UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
__________________________
FORM 8-K
__________________________
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
August 6, 2015
__________________________
FLUIDIGM CORPORATION
(Exact name of registrant as specified in its charter)
__________________________
Delaware | 001-34180 | 77-0513190 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||
7000 Shoreline Court, Suite 100
South San Francisco, California 94080
(Address of principal executive offices, including zip code)
(650) 266-6000
(Registrant’s telephone number, including area code)
(Former name or former address, if changed since last report)
__________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 | Results of Operations and Financial Condition |
On August 6, 2015, Fluidigm Corporation issued a press release reporting its financial results for the second quarter ended June 30, 2015. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
Exhibit No. | Description | |
99.1 | Fluidigm Corporation Press Release dated June 30, 2015 | |
The information furnished in this Current Report under Item 2.02 and the exhibit attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
FLUIDIGM CORPORATION | ||||||
Date: August 6, 2015 | By: | /s/ Vikram Jog | ||||
Vikram Jog Chief Financial Officer | ||||||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Fluidigm Corporation Press Release dated August 6, 2015 | |
Exhibit 99.1
FLUIDIGM REPORTS Q2 2015 FINANCIAL RESULTS
SOUTH SAN FRANCISCO, Calif. - August 6, 2015 - Fluidigm Corporation (NASDAQ:FLDM) today announced its financial results for the second quarter ended June 30, 2015.
Total revenue for the second quarter of 2015 was $28.6 million, an increase of 4% from $27.6 million in the second quarter of 2014. On a constant-currency basis, total revenue increased 11% year-over-year.
Net loss for the second quarter of 2015 was $15.2 million, compared to a net loss of $12.7 million in the second quarter of 2014. Non-GAAP net loss for the second quarter of 2015 was $5.8 million, compared with non-GAAP net loss of $1.7 million for the second quarter of 2014 (see accompanying table for reconciliation of GAAP and non-GAAP measures).
“2015 continues to be a challenging year for Fluidigm. While our single-cell proteomics product line performed well in the second quarter, our results were pressured by decreased sales of consumables to production genomics customers and a decline in single-cell genomics instrument sales. We have implemented an action plan to address the underlying issues,” said Gajus Worthington, Fluidigm President and Chief Executive Officer.
“We have initiated organizational changes to regain our strong commercial execution focused on our large market opportunities. However, we believe the remainder of 2015 will be challenged from a growth and visibility perspective as these changes will take time before they begin to materially impact our top-line results. Therefore, we are reducing our annual revenue guidance range to reflect these near-term uncertainties,” continued Worthington.
Financial Highlights and Analysis
• | Instrument revenue grew 13% year-on-year in the quarter, driven by increased sales from CyTOF™ systems (including Helios™ systems) and contribution from new products, partly offset by Biomark™ HD systems and C1™ systems. |
◦ | Approximately 90% of the Biomark HD system sales during the quarter were motivated by single-cell biology research. |
◦ | Approximately 20% of C1 system sales were combined with a Biomark HD system in the quarter. |
• | Consumables revenue declined 8% year-on-year in the quarter, negatively impacted by decreased sales from production genomics applications, partly offset by single-cell biology applications. |
◦ | IFC (integrated fluidic circuit) pull-through in the quarter was below its historical range of $40,000 - $50,000 per instrument/year for genomics analytical systems and within its historical range of $15,000 - $25,000 per instrument/year for genomics preparatory systems. |
◦ | Consumables pull-through for proteomics analytical systems in the quarter was within its historical range of $50,000 - $70,000 per instrument/year. |
• | Geographic revenue as a percent of total product revenue in the second quarter of 2015 was as follows: United States - 50%; Europe - 31%; Japan - 3%; Asia-Pacific - 10%; and Other - 6%. |
• | Fluidigm’s total instrument installed base was approximately 1,485 units at the end of the quarter. |
◦ | Fifty-three percent of the total installed base was analytical, compared to 54% in Q1, with the remainder being preparatory systems. |
◦ | Single-cell biology systems (includes C1, Polaris™, Helios, CyTOF, CyTOF 2, Biomark and Biomark HD systems motivated by single-cell research) represented approximately 710 units. |
• | GAAP product margin was 58.1% in the second quarter of 2015, versus 63.8% in the year ago period. Non-GAAP product margin was 70.7% in the second quarter of 2015, versus 77.0% in the year ago period. Non-GAAP product margin excludes the effects of amortization of developed technology, depreciation and amortization, and stock-based compensation expense (see accompanying table for reconciliation of GAAP and non-GAAP product margins). |
• | Fluidigm ended June 30, 2015 with approximately $127.0 million in cash, cash equivalents, and investments. |
Business Highlights Since Fluidigm’s Last Earnings Release
• | Expanded our strategic collaboration with OpGen to develop multi-drug resistance organism tests (MRDO) utilizing Fluidigm’s Juno™ instrument for automating SNP genotyping assays and Fluidigm’s Biomark HD systems for endpoint and real-time PCR detection. |
• | Introduced the Helios, a platform that delivers enhancements to our CyTOF technology. Key improvements include improved cell transmission efficiency, higher throughput, and enhanced workflow and software interface. We also announced a new barcoding kit for Helios and CyTOF customers that accommodates up to 20 unique samples to be processed in one multiplexed run. |
• | Announced the availability of Single-Cell ATAC-seq, an epigenetics application for the C1 system allowing researchers to explore the regulatory systems that drive cellular function. This application is available to researchers on Script Hub™, a new web portal within Fluidigm’s C1 Open App™ program. |
• | The total number of single-cell biology publications referencing Fluidigm increased to 322, which includes 96 publications citing mass cytometry technology. |
Financial Outlook
Fluidigm is projecting total revenue to be between $110 million and $115 million versus prior guidance of between $133 million and $143 million. 2015 revenue projections incorporate an estimated negative currency related impact of approximately 4 to 5 percent at the midpoint of the range.
The Company now projects 2015 operating expenses on a GAAP basis to be between $123 and $128 million versus prior guidance of between $129 and $134 million. Non-GAAP operating expenses, excluding approximately $17 million of estimated stock-based compensation expense, and $5 million of estimated depreciation and amortization expense, is expected to be between $101 million and $106 million, compared to prior guidance of between $105 and $110 million (also, see accompanying table for reconciliation of GAAP and non-GAAP operating expenses for the second quarter results of 2015 and 2014). Interest expense is projected to be approximately $6 million and capital spending is projected to be between $6 and $8 million versus prior guidance of between $6 and $9 million.
Conference Call Information
Fluidigm will host a conference call today, August 6, 2015 at 2:00 p.m. PDT (5:00 p.m. EDT). The call can be accessed by calling (877) 556-5248 (domestic toll-free) or (720) 545-0029 (international toll). Fluidigm will also provide a live stream of its Q2 2015 financial results conference call for investors at: http://investors.fluidigm.com/events.cfm. The link will not be active until 4:45 p.m. Eastern Time on August 6, 2015. A telephone replay of the teleconference will be available 90 minutes after the end of the call at (855) 859-2056 (domestic toll-free), or (404) 537-3406 (international toll), access code 96295320. The conference call will also be archived on the Fluidigm investor’s page at: http://investors.fluidigm.com.
Statement Regarding Use of Non-GAAP Financial Information
Fluidigm has presented certain financial information in accordance with GAAP and also on a non-GAAP basis for the second quarter of 2015 and 2014. Management believes that non-GAAP financial measures,
taken in conjunction with GAAP financial measures, provide useful information for both management and investors by excluding certain non-cash and other expenses that are not indicative of the company’s core operating results. Management uses non-GAAP measures to compare the company’s performance relative to forecasts and strategic plans and to benchmark the company’s performance externally against competitors. Non-GAAP information is not prepared under a comprehensive set of accounting rules and should only be used to supplement an understanding of the company’s operating results as reported under U.S. GAAP. Fluidigm encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliation between these presentations, to more fully understand its business. Reconciliations between GAAP and non-GAAP results are presented in the accompanying table of this release.
Use of Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements relating to current estimates of 2015 total revenue, GAAP and non-GAAP operating expenses, stock-based compensation expense, depreciation and amortization expense, interest expense, capital spending, and currency related impact on 2015 revenue; and plans, objectives, expectations, and strategies for Fluidigm’s business, including its commercial execution, market opportunities, and anticipated challenges and uncertainties for the remainder of 2015. Forward-looking statements are subject to numerous risks and uncertainties that could cause actual results to differ materially from currently anticipated results, including but not limited to, risks relating to the future financial performance of Fluidigm’s product lines; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; the possible loss of key employees, customers, or suppliers; intellectual property risks, including risks relating to maintaining material in-licensed intellectual property rights; competition; Fluidigm’s research and development, sales, marketing, and distribution plans and capabilities; reduction in research and development spending or changes in budget priorities by customers; interruptions or delays in the supply of components or materials for, or manufacturing of, its products; seasonal variations in customer operations; unanticipated increases in costs or expenses; and risks associated with international operations. Information on these and additional risks, uncertainties, and other information affecting Fluidigm’s business and operating results are contained in Fluidigm’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2015, and other filings with the Securities and Exchange Commission. Additional information will also be set forth in Fluidigm’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 to be filed with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Fluidigm Corporation disclaims any obligation to update these forward-looking statements except as may be required by law.
About Fluidigm
Fluidigm (NASDAQ:FLDM) develops, manufactures, and markets life science analytical and preparatory systems for growth markets such as single-cell biology and production genomics. We sell to leading academic institutions, clinical laboratories, and pharmaceutical, biotechnology, and agricultural biotechnology companies worldwide. Our systems are based on proprietary microfluidics and multi-parameter mass cytometry technology, and are designed to significantly simplify experimental workflow, increase throughput, and reduce costs, while providing excellent data quality. Fluidigm products are provided for Research Use Only. Not for use in diagnostic procedures.
We use our website (www.fluidigm.com), corporate Twitter account (@Fluidigm), Facebook page (https://www.facebook.com/Fluidigm), and LinkedIn page (https://www.linkedin.com/company/fluidigm-corporation) as channels of distribution of information about our products, our planned financial and other announcements, our attendance at upcoming investor and industry conferences, and other matters. Such
information may be deemed material information and we may use these channels to comply with our disclosure obligations under Regulation FD. Therefore, investors should monitor our website and our social media accounts in addition to following our press releases, SEC filings, public conference calls, and webcasts.
Fluidigm, the Fluidigm logo, CyTOF, Helios, Biomark, C1, Polaris, Juno, Script Hub, and Open App are trademarks or registered trademarks of Fluidigm Corporation.
Contact:
Fluidigm Corporation
Ana Petrovic
Director, Investor Relations & Strategy
650.243.6628 (Office)
ana.petrovic@fluidigm.com
FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Revenue: | ||||||||||||||||
Instruments | $ | 17,437 | $ | 15,370 | $ | 33,257 | $ | 30,477 | ||||||||
Consumables | 11,121 | 12,109 | $ | 21,947 | $ | 22,451 | ||||||||||
Product revenue | 28,558 | 27,479 | $ | 55,204 | $ | 52,928 | ||||||||||
License and grant revenue | 60 | 128 | 143 | 403 | ||||||||||||
Total revenue | 28,618 | 27,607 | 55,347 | 53,331 | ||||||||||||
Costs and expenses: | ||||||||||||||||
Cost of product revenue | 11,965 | 9,955 | 22,611 | 18,659 | ||||||||||||
Research and development | 10,090 | 11,374 | 20,080 | 19,020 | ||||||||||||
Selling, general and administrative | 21,222 | 18,655 | 41,316 | 33,912 | ||||||||||||
Acquisition-related expenses | — | — | — | 10,696 | ||||||||||||
Total costs and expenses | 43,277 | 39,984 | 84,007 | 82,287 | ||||||||||||
Loss from operations | (14,659 | ) | (12,377 | ) | (28,660 | ) | (28,956 | ) | ||||||||
Interest expense | (1,451 | ) | (1,415 | ) | (2,904 | ) | (2,441 | ) | ||||||||
Other income (expense), net | 608 | (18 | ) | (512 | ) | 30 | ||||||||||
Loss before income taxes | (15,502 | ) | (13,810 | ) | (32,076 | ) | (31,367 | ) | ||||||||
Benefit from income taxes | 266 | 1,128 | 909 | 3,271 | ||||||||||||
Net loss | $ | (15,236 | ) | $ | (12,682 | ) | $ | (31,167 | ) | $ | (28,096 | ) | ||||
Net loss per share, basic and diluted | $ | (0.53 | ) | $ | (0.45 | ) | $ | (1.09 | ) | $ | (1.03 | ) | ||||
Shares used in computing net loss per share, basic and diluted | 28,803 | 27,960 | 28,636 | 27,389 | ||||||||||||
FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands, except per share amounts)
June 30, 2015 | December 31, 2014 (1) | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 23,745 | $ | 33,713 | ||||
Short-term investments | 76,181 | 81,588 | ||||||
Accounts receivable, net | 21,786 | 22,384 | ||||||
Inventories | 18,817 | 15,991 | ||||||
Prepaid expenses and other current assets | 2,851 | 2,221 | ||||||
Total current assets | 143,380 | 155,897 | ||||||
Long-term investments | 27,119 | 27,499 | ||||||
Property and equipment, net | 14,102 | 13,889 | ||||||
Other non-current assets | 3,820 | 3,966 | ||||||
Developed technology, net | 96,600 | 102,200 | ||||||
Goodwill | 104,108 | 104,108 | ||||||
Total assets | $ | 389,129 | $ | 407,559 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 5,964 | $ | 5,919 | ||||
Accrued compensation and related benefits | 5,047 | 6,874 | ||||||
Other accrued liabilities | 10,372 | 9,664 | ||||||
Deferred revenue, current portion | 7,547 | 6,928 | ||||||
Total current liabilities | 28,930 | 29,385 | ||||||
Convertible notes, net | 195,569 | 195,455 | ||||||
Deferred tax liability | 24,381 | 26,152 | ||||||
Other non-current liabilities | 7,032 | 6,148 | ||||||
Total liabilities | 255,912 | 257,140 | ||||||
Total stockholders’ equity | 133,217 | 150,419 | ||||||
Total liabilities and stockholders’ equity | $ | 389,129 | $ | 407,559 | ||||
(1) Derived from audited consolidated financial statements
FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
Six Months Ended June 30, | ||||||||
2015 | 2014 | |||||||
Operating activities | ||||||||
Net loss | $ | (31,167 | ) | $ | (28,096 | ) | ||
Depreciation and amortization | 2,779 | 1,842 | ||||||
Stock-based compensation expense | 8,706 | 9,256 | ||||||
Amortization of developed technology | 5,600 | 4,200 | ||||||
Non-cash charges related to acquisition | — | 3,330 | ||||||
Other non-cash item | 230 | 67 | ||||||
Changes in assets and liabilities, net | (3,777 | ) | (834 | ) | ||||
Net cash used in operating activities | (17,629 | ) | (10,235 | ) | ||||
Investing activities | ||||||||
Acquisition, net of cash acquired | — | (113,190 | ) | |||||
Purchases of investments | (33,731 | ) | (86,793 | ) | ||||
Proceeds from sales and maturities of investments | 39,376 | 24,461 | ||||||
Purchase of intangible assets | (120 | ) | — | |||||
Purchases of property and equipment | (2,310 | ) | (4,563 | ) | ||||
Net cash provided by (used in) investing activities | 3,215 | (180,085 | ) | |||||
Financing activities | ||||||||
Proceeds from issuance of convertible notes, net | — | 195,212 | ||||||
Proceeds from exercise of stock options | 5,128 | 3,457 | ||||||
Net cash provided by financing activities | 5,128 | 198,669 | ||||||
Effect of foreign exchange rate fluctuations on cash and cash equivalents | (682 | ) | 71 | |||||
Net increase in cash and cash equivalents | (9,968 | ) | 8,420 | |||||
Cash and cash equivalents at beginning of period | 33,713 | 35,261 | ||||||
Cash and cash equivalents at end of period | $ | 23,745 | $ | 43,681 | ||||
FLUIDIGM CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION(1)
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Net loss (GAAP) | $ | (15,236 | ) | $ | (12,682 | ) | $ | (31,167 | ) | $ | (28,096 | ) | ||||
Acquisition-related expenses | — | — | — | 10,696 | ||||||||||||
Stock-based compensation expense | 4,638 | 5,877 | 8,706 | 9,256 | ||||||||||||
Amortization of developed technology | 2,800 | 2,800 | 5,600 | 4,200 | ||||||||||||
Interest expense | 1,451 | 1,415 | 2,904 | 2,441 | ||||||||||||
Depreciation and amortization | 1,255 | 959 | 2,427 | 1,842 | ||||||||||||
Non-cash charge for sale of inventory revalued at the date of acquisition | — | 165 | — | 682 | ||||||||||||
Benefit from acquisition related income taxes | (794 | ) | (327 | ) | (1,614 | ) | (2,739 | ) | ||||||||
Loss on disposal of property and equipment | $ | 93 | $ | 67 | $ | 93 | $ | 67 | ||||||||
Net loss (Non-GAAP) | $ | (5,793 | ) | $ | (1,726 | ) | $ | (13,051 | ) | $ | (1,651 | ) | ||||
Shares used in net loss per share calculation - basic and diluted (GAAP and Non-GAAP) | 28,803 | 27,960 | 28,636 | 27,839 | ||||||||||||
Net loss per share - basic and diluted (GAAP) | $ | (0.53 | ) | $ | (0.45 | ) | $ | (1.09 | ) | $ | (1.03 | ) | ||||
Net loss per share - basic and diluted (Non-GAAP) | $ | (0.20 | ) | $ | (0.06 | ) | $ | (0.46 | ) | $ | (0.06 | ) | ||||
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP PRODUCT MARGIN
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Product margin (GAAP) | $ | 16,593 | $ | 17,524 | $ | 32,593 | $ | 34,269 | ||||||||
Amortization of developed technology | 2,800 | 2,800 | 5,600 | 4,200 | ||||||||||||
Depreciation and amortization | 260 | 219 | 515 | 438 | ||||||||||||
Non-cash charge for sale of inventory revalued at the date of acquisition | — | 165 | — | 682 | ||||||||||||
Stock-based compensation expense | $ | 524 | $ | 443 | $ | 1,008 | $ | 706 | ||||||||
Product margin (Non-GAAP) | $ | 20,177 | $ | 21,151 | $ | 39,716 | $ | 40,295 | ||||||||
Product margin percentage (GAAP) | 58.1 | % | 63.8 | % | 59.0 | % | 64.7 | % | ||||||||
Product margin percentage (Non-GAAP) | 70.7 | % | 77.0 | % | 71.9 | % | 76.1 | % | ||||||||
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP OPERATING EXPENSES
Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Operating expenses (GAAP) | $ | 31,312 | $ | 30,029 | $ | 61,396 | $ | 63,628 | ||||||||
Acquisition-related expenses | — | — | — | (10,696 | ) | |||||||||||
Stock-based compensation expense | (4,114 | ) | (5,434 | ) | (7,698 | ) | (8,550 | ) | ||||||||
Depreciation and amortization | (995 | ) | (740 | ) | (1,912 | ) | (1,404 | ) | ||||||||
Loss on disposal of property and equipment | $ | 93 | $ | 93 | $ | — | ||||||||||
Operating expenses (Non-GAAP) | $ | 26,296 | $ | 23,855 | $ | 51,879 | $ | 42,978 | ||||||||
RECONCILIATION OF GAAP TO NON-GAAP REVENUE GROWTH
EXCLUDING THE IMPACT OF FOREIGN EXCHANGE
For the three months ended June 30, 2015
Revenue growth, reported | 4 | % | |
Impact of foreign exchange | (7 | )% | |
Non-GAAP revenue growth, constant currency | 11 | % | |
(1) Acquisition-related expenses include charges for accelerated vesting of certain DVS restricted stock and options; consulting, legal, and investment banking fees; and other expenses.