8-K
STANDARD BIOTOOLS INC. (LAB)
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): July 31, 2024
Standard BioTools Inc.
(Exact name of registrant as specified in its charter)
| Delaware<br><br>(State or other jurisdiction of<br><br>incorporation or organization) | 001-34180<br><br>(Commission File Number) | 77-0513190<br><br>(I.R.S. Employer Identification Number) |
|---|---|---|
| 2 Tower Place, Suite 2000<br><br>South San Francisco, California 94080 | ||
| (Address of principal executive offices and zip code) | ||
| (650) 266-6000 | ||
| (Registrant's telephone number, including area code) |
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 class | Trading Symbol | Name of each exchange on which registered |
| Common stock, $0.001 par value per share | LAB | Nasdaq Global Select Market |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.
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 July 31, 2024, Standard BioTools Inc. issued a press release which included information with respect to certain financial results for the three and six months ended June 30, 2024. The press release is attached hereto as Exhibit 99.1.
The information set forth in the press release, except for the information set forth under the heading “Updated FY 2024 Revenue Outlook” and under the heading “About Standard BioTools Inc.,” together with the forward-looking statement disclaimer, is incorporated by reference into this Item 2.02 of this Current Report on Form 8-K.
Item 7.01. Regulation FD Disclosure.
The information set forth under the heading “Updated FY 2024 Revenue Outlook” and under the heading “About Standard BioTools Inc.,” together with the forward-looking statement disclaimer, is incorporated by reference into this Item 7.01 of this Current Report on Form 8-K.
Item 9.01 - Financial Statements and Exhibits
(d) Exhibits
| Exhibit No. | Description |
|---|---|
| 99.1 | Press release issued by Standard BioTools Inc., dated July 31, 2024 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
The information in Item 2.02 and Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities of that Section and shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, or the Exchange Act, except as otherwise expressly stated in such filing.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| Date: | July 31, 2024 |
|---|---|
| STANDARD BIOTOOLS INC. | |
| By: | /s/ Jeffrey Black |
| Name: | Jeffrey Black |
| Title: | Chief Financial Officer |
EX-99.1
Exhibit 99.1
Standard BioTools Reports Second Quarter 2024 Financial Results
Delivered revenue of $37.2 million
Accelerated merger synergies with $80 million expected to be operationalized in 2024
Revised FY2024 revenue guidance; on-track to achieve anticipated break-even adjusted EBITDA for full-year 2026
Current balance sheet of $396 million cash, cash equivalents, restricted cash and short-term investments
SOUTH SAN FRANCISCO, Calif., July 31, 2024 -- Standard BioTools Inc. (“Standard BioTools” or the “Company”) (NASDAQ: LAB) today announced unaudited interim financial results for the second quarter and six months ended June 30, 2024.
“We are laser-focused on optimizing our cost structure, already seeing early integration synergy realization in the second quarter of 2024, and accelerating our $80 million cost reduction target, which we expect to be operationalized by the end of 2024 – a year ahead of plan,” said Michael Egholm, PhD, President and Chief Executive Officer of Standard BioTools. “We remain on-track to hit our adjusted EBITDA break-even target for the full year 2026, and are well-capitalized with nearly $400 million in cash to execute on our strategic vision.”
Egholm continued, “Strong operational execution was offset by weaker-than-anticipated second quarter revenues. SomaScan services experienced service contract delays and instrument sales were impacted by the lingering constrained capital purchase environment. We are confident the business issues we experienced are transitory, as we believe the challenge of running a concentrated services business will moderate as Standard BioTools Business System is more fully deployed.”
“It is early days for the Standard BioTools strategy and vision as we bring improved operational discipline to a diversified set of product solutions. Our potential M&A pipeline remains robust and we are all fully committed to delivering long-term sustainable growth and value for our shareholders," added Egholm.
2024 Selected Unaudited Interim Financial Results
| As Reported | ||||||
|---|---|---|---|---|---|---|
| Quarter Ended | Six Months Ended | |||||
| (Unaudited, in millions, except percentages) | June 30, 2024 | June 30, 2024 | ||||
| Revenue | $ | 37.2 | $ | 82.7 | ||
| Gross margin | 40.1 | % | 47.2 | % | ||
| Non-GAAP gross margin | 45.0 | % | 51.1 | % | ||
| Operating expenses | $ | 65.4 | $ | 149.8 | ||
| Non-GAAP operating expenses | $ | 47.8 | $ | 97.1 | ||
| Operating loss | $ | (50.5 | ) | $ | (110.7 | ) |
| Net loss | $ | (45.7 | ) | $ | (77.9 | ) |
| Adjusted EBITDA | $ | (31.0 | ) | $ | (54.8 | ) |
| Cash, cash equivalents, restricted cash,<br> and short-term investments | $ | 396.0 |
Revenue was $37 million in the second quarter, up 34% year-over-year, and $83 million for the first half of 2024, up 57%, reflecting the impact of SomaScan assay services, kits and related revenue in 2024.
Cash, cash equivalents, restricted cash and short-term investments at June 30, 2024 were $396 million, reflecting payment in the second quarter of $38 million of expenses related to the merger (the “Merger”) with SomaLogic, Inc. (“SomaLogic”) and the completed repurchases of the Company’s common stock in the second quarter.
Selected Pro Forma Combined Unaudited Interim Financial Results
The selected 2024 unaudited pro forma financial information combines the Company's financial results for the three- and six- month periods ended June 30, 2024 and the historical results of SomaLogic for the five-day period ended on January 5, 2024, the closing date of the Merger. The selected unaudited pro forma financial information for 2023 combines the historical results of the Company and SomaLogic for their respective three- and six- month periods ended June 30, 2023. See “Unaudited Pro Forma Results” below for discussion of the pro forma financial information.
| Pro Forma Combined | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Quarter Ended | Quarter Ended | Six Months Ended | Six Months Ended | |||||||||
| (Unaudited, in millions, except percentages) | June 30, 2024 | June 30, 2023 | June 30, 2024 | June 30, 2023 | ||||||||
| Revenue | $ | 37.2 | $ | 48.1 | $ | 83.4 | $ | 93.6 | ||||
| Gross margin | 40.1 | % | 44.6 | % | 45.2 | % | 44.6 | % | ||||
| Non-GAAP gross margin | 45.0 | % | 53.4 | % | 51.2 | % | 52.5 | % | ||||
| Operating expenses | $ | 65.4 | $ | 67.8 | $ | 153.2 | $ | 147.3 | ||||
| Non-GAAP operating expenses | $ | 47.8 | $ | 58.9 | $ | 90.3 | $ | 123.0 | ||||
| Operating loss | $ | (50.5 | ) | $ | (46.3 | ) | $ | (115.5 | ) | $ | (105.5 | ) |
| Net loss | $ | (45.7 | ) | $ | (39.6 | ) | $ | (107.7 | ) | $ | (67.8 | ) |
| Adjusted EBITDA | $ | (31.0 | ) | $ | (32.6 | ) | $ | (47.4 | ) | $ | (71.2 | ) |
Revenue of $37 million in the second quarter was down 23% year-over-year; and first half 2024 revenue of $83 million was down 11% year-over-year, primarily reflecting timing of large customer projects and continuing macroeconomic headwinds.
Product revenue of $22 million in the second quarter was down 10% year-over-year; and first half 2024 revenue of $46 million was up 6% year-over-year. The Company saw expansion in authorized sites and related pull-through, offset by a decline in instruments and consumables.
Service revenue of $14 million in the second quarter was down 37% year-over-year, and first half 2024 revenue of $36 million was down 25% year-over-year. The biggest driver of the year-over-year declines was the SomaScan assay services business, where lower-then-expected revenue results were driven primarily by timing of large projects from top customers, largely in Europe.
Gross margins in the second quarter of 2024 were approximately 40%, versus 45% in the second quarter of 2023; and non-GAAP gross margins in the second quarter of 2024 were approximately 45%, versus 53% in the second quarter of 2023. Gross margins in the first half of the year were approximately 45% in both 2024 and 2023; and non-GAAP gross margins were approximately 51% in the first half of 2024 and 53% for the same period in 2023. Gross margins and non-GAAP gross margins in 2024 were impacted by volume declines in assay services and instrument replacement costs in the second quarter.
Operating expenses in the second quarter of 2024 decreased $2 million, or 3%, compared to the second quarter of 2023, to $65 million, and non-GAAP operating expenses, which exclude Merger-related costs, stock-based compensation, and restructuring charges, declined $11 million, or 19%, compared to the second quarter of 2023, to $48 million. For the first half of 2024, operating expenses increased by $6 million, or 4%, compared
to the first half of 2023, to $153 million, while non-GAAP operating expenses decreased by $33 million, or 27%, compared to the same period in 2023,to $90 million.
Net loss for the second quarter of 2024 increased by $6 million, or 16%, compared to the second quarter of 2023, to a loss of $46 million, while adjusted EBITDA improved nearly $2 million, or 5%, compared to the second quarter of 2023, to a loss of $31 million. Net loss for the first half of 2024 increased by $40 million, or 59%, compared to the first half of 2023, to a loss of $108 million, due in large part to a $25 million bargain purchase gain related to the merger with SomaLogic that is assumed to have occurred in 2023 for purposes of the pro formas, while adjusted EBITDA improved $24 million, or 33%, compared to the first half of 2023, to a loss of $47 million.
Other Financial Highlights
- The Company repurchased approximately 11.3 million shares of common stock during the second quarter of 2024 for an aggregate purchase price of approximately $29 million at an average price of $2.57 per share under the Company’s previously announced common stock repurchase program.
Updated FY 2024 Revenue Outlook
Following its second quarter 2024 results, the Company has revised its full year 2024 revenue guidance to a range of $170 million to $175 million.
Second Quarter 2024 Earnings Conference Call Information
Standard BioTools will host a conference call and webcast on July 31, 2024 at 1:30 p.m. PDT (4:30 p.m. EDT) to discuss second quarter 2024 financial results. Live audio of the webcast will be available online along with an archived version of the webcast under the Events & Presentations page of the Company’s website.
Individuals interested in listening to the conference call may do so by dialing:
US domestic callers: 1-888-346-3970
Outside US callers: 1-412-902-4297
Use of Non-GAAP Financial Information
Standard BioTools has presented certain financial information in accordance with U.S. GAAP and also on a non-GAAP basis. The non-GAAP financial measures included in this press release are non-GAAP gross margin, non-GAAP operating expenses, and adjusted EBITDA. Management uses these non-GAAP financial measures, in addition to GAAP financial measures, as a measure of operating performance because the non-GAAP financial measures do not include the impact of items that management does not consider indicative of the Company’s core operating performance. 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. 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. Standard BioTools encourages investors to carefully consider its results under GAAP, as well as its supplemental non-GAAP information and the reconciliations 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.
Unaudited Pro Forma Results
The unaudited pro forma financial information for six months ended June 30, 2024 combines the Company's financial results for the six months ended June 30, 2024 and the historical results of SomaLogic for the 5-day period ended on the January 5, 2024, the closing date of the Merger. The unaudited pro forma financial information for the three and six months ended June 30, 2023 combines the historical results of the Company and SomaLogic for their respective three- and six-month periods ended June 30, 2023. The pro forma financial information for all periods presented has been adjusted to include certain nonrecurring impacts associated with the Merger, including the bargain purchase gain and transaction costs.
The unaudited pro forma financial information for all periods presented includes the business combination accounting effects resulting from the Merger, mainly including adjustments to reflect additional amortization expense from acquired intangible assets, adjustments to stock-based compensation expense, and additional depreciation expense from the acquired property and equipment. The unaudited pro forma financial information is for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the acquisitions had taken place on January 1, 2023. The results of SomaLogic have been consolidated with the Company's results since the Closing Date.
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 future financial and business performance, including with respect to future revenue, net loss and adjusted EBITDA; operational and strategic plans; deployment of capital; market and growth opportunity and potential; and the potential to realize the expected benefits of the Merger and the Company’s integration of SomaLogic, including the potential for it to drive long-term profitable growth. 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 that the anticipated benefits of the Merger and the integration of SomaLogic, including the potential for it to drive long-term profitable growth, may not be fully realized or may take longer to realize than expected; risks that the Company may not realize expected cost savings from the Merger or its restructuring, including the anticipated decrease in operational expenses, at the levels it expects; possible integration, restructuring and transition-related disruption, including through the loss of customers, suppliers, and employees and adverse impacts on the Company’s development activities and results of operation; integration and restructuring activities, including customer and employee relations, management distraction, and reduced operating performance; risks that internal and external costs required for ongoing and planned activities may be higher than expected, which may cause the Company to use cash more quickly than it expects or change or curtail some of the Company’s plans, or both; risks that the Company’s expectations as to expenses, cash usage, and cash needs may prove not to be correct for other reasons such as changes in plans or actual events being different than our assumptions; changes in the Company’s business or external market conditions; 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, the Company’s 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; continued or sustained budgetary, inflationary, or recessionary pressures; uncertainties in contractual relationships; reductions in research and development spending or changes in budget priorities by customers; uncertainties relating to the Company’s research and development activities, and distribution plans and capabilities; potential product performance and quality issues; risks associated with international operations; intellectual property risks; and competition. For information regarding other related risks, see the “Risk Factors” section of the Company’s annual report on Form 10-K filed with the SEC on March 1, 2024, and in the Company’s other filings with the SEC. These forward-looking statements speak only as of the date hereof. The Company disclaims any obligation to update these forward-looking statements except as may be required by law.
About Standard BioTools Inc.
Standard BioTools Inc. (Nasdaq:LAB), the parent company of SomaLogic Inc. and previously known as Fluidigm Corporation has an established portfolio of essential, standardized next-generation technologies that help biomedical researchers develop medicines faster and better. As a leading solutions provider, the company provides reliable and repeatable insights in health and disease using its proprietary mass cytometry and microfluidics technologies, which help
transform scientific discoveries into better patient outcomes. Standard BioTools works with leading academic, government, pharmaceutical, biotechnology, plant and animal research and clinical laboratories worldwide, focusing on the most pressing needs in translational and clinical research, including oncology, immunology and immunotherapy. Learn more at standardbio.com or connect with us on X, Facebook®, LinkedIn, and YouTube™.
For Research Use Only. Not for use in diagnostic procedures.
Limited Use Label License and other terms may apply: www.standardbio.com/legal/salesterms. Patent and License Information: www.standardbio.com/legal/notices. Trademarks: www.standardbio.com/legal/trademarks. Any other trademarks are the sole property of their respective owners. ©2024 Standard BioTools Inc. (f.k.a. Fluidigm Corporation). All rights reserved.
Investor Contact
David Holmes Gilmartin Group LLC ir@standardbio.com
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share amounts)
(Unaudited)
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 2024 | 2023 | 2024 | 2023 | |||||||||
| Revenue: | ||||||||||||
| Product revenue | $ | 22,163 | $ | 21,665 | $ | 45,755 | $ | 39,103 | ||||
| Services revenue | 14,053 | 5,821 | 35,080 | 12,702 | ||||||||
| Collaboration and other revenue | 989 | 180 | 1,910 | 980 | ||||||||
| Total revenue | 37,205 | 27,666 | 82,745 | 52,785 | ||||||||
| Cost of revenue: | ||||||||||||
| Cost of product revenue | 12,202 | 11,883 | 24,983 | 21,873 | ||||||||
| Cost of services revenue | 10,070 | 2,181 | 18,579 | 4,973 | ||||||||
| Cost of collaboration and other revenue | 25 | — | 87 | 56 | ||||||||
| Total cost of revenue | 22,297 | 14,064 | 43,649 | 26,902 | ||||||||
| Gross profit | 14,908 | 13,602 | 39,096 | 25,883 | ||||||||
| Operating expenses: | ||||||||||||
| Research and development | 19,222 | 6,184 | 35,202 | 12,613 | ||||||||
| Selling, general and administrative | 37,674 | 22,600 | 84,617 | 43,895 | ||||||||
| Restructuring and related charges | 5,749 | 2,267 | 10,033 | 3,417 | ||||||||
| Transaction and integration expenses | 2,782 | — | 19,945 | — | ||||||||
| Total operating expenses | 65,427 | 31,051 | 149,797 | 59,925 | ||||||||
| Loss from operations | (50,519 | ) | (17,449 | ) | (110,701 | ) | (34,042 | ) | ||||
| Bargain purchase gain | — | — | 25,213 | — | ||||||||
| Interest income, net | 4,444 | 244 | 9,618 | 316 | ||||||||
| Other income (expense), net | 412 | 466 | (1,822 | ) | 407 | |||||||
| Loss before income taxes | (45,663 | ) | (16,739 | ) | (77,692 | ) | (33,319 | ) | ||||
| Income tax benefit (expense) | (55 | ) | (301 | ) | (183 | ) | (564 | ) | ||||
| Net loss | $ | (45,718 | ) | $ | (17,040 | ) | $ | (77,875 | ) | $ | (33,883 | ) |
| Induced conversion of redeemable preferred stock | — | — | (46,014 | ) | — | |||||||
| Net loss attributable to common stockholders | $ | (45,718 | ) | $ | (17,040 | ) | $ | (123,889 | ) | $ | (33,883 | ) |
| Net loss per share attributable to common stockholders, basic and diluted | $ | (0.12 | ) | $ | (0.22 | ) | $ | (0.37 | ) | $ | (0.43 | ) |
| Shares used in computing net loss per share attributable to common stockholders, basic and diluted | 372,331 | 78,669 | 333,228 | 78,873 |
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
(Unaudited)
| June 30,<br>2024 | December 31, 2023 | ||||
|---|---|---|---|---|---|
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | $ | 269,811 | $ | 51,704 | |
| Short-term investments | 124,902 | 63,191 | |||
| Accounts receivable, net | 32,441 | 19,660 | |||
| Inventory | 42,618 | 20,533 | |||
| Prepaid expenses and other current assets | 10,257 | 3,127 | |||
| Total current assets | 480,029 | 158,215 | |||
| Inventory, non-current | 16,252 | — | |||
| Royalty receivable, non-current | 3,738 | — | |||
| Property and equipment, net | 42,569 | 24,187 | |||
| Operating lease right-of-use asset, net | 31,531 | 30,663 | |||
| Other non-current assets | 4,282 | 2,285 | |||
| Acquired intangible assets, net | 24,078 | 1,400 | |||
| Goodwill | 106,253 | 106,317 | |||
| Total assets | $ | 708,732 | $ | 323,067 | |
| LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ EQUITY (DEFICIT) | |||||
| Current liabilities: | |||||
| Accounts payable | $ | 12,570 | $ | 9,236 | |
| Accrued liabilities | 31,929 | 21,019 | |||
| Operating lease liabilities, current | 5,851 | 4,323 | |||
| Deferred revenue, current | 15,113 | 11,607 | |||
| Deferred grant income, current | 3,562 | 3,612 | |||
| Term loan, current | — | 5,000 | |||
| Convertible notes, current | 54,783 | 54,530 | |||
| Total current liabilities | 123,808 | 109,327 | |||
| Convertible notes, non-current | 299 | 569 | |||
| Term loan, non-current | — | 3,414 | |||
| Deferred tax liability | 841 | 841 | |||
| Operating lease liabilities, non-current | 29,617 | 30,374 | |||
| Deferred revenue, non-current | 33,395 | 3,520 | |||
| Deferred grant income, non-current | 8,995 | 10,755 | |||
| Other non-current liabilities | 1,516 | 1,065 | |||
| Total liabilities | 198,471 | 159,865 | |||
| Mezzanine equity: | |||||
| Redeemable preferred stock | — | 311,253 | |||
| Total stockholders’ equity (deficit) | 510,261 | (148,051 | ) | ||
| Total liabilities, mezzanine equity and stockholders’ equity (deficit) | $ | 708,732 | $ | 323,067 |
STANDARD BIOTOOLS INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands)
(Unaudited)
| Six Months Ended June 30, | ||||||
|---|---|---|---|---|---|---|
| 2024 | 2023 | |||||
| Operating activities | ||||||
| Net loss | $ | (77,875 | ) | $ | (33,883 | ) |
| Bargain purchase gain | (25,213 | ) | — | |||
| Stock-based compensation expense | 18,341 | 6,262 | ||||
| Amortization of acquired intangible assets | 2,822 | 5,600 | ||||
| Depreciation and amortization | 6,228 | 1,688 | ||||
| Accretion of discount on short-term investments, net | (4,544 | ) | (151 | ) | ||
| Non-cash lease expense | 2,949 | 1,902 | ||||
| Provision for excess and obsolete inventory | 1,874 | 572 | ||||
| Change in fair value of warrants | (453 | ) | — | |||
| Other non-cash items | 868 | 327 | ||||
| Changes in assets and liabilities, net | (26,523 | ) | (131 | ) | ||
| Net cash used in operating activities | (101,526 | ) | (17,814 | ) | ||
| Investing activities | ||||||
| Cash and restricted cash acquired in merger | 280,033 | — | ||||
| Purchases of short-term investments | (147,984 | ) | (6,836 | ) | ||
| Proceeds from sales and maturities of investments | 239,000 | 91,964 | ||||
| Purchases of property and equipment | (2,718 | ) | (1,848 | ) | ||
| Net cash provided by investing activities | 368,331 | 83,280 | ||||
| Financing activities | ||||||
| Repayment of term loan and convertible notes | (8,192 | ) | — | |||
| Payment of term loan fee | (545 | ) | — | |||
| Repurchase of common stock | (40,490 | ) | (4,841 | ) | ||
| Proceeds from ESPP stock issuance | 425 | 326 | ||||
| Payments for taxes related to net share settlement of equity awards and other | (344 | ) | (127 | ) | ||
| Proceeds from exercise of stock options | 1,052 | — | ||||
| Net cash used in financing activities | (48,094 | ) | (4,642 | ) | ||
| Effect of foreign exchange rate fluctuations on cash and cash equivalents | (110 | ) | (49 | ) | ||
| Net increase in cash, cash equivalents and restricted cash | 218,601 | 60,775 | ||||
| Cash, cash equivalents and restricted cash at beginning of period | 52,499 | 82,324 | ||||
| Cash, cash equivalents and restricted cash at end of period | $ | 271,100 | $ | 143,099 | ||
| Cash, cash equivalents, and restricted cash consists of: | ||||||
| Cash and cash equivalents | $ | 269,811 | $ | 142,304 | ||
| Restricted cash | 1,289 | 795 | ||||
| Total cash, cash equivalents and restricted cash | $ | 271,100 | $ | 143,099 |
STANDARD BIOTOOLS INC.
REVENUE AND NON-GAAP PRO FORMA COMBINED REVENUE
(In thousands)
(Unaudited)
| As Reported | ||||||||
|---|---|---|---|---|---|---|---|---|
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Product revenue: | ||||||||
| Instruments | $ | 7,047 | $ | 11,587 | $ | 11,950 | $ | 17,510 |
| Consumables | 8,847 | 10,078 | 19,258 | 21,593 | ||||
| SomaScan assay kits and related | 6,269 | - | 14,547 | - | ||||
| Total product revenue | 22,163 | 21,665 | 45,755 | 39,103 | ||||
| Service revenue: | ||||||||
| Assay services | 7,680 | - | 22,542 | - | ||||
| Instrument support services | 6,373 | 5,821 | 12,538 | 12,702 | ||||
| Total service revenue | 14,053 | 5,821 | 35,080 | 12,702 | ||||
| Product and service revenue | 36,216 | 27,486 | 80,835 | 51,805 | ||||
| Collaboration and other revenue | 989 | 180 | 1,910 | 980 | ||||
| Total revenue | $ | 37,205 | $ | 27,666 | $ | 82,745 | $ | 52,785 |
| Non-GAAP Pro Forma | ||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended June 30, | Six Months Ended June 30, | |||||||
| 2024 | 2023 | 2024 | 2023 | |||||
| Product revenue: | ||||||||
| Instruments | $ | 7,047 | $ | 11,587 | $ | 11,950 | $ | 17,510 |
| Consumables | 8,847 | 10,078 | 19,258 | 21,593 | ||||
| SomaScan assay kits and related | 6,269 | 2,909 | 14,548 | 4,095 | ||||
| Total product revenue | 22,163 | 24,574 | 45,756 | 43,198 | ||||
| Service revenue: | ||||||||
| Assay services | 7,680 | 16,597 | 23,145 | 35,016 | ||||
| Instrument support services | 6,373 | 5,821 | 12,538 | 12,702 | ||||
| Total service revenue | 14,053 | 22,418 | 35,683 | 47,718 | ||||
| Product and service revenue | 36,216 | 46,992 | 81,439 | 90,916 | ||||
| Collaboration and other revenue | 989 | 1,142 | 1,951 | 2,716 | ||||
| Total revenue | $ | 37,205 | $ | 48,134 | $ | 83,390 | $ | 93,632 |
STANDARD BIOTOOLS INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
ITEMIZED RECONCILIATION OF GAAP TO NON-GAAP GROSS PROFIT AND MARGIN PERCENTAGE
| As Reported | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||||||
| June 30,<br>2024 | June 30,<br>2023 | June 30,<br>2024 | June 30,<br>2023 | |||||||||
| Gross profit | $ | 14,908 | $ | 13,602 | $ | 39,096 | $ | 25,883 | ||||
| Amortization of acquired intangible assets | 555 | 2,800 | 2,511 | 5,600 | ||||||||
| Depreciation and amortization | 967 | 335 | 1,991 | 658 | ||||||||
| Stock-based compensation expense | 294 | 107 | 533 | 460 | ||||||||
| Cost of sales adjustment | — | — | (1,812 | ) | — | |||||||
| Restructuring costs | — | — | — | — | ||||||||
| Non-GAAP gross profit | $ | 16,724 | $ | 16,844 | $ | 42,319 | $ | 32,601 | ||||
| Gross margin percentage | 40.1 | % | 49.2 | % | 47.2 | % | 49.0 | % | ||||
| Amortization of acquired intangible assets | 1.5 | % | 10.1 | % | 3.0 | % | 10.6 | % | ||||
| Depreciation and amortization | 2.6 | % | 1.2 | % | 2.4 | % | 1.2 | % | ||||
| Stock-based compensation expense | 0.8 | % | 0.4 | % | 0.6 | % | 0.9 | % | ||||
| Cost of sales adjustment | 0.0 | % | 0.0 | % | (2.2 | )% | 0.0 | % | ||||
| Non-GAAP gross margin percentage | 45.0 | % | 60.9 | % | 51.1 | % | 61.7 | % | ||||
| Non-GAAP Pro Forma Combined | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Six Months Ended | |||||||||||
| June 30,<br>2024 | June 30,<br>2023 | June 30,<br>2024 | June 30,<br>2023 | |||||||||
| Gross profit | $ | 14,908 | $ | 21,484 | $ | 37,681 | $ | 41,783 | ||||
| Amortization of acquired intangible assets | 555 | 3,355 | 2,511 | 6,711 | ||||||||
| Depreciation and amortization | 967 | 709 | 1,991 | 1,389 | ||||||||
| Stock-based compensation expense | 294 | 157 | 533 | 561 | ||||||||
| Cost of sales adjustment | — | — | — | (1,337 | ) | |||||||
| Restructuring costs | — | — | — | 19 | ||||||||
| Non-GAAP gross profit | $ | 16,724 | $ | 25,705 | $ | 42,716 | $ | 49,126 | ||||
| Gross margin percentage | 40.1 | % | 44.6 | % | 45.2 | % | 44.6 | % | ||||
| Amortization of acquired intangible assets | 1.5 | % | 7.0 | % | 3.0 | % | 7.2 | % | ||||
| Depreciation and amortization | 2.6 | % | 1.5 | % | 2.4 | % | 1.5 | % | ||||
| Stock-based compensation expense | 0.8 | % | 0.3 | % | 0.6 | % | 0.6 | % | ||||
| Cost of sales adjustment | 0.0 | % | 0.0 | % | 0.0 | % | (1.4 | )% | ||||
| Non-GAAP gross margin percentage | 45.0 | % | 53.4 | % | 51.2 | % | 52.5 | % |
STANDARD BIOTOOLS INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
ITEMIZED RECONCILIATION OF GAAP TO NON-GAAP OPERATING EXPENSES
| As Reported | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||||||
| June 30,<br>2024 | June 30,<br>2023 | June 30,<br>2024 | June 30,<br>2023 | |||||||||
| Operating expenses | $ | 65,427 | $ | 31,051 | $ | 149,797 | $ | 59,925 | ||||
| Restructuring and related charges | (5,749 | ) | (2,267 | ) | (10,033 | ) | (3,417 | ) | ||||
| Transaction and integration expenses | (2,782 | ) | - | (19,945 | ) | - | ||||||
| Stock-based compensation expense | (6,436 | ) | (3,007 | ) | (17,808 | ) | (5,802 | ) | ||||
| Amortization of acquired intangible assets | (161 | ) | - | (311 | ) | - | ||||||
| Depreciation and amortization | (2,172 | ) | (491 | ) | (4,237 | ) | (1,030 | ) | ||||
| Gain/loss on disposal of property and equipment | (371 | ) | (73 | ) | (385 | ) | (73 | ) | ||||
| Non-GAAP operating expenses | $ | 47,756 | $ | 25,213 | $ | 97,078 | $ | 49,603 | ||||
| R&D operating expenses | $ | 19,222 | $ | 6,184 | $ | 35,202 | $ | 12,613 | ||||
| Stock-based compensation expense | (2,428 | ) | (366 | ) | (3,756 | ) | (782 | ) | ||||
| Depreciation and amortization | (788 | ) | (131 | ) | (1,659 | ) | (281 | ) | ||||
| Non-GAAP R&D operating expenses | $ | 16,006 | $ | 5,687 | $ | 29,787 | $ | 11,550 | ||||
| SG&A operating expenses | $ | 37,674 | $ | 22,600 | $ | 84,617 | $ | 43,895 | ||||
| Stock-based compensation expense | (4,008 | ) | (2,641 | ) | (14,052 | ) | (5,020 | ) | ||||
| Amortization of acquired intangible assets | (161 | ) | - | (311 | ) | - | ||||||
| Depreciation and amortization | (1,384 | ) | (360 | ) | (2,578 | ) | (749 | ) | ||||
| Gain/loss on disposal of property and equipment | (371 | ) | (73 | ) | (385 | ) | (73 | ) | ||||
| Non-GAAP SG&A operating expenses | $ | 31,750 | $ | 19,526 | $ | 67,291 | $ | 38,053 | ||||
| Non-GAAP Pro Forma Combined | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Six Months Ended | |||||||||||
| June 30,<br>2024 | June 30,<br>2023 | June 30,<br>2024 | June 30,<br>2023 | |||||||||
| Operating expenses | $ | 65,427 | $ | 67,773 | $ | 153,195 | $ | 147,264 | ||||
| Restructuring and related charges | (5,749 | ) | (2,326 | ) | (10,033 | ) | (4,517 | ) | ||||
| Transaction and integration expenses | (2,782 | ) | - | (30,114 | ) | - | ||||||
| Stock-based compensation expense | (6,436 | ) | (4,500 | ) | (17,808 | ) | (15,675 | ) | ||||
| Amortization of acquired intangible assets | (161 | ) | (161 | ) | (311 | ) | (321 | ) | ||||
| Depreciation and amortization | (2,172 | ) | (1,800 | ) | (4,237 | ) | (3,666 | ) | ||||
| Gain/loss on disposal of property and equipment | (371 | ) | (107 | ) | (385 | ) | (107 | ) | ||||
| Non-GAAP operating expenses | $ | 47,756 | $ | 58,879 | $ | 90,307 | $ | 122,978 | ||||
| R&D operating expenses | $ | 19,222 | $ | 14,918 | $ | 35,854 | $ | 32,762 | ||||
| Stock-based compensation expense | (2,428 | ) | (741 | ) | (3,756 | ) | (1,544 | ) | ||||
| Depreciation and amortization | (788 | ) | (523 | ) | (1,659 | ) | (1,051 | ) | ||||
| Non-GAAP R&D operating expenses | $ | 16,006 | $ | 13,654 | $ | 30,439 | $ | 30,167 | ||||
| SG&A operating expenses | $ | 37,674 | $ | 50,529 | $ | 77,194 | $ | 109,985 | ||||
| Stock-based compensation expense | (4,008 | ) | (3,759 | ) | (14,052 | ) | (14,131 | ) | ||||
| Amortization of acquired intangible assets | (161 | ) | (161 | ) | (311 | ) | (321 | ) | ||||
| Depreciation and amortization | (1,384 | ) | (1,277 | ) | (2,578 | ) | (2,615 | ) | ||||
| Gain/loss on disposal of property and equipment | (371 | ) | (107 | ) | (385 | ) | (107 | ) | ||||
| Non-GAAP SG&A operating expenses | $ | 31,750 | $ | 45,225 | $ | 59,868 | $ | 92,811 |
STANDARD BIOTOOLS INC.
RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION
(In thousands)
(Unaudited)
ITEMIZED RECONCILIATION OF GAAP NET LOSS TO NON-GAAP ADJUSTED EBITDA
| As Reported | ||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Three Months Ended | Six Months Ended | |||||||||||
| June 30,<br>2024 | June 30,<br>2023 | June 30,<br>2024 | June 30,<br>2023 | |||||||||
| Net loss | $ | (45,718 | ) | $ | (17,040 | ) | $ | (77,875 | ) | $ | (33,883 | ) |
| Income tax expense (benefit) | 55 | 301 | 183 | 564 | ||||||||
| Interest income, net | (4,444 | ) | (244 | ) | (9,618 | ) | (316 | ) | ||||
| Amortization of acquired intangible assets | 716 | 2,800 | 2,822 | 5,600 | ||||||||
| Depreciation and amortization | 3,139 | 826 | 6,228 | 1,688 | ||||||||
| Bargain purchase gain | — | — | (25,213 | ) | — | |||||||
| Restructuring and related charges | 5,749 | 2,267 | 10,033 | 3,417 | ||||||||
| Transaction and integration expenses | 2,782 | — | 19,945 | — | ||||||||
| Stock-based compensation expense | 6,730 | 3,114 | 18,341 | 6,262 | ||||||||
| Cost of sales adjustment | — | — | (1,812 | ) | — | |||||||
| Gain/loss on disposal of property and equipment | 371 | 73 | 385 | 73 | ||||||||
| Other non-operating expense | (412 | ) | (466 | ) | 1,822 | (407 | ) | |||||
| Adjusted EBITDA | (31,032 | ) | (8,369 | ) | (54,759 | ) | (17,002 | ) | ||||
| Non-GAAP Pro Forma Combined | ||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Three Months Ended | Six Months Ended | |||||||||||
| June 30,<br>2024 | June 30,<br>2023 | June 30,<br>2024 | June 30,<br>2023 | |||||||||
| Net loss | $ | (45,718 | ) | $ | (39,557 | ) | $ | (107,693 | ) | $ | (67,795 | ) |
| Income tax expense (benefit) | 55 | 303 | 183 | 568 | ||||||||
| Interest income, net | (4,444 | ) | (6,162 | ) | (9,618 | ) | (11,157 | ) | ||||
| Amortization of acquired intangible assets | 716 | 3,516 | 2,822 | 7,032 | ||||||||
| Depreciation and amortization | 3,139 | 2,509 | 6,228 | 5,055 | ||||||||
| Bargain purchase gain | — | — | — | (25,213 | ) | |||||||
| Restructuring and related charges | 5,749 | 2,326 | 10,033 | 4,517 | ||||||||
| Transaction and integration expenses | 2,782 | — | 30,114 | — | ||||||||
| Stock-based compensation expense | 6,730 | 4,657 | 18,341 | 16,236 | ||||||||
| Cost of sales adjustment | — | — | — | (1,337 | ) | |||||||
| Gain/loss on disposal of property and equipment | 371 | 107 | 385 | 107 | ||||||||
| Other non-operating expense | (412 | ) | (303 | ) | 1,822 | 754 | ||||||
| Adjusted EBITDA | (31,032 | ) | (32,604 | ) | (47,383 | ) | (71,233 | ) |