Acquisition (Tables)

12 Months Ended

Dec. 31, 2016

The aggregate purchase price was $199.9 million, as detailed in the table below (in thousands):



	Estimated Fair Value
Cash	$	126,048
Issued 1,759,007 shares of Fluidigm common stock⁽²⁾	76,805
Acquisition consideration paid at Acquisition Date	202,853
Accelerated stock compensation⁽¹⁾	(6,690		)
Estimated fair value of vested Fluidigm equivalent stock options ⁽²⁾	4,039
Working capital adjustment	(269		)
Aggregate purchase price	$	199,933

(1)

As a part of the acquisition, we accelerated vesting of certain DVS stock options and shares of restricted stock, and incurred a $6.7 million expense, based upon the per share consideration paid to holders of shares of DVS common stock as of February 13, 2014. This expense is accounted for as a separate transaction and reflected in the acquisition-related expenses line of the consolidated statements of operations.

(2)

In conjunction with the acquisition, we assumed all outstanding DVS stock options and unvested shares of restricted stock and converted, as of the Acquisition Date, the unvested stock options outstanding under the DVS stock option plan into unvested stock options to purchase approximately 143,000 shares of Fluidigm common stock and the unvested DVS restricted stock into approximately 186,000 shares of restricted Fluidigm common stock, retaining the original vesting schedules. These restricted shares have been included in the "Issuance of common stock upon purchase of DVS" line item in the Consolidated Statement of Stockholders' Equity. The fair value of all converted share-based awards was $14.6 million, of which $4.0 million was attributed to the pre-combination service period and was included in the calculation of the purchase price. The remaining fair value will be recognized over the awards’ remaining vesting periods subsequent to the acquisition. The fair value of the Fluidigm equivalent share-based awards as of the Acquisition Date was estimated using the Black-Scholes valuation model.

Schedule of consideration transferred and assets acquired and liabilities assumed

The following table summarizes the assets acquired and liabilities assumed as of the Acquisition Date (in thousands):



	Allocation of Purchase Price
Cash and cash equivalents	$	8,405
Accounts receivable, net	7,698
Inventories	3,489
Prepaid expenses and other current assets	1,482
Property and equipment, net	1,202
Developed technology	112,000
Goodwill	104,108
Other non-current assets	88
Total assets acquired	238,472
Accounts payable	(1,114		)
Accrued compensation and related benefits	(761		)
Other accrued liabilities	(1,204		)
Deferred revenue, current	(1,844		)
Tax payable	(45		)
Deferred tax liability	(31,942		)
Deferred revenue, non-current	(1,629		)
Net assets acquired	$	199,933

Business combination, pro forma information

The unaudited pro forma information does not necessarily reflect the actual results of operations had the acquisition been consummated at the beginning of the fiscal reporting periods indicated nor is it indicative of future operating results.



(in thousands)	Year Ended December 31
	2014			2013
Pro forma total revenue	$	120,245		$	98,459
Pro forma net loss	$	(55,249	)	$	(37,906	)