Acquisition |
6 Months Ended | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Jun. 30, 2026 | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Business Combination [Abstract] | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Acquisition | Acquisition On June 8, 2026, the Company entered into a stock purchase agreement (“SPA”) to acquire 100% of the outstanding shares of common stock of Proteintech Genomics, Inc. (“PTG”), a division of Proteintech Group, Inc. (“Proteintech”), for $6.1 million in cash. PTG specializes in developing high-plex proteomic solutions for single cell and spatial applications on 10x platforms. The acquisition is expected to expand the Company’s proteomics capabilities. Concurrently with the SPA, the Company and Proteintech entered into a supply agreement under which Proteintech will supply products to the Company for use in single-cell and spatial analysis. The supply agreement was accounted for separately from the acquisition of the PTG business. The total consideration paid for the supply agreement and the PTG business was allocated based on the relative fair value of each component, with the fair value of the supply agreement determined by using the income approach and the fair value of PTG’s enterprise value determined by using the net asset value method. Based on the allocation, $12.4 million related to the supply agreement was recorded in “Other noncurrent assets” and “Prepaid expenses and other current assets” in the condensed consolidated balance sheets. The amount allocated to the supply agreement will be reclassified to inventory as quantities are purchased over a 10-year period. $6.1 million was allocated to the PTG business. The fair value measurements used to allocate the total consideration between the supply agreement and the PTG business, as described above, are classified as Level 3 within the fair value hierarchy, as they are based on significant unobservable inputs, including management's estimates of future purchase volumes, contractual and market pricing, and a discount rate. The acquisition of the PTG business was accounted for as a business combination using the acquisition method of accounting. The purchase price consideration was preliminarily allocated to the assets acquired and liabilities assumed based on their estimated fair values as of the acquisition date, with the excess of the purchase consideration over the estimated fair value of the identifiable net assets acquired recorded as goodwill as summarized below (in thousands):
The fair value of the developed technology was estimated using a cost approach, reflecting the estimated current cost to recreate the technology with comparable functionality and utility. The developed technology intangible asset will be amortized on a straight-line basis over its estimated useful life of 10 years. Because these inputs involve significant judgment and are not observable in the market, the fair value measurement is classified as Level 3 within the fair value hierarchy. See Note 4, Other Financial Statement Information, for additional information regarding the intangible assets acquired. The goodwill is primarily attributable to PTG’s specialized assembled workforce and expected future synergies from combining operations. The Company does not expect the goodwill from this acquisition to be deductible for income tax purposes. The purchase price allocation is preliminary and remains subject to adjustment during the measurement period, which may extend for up to one year from the acquisition date. During the three months ended June 30, 2026, the Company incurred acquisition-related transaction costs of approximately $1.0 million which were expensed as incurred and are included in selling, general and administrative expenses in the condensed consolidated statements of operations. Pro forma information for the acquisition above has not been presented as the impact of this acquisition is not material to the Company’s financial statements. Contingent Consideration In 2025, the Company completed the asset acquisition of Scale Biosciences, Inc. (“Scale Bio”) and recorded contingent consideration and assumed liabilities related to the potential achievement of certain milestones. In the first quarter of 2026, the Company made a milestone payment consisting of $10.0 million in cash and $8.7 million in shares (396,584 shares) of the Company’s Class A common stock in connection with a technology transfer completed in the third quarter of 2025. In the future, the Company may pay up to $30.0 million of contingent consideration and assumed liabilities if certain milestones are met. The Company determined that the contingent consideration and certain assumed liabilities are within the scope of ASC 480, Distinguishing Liabilities from Equity, because the related obligations may be settled in cash or shares of the Company’s Class A common stock, at the Company’s election. The Company measures the contingent consideration and certain assumed liabilities at fair value on a recurring basis. They are valued using a probability-weighted discounted cash flow approach, which reflects management’s estimates of future outcomes, timing of payments and discount rates. Because these inputs involve significant judgment, the fair value measurements are classified as Level 3 within the fair value hierarchy. The following table sets forth a summary of the changes in the fair value of the Company’s contingent consideration and certain assumed liabilities, which are measured at fair value on a recurring basis utilizing Level 3 assumptions (in thousands):
______________________________ (1) Includes the impact recognized upon cash settlement. Cash payments totaling $0.6 million made to third parties that were outside of the scope of ASC 480 were not included in the above table.
|
||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||