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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________
FORM 10-Q
(Mark One)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2022
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from              to
_____________________________________________
Commission file number: 001-34180
https://cdn.kscope.io/b7eab15c9ddb095e5057be9161960b3e-fldm-20220331_g1.jpg
STANDARD BIOTOOLS INC.
(Exact name of registrant as specified in its charter)
Delaware 77-0513190
State or other jurisdiction of incorporation or organization I.R.S. Employer Identification No.
2 Tower Place, Ste 2000
South San Francisco,
CA
94080
Address of principal executive officesZip Code
Registrant’s telephone number, including area code: (650) 266-6000
_____________________________________________
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, $0.001 par value per shareLABThe Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes      No  
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).    Yes      No  
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filerAccelerated filer
Non-accelerated filer Smaller reporting company
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes      No  
As of April 30, 2022, there were 77,252,135 shares of the registrant’s common stock, $0.001 par value per share, outstanding.



STANDARD BIOTOOLS INC.
(formerly known as FLUIDIGM CORPORATION)
TABLE OF CONTENTS
  Page
PART I.
FINANCIAL INFORMATION
Item 1.
Item 2.
Item 3.
Item 4.
PART II.
OTHER INFORMATION
Item 1.
Item 1A.
Item 2.
Item 3.
Item 4.
Item 5.
Item 6.
 71





PART I. FINANCIAL INFORMATION

Item 1. Financial Statements
STANDARD BIOTOOLS INC.
(formerly known as FLUIDIGM CORPORATION)
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands) 
(Unaudited)
March 31,December 31,
20222021
ASSETS
Current assets:
Cash and cash equivalents$29,983 $28,451 
Accounts receivable (net of allowances of $356 at each of March 31, 2022 and December 31, 2021)
15,422 18,320 
Inventories, net23,245 20,825 
Prepaid expenses and other current assets4,547 4,470 
Total current assets73,197 72,066 
Property and equipment, net27,699 28,034 
Operating lease right-of-use asset, net36,389 37,119 
Other non-current assets3,445 3,689 
Developed technology, net24,875 27,927 
Goodwill106,333 106,379 
Total assets$271,938 $275,214 
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable$12,517 $10,602 
Accrued compensation and related benefits7,964 4,920 
Operating lease liabilities, current3,209 3,053 
Deferred revenue, current12,291 11,947 
Deferred grant income, current3,603 3,535 
Other accrued liabilities7,589 8,673 
Advances under revolving credit agreement, current 6,838 
Total current liabilities47,173 49,568 
Bridge loans35,655  
Convertible notes, net54,271 54,160 
Term loan, net10,106 10,049 
Deferred tax liability3,544 4,329 
Operating lease liabilities, non-current36,760 37,548 
Deferred revenue, non-current5,793 5,966 
Deferred grant income, non-current17,237 18,116 
Obligation for Series B Preferred Stock37,792  
Other non-current liabilities1,494 882 
Total liabilities249,825 180,618 
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value, 10,000 shares authorized, no shares issued and outstanding at either March 31, 2022 or December 31, 2021
  
Common stock: $0.001 par value, 200,000 shares authorized at March 31, 2022 and December 31, 2021; 77,199 and 76,919 shares issued and outstanding at March 31, 2022 and December 31, 2021, respectively
77 77 
Additional paid-in capital835,379 831,424 
Accumulated other comprehensive loss(1,057)(907)
Accumulated deficit(812,286)(735,998)
Total stockholders’ equity22,113 94,596 
Total liabilities and stockholders’ equity$271,938 $275,214 
See accompanying notes
1


STANDARD BIOTOOLS INC.
(formerly known as FLUIDIGM CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
 
 Three Months Ended March 31,
 20222021
Revenue
Product revenue$20,004 $24,728 
Service revenue6,144 6,286 
Development revenue88 1,480 
Other revenue268 300 
Total revenue26,504 32,794 
Costs and expenses
Cost of product revenue12,339 11,663 
Cost of service revenue1,928 2,090 
Research and development8,865 10,753 
Selling, general and administrative30,875 27,608 
Total costs and expenses54,007 52,114 
Loss from operations(27,503)(19,320)
Interest expense(1,030)(887)
Loss on forward sale of Series B Preferred Stock(37,792) 
Unrealized loss on bridge loans(10,655) 
Other income (expense), net118 (285)
Loss before income taxes(76,862)(20,492)
Income tax benefit574 1,671 
Net loss$(76,288)$(18,821)
Net loss per share, basic and diluted$(0.99)$(0.25)
Shares used in computing net loss per share, basic and diluted77,031 74,707 
See accompanying notes
2


STANDARD BIOTOOLS INC.
(formerly known as FLUIDIGM CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(In thousands)
(Unaudited)

 
Three Months Ended March 31,
 20222021
Net loss$(76,288)$(18,821)
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustment(150)(443)
Comprehensive loss$(76,438)$(19,264)
See accompanying notes
3


STANDARD BIOTOOLS INC.
(formerly known as FLUIDIGM CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(In thousands)
(Unaudited)

 Common StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
 SharesAmount
Balance as of December 31, 202176,919 $77 $831,424 $(907)$(735,998)$94,596 
Issuance of restricted stock, net of shares withheld for taxes, and other280 — (87)— — (87)
Stock-based compensation expense— — 4,042 — — 4,042 
Net loss— — — — (76,288)(76,288)
Other comprehensive loss, net of tax— — — (150)— (150)
Balance as of March 31, 202277,199 $77 $835,379 $(1,057)$(812,286)$22,113 
Common StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Income (Loss)
Accumulated
Deficit
Total
Stockholders’
Equity
SharesAmount
Balance as of December 31, 202074,543 $75 $815,624 $112 $(676,761)$139,050 
Issuance of restricted stock, net of shares withheld for taxes, and other420 — (525)— — (525)
Stock-based compensation expense— — 3,677 — — 3,677 
Net loss— — — — (18,821)(18,821)
Other comprehensive loss, net of tax— — — (443)— (443)
Balance as of March 31, 202174,963 $75 $818,776 $(331)$(695,582)$122,938 
See accompanying notes
4


STANDARD BIOTOOLS INC.
(formerly known as FLUIDIGM CORPORATION)
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Three Months Ended March 31,
 20222021
Operating activities
Net loss$(76,288)$(18,821)
Adjustments to reconcile net loss to net cash used in operating activities:
Loss on forward sale of Series B Preferred Stock37,792  
Unrealized loss on bridge loans10,655  
Stock-based compensation expense4,042 3,677 
Amortization of developed technology2,968 2,983 
Depreciation and amortization1,003 934 
Provision for excess and obsolete inventory851 315 
Amortization of debt discounts, premiums and issuance costs 211 132 
Other non-cash items104 163 
Changes in assets and liabilities:
Accounts receivable, net2,917 9,843 
Inventories, net(3,558)(2,896)
Prepaid expenses and other assets(38)(2,763)
Accounts payable1,905 3,363 
Accrued compensation and related benefits3,037 (5,020)
Deferred revenue155 156 
Other liabilities(1,346)(4,967)
Net cash used in operating activities(15,590)(12,901)
Investing activities
Proceeds from NIH Contract 2,000 
Purchases of property and equipment(868)(6,923)
Net cash used in investing activities(868)(4,923)
Financing activities
Proceeds from bridge loans25,000  
Repayment of advances under credit agreement(6,838) 
Repayment of long-term debt (501)
Payments for taxes related to net share settlement of equity awards and other(87)(525)
Net cash provided by (used in) financing activities18,075 (1,026)
Effect of foreign exchange rate fluctuations on cash and cash equivalents(85)74 
Net increase (decrease) in cash, cash equivalents and restricted cash1,532 (18,776)
Cash, cash equivalents and restricted cash at beginning of period29,467 69,536 
Cash, cash equivalents and restricted cash at end of period$30,999 $50,760 
Supplemental disclosures of cash flow information
Cash paid for interest$102 $44 
Cash paid for income taxes, net of refunds$488 $1,200 
Non-cash right-of-use assets and lease liabilities$(133)$ 
Asset retirement obligations$722 $324 
See accompanying notes
5


STANDARD BIOTOOLS INC.
(formerly known as FLUIDIGM CORPORATION)
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
March 31, 2022
1. Description of Business
Standard BioTools Inc. (Standard BioTools, the Company, we, our or us), previously known as Fluidigm Corporation, is driven by a bold vision – unleashing tools to accelerate breakthroughs in human health. Standard BioTools has an established portfolio of essential, standardized next-generation technologies that help biomedical researchers develop medicines faster and better. As a leading solutions provider, we provide reliable and repeatable insights in health and disease using our proprietary mass cytometry and microfluidics technologies that help transform scientific discoveries into better patient outcomes. Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology, and immunotherapy.
The Company was formerly known as Fluidigm Corporation and changed its name to Standard BioTools Inc. in April 2022, in connection with the completion of the private placement issuance discussed in Note 3. The Company 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 condensed 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 March 31, 2022, we had wholly owned subsidiaries in Singapore, Canada, the Netherlands, Japan, France, Italy, 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.
In the audited financial statements and the related notes for the year ended December 31, 2021 included in our annual report on Form 10-K, filed with the SEC on March 8, 2022, we disclosed that we had performed an assessment to determine whether there were conditions or events, considered in the aggregate, that raised substantial doubt about our ability to continue as a going concern for at least the twelve-month period following the date the financial statements were issued. We believed that our then-current level of cash and cash equivalents, together with committed financing facilities, were not sufficient to fund ongoing operations for at least the twelve-month period after the financial statements are issued. Since then, we have closed the $225 million Series B Preferred Equity Financing, as defined in Note 3, that was previously disclosed in Note 18 to our audited financial statements for the year ended December 31, 2021 as contingent on stockholder approval. The completion of this financing has eliminated the doubt about the Company’s ability to continue as a going concern. See Note 3 and Note 17 for further discussion.
Certain prior period amounts in the condensed consolidated financial statements 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 three months ended March 31, 2022 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, 2021 included in our annual report on Form 10-K, filed with the SEC on March 8, 2022.
6


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 condensed 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, including the unknown impact of COVID-19 and the war in Ukraine. Accounting matters that rely on forecasted financial information included, but were not limited to, our inventory, and related reserves, and the carrying value of goodwill and other long-lived assets and liabilities. Actual results could differ materially from these estimates and could have a material adverse effect on our condensed consolidated financial statements. We also use significant judgment in determining the fair value of financial instruments, including the Bridge Loans, forward contracts on Series B Preferred Stock and other debt and equity instruments.
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. Income and expense accounts are translated at monthly average exchange rates during the year. The adjustments resulting from the foreign currency translations are recorded in accumulated other comprehensive loss, a separate component of stockholders’ equity.
Private Placement Issuance
See Note 3 for a detailed discussion of the transactions, including the accounting treatment, and additional information.
Comprehensive Loss
Comprehensive loss is comprised of net loss and other comprehensive income (loss). Other comprehensive income (loss) generally 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.
The component of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2022 is as follows (in thousands):
Foreign Currency Translation AdjustmentUnrealized Gain (Loss) on InvestmentsAccumulated Other Comprehensive Income (Loss)
Ending balance at December 31, 2021$(907)$ $(907)
Other comprehensive income (loss)(150) (150)
Ending balance at March 31, 2022$(1,057)$ $(1,057)
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.
7


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):
 Three Months Ended March 31,
 20222021
Stock options, restricted stock units and performance awards7,988 6,974 
Bridge Loans8,979  
Series B Convertible Preferred Stock Purchase Agreements66,176  
2019 Convertible Notes18,966 18,966 
2019 Convertible Notes potential make-whole shares1,775 1,538 
2014 Convertible Notes10 10 
Total103,894 27,488 

Potentially dilutive securities in the above table include the impact of the Bridge Loans and the Series B Convertible Preferred Stock Purchase Agreements, defined in Note 3. See Note 3 for further discussion.
Recent Accounting Changes and Accounting Pronouncements
Adoption of New Accounting Guidance
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. The Company adopted ASU 2020-06 effective January 1, 2022. The adoption of ASU 2020-06 did not have an impact on the Company’s 2014 and 2019 Convertible Notes.

In November 2021, the FASB issued ASU 2021-10 Government Assistance (Topic 832): Disclosures by Business Entities about Government Assistance. The amendment is effective for annual periods beginning after December 15, 2021. The amendment establishes financial disclosure requirements for business entities that receive government assistance that the entities account for by analogizing to a grant or contribution model because there is no specific authoritative guidance under U.S. GAAP that applies to the transaction. Entities that receive this type of assistance should include the following information in their annual report: (1) the nature of the transaction, (2) the significant terms and conditions, (3) the accounting treatment, (4) the line items on the balance sheet and income statement that are affected along with (5) the respective amounts that have been recorded. The Company adopted ASU 2021-10 effective January 1, 2022. The adoption of ASU 2021-10 did not have a material impact on the Company’s financial statements.
Recent Accounting Pronouncements
None.
3. Private Placement Issuance
Overview of Transactions
On January 23, 2022, we entered into (i) a Loan Agreement (the Casdin Bridge Loan Agreement) with Casdin Private Growth Equity Fund II, L.P. and Casdin Partners Master Fund, L.P. (collectively, Casdin) and (ii) a Loan Agreement (the Viking Bridge Loan Agreement, and together with the Casdin Bridge Loan Agreement, the Bridge Loan Agreements) with Viking Global Opportunities Illiquid Investments Sub-Master LP and Viking Global Opportunities Drawdown (Aggregator) LP (collectively, Viking and, together with Casdin, the Purchasers and each, a Purchaser). Each Bridge Loan Agreement provided for a $12.5 million term loan (the Bridge Loans) to the Company. The Bridge Loans were fully drawn on January 24, 2022. The Bridge Loans automatically converted into Series B Preferred Stock, defined below, upon the completion of the Preferred Equity Financing, defined below.
Also on January 23, 2022, we entered into separate Series B Convertible Preferred Stock Purchase Agreements (the Purchase Agreements) with each of Casdin and Viking pursuant to which at the closing of the transactions contemplated thereby, and on the terms and subject to the conditions set forth therein, including the approval of our stockholders, we issued and sold an aggregate of $225 million of convertible preferred stock on April 4, 2022, consisting of: (i) 112,500 shares of the Company’s Series B-1 Convertible Preferred Stock, par value $0.001 per share (the Series B-1 Preferred Stock), at a purchase
8


price of $1,000 per share to Casdin; and (ii) 112,500 shares of the Company’s Series B-2 Convertible Preferred Stock, par value $0.001 per share (the Series B-2 Preferred Stock, and together with the Series B-1 Preferred Stock, the Series B Preferred Stock) at a purchase price of $1,000 per share to Viking (the Preferred Equity Financing, and together with the issuance of shares of Series B Preferred Stock in connection with the conversion of the Bridge Loans, the Private Placement Issuance).
The rights, preferences and privileges of the Series B Preferred Stock are set forth in the Series B-1 Certificate of Designations and Series B-2 Certificate of Designations (collectively, the Series B Certificates of Designations), each as defined in the respective Purchase Agreements. The Series B Preferred Stock ranks senior to our common stock with respect to dividend rights, redemption rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The holders of Series B Preferred Stock are entitled to participate in all dividends declared on our common stock on an as-converted basis, on the terms and subject to the conditions set forth in the Series B Certificates of Designations.
Our board of directors (the Board) called a meeting (Special Meeting) to ask our stockholders to consider, vote upon and approve (i) a proposal to amend the Company’s Eighth Amended and Restated Certificate of Incorporation (the Charter) to, among other things, increase the number of shares of common stock, par value $0.001 per share, that we are authorized to issue from two hundred million (200,000,000) shares to four hundred million (400,000,000) shares and to change the Company’s name to Standard BioTools Inc. (the Charter Amendment Proposal); (ii) a proposal to approve, in accordance with Nasdaq Listing Rule 5635, the issuance of (A) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock pursuant to the Purchase Agreements, (B) the Series B-1 Preferred Stock and the Series B-2 Preferred Stock issuable pursuant to the terms of the Bridge Loan Agreements and (C) the common stock issuable upon the conversion of the Series B Preferred Stock (the Private Placement Issuance Proposal); and (iii) a proposal to adjourn the Special Meeting if the Special Meeting were convened and a quorum were present, but there were not sufficient votes to approve the Charter Amendment Proposal and the Private Placement Issuance Proposal (the Adjournment Proposal, and, together with the Private Placement Issuance Proposal and the Charter Amendment Proposal, the Stockholder Proposals). Each of the Private Placement Issuance Proposal and Charter Amendment Proposal were conditioned on the approval of the other proposal, and neither proposal would take effect unless both were approved by our stockholders. Our stockholders approved the Charter Amendment Proposal and Private Placement Issuance Proposal on April 1, 2022. The Private Placement Issuance closed on April 4, 2022. The proceeds of the Private Placement Issuance have been and will be used to fund expenses related to the Private Placement Issuance, as well as working capital, general corporate purposes and potential future merger and acquisition opportunities that we may identify from time to time.
Bridge Loans
Prior to their conversion, the Bridge Loans bore interest (i) from and including the effective date of the Bridge Loan Agreements to but excluding March 1, 2022, at 10%, (ii) from and including March 1, 2022 to but excluding June 1, 2022, at 12%, (iii) from and including June 1, 2022 to but excluding September 1, 2022, at 14%, and (iv) from and including September 1, 2022 and thereafter, at 16%. Interest accrued daily and was payable in kind by adding the accrued interest to the outstanding principal amount. Unless earlier converted, the outstanding principal amount of the Bridge Loans (inclusive of principal and accrued and unpaid interest) was due and payable in cash on the maturity date.
The Bridge Loans automatically converted into Series B Preferred Stock upon the issuance of the shares of Series B Preferred Stock pursuant to the Purchase Agreements, in accordance with the terms of the Bridge Loan Agreements. The Bridge Loans converted into a number of shares of Series B Preferred Stock equal to (i) the then outstanding principal amount of the applicable Bridge Loan (including any interest added to the original principal amount thereof) plus accrued and unpaid interest (together, the Conversion Amount) on the Bridge Loans divided by $1,000 multiplied by (ii) the Conversion Price (as defined in the Series B Certificates of Designations) divided by $2.84.
If the Series B Preferred Stock had not been approved for issuance by our stockholders, or the Purchase Agreements were terminated, then the Bridge Loans would have become convertible, at each lender’s option, into common stock, par value $0.001 per share, of the Company at an initial conversion rate of 352.1126 shares of common stock per $1,000 of the Conversion Amount, subject to the cap set forth in the Bridge Loan Agreements. Unless earlier converted, the Bridge Loans, inclusive of principal and accrued and unpaid interest, would have become due and payable in cash on the maturity date. The maturity date of the Bridge Loans was 91 days after the maturity date of the Term Loan Facility as defined in Note 9. The latest possible maturity date of the Bridge Loans was September 30, 2025. The conversion rate was subject to customary adjustments as set forth in the Bridge Loan Agreements.
9


The carrying value of the Bridge Loans is as follows (in thousands):
March 31, 2022December 31, 2021
Principal amount$25,000 $ 
Accrued and unpaid interest499  
Conversion amount25,499  
Unrealized loss on Bridge Loans10,156  
Fair value of Bridge Loans$35,655 $ 

Applying the guidance in ASC 825, we elected to record the Bridge Loans at their fair value. The change in fair value of the Bridge Loans from $25.0 million at inception to $35.7 million as of March 31, 2022, including the portion attributable to accrued interest, is reflected as a non-operating unrealized loss on the Bridge Loans in the accompanying consolidated statement of operations. In addition, as required under the fair value option, issuance costs associated with the debt of $0.2 million were recognized in selling, general and administrative expenses in the first quarter of 2022.
The unrealized loss on the Bridge Loans was largely driven by an increase in the price of our common stock from $2.84 per share at inception to $3.59 per share as of March 31, 2022, and, to a lesser extent, to the change in value of the various conversion options under the Approval Scenario, discussed below. We employed a probability‐weighted expected return method in our valuation analysis of the Bridge Loans. Specifically, our analysis contemplated two scenarios: 1) our stockholders approve the transaction (Approval Scenario) and 2) our stockholders do not approve the transaction (Disapproval Scenario). To estimate the fair value of the Bridge Loans pursuant to the Approval Scenario, we employed a Monte Carlo Simulation (MCS) analysis based on the underlying Series B Preferred Stock into which the Bridge Loans were convertible. Given the convertibility of the Series B Preferred Stock into cash or our common stock, our MCS analysis simulated the value of the Series B Preferred Stock using a random‐walk process that incorporated the various provisions of the Series B Preferred Stock discussed below.
Series B Convertible Preferred Stock Purchase Agreements
The Purchase Agreements for the issuance of 225,000 shares of Series B Preferred Stock for $225 million at a future date, have been accounted for as forward sales contracts at fair value in accordance with ASC 480 because the Series B Preferred Stock includes certain contingent redemption features which create an obligation for the Company to repurchase its shares. The fair values of the forward sales contracts were determined using the MCS analysis discussed above. As noted above, given the convertibility of the Series B Preferred Stock into cash or our common stock under several scenarios, the MCS analysis simulated the value of our common stock and the resulting impact on the value of Series B Preferred Stock, given the various provisions discussed below. The fair value of 225,000 shares of Series B Preferred Stock was determined to be $262.8 million as of March 31, 2022. The $37.8 million difference between the fair value of the Series B Preferred Stock of $262.8 million and the par value of $225 million represents the value of the forward sales contracts and is recorded on the condensed consolidated balance sheet in non-current liabilities, while the change in the fair value of the forward sales contracts is included in non-operating income in the condensed consolidated statement of operations for the three months ended March 31, 2022. The increase in the fair value of the Series B Preferred Stock from January 23, 2022 to March 31, 2022 reflects the increase in the price of our common stock since the inception of the contracts through March 31, 2022, and the value of the various conversion rights and key provisions discussed below.
The Series B Certificates of Designations contain several conversion rights and other key provisions described below.
Holder Voluntary Conversion Rights
The Series B Preferred Stock is convertible at the option of the holders thereof at any time into a number of shares of common stock equal to the Conversion Rate (as defined in the Series B Certificates of Designations), which is initially 294.1176 shares of common stock per share of Series B Preferred Stock, in each case subject to certain adjustments and certain limitations on conversion.
Issuer Call Provision
At any time after the fifth anniversary of the closing of the Private Placement Issuance, if the last reported sale price of the common stock is greater than 250% of the Conversion Price (as defined in the Series B Certificates of Designations) as of such time for at least 20 consecutive trading days, we may elect to convert all of the outstanding shares of Series B Preferred Stock into shares of common stock.
10


Issuer Redemption Provision
After the seventh anniversary of the closing of the Private Placement Issuance, subject to certain conditions, we may, at our option, redeem all of the outstanding shares of Series B Preferred Stock at a redemption price per share of Series B Preferred Stock, payable in cash, equal to the Liquidation Preference (as defined in the Series B Certificates of Designations).
Change of Control Provisions
If we undergo certain change of control transactions, each holder of outstanding shares of Series B Preferred Stock will have the option, subject to the holder’s right to convert all or a portion of the shares of Series B Preferred Stock held by such holder into common stock, to require us to purchase all or a portion of such holder’s outstanding shares of Series B Preferred Stock that have not been converted into common stock at a purchase price per share of Series B Preferred Stock, payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that such holder would have been entitled to receive if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction (Change of Control Put).
In the event of a change of control in which we are not expected to be the surviving corporation or if the common stock will no longer be listed on a U.S. national securities exchange, we will have a right to redeem, subject to the holder’s right to convert into common stock prior to such redemption, all of such holder’s shares of Series B Preferred Stock, or if a holder exercises the Change of Control Put in part, the remainder of such holder’s shares of Series B Preferred Stock, at a redemption price per share payable in cash, equal to the greater of (A) the Liquidation Preference of such share of Series B Preferred Stock, and (B) the amount of cash and/or other assets that the holder would have received if such holder had converted such share of Series B Preferred Stock into common stock immediately prior to the change of control transaction.
Liquidation Rights
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the Series B Preferred Stock has a liquidation preference equal to the greater of (i) the Liquidation Preference (as defined in the Series B Certificates of Designations, currently $3.40) and (ii) the amount per share of Series B Preferred Stock that such holder would have received had all holders of Series B Preferred Stock, immediately prior to such voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, converted all shares of Series B Preferred Stock into common stock pursuant to the terms of the Series B Certificates of Designations (without regard to any limitations on conversion contained therein).
4. NIH Contract
In 2020, we were awarded the NIH Contract under the RADx program to support the expansion of our production capacity and throughput capabilities for COVID-19 testing with our microfluidics technology. We completed the required milestones in 2021 and received the total NIH Contract value of $34.0 million. Proceeds from the NIH Contract have been used primarily for capital expenditures to expand production capacity and, to a lesser extent, to offset applicable operating costs. Grant proceeds that exceed the cost of the capital expenditures and expenses that have been and are expected to be incurred are recorded in other non-operating income.
11


The following table summarizes the activity under the NIH Contract as of March 31, 2022 and December 31, 2021 (in thousands):
March 31, 2022December 31, 2021
Cash receipts from milestones achieved$34,016 $34,016 
Cumulative amounts applied against operating costs (excluding depreciation)(4,526)(4,522)
Cumulative amounts applied against depreciation expense for assets placed in service(1,510)(703)
Cumulative amounts recognized as non-operating income(7,140)(7,140)
Total deferred grant income$20,840 $21,651 
Assets placed in service, gross$20,425 $16,890 
Construction-in-progress937 3,909 
Cumulative amounts applied against depreciation expense(1,510)(703)
Carrying value of property and equipment, net19,85220,096
Estimated future capital expenditures988 1,555 
Total deferred grant income$20,840 $21,651 
Deferred grant income, current$3,603 $3,535 
Deferred grant income, non-current17,237 18,116 
Total deferred grant income$20,840 $21,651 
Deferred grant income, current on the condensed consolidated balance sheet represents amounts expected to be offset against depreciation expense over the next twelve months. Deferred grant income, non-current includes amounts expected to be offset against depreciation expense in later periods.
We expect to spend $22.4 million on capital expenditures associated with the NIH Contract. We have incurred $21.4 million of capital expenditures through March 31, 2022, of which $20.4 million has been placed in service, while the remaining $0.9 million is included in construction-in-progress (See Note 8). We expect to place the remaining equipment in service by the end of the first half of 2022.
5. Development Agreement
Effective March 31, 2020, we signed an OEM Supply and Development Agreement (Development Agreement) with a customer. Under the Development Agreement, we developed products based on our microfluidics technology. The Development Agreement provided for up-front and periodic milestone payments during the development stage, which was completed in the third quarter of 2021, and on-going annual payments of $0.4 million for sustaining efforts. We recognized $0.1 million and $1.5 million of development revenue from this agreement during the three months ended March 31, 2022 and March 31, 2021, respectively.
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6. Revenue
Disaggregation of Revenue
The following table presents our revenue for the three months ended March 31, 2022 and 2021 based upon geographic area and source in thousands:
Three Months Ended March 31,
20222021
Geographic Markets:
Americas$12,930 $18,523 
EMEA8,609 9,142 
Asia-Pacific4,965 5,129 
Total revenue$26,504 $32,794 
Three Months Ended March 31,
20222021
Source:
Instruments$7,523 $7,708 
Consumables12,481 17,020 
Product revenue20,004 24,728 
Service revenue6,144 6,286 
Development revenue88 1,480 
Other revenue:
  License and royalty revenue268  
  Grant revenue 300 
Total other revenue268 300 
Total revenue$26,504 $32,794 

Unfulfilled Performance Obligations
We reported $17.9 million of deferred revenue on our December 31, 2021 consolidated balance sheet. During the three months ended March 31, 2022, $4.1 million of the opening balance was recognized as revenue and $4.3 million of net additional advance payments were received from customers, primarily associated with instrument service contracts. At March 31, 2022, we reported $18.1 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 as of March 31, 2022 (in thousands):
Fiscal Year
Expected Revenue (1)
2022 remainder of the year$10,437 
20237,004 
20243,678 
Thereafter2,190 
Total$23,309 
_______
(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.
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7. Goodwill and Intangible Assets, net
In connection with our acquisition of DVS 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. 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 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. There have been no indicators of impairment during the three months ended March 31, 2022.
Intangible assets also include other patents and licenses, which are included in other non-current assets. Intangible assets, net, were as follows (in thousands):
March 31, 2022
Gross AmountAccumulated AmortizationNetWeighted-Average Amortization Period
Developed technology$117,392 $(92,517)$24,875 9.9 years
Patents and licenses$11,259 $(10,171)$1,088 7.0 years
December 31, 2021
Gross AmountAccumulated AmortizationNetWeighted-Average Amortization Period
Developed technology$117,503 $(89,576)$27,927 9.9 years
Patents and licenses$11,257 $(10,000)$1,257 7.0 years
Total amortization expense for the three months ended March 31, 2022 and 2021 was $3.1 million and $3.2 million, respectively.
Based on the carrying value of intangible assets as of March 31, 2022, the amortization expense is expected to be as follows (in thousands):
Fiscal YearDeveloped Technology Amortization ExpensePatents and Licenses Amortization ExpenseTotal
2022 remainder of the year$8,905 $508 $9,413 
202311,874 572 12,446 
20242,074 8 2,082 
2025674  674 
2026674  674 
Thereafter674  674 
Total$24,875 $1,088 $25,963 

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8. Balance Sheet Details
Cash, Cash Equivalents and Restricted Cash
Cash, cash equivalents and restricted cash consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):
March 31, 2022December 31, 2021
Cash and cash equivalents$29,983 $28,451 
Restricted cash1,016 1,016 
Total cash, cash equivalents and restricted cash$30,999 $29,467 
Short-term restricted cash of approximately $16 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 March 31, 2022 and December 31, 2021.
Inventories, net
Inventories, net consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):
March 31, 2022December 31, 2021
Raw materials$12,592 $9,345 
Work-in-process994 867 
Finished goods9,659 10,613 
Total inventories, net$23,245 $20,825 
Property and Equipment, net
Property and equipment, net consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):
March 31, 2022December 31, 2021
Computer equipment and software$5,777 $5,759 
Laboratory and manufacturing equipment33,884 30,260 
Leasehold improvements12,460 12,095 
Office furniture and fixtures2,065 2,074 
Property and equipment, gross54,186 50,188 
Less accumulated depreciation and amortization(28,151)(26,703)
Construction-in-progress1,664 4,549 
Property and equipment, net$27,699 $28,034 
 
The majority of the amounts included in construction-in-progress are related to the NIH Contract (see Note 4).
Accrued Compensation and Related Benefits
Accrued compensation and related benefits, which is included in current liabilities on the condensed consolidated balance sheet consisted of the following as of March 31, 2022 and December 31, 2021 (in thousands):
March 31, 2022December 31, 2021
Accrued incentive compensation$1,779 $14 
Accrued vacation3,737 3,388 
Accrued payroll taxes and other1,547 1,492 
Accrued severance and retention bonuses901 26 
Accrued compensation and related benefits$7,964 $4,920 
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Long-term accrued severance and retention bonuses of approximately $0.6 million and $0.1 million are included in non-current other liabilities on our condensed consolidated balance sheet as of March 31, 2022 and December 31, 2021, respectively.
Warranties
Accrued warranty is included in other current liabilities on our condensed consolidated balance sheet. Activity for our warranty accrual for the three months ended March 31, 2022 and 2021 is summarized below (in thousands):
Three Months Ended March 31,
20222021
Beginning balance$1,170 $1,663 
Accrual (release) for current period warranties306 (150)
Warranty costs incurred(264)(236)
Ending balance$1,212 $1,277 

9. Debt
Bridge Loans
See Note 3 for a discussion of the $35.7 million Bridge Loans outstanding as of March 31, 2022 as part of the Private Placement Issuance.
2014 Senior Convertible Notes (2014 Notes) and 2019 Senior Convertible Notes (2019 Notes)
The carrying values of the components of the 2014 Notes and 2019 Notes are as follows (in thousands):
March 31, 2022December 31, 2021
  2.75% 2014 Notes due 2034
Principal amount$578 $578 
Unamortized debt discount(8)(8)
Unamortized debt issuance cost(2)(2)
Net carrying value of 2014 Notes
$568 $568 
  5.25% 2019 Notes due 2024
Principal amount $55,000 $55,000 
Unamortized debt issuance cost(1,297)(1,408)
Net carrying value of 2019 Notes$53,703 $53,592 
Net carrying value of all Notes$54,271 $54,160 
2014 Senior Convertible Notes (2014 Notes)
In February 2014, we closed an underwritten public offering of 2014 Notes. In 2019, the outstanding 2014 Notes were largely refinanced with the 2019 Notes, discussed below. The effective interest rate on the 2014 Notes, reflecting the impact of debt discounts and issuance costs, is approximately 3%. The 2014 Notes will mature on February 1, 2034, unless earlier converted, redeemed, or repurchased in accordance with the terms of the 2014 Notes. Holders may require us to repurchase all or a portion of their 2014 Notes on each of February 6, 2024 and February 6, 2029, at a repurchase price in cash equal to 100% of the principal amount of the 2014 Notes plus accrued and unpaid interest.
As provided by the indenture governing the 2014 Notes, in February 2021, holders of $0.5 million of the 2014 Notes required us to repurchase their notes at 100% of the principal amount plus accrued and unpaid interest. We recorded a loss of $9 thousand on the extinguishment of those notes, representing the difference between the price paid to extinguish the 2014 Notes and their carrying value, including unamortized debt issuance costs. As of March 31, 2022, there was $0.6 million aggregate principal of the 2014 Notes outstanding.
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2019 Senior Convertible Notes (2019 Notes)
In November 2019, we issued $55.0 million aggregate principal amount of 2019 Notes. Net proceeds of the 2019 Notes issuance were $52.7 million, after deductions for commissions and other debt issuance costs. $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 then outstanding.
The 2019 Notes bear interest at 5.25% per annum, payable semiannually on June 1 and December 1 of each year, beginning on June 1, 2020. The 2019 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 2019 Notes is 344.8276 shares of our 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 our common stock has equaled or exceeded 150% of the Conversion Price (as defined in the indenture) 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 common stock of the Company, determined in accordance with the terms of the indenture. On or after December 1, 2022, if the price of our 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 common stock 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 effective rate on the 2019 Notes is 6.2%.
Revolving Credit Facility and Term Loan, net
The carrying values of our term loan and advances under the Credit Facility, and the maximum amount available under the Credit Facility are as follows (in thousands):
 March 31, 2022December 31, 2021
  Term Loan
Principal amount$10,000 $10,000 
End of term fee accretion133 79 
Unamortized debt issuance cost(27)(30)
Net carrying value of term loan$10,106 $10,049 
  Revolving Credit Facility
Carrying value of advances under credit agreement$ $6,838 
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.
On August 2, 2021, we amended our Revolving Credit Facility to extend the maturity date to August 2, 2023 and to provide for a new $10.0 million Term Loan Facility (the Term Loan Facility and, together with the Revolving Credit Facility, the Credit Facility). The stated maturity of the Term Loan Facility is July 1, 2025. However, if the principal amount of our convertible debt exceeds $0.6 million as of June 1, 2024 or if the maturity of our 2019 Notes has not been extended beyond January 1, 2026 by June 1, 2024, then the maturity date of the Term Loan Facility will be June 1, 2024. The Credit Facility is
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collateralized by substantially all our property, other than intellectual property. The Credit Facility also includes a financial covenant that requires us to maintain a minimum Adjusted Quick Ratio, as defined in the agreement, of at least 1.25 to 1.00.

The interest rate on advances made under the Revolving Credit Facility is the greater of (i) prime rate plus 0.50% or (ii) 5.25%. Interest on any outstanding amounts is due and payable monthly and the principal balance is due at maturity, though loans can be prepaid at any time without penalty. Fees for the Revolving Credit Facility include an annual commitment fee of $112,500 and a quarterly unused line fee based on the Borrowing Base. Total availability under the Revolving Credit Facility as of March 31, 2022 was $8.4 million. There were no borrowings outstanding under the Revolving Credit Facility at March 31, 2022.
As of March 31, 2022, the Term Loan Facility was fully drawn. The interest rate on the Term Loan Facility is the greater of 4.0% or a floating per annum rate equal to three quarters of one percentage point (0.75%) above the prime rate. Interest on any outstanding term loan advances is due and payable monthly. In addition to the monthly interest payments, a final payment equal to 6.5% of the original principal amount of each advance is due on the earlier of the maturity date or the date the advance is repaid. Principal balances are required to be repaid in twenty-four equal installments beginning on August 1, 2023. The effective interest rate on the Term Loan Facility, reflecting the impact of debt issuance costs, the end-of-term fee and expected timing of principal repayment was 6.3% as of March 31, 2022.
10. Leases
We have operating leases for buildings, equipment and vehicles. Existing leases have remaining terms of less than one year to eight 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 March 31, 2022 and December 31, 2021 (in thousands, except for discount rate and lease term):
March 31, 2022December 31, 2021
Operating lease right-of-use buildings$43,595$43,457
Operating lease right-of-use equipment8284
Operating lease right-of-use vehicles609676
Total operating lease right-of-use assets, gross44,28644,217
Accumulated amortization(7,897)(7,098)
Total operating lease right-of-use assets, net$36,389$37,119
Operating lease liabilities, current$3,209$3,053
Operating lease liabilities, non-current36,76037,548
Total operating lease liabilities$39,969$40,601
Weighted average remaining lease term (in years)7.57.7
Weighted average discount rate per annum11.7 %11.7 %

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11. 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):
March 31, 2022
Amortized CostGross Unrealized GainGross Unrealized LossFair ValueCash and Cash EquivalentsCash- Restricted
Assets:
Cash and money market funds$29,983 $— $— $29,983 $29,983 $— 
Cash-restricted1,016 — — 1,016 — 1,016 
Total cash, cash equivalents and restricted cash$30,999 $— $— $