UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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)
January 12, 2016
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)(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 January 12, 2016, Fluidigm Corporation issued a press release announcing preliminary fourth quarter and full year 2015 revenue. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Fluidigm Corporation Press Release dated January 12, 2016 | |
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.
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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: January 12, 2016 | By: | /s/ William Smith | ||||
| William Smith EVP, Legal Affairs and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit No. |
Description | |
| 99.1 | Fluidigm Corporation Press Release dated January 12, 2016 | |
Exhibit 99.1
FLUIDIGM ANNOUNCES PRELIMINARY FULL YEAR AND FOURTH QUARTER 2015 REVENUE
SOUTH SAN FRANCISCO, Calif., – January 12, 2016 – Fluidigm Corporation (NASDAQ:FLDM) today announced total revenue for the fourth quarter of 2015 is expected to be in the range of approximately $30 million and $31 million based on preliminary, unaudited financial data. Total revenue for the full year of 2015 is expected to be in the range of approximately $114 and $115 million based on preliminary, unaudited financial data.
| • | Fourth quarter 2015 revenue at the midpoint of the range represents a decrease of approximately 9% from $33.5 million in the fourth quarter of 2014 and an increase of approximately 6.5% from $28.6 million in the third quarter of 2015. On a constant currency basis, total revenue for the fourth quarter 2015 decreased approximately 5% year-over-year (see accompanying table for reconciliation of GAAP and non-GAAP measures). |
| • | Full year 2015 revenue at the midpoint of the range represents a decrease of approximately 2% from $116.5 million in the full year 2014. On a constant currency basis, total revenue for the full year 2015 increased approximately 4% year-over-year. |
“We are pleased that our fourth quarter performance reflected continued stabilization of our business after a challenging start to the year. We remain encouraged by trends in the single-cell biology market. Additionally, given the adjustments and hires we’ve discussed over the year, we are exiting 2015 with a stronger and more focused commercial structure. We believe our organizational changes position us for growth in 2016 and beyond,” said Gajus Worthington, Fluidigm President and Chief Executive Officer.
Fluidigm will host a conference call in early February 2016 to discuss financial fourth quarter results and issue 2016 revenue guidance.
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 fourth quarter and full year 2014 and 2015. Management believes that non-GAAP financial measures, taken in conjunction with GAAP financial measures, provide useful information for both management and investors by excluding the impact of foreign currency changes. 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 press 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 management’s current estimates of fourth quarter and fiscal 2015 total revenue; management’s current views with respect to stabilization in Fluidigm’s business and revenues; the potential impact of recent modifications in Fluidigm’s commercial organization; opportunities for revenue growth; and Fluidigm’s competitive position within the single-cell biology market. The financial results presented today are preliminary and subject to Fluidigm’s completing its financial statements for the year ended December 31, 2015 and the audit of those financial statements by Fluidigm’s independent registered public accounting firm. 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, adjustments arising in connection with the preparation and audit of Fluidigm’s financial statements as of and for the year ended December 31, 2015; risks relating to the future financial performance of Fluidigm’s product lines; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; potential product performance and quality issues; 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 September 30, 2015, and in its other filings with the Securities and Exchange Commission. Additional information will also be set forth in Fluidigm’s Annual Report on Form 10-K for the year ended December 31, 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, Biomark, CyTOF, Helios, C1, Polaris, and Callisto 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
RECONCILIATION OF GAAP TO NON-GAAP REVENUE GROWTH
EXCLUDING THE IMPACT OF FOREIGN EXCHANGE
For the Three Months and Full Year Ended December 31, 2015
(Unaudited)
| Three Months ended December 31, 2015 |
Full Year ended December 31, 2015 |
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| GAAP revenue growth |
(9 | )% | (2 | )% | ||||
| Impact of foreign exchange |
4 | % | 6 | % | ||||
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| Non-GAAP revenue growth, constant currency |
5 | % | 4 | % | ||||
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