Cytek Biosciences, Inc. (CTKB) FY 2023 MD&A
This page reproduces the company's own Item 7 MD&A text from the linked SEC filing. It is filer text, not grepcent analysis, scoring, or investment advice.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our consolidated financial statements and related notes included in this Annual Report on Form 10-K. This discussion contains forward-looking statements that involve risks and uncertainties. See “Special Note Regarding Forward-Looking Statements” at the beginning of this Annual Report on Form 10-K. Our actual results could differ materially from those contained in these forward-looking statements due to a number of factors, including those discussed in Part I, Item 1A “Risk Factors” and elsewhere in this Annual Report on Form 10-K. Unless the context requires otherwise, references in this Annual Report on Form 10-K to “we,” “us” and “our” refer to Cytek Biosciences, Inc.
The following is a discussion and year-to-year comparisons of our financial condition and results of operations for the years ended December 31, 2023 and 2022. For a discussion of the results of operations and financial condition for the years ended December 31, 2022 and year-to-year comparisons between 2022 and 2021, please refer to “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of our Annual Report on Form 10-K filed with the SEC on March 1, 2023.
Subsequent to the filing of the Company’s Notification of Late Filing on Form 12b-25, as part of our year-end financial reporting close process, we made adjustments to certain line items in our financial statements as of and for the year ended December 31, 2023, which are reflected in the discussion below and in our consolidated financial statements included elsewhere in this Annual Report on Form 10-K.
Overview
We are a leading cell analysis solutions company advancing the next generation of cell analysis tools with our novel technical approach of leveraging the full spectrum of fluorescence signatures from multiple lasers to distinguish fluorescent tags on single cells (“Full Spectrum Profiling” or “FSP” technology). Our goal is to become the premier cell analysis company through continued innovation that facilitates scientific advances in biomedical research and clinical applications. Our FSP platform includes instruments, accessories, reagents, software and services to provide a comprehensive and integrated suite of solutions for our customers.
Our core FSP systems, the Cytek Aurora and Northern Lights flow cytometers, deliver high-resolution, high-content and high-sensitivity cell analysis and addresses the inherent limitations of other technologies by providing a higher level of multiplexing with exquisite sensitivity, more flexibility and increased efficiency, all at a lower cost for performance. Additionally, our Cytek Aurora cell sorter (“Aurora CS”) leverages our FSP technology to further broaden our potential applications across cell analysis. Each system is supported by our highly intuitive, proprietary embedded SpectroFlo software, our reagents, and our service offerings to provide a comprehensive, end-to-end platform of solutions for our customers. Since our first U.S. commercial launch in mid-2017 through December 31, 2023, we have sold and deployed our instruments to customers around the world, including pharmaceutical companies, biopharma companies, academic research centers, and clinical research organizations (“CROs”).
On February 28, 2023, we completed the acquisition of certain assets (the “FCI Acquisition”) relating to the flow cytometry and imaging business of Luminex Corporation (“Luminex”), including relating to the business of manufacturing, marketing, selling, servicing and maintaining Amnis- and Guava-branded instruments, and flow cytometry reagent products and services (the “FCI Business”). The acquired FCI Business includes conventional flow and image-based flow cytometry instrumentation and related products and services (the “FCI Products”), which provide insights into all facets of cellular phenotypes and morphology. The acquisition supports our plan to develop new products and capabilities with flow cytometry and imaging technology, expand our reach and offerings into customer segments previously underserved, and increase the efficiency of our operations.
We manufacture our instruments in our facilities in Fremont, California; Wuxi, China; and Seattle, Washington. We have designed our operating model to be capital efficient and to scale efficiently as our product volumes grow.
Total revenue for the year ended December 31, 2023 was $193.0 million, representing a 18% increase compared to revenue for the year ended December 31, 2022 of $164.0 million. Total revenue for the year ended December 31, 2023 included $28.7 million of revenue from the FCI Business. Excluding revenue from the FCI business unit for the year ended December 31, 2023, organic revenue was $164.3 million, a 0.2% increase compared to the same period of the prior year. The 0.2% increase in organic revenue was primarily related to sales to pharmaceutical and biotech customers in the United States, and revenue growth in Europe, the Middle East and Africa (“EMEA”).
To date, we have adopted a direct sales model in North America, Europe, China, and several other countries in the Asia-Pacific region, and sell our products through third-party distributors in certain countries in Europe, Latin America, the Middle East, Africa and the Asia-Pacific region. Revenue from direct sales represented 76%, 79% and 86% of total
67
Table of Contents
revenue for the year ended December 31, 2023, 2022 and 2021, respectively, and revenue from distributors represented 24%, 21% and 14% of total revenue for the year ended December 31, 2023, 2022 and 2021, respectively.
We focus a substantial portion of our resources on developing new products and solutions to meet our customers’ needs. Our research and development efforts focus on developing new and complementary instruments, reagents and reagent kits, and continued operating software development. We incurred research and development expenses of $44.2 million, $34.9 million and 24.4 million for the year ended December 31, 2023, 2022 and 2021, respectively. We intend to continue to make significant investments in research and development in the future.
We expect to continue to invest in our commercial infrastructure through hiring additional employees with strong scientific and technical backgrounds to support growth in our instrument sales as well as our planned expansion of reagents offerings and panel design capabilities. We also plan to continue to invest in sales, marketing and business development across the globe to drive commercialization of our products. We incurred sales and marketing expenses of $49.1 million, $33.2 million and $24.7 million for the year ended December 31, 2023, 2022 and 2021, respectively.
Since our inception in 2014, we have financed our operations primarily through sales of our securities and revenue from the sale of our products and services.
Our net loss was $12.1 million for the year ended December 31, 2023, our net income was $2.5 million and $3.0 million, for the year ended December 31, 2022 and 2021, respectively. The change for the year ended December 31, 2023 compared to the year ended December 31, 2022 resulted primarily from expenses driven by an increase in headcount and salaries and efforts in research and development and marketing initiatives.
We expect our expenses will increase substantially in connection with our ongoing activities, as we:
•attract, hire and retain qualified personnel;
•invest in processes, commercial infrastructure and supporting functions to scale our business and introduce new products and services;
•support our research and development efforts;
•continue to expand geographically;
•protect and defend our intellectual property; and
•make strategic investments in complementary businesses, services, products or technologies.
Key factors affecting our results of operations and future performance
We believe that our financial performance has been, and in the foreseeable future will continue to be, primarily driven by multiple factors as described below, each of which presents growth opportunities for our business. These factors also pose important challenges that we must successfully address to sustain our growth and improve our results of operations. Our ability to successfully address these challenges is subject to various risk and uncertainties, including those described under the heading “Risk Factors” included elsewhere in this Annual Report on Form 10-K.
Global customer adoption
Our financial performance has largely been driven by our ability to increase the adoption of our FSP platform, a key factor on which our future success depends. We plan to drive global customer adoption through business development efforts, direct sales and marketing and third-party distributions. We are investing in our direct sales organization and commercial support functions and developing third-party distributor relationships to support global expansion and drive revenue growth. As part of this effort, we increased our direct sales force by approximately 78% in the year ended December 31, 2023 compared to the year ended December 31, 2022. We intend to continue increasing our workforce in line with our growth.
Recurring revenues
We believe our expanding installed base of instruments to new and existing customers will provide us with greater leverage to drive pull-through for reagent and service revenue, which are recurring by nature. Furthermore, as we develop and identify new applications and products, we expect to further increase pull-through across our installed base. We expect recurring revenue on an absolute basis to increase and become an increasingly important contributor to our revenue as our installed base expands.
Revenue mix and gross margin
Our revenue is primarily derived from sales of our instruments and services with our instruments recognizing higher gross margins than our services. Although we expect sales of our instruments to continue to represent the largest
68
Table of Contents
percentage of our revenue in the future, we expect reagent sales to increase as a percentage of our total revenue and our gross margins to experience a corresponding improvement as we grow our installed base and increase our focus on commercializing reagents. We also expect a higher gross margin on our instruments as we increase manufacturing efficiency, instrument reliability and training for personnel using our instruments, which we expect to lead to a reduction in warranty claims. Our sales in certain regions, particularly outside of the United States, are realized through third-party distribution partners that typically receive discounted prices, thus resulting in lower gross margins than those recognized by our direct sales organization. Furthermore, our gross margins and instrument selling prices may fluctuate in the future as we continue to grow our volume of third-party distribution partners in geographies outside of the United States, introduce new products and reduce our production costs as a result of variability in the timing of new product introductions.
In the near term, we expect the continued optimization of our manufacturing processes related to our instruments and the expansion of product manufacturing distribution facilities to have the greatest impact on our gross margin. In addition to the impact of competing products entering the market, the future gross margin profiles of our instruments, services and reagents will depend on the outcome of any royalties we are required to pay and the royalty rates and products to which such royalties apply.
Expansion into new markets
We focus our research and development efforts on the greatest value-additive products to meet the growing and unmet needs of the research and clinical markets. We work closely with researchers, clinicians and scientists to optimize and implement new panels and applications to meet their specific needs. We also gain valuable insight on potential new products, new applications and enhancements to existing products, as well as biomarker combinations that would be beneficial in different fields, through collaborations with our customers, academic laboratories, KOLs and industry partners. We plan to continue to invest in new product development and enhancements to support our expansion into new markets.
Our Northern Lights CLC system received CE Marking under the European Union In Vitro Diagnostic Medical Devices Directive in September 2020 and was registered in the European Union in compliance with Regulation (EU) 2017/746 on In Vitro Diagnostic Medical Devices in November 2023. The Northern Lights CLC system was also registered as a Class II In Vitro Diagnostic Medical Device in China. These registrations enable the Northern Lights CLC system to be marketed for clinical use in China, the European Union and in other countries around the world that accept the Certification of Free Sale issued from an EU Competent Authority.
Key business metrics
We regularly review the following key business metrics to evaluate our business, measure our performance, identify trends affecting our business, formulate financial projections and make strategic decisions. We believe that the following metrics are representative of our current business; however, we anticipate these will change or may be substituted for additional or different metrics as our business grows.
| Year ended December 31, | 2023 vs. 2022 | 2022 vs. 2021 | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | 2021 | Dollar Change | Dollar Change | ||||||||||||||
| Sales channel mix | |||||||||||||||||||
| Direct sales channel | $ | 147,169 | $ | 129,098 | $ | 110,520 | $ | 18,071 | $ | 18,578 | |||||||||
| Distributor channel | 45,846 | 34,938 | 17,430 | 10,908 | 17,508 | ||||||||||||||
| Total revenue, net | $ | 193,015 | $ | 164,036 | $ | 127,950 | $ | 28,979 | $ | 36,086 | |||||||||
| Customer mix | |||||||||||||||||||
| Academia and government | $ | 82,145 | $ | 73,706 | $ | 59,415 | $ | 8,439 | $ | 14,291 | |||||||||
| Biotechnology, pharmaceutical, distributor and CRO | 110,870 | 90,330 | 68,535 | 20,540 | 21,795 | ||||||||||||||
| Total revenue, net | $ | 193,015 | $ | 164,036 | $ | 127,950 | $ | 28,979 | $ | 36,086 |
Distributors typically sell to end customers identified in other customer categories.
Known Trends, Events and Uncertainties
The recent trends towards rising inflation may adversely affect our business and corresponding financial position and cash flows. Inflationary factors, such as increases in the cost of materials and supplies, interest rates and overhead costs may adversely affect our operating results. The general consensus among economists suggests that we should expect a higher recession risk to continue over the next year, which could result in further economic uncertainty and volatility in the
69
Table of Contents
capital markets in the near term, and could negatively affect our operations. Although we do not believe that inflation has had a material impact on our financial position or results of operations to date, we may experience increases in the near future (especially if inflation rates continue to rise) on our operating costs, including our labor costs and research and development costs, due to supply chain constraints, consequences associated with COVID-19 or future public health crises, the ongoing conflict between Russia and Ukraine, the Israel and Palestine conflict or liquidity concerns at, and failure of, banks and other financial institutions.
Many of our pharmaceutical and biotech customers based in the United States have been impacted by macro-economic uncertainties related to the weakening economy, liquidity concerns in the broader financial services industry, such as those caused by recent banking failures, disruptions to and volatility in the credit and equity markets, and rising interest rates. We believe these factors contributed to longer sales cycles, which adversely impacted our operating results for the three months and full year ended December 31, 2023, and may adversely affect our operating results in the future.
Components of our results of operations
Total revenue, net
We currently generate our total revenue, net from product revenue and service revenue.
Product. Our product revenue primarily consists of sales of our instruments, including the Cytek Aurora, Northern Lights, Aurora CS, Amnis and Guava systems, instrument accessories, such as loaders, and consumables, such as reagents. We offer multiple versions of our instruments with different price points based on the number of lasers integrated in the systems. We also derive revenue from sales of our conventional flow cytometry system, which is available for sale in China. We recognize product revenue when control of the instrument is transferred to the customer.
Service. Our service revenue primarily consists of post-warranty service contracts, installations and repairs which are recognized over time. Post-warranty service contracts are recognized ratably over the term of the contract and installations and repair services are recognized as they are delivered to the customer.
We expect our total revenue to increase in absolute dollars as we expand our sales organization and sales territories, broaden our customer base, and expand awareness of our products with new and existing customers. Our revenue was $193.0 million, $164.0 million and $128.0 million for the year ended December 31, 2023, 2022 and 2021, respectively. A portion of our revenue for the three and twelve months ended December 31, 2023 is attributable to the acquired FCI Business.
Total cost of sales, gross profit and gross margin
Our total cost of sales is comprised of product cost of sales and service cost of sales.
Product. Cost of sales associated with our products primarily consist of manufacturing-related costs incurred in the production process, inventory write-downs, warranty costs, third party royalty costs, personnel and related costs, costs of component materials, overhead, packaging and delivery and depreciation expense.
Service. Cost of sales associated with our services primarily consists of personnel and related costs, expenses related to product replacements, product updates and qualification validation of our products and depreciation expense.
We expect our total cost of sales to increase in absolute dollars in future periods, corresponding to our anticipated growth in revenue and employee headcount to support our manufacturing, operations, field service team and support organizations.
Gross profit is calculated as revenue less total cost of sales. Gross margin is gross profit expressed as a percentage of revenue. Our gross profit in future periods will depend on a variety of factors, including market conditions that may impact our pricing, sales mix changes among our instruments and service agreements, product mix changes between established products and new products, excess and obsolete inventories, our cost structure for manufacturing operations relative to volume and product warranty obligations.
Operating expenses
Our operating expenses are primarily comprised of research and development, sales and marketing, and general and administrative expenses, depreciation and amortization, and related overhead.
Research and development. Our research and development expenses primarily consist of salaries, benefits, stock-based compensation costs for employees in our research and development department, independent contractor costs, laboratory supplies, equipment maintenance and materials expenses.
We plan to continue to invest in our research and development efforts, including hiring additional employees to enhance existing products and develop new products. We expect research and development expense will increase in
70
Table of Contents
absolute dollars in future periods and vary from period to period as a percentage of revenue due to our continuing investment in product development.
Sales and marketing. Our sales and marketing expenses consist primarily of salaries, benefits, and stock-based compensation costs for employees in our sales and marketing department, sales commissions, marketing material costs, travel expenses and costs related to trade shows, trainings and various workshops. We expect our sales and marketing expense to increase in absolute dollars as we expand our commercial sales, marketing, and business development teams, increase our presence globally and increase marketing activities to drive awareness and adoption of our platform.
General and administrative. Our general and administrative expenses primarily consist of salaries, benefits, and stock-based compensation costs for employees in our executive, accounting and finance, legal and human resource functions, as well as professional services fees, such as consulting, audit, tax, legal, general corporate costs, allocated overhead expenses and acquisition costs. We expect our operating expenses to increase as a public company. In particular, we expect our accounting, legal, personnel-related expenses and directors’ and officers’ insurance costs reported within general and administrative expense to increase as we establish more comprehensive compliance and governance functions, maintain IT costs, review internal controls over financial reporting in accordance with the Sarbanes-Oxley Act and prepare and distribute periodic reports as required by the rules and regulations of the SEC. As a result, our historical results of operations may not be indicative of our results of operations in future periods.
We expect these expenses to vary from period to period as a percentage of revenue.
Other income, net
Interest expense. Interest expense consists primarily of accretion of the present value of the litigation settlement liability. See our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details regarding the settlement.
Interest income. Our interest income consists primarily of interest earned on our cash and cash equivalents which are invested in cash deposits and in money market funds.
Other income, net. Our income (expense), net consists primarily of foreign exchange gains and losses.
Income taxes
Our provision for (benefit from) income taxes consists primarily of provision for federal taxes and local taxes in the United States as well as foreign taxes. As we plan to expand the scale and scope of our international business activities, any changes in the United States and foreign taxation of such activities may increase our overall provision for income taxes in the future.
Results of operations
Comparison of the year ended December 31, 2023 and 2022
The results of operations presented below should be reviewed in conjunction with the consolidated financial statements and related notes included elsewhere in this Annual Report on Form 10-K.
71
Table of Contents
The following table sets forth our consolidated results of operations and comprehensive (loss) income data for the periods presented:
| Year ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | |||||
| Revenue, net: | |||||||
| Product | $ | 156,717 | $ | 148,600 | |||
| Service | 36,298 | 15,436 | |||||
| Total revenue, net | 193,015 | 164,036 | |||||
| Cost of sales: | |||||||
| Product | 65,327 | 49,955 | |||||
| Service | 18,262 | 13,107 | |||||
| Total cost of sales | 83,589 | 63,062 | |||||
| Gross profit | 109,426 | 100,974 | |||||
| Operating expenses: | |||||||
| Research and development | 44,151 | 34,858 | |||||
| Sales and marketing | 49,148 | 33,230 | |||||
| General and administrative | 43,972 | 34,690 | |||||
| Total operating expenses | 137,271 | 102,778 | |||||
| Loss from operations | (27,845) | (1,804) | |||||
| Other income, net | |||||||
| Interest expense | (2,071) | (2,573) | |||||
| Interest income | 6,413 | 4,619 | |||||
| Other income, net | 7,794 | 1,018 | |||||
| Total other income, net | 12,136 | 3,064 | |||||
| (Loss) income before income taxes | (15,709) | 1,260 | |||||
| Benefit from income taxes | (3,561) | (1,224) | |||||
| Net (loss) income | (12,148) | 2,484 | |||||
| Foreign currency translation adjustment, net of tax | (549) | (1,611) | |||||
| Unrealized (loss) gain on marketable securities | (29) | 17 | |||||
| Net comprehensive (loss) income | $ | (12,726) | $ | 890 |
Total revenue, net
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Revenue, net | |||||||||||||||
| Product | $ | 156,717 | $ | 148,600 | $ | 8,117 | 5 | % | |||||||
| Service | 36,298 | 15,436 | 20,862 | 135 | % | ||||||||||
| Total revenue, net | $ | 193,015 | $ | 164,036 | $ | 28,979 | 18 | % |
Total revenue, net increased by $29.0 million, or 18%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. Revenue growth reflects steady revenue from sales of the Cytek Aurora and Cytek Northern Lights systems, an increase in revenue from sales of the Aurora CS system and revenue from the acquired FCI Business. Revenue from the acquired FCI Business was $28.7 million for the year ended December 31, 2023.
Product revenue increased by $8.1 million, or 5%, to $156.7 million, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase was driven by revenue contribution from the FCI Products, along with steady demand for the Cytek Aurora and Northern Lights systems and an increase in sales of the Aurora CS system.
72
Table of Contents
Service revenue increased by $20.9 million, or 135%, to $36.3 million, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase in service revenue was mainly driven by continued growth in the instruments installed base with more instruments coming off warranty and the addition of the FCI Business.
Total cost of sales, gross profit and gross margin
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Cost of sales: | |||||||||||||||
| Product | $ | 65,327 | $ | 49,955 | $ | 15,372 | 31 | % | |||||||
| Service | 18,262 | 13,107 | 5,155 | 39 | % | ||||||||||
| Total cost of sales | $ | 83,589 | $ | 63,062 | $ | 20,527 | 33 | % | |||||||
| Gross profit | $ | 109,426 | $ | 100,974 | $ | 8,452 | 8 | % | |||||||
| Gross margin | 57 | % | 62 | % |
Total cost of sales increased by $20.5 million, or 33%, for the year ended December 31, 2023 as compared to the year ended December 31, 2022. The increase in cost of sales was driven by increases in product and service revenue, primarily due to more instruments shipped, increased material costs, and increased service and manufacturing headcount and associated personnel cost.
Total gross profit margin was 57% and 62% as a percent of total revenue for the year ended December 31, 2023 and 2022, respectively. Gross profit margin depends on many factors, including market conditions that might affect our pricing; services; product mix changes between instrument configurations; excess and obsolete inventories; our cost structure for manufacturing operations relative to volume, freight costs and product support.
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Product: | |||||||||||||||
| Revenue | $ | 156,717 | $ | 148,600 | $ | 8,117 | 5 | % | |||||||
| Cost of sales | 65,327 | 49,955 | 15,372 | 31 | % | ||||||||||
| Product gross profit | $ | 91,390 | $ | 98,645 | $ | (7,255) | (7) | % | |||||||
| Gross margin | 58 | % | 66 | % | |||||||||||
| Service: | |||||||||||||||
| Revenue | $ | 36,298 | $ | 15,436 | $ | 20,862 | 135 | % | |||||||
| Cost of sales | 18,262 | 13,107 | 5,155 | 39 | % | ||||||||||
| Service gross profit | $ | 18,036 | $ | 2,329 | $ | 15,707 | 674 | % | |||||||
| Gross margin | 50 | % | 15 | % |
Product revenue for the year ended December 31, 2023 increased by 5%, as compared to the year ended December 31, 2022. Product gross profit for the year ended December 31, 2023 decreased by 7%, as compared to the year ended December 31, 2022. Product cost of sales for the year ended December 31, 2023 increased by 31% as compared to the same period in 2022. The lower product gross margins in the year ended December 31, 2023 compared to the year ended December 31, 2022 were driven primarily by higher material costs and by less favorable instrument product mix following the FCI Acquisition.
Service revenue and service gross profit for the year ended December 31, 2023 increased by 135% and 674%, respectively, as compared to the year ended December 31, 2022. Service cost of sales for the year ended December 31, 2023 increased by 39% as compared to the same period in 2022. The higher service gross margins in the year ended December 31, 2023 compared to the year ended December 31, 2022 were mainly driven by continued growth in the instruments installed base with more instrument coming off warranty and the addition of the FCI Business.
73
Table of Contents
Operating expenses
Research and development
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Research and development | $ | 44,151 | $ | 34,858 | $ | 9,293 | 27 | % |
Research and development expenses were $44.2 million for the year ended December 31, 2023 as compared to $34.9 million for the year ended December 31, 2022. The increase of $9.3 million in research and development expenses was primarily due to an increase of $8.8 million in headcount and personnel-related expenses, including stock-based compensation increase of $1.6 million. This was primarily due to increased headcount from the FCI Acquisition.
The increase in research and development expenses for the year ended December 31, 2023 was primarily driven by costs relating to the FCI Business. We expect our research and development expense to increase in absolute dollars as we continue to develop new products and enhance existing instruments and technologies.
Sales and marketing
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Sales and marketing | $ | 49,148 | $ | 33,230 | $ | 15,918 | 48 | % |
Sales and marketing expenses were $49.1 million for the year ended December 31, 2023 as compared to $33.2 million for the year ended December 31, 2022. The increase of $15.9 million in sales and marketing expenses was primarily due to an increase in headcount, commissions, and personnel-related expenses of $11.6 million, including $0.9 million stock-based compensation, an increase of $3.0 million in trade shows and other sales and marketing costs, and an increase of $1.5 million in fixed assets and intangible asset amortization costs. This was primarily due to increased headcount from the FCI Acquisition.
We expect our sales and marketing expenses to increase in absolute dollars as we hire additional sales and marketing personnel, expand our sales support infrastructure and invest in our brand and product awareness to further penetrate the United States and the international markets.
General and administrative
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| General and administrative | $ | 43,972 | $ | 34,690 | $ | 9,282 | 27 | % |
General and administrative expenses were $44.0 million for the year ended December 31, 2023 as compared to $34.7 million for the year ended December 31, 2022. The increase of $9.3 million in general and administrative expenses was primarily due to an increase of $5.7 million in general corporate personnel-related costs, including an increase of $2.6 million in stock-based compensation and other payroll costs, and $3.0 million of other outside service increase and related acquisition expense.
We expect to continue to incur additional general and administrative expenses as a result of operating as a public company, including expenses related to compliance with the rules and regulations of the SEC and the Nasdaq Stock Market, additional insurance costs, investor relations activities and other administrative and professional services. As a result, we expect general and administrative expenses to increase in absolute dollars in future periods.
Interest expense
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Interest expense | $ | (2,071) | $ | (2,573) | $ | 502 | (20) | % |
Interest expense was $2.1 million for the year ended December 31, 2023 as compared to $2.6 million for the year ended December 31, 2022. The decrease was mainly due to the accretion of the present value discount related to the settlement agreement with Becton, Dickinson and Company (“BD”). See Note 11 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for further details.
74
Table of Contents
Interest income
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Interest income | $ | 6,413 | $ | 4,619 | $ | 1,794 | 39 | % |
Interest income was $6.4 million and $4.6 million for the year ended December 31, 2023 and 2022, respectively. The increase of $1.8 million in interest income was the result of higher interest earned on our cash and cash equivalents and short term investment due to an increase in interest rates, as compared to the year ended December 31, 2022.
Other income, net
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Other income, net | $ | 7,794 | $ | 1,018 | $ | 6,776 | 666 | % |
Other income, net was $7.8 million for the year ended December 31, 2023 as compared to other income, net of $1.0 million for the year ended December 31, 2022, respectively. The increase of $6.8 million was primarily from short-term investment income increase during the year ended December 31, 2023.
Income Taxes
| Year ended December 31, | Change | ||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| (In thousands, except percentages) | 2023 | 2022 | Amount | % | |||||||||||
| Benefit from income taxes | $ | (3,561) | $ | (1,224) | $ | (2,337) | 191 | % |
Benefit from income tax was $3.6 million for the year ended December 31, 2023. The benefit for income tax was $1.2 million for the year ended December 31, 2022. The net change of $2.3 million for the year ended December 31, 2023 was the result of a loss in 2023 compared to profit in 2022.
Non-GAAP Financial Measure
To supplement our consolidated financial statements presented in accordance with generally accepted accounting principles, we use constant currency revenue, which is a non-GAAP financial measure. We believe the presentation of revenue on a constant currency basis, in addition to results reported in accordance with accounting principles generally accepted in the United States of America (“GAAP”), provides useful information about our operating performance because the constant currency presentation excludes the effects of foreign currency volatility and highlights our core operating results. The presentation of revenue on a constant currency basis should be considered in addition to, but not as a substitute for, measures of financial performance reported in accordance with GAAP. Revenue on a constant currency basis, as we present it, may not be comparable to similarly titled measures used by other companies.
The FX Impact is calculated as the difference between the current year amounts and the current year amounts translated at prior period average exchange rates. The FX Impact % represents the percentage change on a period-over-period basis adjusted for foreign currency impacts.
The following table presents a reconciliation of constant currency revenue to our reported net revenue for the periods indicated (in thousands, except percentages):
| Revenue | Year ended December 31, 2023 | Year ended December 31, 2022 | |||
|---|---|---|---|---|---|
| As reported | 193,015 | 164,036 | |||
| Non-GAAP constant currency | 193,697 | 171,793 | |||
| FX Impact [$] | 682 | 7,757 | |||
| FX Impact [%] | 0.4 | % | 4.7 | % |
Liquidity and capital resources
Overview
To date, our primary sources of capital have been through sales of our securities and revenue from the sale of our products and services. As of December 31, 2023 and December 31, 2022, we had approximately $262.7 million and $344.0
75
Table of Contents
million, respectively, in cash and cash equivalents and short term investments, which were primarily held in U.S. short-term bank deposit accounts, money market funds, U.S. Treasury notes, Federal agency security notes, and short term commercial paper.
Funding and material cash requirements
We anticipate continuing to expend significant amounts of cash in the foreseeable future as we continue to invest in research and development of our product offerings, commercialization of new products and services, and expansion into new markets. Our future capital requirements will depend on many factors including our revenue, research and development efforts, the timing and extent of additional capital expenditures to invest in existing and new facilities, as well as our manufacturing operations, the expansion of sales and marketing and the introduction of new products. We have entered into, and may in the future enter into, arrangements to acquire or invest in businesses, services and technologies, and any such acquisitions or investments could significantly increase our capital needs.
We currently anticipate making additional capital expenditures during the next 12 months, which is expected to primarily include equipment to be used for manufacturing and investment in research and development.
In addition, we lease certain office facilities under operating lease arrangements that expire on various dates through fiscal year 2029. Under the terms of the leases, we are responsible for certain expenses related to operations, maintenance, repairs and management fees. Future minimum lease payments under non-cancelable operating leases totaled $12.7 million as of December 31, 2023.
Based on our current business plan, we believe our existing cash and cash equivalents and anticipated cash flows from operations will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months from the date of this Annual Report on Form 10-K.
Sources of liquidity
We have financed our operations primarily through sales of our securities. In July 2021, we completed our IPO, which resulted in net proceeds to us of approximately $215.7 million. We have also benefited from operating cash flows from the sale of our products and services.
On August 26, 2022, we entered into a sales agreement (the “Sales Agreement”) with Piper Sandler & Co. (“Piper”) as sales agent to sell from time to time up to $150 million of our common stock through an “at the market” offering program. To date, we have not made any sales of common stock pursuant to the Sales Agreement. The securities in this transaction were offered pursuant to an automatic shelf registration statement on Form S-3ASR (File No. 333-267118) that was filed with the SEC on August 26, 2022.
Share repurchases
On May 17, 2023, the Board approved a program for our repurchase of up to an aggregate of $50 million of our outstanding common stock. During the three months ended December 31, 2023, we repurchased 5,332,769 shares of our outstanding common stock for a total cost of approximately $34.6 million at an average price per share of $6.49. During the twelve months ended December 31, 2023, we repurchased 6,613,780 shares of our outstanding common stock for a total cost of approximately $44.0 million at an average price per share of $6.66. The repurchase program was used to return capital to shareholders and to minimize the dilutive impact of stock options and other share-based awards. The repurchased shares of common stock were retired. The repurchase program expired on December 31, 2023. The commissions costs related with the share repurchases were $0.1 million for both the three months and twelve months ended December 31, 2023.
On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into law. Among other things, the IRA imposes a 15% corporate alternative minimum tax for tax years beginning after December 31, 2022, levies a 1% excise tax on net stock repurchases after December 31, 2022, and provides tax incentives to promote clean energy. Beginning in 2023, net stock repurchases are subject to the excise tax. As of December 31, 2023, we have accrued $0.3 million excise taxes related with our stock repurchases.
76
Table of Contents
Cash flows
The following table summarizes our cash flows for the periods presented:
| Year ended December 31, | |||||||
|---|---|---|---|---|---|---|---|
| (In thousands) | 2023 | 2022 | |||||
| Net cash provided by (used in): | |||||||
| Operating activities | $ | 5,281 | $ | (12,231) | |||
| Investing activities | (93,894) | (55,909) | |||||
| Financing activities | (41,812) | 5,513 | |||||
| Effect of exchange rate changes on cash, cash equivalents and restricted cash | (1,445) | (2,491) | |||||
| Net decrease in cash, cash equivalents and restricted cash | $ | (131,870) | $ | (65,118) |
Operating activities
Net cash provided by operating activities for the year ended December 31, 2023 was $5.3 million including net loss of $12.1 million. We also incurred non-cash stock-based compensation expense, depreciation and amortization, amortization of right-of-use assets, interest expenses for accretion of the legal settlement liabilities and provision for excess and obsolete inventory of $22.0 million, $6.0 million, $3.2 million, $1.6 million, and $1.5 million, respectively. We had gain on investment accretion and amortization of $6.7 million. Cash provided included an increase in deferred revenue of $6.5 million, a decrease of inventories of $4.3 million and an increase in accrued expenses and other liabilities of $0.7 million. This was partially offset by an increase of trade accounts receivable of $7.3 million, an increase in prepaid expenses and other assets of $9.5 million, a decrease in the legal settlement liability of $0.3 million, and a decrease of operating lease liabilities of $3.1 million, and a decrease of trade accounts payables of $1.8 million.
Net cash used in operating activities for the year ended December 31, 2022 was $12.2 million including net income of $2.5 million. We also incurred non-cash stock-based compensation expense, depreciation and amortization, amortization of right-of-use assets, and interest expenses for accretion of the legal settlement liabilities of $16.6 million, $2.5 million, $3.2 million, and $2.2 million, respectively. Usage of cash included an increase of inventories of $17.7 million, an increase of trade accounts receivable of $19.7 million due to an increase in sales, and an increase in prepaid expenses and other assets of $19.4 million. This was partially offset by an increase of trade accounts payables of $1.9 million, an increase in deferred revenue of $9.4 million, an increase in accrued expenses and other liabilities of $7.5 million and an increase in the legal settlement liability of $0.4 million.
Investing activities
Net cash used in investing activities during the year ended December 31, 2023 was $93.9 million driven by purchases of marketable securities of $175.9 million, the purchase of the FCI Business of $44.9 million, purchases of property and equipment of $4.6 million, purchase of intangible assets of $0.2 million, and payment of investments in Japan of $0.2 million, partially offset by proceeds from maturities of marketable securities of $132.0 million.
Net cash used in investing activities during the year ended December 31, 2022 was $55.9 million driven by purchases of marketable securities of $44.5 million, purchases of property and equipment of $9.9 million, and payment of investments of $1.6 million.
Financing activities
Net cash used in financing activities during the year ended December 31, 2023 was $41.8 million driven by $44.2 million of costs related to our share repurchase program, $0.6 million in loan repayment costs and payments for taxes related to net share settlement of equity awards of $0.4 million, partially offset by the issuance of our common stock under our equity incentive plans of $1.5 million and the issuance of our common stock under our Employee Stock Purchase Plan of $1.9 million.
Net cash provided by financing activities during the year ended December 31, 2022 was $5.5 million driven by proceeds from a loan of $2.9 million and issuance of our common stock under our equity incentive plans.
Contractual Obligations and Commitments
During the year ended December 31, 2023, there were no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition” which is contained in our Form 10-K and filed with the SEC on March 1, 2023.
77
Table of Contents
Off-balance sheet arrangements
We did not have during the periods presented, and we do not currently have, any off-balance sheet financing arrangements or any relationships with unconsolidated entities or financial partnerships, including entities sometimes referred to as structured finance or special purpose entities, that were established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes.
Critical accounting policies, significant judgments and use of estimates
We have prepared our consolidated financial statements in accordance with GAAP. Our preparation of these consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, revenue, expenses, and related disclosures. We evaluate our estimates and judgments on an ongoing basis. We based our estimates on our historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources.
Actual results could therefore differ materially from these estimates under different assumptions or conditions. We believe that the accounting policies discussed below are critical to understanding our historical and future performance, as these policies relate to the more significant areas involving management’s judgments and estimates.
While our significant accounting policies are described in Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K, we believe that the following accounting policies are the most critical to understanding and evaluating our reported consolidated financial results.
Revenue recognition
Our product revenue primarily consists of sale of our instruments, instrument accessories, such as loaders and, to a lesser extent, consumables such as reagents. We offer multiple versions of our instruments with different price points based on the number of lasers integrated in the systems. We also derive revenue from sales of our conventional flow cytometry system, which is available for sale in China. We recognize product revenue when control of the instrument is transferred to the customer.
Our service revenue consists of post-warranty service contracts, preventative maintenance plans, repairs, installation and quality check, customer training and other specialized product support services. We recognize service contract revenue ratably over the term of the contract and other service obligations as they are performed. Revenue is recognized when control of promised goods or services is transferred to a customer in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To determine revenue recognition for its arrangements with customers, we perform the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation.
A performance obligation is a promise in a contract to transfer a distinct good or service to the customer and is defined as the unit of account for revenue recognition under the contract with customers guidance. Performance obligations are considered distinct if they are both capable of being distinct, and distinct within the context of the contract. The Company identified the following performance obligations in the contracts: product sales of instrument systems, installation on instrument systems, delivery of instrument accessories such as loaders, consumables, reagents, extended service contracts and professional services revenue for post-warranty service contracts, preventative maintenance plans, repairs, installations, training, time and material services and other specialized support services. A good or service is distinct when the customer can benefit from the good or service either on its own or together with other resources that are readily available from third parties or from the Company, and is distinct in the context of the contract, where the transfer of the good or service is separately identifiable from other promises in the contract.
Payments from customers are in arrears. For arrangements where the anticipated period between timing of transfer of services and the timing of payment is one year or less, we have elected to not assess whether a significant financing component exists. For arrangements with terms greater than one year, payments are received up-front and are for reasons other than financing. Revenue is recognized only to the extent that it is probable that a significant reversal of the cumulative amount recognized will not occur in future periods.
Certain of our sales contracts involve the delivery or performance of multiple products and services within contractually binding arrangements. Significant judgment is sometimes required to determine the appropriate accounting for such arrangements, including whether the deliverables specified in a contract with multiple promises should be treated as separate performance obligations for revenue recognition purposes and, if so, how the related sales price should be allocated among the performance obligations, when to recognize revenue for each performance obligation, and the period
78
Table of Contents
over which revenue should be recognized. For most of our performance obligations, we have established the stand-alone selling prices (“SSP”) as a range rather than a single value, based on standalone sales of products. We allocate revenue to the performance obligations based on their relative standalone selling prices SSP.
Taxes, such as sales, value-add and other taxes, collected from customers concurrent with revenue generating activities and remitted to governmental authorities are not included in revenue. Shipping and handling costs associated with outbound freight are accounted for as a fulfillment cost and are included in cost of sales.
The following describes the nature of our primary types of revenue and the revenue recognition policies and significant payment terms as they pertain to the types of transactions we enter into with our customers.
Product revenue
Our standard arrangement for sales to end users is generally a purchase order or an executed contract. Product revenue is recognized upon transfer of control of the product to the customer, which, for us, generally occurs at a point in time depending on the shipping terms. Payment terms are generally 30 to 45 days from the date of invoicing.
Our distributor arrangements with our customers include a purchase order. The purchase order is governed by terms and conditions of the distributor agreements. Revenue is recognized upon transfer of control of the products to the distributor, which for us, occurs at a point in time depending on the shipping terms.
Service revenue
Our services are primarily a mix of service contracts, installation services, and time and material-based repair and support. We recognize revenue from the sale of service contracts over the respective period, while revenue on product support is recognized as the services are performed. Service contracts are typically between one and three years. Payment terms are generally 30 days from the date of invoicing. Installation revenue is recognized upon completion of the installation, which, for us, occurs at a point in time.
Inventories
Inventories are stated at the lower of cost and net realizable value. Cost is computed using standard cost, which approximates actual cost on a first-in, first-out basis. We regularly monitor inventory quantities on hand and record write-downs for excess and obsolete inventories based on our estimate of demand for our products, potential obsolescence of technology, product life cycles, and whether pricing trends or forecasts indicate that the carrying value of inventory exceeds its estimated selling price. These factors are impacted by market and economic conditions, technology changes, and new product introductions and require estimates that may include elements that are uncertain. Our estimates of forecasted demand are based upon our analysis and assumptions including, but not limited to, expected product lifecycles, product development plans and historical usage by product. If inventory is written down, a new cost basis is established that cannot be increased in future periods.
Contract assets and contract liabilities
Contract assets are recorded when the amount of revenue recognized exceeds the amount invoiced to the customer and the right to payment is not solely subject to the passage of time. As of December 31, 2023 and 2022, we had immaterial amounts of contract assets included within prepaid expenses and other current assets on the consolidated balance sheets.
Contract liabilities consist of fees invoiced or paid by our customers for which the associated services have not been performed and revenue has not been recognized based on our revenue recognition criteria described above. Such amounts are reported as deferred revenue for service and customer deposits for instruments on the consolidated balance sheets. Deferred revenue that is expected to be recognized during the following 12 months is recorded as a current liability and the remaining portion is recorded as noncurrent.
Business Combinations
The Company uses the acquisition method of accounting under ASC 805, Business Combinations. Each acquired company’s operating results are included in the Company's consolidated financial statements starting on the date of acquisition. The purchase price is equivalent to the fair value of consideration transferred. Tangible and identifiable intangible assets acquired and liabilities assumed as of the date of acquisition are recorded at the acquisition date fair value. Goodwill is recognized for the excess of purchase price over the net fair value of assets acquired and liabilities assumed.
Amounts allocated to assets and liabilities are based upon their fair values. Such valuations require management to make significant estimates and assumptions, especially with respect to the identifiable intangible assets. Management makes estimates of fair value based upon assumptions believed to be reasonable and that of a market participant. These estimates are based on historical experience and information obtained from the management of the acquired companies and
79
Table of Contents
the estimates are inherently uncertain. The separately identifiable intangible assets generally include developed technology, customer relationships, trade names, and reagent licenses.
Goodwill and intangible assets
We recognize goodwill in accounting for business combinations based on the amount by which the total consideration transferred, exceeds the fair value of identifiable assets acquired and liabilities assumed. Identifiable intangible assets other than goodwill are primarily comprised of patents and trademarks which amortize on a straight-line basis over an assigned useful life based on management’s estimate of the period the asset is expected to contribute to future cash flows.
We assess our goodwill and indefinite-lived intangible assets for impairment at least annually in the fourth quarter, or more frequently if factors indicate impairment may exist. Our qualitative goodwill impairment analysis consists of assessing whether any events or circumstances listed in ASC 350-20-35-3A (“triggering events”) existed or occurred in the year under review to the date of the financial statements. The qualitative analysis assesses macroeconomic conditions, market, and industry considerations, change in cost factors, overall company financial performance, and any events affecting the reporting unit. Based on the qualitative analysis results, we determined that it is more likely than not that the fair values of the reporting unit exceed the carrying value and that no triggering events were noted that would require a quantitative impairment assessment in the fiscal year.
Stock-based compensation
We maintain an equity incentive compensation plan under which incentive stock options and nonqualified stock options to purchase common stock, and restricted stock units for common stock, are granted primarily to employees and non-employee consultants.
Stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the vesting period. The fair value of stock options is estimated using the Black-Scholes option pricing model. We record forfeitures as they occur.
The Black-Scholes model considers several variables and assumptions in estimating the fair value of stock- based awards. These variables include the per share fair value of the underlying common stock, exercise price, expected term, risk-free interest rate, expected annual dividend yield and expected stock price volatility over the expected term. For all stock options granted, we calculated the expected term using the simplified method for standard stock option awards. After our IPO, the fair value of our common stock is determined by the closing price of our common stock on the date of grant as reported on the Nasdaq Global Select Market. The risk-free interest rate is based on the yield available on U.S. Treasury zero-coupon issues similar in duration to the expected term of the equity-settled award.
The following table summarizes the weighted-average assumptions used in estimating the fair value of stock options granted during each of the periods presented:
| Year Ended December 31, | ||||||||
|---|---|---|---|---|---|---|---|---|
| 2023 | 2022 | 2021 | ||||||
| Expected term (in years) | 5.96 | 5.91 | 6.05 | |||||
| Expected volatility | 71 | % | 75 | % | 90 | % | ||
| Risk-free interest rate | 4 | % | 2 | % | 1 | % | ||
| Dividend yield | — | — | — |
Expected volatility—Expected volatility is estimated by studying the volatility of selected industry peers deemed to be comparable to our business corresponding to the expected term of the awards.
Expected term—Expected term represents the period that our stock-based awards are expected to be outstanding and is determined using the simplified method.
Risk-free interest rate—The risk-free interest rate is based on the U.S. Treasury zero-coupon issued in effect at the time of grant for periods corresponding with the expected term of the option.
Dividend yield— The expected dividend yield is zero as we have never declared or paid cash dividends and have no current plans to do so in the foreseeable future.
Recently adopted accounting pronouncements
See Note 2 to our consolidated financial statements included elsewhere in this Annual Report on Form 10-K for a description of recent accounting pronouncements applicable to our financial statements.
80
Table of Contents