Delaware | 001-34180 | 77-0513190 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
¨ | 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 |
Item 9.01 | Financial Statements and Exhibits |
Exhibit No. | Description | |
99.1 | Fluidigm Corporation Press Release dated February 8, 2017 |
FLUIDIGM CORPORATION | ||||||
Date: February 8, 2017 | By: | /s/ Vikram Jog | ||||
Vikram Jog Chief Financial Officer |
Exhibit No. | Description | |
99.1 | Fluidigm Corporation Press Release dated February 8, 2017 |
• | Instrument revenue of $10.7 million decreased 32% from $15.7 million in the year ago period due to softness in instrument sales and driven primarily by decreased revenue from Helios™ systems and to a lesser extent C1™ systems. |
• | Consumables revenue of $10.3 million decreased 12% from $11.7 million in the year ago period due to lower revenue from integrated fluidic circuits (IFCs). |
• | Service revenue of $4.1 million in the fourth quarter increased 26% from $3.3 million in the year ago period mainly due to increased service contracts. |
• | Genomics product revenue of $12.3 million decreased 26% from $16.7 million in the prior year period driven primarily by decreased revenue from C1 and Access Array™ products. |
• | Mass cytometry product revenue of $8.6 million decreased 20% from $10.7 million in the prior year period due to decreased revenue from Helios systems, partly offset by increased revenue from consumables and imaging mass cytometry instruments. On a sequential basis, revenue from Helios systems increased 59% quarter-over-quarter. |
Geographic Area | Revenue by Geography | Year-over-year Change | % of Total Revenue | |||
United States | $13.1 million | (4%) | 52% | |||
Europe | $6.8 million | (37%) | 27% | |||
Asia-Pacific | $4.9 million | 8% | 20% | |||
Other | $0.4 million | (79%) | 1% |
• | GAAP product margin was 52.1% in the fourth quarter of 2016 versus 58.1% in the year ago period. Non-GAAP product margin was 69.6% in the fourth quarter of 2016, compared with 70.0% 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). |
• | As of December 31, 2016, Fluidigm had $59.4 million in cash, cash equivalents, and investments, compared with $71.2 million as of September 30, 2016. |
• | Instrument revenue of $46.8 million decreased 20% from $58.5 million in 2015, due to decreased revenue across most instruments, driven primarily by lower revenue from genomics instruments, particularly C1 systems. |
• | Consumables revenue of $42.2 million decreased 3% from $43.7 million in 2015, driven by lower revenue from IFCs, particularly Access Array IFCs, partially offset by Helios consumables. |
• | Service revenue of $15.2 million increased 23% from $12.3 million in 2015 mainly due to increased service contracts. |
• | Genomics product revenue of $60.3 million decreased 19% from $74.7 million in 2015, primarily driven by C1 and Access Array products. |
• | Mass cytometry product revenue of $28.7 million increased 5% from $27.4 million in 2015 due to increased revenue from consumables, partially offset by decreased revenue from Helios systems. |
• | The active installed base excludes instruments: (1) sold over six quarters ago and (2) for which customers have not purchased consumables in the last six quarters. |
• | As a reference, the total installed base was approximately 1,855 at the end of the fourth quarter 2016. |
Approximate Active Installed Base | ||
Systems | as of December 31, 2016 | |
Genomics (Access Array, Biomark™/Biomark HD, C1, EP1™, and Juno™) | ||
- Access Array and Juno | 230 | |
- Biomark/Biomark HD and EP1 | 585 | |
- C1 | 365 | |
Mass Cytometry | 160 |
◦ | In December 2016, Fluidigm commenced commercial delivery of imaging mass cytometry systems to high-value customers. Imaging mass cytometry uniquely expands upon the capabilities of mass cytometry to enable high-dimensional biomarker detection from tissues and cells in spatial context. |
◦ | Fluidigm released a new medium-cell high-throughput integrated fluidic circuit (HT IFC) with higher single-cell capture performance on the C1 system in December 2016. Capturing up to 800 medium-size (10-17 µm) cells, the new medium-cell HT IFC provides industry-leading sensitivity for high-throughput automated single-cell sequencing. |
◦ | Fluidigm launched a modular set of high-parameter Maxpar® mass cytometry panels for immuno-oncology research in early November 2016. These comprehensive panels allow researchers to simultaneously profile T cell subpopulations from limited or precious samples with up to 34 highly informative markers, including checkpoint response. The panels can be easily combined for complete coverage or flexibly customized with access to hundreds of commercially available preconjugated antibodies and custom conjugation options. |
• | Entering into strategic partnerships. |
• | We have taken definitive actions to realign and right-size our organization including initiatives with respect to headcount and other operational efficiencies. As a result, we expect to realize approximately $8 million in reduced operating expenses in 2017 before severance expenses. |
• | We expect to begin realizing the benefits of these cost reduction initiatives in the second quarter of 2017. |
• | Total revenue for Q1 2017 is projected to be approximately flat compared to Q4 2016. |
• | GAAP operating expenses, including estimated severance costs, are projected to be in the range of $33 million to $34.5 million. |
• | Non-GAAP operating expenses are projected to be in the range of $28.5 million to $30 million, excluding stock-based compensation and depreciation and amortization expense of approximately $3 million and $1.5 million, respectively. |
• | Total cash outflow (includes capital spending, interest payment and severance expenses) is projected to be in the range of $11 million to $12 million. Fluidigm's semi-annual interest payments on outstanding convertible debt, of approximately $2.8 million, are paid in the first and third quarters of the year. |
Projected Annualized Consumables Pull-through for 2017 | Per Active Instrument/Year | |
Genomics (Access Array, Biomark/Biomark HD, C1, EP1, and Juno) | ||
- Access Array and Juno | $25,000 - $30,000 | |
- Biomark/Biomark HD and EP1 | $33,000 - $38,000 | |
- C1 | $10,000 - $15,000 | |
Mass Cytometry | $50,000 - $60,000 |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Revenue: | ||||||||||||||||
Instruments | $ | 10,652 | $ | 15,698 | $ | 46,834 | $ | 58,455 | ||||||||
Consumables | 10,256 | 11,693 | 42,169 | 43,685 | ||||||||||||
Product revenue | 20,908 | 27,391 | 89,003 | 102,140 | ||||||||||||
Service revenue | 4,120 | 3,272 | 15,205 | 12,315 | ||||||||||||
License and grant revenue | 56 | 59 | 238 | 257 | ||||||||||||
Total revenue | 25,084 | 30,722 | 104,446 | 114,712 | ||||||||||||
Costs and expenses: | ||||||||||||||||
Cost of product revenue | 10,013 | 11,489 | 41,110 | 43,001 | ||||||||||||
Cost of service revenue | 1,226 | 1,100 | 4,899 | 3,629 | ||||||||||||
Research and development | 8,773 | 9,740 | 38,415 | 39,264 | ||||||||||||
Selling, general and administrative | 22,769 | 22,085 | 93,212 | 82,959 | ||||||||||||
Gain on escrow settlement | — | — | — | (3,986 | ) | |||||||||||
Total costs and expenses | 42,781 | 44,414 | 177,636 | 164,867 | ||||||||||||
Loss from operations | (17,697 | ) | (13,692 | ) | (73,190 | ) | (50,155 | ) | ||||||||
Gain from sale of investment in Verinata | — | 2,330 | — | 2,330 | ||||||||||||
Interest expense | (1,459 | ) | (1,453 | ) | (5,820 | ) | (5,808 | ) | ||||||||
Other expense, net | (640 | ) | (268 | ) | (1,167 | ) | (1,157 | ) | ||||||||
Loss before income taxes | (19,796 | ) | (13,083 | ) | (80,177 | ) | (54,790 | ) | ||||||||
Benefit from income taxes | 2,099 | 204 | 4,192 | 1,475 | ||||||||||||
Net loss | $ | (17,697 | ) | $ | (12,879 | ) | $ | (75,985 | ) | $ | (53,315 | ) | ||||
Net loss per share, basic and diluted | $ | (0.61 | ) | $ | (0.45 | ) | $ | (2.62 | ) | $ | (1.86 | ) | ||||
Shares used in computing net loss per share, basic and diluted | 29,151 | 28,813 | 29,008 | 28,711 |
December 31, | ||||||||
2016 | 2015 (1) | |||||||
(Unaudited) | ||||||||
ASSETS | ||||||||
Current assets: | ||||||||
Cash and cash equivalents | $ | 35,045 | $ | 29,117 | ||||
Short-term investments | 24,385 | 65,855 | ||||||
Accounts receivable, net | 14,610 | 25,457 | ||||||
Inventories | 20,114 | 17,924 | ||||||
Prepaid expenses and other current assets | 2,517 | 5,742 | ||||||
Total current assets | 96,671 | 144,095 | ||||||
Long-term investments | — | 6,493 | ||||||
Property and equipment, net | 16,525 | 15,258 | ||||||
Other non-current assets | 9,291 | 9,096 | ||||||
Developed technology, net | 79,800 | 91,000 | ||||||
Goodwill | 104,108 | 104,108 | ||||||
Total assets | $ | 306,395 | $ | 370,050 | ||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current liabilities: | ||||||||
Accounts payable | $ | 3,967 | $ | 6,094 | ||||
Accrued compensation and related benefits | 3,996 | 3,553 | ||||||
Other accrued liabilities | 12,374 | 11,015 | ||||||
Deferred revenue, current | 9,163 | 9,419 | ||||||
Total current liabilities | 29,500 | 30,081 | ||||||
Convertible notes, net | 194,951 | 194,673 | ||||||
Deferred tax liability, net | 21,140 | 23,595 | ||||||
Other non-current liabilities | 7,571 | 6,800 | ||||||
Total liabilities | 253,162 | 255,149 | ||||||
Total stockholders’ equity | 53,233 | 114,901 | ||||||
Total liabilities and stockholders’ equity | $ | 306,395 | $ | 370,050 |
Year Ended December 31, | ||||||||
2016 | 2015 | |||||||
Operating activities | ||||||||
Net loss | $ | (75,985 | ) | $ | (53,315 | ) | ||
Depreciation and amortization | 6,738 | 4,915 | ||||||
Stock-based compensation expense | 13,858 | 16,830 | ||||||
Amortization of developed technology | 11,200 | 11,200 | ||||||
Gain on escrow settlement | — | (3,986 | ) | |||||
Gain from sale of investment in Verinata | — | (2,330 | ) | |||||
Other non-cash items | 339 | 224 | ||||||
Changes in assets and liabilities | 4,752 | (8,234 | ) | |||||
Net cash used in operating activities | (39,098 | ) | (34,696 | ) | ||||
Investing activities | ||||||||
Purchases of investments | (38,594 | ) | (66,973 | ) | ||||
Proceeds from sales and maturities of investments | 86,431 | 103,369 | ||||||
Proceeds from sale in investment in Verinata | 2,330 | — | ||||||
Purchase of intangible assets | — | (6,670 | ) | |||||
Purchases of property and equipment | (5,065 | ) | (3,982 | ) | ||||
Net cash provided by (used in) investing activities | 45,102 | 25,744 | ||||||
Financing activities | ||||||||
Proceeds from issuance of common stock through stock plan, net of tax payment | 76 | 5,303 | ||||||
Net cash provided by financing activities | 76 | 5,303 | ||||||
Effect of foreign exchange rate fluctuations on cash and cash equivalents | (152 | ) | (947 | ) | ||||
Net increase (decrease) in cash and cash equivalents | 5,928 | (4,596 | ) | |||||
Cash and cash equivalents at beginning of period | 29,117 | 33,713 | ||||||
Cash and cash equivalents at end of period | $ | 35,045 | $ | 29,117 |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Net loss (GAAP) | $ | (17,697 | ) | $ | (12,879 | ) | $ | (75,985 | ) | $ | (53,315 | ) | ||||
Gain on escrow settlement | — | — | — | (3,986 | ) | |||||||||||
Stock-based compensation expense | 2,825 | 3,980 | 13,858 | 16,830 | ||||||||||||
Amortization of developed technology (a) | 2,800 | 2,800 | 11,200 | 11,200 | ||||||||||||
Interest expense (b) | 1,459 | 1,453 | 5,820 | 5,808 | ||||||||||||
Depreciation and amortization | 1,637 | 769 | 6,262 | 4,328 | ||||||||||||
Benefit from acquisition related income taxes (c) | (408 | ) | (650 | ) | (2,805 | ) | (2,974 | ) | ||||||||
Gain on sale of investment in Verinata | — | (2,330 | ) | — | (2,330 | ) | ||||||||||
Loss (gain) on disposal of property and equipment | 75 | (6 | ) | 87 | 87 | |||||||||||
Net loss (Non-GAAP) | $ | (9,309 | ) | $ | (6,863 | ) | $ | (41,563 | ) | $ | (24,352 | ) | ||||
Shares used in net loss per share calculation - basic and diluted (GAAP and Non-GAAP) | 29,151 | 28,813 | 29,008 | 28,711 | ||||||||||||
Net loss per share - basic and diluted (GAAP) | $ | (0.61 | ) | $ | (0.45 | ) | $ | (2.62 | ) | $ | (1.86 | ) | ||||
Net loss per share - basic and diluted (Non-GAAP) | $ | (0.32 | ) | $ | (0.24 | ) | $ | (1.43 | ) | $ | (0.85 | ) |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Product margin (GAAP) | $ | 10,895 | $ | 15,902 | $ | 47,893 | $ | 59,139 | ||||||||
Amortization of developed technology (a) | 2,800 | 2,800 | 11,200 | 11,200 | ||||||||||||
Depreciation and amortization (d) | 554 | 62 | 2,211 | 837 | ||||||||||||
Stock-based compensation expense (d) | $ | 294 | $ | 402 | 1,347 | 1,822 | ||||||||||
Product margin (Non-GAAP) | $ | 14,543 | $ | 19,166 | $ | 62,651 | $ | 72,998 | ||||||||
Product margin percentage (GAAP) | 52.1 | % | 58.1 | % | 53.8 | % | 57.9 | % | ||||||||
Product margin percentage (Non-GAAP) | 69.6 | % | 70.0 | % | 70.4 | % | 71.5 | % |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Operating expenses (GAAP) | 31,542 | 31,825 | 131,627 | 118,237 | ||||||||||||
Gain on escrow settlement | — | — | — | 3,986 | ||||||||||||
Stock-based compensation expense (e) | (2,531 | ) | (3,578 | ) | (12,511 | ) | (15,008 | ) | ||||||||
Depreciation and amortization (e) | (1,083 | ) | (707 | ) | (4,051 | ) | (3,491 | ) | ||||||||
Loss on disposal of property and equipment (e) | (75 | ) | (6 | ) | (87 | ) | (87 | ) | ||||||||
Operating expenses (Non-GAAP) | $ | 27,853 | $ | 27,534 | $ | 114,978 | $ | 103,637 |
Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
2016 | 2015 | 2016 | 2015 | |||||||||||||
Loss from operations (GAAP) | $ | (17,697 | ) | $ | (13,692 | ) | $ | (73,190 | ) | $ | (50,155 | ) | ||||
Gain on escrow settlement | — | — | — | (3,986 | ) | |||||||||||
Stock-based compensation expense | 2,825 | 3,980 | 13,858 | 16,830 | ||||||||||||
Amortization of developed technology (a) | 2,800 | 2,800 | 11,200 | 11,200 | ||||||||||||
Depreciation and amortization (e) | 1,637 | 769 | 6,262 | 4,328 | ||||||||||||
Loss (gain) on disposal of property and equipment (e) | 75 | (6 | ) | 87 | 87 | |||||||||||
Loss from operations (Non-GAAP) | $ | (10,360 | ) | $ | (6,149 | ) | $ | (41,783 | ) | $ | (21,696 | ) |