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): May 3, 2018
FLUIDIGM CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware | 001-34180 | 77-0513190 |
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification Number) |
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: | ||
[ ] | 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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). 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 May 3, 2018, Fluidigm Corporation issued a press release reporting its financial results for the first quarter ended March 31, 2018. A copy of the press release is furnished herewith as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. 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.Exhibit No. Description 99.1 Fluidigm Corporation Press Release dated May 3, 2018
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: May 3, 2018 | By: | /s/ Vikram Jog |
Vikram Jog | ||
Chief Financial Officer | ||
EXHIBIT INDEX
Exhibit No. | Description | |
99.1 | Fluidigm Corporation Press Release dated May 3, 2018 |
EXHIBIT 99.1
Fluidigm Announces First Quarter Financial Results and Operational Progress
Product Innovations in Mass Cytometry and Genomics
Total Revenue of $25.2 million, Genomics Revenue Growth of 18 Percent
SOUTH SAN FRANCISCO, Calif., May 03, 2018 (GLOBE NEWSWIRE) -- Fluidigm Corporation (NASDAQ:FLDM) today announced financial results for the first quarter ended March 31, 2018.
Total revenue for the first quarter was $25.2 million, a decrease of 1% from $25.5 million in the first quarter of 2017 and a decrease of 9% from $27.7 million in the fourth quarter of 2017. GAAP net loss for the first quarter of 2018 was $13.2 million, compared with a GAAP net loss of $17.2 million for the first quarter of 2017. Non-GAAP net loss for the first quarter of 2018 was $6.3 million, compared with a $9.6 million non-GAAP net loss for the first quarter of 2017 (see accompanying table for reconciliation of GAAP and non-GAAP measures).
“In the first quarter of 2018, Fluidigm posted strong growth in genomics as well as increased revenue in consumables and services,” said Chris Linthwaite, President and CEO. “Overall results were in line with our expectations and reflect operating leverage as well as improvements in gross margin. Although mass cytometry instrument sales fell short of expectations, we posted double-digit mass cytometry consumables growth and pull-through that exceeded our guidance. The robust opportunity pipeline for new mass cytometry system placements bodes well for growth in 2018. Equally, our increasing sales of genomics consumables and related systems is encouraging.
“Continued investment in research and development, a key pillar of our growth thesis, resulted in two innovative product launches early in the second quarter,” added Linthwaite. “In addition, we strengthened our balance sheet via the exchange of $150 million of outstanding convertible notes for new convertible notes with a later initial ‘put’ date of February 2023, compared to February 2021 in the prior notes, and new conversion features.
“We believe our instruments and systems will become indispensable tools for health care decision making, and we are excited about 2018 as we execute on our strategic roadmap for mass cytometry and high-throughput and single-cell genomics.”
First Quarter 2018 Performance
Revenue of $25.2 million by category:
Revenue of $25.2 million by market:
Total revenue by geographic area:
Geographic Area | Revenue by Geography | Year-over-Year Change | % of Total Revenue | ||
United States | $10.1 million | (15 | %) | 40 | % |
Europe | $8.5 million | 11 | % | 34 | % |
Asia-Pacific | $5.9 million | 19 | % | 23 | % |
Other | $0.7 million | (33 | %) | 3 | % |
Product margin:
GAAP product margin was 50.1% in the first quarter of 2018 compared to 49.1% in the year ago period. Non-GAAP product margin was 67.2% in the first quarter of 2018 compared to 66.4% in the year ago period. The year-over-year increase in product margins was primarily due to lower genomics unit product costs for both instruments and consumables from higher production volumes. The increase in GAAP product margin was partially offset by fixed amortization over lower revenue in the first quarter of 2018. (See accompanying table for the reconciliation of GAAP and non-GAAP product margins.)
Cash, cash equivalents, and investments as of March 31, 2018:
Cash, cash equivalents, and investments as of March 31, 2018, were $47.3 million. Cash, cash equivalents, and investments as of December 31, 2017, were $63.1 million
Operational and Business Highlights
Second Quarter 2018 Guidance
Conference Call Information
Fluidigm will host a conference call today, May 3, 2018, at 2:00 p.m. PT (5:00 p.m. ET) to discuss first quarter 2018 financial results and operational progress. Individuals interested in listening to the conference call may do so by dialing (877) 556-5248 for domestic callers, or (720) 545-0029 for international callers. Please reference Conference ID 7270388. Interested parties may access the live teleconference in the Investors section of the company’s website at http://investors.fluidigm.com/events.cfm. The link will not be active until 1:45 p.m. PT (4:45 p.m. ET) on May 3, 2018.
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), Conference ID 7270388. The conference call will also be archived on the Fluidigm Investors page at http://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 March 31, 2018, and March 31, 2017, as well as projected for the second quarter of 2018. 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 operating expenses exclude 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 table accompanying our earnings release. 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 anticipated growth in sales pipeline and associated growth in revenues, strategic initiatives and their anticipated benefits, including the potential for growing demand for Fluidigm products in various markets, anticipated benefits of corporate and commercial transactions and product introductions, and projected revenues, expenses, and cash flows for the second quarter of 2018. 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 introductions of new products driving volatility in revenue from period to period; the future financial performance of Fluidigm 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; competition; Fluidigm 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 and uncertainties and other information affecting Fluidigm's business and operating results is contained in the Fluidigm Annual Report on Form 10-K for the year ended December 31, 2017, 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) develops, manufactures, and markets life science analytical and preparatory systems for markets such as mass cytometry, high-throughput genomics, and single‑cell genomics. We sell to leading academic institutions, clinical research laboratories, and pharmaceutical, biotechnology, and agricultural biotechnology companies worldwide. Our systems are based on proprietary microfluidics and multiparameter 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, Advanta, Helios, Hyperion, Juno, and Maxpar are trademarks and/or registered trademarks of Fluidigm Corporation. All other trademarks are the sole property of their respective owners.
Contact
Investors:
Ana Petrovic
Director, Corporate Development and Investor Relations
Fluidigm Corporation
650 243 6628
ana.petrovic@fluidigm.com
Media:
Mark Spearman
Senior Director, Corporate Communications
Fluidigm Corporation
650 243 6621
mark.spearman@fluidigm.com
FLUIDIGM CORPORATION | |||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | |||||||||
(In thousands, except per share amounts) | |||||||||
(Unaudited) | |||||||||
Three Months Ended March 31, | |||||||||
2018 | 2017 | ||||||||
Revenue: | |||||||||
Instruments | $ | 7,520 | $ | 10,737 | |||||
Consumables | 12,957 | 10,570 | |||||||
Product revenue | 20,477 | 21,307 | |||||||
Service revenue | 4,771 | 4,167 | |||||||
License revenue | - | 59 | |||||||
Total revenue | 25,248 | 25,533 | |||||||
Costs and expenses: | |||||||||
Cost of product revenue | 10,222 | 10,851 | |||||||
Cost of service revenue | 1,598 | 1,118 | |||||||
Research and development | 7,256 | 8,524 | |||||||
Selling, general and administrative | 18,805 | 22,576 | |||||||
Total costs and expenses | 37,881 | 43,069 | |||||||
Loss from operations | (12,633 | ) | (17,536 | ) | |||||
Interest expense | (1,889 | ) | (1,455 | ) | |||||
Other income, net | 92 | 9 | |||||||
Loss before income taxes | (14,430 | ) | (18,982 | ) | |||||
Income tax benefit | 1,183 | 1,780 | |||||||
Net loss | $ | (13,247 | ) | $ | (17,202 | ) | |||
Net loss per share, basic and diluted | $ | (0.34 | ) | $ | (0.59 | ) | |||
Shares used in computing net loss per share, basic and diluted | 38,856 | 29,239 | |||||||
FLUIDIGM CORPORATION | |||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||||
(In thousands) | |||||||||
March 31, 2018 | December 31, 2017 (1) | ||||||||
(Unaudited) | |||||||||
ASSETS | |||||||||
Current assets: | |||||||||
Cash and cash equivalents | $ | 41,972 | $ | 58,056 | |||||
Short-term investments | 5,282 | 5,080 | |||||||
Accounts receivable, net | 16,267 | 15,049 | |||||||
Inventories | 15,253 | 15,088 | |||||||
Prepaid expenses and other current assets | 2,227 | 1,528 | |||||||
Total current assets | 81,001 | 94,801 | |||||||
Property and equipment, net | 11,433 | 12,301 | |||||||
Other non-current assets | 7,360 | 7,541 | |||||||
Developed technology, net | 65,800 | 68,600 | |||||||
Goodwill | 104,108 | 104,108 | |||||||
Total assets | $ | 269,702 | $ | 287,351 | |||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||
Current liabilities: | |||||||||
Accounts payable | $ | 5,206 | $ | 4,211 | |||||
Accrued compensation and related benefits | 10,045 | 10,535 | |||||||
Other accrued liabilities | 7,808 | 8,490 | |||||||
Deferred revenue, current portion | 10,645 | 10,238 | |||||||
Total current liabilities | 33,704 | 33,474 | |||||||
Convertible notes, net | 164,156 | 195,238 | |||||||
Deferred tax liability, net | 15,574 | 16,919 | |||||||
Other non-current liabilities | 7,694 | 10,785 | |||||||
Total liabilities | 221,128 | 256,416 | |||||||
Total stockholders' equity | 48,574 | 30,935 | |||||||
Total liabilities and stockholders' equity | $ | 269,702 | $ | 287,351 | |||||
(1) Derived from audited consolidated financial statements |
FLUIDIGM CORPORATION | ||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | ||||||||||||
(In thousands) | ||||||||||||
(Unaudited) | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2018 | 2017 | |||||||||||
Operating activities | ||||||||||||
Net loss | $ | (13,247 | ) | $ | (17,202 | ) | ||||||
Depreciation and amortization | 1,983 | 1,951 | ||||||||||
Stock-based compensation expense | 1,747 | 2,446 | ||||||||||
Amortization of developed technology | 2,800 | 2,800 | ||||||||||
Other non-cash items | (58 | ) | (126 | ) | ||||||||
Changes in assets and liabilities, net | (9,401 | ) | 1,643 | |||||||||
Net cash used in operating activities | (16,176 | ) | (8,488 | ) | ||||||||
Investing activities | ||||||||||||
Purchases of investments | (186 | ) | (1,183 | ) | ||||||||
Proceeds from sales and maturities of investments | - | 19,375 | ||||||||||
Purchases of property and equipment | (77 | ) | (692 | ) | ||||||||
Net cash (used in) provided by investing activities | (263 | ) | 17,500 | |||||||||
Financing activities | ||||||||||||
Payment of debt issuance costs | (82 | ) | - | |||||||||
Proceeds from issuance of common stock through stock plans, net of tax | - | 3 | ||||||||||
Proceeds from exercise of stock options | 24 | - | ||||||||||
Net cash (used in) provided by financing activities | (58 | ) | 3 | |||||||||
Effect of foreign exchange rate fluctuations on cash and cash equivalents | 413 | 37 | ||||||||||
Net (decrease) increase in cash and cash equivalents | (16,084 | ) | 9,052 | |||||||||
Cash and cash equivalents at beginning of period | 58,056 | 35,045 | ||||||||||
Cash and cash equivalents at end of period | $ | 41,972 | $ | 44,097 |
FLUIDIGM CORPORATION | ||||||||||||
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION | ||||||||||||
(In thousands, except per share amounts) | ||||||||||||
(Unaudited) | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2018 | 2017 | |||||||||||
Net loss (GAAP) | $ | (13,247 | ) | $ | (17,202 | ) | ||||||
Stock-based compensation expense | 1,747 | 2,446 | ||||||||||
Amortization of developed technology (a) | 2,800 | 2,800 | ||||||||||
Interest expense (b) | 1,889 | 1,455 | ||||||||||
Depreciation and amortization | 1,433 | 1,871 | ||||||||||
Benefit from acquisition related income taxes (c) | (916 | ) | (1,003 | ) | ||||||||
Net loss (Non-GAAP) | $ | (6,294 | ) | $ | (9,633 | ) | ||||||
Shares used in net loss per share calculation - | ||||||||||||
basic and diluted (GAAP and Non-GAAP) | 38,856 | 29,239 | ||||||||||
Net loss per share - basic and diluted (GAAP) | $ | (0.34 | ) | $ | (0.59 | ) | ||||||
Net loss per share - basic and diluted (Non-GAAP) | $ | (0.16 | ) | $ | (0.33 | ) | ||||||
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP PRODUCT MARGIN | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2018 | 2017 | |||||||||||
Product margin (GAAP) | $ | 10,255 | $ | 10,456 | ||||||||
Amortization of developed technology (a) | 2,800 | 2,800 | ||||||||||
Depreciation and amortization (d) | 510 | 551 | ||||||||||
Stock-based compensation expense (d) | 204 | 340 | ||||||||||
Product margin (Non-GAAP) | $ | 13,769 | $ | 14,147 | ||||||||
Product margin percentage (GAAP) | 50.1 | % | 49.1 | % | ||||||||
Product margin percentage (Non-GAAP) | 67.2 | % | 66.4 | % | ||||||||
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP OPERATING EXPENSES | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2018 | 2017 | |||||||||||
Operating expenses (GAAP) | $ | 26,061 | $ | 31,100 | ||||||||
Stock-based compensation expense (e) | (1,543 | ) | (2,106 | ) | ||||||||
Depreciation and amortization (e) | (923 | ) | (1,320 | ) | ||||||||
Operating expenses (Non-GAAP) | $ | 23,595 | $ | 27,674 | ||||||||
ITEMIZED RECONCILIATION BETWEEN GAAP AND NON-GAAP LOSS FROM OPERATIONS | ||||||||||||
Three Months Ended March 31, | ||||||||||||
2018 | 2017 | |||||||||||
Loss from operations (GAAP) | $ | (12,633 | ) | $ | (17,536 | ) | ||||||
Stock-based compensation expense | 1,747 | 2,446 | ||||||||||
Amortization of developed technology (a) | 2,800 | 2,800 | ||||||||||
Depreciation and amortization (e) | 1,433 | 1,871 | ||||||||||
Loss from operations (Non-GAAP) | $ | (6,653 | ) | $ | (10,419 | ) | ||||||
(a) represents amortization of developed technology in connection with the DVS acquisition | ||||||||||||
(b) represents interest expense on Senior Convertible Notes | ||||||||||||
(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, selling, general and administrative activities | ||||||||||||