is no authoritative guidance under U.S. GAAP on accounting for government assistance to for-profit business entities, we applied International Accounting Standards (IAS) 20, Accounting for Government Grants and Disclosure of Government Assistance, by analogy when accounting for the NIH Contract payments to Fluidigm. The NIH Contract proceeds meet the definition of grants related to assets as the primary condition for the payments is to fund the purchase and construction of longer-term assets to scale up production capacity. Under IAS 20, government grants related to assets are presented in the statement of financial position either by setting up the grant as deferred income or by deducting the grant in arriving at the carrying amount of the asset. Either of these two methods of presentation of grants related to assets in financial statements are regarded as acceptable alternatives under IAS 20. We have elected to record the grants received as deferred income using the first method. Under IAS 20, grant proceeds are recognized when there is reasonable assurance the conditions of the grant will be met and the grant will be received. With the NIH Contract, this occurs when either each milestone has been accepted by NIH or management concludes the conditions of the grant have been substantially met. We record the NIH Contract proceeds as deferred income. Proceeds used for capital expenditures will be amortized over the period of depreciation for the assets as a reduction of depreciation expense. Any portion of the proceeds used to reimburse research and development expense are recorded as a reduction of those expenses incurred to date. 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 2.75 % Exchange Convertible Senior Notes due 2034 (2018 Notes). 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. In the first quarter of 2019, the 2018 Notes were converted into 19.5 million shares of our common stock and the 2018 Notes were retired. We recorded a loss of $ 9.0 million on the retirement of the 2018 Notes. We determined the fair value of the 2018 Notes using valuation techniques that required us to make assumptions related to the implied discount rate. In November 2019, we closed a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act of $ 55.0 million aggregate principal amount of our 5.25 % Senior Convertible Notes due 2024 (2019 Notes). Most of the issuance proceeds were used to retire approximately $ 50.2 million of aggregate principal amount of our 2014 Notes, leaving approximately $ 1.1 million of aggregate principal amount of our 2014 Notes outstanding. As the 2019 Notes do not provide for a cash conversion feature, the 2019 Notes are recorded as debt in their entirety in accordance with ASC 470. For the 2014, 2018 and 2019 Notes, offering-related costs, including underwriting costs, were capitalized as debt issuance costs, recorded as an offset to the carrying value of the related Notes, and are amortized over the expected term of the related Notes using the effective interest method. See Note 8 for a detailed discussion of the accounting treatment of the transactions and additional information. Comprehensive Loss Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) consists of unrealized gains and losses on our investments and foreign currency translation adjustments. Total comprehensive loss for all periods presented has been disclosed in the condensed consolidated statements of comprehensive loss. 11 The components of accumulated other comprehensive loss, net of tax, for the three and nine months ended September 30, 2020 are as follows (in thousands): Foreign Currency Translation Adjustment Unrealized Gain (Loss) on Investments Accumulated Other Comprehensive Income (Loss) Ending balance at December 31, 2019 $ ( 618 ) $ 36 $ ( 582 ) Other comprehensive income (loss) ( 303 ) — ( 303 ) Ending balance at March 31, 2020 $ ( 921 ) $ 36 $ ( 885 ) Other comprehensive income (loss) 109 ( 33 ) 76 Ending balance at June 30, 2020 $ ( 812 ) $ 3 $ ( 809 ) Other comprehensive income (loss) 523 ( 3 ) 520 Ending balance at September 30, 2020 $ ( 289 ) $ — $ ( 289 ) Immaterial amounts of unrealized gains and losses have been reclassified into the condensed consolidated statement of operations for the three and nine months ended September 30, 2020 and 2019. 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, performance share units, and stock options to purchase our common stock are considered to be potentially dilutive common shares but have been excluded from the calculation of diluted net loss per share as their effect is anti-dilutive for all periods presented. The following potentially dilutive common shares were excluded from the computations of diluted net loss per share for the periods presented because including them would have been anti-dilutive (in thousands): Nine Months Ended September 30, 2020 2019 Stock options, restricted stock units and performance awards 7,652 5,342 2019 Convertible Notes 18,966 — 2019 Convertible Notes potential make-whole shares 826 — 2014 Convertible Notes 19 916 Total 27,463 6,258 Recent Accounting Changes and Accounting Pronouncements Adoption of New Accounting Guidance In August 2018, the U.S.-based Financial Accounting Standards Board (FASB) issued Accounting Standards Update (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. The adoption of the new guidance did not have a significant impact on our financial results. In January 2017, the FASB issued ASU 2017-04, Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment. The ASU eliminates the requirement for an entity to calculate the implied fair value of goodwill to measure a goodwill impairment charge. Instead, an entity performs its annual, or interim, goodwill impairment testing by comparing the fair value of a reporting unit with its carrying amount and recording an impairment charge for the amount by which the carrying amount exceeds the fair value. The ASU is effective for annual and interim goodwill impairment testing performed for our fiscal year beginning January 1, 2020. The adoption of the new guidance did not have a significant impact on our financial results. The FASB issued two ASUs related to financial instruments – credit losses. The ASUs issued were: (1) in June 2016, ASU 2016-13, Financial Instruments-Credit Losses (Topic 326) : Measurement of Credit Losses on Financial Instruments, and (2) in November 2018, ASU 2018-19-Codification Improvements to Topic 326, Financial Instruments-Credit Losses. ASU 2016-13 is intended to improve financial reporting by requiring more timely recording of credit losses on loans and other financial 12 instruments held by financial institutions and other organizations. ASU 2018-19 clarifies that receivables arising from operating leases are not within the scope of the credit losses standard, but rather, should be accounted for in accordance with the lease standard. These ASUs are effective for fiscal years beginning after December 15, 2019, and interim periods within those years, with early adoption permitted. The modified retrospective method is required upon adoption. The adoption of the new guidance resulted in an adjustment of approximately $ 0.1 million to reduce the accumulated deficit component of stockholders’ equity and decrease current assets by the same amount in our condensed consolidated balance sheet. Recent Accounting Pronouncements In August 2020, the FASB issued ASU 2020-06 Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity. The amendment to this ASU reduces the number of accounting models for convertible instruments and allows more contracts to qualify for equity classification, which is expected to result in more convertible instruments being accounted for as a single unit, rather than being bifurcated between debt and equity. The new guidance is effective for fiscal years beginning after December 15, 2021. We are currently evaluating the impact of adoption on our condensed consolidated financial statements. In November 2019, the FASB issued ASU 2019-12-Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes. The amendments in this update improve consistent application of and simplify U.S. GAAP for Topic 740 by clarifying and amending existing guidance for, among other items, intra-period allocation, reporting tax law changes and losses in interim periods, state and local taxes not fully based on income and recognition of deferred tax liability related to certain transactions. There is also new guidance related to consolidated group reporting and tax impacts resulting from business combinations. The new guidance is effective for fiscal years beginning after December 15, 2020. We are currently evaluating the impact of adoption on our condensed consolidated financial statements. 3. Business Combination On January 17, 2020, we completed the acquisition of all of the outstanding shares of InstruNor AS, a privately held Norwegian company (InstruNor). InstruNor is a provider of the only fully integrated sample preparation system for flow and mass cytometry. The acquisition of InstruNor supports our entry into the sample preparation market for cytometry analysis and expands our capabilities to include fully automated sample preparation for flow and mass cytometry. The value of this technology is reflected in the intangible asset for developed technology. The developed technology was valued using a discounted cash flow model for which the most sensitive assumption was revenue growth rate. The purchase price of $ 7.2 million included approximately $ 5.2 million in cash and 485,451 shares of our common stock valued at the closing price on the effective date of $ 4.22 . A summary of the net cash flows is summarized below (in thousands): January 17, 2020 Cash consideration paid to former equity holders $ 5,165 Less: cash and cash equivalents acquired ( 11 ) Acquisition of InstruNor, net of cash acquired $ 5,154 13 The acquisition was accounted for in accordance with ASC 805, Business Combinations. The assets acquired and liabilities assumed were recorded at their estimated fair values at the InstruNor acquisition date. Goodwill of $ 2.2 million was calculated as the purchase price less the fair value of the net assets acquired as follows (in thousands): January 17, 2020 Purchase price: Cash consideration paid on closing to former equity holders $ 5,165 Non-cash consideration common shares 2,049 Total purchase price $ 7,214 Assets acquired: Cash and cash equivalents $ 11 Accounts receivable 32 Other receivables 13 Inventories, net 153 Developed technology 5,380 Liabilities assumed: Accounts payable 14 Other current liabilities 15 Deferred tax liability, net 566 Fair value of identifiable net assets acquired $ 4,994 Goodwill acquired on acquisition $ 2,220 4. RADx Program In July 2020, we entered into a letter contract with the National Institutes of Health (NIH) for a project under the NIH Rapid Acceleration of Diagnostics (RADx) program. The RADx program provides grants to support a range of new lab-based and point-of-care tests that could significantly increase the number, type and availability of COVID-19 tests. On September 28, 2020, we executed a definitive contract with the NIH as an amendment to the letter contract (collectively, the NIH Contract). The NIH Contract has a total value of up to $ 34.0 million upon the achievement of certain conditional milestones. Proceeds from the NIH Contract will be used primarily to expand production capacity and product throughput capabilities for COVID-19 testing with Fluidigm microfluidics technology. We expect to complete the NIH Contract by the end of 2021. The NIH has the right to terminate the NIH Contract for convenience. In the event of termination for convenience, Fluidigm will be paid a percentage of the NIH Contract price reflecting the percentage of the work performed prior to the notice of termination, plus reasonable charges. In the event of termination for cause due to our default, NIH is not liable for supplies or services not accepted. If we fail to deliver within the time specified in the NIH Contract and the delay is due to Fluidigm’s fault or negligence, we are required to pay liquidated damages in the amount of 33 % of the amount(s) already disbursed to date under the NIH Contract within six months from the date of termination. The following table summarizes the activity under the NIH Contract through September 30, 2020 (in thousands): Total value of milestones reasonably assured $ 18,607 Amounts applied against research and development expenses 383 Deferred grant income $ 18,224 Total value of milestones reasonably assured $ 18,607 Funding received 11,151 Grant receivable from RADx $ 7,456 14 5. Revenue Disaggregation of Revenue The following table presents our revenue for the three and nine months ended September 30, 2020 and 2019, respectively, based on geographic area and by source (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Geographic Markets: Americas $ 23,653 $ 11,112 $ 52,437 $ 35,203 EMEA 8,837 9,092 23,490 28,465 Asia-Pacific 7,371 6,292 17,609 21,135 Total revenue $ 39,861 $ 26,496 $ 93,536 $ 84,803 Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Source: Instruments $ 12,624 $ 9,159 $ 30,672 $ 34,200 Consumables 16,586 11,507 34,924 34,528 Product revenue 29,210 20,666 65,596 68,728 Service revenue 6,131 5,630 16,457 15,875 Development revenue 3,180 — 6,180 — Other revenue License and royalty revenue — — 3,163 — Grant revenue 1,340 200 2,140 200 Total other revenue 1,340 200 5,303 200 Total revenue $ 39,861 $ 26,496 $ 93,536 $ 84,803 Performance Obligations We reported $ 20.0 million of deferred revenue in our December 31, 2019 consolidated balance sheet. During the nine months ended September 30, 2020, $ 8.8 million of the opening balance was recognized as revenue and $ 9.9 million of net additional advance payments were received from customers, primarily associated with instrument service contracts. At September 30, 2020, we reported $ 21.1 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 September 30, 2020 (in thousands): Fiscal Year Expected Revenue (1) 2020 (remainder of the year) $ 3,873 2021 10,385 2022 5,775 Thereafter 4,079 Total $ 24,112 _______ (1) Expected revenue includes both billed amounts included in deferred revenue and unbilled amounts that are not reflected in our condensed 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 not to disclose information about unsatisfied performance obligations for service contracts with an expected term of one year or less. 15 6. Goodwill and Intangible Assets, net In connection with our acquisition of DVS Sciences, Inc. in February 2014, we recognized goodwill of $ 104.1 million and $ 112.0 million of developed technology. In the first quarter of 2020, we recognized $ 2.2 million (Euro 2.0 million) of goodwill from the InstruNor acquisition and $ 5.4 million (Euro 4.9 million) of developed technology (see Note 3). As the goodwill and developed technology from the InstruNor acquisition are recorded in the functional currency of our European operations, which is the Euro, these balances are revalued each period and the U.S. dollar value of these assets will fluctuate as foreign exchange rates change. We are amortizing InstruNor developed technology over 8.0 years. 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. Qualitative assessment includes assessing significant events and circumstances such as our current results, assumptions regarding future performance, strategic initiatives and overall economic factors, including the ongoing global COVID-19 pandemic and macroeconomic developments to determine the existence of potential indicators of impairment and assess if it is more likely than not that the fair value of our reporting unit or intangible assets is less than their carrying value. If indicators of impairment are identified, a quantitative impairment test is performed. During the first quarter of fiscal 2020, the Company assessed whether the current and potential future impact of the COVID-19 pandemic represented an event which necessitated an impairment review. This assessment included an update of the qualitative and quantitative factors affecting our business. As a result of this assessment, we determined that a triggering event had occurred and a quantitative impairment test was performed. As a result of this quantitative analysis, we determined that the fair values of our goodwill and developed technology intangibles were not less than their carrying values and no impairment was recognized. Intangible assets also include other patents and licenses, which are included in other non-current assets. Intangible assets, net, were as follows (in thousands): September 30, 2020 Gross Amount Accumulated Amortization and Translation Net Weighted-Average Amortization Period Developed technology $ 117,380 $ ( 74,425 ) $ 42,955 9.9 years Patents and licenses $ 11,274 $ ( 9,030 ) $ 2,244 7.8 years December 31, 2019 Gross Amount Accumulated Amortization and Translation Net Weighted-Average Amortization Period Developed technology $ 112,000 $ ( 65,800 ) $ 46,200 10.0 years Patents and licenses $ 11,274 $ ( 8,342 ) $ 2,932 7.8 years Total amortization expense for the three months ended September 30, 2020 and 2019 was $ 3.2 million and $ 3.0 million, respectively. Amortization of intangibles was $ 9.6 million and $ 9.2 million for the nine months ended September 30, 2020 and 2019, respectively. 16 Based on the carrying value of intangible assets, net, as of September 30, 2020, the amortization expense is expected to be as follows (in thousands): Fiscal Year Developed Technology Amortization Expense Patents and Licenses Amortization Expense Total 2020 (remainder of the year) $ 2,978 $ 229 $ 3,207 2021 11,911 760 12,671 2022 11,911 677 12,588 2023 11,911 571 12,482 2024 2,111 7 2,118 Thereafter 2,133 — 2,133 Total $ 42,955 $ 2,244 $ 45,199 7. Balance Sheet Details Cash, Cash Equivalents and Restricted Cash Cash, cash equivalents and restricted cash consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Cash and cash equivalents $ 72,345 $ 21,661 Restricted cash 1,015 2,075 Total cash, cash equivalents and restricted cash $ 73,360 $ 23,736 Short-term restricted cash of approximately $ 15 thousand is included in prepaid expenses and other current assets and $ 1.0 million of non-current restricted cash is included in other non-current assets in the condensed consolidated balance sheet as of September 30, 2020. Inventories Inventories consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Raw materials $ 8,768 $ 6,133 Work-in-process 920 659 Finished goods 9,872 7,092 Total inventories $ 19,560 $ 13,884 17 Property and Equipment, net Property and equipment consisted of the following as of September 30, 2020 and December 31, 2019 (in thousands): September 30, 2020 December 31, 2019 Computer equipment and software $ 4,363 $ 3,997 Laboratory and manufacturing equipment 18,988 19,325 Leasehold improvements 8,118 7,788 Office furniture and fixtures 2,211 1,824 Property and equipment, gross 33,680 32,934 Less accumulated depreciation and amortization ( 26,262 ) ( 24,954 ) Construction-in-progress 113 76 Property and equipment, net $ 7,531 $ 8,056 Warranties Activity for our warranty accrual for the nine months ended September 30, 2020 and 2019, which is included in other accrued liabilities, is summarized below (in thousands): Nine Months Ended September 30, 2020 2019 Beginning balance $ 1,390 $ 863 Accrual for current period warranties 677 912 Warranty costs incurred ( 387 ) ( 668 ) Ending balance $ 1,680 $ 1,107 8. 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 2014 Notes. 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 and offering-related expenses are being amortized to interest expense using the effective-interest rate method. The effective interest rate on the 2014 Notes, reflecting the impact of debt discounts and issuance costs, is 3.0 %. The 2014 Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2014 Notes. We have retired the majority of the 2014 Notes through the issuance of the 2018 Notes and 2019 Notes, as discussed below. As of September 30, 2020, there is $ 1.1 million aggregate principal of the 2014 Notes outstanding. 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 2018 Notes, leaving $ 51.3 million of the aggregate principal amount of the 2014 Notes outstanding. 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 was being 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. 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. 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. Those certain specified events included holders who converted their 2018 Notes voluntarily prior to our exercise of the issuer’s conversion option described below or in connection with a make-whole fundamental change prior to February 6, 2023, entitling the holders, 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 18 prior to the maturity of the 2018 Notes, we could 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. Offering-related costs for the 2018 Notes were approximately $ 2.8 million. 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 were being 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. The effective interest rate on the 2018 Notes was 12.3 %. Offering-related costs of $ 0.6 million were accounted for as equity issuance costs, recorded as an offset to additional paid-in capital, and were 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, U.S. Bank National Association, of our intention to exercise our issuer’s conversion option with respect to the remaining approximately $ 11.9 million in aggregate principal amount of the 2018 Notes. In total, $ 150.0 million of the 2018 Notes were converted into 19.5 million shares of our common stock and the bonds were retired. We recognized a loss of $ 9.0 million on the retirement of the 2018 Notes, which represented the difference between the fair value of the bonds retired and their carrying costs. The net impact on equity was $ 133.3 million and represented the fair value of the bonds retired. 2019 Senior Convertible Notes (2019 Notes) In November 2019, we issued $ 55.0 million aggregate principal amount of 2019 Notes. Net proceeds of the offering of the 2019 Notes issuance were $ 52.7 million, after deductions for commissions and other debt issuance costs of approximately $ 2.3 million. $ 51.8 million of the proceeds of the 2019 Notes were used to retire $ 50.2 million aggregate principal amount of our 2014 Notes, leaving $ 1.1 million of aggregate principal value of 2014 Notes outstanding. We accounted for the transaction as an extinguishment of debt due to the significance of the change in value of the embedded conversion option, resulting in a $ 3.0 million loss in the fourth quarter of 2019. The loss on extinguishment of debt was calculated as the difference between the reacquisition price (i.e., the fair value of the principal amount of 2019 Notes) and the net carrying value of the 2014 Notes exchanged. The 2019 Notes bear interest at 5.25 % per annum, payable semiannually in arrears on June 1 and December 1 of each year, beginning on June 1, 2020. The Notes will mature on December 1, 2024, unless earlier repurchased or converted pursuant to their terms. The 2019 Notes will be convertible at the option of the holder at any point prior to the close of business on the second scheduled trading day preceding the maturity date. The initial conversion rate of the Notes is 344.8276 shares of the Company’s common stock per $1,000 principal amount of 2019 Notes (which is equivalent to an initial conversion price of approximately $ 2.90 per share). The conversion rate is subject to adjustment upon the occurrence of certain specified events. Those certain specified events include voluntary conversion of the 2019 Notes prior to our exercise of the Issuer’s Conversion Option or in connection with a make-whole fundamental change, entitling the holders, 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 2019 Notes. The conversion rate will not be adjusted for any accrued and unpaid interest. The 2019 Notes will also be convertible at our option upon certain conditions in accordance with the terms of the indenture governing the 2019 Notes. On or after December 1, 2021 to December 1, 2022, if the price of the Company’s common stock has equaled or exceeded 150 % of the conversion price then in effect for a specified number of days (Issuer’s Conversion Option), we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of the Company, determined in accordance with the terms of the indenture. On or after December 1, 2022, if the price of the Company’s common stock has equaled or exceeded 130 % of the conversion price then in effect for a specified number of days, we may, at our option, elect to convert the 2019 Notes in whole but not in part into shares of the Company, determined in accordance with the terms of the indenture. Offering-related costs for the 2019 Notes were capitalized as debt issuance costs and are recorded as an offset to the carrying value of the 2019 Notes. The debt issuance costs are being amortized over the expected term of the 2019 Notes using the effective interest method through the maturity date of December 1, 2024. The effective interest rate on the 2019 Notes is 6.2 %. 19 The carrying values of the components of the 2014 Notes and the 2019 Notes are as follows (in thousands): September 30, 2020 December 31, 2019 2.75 % 2014 Notes due 2034 Principal amount $ 1,079 $ 1,079 Unamortized debt discount ( 17 ) ( 18 ) Unamortized debt issuance cost ( 4 ) ( 4 ) $ 1,058 $ 1,057 5.25 % 2019 Notes due 2024 Principal amount $ 55,000 $ 55,000 Unamortized debt issuance cost ( 1,937 ) ( 2,236 ) $ 53,063 $ 52,764 Net carrying value of all Notes $ 54,121 $ 53,821 2018 Revolving Credit Facility In August 2018, we entered into a revolving credit facility with Silicon Valley Bank (as amended, the 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, we may make and repay borrowings from time to time until the maturity of the Revolving Credit Facility. The Borrowing Base as of September 30, 2020 under the Revolving Credit Facility was $ 15.0 million. There were no borrowings outstanding under the Revolving Credit Facility at September 30, 2020. The Revolving Credit Facility is collateralized by substantially all our property, other than intellectual property. Until an amendment in April 2020, the Revolving Credit Facility was set to mature on August 2, 2020. The interest rate on outstanding loans under the Revolving Credit Facility was 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. Effective April 21, 2020, the Revolving Credit Facility was amended to extend the maturity date to August 2, 2022. In addition, the interest rate on outstanding loans under the Revolving Credit Facility was reduced by 0.25 %. The quarterly unused line fee, which was previously based on the Maximum Amount, will now be based on the Borrowing Base. The annual commitment fee of $ 112,500 is unchanged. The Revolving Credit Facility contains customary affirmative and negative covenants that, unless waived by the bank, limit our 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 us 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. We were in compliance with all the terms and conditions of the Revolving Credit Facility at September 30, 2020. 20 9. Leases We have operating leases for buildings, equipment and vehicles. Existing leases have remaining terms of less than one year to ten years . Some leases contain options to extend the lease, usually for up to five years , and termination options. Supplemental balance sheet information related to leases was as follows as of September 30, 2020 and December 31, 2019 (in thousands, except for discount rate and lease term): September 30, 2020 December 31, 2019 Operating lease right-of-use buildings $ 40,723 $ 6,234 Operating lease right-of-use equipment 86 69 Operating lease right-of-use vehicles 583 355 Total operating lease right-of-use assets, gross 41,392 6,658 Accumulated amortization ( 2,923 ) ( 1,798 ) Total operating lease right-of-use assets, net $ 38,469 $ 4,860 Operating lease liabilities, current $ 2,697 $ 1,833 Operating lease liabilities, non-current 38,607 4,323 Total operating lease liabilities $ 41,304 $ 6,156 Weighted average remaining lease term (in years) 8.9 4.7 Weighted average discount rate per annum 11.9 % 5.0 % A new operating lease for our corporate headquarters in South San Francisco, California commenced in March 2020. We recorded a ROU asset of $ 35.7 million at the inception of the lease and an operating lease liability of $ 35.3 million. The lease term is approximately ten years . Future minimum lease payments over the life of the lease were discounted at a rate of 12.6 %, which was our estimated incremental collateralized borrowing rate for the term of the lease at the inception of the lease. The following table presents the components of lease expense for the three and nine months ended September 30, 2020 and 2019, respectively (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Operating lease cost (including variable costs) $ 2,501 $ 1,604 $ 7,012 $ 4,660 Variable costs including non-lease component $ 407 $ 748 $ 1,576 $ 2,051 Supplemental Cash Flow Information: Cash paid for amounts included in the measurement of operating lease liabilities (included in net cash used in operating activities in thousands): Nine Months Ended September 30, 2020 2019 Operating cash flows from operating leases $ 3,443 $ 3,068 21 Future minimum lease payments under commenced non-cancelable operating leases, which are as of September 30, 2020 as follows (in thousands): Fiscal Year Minimum Lease Payments for Operating Leases 2020 (remainder of year) $ 1,802 2021 7,362 2022 7,040 2023 6,950 2024 7,152 Thereafter 39,254 Total future minimum payments $ 69,560 Less: imputed interest ( 28,256 ) Total $ 41,304 10. Fair Value of Financial Instruments The following tables summarize our cash and available-for-sale securities that were measured at fair value by significant investment category within the fair value hierarchy (in thousands): September 30, 2020 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted Assets: Cash-unrestricted $ 49,144 $ — $ — $ 49,144 $ 49,144 $ — $ — Cash-restricted 1,015 — — 1,015 — — 1,015 Total cash $ 50,159 $ — $ — $ 50,159 $ 49,144 $ — $ 1,015 Available-for-sale: Level I: Money market funds $ 23,201 $ — $ — $ 23,201 $ 23,201 $ — $ — Total $ 73,360 $ — $ — $ 73,360 $ 72,345 $ — $ 1,015 December 31, 2019 Amortized Cost Gross Unrealized Gain Gross Unrealized Loss Fair Value Cash and Cash Equivalents Short-Term Marketable Securities Cash- Restricted Assets: Cash-unrestricted $ 16,614 $ — $ — $ 16,614 $ 16,614 $ — $ — Cash-restricted 2,075 — — 2,075 — — 2,075 Total cash $ 18,689 $ — $ — $ 18,689 $ 16,614 $ — $ 2,075 Available-for-sale: Level I: Money market funds $ 5,047 $ — $ — $ 5,047 $ 5,047 $ — $ — US treasury securities 36,942 36 — 36,978 — 36,978 — Subtotal $ 41,989 $ 36 $ — $ 42,025 $ 5,047 $ 36,978 $ — Total $ 60,678 $ 36 $ — $ 60,714 $ 21,661 $ 36,978 $ 2,075 There were no transfers between Level I and Level II measurements, and no changes in the valuation techniques used, during the nine months ended September 30, 2020. 22 Based on an evaluation of securities that were in a loss position, we did not recognize any other-than-temporary impairment charges for the nine months ended September 30, 2020 and 2019. None of our investments have been in a continuous loss position for more than 12 months. We concluded that the declines in market value of our available-for-sale securities investment portfolio were temporary in nature and did not consider any of our investments to be other-than-temporarily impaired. Convertible Notes In 2019, we significantly reduced the amount of our outstanding debt. As a result, our convertible notes are not regularly traded and it is difficult to estimate a reliable and accurate market price for these securities. The estimated fair values for these securities represent Level III valuations since a fair value for these securities cannot be determined by using readily observable inputs or measures, such as market prices. Fair values were estimated using pricing models and risk-adjusted value ranges. The following table summarizes the par value, carrying value and the estimated fair value of the 2014 and 2019 Notes at September 30, 2020 and December 31, 2019, respectively (in thousands): September 30, 2020 December 31, 2019 Par Value Carrying Value Fair Value Par Value Carrying Value Fair Value 2014 Notes $ 1,079 $ 1,058 $ 1,122 $ 1,079 $ 1,057 $ 1,122 2019 Notes 55,000 53,063 143,039 55,000 52,764 73,975 Total $ 56,079 $ 54,121 $ 144,161 $ 56,079 $ 53,821 $ 75,097 11. Shareholders’ Equity 2020 At-the-Market Offering In March 2020, we entered into an Open Market Sale Agreement (Sale Agreement) with Jefferies LLC (Jefferies) to sell shares of our common stock having aggregate sales proceeds of up to $ 50,000,000 , from time to time, through an “at-the-market” equity offering program under which Jefferies acts as sales agent. During the third quarter of 2020, we sold 2.5 million shares of our common stock pursuant to the Sale Agreement, for aggregate gross proceeds of $ 20.9 million. Our net proceeds from the sale of such shares of common stock were approximately $ 20.1 million, after deducting related expenses, including commissions of approximately $ 0.6 million and issuance costs of approximately $ 0.2 million. InstruNor Acquisition In January 2020, we completed the acquisition of all of the outstanding shares of InstruNor (see Note 3). The purchase price was approximately $ 7.2 million, consisting of $ 5.2 million in cash and 485,451 shares of our common stock. 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 8). As a result of this issuance of our common stock, we recorded a total of $ 133.3 million of equity, which was equivalent to the fair value of the bonds retired. 23 At September 30, 2020, we had reserved shares of common stock for future issuance under equity compensation plans as follows: (in 000's) Securities To Be Issued Upon Exercise Of Options Securities To Be Issued Upon Release Of Restricted Stock and Performance Share Units Number Of Remaining Securities Available For Future Issuance 2009 Equity Incentive Plan 19 — — 2011 Equity Incentive Plan 1,387 5,810 3,057 DVS Sciences Inc. 2010 Equity Incentive Plan 13 — — 2017 Inducement Award Plan 207 216 — 2017 Employee Stock Purchase Plan — — 3,100 1,626 6,026 6,157 12. Stock-Based Plans Our board of directors sets the terms, conditions, and restrictions related to our 2017 Employee Stock Purchase Plan (ESPP) and the grant of stock options, restricted stock units (RSUs) and performance-based awards under our equity incentive 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 either 25 % on the first anniversary of the grant date and ratably each quarter over the remaining 12 quarters, or ratably each quarter over 16 quarters, subject to the employees’ continued employment. In May 2020, we granted 1.8 million retention RSUs that vest over three years , with 50 % of the RSUs vesting after one year and 25 % of the RSUs vesting each year thereafter. Incentive stock options and non-statutory stock options granted under our 2011 Equity Incentive Plan (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 In January 2011, our board of directors adopted the 2011 Plan under which incentive stock options, non-statutory stock options, RSUs, stock appreciation rights, performance stock units (PSUs), and performance shares may be granted to our employees, directors, and consultants. In April 2019, our board of directors authorized, and in June 2019, our stockholders approved an amendment and restatement of the 2011 Plan to make various changes, including increasing the number of shares reserved for issuance by approximately 5.0 million shares and extending the term of the 2011 Plan until April 2029. In May 2020, our board of directors authorized, and in June 2020, our stockholders approved an increase in the number of shares reserved for issuance under the 2011 Plan of 1.4 million shares. 2009 Equity Incentive Plan and 2017 Inducement Award Plan Our 2009 Equity Incentive Plan (the 2009 Plan) terminated on the date the 2011 Plan was adopted. Options granted, or 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. In January 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 provided for the grant of equity-based awards on terms substantially similar to the 2011 Plan. In accordance with Rule 5635(c)(4) of the Nasdaq Listing Rules, awards under the Inducement Plan were only be made to individuals not previously our 24 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. In June 2019, concurrently with the increase in shares available for grant under the 2011 Plan, the Inducement Plan was terminated such that no further grants could be made thereunder. Options granted and shares issued under the Inducement Plan that were outstanding when the Inducement Plan was terminated remain outstanding subject to their terms and the terms of the Inducement Plan. 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 various plans was as follows: Restricted Stock Units : Number of Units (in 000s) Weighted-Average Grant Date Fair Value per Unit Balance at December 31, 2019 2,551 $ 7.43 RSU granted 3,642 $ 3.95 RSU released ( 872 ) $ 7.30 RSU forfeited ( 305 ) $ 6.39 Balance as of September 30, 2020 5,016 $ 4.99 As of September 30, 2020, the unrecognized compensation costs related to outstanding unvested RSUs under our equity incentive plans were $ 22.0 million. We expect to recognize those costs over a weighted average period of 2.8 years. Stock Options : Number of Options (000s) Weighted-Average Exercise Price per Option Weighted- Average Remaining Contractual Life (in Years) Aggregate Intrinsic Value (1) in (000s) Balance at December 31, 2019 2,027 $ 7.78 6.8 $ 81 Options granted 105 $ 3.74 Options exercised ( 98 ) $ 4.90 $ 352 Options forfeited ( 408 ) $ 9.20 Balance as of September 30, 2020 1,626 $ 7.34 6.4 $ 2,514 Vested at September 30, 2020 1,259 $ 7.86 6.0 $ 1,799 Awards expected to vest at September 30, 2020 367 $ 5.56 7.9 $ 715 _______ (1) Aggregate intrinsic value as of September 30, 2020 was calculated as the difference between the closing price per share of our common stock on the last trading day of September 30, 2020, which was $ 7.43 , and the exercise price of the options, multiplied by the number of in-the-money options. As of September 30, 2020, the unrecognized compensation costs related to outstanding unvested options under our equity incentive plans were $ 1.1 million. We expect to recognize those costs over a weighted average period of 1.4 years. Performance-based Awards Performance Stock Units with Market Conditions We have granted PSU awards to certain executive officers and senior level employees. The number of PSUs ultimately earned under these awards 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 applicable three-year performance period. The percentage of PSUs 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 PSU awards related to TSR are considered a market 25 condition, and the effects of that market condition are 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. Activity under the TSR-based PSUs is as follows: Number of Units (in 000s) Weighted-Average Grant Date Fair Value per Unit Balance at December 31, 2019 547 $ 15.09 PSU granted 509 $ 4.82 PSU released — $ — PSU forfeited ( 94 ) $ 14.26 Balance at September 30, 2020 962 $ 9.74 As of September 30, 2020, the unrecognized compensation costs related to these awards were $ 4.6 million. We expect to recognize those costs over a weighted average period of 1.7 years. Performance Stock Units with Performance Conditions During 2019, we also granted a PSU award under which the number of PSUs that ultimately vest is dependent on achieving certain discrete operational milestones between September 30, 2019 and December 31, 2020. Activity to date under this PSU award is as follows: Number of Units (in 000s) Weighted-Average Grant Date Fair Value per Unit Balance at December 31, 2019 64 $ 7.05 PSU granted — $ — PSU released ( 4 ) $ 7.05 PSU forfeited ( 12 ) $ 7.05 Balance at September 30, 2020 48 $ 7.05 2017 Employee Stock Purchase Plan In August 2017, our stockholders approved our ESPP at the annual meeting of stockholders. Our ESPP offers U.S. and some non-U.S. employees the right to purchase shares of our common stock. Our first ESPP offering period began on October 1, 2017 with a shorter offering period ending on November 30, 2017. Prior to June 2019, our ESPP program had 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 were eligible to participate through payroll deductions of up to 10 % of their compensation. The purchase price at which shares were sold under the ESPP was 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. Effective in June 2019, our ESPP program was amended to offer a twelve-month offering period with two six-month purchase periods beginning on each of May 31 and November 30. Employees were eligible under the amended program to participate through payroll deductions of up to 15 % of their compensation. Employees may not purchase more than $ 25 thousand of stock for any calendar year. Under the updated ESPP program, the purchase price at which shares are sold for the first purchase period 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 first purchase period. For the second purchase period, the purchase price at which shares are sold is 85 % of the lower of the fair market value of the common stock on the first day of the offering period and the last day of the offering period. In the event the fair market value of the common stock at the beginning of the second purchase period is less than the fair market value on the beginning of the offering period, the purchase price for the second offering period is reset to 85 % of the lower of the fair value of the common stock at the beginning of the second purchase period and the last day of the offering period. The offering period of June 1, 2019 to May 31, 2020 had two purchase periods, with one period ending November 30, 2019 and the other period ending May 31, 2020. As the fair market value of the common stock at November 30, 2019 was lower than the fair value of the common stock at the beginning of the offering period, the purchase price for the second purchase period was reset based on the lower of the November 30, 2019 price and the May 31, 2020 price. The resetting of the purchase price is considered to be a modification of the original terms of the award. Under ASC 718, the incremental fair value based on the 26 difference between the fair value of the modified award and the fair value of the original award immediately before it was modified was approximately $ 0.3 million. This amount was amortized over the remaining offering period which ended May 31, 2020. In April 2020, our board of directors authorized, and in June 2020, our stockholders approved, an amendment and restatement of the ESPP that increased the number of shares reserved for issuance by an additional 3.0 million shares and made various other changes. Effective June 2020, our ESPP program was amended to offer a six-month offering period, with a new offering and purchase period commencing on the first trading day on or after May 31 and November 30 of each year. Employees are eligible under the amended program to participate through payroll deductions of up to 10 % of their compensation. Employees may not purchase more than $ 25 thousand of stock for any calendar year. The purchase price of the shares sold under the ESPP is 85 % of the lower of 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. Total stock-based compensation expense recognized was as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2020 2019 2020 2019 Restricted stock units, stock options and performance share units $ 4,114 $ 2,738 $ 9,558 $ 7,731 Employee stock purchase plan 243 291 800 561 Total stock-based compensation $ 4,357 $ 3,029 $ 10,358 $ 8,292 13. Income Taxes Our quarterly provision for income taxes is based on an estimated effective annual income tax rate. Our quarterly provision for income taxes also includes the tax impact of certain unusual or infrequently occurring items, if any, including changes in judgment about valuation allowances and effects of changes in tax laws or rates, in the interim period in which they occur. We recorded a tax benefit of $ 0.2 million and $ 2.1 million for the three and nine months ended September 30, 2020, respectively. We recorded a tax benefit of $ 1.2 million and $ 2.3 million for the three and nine months ended September 30, 2019, respectively. The benefits for all periods were primarily attributable to the tax benefit from the amortization of our acquisition-related deferred tax liabilities partially offset by tax provisions for our foreign operations and state minimum income taxes. Our tax benefit for income taxes for the periods presented differ from the 21% U.S. Federal statutory rate for the nine months ended September 30, 2020 and 2019, respectively, primarily due to maintaining a valuation allowance for most of our deferred tax assets, which primarily consist of net operating loss carryforwards. Our tax positions are subject to audits by multiple tax jurisdictions. We believe that we have provided adequate reserves for uncertain tax positions for all tax years still open for assessment. For the three and nine months ended September 30, 2020, and 2019, respectively, we did not recognize any material interest or penalties related to uncertain tax positions. Recording deferred tax assets is appropriate when realization of these assets is more likely than not. Assessing the realizability of deferred tax assets is dependent upon several factors including historical financial results and future expected financial results. The deferred tax assets have been offset by valuation allowances. In the future we may release valuation allowances and recognize deferred tax assets in certain of our foreign subsidiaries depending on the achievement of future profitability in the relevant jurisdictions. Any release of valuation allowances could have the effect of decreasing the income tax provision in the period the valuation allowance is released. We continue to monitor the likelihood that we will be able to recover our deferred tax assets, including those for which a valuation allowance is recorded. There can be no assurance that we will generate profits in the future periods enabling us to fully realize our deferred tax assets. The timing of recording a valuation allowance or the reversal of such valuation allowance is subject to objective and subjective factors that cannot be readily predicted in advance. On March 27, 2020, the Coronavirus Aid, Relief and Economic Security (CARES) Act was signed into law. The CARES Act includes provisions relating to refundable payroll tax credits, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to the tax deprecation methods for qualified improvement property. We are currently analyzing the impact of these changes and therefore, an estimate of the impact on income taxes, if any, is not yet available. 27 14. 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 and nine months ended September 30, 2020 and 2019 is included in Note 5 to the condensed consolidated financial statements. Sales to customers in the United States represented $ 23.3 million, or 58 % of total revenues, and $ 50.7 million, or 54 % of total revenues, for the three and nine months ended September 30, 2020, respectively. Sales to customers in the United States represented $ 10.5 million, or 40 % of total revenues, and $ 32.9 million, or 39 % of total revenues, for the three and nine months ended September 30, 2019, respectively. No foreign country or jurisdiction had sales in excess of 10% of total revenues for the three months ended September 30, 2020 and 2019, except for China, which had total revenues of $ 3.9 million, or 15 % of total revenues for the three months ended September 30, 2019. There was no foreign country or jurisdiction with sales in excess of 10% of our total revenues for the nine months ended September 30, 2020 or 2019, except for China, which had sales of $ 11.4 million, or 13 % of total revenues, for the nine months ended September 30, 2019. 15. Development Agreement Effective March 31, 2020, we signed an OEM Supply and Development Agreement (Development Agreement) with a customer. Under the Development Agreement, Fluidigm will develop products based on our microfluidics technology. The Development Agreement provides up-front and periodic milestone payments of up to $ 11.7 million during the development stage. The development stage is expected to last approximately one year from the date of the agreement. We recognized $ 3.2 million and $ 6.2 million of development revenue from this agreement in the three and nine months ended September 30, 2020, respectively. 28 16. 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 In September 2020, a putative class action complaint alleging violations of the federal securities laws was filed against the Company (also naming our Chief Executive Officer and Chief Financial Officer as defendants) in the U.S. District Court for the Northern District of California. The complaint seeks unspecified damages on behalf of a purported class of persons and entities who acquired our common stock between February 7, 2019 and November 5, 2019. The litigation is in its early stages and the lead plaintiff has not yet been determined. We believe the claims alleged in the complaint lack merit and we intend to defend ourselves vigorously. From time to time, we may be subject to various legal proceedings and claims arising in the ordinary course of business. These include disputes and lawsuits related to intellectual property, mergers and acquisitions, licensing, contract law, tax, regulatory, distribution arrangements, employee relations and other matters. Periodically, we review the status of each matter and assess its potential financial exposure. If the potential loss from any claim or legal proceeding is considered probable and a range of possible losses can be estimated, we accrue a liability for the estimated loss. Legal proceedings are subject to uncertainties, and the outcomes are difficult to predict. Because of such uncertainties, accruals are based only on the best information available at the time. As additional information becomes available, we continue to reassess the potential liability related to pending claims and litigation and may revise estimates. 29