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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

 

Date of Report (date of earliest event reported): February 26, 2025

 

Standard BioTools Inc.

(Exact name of registrant as specified in its charter)

 

 

Delaware

(State or other jurisdiction of

incorporation or organization)

001-34180

(Commission File Number)

77-0513190

(I.R.S. Employer Identification Number)

2 Tower Place, Suite 2000

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 February 26, 2025, Standard BioTools Inc. issued a press release which included information with respect to certain financial results for the three months and fiscal year ended December 31, 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 “Full Year 2025 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 “Full Year 2025 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 February 26, 2025

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:

 

February 26, 2025

 

 

 

 

 

 

 

 

 

STANDARD BIOTOOLS INC.

 

 

 

 

 

By:

 

/s/ Alex Kim

 

Name:

 

Alex Kim

 

Title:

 

Chief Financial Officer

 

 

 

 

 

 

 

 

 

 


EX-99.1 2 lab-ex99_1.htm EX-99.1 EX-99.1

 

Exhibit 99.1

img96762296_0.jpg

 

 

Standard BioTools Reports Fourth Quarter and Full Year 2024 Financial Results

 

SOUTH SAN FRANCISCO, Calif., February 26, 2025 — Standard BioTools Inc. (NASDAQ: LAB) (the "Company” or "Standard BioTools") today announced financial results for the fourth quarter and fiscal year ended December 31, 2024.

 

Recent Highlights:

Full year 2024 pro forma combined revenue of $175.1 million
17% Full Year reduction in pro forma operating loss and 33% year over year improvement in adjusted EBITDA
Additional $10 million in operational cost reductions, now totaling $90 million in synergies over 12 months
Strong Balance sheet with $295 million in cash, cash equivalents, restricted cash, short-term investments and no material debt at year end 2024 expected to provide sufficient runway to reach adjusted EBITDA positive in 2026 and allowing for future strategic bolt-on acquisitions

 

“2024 was a year of execution and integration despite a dynamic economic backdrop. We have streamlined our operations, unified our business systems and strengthened our management team, establishing a foundation for the next phase of growth.” said Michael Egholm, PhD, President and Chief Executive Officer of Standard BioTools. "Powered by SBS, we came in at the top end of our 2024 revenue guidance, exceeded our original cost synergy target by $10 million, now running at $90 million in just twelve months. We also drove continued efficiency gains, improving pro forma non-GAAP operating expenses by 22% and adjusted EBITDA by 33% year over year. With integration efforts largely behind us, we have emerged as a more agile organization getting leaner and faster as we progress toward anticipated profitability in 2026."

Mr. Egholm added, "Looking ahead, in an uncertain environment our mission is clear – execute with precision, drive continuous improvement and scale intelligently both organically and inorganically. We are shifting mix toward higher-margin offerings in attractive markets while unlocking the power of proteomics with our partner Illumina. We believe the imminent launch of our co-branded, NGS-based, distributed solution can transform the most exciting area of the market which is at least a billion-dollar opportunity. Success there will also allow us to continue to focus on taking advantage of an environment primed for consolidation. This next phase demands focus and relentless execution as we build a Standard BioTools for long-term growth and value creation."

 

 

 


 

Financial Results Table

 

 

As Reported

 

 

Three Months Ended

 

 

Twelve Months Ended

 

(Unaudited, in millions, except percentages)

December 31, 2024

 

 

December 31, 2024

 

Revenue

$

46.7

 

 

$

174.4

 

Gross margin

 

46.9

%

 

 

48.3

%

Non-GAAP gross margin

 

52.5

%

 

 

53.0

%

Operating expenses

$

54.7

 

 

$

259.5

 

Non-GAAP operating expenses

$

42.9

 

 

$

180.1

 

Operating loss

$

(32.8

)

 

$

(175.2

)

Net loss

$

(34.1

)

 

$

(138.9

)

Adjusted EBITDA

$

(18.4

)

 

$

(87.7

)

Cash, cash equivalents, restricted cash, and short-term investments

$

295.0

 

 

$

295.0

 

 

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 twelve- month periods ended December 31, 2024, and the historical financial results of SomaLogic, Inc. ("SomaLogic") for the five-day period ended on January 5, 2024, the closing date of the merger between the Company and Somalogic (the “Merger”). The selected unaudited pro forma financial information for 2023 combines the historical financial results of the Company and SomaLogic for their respective three- and twelve- month periods ended December 31, 2023. See “Unaudited Pro Forma Results” below for discussion of the pro forma financial information.

 

 

Pro Forma Combined

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

(Unaudited, in millions, except percentages)

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue

$

46.7

 

 

$

51.4

 

 

$

175.1

 

 

$

192.5

 

Gross margin

 

46.9

%

 

 

46.7

%

 

 

47.3

%

 

 

44.7

%

Non-GAAP gross margin

 

52.5

%

 

 

55.4

%

 

 

53.0

%

 

 

53.1

%

Operating expenses

$

54.7

 

 

$

89.0

 

 

$

262.8

 

 

$

303.7

 

Non-GAAP operating expenses

$

42.9

 

 

$

56.5

 

 

$

180.1

 

 

$

232.2

 

Operating loss

$

(32.8

)

 

$

(65.0

)

 

$

(180.0

)

 

$

(217.8

)

Net loss

$

(34.1

)

 

$

(55.3

)

 

$

(168.7

)

 

$

(164.3

)

Adjusted EBITDA

$

(18.4

)

 

$

(28.0

)

 

$

(87.3

)

 

$

(130.1

)

 

 

Fourth Quarter 2024 Financial Results (Pro Forma Combined)

Revenue was $46.7 million in the fourth quarter of 2024, down 9% year-over-year:
o
Consumables revenue was $14.7 million in the fourth quarter of 2024, up 10% year-over-year. Consumables revenue grew on the strength of assay kits sales to SomaScan authorized sites and the Illumina early access program.
o
Instruments revenue was $8.5 million in the fourth quarter of 2024, down 25% year-over-year. Instrument revenue was impacted by capital constrained end-markets globally.
o
Services revenue, which includes both Lab Services and Field Services, was $21.6 million in the fourth quarter of 2024, down 16% year over year. Lab Services was down 18% due to timing of large projects. Field Services was down 10% on lower instrument sales.
Gross margins in the fourth quarter of 2024 were 46.9%, versus 46.7% in the fourth quarter of 2023; and non-GAAP gross margins, which exclude depreciation, amortization, and stock-based compensation, were 52.5% in the fourth quarter of 2024 versus 55.4% in the fourth quarter of 2023. Gross margins were impacted by volumes and instrument replacement costs, partially offset by continued incremental efficiency gains from Standard BioTools Business System ("SBS").

 


 

Operating expenses in the fourth quarter of 2024 were $54.7 million, a decrease of $34.3 million, or down 39%, compared to the fourth quarter of 2023; and non-GAAP operating expenses, which exclude Merger-related costs, stock-based compensation, and restructuring charges, were $42.9 million in the fourth quarter of 2024, a decrease of $13.6 million, or down 24%, compared to the fourth quarter of 2023. The decrease in operating expenses is a result of ongoing realization of previously disclosed Merger cost synergies as well as continued productivity gains from SBS.
Net loss for the fourth quarter of 2024 was $34.1 million, compared to a net loss of $55.3 million in the fourth quarter of 2023, representing an improvement of $21.2 million or 38%, while adjusted EBITDA for the fourth quarter of 2024 was a loss of $18.4 million, versus an adjusted EBITDA loss of $28.0 million in 2023, an improvement of $9.6 million, or 34%.

 

Full Year 2024 Financial Results (Pro Forma Combined)

Revenue was $175.1 million in 2024, down 9% year-over-year:
o
Consumables revenue was $60.1 million in 2024, up 18% year-over-year. Consumables revenue grew on the strength of assay kits sales to SomaScan authorized sites and the Illumina early access program.
o
Instruments revenue was $28.5 million in 2024, down 27% year-over-year. Instrument revenue was impacted by capital constrained end-markets globally.
o
Services revenue, which includes both Lab Services and Field Services, was $81.7 million in 2024, down 17% year over year. Lab Services were impacted by smaller projects from our top customers and field services by lower installation services from lower instrument sales.
Gross margins in 2024 were 47.3%, versus 44.7% in 2023; and non-GAAP gross margins in 2024 were 53.0%, versus 53.1% in 2023. Gross margins were impacted by lower volumes, offset by productivity and efficiency gains from SBS.
Operating expenses in 2024 were $262.8 million, a decrease of $40.9 million, or down 13%, compared to 2023; and non-GAAP operating expenses were $180.1 million, a decrease of $52.1 million, or down 22%, compared to 2023. The decrease in operating expenses is a result of ongoing realization of previously disclosed Merger cost synergies, a bonus accrual reduction in line with our full year results, as well as continued productivity gains from SBS.
Net loss for 2024 was $168.7 million, compared to a net loss of $164.3 million in 2023, while adjusted EBITDA for 2024 was a loss of $87.3 million, versus an adjusted EBITDA loss of $130.1 million in 2023, an improvement of $42.8 million, or 33%.

Full Year 2025 Revenue Outlook

For fiscal year 2025, the Company expects revenue in the range of $165 million to $175 million. This guidance assumes a high single-digit millions decline in our Americas academic revenue due to anticipated NIH funding pressures, no expected effect from U.S. export controls and limited impact from tariffs.

 

 

Conference Call Information

Standard BioTools will host a conference call and webcast on February 26th 2025 at 4:30 p.m. ET to discuss the fourth quarter and full year 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 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 the twelve months ended December 31, 2024, combines the Company's financial results for the twelve months December 31, 2024, and the historical financial 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 twelve months ended December 31, 2023, combines the historical financial results of the Company and SomaLogic for their respective three- and twelve-month periods ended December 31, 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 of the Merger.

 

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; operational and strategic plans; deployment of capital; market and growth opportunity and potential; and the potential to realize the expected benefits and synergies of prior and potential future acquisitions, including the potential for such transactions 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 and synergies of prior and potential future acquisitions and the integration of any such businesses, including the potential for such transactions 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 such transactions; possible integration, restructuring and transition-related disruption resulting from such transactions, 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; anticipated NIH funding pressures, the expected effect from U.S. export controls and the expected impact from tarriffs; 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), 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 SomaScan, 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: standardbio.com/legal/salesterms.

Patent and License Information: standardbio.com/legal/notices.
Trademarks: standardbio.com/legal/trademarks. Any other trademarks are the sole property of their respective owners. ©2025 Standard BioTools Inc. (f.k.a. Fluidigm Corporation). All rights reserved.

Investor Contact:

ir@standardbio.com

 

 


 

STANDARD BIOTOOLS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except per share amounts)

(Unaudited)

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

23,220

 

 

$

21,384

 

 

$

88,568

 

 

$

79,198

 

Service revenue

 

 

21,615

 

 

 

6,712

 

 

 

81,133

 

 

 

25,980

 

Collaboration and other revenue

 

 

1,883

 

 

 

92

 

 

 

4,731

 

 

 

1,162

 

Total revenue

 

 

46,718

 

 

 

28,188

 

 

 

174,432

 

 

 

106,340

 

Cost of revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Cost of product revenue

 

 

9,123

 

 

 

11,666

 

 

 

42,265

 

 

 

44,942

 

Cost of service revenue

 

 

15,614

 

 

 

3,165

 

 

 

47,729

 

 

 

10,948

 

Cost of collaboration and other revenue

 

 

76

 

 

 

 

 

 

176

 

 

 

 

Total cost of revenue

 

 

24,813

 

 

 

14,831

 

 

 

90,170

 

 

 

55,890

 

Gross profit

 

 

21,905

 

 

 

13,357

 

 

 

84,262

 

 

 

50,450

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

14,053

 

 

 

6,909

 

 

 

62,411

 

 

 

25,948

 

Selling, general and administrative

 

 

37,588

 

 

 

21,354

 

 

 

156,608

 

 

 

87,541

 

Restructuring and related charges

 

 

126

 

 

 

1,661

 

 

 

12,500

 

 

 

7,076

 

Transaction and integration expenses

 

 

2,955

 

 

 

4,819

 

 

 

27,979

 

 

 

6,485

 

Total operating expenses

 

 

54,722

 

 

 

34,743

 

 

 

259,498

 

 

 

127,050

 

Loss from operations

 

 

(32,817

)

 

 

(21,386

)

 

 

(175,236

)

 

 

(76,600

)

Bargain purchase gain

 

 

 

 

 

 

 

 

25,213

 

 

 

 

Interest income, net

 

 

3,324

 

 

 

349

 

 

 

16,883

 

 

 

1,005

 

Other (expense) income, net

 

 

(4,307

)

 

 

1,099

 

 

 

(5,172

)

 

 

1,391

 

Loss before income taxes

 

 

(33,800

)

 

 

(19,938

)

 

 

(138,312

)

 

 

(74,204

)

Income tax (expense) benefit

 

 

(272

)

 

 

162

 

 

 

(573

)

 

 

(452

)

Net loss

 

$

(34,072

)

 

$

(19,776

)

 

$

(138,885

)

 

$

(74,656

)

Induced conversion of redeemable preferred stock

 

 

 

 

 

 

 

 

(46,014

)

 

 

 

Net loss attributable to common stockholders

 

$

(34,072

)

 

$

(19,776

)

 

$

(184,899

)

 

$

(74,656

)

Net loss per share attributable to common stockholders, basic and diluted

 

$

(0.09

)

 

$

(0.25

)

 

$

(0.52

)

 

$

(0.94

)

Shares used in computing net loss per share attributable to common stockholders, basic and diluted

 

 

374,544

 

 

 

79,729

 

 

 

352,670

 

 

 

79,160

 

 

 


 

STANDARD BIOTOOLS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

(Unaudited)

 

 

December 31,
2024

 

 

December 31, 2023

 

ASSETS

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

166,728

 

 

$

51,704

 

Short-term investments

 

 

126,146

 

 

 

63,191

 

Accounts receivable, net

 

 

33,608

 

 

 

19,660

 

Inventories, net

 

 

40,737

 

 

 

20,533

 

Prepaid expenses and other current assets

 

 

8,661

 

 

 

3,127

 

Total current assets

 

 

375,880

 

 

 

158,215

 

Inventory, non-current

 

 

18,528

 

 

 

 

Property and equipment, net

 

 

42,556

 

 

 

24,187

 

Operating lease right-of-use asset, net

 

 

28,828

 

 

 

30,663

 

Other non-current assets

 

 

6,301

 

 

 

2,285

 

Developed technology, net

 

 

28,954

 

 

 

1,400

 

Goodwill

 

 

111,297

 

 

 

106,317

 

Total assets

 

$

612,344

 

 

$

323,067

 

 

 

 

 

 

 

 

LIABILITIES, MEZZANINE EQUITY AND STOCKHOLDERS’ DEFICIT

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Accounts payable

 

$

12,282

 

 

$

9,236

 

Accrued liabilities

 

 

30,739

 

 

 

21,019

 

Operating lease liabilities, current

 

 

6,228

 

 

 

4,323

 

Deferred revenue, current

 

 

13,118

 

 

 

11,607

 

Deferred grant income, current

 

 

3,527

 

 

 

3,612

 

Term loan, current

 

 

 

 

 

5,000

 

Convertible notes, current

 

 

 

 

 

54,530

 

Total current liabilities

 

 

65,894

 

 

 

109,327

 

Convertible notes, non-current

 

 

299

 

 

 

569

 

Term loan, non-current

 

 

 

 

 

3,414

 

Deferred tax liability

 

 

1,081

 

 

 

841

 

Operating lease liabilities, non-current

 

 

26,469

 

 

 

30,374

 

Deferred revenue, non-current

 

 

32,674

 

 

 

3,520

 

Deferred grant income, non-current

 

 

7,243

 

 

 

10,755

 

Other non-current liabilities

 

 

6,962

 

 

 

1,065

 

Total liabilities

 

 

140,622

 

 

 

159,865

 

Mezzanine equity:

 

 

 

 

 

 

Redeemable preferred stock

 

 

 

 

 

311,253

 

Total stockholders’ deficit

 

 

471,722

 

 

 

(148,051

)

Total liabilities, mezzanine equity and stockholders’ deficit

 

$

612,344

 

 

$

323,067

 

 

 


 

STANDARD BIOTOOLS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

 

 

Twelve Months Ended December 31,

 

 

2024

 

 

2023

 

Operating activities

 

 

 

 

 

 

Net loss

 

$

(138,885

)

 

$

(74,656

)

Bargain purchase gain

 

 

(25,213

)

 

 

 

Loss on forward sale of Series B Preferred Stock

 

 

 

 

 

 

Loss on Bridge Loans

 

 

 

 

 

 

Stock-based compensation expense

 

 

31,732

 

 

 

13,123

 

Amortization of acquired intangible assets

 

 

4,346

 

 

 

11,200

 

Depreciation and amortization

 

 

12,515

 

 

 

3,980

 

Accretion of discount on short-term investments, net

 

 

(7,435

)

 

 

(1,261

)

Non-cash lease expense

 

 

5,766

 

 

 

3,864

 

Provision for excess and obsolete inventory

 

 

2,524

 

 

 

1,496

 

Change in fair value of warrants

 

 

(632

)

 

 

 

Impairment of InstruNor developed technology intangible

 

 

 

 

 

 

Other non-cash items

 

 

1,025

 

 

 

939

 

Changes in assets and liabilities, net

 

 

(29,197

)

 

 

(1,972

)

Net cash used in operating activities

 

 

(143,454

)

 

 

(43,287

)

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

Cash and restricted cash acquired in the Merger

 

 

280,033

 

 

 

 

Acquisition of business, net of cash acquired

 

 

(1,385

)

 

 

 

Purchases of short-term investments

 

 

(256,119

)

 

 

(94,896

)

Proceeds from sales and maturities of investments

 

 

349,000

 

 

 

117,964

 

Purchases of property and equipment

 

 

(8,355

)

 

 

(2,831

)

Net cash provided by (used in) investing activities

 

 

363,174

 

 

 

20,237

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

Proceeds from Bridge Loans

 

 

 

 

 

 

Proceeds from issuance of Series B Preferred Stock

 

 

 

 

 

 

Repayment of term loan and convertible notes

 

 

(63,192

)

 

 

(2,083

)

Payment of term loan fee

 

 

(545

)

 

 

 

Payment of debt and equity issuance costs

 

 

 

 

 

 

Repurchase of common stock

 

 

(40,490

)

 

 

(5,414

)

Proceeds from ESPP stock issuance

 

 

918

 

 

 

723

 

Payments for taxes related to net share settlement of equity awards and other

 

 

(459

)

 

 

(139

)

Proceeds from exercise of stock options

 

 

1,152

 

 

 

104

 

Net cash provided by (used in) financing activities

 

 

(102,616

)

 

 

(6,809

)

Effect of foreign exchange rate fluctuations on cash and cash equivalents

 

 

(785

)

 

 

34

 

Net increase (decrease) in cash, cash equivalents and restricted cash

 

 

116,319

 

 

 

(29,825

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

52,499

 

 

 

82,324

 

Cash, cash equivalents and restricted cash at end of period

 

$

168,818

 

 

$

52,499

 

 

 

 

 

 

 

 

Cash, cash equivalents, and restricted cash consists of:

 

 

 

 

 

 

Cash and cash equivalents

 

$

166,728

 

 

$

51,704

 

Restricted cash

 

 

2,090

 

 

 

795

 

Total cash, cash equivalents and restricted cash

 

$

168,818

 

 

$

52,499

 

 

 


 

STANDARD BIOTOOLS INC.

REVENUE AND NON-GAAP PRO FORMA COMBINED REVENUE

(In thousands)

(Unaudited)

 

 

 

As Reported

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Product revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Instruments

 

$

8,545

 

 

$

10,947

 

 

$

28,504

 

 

$

37,459

 

Consumables

 

 

14,675

 

 

 

10,437

 

 

 

60,064

 

 

 

41,739

 

Total product revenue

 

 

23,220

 

 

 

21,384

 

 

 

88,568

 

 

 

79,198

 

Service revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Lab services

 

 

15,704

 

 

 

142

 

 

 

56,484

 

 

 

706

 

Field services

 

 

5,911

 

 

 

6,570

 

 

 

24,649

 

 

 

25,274

 

Total service revenue

 

 

21,615

 

 

 

6,712

 

 

 

81,133

 

 

 

25,980

 

Product and service revenue

 

 

44,835

 

 

 

28,096

 

 

 

169,701

 

 

 

105,178

 

Collaboration and other revenue

 

 

1,883

 

 

 

92

 

 

 

4,731

 

 

 

1,162

 

Total revenue

 

$

46,718

 

 

$

28,188

 

 

$

174,432

 

 

$

106,340

 

 

 

 

 

Non-GAAP Pro Forma

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Product revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Instruments

 

$

8,545

 

 

$

11,460

 

 

$

28,504

 

 

$

39,143

 

Consumables

 

 

14,675

 

 

 

13,305

 

 

 

60,064

 

 

 

50,949

 

Total product revenue

 

 

23,220

 

 

 

24,765

 

 

 

88,568

 

 

 

90,092

 

Service revenue:

 

 

 

 

 

 

 

 

 

 

 

 

Lab services

 

 

15,704

 

 

 

19,211

 

 

 

57,088

 

 

 

72,657

 

Field services

 

 

5,911

 

 

 

6,570

 

 

 

24,649

 

 

 

25,274

 

Total service revenue

 

 

21,615

 

 

 

25,781

 

 

 

81,737

 

 

 

97,931

 

Product and service revenue

 

 

44,835

 

 

 

50,546

 

 

 

170,305

 

 

 

188,023

 

Collaboration and other revenue

 

 

1,883

 

 

 

872

 

 

 

4,772

 

 

 

4,442

 

Total revenue

 

$

46,718

 

 

$

51,418

 

 

$

175,077

 

 

$

192,465

 

 

 


 

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 December 31,

 

 

Twelve Months Ended December 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Gross profit

 

$

21,905

 

 

$

13,357

 

 

$

84,262

 

 

$

50,450

 

Amortization of acquired intangible assets

 

 

643

 

 

 

2,800

 

 

 

3,694

 

 

 

11,200

 

Depreciation and amortization

 

 

1,476

 

 

 

482

 

 

 

4,911

 

 

 

1,473

 

Stock-based compensation expense

 

 

486

 

 

 

163

 

 

 

1,383

 

 

 

811

 

Cost of sales adjustment

 

 

 

 

 

 

 

 

(1,812

)

 

 

 

Non-GAAP gross profit

 

$

24,510

 

 

$

16,802

 

 

$

92,438

 

 

$

63,934

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin percentage

 

 

46.9

%

 

 

47.4

%

 

 

48.3

%

 

 

47.4

%

Amortization of acquired intangible assets

 

 

1.4

%

 

 

9.9

%

 

 

2.1

%

 

 

10.5

%

Depreciation and amortization

 

 

3.2

%

 

 

1.7

%

 

 

2.8

%

 

 

1.4

%

Stock-based compensation expense

 

 

1.0

%

 

 

0.6

%

 

 

0.8

%

 

 

0.8

%

Cost of sales adjustment

 

 

0.0

%

 

 

0.0

%

 

 

(1.0

)%

 

 

0.0

%

Non-GAAP gross margin percentage

 

 

52.5

%

 

 

59.6

%

 

 

53.0

%

 

 

60.1

%

 

 

 

Non-GAAP Pro Forma Combined

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Gross profit

 

$

21,905

 

 

$

24,024

 

 

$

82,847

 

 

$

85,949

 

Amortization of acquired intangible assets

 

 

643

 

 

 

3,355

 

 

 

3,694

 

 

 

13,422

 

Depreciation and amortization

 

 

1,476

 

 

 

911

 

 

 

4,911

 

 

 

3,062

 

Stock-based compensation expense

 

 

486

 

 

 

210

 

 

 

1,383

 

 

 

1,027

 

Cost of sales adjustment

 

 

 

 

 

 

 

 

 

 

 

(1,337

)

Non-GAAP gross profit

 

$

24,510

 

 

$

28,500

 

 

$

92,835

 

 

$

102,123

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross margin percentage

 

 

46.9

%

 

 

46.7

%

 

 

47.3

%

 

 

44.7

%

Amortization of acquired intangible assets

 

 

1.4

%

 

 

6.5

%

 

 

2.1

%

 

 

7.0

%

Depreciation and amortization

 

 

3.2

%

 

 

1.8

%

 

 

2.8

%

 

 

1.6

%

Stock-based compensation expense

 

 

1.0

%

 

 

0.4

%

 

 

0.8

%

 

 

0.5

%

Cost of sales adjustment

 

 

0.0

%

 

 

0.0

%

 

 

0.0

%

 

 

(0.7

)%

Non-GAAP gross margin percentage

 

 

52.5

%

 

 

55.4

%

 

 

53.0

%

 

 

53.1

%

 

 

 

 


 

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 December 31,

 

 

Twelve Months Ended December 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating expenses

 

$

54,722

 

 

$

34,743

 

 

$

259,498

 

 

$

127,050

 

Restructuring and related charges

 

 

(126

)

 

 

(1,661

)

 

 

(12,500

)

 

 

(7,076

)

Transaction and integration expenses

 

 

(2,955

)

 

 

(4,819

)

 

 

(27,979

)

 

 

(6,485

)

Stock-based compensation expense

 

 

(6,984

)

 

 

(3,312

)

 

 

(30,349

)

 

 

(12,312

)

Amortization of acquired intangible assets

 

 

(170

)

 

 

-

 

 

 

(652

)

 

 

-

 

Depreciation and amortization

 

 

(1,664

)

 

 

(624

)

 

 

(7,604

)

 

 

(2,507

)

Gain/loss on disposal of property and equipment

 

 

89

 

 

 

-

 

 

 

(326

)

 

 

(73

)

Non-GAAP operating expenses

 

$

42,912

 

 

$

24,327

 

 

$

180,088

 

 

$

98,597

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R&D operating expenses

 

$

14,053

 

 

$

6,909

 

 

$

62,411

 

 

$

25,948

 

Stock-based compensation expense

 

 

(1,347

)

 

 

(430

)

 

 

(5,827

)

 

 

(1,671

)

Depreciation and amortization

 

 

(868

)

 

 

(125

)

 

 

(3,474

)

 

 

(526

)

Non-GAAP R&D operating expenses

 

$

11,838

 

 

$

6,354

 

 

$

53,110

 

 

$

23,751

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A operating expenses

 

$

37,588

 

 

$

21,354

 

 

$

156,608

 

 

$

87,541

 

Stock-based compensation expense

 

 

(5,637

)

 

 

(2,882

)

 

 

(24,522

)

 

 

(10,641

)

Amortization of acquired intangible assets

 

 

(170

)

 

 

-

 

 

 

(652

)

 

 

-

 

Depreciation and amortization

 

 

(796

)

 

 

(499

)

 

 

(4,130

)

 

 

(1,981

)

Gain/loss on disposal of property and equipment

 

 

89

 

 

 

-

 

 

 

(326

)

 

 

(73

)

Non-GAAP SG&A operating expenses

 

$

31,074

 

 

$

17,973

 

 

$

126,978

 

 

$

74,846

 

 

 

 

Non-GAAP Pro Forma Combined

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Operating expenses

 

$

54,722

 

 

$

89,001

 

 

$

262,846

 

 

$

303,710

 

Restructuring and related charges

 

 

(126

)

 

 

(16,670

)

 

 

(12,500

)

 

 

(23,185

)

Transaction and integration expenses

 

 

(2,955

)

 

 

(8,991

)

 

 

(38,148

)

 

 

(14,814

)

Stock-based compensation expense

 

 

(6,984

)

 

 

(4,791

)

 

 

(23,503

)

 

 

(25,126

)

Amortization of acquired intangible assets

 

 

(170

)

 

 

(161

)

 

 

(652

)

 

 

(643

)

Depreciation and amortization

 

 

(1,664

)

 

 

(1,879

)

 

 

(7,604

)

 

 

(7,652

)

Gain/loss on disposal of property and equipment

 

 

89

 

 

 

-

 

 

 

(326

)

 

 

(73

)

Non-GAAP operating expenses

 

$

42,912

 

 

$

56,509

 

 

$

180,113

 

 

$

232,217

 

 

 

 

 

 

 

 

 

 

 

 

 

 

R&D operating expenses

 

$

14,053

 

 

$

17,041

 

 

$

63,063

 

 

$

64,526

 

Stock-based compensation expense

 

 

(1,347

)

 

 

(837

)

 

 

(5,827

)

 

 

(3,313

)

Depreciation and amortization

 

 

(868

)

 

 

(541

)

 

 

(3,474

)

 

 

(2,133

)

Non-GAAP R&D operating expenses

 

$

11,838

 

 

$

15,663

 

 

$

53,762

 

 

$

59,079

 

 

 

 

 

 

 

 

 

 

 

 

 

 

SG&A operating expenses

 

$

37,588

 

 

$

46,298

 

 

$

149,135

 

 

$

201,186

 

Stock-based compensation expense

 

 

(5,637

)

 

 

(3,954

)

 

 

(17,676

)

 

 

(21,813

)

Amortization of acquired intangible assets

 

 

(170

)

 

 

(161

)

 

 

(652

)

 

 

(643

)

Depreciation and amortization

 

 

(796

)

 

 

(1,338

)

 

 

(4,130

)

 

 

(5,519

)

Gain/loss on disposal of property and equipment

 

 

89

 

 

 

-

 

 

 

(326

)

 

 

(73

)

Non-GAAP SG&A operating expenses

 

$

31,074

 

 

$

40,846

 

 

$

126,351

 

 

$

173,138

 

 

 


 

STANDARD BIOTOOLS INC.

RECONCILIATION OF GAAP TO NON-GAAP FINANCIAL INFORMATION

(In thousands)

(Unaudited)

ITEMIZED RECONCILIATION OF GAAP NET LOSS TO ADJUSTED EBITDA

 

 

 

As Reported

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(34,072

)

 

$

(19,776

)

 

$

(138,885

)

 

$

(74,656

)

Income tax expense (benefit)

 

 

272

 

 

 

(162

)

 

 

573

 

 

 

452

 

Interest income, net

 

 

(3,324

)

 

 

(349

)

 

 

(16,883

)

 

 

4,567

 

Amortization of acquired intangible assets

 

 

813

 

 

 

2,800

 

 

 

4,346

 

 

 

11,200

 

Depreciation and amortization

 

 

3,140

 

 

 

1,106

 

 

 

12,515

 

 

 

3,980

 

Bargain purchase gain

 

 

 

 

 

 

 

 

(25,213

)

 

 

 

Restructuring and related charges

 

 

126

 

 

 

1,661

 

 

 

12,500

 

 

 

7,076

 

Transaction and integration expenses

 

 

2,955

 

 

 

4,819

 

 

 

27,979

 

 

 

6,485

 

Stock-based compensation expense

 

 

7,470

 

 

 

3,475

 

 

 

31,732

 

 

 

13,123

 

Cost of sales adjustment

 

 

 

 

 

 

 

 

(1,812

)

 

 

 

Gain/loss on disposal of property and equipment

 

 

(89

)

 

 

 

 

 

326

 

 

 

73

 

Other non-operating expense (income)

 

 

4,307

 

 

 

(1,099

)

 

 

5,172

 

 

 

(6,963

)

Adjusted EBITDA

 

 

(18,402

)

 

 

(7,525

)

 

 

(87,650

)

 

 

(34,663

)

 

 

 

Non-GAAP Pro Forma Combined

 

 

 

Three Months Ended December 31,

 

 

Twelve Months Ended December 31,

 

 

 

2024

 

 

2023

 

 

2024

 

 

2023

 

Net loss

 

$

(34,072

)

 

$

(55,280

)

 

$

(168,654

)

 

$

(164,280

)

Income tax expense (benefit)

 

 

272

 

 

 

(1,159

)

 

 

573

 

 

 

(63

)

Interest income, net

 

 

(3,324

)

 

 

(6,456

)

 

 

(16,883

)

 

 

4,567

 

Amortization of acquired intangible assets

 

 

813

 

 

 

3,516

 

 

 

4,346

 

 

 

14,065

 

Depreciation and amortization

 

 

3,140

 

 

 

2,790

 

 

 

12,515

 

 

 

10,714

 

Bargain purchase gain

 

 

 

 

 

 

 

 

 

 

 

(25,213

)

Restructuring and related charges

 

 

126

 

 

 

16,670

 

 

 

12,500

 

 

 

23,185

 

Transaction and integration expenses

 

 

2,955

 

 

 

8,991

 

 

 

38,148

 

 

 

14,814

 

Stock-based compensation expense

 

 

7,470

 

 

 

5,001

 

 

 

24,886

 

 

 

26,153

 

Cost of sales adjustment

 

 

 

 

 

 

 

 

 

 

 

(1,337

)

Gain/loss on disposal of property and equipment

 

 

(89

)

 

 

 

 

 

326

 

 

 

73

 

Other non-operating expense

 

 

4,307

 

 

 

(2,081

)

 

 

4,965

 

 

 

(32,773

)

Adjusted EBITDA

 

 

(18,402

)

 

 

(28,008

)

 

 

(87,278

)

 

 

(130,094

)