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Business Combination | 9 Months Ended
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Sep. 30, 2024
Business Combinations [Abstract] |
Business Combination | 2. Busine ss Combination On the Closing Date, the Company completed the merger (the "Merger") with SomaLogic. As a result, SomaLogic and its subsidiaries became wholly owned subsidiaries of Standard BioTools. Upon completion of the Merger, each share of SomaLogic common stock, par value $0.0001 per share (the "SomaLogic Common Stock"), was exchanged for 1.11 shares of the Company's common stock, par value $0.001 per share. The fair value of the Company's common stock provided in exchange for SomaLogic Common Stock was approximately $419.2 million. Purchase consideration also included replacement of equity awards attributable to pre-combination services. The acquisition-date fair value of consideration transferred in the Merger totaled approximately $444.2 million, comprising the following:
SomaLogic Common Stock issued and outstanding as of January 5, 2024 |  |  | 188,808 |
Fixed exchange ratio |  |  | 1.11 |
Shares of Standard BioTools common stock issued to SomaLogic stockholders |  |  | 209,577 |
Standard BioTools common stock price at close of Merger |  | $ | 2.00 |
Fair value of Standard BioTools common stock issued to SomaLogic stockholders |  | $ | 419,154 |
Fair value of Standard BioTools replacement equity awards attributable to pre-combination service |  |  | 26,923 |
Less: Fair value of restricted shares subject to service conditions |  |  | (1,858 | )
Total consideration transferred |  | $ | 444,219 |
The Company accounted for the Merger as a business combination, using the acquisition method of accounting in accordance with ASC 805. The identifiable assets acquired and liabilities assumed of SomaLogic were recorded at their estimated fair values as of the acquisition date and consolidated with those of the Company. The following table reflects the preliminary allocation of consideration transferred to the identifiable assets acquired and liabilities assumed based on the estimated fair values as of the Closing Date:
Total consideration |  | $ | 444,219 |
Assets acquired |  |  |
Cash and cash equivalents |  |  | 278,857 |
Short-term investments |  |  | 148,305 |
Accounts receivable |  |  | 16,430 |
Inventory |  |  | 14,642 |
Prepaid expenses and other current assets |  |  | 4,835 |
Property and equipment |  |  | 22,455 |
Non-current inventory |  |  | 12,208 |
Royalty receivable |  |  | 4,669 |
Operating lease right-of-use assets |  |  | 3,796 |
Other non-current assets |  |  | 1,590 |
Intangible Assets |  |  | 25,500 |
Total assets acquired |  |  | 533,287 |
Liabilities assumed |  |  |
Accounts payable and accrued liabilities |  |  | 20,660 |
Operating lease liabilities, current |  |  | 1,601 |
Deferred revenue, current |  |  | 3,522 |
Operating lease liabilities, non-current |  |  | 2,193 |
Deferred revenue, non-current |  |  | 30,667 |
Warrant liabilities |  |  | 906 |
Other non-current liabilities |  |  | 4,306 |
Total Liabilities |  |  | 63,855 |
Total fair value of net assets acquired |  | $ | 469,432 |
Gain on bargain purchase |  | $ | (25,213 | )
The fair value of the assets acquired and liabilities assumed exceeded the fair value of the consideration transferred, resulting in a bargain purchase gain. Before recognizing a gain on a bargain purchase, management reassessed the methods used in the acquisition accounting and verified that management had identified all of the assets acquired and all of the liabilities assumed, and that there were no additional assets or liabilities to be considered. Management also reassessed the procedures used to measure amounts recognized at the Closing Date to ensure that the measurements reflected all consideration transferred based on available information as of the Closing Date. Management determined that the bargain purchase gain was primarily attributable to a rapid decline in the price of the Company's common stock in the days following the announcement of the Merger, which persisted through the close of the Merger. The bargain purchase gain is separately stated below income from operations in the accompanying condensed consolidated statements of operations for the nine months ended September 30, 2024. The preliminary fair value estimates of the net assets acquired are based upon preliminary calculations and valuations and are subject to change as the Company obtains additional information during the measurement period (up to one year from the Closing Date). The identifiable intangible assets acquired consisted of developed technology, customer relationships, and tradename. The fair values of the developed technology and customer relationships were estimated using variations of the multi-period excess earnings method, which isolates the net earnings attributable to the asset being measured. The fair value of the SomaLogic trade name was estimated using the relief-from-royalty method, which determines the present value of license fees avoided by owning the trade name. The useful lives of acquired intangibles was estimated based on the contractual terms or period over which approximately 85% to 90% of the cumulative discounted cash flows would be realized, depending on the nature of the asset. The valuation of the intangible assets acquired in connection with the Merger, along with their estimated useful lives, is as follows (in thousands):
|  | Fair Value |  |  | Useful Life
Developed technology |  | $ | 20,000 |  |  | 9 years
Trade name |  |  | 2,750 |  |  | 7 years
Customer relationships |  |  | 2,750 |  |  | 11 years
Total fair value of intangible assets acquired |  | $ | 25,500 |  |  |
As a result of the Merger, the Company incurred $1.9 million of transaction bonuses recorded in selling, general, and administrative expenses on the condensed consolidated statement of operations. Additionally, the Company incurred $12.3 million of acquisition-related transaction costs reflected in transaction and integration expenses on the condensed consolidated statement of operations for the nine months ended September 30, 2024. Unaudited Pro Forma Results The unaudited pro forma financial information in the table below summarizes the combined results of operations for the Company and SomaLogic, as if the companies were combined as of January 1, 2023. The unaudited pro forma financial information for the nine months ended September 30, 2024 combines the Company's financial results for the nine months ended September 30, 2024 and the historical results of SomaLogic for the 5-day period ended on the Closing Date. The unaudited pro forma financial information for the three and nine months ended September 30, 2023 combines the historical results of the Company and SomaLogic for their respective three and nine-month periods ended September 30, 2023. The pro forma financial information for the three and nine months ended September 30, 2023 has been adjusted to include certain nonrecurring impacts associated with the Merger, including the bargain purchase gain and transaction costs. These same impacts have been eliminated from the pro forma financial information for the nine months ended September 30, 2024. 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 as presented below 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.
|  | Three Months Ended September 30, |  |  | Nine Months Ended September 30, |
|  | 2024 |  |  | 2023 |  |  | 2024 |  |  | 2023 |
Revenue |  | $ | 44,969 |  |  | $ | 47,415 |  |  | $ | 128,359 |  |  | $ | 141,047 |
Net loss |  | $ | (26,938 | ) |  | $ | (41,204 | ) |  | $ | (134,607 | ) |  | $ | (109,000 | )
The results of SomaLogic have been consolidated with the Company's results since the Closing Date. For the period of January 6, 2024 to September 30, 2024, SomaLogic contributed revenue and loss of $61.5 million and $30.6 million, respectively. For the three months ended September 30, 2024, SomaLogic contributed revenue and loss of $22.9 million and $1.6 million, respectively.

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- Definition The entire disclosure for a business combination (or series of individually immaterial business combinations) completed during the period, including background, timing, and recognized assets and liabilities. The disclosure may include leverage buyout transactions (as applicable). + References Reference 1: http://www.xbrl.org/2003/role/disclosureRef -Topic 805 -SubTopic 20 -Name Accounting Standards Codification -Section 50 -Paragraph 5 -Subparagraph (b) -Publisher FASB -URI https://asc.fasb.org/1943274/2147479907/805-20-50-5 Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef -Topic 805 -Name Accounting Standards Codification -Publisher FASB -URI https://asc.fasb.org/805/tableOfContent + Details
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