Hello, thank you for standing by. Welcome to Cytek Biosciences conference call. At this time, all participants are in listen only mode. After the speaker's presentation, there will be a question and answer session. To ask the question during the session, you will need to press star one one on your telephone. You will then hear an automated message advising your hand is raised. To withdraw your question, please press star one one again. I would now like to turn the conference over to your speaker for today, Dr. Wenbin Jiang, CEO. You may begin, sir. Thank you for joining our call to discuss Cytek's acquisition of the flow cytometry business from Luminex Corporation. Luminex will continue to be owned by DiaSorin of Saluggia, Italy. I want to remind everyone listening today that we will be making forward-looking statements as part of this presentation. These forward-looking statements are associated with a number of risks and uncertainties that could cause actual results to differ materially from currently anticipated results. Please read this statement to learn more about these risks and uncertainties. I want to start by reviewing the overarching corporate goals we have at Cytek, which guide our key decision-making and operations. I'm pleased to say that the acquisition we are announcing today supports all of these goals, as I think you will see in the next few minutes. One distinguishing feature about Cytek compared to many other companies in our industry is that we are cash flow positive and profitable. We are committed to maintaining that performance. This objective affects all of our decision-making, including when we consider acquisitions. The Luminex flow cytometry acquisition will be accretive to our revenue in 2023, and we expect it will be accretive to our EBITDA in 2024. More importantly, the technology and the global presence we are acquiring will contribute to Cytek's Full Spectrum Profiling products, Aurora and Northern Lights, and are expected to help increase their sales and profitability. Part of attaining profitability is to use capital smartly and productively, and to run our operations efficiently. The acquisition meets both of those objectives as we are acquiring business lines, having a number of opportunities to make those operations more efficient and productive as they are integrated into Cytek. To help support the new features and performances of Cytek instruments. The acquisition will also enhance our execution speed by providing us with access to greater technological capabilities, a larger global footprint, and improved operational effectiveness, as you will see in a moment. Overall, of course, our goal is to create value for our shareholders, and we believe that any acquisition that meets as many of these criteria as does the Luminex flow cytometry business deal is a smart acquisition that creates both immediate and long-term value for Cytek shareholders. I'm excited to share with you today's news that Cytek has signed an agreement to acquire the flow cytometry business from Luminex, including the Amnis and the Guava product lines. Before getting into the details of this acquisition, I want to share the high-level rationale for Cytek's purchase of the Luminex flow cytometry business. It is about scale and the synergies in a business segment Cytek knows very well. There is a high level of synergy between Luminex flow cytometry business and the Cytek's FSP-focused business model, which will help us with the integration of the acquisition and facilitate making the most of the benefits the transaction can bring. One of those benefits is an immediate and a significant expansion in Cytek's global footprint in the individual and the entry-level segment of flow cytometry, which we expect will create important new revenue opportunities for Cytek's products. The acquisition also offers significant synergies in the go-to-market and service functions, where we expect to see improvements in the efficiency of these operations. Similarly, we believe Luminex flow cytometry business presence in both the entry-level markets and in research areas where Cytek currently does not have a major presence can support Cytek's penetration with our FSP instruments. The important technologies being acquired, including cellular imaging, artificial intelligence, and microcapillary fluidics embedded in Luminex flow cytometers will benefit Cytek's product lines as we bring up imaging capability on Cytek cell sorters. Finally, the financial benefits to the transaction include an increase in Cytek's operating leverage and an accretion in revenue from both the acquired product lines and the acceleration of Cytek FSP product sales. As mentioned in earlier slides, the benefits of this acquisition fall into four broad categories. First, technology. Second, expansion of our global scale. Third, operational efficiencies. Fourth, financial benefits which derive from the first three. Now let's get into some of the details. Starting with technology, Cytek is acquiring the powerful imaging technology being used in the Luminex Amnis product line. This technology will enable Cytek to provide enhanced capabilities to our customers, allowing the study of spatial characteristics of single cells, movements of proteins inside cells, cell-to-cell interactions, and other powerful capabilities. These functions will extend the capabilities of Cytek's family of instruments on top of the high dimensional phenotyping and Full Spectrum Profiling our instruments already provide. These new capabilities will extend the performance advantage Cytek already has over other flow cytometry providers, further solidifying Cytek as the flow cytometry provider of choice. We will have the ability to integrate Cytek FSP cell sorting technology with the Amnis imaging technology leading to an imaging sorter, thus extending the performance of the product line and bringing new capabilities to our customers who will be able to sell source cells for downstream cell culturing and further analysis with extra spatial information. From Amnis, we are obtaining a powerful artificial intelligence platform for image processing. This AI platform has the ability to learn to recognize cell clusters and the types of cells as it gains experience over time. The AI platform also enables computer-aided tagging of unique cell populations and the classification of cell clusters based on deep neural network models. Artificial intelligence and automated image processing and analysis techniques are increasingly being adopted in pharma and biotech companies for drug development. Molecular labs in these companies will increasingly use artificial intelligence for high dimensional data analysis and visualization of multiple assets to support the design of molecules, and will strengthen Cytek's bioinformatics platform, one of our four business pillars. From the Guava instrument line comes microcapillary fluidics technology for cell counting and viability, cell health, and phenotyping. That can translate into better profitability. In combination with its manual-driven utility, offer simplicity of use for our users, enabling Cytek to penetrate into a market segment underserved today. All of these technologies create new product possibilities, new performance capabilities for our customers, and new revenue opportunities for Cytek. In addition to technology, our acquisitions of the Luminex flow cytometry business will give Cytek an immediate and significant expansion in our global commercial presence. We expect this to translate directly into increased sales for Cytek's FSP products. First, we expect our international commercial teams will be expanded by 50% in China and the rest of Asia-Pacific, and by over 80% in Europe, the Middle East, and Africa. I want to emphasize that these are not just everyday sales and the technical applications people. These are qualified flow cytometry experts with a deep understanding of the science behind the flow cytometry and how it can contribute to the advancement of research and clinical use in numerous different applications. It will take us many years to build such a team organically. Next, we are acquiring a large and loyal customer base that has taken years for Luminex and Guava to build. With an installed base of over 7,000 in-units at more than 1,500 active customers in more than 70 countries around the world. This commercial presence is larger on all these dimensions than Cytek's current global footprint, and will therefore immediately and dramatically expand our presence worldwide. It is worth noting that the 7,000 installed base by Amnis and Guava constitute a meaningful percentage of what is estimated to be a total installed base of 50,000 flow cytometers worldwide by all manufacturers. Overall, we believe this much larger global footprint will accelerate sales for Cytek's Aurora and Northern Lights lines, along with their accompanying consumables and service components. One of the opportunities available to Cytek from this acquisition is to increase the gross margin in our service and support business. Historically, gross margins in this business have been less than their long-term potential, in large part because of the large distances our team members must cover to reach customer locations. Solving this problem offers significant upside potential for Cytek's service margins and profitability. The addition of Amnis and Guava to Cytek's family quadruples the number of units at customer locations, giving us an immediately larger installed base and creating an opportunity to make the service business more profitable. The significant increase in the total installed base means that our service and support personnel will spend less time on the road and can devote more time to equipment service and technical support, as well as servicing more machines on each visit on average. All of this will translate into more efficient and effective instrument service and higher service growth margins for Cytek. We also believe it better positions Cytek for future expansion into the use of flow cytometry for clinical applications, both internationally as well as in the U.S., after we achieve our 510(k) approval from the US FDA. We believe the Amnis and Guava lines have an outstanding fit with Cytek's existing product lines. First, in broad terms, the Guava instruments extend our core products to include personal and entry-level machines offering manual-driven utility. Because of their market positioning, these Guava instruments will expand Cytek's reach into a market segment that is underserved by Aurora and the Northern Lights instruments, which we believe will open doors for more sales of Aurora and the Northern Lights systems. As I mentioned before, the Amnis line offers the ability to apply its imaging technology to Cytek's FSP products, particularly Aurora, further extending its capabilities. The integration of Cytek's sorting technology with the Amnis imaging technology will advance their applications to new areas of research. There are also the benefits of the Amnis artificial intelligence platform and the Guava's microcapillary fluidics technology I mentioned previously. We believe that the new product capabilities may also expand the existing market for flow cytometers as customers realize and develop new applications to take advantage of the enhanced technical capabilities of Cytek's instruments, in particular, the FSP instrument incorporating imaging and AI. The combination of all these technologies creates the potential for increased worldwide sales for Cytek, while simultaneously expanding our service and support footprint. This expansion in our global footprint can be seen in this slide. Looking at the donut charts on the left, you can see that revenue for both Cytek and Amnis Guava are heavily skewed toward pharma and biotech. This makes Amnis and Guava a good fit for Cytek as our demand growth is stronger in the pharma biotech segment, and our commercial team has been anticipating and preparing for more growth in that segment. Geographically, Amnis and Guava heavier representation in EMEA, will provide Cytek a better traction there, especially in our middle-range Northern Lights line, which is a key strategic goal of Cytek's. Amnis R&D and manufacturing is located in Seattle, which matches well with Cytek's bioinformatics group in the same area. The combined company will be managed out of Cytek's headquarters in Fremont, California, where we base our key manufacturing operations. With both the US-based and the international manufacturing locations, the combined company may insulate against the challenges in any one geographic site. By now, I think you can tell that we are quite excited to acquire the Luminex flow cytometry business. I want to return to this slide, which I showed you a few minutes ago, because I think it provides a good summary of the benefits Cytek expects to realize from this transaction. Because of the high synergy of these product lines to Cytek's FSP instruments and the business model, we believe our integration process will be smooth and successful. We believe the additional research capabilities we are acquiring will be directly relevant to accelerate the continued advancement of Cytek's FSP technologies. With an immediate and a substantial expansion in Cytek's global footprint in flow cytometry, we expect important new revenue opportunities for Cytek's FSP products, Aurora and the Northern Lights. The acquisition also offers significant synergies in the go-to-market and service functions, where we expect to see improvements in the efficiency of these operations. Similarly, we believe Amnis and Guava's presence in entry-level markets and in research areas where Cytek currently does not have a major presence, can support Cytek's penetration with our FSP instruments. There are important technologies being acquired that can benefit Cytek's products, as well as the creation of a new product line in imaging sorting from the combination of Cytek sorting technology with the Amnis imaging technology. Very importantly, in financial terms, we expect Cytek to show an increase in operating leverage from this acquisition as our fixed costs are spread over a larger revenue base enabled by this acquisition. While we believe Cytek is definitely the right home for the Luminex product lines, part of our integration process will be to rationalize a portion of the product lines we are acquiring. We also expect to carry out new product development as part of leveraging the technology we are acquiring. We expect these products will accelerate future revenue growth. We expect to close the transaction within the next 30 days. We'll update you on Cytek's 2023 guidance when we report our fourth quarter and the full year 2022 results on February 28th. With cross-platform technological applications creating new revenue opportunities, a much larger global footprint accelerating sales, and operational synergies creating a more efficient, effective and a profitable service and support function, I think you can only conclude that Luminex flow cytometry business represents an outstanding acquisition for Cytek. With that, I would like to thank you again for your participation today and for giving us an opportunity to explain why we believe Luminex flow cytometry business will be an outstanding acquisition for Cytek. I will now open the call for questions. Thank you. Ladies and gentlemen, to ask the question, please press star one one on your telephone and wait for your name to be announced. To withdraw your question, please press star one one again. Please stand by while we compile the Q&A roster. Our first question comes from the line of Max Masucci with Cowen. Your line is open. Hi. Congrats on the deal. Thanks for taking the questions. You know, first on revenue synergies. As you look across the cross-platform capabilities, you know, whether it's expanded single cell spatial capabilities, you know, or preparing the cell sorter with the Amnis imaging capabilities, where do you see the largest opportunity for revenue synergies? If you're willing to provide any expectations around the timing of when any revenue synergies could be realized, that'd be great. We expect for this year, there will be immediate additional benefits on the imaging capability, which will add on top of our current business as an addition, a complementary technology to support our customer base. This is the primary benefits for this year. Over the time, of course, we do see other additional benefits when we integrate their technology into Cytek's FSP product lines. Okay, great. It looks like you're funding the acquisition of, $46 and a half million in cash. Beyond the cash consideration, are there any additional milestone-based payments included in the deal structure? No, we don't have any other. Okay. Would you be able to share how much you know, revenue the acquired businesses generated in 2022, you know, the year-over-year growth profile and just similarly, what the EBITDA margin profile, you know, of the acquired businesses looked like in 2022? I think as indicated, we are not just simply adding their revenue to Cytek. During the integration process, we are going to rationalize the product lines and determine the additional contribution to Cytek for this year. As mentioned, we are going to provide the whole year guidance for 2023, including Luminex contribution. Great. Thanks for taking the questions. Thank you. Please stand by for our next question. Our next question comes from the line of Matt Sykes with Goldman Sachs. Your line is open. Great. Thanks for taking my questions. Maybe following up on Max's question, just give us a little context about the performance of Amnis and Guava maybe the past few years. You didn't mention a year-over-year growth rate, but maybe installed base growth, some type of context we can have for the performance of the 7,000 instruments that you're inheriting. Of course, that 7,000 is built over many years, Luminex has a history much longer than Cytek. It's not coming from just one day. Along with those installed base build-up, they have accumulated many loyal customers, which we are valuing as well. With the intention, we will be able to sell more of our Full Spectrum Profiling technology into those customer base. Got it. Maybe talk a little bit, give us a little more detail on the product rationalization roadmap, any specific product lines you can call out as what will be rationalized? And then maybe from that 7,000, how should we think about sort of a more consistent run rate of an installed base that you're acquiring maybe over a multi-year period, just so we can understand sort of the rationalization strategy. I think this is basically part of the decision we are going to make during the integration stage. Okay. Just last question, you mentioned gross margin accretion over time. Can you give us sort of a timeline and maybe quantify what you think that gross margin accretion can be? This is more on the service side, because service really, as we mentioned, with regarding to how much time you spend on the road, how much time actually spend on the customer site. I think towards the end of Q3, we indicated Cytek has about 1,500 installed base. Luminex right now have 7,000. The combined installed base definitely will enable us to really rationalize, basically have a better structure with regarding to deploy our field resources to support our customers, making our service operation more efficient. Got it. Thanks. Just if I can squeeze one more in, just on reagents, is there an ability to make some of the Luminex reagents compatible with Cytek to, in order to ramp up your reagent capabilities? Or is that, would that take some time? Is this a closed system that won't allow for that in the immediate term? Luminex reagents are designed to run on Luminex Guava lines. However, the fundamental individual reagent components definitely can be shared with Cytek product lines. So we feel there are opportunities over there as well. On the other hand, it's difficult for us to gauge today, how we can do so and which we'll study during the integration stage. Got it. Thank you very much. Thank you. Please stand by for our next question. Our next question comes from the line of David Westenberg with Piper Sandler. Your line is open. Hi. Thank you for taking the question and congrats on the deal here. Can you talk a little bit about the history of the asset? I know it was acquired in 2019 and, you know, it gets resold now. I mean, what changes... I mean, what did you observe that the mistakes that maybe it happened prior to the acquisition? You know, how do you feel comfortable that, you know, it was mistakes that you witnessed and, you know, won't be making the same exact issues? I mean, why is this a clean asset this time, is kind of what I'm getting at. Thank you. I'm not sure mistake is the right word. I think it's a focus. DiaSorin, when they have acquired Luminex, so this particular business comes along. However, DiaSorin does have a different focus, direction, right? This business doesn't really fit very well within their organization. However, definitely it fits very well to Cytek overall direction in the future. Yeah, gotcha. All right. Thank you very much. I'm gonna go back. I mean, I think Max Masucci and Matt Sykes both kinda asked a similar thing on the product rationalization here. I just kinda wanna know, does this get sold as, you know, maybe maturing their customer's install base and kind of switching them out to a better flow cytometer? Is this, you know, instruments right next to each other? I mean, how does this how does this sales strategy work? I know, you know, there would be a imaging sorter in the back years, but I'm just kinda thinking about how these different products look from a sales point of view. Upgrading, or is this next to each other kind of, situation here? It can be both, right? It really depends on customer's application. As you can see, this imaging definitely is a kind of additional capability that can complement to Cytek's phenotyping focused studies. And that does provide additional features for our customers. So in that case, they can buy both. On the other hand, as you can see, we have indicated we also have intention to integrate those imaging technology into our FSP platform to enable for the both that's down the road. So there's a short-term- Got it. Near-term and the long-term Yeah. Aspects. Perfect. Can you go back to some of the manufacturing synergies that you mentioned? That's one we normally don't hear as much in terms of these kind of tools-based acquisitions. I'll take it offline from here. Definitely there are synergies with regarding to the manufacturing. As you can see, the fundamental concept of manufacturing is the same. That actually enable us to broaden, expand our sorting capability as well for, with a larger volumes overall. Many of the components can be shared between different product lines. Got it. Thank you. Thank you. Please stand by for our next question. Our next question comes from the line of Tejas Savant with Morgan Stanley. Your line is open. Hey, guys. good evening. I wanna start, Wenbin, with, sort of David earlier question there on just the historical context for the asset. I totally understand why, you know, DiaSorin does not view this as a core part of their strategy going forward. I guess the question is more around, sort of Luminex's ability to grow those Merck assets during the period of ownership in 2019, 2020, 2021, and 2022. Is there any way you can give some sort of, you know, CAGR numbers perhaps on revenue? Or if it's easier, just talk about how much of 2022 revenue, the FCI asset generated? You know, because this is asset acquisition involving basically we focus on three aspects, as we have indicated, right? One is the imaging technology. Second is AI. Third one is the capillary. Those are the technology. Second, we are aiming for the larger installed base, the customer base they have already built up over the time. That will enable Cytek to penetrate our, well, FSP products into those customer base. The third one is with regarding to the efficiency that we'll be able to generate from combining the install base for our service business. Those are the three areas of focus for Cytek. We don't really pay attention to exactly how those business have been done with the Luminex, but that's not our- Mm-hmm. Focus. We focus on the future, how they can help Cytek to grow our business. Got it. Okay. Is there, you know, to your earlier point around sort of the synergies that you foresee in combination with your existing portfolio, do you have sort of like rough timelines in mind for that sort of cell sorter plus Amnis solution? Second, can you just help us think through the value proposition or perhaps is there a risk of any cannibalization versus, say, Northern Lights? Or do you view sort of Guava and Amnis as completely distinct from even Northern Lights? We see very little cannibalization simply because actually we do have first is on the top of the line Amnis with regarding to Aurora, those are complementary, right? That's basically additional imaging capability on top of our Full Spectrum Profiling. There's no cannibalization on that aspects. Coming to the Guava. Guava focuses more on entry and menu-driven utility business. Primarily for industry QC, those type of applications do not really overlap with our current customer base. I see. Okay. Are you willing to put a number on the percentage of FCI revenues that came from reagent spend then at this point? I think overall we are going to provide a combined, new guidance during our earning release. Okay. More information at that time. Got it. Then perhaps one for you or Patrik on, you know, just your commitment to sort of that 30% overall top-line growth target. That is something that you've spoken about even in the context of next year, of 2023, that is this year. When you say that the acquisition will be accretive to the top line, do you mean so in the context of that growth rate getting faster? Or do you just mean that, you know, you'll have that sort of revenue from FCI coming in which you didn't have in 2022? Since you have mentioned Patrik, I will let Patrik answer. Yeah. The expectation, Tejas, that we should expect the top-line revenue to grow a little beyond the 30%, yes. Got it. That is on. We'll provide guidance, I think later this month. We can dig down into the detail then as well. Got it. Okay. Fair enough. That's it for me. Thank you. Thank you. I'm showing no further questions in the queue. I would now like to turn the call back to Dr. Wenbin Jiang for closing remarks. Oh, thank you. We are, as you can see, very excited about this acquisition, and stay tuned. Ladies and gentlemen, this concludes today's conference call. Thank you for your participation. You may now disconnect.