Form 8-K
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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):  November 8, 2021

_______________________________

Fluidigm Corporation

(Exact name of registrant as specified in its charter)

_______________________________

Delaware001-3418077-0513190
(State or Other Jurisdiction of Incorporation)(Commission File Number)(I.R.S. Employer Identification No.)

2 Tower Place, Suite 2000

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:

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))

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 shareFLDMNasdaq Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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. ☐

 
 
Item 2.02. Results of Operations and Financial Condition.

On November 8, 2021, Fluidigm Corporation issued a press release reporting its financial results for the third fiscal quarter of 2021. A copy of the press release is furnished herewith as Exhibit 99.1.

The foregoing information in this Current Report on Form 8-K, including exhibit 99.1 attached hereto, is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be incorporated by reference in any filing under the Securities Exchange Act of 1934, as amended, or the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such future filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
   
99.1 Fluidigm Corporation Press Release dated November 8, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
 
 

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: November 8, 2021By: /s/ Vikram Jog        
  Vikram Jog
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Fluidigm Announces Third Quarter 2021 Financial Results

Board Undertaking Review of Range of Value-Enhancing Opportunities

SOUTH SAN FRANCISCO, Calif., Nov. 08, 2021 (GLOBE NEWSWIRE) -- Fluidigm Corporation (Nasdaq: FLDM), an innovative biotechnology tools provider with a vision to improve life through comprehensive health insight, today announced financial results for the third quarter ended September 30, 2021.

“We saw a very active third quarter and made progress with our ambitious plan to commercially scale two new instrument systems,” said Chris Linthwaite, President and CEO. “Core demand for our products was healthy, but we were unable to fulfill all orders for our products during the quarter, largely due to supply chain issues. Our backlog of unfilled orders stands at more than $9 million, which is almost twice as much as our historic average. We expect to work through these pending orders over the next few quarters. Demand in the APAC region was impacted by tax permit issues in China and COVID-related shutdowns in Japan.

“We were pleased to deliver the first production units of the Olink® Signature Q100 benchtop instrument system and anticipate an increase in deliveries in Q4 for this product, as well as for our new CyTOF® XT platform,” continued Linthwaite.

Strategic Review

Fluidigm also announced today that its Board of Directors is undertaking a review of various options, with the assistance of outside financial, operating and legal advisors, to maximize stockholder value, including with regard to strategic alternatives, cost and capital structure, and operations and supply chain. There can be no assurance that the evaluation of these options will result in Fluidigm taking any particular action, and there can be no assurance as to the outcome or timing of this process. Fluidigm has not set a timetable for completion of the process and does not intend to disclose developments related to the Board’s process unless and until the Board determines that further disclosure is appropriate or required.

Recent Highlights

Mass Cytometry

Innovation:

Partnerships:

Beachheads:

Microfluidics

Innovation:

Partnerships:

Beachheads:

Third Quarter 2021 Financial Results

Total revenue was $28.5 million for the quarter ended September 30, 2021, compared with $39.9 million for the third quarter of 2020. Base product and service revenue (excluding COVID-19 testing revenue) was $25.6 million, compared to $25.1 million during the same period last year. Base revenue included $6.0 million in service revenue. Total revenue also included $0.6 million of other revenue.

GAAP net loss for the quarter was $13.8 million, compared with a GAAP net loss of $6.0 million for the third quarter of 2020.

Non-GAAP net loss was $5.4 million for the quarter, compared with non-GAAP net income of $2.5 million for the third quarter of 2020.

Cash and cash equivalents and restricted cash as of September 30, 2021, totaled $30.3 million, compared to $31.9 million as of June 30, 2021, and undrawn capacity on our revolver was $10.3 million at the end of the quarter.

A reconciliation of GAAP to non-GAAP financial measures can be found in the tables of this news release.

Supplemental Financial Information updated through September 30, 2021, has been posted on our website concurrent with this release.

Fiscal 2021 Guidance

Fluidigm is revising its previously stated full-year total revenue guidance as various factors have affected our business and business outlook in the near term. These factors include current supply chain constraints, new outbreaks of COVID-19 infections and the impact on access to labs and research institutions, and ongoing uncertainty regarding resolution of tax permit issues in China.

($ in millions)20202021
 
Actuals
Previous
Guidance
Current
Guidance
Product & Service Revenue   
Base business$100.1$120 – $122$107 – $109
COVID-19 Testing Revenue$22.4$10– $13$12 – $13
Total Product & Service Revenue$122.5$130 – $135$119 – $122
Other Revenue$15.6$4 – $5$4 – $5
Total Revenue$138.1$134 – $140$123 – $127
    
Year-over-year growth   
Base business(14)%20% – 22%7% – 9%
COVID-19 Testing RevenueNM(55)% – (42)%(46)% – (42)%
Total Product & Service Revenue5%6% – 10%(2)% – (0)%
Total Revenue18%(3)% – 1%(11)% – (8)%

Q4 2021 Guidance

Conference Call Information
Fluidigm will host a conference call today, November 8, 2021, at 1:30 p.m. PT, 4:30 p.m. ET, to discuss third quarter 2021 financial results and operational progress. Individuals interested in listening to the conference call may do so by dialing the following:

US domestic callers: (877) 556-5248
Outside US callers: (720) 545-0029
Please reference Conference ID: 5579013

A live webcast of the conference call will be available online from the Investor Relations page of the company’s website at Events & Presentations. The link will not be active until 1:15 p.m. PT, 4:15 p.m. ET, on November 8, 2021. The webcast will be archived on the Fluidigm Investor Relations page at investors.fluidigm.com.

Statement Regarding Use of Non-GAAP Financial Information

Fluidigm has presented certain financial information in accordance with U.S. GAAP and also on a non-GAAP basis for the three-month periods ended September 30, 2021, and September 30, 2020, as well as guidance for non-GAAP net loss for fiscal 2021. 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. Our estimates of forward-looking non-GAAP net loss excludes estimates for stock-based compensation expense and depreciation and amortization; loss on disposal of property and equipment; future changes relating to developed and acquired technologies; other intangible assets; and income taxes, among other items, certain of which are presented in the tables accompanying our earnings release. A reconciliation of adjusted guidance measures to corresponding GAAP measures is not available on a forward-looking basis without unreasonable effort due to the uncertainty regarding certain expenses that may be incurred in the future. The time and amount of certain material items needed to estimate non-GAAP financial measures are inherently unpredictable or outside of our control. Material changes to any of these items could have a significant effect on guidance and future GAAP results. 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 operating results are presented in the accompanying tables 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 regarding new product introductions and launch plans, anticipated benefits under collaborations and agreements with third parties, access to new customers and markets, the adoption of Fluidigm technology and products for translational and clinical research, the impact of the COVID-19 pandemic, exploration of options to maximize stockholder value, and revenue and net loss guidance for future periods. 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 potential adverse effects of the coronavirus pandemic on our business and operating results; the possible loss of key employees, customers, or suppliers; customers and prospective customers continuing to curtail or suspend activities utilizing our products; our ability and/or the ability of the research institutions utilizing our products and technology to obtain and maintain Emergency Use Authorization from the FDA and any other requisite authorizations or approvals to use our products and technology for diagnostic testing purposes; potential changes in the priorities of government agencies; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; reliance on sales of capital equipment for a significant proportion of revenues in each quarter; seasonal variations in customer operations; unanticipated increases in costs or expenses; risks related to our cash management plans and financing alternatives uncertainties in contractual relationships; reductions in research and development spending or changes in budget priorities by customers; Fluidigm research and development and distribution plans and capabilities; interruptions or delays in the supply of components or materials for, or manufacturing of, Fluidigm products; potential product performance and quality issues; risks associated with international operations; intellectual property risks; and competition. Information on these and additional risks and uncertainties and other information affecting Fluidigm's business and operating results is contained in its Annual Report on Form 10-K for the year ended December 31, 2020, and in its other filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. Fluidigm disclaims any obligation to update these forward-looking statements except as may be required by law.

About Fluidigm

Fluidigm (Nasdaq:FLDM) focuses on the most pressing needs in translational and clinical research, including cancer, immunology, and immunotherapy. Using proprietary CyTOF and microfluidics technologies, we develop, manufacture, and market multi-omic solutions to drive meaningful insights in health and disease, identify biomarkers to inform decisions, and accelerate the development of more effective therapies. Our customers are leading academic, government, pharmaceutical, biotechnology, plant and animal research, and clinical laboratories worldwide. Together with them, we strive to increase the quality of life for all. For more information, visit fluidigm.com.

Fluidigm, the Fluidigm logo, Biomark, CyTOF, CyTOF XT, Hyperion, Imaging Mass Cytometry, IMC and Maxpar are trademarks and/or registered trademarks of Fluidigm Corporation or its affiliates in the United States and/or other countries. All other trademarks are the sole property of their respective owners. Fluidigm products are provided for Research Use Only. Not for use in diagnostic procedures.

Available Information
We use our website (fluidigm.com), investor site (investors.fluidigm.com), corporate Twitter account (@fluidigm), Facebook page (facebook.com/Fluidigm), and LinkedIn page (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.

Contacts:
Investors:
Peter DeNardo
415 389 6400
IR@fluidigm.com

Media:
Mark Spearman
Senior Director, Corporate Communications
650 243 6621
mark.spearman@fluidigm.com

 


FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
         
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
Revenue:        
Product revenue $21,937   $29,210   $69,292   $65,596  
Service revenue 6,016   6,131   18,929   16,457  
Product and service revenue 27,953   35,341   88,221   82,053  
Other revenue (1) 551   4,520   4,095   11,483  
Total revenue 28,504   39,861   92,316   93,536  
Costs and expenses:        
Cost of product revenue 13,327   12,773   37,720   31,896  
Cost of service revenue 1,508   1,769   5,465   4,531  
Cost of product and service revenue 14,835   14,542   43,185   36,427  
Research and development 9,209   8,128   29,403   25,275  
Selling, general and administrative 24,072   22,655   75,928   65,966  
Total costs and expenses 48,116   45,325   148,516   127,668  
Loss from operations (19,612)  (5,464)  (56,200)  (34,132) 
Interest expense (968)  (885)  (2,751)  (2,682) 
Surplus funding from NIH contract 5,000      5,000     
Other income (expense), net 315   107   534   (248) 
Loss before income taxes (15,265)  (6,242)  (53,417)  (37,062) 
Income tax benefit 1,422   243   3,609   2,068  
Net loss $(13,843)  $(5,999)  $(49,808)  $(34,994) 
         
Net loss per share, basic and diluted $(0.18)  $(0.08)  $(0.66)  $(0.49) 
Shares used to compute net loss per share, basic and diluted 76,301   72,486   75,494   71,294  
         
Notes: (1) Other revenue includes product development, license, royalty and grant revenue.
 


FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
     
   
  September 30,
2021
 December 31,
2020 (1)
ASSETS      
Current assets:     
Cash and cash equivalents (2) $29,309  $68,520 
Accounts receivable, net 13,732  25,423 
Inventories, net 24,498  19,689 
Prepaid expenses and other current assets (2) 5,926  4,031 
Total current assets 73,465  117,663 
Property and equipment, net 28,913  17,531 
Operating lease right-of-use assets, net 37,698  38,114 
Other non-current assets (2) 4,692  4,680 
Developed technology, net 30,992  40,206 
Goodwill 106,428  106,563 
Total assets $282,188  $324,757 
     
LIABILITIES AND STOCKHOLDERS' EQUITY    
Current liabilities:    
Accounts payable $10,786  $9,220 
Accrued compensation and related benefits 8,286  13,787 
Operating lease liabilities, current 2,873  2,973 
Other accrued liabilities 8,188  11,882 
Deferred grant income, current 4,299  2,912 
Deferred revenue, current 12,858  13,475 
Total current liabilities 47,290  54,249 
Term loan, net 9,993   
Convertible notes, net 54,051  54,224 
Deferred tax liability, net 7,229  8,697 
Operating lease liabilities, non-current 38,170  38,178 
Deferred revenue, non-current 6,034  7,990 
Deferred grant income, non-current 19,130  21,036 
Other non-current liabilities 954  1,333 
Total liabilities 182,851  185,707 
Total stockholders' equity 99,337  139,050 
Total liabilities and stockholders' equity $282,188  $324,757 
     
Notes:    
(1) Derived from audited consolidated financial statements    
(2) Cash, cash equivalents and restricted cash consist of:    
Cash and cash equivalents $29,309  $68,520 
Restricted cash (included in other current assets and other non-current assets) 1,016  1,016 
Total cash, cash equivalents and restricted cash $30,325  $69,536 
     


FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
     
  Nine Months Ended September 30,
  2021 2020
OPERATING ACTIVITIES    
Net loss $(49,808)  $(34,994) 
Stock-based compensation expense 11,738   10,358  
Amortization of developed technology 8,944   8,929  
Loss on disposal of property and equipment 6   191  
Depreciation and amortization 2,744   2,988  
Other non-cash items 2,357   2,971  
Changes in assets and liabilities, net (13,040)  (2,127) 
Net cash used in operating activities (37,059)  (11,684) 
     
INVESTING ACTIVITIES    
Acquisition, net of cash acquired    (5,154) 
Proceeds from NIH Contract 2,000   11,151  
Proceeds from sales and maturities of investments    36,810  
Purchases of property and equipment (12,801)  (2,010) 
Net cash provided by (used in) investing activities (10,801)  40,797  
     
FINANCING ACTIVITIES    
Proceeds from term loan 10,000     
Proceeds from issuance of common stock from at-the-market offering, net of commissions    20,226  
Repayment of long-term debt (501)    
Proceeds from (payments for) employee equity programs, net (802)  708  
Payment of debt and equity issuance costs (35)  (509) 
Net cash provided by financing activities 8,662   20,425  
     
Effect of foreign exchange rate fluctuations on cash and cash equivalents (13)  86  
Net increase (decrease) in cash, cash equivalents and restricted cash (39,211)  49,624  
Cash, cash equivalents and restricted cash at beginning of period 69,536   23,736  
Cash, cash equivalents and restricted cash at end of period $30,325   $73,360  
     
Cash, cash equivalents and restricted cash consist of:    
Cash and cash equivalents $29,309   $72,345  
Restricted cash (included in prepaid and other current assets, and other non-current assets) 1,016   1,015  
Total cash, cash equivalents and restricted cash $30,325   $73,360  
     


FLUIDIGM CORPORATION
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands, except per share amounts)
(Unaudited)
         
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP NET LOSS
         
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
         
Net loss (GAAP) $(13,843)  $(5,999)  $(49,808)  $(34,994) 
Stock-based compensation expense 4,320   4,358   11,738   10,358  
Amortization of developed technology (a) 2,979   2,993   8,944   8,929  
Depreciation and amortization 893   972   2,744   2,988  
Interest expense (b) 968   885   2,751   2,682  
Loss on disposal of property and equipment 5   43   6   191  
Loss on extinguishment of debt       9     
Benefit from acquisition related income taxes (c) (742)  (742)  (2,226)  (2,226) 
Net income (loss) (Non-GAAP) $(5,420)  $2,510   $(25,842)  $(12,072) 
Shares used in net loss per share calculation -        
basic and diluted (GAAP and Non-GAAP) 76,301   72,486   75,494   71,294  
         
Net loss per share - basic and diluted (GAAP) $(0.18)  $(0.08)  $(0.66)  $(0.49) 
Net income (loss) per share - basic and diluted (Non-GAAP) $(0.07)  $0.03   $(0.34)  $(0.17) 
         
         
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP PRODUCT AND SERVICE MARGIN
         
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
Product and service gross profit (GAAP) $13,118   $20,799   $45,036   $45,626  
Amortization of developed technology (a) 2,800   2,800   8,400   8,400  
Depreciation and amortization (d) 348   419   1,161   1,215  
Stock-based compensation expense (d) 188   133   414   312  
Product and service gross profit (Non-GAAP) $16,454   $24,151   $55,011   $55,553  
         
Product and service margin percentage (GAAP) 46.9 % 58.9 % 51.0 % 55.6 %
Product and service margin percentage (Non-GAAP) 58.9 % 68.3 % 62.4 % 67.7 %
         
         
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP OPERATING EXPENSES
         
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
Operating expenses (GAAP) $33,281   $30,783   $105,331   $91,241  
Stock-based compensation expense (e) (4,132)  (4,225)  (11,324)  (10,046) 
Depreciation and amortization (e) (723)  (746)  (2,127)  (2,302) 
Loss on disposal of property and equipment (e) (5)  (43)  (6)  (191) 
Operating expenses (Non-GAAP) $28,421   $25,769   $91,874   $78,702  
         
         
         
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP LOSS FROM OPERATIONS
         
  Three Months Ended September 30, Nine Months Ended September 30,
  2021 2020 2021 2020
Loss from operations (GAAP) $(19,612)  $(5,464)  $(56,200)  $(34,132) 
Stock-based compensation expense 4,320   4,358   11,738   10,358  
Amortization of developed technology (a) 2,979   2,993   8,944   8,929  
Depreciation and amortization (e) 893   972   2,744   2,988  
Loss on disposal of property and equipment (e) 5   43   6   191  
Income (loss) from operations (Non-GAAP) $(11,415)  $2,902   $(32,768)  $(11,666) 
         
         
(a) Represents amortization of developed technology in connection with the DVS and InstruNor acquisitions
(b) Represents interest expense, primarily on convertible debt and the term loan
(c) Represents the tax impact on the purchase of intangible assets in connection with the DVS acquisition
(d) Represents expense associated with cost of product revenue
(e) Represents expense associated with research and development and selling, general and administrative activities