nstg-20200810
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): August 10, 2020  
_______________________________ 
NanoString Technologies, Inc.
(Exact name of registrant as specified in its charter)
  ________________________________
Delaware001-3598020-0094687
(State or other jurisdiction
of incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

530 Fairview Avenue North
Seattle, Washington 98109
(Address of principal executive offices, including zip code)

(206) 378-6266
(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))
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, $0.0001 par value per shareNSTGThe NASDAQ Stock Market LLC
(The NASDAQ Global 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 August 10, 2020, NanoString Technologies, Inc. (the “Company”) issued a press release reporting its financial results for the second quarter of 2020. A copy of the press release is furnished herewith as Exhibit 99.1.     
        
Item 7.01 Regulation FD Disclosure.
        On August 10, 2020, the Company posted supplemental financial information on its investor relations website (http://investors.nanostring.com/investor-relations).
        The Company announces material information to the public through a variety of means, including filings with the Securities and Exchange Commission, press releases, public conference calls, the Company’s website (www.nanostring.com), its investor relations website (investors.nanostring.com), and its news site (investors.nanostring.com/press-releases). The Company uses these channels, as well as social media, including its Twitter account (@nanostringtech), LinkedIn account (www.linkedin.com/company/nanostring-technologies), and Facebook page (www.facebook.com/NanoStringTechnologies), to communicate with investors and the public about the Company, its products, and other matters. Therefore, the Company encourages investors, the media, and others interested in the Company to review the information it makes public in these locations, as such information could be deemed to be material information.

Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No.Description
99.1

        The information furnished in this Current Report under Items 2.02 and 7.01 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.


SIGNATURES
        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.
 
NanoString Technologies, Inc.
Date:August 10, 2020By:/s/ R. Bradley Gray
 R. Bradley Gray
 President and Chief Executive Officer





Document

Exhibit 99.1

NanoString Technologies Releases Operating Results for Second Quarter of 2020
SEATTLE - August 10, 2020 - NanoString Technologies, Inc. (NASDAQ:NSTG), a leading provider of life science tools for discovery and translational research, today reported financial results for the second quarter of 2020.
Second Quarter Financial Highlights
Product and service revenue of $21.1 million, 5% year-over-year decline. On a pro forma basis, reflecting the impact of the Veracyte transaction on revenue recorded for Prosigna® IVD kits, product and service revenue increased by 2%
Instrument revenue of $9.8 million, including $6.3 million of GeoMx® Digital Spatial Profiler (DSP) instrument revenue, 98% year-over-year growth
Consumables revenue of $8.4 million, 42% year-over-year decline. Pro forma decline was 34%
Service revenue of $3.0 million, 2% year-over-year decline
We extended our spatial genomics market leadership in the second quarter, generating orders for 20 new GeoMx DSP systems. We recently enabled GeoMx DSP with read-out on next generation sequencers, which significantly expands our market opportunity in the large discovery research community,said Brad Gray, President and CEO of NanoString. In addition, despite COVID-19 headwinds we had better than expected nCounter instrument placements and consumable pull-through in the second quarter.
GeoMx DSP Platform
GeoMx Orders: Received orders for 20 GeoMx® DSP instruments in the second quarter, bringing cumulative orders received to more than 125 instruments since launch
GeoMx Shipments and Installs: Shipped 24 and installed 11 GeoMx® DSP instruments in the second quarter, bringing cumulative shipments to 93 and cumulative installs to 69 instruments since launch
Launch of Next Generation Sequencing (NGS) Read-out and Cancer Transcriptome Atlas (CTA): Announced the launch of GeoMx DSP compatibility with Illumina's next generation sequencers, as well as the commercial availability of the CTA, the first in a portfolio of GeoMx DSP products that will utilize NGS read-out
NGS Read-Out Collaboration with Illumina: Announced collaboration with Illumina to co-develop software solutions for GeoMx DSP data readout using NGS technology to be processed using Illumina’s powerful DRAGEN Bio-IT platform, providing a compute engine for rapid, turnkey spatial biology
Expanded Bio-Techne/Advanced Cell Diagnostics (ACD) Partnership: Announced an expanded menu of RNAscope probes that are validated for off-the-shelf use with NGS read-out of GeoMx to enable seamless selection of molecularly guided regions-of-interest
Publications: Sharp acceleration of peer-reviewed publications utilizing GeoMx DSP technology, with 6 new publications in the second quarter, bringing the cumulative total to 23 peer-reviewed publications. A majority of the publications highlight the use of spatial biology, demonstrating our continued and growing leadership in the translational and discovery research markets
COVID-19 Research Assays: Announced a new GeoMx® COVID-19 Immune Response Atlas to offer novel insights into the pathology of the SARS-CoV-2 virus
nCounter Platform
nCounter Installed Base: Grew installed base to approximately 890 nCounter® Analysis Systems at June 30, 2020, as compared to approximately 790 systems at June 30, 2019
nCounter Publications: Surpassed 3,500 cumulative peer-reviewed publications utilizing nCounter technology
nCounter Software: Announced collaboration with OnRamp Bioinformatics, a provider of cloud-based genomic analysis tools, for the development of new analysis tools for data generated on nCounter® Analysis Systems
Financial
Balance Sheet Position: Concluded the quarter with approximately $250 million in cash, cash equivalents and short-term investments

Second Quarter Financial Results
The Company has elected to present selected non-GAAP, or adjusted, financial measures, including Adjusted EBITDA. These adjusted financial measures are calculated excluding certain items that may make it more challenging to compare the Company’s GAAP operating results across periods. Such items may include collaboration revenue, stock-based compensation, depreciation and amortization, or one-time charges such as transaction related fees and expenses or restructuring charges and severance costs. A reconciliation of adjusted financial measures to the nearest comparable GAAP financial measure can be found in the notes and table at the end of this press release.
(dollars in thousands)Three Months Ended June 30,
GAAPNon-GAAP Adjusted
2020201920202019
Product and service revenue$21,144  $22,370  $21,144  $22,370  
Collaboration revenue1,460  7,975  —  —  
Total revenue22,604  30,345  21,144  22,370  
Cost of product and service revenue10,712  9,605  10,082  9,065  
Research and development15,739  17,029  13,663  14,989  
Selling, general and administrative19,912  22,499  17,066  18,804  
Adjusted EBITDAN / AN / A$(19,667) $(20,488) 
Non-operating expense, net(3,374) (1,249) (3,374) (1,249) 
Net loss$(27,133) $(20,037) $(23,041) $(21,737) 
Six Months Ended June 30,
GAAPNon-GAAP Adjusted
2020201920202019
Product and service revenue$45,640  $43,720  $45,640  $43,720  
Collaboration revenue3,569  14,313  —  —  
Total revenue49,209  58,033  45,640  43,720  
Cost of product and service revenue21,729  18,314  20,670  17,306  
Research and development33,241  33,056  28,502  29,439  
Selling, general and administrative45,633  45,935  39,534  40,225  
Adjusted EBITDAN / AN / A$(43,066) $(43,250) 
Non-operating expense, net(14,363) (2,663) (14,363) (2,663) 
Net loss$(65,757) $(41,935) $(57,429) $(45,913) 
Fiscal Year 2020
On April 6, 2020, as a result of ongoing disruption relating to the COVID-19 pandemic and uncertainty as to the timing with which we expect customer order activity to normalize, the Company announced it was withdrawing its financial guidance for fiscal year 2020. As of the date of this release, management cannot predict the extent or the duration of the impact of the COVID-19 outbreak on the Company's full year operating results.

Supplemental Information
As a supplement to the table above, the Company has posted to the investor relations section of the Company’s website, at www.nanostring.com, supplemental financial data that includes our adjusted financial measures as compared to the nearest comparable GAAP financial measures, for the second quarter of 2020 and for each quarter of and the full year of 2019.
Conference Call
Management will host a conference call today beginning at 1:30 pm PT / 4:30 pm ET to discuss these results and answer questions. Individuals interested in listening to the conference call may do so by dialing (866) 211-0364 for domestic callers, or (647) 689-6861 for international callers. Please reference Conference ID 2329249. To listen to a live webcast, please visit the investor relations section of the Company’s website at www.nanostring.com. A replay of the call will be available beginning August 10, 2020 at 7:30pm ET through midnight ET on August 17, 2020. To access the replay, dial (800) 585-8367 or (416) 621-4642 and reference Conference ID: 2329249. The webcast will also be available on the Company’s website for one year following the completion of the call.
Non-GAAP, or Adjusted, Financial Information
The Company believes that the presentation of non-GAAP, or adjusted, financial information provides important supplemental information to management and investors regarding financial and business trends relating to the Company’s financial condition and results of operations. Reconciliation of adjusted financial measures to the most directly comparable financial result as determined in accordance with GAAP are included at the end of this press release following the accompanying financial data. 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. For further information regarding why the Company believes that these adjusted measures provide useful information to investors, the specific manner in which management uses these measures, and some of the limitations associated with the use of these measures, please refer to “Notes Regarding Non-GAAP Financial Information” at the end of this press release.
Pro Forma Financial Information
As used in this press release, “pro forma growth” and "pro forma decline" percentages are calculated by comparing the applicable period-over-period financial results to reflect the impact of the Veracyte transaction as if such transaction had occurred on January 1, 2019, the beginning of the earliest period presented. Further disclosure regarding the terms and pro forma impact of the Veracyte transaction can be obtained in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 4, 2019.
About NanoString Technologies, Inc.
NanoString Technologies is a leading provider of life science tools for discovery and translational research. The Company’s nCounter® Analysis System has been cited in more than 3,500 peer-reviewed publications. The nCounter Analysis System offers a cost-effective way to easily profile the expression of hundreds of genes, proteins, miRNAs, or copy number variations, simultaneously with high sensitivity and precision, facilitating a wide variety of basic research and translational medicine applications, including biomarker discovery and validation. The Company’s GeoMx® Digital Spatial Profiler enables highly-multiplexed spatial profiling of RNA and protein targets in a variety of sample types. For more information, please visit www.nanostring.com.
Forward-Looking Statements
This news release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934 and the Private Securities Litigation Reform Act of 1995. These forward-looking statements include statements regarding expectations for demand for our products and growth in our business, the impact of the COVID-19 pandemic and slowing global research activity on our operations and future financial performance, the impact of new products and expansion into new markets, the growth trajectory of our nCounter and GeoMx franchises, and the anticipated launch of new products and technology. Such statements are based on current assumptions that involve risks and uncertainties that could cause actual outcomes and results to differ materially. These risks and uncertainties, many of which are beyond our control, include market acceptance of our products; delays or denials of regulatory approvals or clearances for
products or applications; the extent and duration of the impact of the COVID-19 pandemic and adverse conditions in the general domestic and global economic markets, the impact of competition; the impact of expanded sales, marketing, product development and clinical activities on operating expenses; delays or other unforeseen problems with respect to manufacturing and product development; as well as the other risks set forth in our filings with the Securities and Exchange Commission. These forward-looking statements speak only as of the date hereof. NanoString Technologies disclaims any obligation to update these forward-looking statements.
The NanoString logo, NanoString, NanoString Technologies, GeoMx, and nCounter are trademarks or registered trademarks of NanoString Technologies, Inc., in the United States and/or other countries.

Contact 
Doug Farrell
Vice President, Investor Relations & Corporate Communications
dfarrell@nanostring.com
Phone: 206-602-1768



NANOSTRING TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended
June 30,
Six Months Ended June 30,
 2020201920202019
Revenue:
Instruments$9,800  $4,940  $19,634  $9,258  
Consumables8,369  14,388  19,869  28,848  
Services2,975  3,042  6,137  5,614  
Total product and service revenue21,144  22,370  45,640  43,720  
Collaboration1,460  7,975  3,569  14,313  
Total revenue22,604  30,345  49,209  58,033  
Costs and expenses:
Cost of product and service revenue10,712  9,605  21,729  18,314  
Research and development15,739  17,029  33,241  33,056  
Selling, general and administrative19,912  22,499  45,633  45,935  
Total costs and expenses (a) (b)46,363  49,133  100,603  97,305  
Loss from operations(23,759) (18,788) (51,394) (39,272) 
Other income (expense):
Interest income479  828  1,183  1,351  
Interest expense(4,116) (1,889) (6,999) (3,637) 
Other income (expense), net332  (120) (1,275) (230) 
Loss on extinguishment of debt and termination of revolving loan facility—  —  (7,143) —  
Total other expense, net(3,305) (1,181) (14,234) (2,516) 
Net loss before provision for income taxes(27,064) (19,969) (65,628) (41,788) 
Provision for income taxes(69) (68) (129) (147) 
Net loss$(27,133) $(20,037) $(65,757) $(41,935) 
Net loss per share, basic and diluted$(0.72) $(0.57) $(1.76) $(1.26) 
Shares used in calculating basic and diluted net loss per share37,785  35,174  37,392  33,382  
(a) Includes $3.8 million and $5.1 million of stock-based compensation expense for the three months ended June 30, 2020 and 2019, respectively, and $8.1 million and $8.0 million for the six months ended June 30, 2020 and 2019, respectively.
(b) Includes $1.6 million and $1.2 million of depreciation and amortization expense for the three months ended June 30, 2020 and 2019, respectively, and $2.8 million and $2.4 million for the six months ended June 30, 2020 and 2019, respectively.
NANOSTRING TECHNOLOGIES, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
June 30,December 31,
20202019
Assets
Current assets:
Cash and cash equivalents$168,443  $29,033  
Short-term investments80,266  127,822  
Accounts receivable, net22,016  27,153  
Inventory, net25,988  19,781  
Prepaid expenses and other3,198  8,818  
Total current assets299,911  212,607  
Property and equipment, net20,837  20,184  
Operating lease right-of-use assets23,511  24,648  
Other assets2,243  2,315  
Total assets$346,502  $259,754  
Liabilities and Stockholders’ Equity
Current liabilities:
Accounts payable$5,205  $10,282  
Accrued liabilities5,012  4,973  
Accrued compensation and other employee benefits12,546  15,579  
Customer deposits3,289  6,389  
Deferred revenue, current portion5,008  3,997  
Operating lease liabilities, current portion4,319  3,766  
Total current liabilities35,379  44,986  
Deferred revenue, net of current portion1,040  976  
Other long-term liabilities—  322  
Long-term debt, net167,308  79,951  
Operating lease liabilities, net of current portion28,087  29,368  
Total liabilities231,814  155,603  
Total stockholders’ equity114,688  104,151  
Total liabilities and stockholders’ equity$346,502  $259,754  



Notes Regarding Non-GAAP Financial Information. In addition to our results reported in accordance with U.S. generally accepted accounting principles (“GAAP”), we believe certain non-GAAP, or adjusted, measures are useful in evaluating our operating performance. We use adjusted financial measures to evaluate our ongoing operations and for internal planning and forecasting purposes. We believe that adjusted financial measures, when taken collectively, may be helpful to investors because it provides consistency and comparability with past financial performance. However, adjusted financial information has limitations as an analytical tool and should not be considered in isolation or as a substitute for financial information presented in accordance with U.S. GAAP. In particular, other companies, including companies in our industry, may calculate similarly titled non-GAAP or adjusted measures differently or may use other measures to evaluate their performance, all of which could reduce the usefulness of our adjusted financial measures as tools for comparison. Reconciliation is provided below for adjusted financial measures to the most directly comparable financial measure stated in accordance with U.S. GAAP. Investors are cautioned that there are a number of limitations associated with the use of non-GAAP, or adjusted, financial measures as analytical tools. Investors are encouraged to review the related U.S. GAAP financial measures and the reconciliation of these adjusted financial measures to their most directly comparable U.S. GAAP financial measure, and not to rely on any single financial measure to evaluate our business.
Expenses excluded from non-GAAP, or adjusted, cost of product and service revenue, selling, general and administrative expense and research and development expense. We exclude stock-based compensation expense and depreciation and amortization expense, which are non-cash expenses, from certain of our adjusted financial measures because we believe that excluding such items provides meaningful supplemental information regarding operational performance. We exclude reorganization and restructuring costs and certain expenses related to collaborations from certain of our adjusted financial measures because such expenses have no direct correlation to the continuing operation of our business as such expenses are non-recurring or non-operating in nature, and therefore we believe excluding these items provides meaningful supplemental information regarding operational performance.
Adjusted EBITDA. Adjusted EBITDA is a non-GAAP financial measure defined as GAAP net loss adjusted for collaboration revenue, stock-based compensation expense, depreciation and amortization, net interest expense, other non-operating expense or income, provision for income taxes and other special items as determined by management, including loss on extinguishment of debt, reorganization and restructuring costs, certain expenses related to collaborations, and transaction fees and expenses.




Reconciliation of Adjusted EBITDA ($ in thousands)
Three Months Ended June 30,
20202019
Net loss - GAAP$(27,133) $(20,037) 
Collaboration revenue(1,460) (7,975) 
Stock-based compensation1
3,791  5,075  
Depreciation and amortization2
1,601  1,200  
Interest expense, net3,637  1,061  
Other income (expense), net(332) 120  
Provision for income taxes69  68  
Certain collaboration agreement expenses4
160  —  
Adjusted EBITDA - non-GAAP$(19,667) $(20,488) 
Six Months Ended June 30,
20202019
Net loss - GAAP$(65,757) $(41,935) 
Collaboration revenue(3,569) (14,313) 
Stock-based compensation1
8,094  7,958  
Depreciation and amortization2
2,814  2,377  
Interest expense, net5,816  2,286  
Other income (expense), net1,275  230  
Loss on extinguishment of debt and termination of revolving loan facility7,143  —  
Provision for income taxes129  147  
Reorganization and restructuring charges3
629  —  
Certain collaboration agreement expenses4
360  —  
Adjusted EBITDA - non-GAAP$(43,066) $(43,250) 
1 For the three months ended June 30, 2020, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included stock-based compensation expense of $0.3 million, $1.0 million and $2.6 million, respectively. For the three months ended June 30, 2019, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included stock-based compensation expense of $0.2 million, $1.3 million and $3.6 million, respectively. For the six months ended June 30, 2020, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included stock-based compensation expense of $0.5 million, $1.9 million and $5.7 million, respectively. For the six months ended June 30, 2019, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included stock-based compensation expense of $0.4 million, $2.2 million and $5.3 million, respectively.



2 For the three months ended June 30, 2020, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included depreciation and amortization expense of $0.3 million, $1.0 million and $0.3 million, respectively. For the three months ended June 30, 2019, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included depreciation and amortization expense of $0.3 million, $0.8 million and $0.1 million, respectively. For the six months ended June 30, 2020, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included depreciation and amortization expense of $0.5 million, $1.9 million and $0.4 million, respectively. For the six months ended June 30, 2019, our cost of product and service revenue, research and development expenses and selling, general and administrative expenses included depreciation and amortization expense of $0.6 million, $1.4 million and $0.4 million, respectively.
3 For the six months ended June 30, 2020, our research and development expenses included reorganization and restructuring charges of $0.6 million.
4 For the three months ended June 30, 2020, our research and development expenses included expenses related to certain of our collaboration agreements of $0.2 million. For the six months ended June 30, 2020, our research and development expenses included expenses related to certain of our collaboration agreements of $0.4 million.

v3.20.2
Cover Page Document
6 Months Ended
Aug. 10, 2020
Jun. 30, 2020
Cover [Abstract]    
Document Type 8-K  
Document Period End Date Aug. 10, 2020  
Entity Registrant Name NanoString Technologies, Inc.  
Entity Incorporation, State or Country Code DE  
Entity File Number 001-35980  
Entity Tax Identification Number 20-0094687  
Entity Address, Address Line One 530 Fairview Avenue North  
Entity Address, City or Town Seattle  
Entity Address, State or Province WA  
Entity Address, Postal Zip Code 98109  
City Area Code 206  
Local Phone Number 378-6266  
Written Communications false  
Soliciting Material false  
Pre-commencement Tender Offer false  
Pre-commencement Issuer Tender Offer false  
Title of 12(b) Security Common Stock, $0.0001 par value per share  
Trading Symbol NSTG  
Security Exchange Name NASDAQ  
Entity Emerging Growth Company false  
Amendment Flag   false
Entity Central Index Key   0001401708