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Business Combination | 12 Months Ended
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Dec. 31, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract] |
Business Combination | 3. Business Combinati ons SomaLogic 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, was exchanged for 1.11 shares of the Company's common stock. 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. Under ASC 805, the accounting acquirer is usually the entity that issues its equity interest; however, other pertinent facts and circumstances should be considered in identifying the accounting acquirer in a business combination by exchanging equity interest. The Company was determined to be the accounting acquirer at close based on an evaluation of all the facts and circumstances, including but not limited to: (i) the Company initiated the transaction negotiations; (ii) the Company’s shares were issued to effect the Merger and remain outstanding; (iii) the merged entity retained the Company’s name; (iv) the composition of the combined Company’s board of directors (the "Board of Directors") includes a majority of Company appointed members; and (v) the Chief Executive Officer, Chief Financial Officer, and Chief Operating Officer of the Company continued to serve in their respective roles in the combined Company following the Merger. The above facts were deemed to outweigh the fact that the holders of shares of SomaLogic common stock that received shares of the Company's common stock in the merger in the aggregate owned a majority of the Company's common stock on a fully diluted basis and associated voting rights after the merger. 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 consolidated statements of operations for the year ended December 31, 2024. The identifiable intangible assets acquired consisted of developed technology, customer relationships, and tradename. The fair value of the developed technology was estimated using a variation of the multi-period excess earnings method, which isolates the net earnings attributable to the asset being measured and involved significant assumptions related to cash flow projections, migration curve for technological obsolescence, economic life, and discount rate. 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 |  |  | Weighted Average Useful Life (years) |
Developed technology |  | $ | 20,000 |  |  |  | 9.0 |
Trade name |  |  | 2,750 |  |  |  | 7.0 |
Customer relationships |  |  | 2,750 |  |  |  | 11.0 |
Total intangible assets |  | $ | 25,500 |  |  |  | 9.0 |
As a result of the Merger, the Company incurred $1.9 million of transaction bonuses recorded in selling, general, and administrative expenses on the consolidated statements of operations. Additionally, the Company incurred $12.3 million of acquisition-related transaction costs reflected in transaction and integration expenses on the consolidated statements of operations for the year ended December 31, 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 and January 1, 2022, respectively. The unaudited pro forma financial information for the year ended December 31, 2024 combines the Company's financial results for the year ended December 31, 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 years ended December 31, 2023 and 2022 combine the historical results of the Company and SomaLogic for their respective years ended December 31, 2023 and 2022, respectively. The pro forma financial information for the years ended December 31, 2023 and 2022 have 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 year ended December 31, 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.
|  | Year Ended December 31, |
|  | 2024 |  |  | 2023 |
Revenue |  | $ | 175,077 |  |  | $ | 192,465 |
Net loss |  |  | (168,654 | ) |  |  | (164,280 | )
The results of SomaLogic have been consolidated with the Company's results since the Closing Date. For the period of January 6, 2024 to December 31, 2024, SomaLogic contributed revenue and loss of $82.3 million and $36.4 million, respectively. Sengenics On November 21, 2024, the Company acquired 100% of the equity interests in Sengenics Corporation Pte Ltd (“Sengenics”) for a total purchase price of $13.7 million. Sengenics is a functional proteomics company focused on the detection of autoantibody biomarkers and protein interactions. The acquisition of Sengenics enabled the Company to add the KREX™ precision antibody profiling services and kits to its SomaScan™ suite of solutions. The Company incurred $1.4 million of costs to execute the acquisition, which are recorded within transaction and integration expenses on the consolidated statements of operations for the year ended December 31, 2024. The consideration transferred to the sellers of Sengenics comprised the following:
Standard BioTools Common Stock |  | $ | 5,878 |
Cash |  |  | 2,212 |
Contingent consideration |  |  | 5,600 |
Total consideration transferred |  | $ | 13,690 |
Consideration issued to the sellers included 3,627,959 shares of the Company's common stock. The fair value of the Company's common stock was based on a per share price of $1.62 (the opening price of the Company's common stock on the Nasdaq Global Select Market on November 21, 2024). Additionally, the 2024 Share Purchase Agreement (as defined below) provides for the sellers to receive one or more contingent payments up to a maximum aggregate amount of $21.0 million, if certain revenue thresholds are exceeded before December 31, 2028. The contingent payments owed will be determined as of the last day of each calendar quarter, based on the amount of trailing-twelve-month revenue generated from the sales of products or services that incorporate acquired Sengenics products. No contingent payment will be made if the Company does not generate $10.0 million of revenue from Sengenics products in a single twelve-month period before December 31, 2028. The fair value of the contingent consideration is estimated using a Monte Carlo simulation, which relies on management's revenue projections and the estimated probability of exceeding the defined revenue thresholds. Pursuant to ASC 805, the identifiable assets acquired and liabilities assumed of Sengenics 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 November 21, 2024:
Total consideration |  | $ | 13,690 |
Assets acquired |  |  |
Cash and cash equivalents |  | $ | 828 |
Accounts receivable |  |  | 282 |
Inventory |  |  | 847 |
Property and equipment |  |  | 583 |
Intangible assets |  |  | 6,400 |
Prepaid expenses and other assets |  |  | 766 |
Total assets acquired |  |  | 9,706 |
Liabilities assumed |  |  |
Accounts payable and accrued liabilities |  |  | 658 |
Operating lease liabilities |  |  | 24 |
Deferred revenue |  |  | 419 |
Other liabilities |  |  | 25 |
Total Liabilities |  |  | 1,126 |
Total fair value of net assets acquired |  | $ | 8,580 |
Goodwill |  | $ | 5,110 |
The goodwill is generated from operational synergies and cost savings the Company expects to achieve from the combined operations and Sengenics' knowledgeable and experienced workforce. The goodwill generated was fully allocated to the Proteomics reporting segment. 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 KREX™ 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 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, along with their estimated useful lives, is as follows (in thousands):
|  | Fair Value |  |  | Weighted Average Useful Life (years) |
Developed technology |  | $ | 5,800 |  |  |  | 9.0 |
Trade name |  |  | 500 |  |  |  | 7.0 |
Customer relationships |  |  | 100 |  |  |  | 11.0 |
Total intangible assets |  | $ | 6,400 |  |  |  | 8.9 |
Sengenics revenue and loss from operations is not material to the Company's consolidated financial statements for any of the periods presented.

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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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