Form 8-K
0001162194 False 0001162194 2022-02-17 2022-02-17 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
 

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):  February 17, 2022

_______________________________

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 February 17, 2022, Fluidigm Corporation issued a press release reporting its financial results for the fourth quarter and full year ended December 31, 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 February 17, 2022.
104 Cover Page Interactive Data File (the cover page XBRL tags are 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: February 17, 2022By: /s/ Vikram Jog        
  Vikram Jog
  Chief Financial Officer
  

 

EdgarFiling

EXHIBIT 99.1

Fluidigm Announces Fourth Quarter and Full Year 2021 Financial Results

SOUTH SAN FRANCISCO, Calif., Feb. 17, 2022 (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 fourth quarter and full year ended December 31, 2021.  

“We are pleased with our performance in the fourth quarter as we made significant progress mitigating ongoing supply chain issues and getting as many products as possible into the hands of our customers,” said Chris Linthwaite, President and CEO. “Our team addressed several supply chain bottlenecks and worked through a substantial backlog of unfilled orders, particularly in the APAC region.”

Linthwaite continued, “During the quarter, we saw record consumables sales and quarterly instrument placements in mass cytometry, as well as significant OEM instrument shipments and consumables sales within microfluidics. Overall, our base business continued to show solid recovery and we continued to execute on key strategic initiatives, including platform development, menu expansion and nurturing and expanding OEM relationships.”

Dr. Carlos V. Paya, chairman of the Fluidigm Board of Directors, said, “The proposed strategic cash infusion that we announced in January 2022 will position us with the capital to further execute on our strategy. This capital investment will help make it possible for us to more effectively leverage our product portfolio and R&D capabilities to expand market share in key markets while growing revenue with a keen focus on improved profitability.”

On January 24, the company announced that its Board of Directors unanimously approved a $250 million investment, inclusive of $25 million previously raised in the form of convertible unsecured term loans, by leading life sciences investors Casdin Capital, LLC, and Viking Global Investors LP. The investment is expected to significantly advance Fluidigm’s mission through new organic and inorganic growth initiatives while optimizing its cost structure. Upon the closing of the investment, Fluidigm will change its name to Standard BioTools Inc., better reflecting its ambitions to become an essential solutions partner to the life sciences industry focused on the highest-growth areas of biological discovery and development. Additionally, Dr. Michael Egholm will succeed Linthwaite as President, CEO and Board member, and Alex Kim will join as Chief Operating Officer, upon the closing of the investment.

The investment is subject to the satisfaction of customary closing conditions, including approval by Fluidigm stockholders.

In light of the pending investment and associated proposed leadership changes, Fluidigm will not conduct an earnings teleconference today, nor will it provide financial guidance at this time. In lieu of hosting a teleconference, Fluidigm is providing additional details on its fourth quarter and full year financial results within this news release.

Recent Highlights 

Innovation: 

Partnerships: 

Beachheads: 

Fourth Quarter 2021 Financial Results  

Total revenue was $38.3 million for the quarter ended December 31, 2021, compared with $44.6 million for the fourth quarter of 2020. Base product and service revenue (excluding COVID-19 testing revenue) increased 13.5 percent to $35.3 million, compared with $31.1 million in the same period last year.

GAAP net loss for the quarter was $9.4 million, compared with a GAAP net loss of $18.0 million for the fourth quarter of 2020.  

Non-GAAP net loss was $0.8 million for the quarter, compared with a non-GAAP net loss of $9.8 million for the fourth quarter of 2020.  

Additional Detail on Fourth Quarter 2021 Financial Results

Revenue by geographic area:        

Full Year 2021 Financial Results  
Total revenue for the full year 2021 was $130.6 million, compared with $138.1 million for 2020. Base product and service revenue (excluding COVID-19 testing revenue) increased 12 percent to $112.4 million, compared with $100.1 million for 2020.

GAAP net loss for the full year 2021 was $59.2 million, compared with a GAAP net loss of $53.0 million for 2020. 

Non-GAAP net loss was $26.7 million for 2021, compared with a non-GAAP net loss of $21.8 million for 2020.

Cash and cash equivalents and restricted cash as of December 31, 2021, totaled $29.5 million, compared with $30.3 million as of September 30, 2021. During the fourth quarter of 2021, we borrowed $6.8 million from our asset-based revolving credit facility, all of which was outstanding as of year-end 2021. The remaining availability from the credit facility as of year-end was $2.7 million. The contemplated transaction announced on January 24, 2022, and noted above, subject to closing, is expected to result in gross proceeds to the company of approximately $250 million, before transaction costs, inclusive of $25 million received in January 2022 in the form of convertible term loans.

Additional Detail on Full Year 2021 Financial Results

Revenue by geographic area:        

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

Supplemental Financial Information updated through December 31, 2021, as well as an investor presentation, has been posted on our website concurrent with this release.

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-and twelve-month periods ended December 31, 2021, and December 31, 2020. 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. 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 and associated presentations contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including, among others, statements regarding trends in demand for Fluidigm products, expectations for closing of a financing transaction (the “Transaction”), including uses of proceeds from the Transaction, personnel expected to join Fluidigm upon closing of the Transaction, changes in Fluidigm’s branding and strategy following closing of the Transaction, potential organic and inorganic growth initiatives, and plans for investment and strategic initiatives. 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; any failure to obtain required stockholder approval of the Transaction; the possibility that the conditions to the closing of the Transaction are not satisfied; potential litigation relating to the Transaction; uncertainties as to the timing of the consummation of the Transaction; the ability of each party to consummate the Transaction; possible disruption related to the Transaction to Fluidigm’s current plans and operations, including through the loss of customers, suppliers and employees; changes in Fluidigm’s business or external market conditions; 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; challenges inherent in developing, manufacturing, launching, marketing, and selling new products; interruptions or delays in the supply of components or materials for, or manufacturing of, Fluidigm 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; 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.

Additional Information and Where to Find It
On February 14, 2022, Fluidigm filed a preliminary proxy statement in connection with a Special Meeting of Stockholders to consider Transaction (the “Special Meeting”). Prior to the Special Meeting, Fluidigm will furnish a definitive proxy statement to its stockholders, together with a WHITE proxy card. STOCKHOLDERS ARE URGED TO READ THE DEFINITIVE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Detailed information regarding the names, affiliations and interests of individuals who are participants in the solicitation of proxies of Fluidigm’s stockholders is available in Fluidigm’s preliminary proxy statement.

Stockholders may obtain, free of charge, Fluidigm’s proxy statement (in both preliminary and definitive form), any amendments or supplements thereto, and any other relevant documents filed by Fluidigm with the Securities and Exchange Commission (the “SEC”) in connection with the Special Meeting at the SEC’s website (http://www.sec.gov). Copies of Fluidigm’s definitive proxy statement, any amendments or supplements thereto, and any other relevant documents filed by Fluidigm with the SEC in connection with the Transaction will also be available, free of charge, at Fluidigm’s investor relations website (http://investors.fluidigm.com) or by writing to Fluidigm Corporation, Attention: Investor Relations, 2 Tower Place, Suite 2000, South San Francisco, CA 94080.

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, Advanta, Biomark, CyTOF, CyTOF XT, Direct, Hyperion, Imaging Mass Cytometry, Immune Profiling Assay, 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. The Advanta Dx SARS-CoV-2 RT-PCR Assay is for In Vitro Diagnostic Use. It is for Use under Emergency Use Authorization Only. Rx Only. Other 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 
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
December 31,
 Twelve Months Ended
December 31,
   2021   2020   2021   2020 
Revenue:        
Product revenue $31,084  $34,348  $100,376  $99,944 
Service revenue  6,988   6,122   25,917   22,579 
Product and service revenue  38,072   40,470   126,293   122,523 
Other revenue (1)  193   4,138   4,288   15,621 
Total revenue  38,265   44,608   130,581   138,144 
Costs and expenses:        
Cost of product revenue  15,595   15,631   53,315   47,527 
Cost of service revenue  2,428   2,760   7,893   7,291 
Cost of product and service revenue  18,023   18,391   61,208   54,818 
Research and development  8,541   11,186   37,944   36,461 
Selling, general and administrative  22,960   31,935   98,888   97,901 
Total costs and expenses  49,524   61,512   198,040   189,180 
Loss from operations  (11,259)  (16,904)  (67,459)  (51,036)
Interest expense  (1,072)  (890)  (3,823)  (3,572)
Surplus funding from NIH Contract  2,140      7,140    
Loss from extinguishment of debt        (9)   
Other income (loss), net  (52)  755   491   507 
Loss before income taxes  (10,243)  (17,039)  (63,660)  (54,101)
Income tax benefit (expense)  814   (987)  4,423   1,081 
Net loss $(9,429) $(18,026) $(59,237) $(53,020)
Net loss per share, basic and diluted $(0.12) $(0.24) $(0.78) $(0.74)
Shares used in computing net loss per share, basic and diluted  76,652   74,277   75,786   72,044 
         
(1) Other revenue includes development, grant and license revenue
 


FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
     
  December 31,
   2021  2020 (1)
ASSETS    
Current assets:    
Cash and cash equivalents (2) $28,451  $68,520 
Accounts receivable, net  18,320   25,423 
Inventories, net  20,825   19,689 
Prepaid expenses and other current assets  4,470   4,031 
Total current assets  72,066   117,663 
Property and equipment, net  28,034   17,531 
Operating lease right-of-use asset, net  37,119   38,114 
Other non-current assets  3,689   4,680 
Developed technology, net  27,927   40,206 
Goodwill  106,379   106,563 
Total assets $275,214  $324,757 
     
LIABILITIES AND STOCKHOLDERS’ EQUITY    
Current liabilities:    
Accounts payable $10,602  $9,220 
Accrued compensation and related benefits  4,920   13,787 
Operating lease liabilities, current  3,053   2,973 
Deferred revenue, current  11,947   13,475 
Deferred grant income, current  3,535   2,912 
Other accrued liabilities  8,673   11,882 
Advances under revolving credit agreement, current  6,838    
Total current liabilities  49,568   54,249 
Term loan, net  10,049    
Convertible notes, net  54,160   54,224 
Deferred tax liability  4,329   8,697 
Operating lease liabilities, non-current  37,548   38,178 
Deferred revenue, non-current  5,966   7,990 
Deferred grant income, non-current  18,116   21,036 
Other non-current liabilities  882   1,333 
Total liabilities  180,618   185,707 
Total stockholders’ equity  94,596   139,050 
Total liabilities and stockholders’ equity $275,214  $324,757 
     
     
(1) Derived from audited consolidated financial statements    
(2) Cash and cash equivalents and restricted cash consists of:    
Cash and cash equivalents $28,451  $68,520 
Restricted cash (included in prepaid and other current assets, and other non-current assets)  1,016   1,016 
Total cash and cash equivalents and restricted cash $29,467  $69,536 
     
 
FLUIDIGM CORPORATION
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
     
  Twelve Months Ended
December 31,
   2021   2020 
Operating activities    
Net loss $(59,237) $(53,020)
Stock-based compensation expense  16,101   14,451 
Amortization of developed technology  11,918   11,910 
Depreciation and amortization  3,653   4,014 
Loss from extinguishment of debt  9    
Loss on disposal of property and equipment  12   212 
Other non-cash items  3,416   4,602 
Change in assets and liabilities, net  (19,933)  2,414 
Net cash used in operating activities  (44,061)  (15,417)
     
Investing activities    
Proceeds from NIH Contract  1,318   21,036 
Acquisition, net of cash acquired     (5,154)
Proceeds from sale of investments     5,010 
Proceeds from maturities of investments     31,800 
Purchases of property and equipment, net  (13,264)  (12,717)
Net cash provided by (used in) investing activities  (11,946)  39,975 
     
Financing activities    
Proceeds from term loan  10,000    
Proceeds from advances under revolving credit agreement  6,838    
Proceeds from issuance of common stock, net of commissions     20,226 
Repayment of long-term debt  (501)   
Payments of debt and equity issuance costs  (79)  (684)
Proceeds from (payments for) employee equity programs, net  (299)  1,315 
Net cash provided by financing activities  15,959   20,857 
     
Effect of foreign exchange rate fluctuations on cash and cash equivalents  (21)  385 
Net increase (decrease) in cash and cash equivalents and restricted cash  (40,069)  45,800 
Cash and cash equivalents and restricted cash at beginning of period  69,536   23,736 
Cash and cash equivalents and restricted cash at end of period $29,467  $69,536 
     
Cash and cash equivalents and restricted cash consists of:    
Cash and cash equivalents $28,451  $68,520 
Restricted cash (included in prepaid and other current assets, and other non-current assets)  1,016   1,016 
Total cash and cash equivalents and restricted cash $29,467  $69,536 
     


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
December 31,
 Twelve Months Ended
December 31,
   2021   2020   2021   2020 
Net loss (GAAP) $(9,429) $(18,026) $(59,237) $(53,020)
Stock-based compensation expense  4,363   4,093   16,101   14,451 
Amortization of developed technology (a)  2,974   2,981   11,918   11,910 
Depreciation and amortization  909   1,026   3,653   4,014 
Interest expense (b)  1,072   890   3,823   3,572 
Loss on disposal of property and equipment  6   21   12   212 
Loss from extinguishment of debt        9    
Benefit from acquisition related income taxes (c)  (742)  (742)  (2,968)  (2,968)
Net loss (Non-GAAP) $(847) $(9,757) $(26,689) $(21,829)
Shares used in net loss per share calculation - basic and diluted (GAAP and Non-GAAP)  76,652   74,277   75,786   72,044 
         
Net loss per share - basic and diluted (GAAP) $(0.12) $(0.24) $(0.78) $(0.74)
Net loss per share - basic and diluted (Non-GAAP) $(0.01) $(0.13) $(0.35) $(0.30)
         
         
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP PRODUCT AND SERVICE MARGIN
         
  Three Months Ended December 31, Twelve Months Ended December 31,
   2021   2020   2021   2020 
Product and service gross profit (GAAP) $20,049  $22,079  $65,085  $67,705 
Amortization of developed technology (a)  2,972   2,800   11,372   11,200 
Depreciation and amortization (d)  317   415   1,478   1,630 
Stock-based compensation expense (d)  183   100   597   412 
Product and service gross profit (Non-GAAP) $23,521  $25,394  $78,532  $80,947 
         
Product and service margin percentage (GAAP)  52.7%  54.6%  51.5%  55.3%
Product and service margin percentage (Non-GAAP)  61.8%  62.7%  62.2%  66.1%
         
         
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP OPERATING EXPENSES
         
  Three Months Ended December 31, Twelve Months Ended December 31,
   2021   2020   2021   2020 
Operating expenses (GAAP) $31,501  $43,121  $136,832  $134,362 
Stock-based compensation expense (e)  (4,180)  (3,993)  (15,504)  (14,039)
Depreciation and amortization (e)  (593)  (792)  (2,720)  (3,094)
Loss on disposal of property and equipment  (6)  (21)  (12)  (212)
Operating expenses (Non-GAAP) $26,722  $38,315  $118,596  $117,017 
         
         
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP LOSS FROM OPERATIONS
         
  Three Months Ended December 31, Twelve Months Ended December 31,
   2021   2020   2021   2020 
Loss from operations (GAAP) $(11,259) $(16,904) $(67,459) $(51,036)
Stock-based compensation expense  4,363   4,093   16,101   14,451 
Amortization of developed technology (a)  2,974   2,981   11,918   11,910 
Depreciation and amortization  909   1,026   3,653   4,014 
Loss on disposal of property and equipment  6   21   12   212 
Loss from operations (Non-GAAP) $(3,007) $(8,783) $(35,775) $(20,449)
         
         
(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 and service revenue
(e) represents expense associated with research and development, selling, general and administrative activities