UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2019
OR
☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to .
Commission File Number: 001‑38319
QUANTERIX CORPORATION
(Exact name of registrant as specified in its charter)
|
Delaware |
20‑8957988 |
|
|
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
|
|
900 Middlesex Turnpike |
||
|
Billerica, MA |
01821 |
|
|
(Address of principal executive offices) |
(Zip Code) |
Registrant’s telephone number, including area code: (617) 301 9400
Securities registered pursuant to Section 12(b) of the Exchange Act:
|
Title of each class: |
|
Trading Symbol(s) |
|
Name of each exchange on which registered: |
|
Common Stock, $0.001 par value per share |
|
QTRX |
|
The Nasdaq Global Market |
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.
|
Large accelerated filer |
☐ |
|
Accelerated filer |
☒ |
|
Non-accelerated filer |
☐ |
|
Smaller reporting company |
☒ |
|
|
|
|
Emerging growth company |
☒ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). ☐ Yes ☒ No
As of October 31, 2019, the registrant had 28,014,764 shares of common stock, $0.001 par value per share, outstanding.
2
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. All statements other than statements of historical facts contained in this Quarterly Report on Form 10-Q are forward-looking statements. In some cases, you can identify forward-looking statements by words such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “seek,” “should,” “target,” “will,” “would,” or the negative of these words or other comparable terminology. These forward-looking statements include, but are not limited to, statements about our financial performance, and are subject to a number of risks, uncertainties and assumptions, including those described in this Quarterly Report on Form 10-Q and in “Part I, Item 1A, Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018 or other filings that we make with the Securities and Exchange Commission, or SEC. Moreover, we operate in a very competitive and rapidly changing environment, and new risks emerge from time to time. It is not possible for our management to predict all risks, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements we may make. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this Quarterly Report on Form 10-Q may not occur and actual results could differ materially and adversely from those anticipated or implied in the forward-looking statements.
You should not rely upon forward-looking statements as predictions of future events. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee that the future results, levels of activity, performance, events or circumstances reflected in the forward-looking statements will be achieved or occur. You should read this Quarterly Report on Form 10-Q, and the documents that we reference herein and have filed with the SEC, with the understanding that our actual future results, levels of activity, performance, and events and circumstances may be materially different from what we expect. We undertake no obligation to update publicly any forward-looking statements for any reason after the date of this Quarterly Report on Form 10-Q to conform these statements to new information, actual results or to changes in our expectations, except as required by law.
Unless the context otherwise requires, the terms “Quanterix,” the “Company,” “we,” “us” and “our” in this Quarterly Report on Form 10-Q refer to Quanterix Corporation and its subsidiaries. “Quanterix,” “Simoa,” “Simoa HD-1,” “SR-X,” “HD-1 Analyzer,” “SP-X” and our logo are our trademarks. All other service marks, trademarks and trade names appearing in this Quarterly Report on Form 10-Q are the property of their respective owners. We do not intend our use or display of other companies’ trade names, trademarks or service marks to imply a relationship with, or endorsement or sponsorship of us by, these other companies.
3
PART I — FINANCIAL INFORMATION
Quanterix Corporation
Condensed Consolidated Balance Sheets
(amounts in thousands, except share and per share data)
|
|
|
(Unaudited) |
|
|
||
|
|
|
September 30, 2019 |
|
December 31, 2018 |
||
|
Assets |
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
113,327 |
|
$ |
44,429 |
|
Accounts receivable (less reserve for doubtful accounts of $98 and $36 as of September 30, 2019 and December 31, 2018, respectively; including $321 and $48 from related parties as of September 30, 2019 and December 31, 2018, respectively) |
|
|
11,914 |
|
|
6,792 |
|
Inventory |
|
|
11,161 |
|
|
5,945 |
|
Prepaid expenses and other current assets |
|
|
2,297 |
|
|
2,330 |
|
Total current assets |
|
|
138,699 |
|
|
59,496 |
|
Restricted cash |
|
|
1,026 |
|
|
1,000 |
|
Property and equipment, net |
|
|
12,064 |
|
|
2,923 |
|
Intangible assets, net |
|
|
14,221 |
|
|
2,348 |
|
Goodwill |
|
|
8,961 |
|
|
1,308 |
|
Other non-current assets |
|
|
574 |
|
|
536 |
|
Total assets |
|
$ |
175,545 |
|
$ |
67,611 |
|
Liabilities and stockholders’ equity |
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
Accounts payable (including $0 and $36 to related parties as of September 30, 2019 and December 31, 2018, respectively) |
|
$ |
4,245 |
|
$ |
5,110 |
|
Accrued compensation and benefits |
|
|
5,251 |
|
|
4,449 |
|
Other accrued expenses (including $258 and $226 to related parties as of September 30, 2019 and December 31, 2018, respectively) |
|
|
3,539 |
|
|
3,129 |
|
Deferred revenue (including $62 and $33 with related parties as of September 30, 2019 and December 31, 2018, respectively) |
|
|
4,909 |
|
|
5,437 |
|
Current portion of long term debt |
|
|
75 |
|
|
— |
|
Other current liabilities |
|
|
204 |
|
|
— |
|
Total current liabilities |
|
|
18,223 |
|
|
18,125 |
|
Deferred revenue, net of current portion |
|
|
357 |
|
|
520 |
|
Long term debt, net of current portion |
|
|
7,565 |
|
|
7,623 |
|
Other non-current liabilities |
|
|
13,165 |
|
|
278 |
|
Total liabilities |
|
|
39,310 |
|
|
26,546 |
|
Commitments and contingencies (Note 10) |
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
Common stock, $0.001 par value: |
|
|
|
|
|
|
|
Authorized—120,000,000 shares as of September 30, 2019 and December 31, 2018; issued and outstanding — 27,967,713 and 22,369,036 shares as of September 30, 2019 and December 31, 2018, respectively |
|
|
28 |
|
|
22 |
|
Additional paid-in capital |
|
|
342,628 |
|
|
216,931 |
|
Accumulated other comprehensive loss |
|
|
(1,135) |
|
|
— |
|
Accumulated deficit |
|
|
(205,286) |
|
|
(175,888) |
|
Total stockholders’ equity |
|
|
136,235 |
|
|
41,065 |
|
Total liabilities and stockholders’ equity |
|
$ |
175,545 |
|
$ |
67,611 |
See accompanying notes
4
Quanterix Corporation
Condensed Consolidated Statements of Operations
(amounts in thousands, except share and per share data)
(Unaudited)
|
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
|
|||||||
|
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
|
||||
|
Product revenue (including related party activity of $321 and $43 for the three months ended September 30, 2019 and 2018, respectively, and $526 and $179 for the nine months ended September 30, 2019 and 2018, respectively) |
|
$ |
10,737 |
|
$ |
5,962 |
|
$ |
29,059 |
|
$ |
15,907 |
|
|
Service and other revenue (including related party activity of $31 and $34 for the three months ended September 30, 2019 and 2018, respectively, and $73 and $100 for the nine months ended September 30, 2019 and 2018, respectively) |
|
|
4,207 |
|
|
3,017 |
|
|
11,757 |
|
|
8,699 |
|
|
Collaboration and license revenue (including related party activity of $0 and $1,612 for the three months ended September 30, 2019 and 2018, respectively, and $0 and $2,149 for the nine months ended September 30, 2019 and 2018, respectively) |
|
|
— |
|
|
1,612 |
|
|
— |
|
|
2,149 |
|
|
Total revenue |
|
|
14,944 |
|
|
10,591 |
|
|
40,816 |
|
|
26,755 |
|
|
Costs of goods sold: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of product revenue (including related party activity of $80 and $36 for the three months ended September 30, 2019 and 2018, respectively, and $150 and $158 for the nine months ended September 30, 2019 and 2018, respectively; including stock compensation of $31 and $20 for the three months ended September 30, 2019 and 2018, respectively, and $75 and $49 for the nine months ended September 30, 2019 and 2018, respectively) |
|
|
5,513 |
|
|
3,277 |
|
|
14,217 |
|
|
8,995 |
|
|
Cost of services and other revenue (including stock compensation of $58 and $38 for the three months ended September 30, 2019 and 2018, respectively, and $175 and $121 for the nine months ended September 30, 2019 and 2018, respectively) |
|
|
2,398 |
|
|
1,719 |
|
|
6,630 |
|
|
5,021 |
|
|
Total costs of goods sold and services |
|
|
7,911 |
|
|
4,996 |
|
|
20,847 |
|
|
14,016 |
|
|
Gross profit |
|
|
7,033 |
|
|
5,595 |
|
|
19,969 |
|
|
12,739 |
|
|
Operating expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development (including stock compensation of $175 and $152 for the three months ended September 30, 2019 and 2018, respectively, and $523 and $361 for the nine months ended September 30, 2019 and 2018, respectively) |
|
|
3,924 |
|
|
4,411 |
|
|
11,792 |
|
|
11,759 |
|
|
Selling, general and administrative (including stock compensation of $1,564 and $1,657 for the three months ended September 30, 2019 and 2018, respectively, and $3,940 and $2,862 for the nine months ended September 30, 2019 and 2018, respectively) |
|
|
13,352 |
|
|
8,846 |
|
|
38,293 |
|
|
23,117 |
|
|
Total operating expenses |
|
|
17,276 |
|
|
13,257 |
|
|
50,085 |
|
|
34,876 |
|
|
Loss from operations |
|
|
(10,243) |
|
|
(7,662) |
|
|
(30,116) |
|
|
(22,137) |
|
|
Interest income (expense), net |
|
|
282 |
|
|
30 |
|
|
346 |
|
|
21 |
|
|
Other income (expense), net |
|
|
(34) |
|
|
(25) |
|
|
(149) |
|
|
(86) |
|
|
Loss before income tax |
|
|
(9,995) |
|
|
(7,657) |
|
|
(29,919) |
|
|
(22,202) |
|
|
Income tax benefit |
|
|
(125) |
|
|
— |
|
|
(81) |
|
|
— |
|
|
Net loss |
|
$ |
(9,870) |
|
$ |
(7,657) |
|
$ |
(29,838) |
|
$ |
(22,202) |
|
|
Net loss per share, basic and diluted |
|
$ |
(0.37) |
|
$ |
(0.35) |
|
$ |
(1.24) |
|
$ |
(1.01) |
|
|
Weighted-average common shares outstanding, basic and diluted |
|
|
26,627,831 |
|
|
22,070,786 |
|
|
24,102,887 |
|
|
21,917,823 |
|
See accompanying notes
5
Condensed Consolidated Statements of Comprehensive Loss
(amounts in thousands)
(Unaudited)
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
||||||||
|
|
|
2019 |
|
2018 |
|
2019 |
|
2018 |
||||
|
Net loss |
|
$ |
(9,870) |
|
$ |
(7,657) |
|
$ |
(29,838) |
|
$ |
(22,202) |
|
Other comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cumulative translation adjustment |
|
|
(1,135) |
|
|
- |
|
|
(1,135) |
|
|
- |
|
Total other comprehensive loss |
|
|
(1,135) |
|
|
- |
|
|
(1,135) |
|
|
- |
|
Comprehensive loss |
|
$ |
(11,005) |
|
$ |
(7,657) |
|
$ |
(30,973) |
|
$ |
(22,202) |
6
Quanterix Corporation
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(Unaudited)
|
|
|
Nine Months Ended September 30, |
||||
|
|
|
2019 |
|
2018 |
||
|
Operating activities |
|
|
|
|
|
|
|
Net loss |
|
$ |
(29,838) |
|
$ |
(22,202) |
|
Adjustments to reconcile net loss to net cash used in operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
2,188 |
|
|
1,020 |
|
Stock-based compensation expense |
|
|
4,713 |
|
|
3,393 |
|
Non-cash interest expense |
|
|
68 |
|
|
133 |
|
Loss on disposal of fixed assets |
|
|
24 |
|
|
— |
|
Change in fair value of preferred stock warrants |
|
|
— |
|
|
1 |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
|
(4,474) |
|
|
1,160 |
|
Prepaid expenses and other assets |
|
|
(104) |
|
|
(753) |
|
Inventory |
|
|
(3,943) |
|
|
(976) |
|
Other non-current assets |
|
|
(21) |
|
|
(33) |
|
Accounts payable |
|
|
(835) |
|
|
152 |
|
Accrued compensation and benefits, other accrued expenses and other current liabilities |
|
|
573 |
|
|
(55) |
|
Contract acquisition costs |
|
|
533 |
|
|
— |
|
Other non-current liabilities |
|
|
10,068 |
|
|
— |
|
Deferred revenue |
|
|
(604) |
|
|
(2,453) |
|
Net cash used in operating activities |
|
|
(21,652) |
|
|
(20,613) |
|
Investing activities |
|
|
|
|
|
|
|
Purchases of property and equipment |
|
|
(10,303) |
|
|
(1,397) |
|
Purchase of investments |
|
|
— |
|
|
(150) |
|
Acquisitions, net of cash acquired |
|
|
(14,529) |
|
|
(3,800) |
|
Net cash used in investing activities |
|
|
(24,832) |
|
|
(5,347) |
|
Financing activities |
|
|
|
|
|
|
|
Proceeds from sale of common stock, net of issuance costs |
|
|
— |
|
|
(53) |
|
Proceeds from stock options exercised |
|
|
2,176 |
|
|
684 |
|
Net proceeds from at-the-market offering |
|
|
48,019 |
|
|
— |
|
Net proceeds from underwritten public offering |
|
|
64,529 |
|
|
— |
|
Proceeds from ESPP purchase |
|
|
799 |
|
|
— |
|
Payments on notes payable |
|
|
(50) |
|
|
(1,930) |
|
Net cash provided by (used in) financing activities |
|
|
115,473 |
|
|
(1,299) |
|
Net increase (decrease) in cash and cash equivalents |
|
|
68,989 |
|
|
(27,259) |
|
Effect of foreign currency exchange rate on cash |
|
|
(65) |
|
|
— |
|
Cash, restricted cash, and cash equivalents at beginning of period |
|
|
45,429 |
|
|
79,682 |
|
Cash, restricted cash, and cash equivalents at end of period |
|
$ |
114,353 |
|
$ |
52,423 |
|
Supplemental cash flow information |
|
|
|
|
|
|
|
Cash paid for interest |
|
$ |
478 |
|
$ |
506 |
|
Purchases of property and equipment included in accounts payable |
|
$ |
45 |
|
$ |
— |
|
191,152 shares of common stock issued in connection with the acquisition of Uman |
|
$ |
5,467 |
|
$ |
— |
|
Purchases of property and equipment included in other non-current liabilities |
|
$ |
7,750 |
|
$ |
— |
|
Reconciliation of cash, cash equivalents, and restricted cash: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
113,327 |
|
$ |
51,423 |
|
Restricted cash |
|
$ |
1,026 |
|
$ |
1,000 |
|
Total cash, cash equivalents, and restricted cash |
|
$ |
114,353 |
|
$ |
52,423 |
See accompanying notes
7
8
Quanterix Corporation
Condensed Consolidated Statements of Stockholders’ Equity
(amounts in thousands, except share data)
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
other |
|
|
|
|
Total |
|||
|
|
|
Common |
|
Common |
|
paid-in |
|
comprehensive |
|
Accumulated |
|
stockholders’ |
|||||
|
|
|
stock shares |
|
stock value |
|
capital |
|
loss |
|
deficit |
|
equity |
|||||
|
Balance at June 30, 2019 |
|
24,894,019 |
|
$ |
25 |
|
$ |
270,136 |
|
$ |
— |
|
$ |
(195,416) |
|
$ |
74,745 |
|
Exercise of common stock warrants |
|
45,690 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of common stock options and vesting of restricted stock |
|
87,476 |
|
|
— |
|
|
265 |
|
|
— |
|
|
— |
|
|
265 |
|
Sale of common stock in underwritten public offering, net |
|
2,732,673 |
|
|
3 |
|
|
64,526 |
|
|
— |
|
|
— |
|
|
64,529 |
|
Issuance of shares for acquisition of Uman |
|
191,152 |
|
|
— |
|
|
5,467 |
|
|
— |
|
|
— |
|
|
5,467 |
|
ESPP stock purchase |
|
16,703 |
|
|
— |
|
|
406 |
|
|
— |
|
|
— |
|
|
406 |
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
1,828 |
|
|
— |
|
|
— |
|
|
1,828 |
|
Cumulative transition adjustment |
|
— |
|
|
— |
|
|
— |
|
|
(1,135) |
|
|
— |
|
|
(1,135) |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(9,870) |
|
|
(9,870) |
|
Balance at September 30, 2019 |
|
27,967,713 |
|
$ |
28 |
|
$ |
342,628 |
|
$ |
(1,135) |
|
$ |
(205,286) |
|
$ |
136,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional |
|
other |
|
|
|
|
Total |
|||
|
|
|
Common |
|
Common |
|
paid-in |
|
comprehensive |
|
Accumulated |
|
stockholders’ |
|||||
|
|
|
stock shares |
|
stock value |
|
capital |
|
loss |
|
deficit |
|
equity |
|||||
|
Balance at June 30, 2018 |
|
21,980,681 |
|
$ |
22 |
|
$ |
212,050 |
|
$ |
— |
|
$ |
(158,897) |
|
$ |
53,175 |
|
Exercise of common stock options and vesting of restricted stock |
|
170,729 |
|
|
— |
|
|
303 |
|
|
— |
|
|
— |
|
|
303 |
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
1,867 |
|
|
— |
|
|
— |
|
|
1,867 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(7,657) |
|
|
(7,657) |
|
Balance at September 30, 2018 |
|
22,151,410 |
|
$ |
22 |
|
$ |
214,220 |
|
$ |
— |
|
$ |
(166,554) |
|
$ |
47,688 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
Additional |
|
other |
|
|
|
|
Total |
||||
|
|
|
Common |
|
Common |
|
paid-in |
|
comprehensive |
|
Accumulated |
|
stockholders’ |
|||||
|
|
|
stock shares |
|
stock value |
|
capital |
|
loss |
|
deficit |
|
equity |
|||||
|
Balance at December 31, 2018 |
|
22,369,036 |
|
$ |
22 |
|
$ |
216,931 |
|
$ |
— |
|
$ |
(175,888) |
|
$ |
41,065 |
|
Cumulative-effect adjustment for the adoption of ASC 606 |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
440 |
|
|
440 |
|
Exercise of common stock warrants |
|
45,690 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of common stock options and vesting of restricted stock |
|
406,246 |
|
|
1 |
|
|
2,175 |
|
|
— |
|
|
— |
|
|
2,176 |
|
Sale of common stock in at-the-market offering, net |
|
2,186,163 |
|
|
2 |
|
|
48,017 |
|
|
— |
|
|
— |
|
|
48,019 |
|
Sale of common stock in underwritten public offering, net |
|
2,732,673 |
|
|
3 |
|
|
64,526 |
|
|
— |
|
|
— |
|
|
64,529 |
|
Issuance of shares for acquisition of Uman |
|
191,152 |
|
|
— |
|
|
5,467 |
|
|
— |
|
|
— |
|
|
5,467 |
|
ESPP stock purchase |
|
36,753 |
|
|
— |
|
|
799 |
|
|
— |
|
|
— |
|
|
799 |
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
4,713 |
|
|
— |
|
|
— |
|
|
4,713 |
|
Cumulative transition adjustment |
|
— |
|
|
— |
|
|
— |
|
|
(1,135) |
|
|
— |
|
|
(1,135) |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(29,838) |
|
|
(29,838) |
|
Balance at September 30, 2019 |
|
27,967,713 |
|
$ |
28 |
|
$ |
342,628 |
|
$ |
(1,135) |
|
$ |
(205,286) |
|
$ |
136,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
Additional |
|
other |
|
|
|
|
Total |
|||
|
|
|
Common |
|
Common |
|
paid-in |
|
comprehensive |
|
Accumulated |
|
stockholders’ |
|||||
|
|
|
stock shares |
|
stock value |
|
capital |
|
loss |
|
deficit |
|
equity |
|||||
|
Balance at December 31, 2017 |
|
21,707,041 |
|
$ |
22 |
|
$ |
210,196 |
|
$ |
— |
|
$ |
(144,352) |
|
$ |
65,866 |
|
Exercise of common stock warrants |
|
16,718 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
Exercise of common stock options and vesting of restricted stock |
|
427,651 |
|
|
— |
|
|
684 |
|
|
— |
|
|
— |
|
|
684 |
|
Sale of common stock in at-the-market offering, net |
|
— |
|
|
— |
|
|
(53) |
|
|
— |
|
|
— |
|
|
(53) |
|
Stock-based compensation expense |
|
— |
|
|
— |
|
|
3,393 |
|
|
— |
|
|
— |
|
|
3,393 |
|
Net loss |
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
(22,202) |
|
|
(22,202) |
|
Balance at September 30, 2018 |
|
22,151,410 |
|
$ |
22 |
|
$ |
214,220 |
|
$ |
— |
|
$ |
(166,554) |
|
$ |
47,688 |
See accompanying notes
9
Quanterix Corporation
Notes to condensed consolidated financial statements
(Unaudited)
1. Organization and operations
Quanterix Corporation (Nasdaq: QTRX) (the Company) is a life sciences company that has developed next generation, ultra-sensitive digital immunoassay platforms that advance precision health for life sciences research and diagnostics. The Company's platforms are based on its proprietary digital "Simoa" detection technology. The Company's Simoa bead-based and planar array platforms enable customers to reliably detect protein biomarkers in extremely low concentrations in blood, serum and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies, and also allow researchers to define and validate the function of novel protein biomarkers that are only present in very low concentrations and have been discovered using technologies such as mass spectrometry. These capabilities provide the Company's customers with insight into the role of protein biomarkers in human health that has not been possible with other existing technologies and enable researchers to unlock unique insights into the continuum between health and disease. The Company is currently focusing on protein detection, but is also developing its bead-based technology to detect nucleic acids in biological samples.
The Company launched its first immunoassay platform, the Simoa HD-1, in 2014. The HD-1 is a fully automated immunoassay bead-based platform with multiplexing and custom assay capability, and related assay test kits and consumable materials. The Company launched a second bead-based immunoassay platform (SR-X) in the fourth quarter of 2017 with a more compact footprint than the Simoa HD-1 and less automation designed for lower volume requirements while still allowing multiplexing and custom assay capability. The Company initiated an early-access program for its third instrument (SP-X) on the new Simoa planar array platform in January 2019, with the full commercial launch commencing in April 2019. In July 2019, the Company launched the Simoa HD-X, an upgraded version of the Simoa HD-1 which replaces the HD-1. The HD-X has been designed to deliver significant productivity and operational efficiency improvements, as well as greater user flexibility. The Company began shipping and installing HD-X instruments at customer locations in the third quarter of 2019, ahead of its original fourth quarter expectation. The Company also performs research services on behalf of customers to apply the Simoa technology to specific customer needs. The Company's customers are primarily in the research use only market, which includes academic and governmental research institutions, the research and development laboratories of pharmaceutical manufacturers, contract research organizations, and specialty research laboratories.
The Company acquired Aushon Biosystems, Inc. (Aushon) in January 2018. With the acquisition of Aushon, the Company acquired a CLIA certified laboratory, as well as Aushon's proprietary sensitive planar array detection technology. Leveraging its proprietary sophisticated Simoa image analysis and data analysis algorithms, the Company further refined this planar array technology to develop the SP-X instrument to provide the same Simoa sensitivity found in its bead-based platform.
The Company acquired of UmanDiagnostics AB, a Swedish company located in Umea, Sweden (Uman), in August 2019. The acquisition closed with respect to 95% of the outstanding shares of capital stock of Uman on July 1, 2019 and with respect to the remaining 5% of the outstanding shares of capital stock of Uman on August 1, 2019. Uman supplies neurofilament light (Nf-L) antibodies and ELISA kits, which are widely recognized by researchers and biopharmaceutical and diagnostics companies world-wide as the premier solution for the detection of Nf-L to advance the development of therapeutics and diagnostics for neurodegenerative conditions. With the acquisition of Uman, the Company has secured a long-term source of supply for a critical technology.
At-the-market offering
On March 19, 2019, the Company entered into a Sales Agreement (the Sales Agreement) with Cowen and Company, LLC (Cowen) with respect to an at-the-market offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $50.0 million through Cowen as its sales agent.
On June 5, 2019, the Company issued approximately 2.2 million shares of common stock at an average stock price of $22.73 per share pursuant to the terms of the Sales Agreement. The at-the-market offering resulted in gross proceeds of $49.7 million. The Company incurred $1.7 million in issuance costs associated with the at-the-market offering, resulting in net proceeds to the Company of $48.0 million.
Underwritten public offering
On August 8, 2019, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC and SVB Leerink LLC, as representatives of the several underwriters, relating to an underwritten public offering of approximately 2.7 million shares of the Company’s common stock, par value $0.001 per share. The underwritten public offering resulted in gross proceeds of $69.0 million. The Company incurred $4.5 million in issuance costs associated with the underwritten public offering, resulting in net proceeds to the Company of $64.5 million.
Basis of presentation
The interim condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of our management, all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of financial position, results of operations, comprehensive loss and cash flows for each period presented in accordance with United States generally accepted accounting principles (U.S. GAAP)
10
for interim financial information and with the instructions to Form 10‑Q and Article 10 of Regulation S-X. Accordingly, certain information and disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes thereto included in our Annual Report on Form 10‑K for the year ended December 31, 2018 filed with the Securities and Exchange Commission on March 18, 2019 (the 2018 Annual Report on Form 10-K). The consolidated financial information as of December 31, 2018 has been derived from the audited 2018 consolidated financial statements included in the Company’s 2018 Annual Report on Form 10‑K.
2. Significant accounting policies
Principles of consolidation
The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Quanterix Corporation and its wholly‑owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.
Use of estimates
The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. In making those estimates and assumptions, the Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. The Company’s significant estimates included in the preparation of the consolidated financial statements are related to revenue recognition, fair value of equity instruments and notes receivable, fair value of assets acquired and liabilities assumed in acquisitions, valuation allowances recorded against deferred tax assets, and stock‑based compensation. Actual results could differ from those estimates.
Foreign Currency
The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive loss.
Income taxes
The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized.
The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740, Income Taxes (ASC 740). When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit will more likely than not be realized. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. As of September 30, 2019 the Company did not have any significant uncertain tax positions.
During the three months ended September 30, 2019, the Company acquired Uman. The Company analyzed the transaction from an income tax perspective and adjusted the deferred tax assets and liabilities related to the Uman acquisition. Of the total goodwill recorded, less than $0.1 million is amortizable related to the historical tax basis that Uman had prior to the acquisition.
Business combinations
Under the acquisition method of accounting, the Company allocates the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets.
The Company typically uses the discounted cash flow method to value acquired intangible assets. This method requires significant management judgment to forecast future operating results and establish residual growth rates and discount factors. The estimates used to value and amortize intangible assets are consistent with the plans and estimates that are used to manage the business and are based on available historical information and industry estimates and averages. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could experience impairment charges. In addition, the Company has estimated the economic lives of certain acquired assets and these lives are used to calculate
11
depreciation and amortization expense. If estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed.
Restricted cash
Restricted cash primarily represents collateral for a letter of credit issued as security for the lease for the Company’s new headquarters. The restricted cash is long term in nature as the Company will not have access to the funds until more than one year from September 30, 2019.
Recent accounting pronouncements
The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as the Company remains an emerging growth company.
On January 1, 2019, the Company adopted Accounting Standards Codification (ASC) Topic 606, Revenue from Contracts with Customers (ASC 606), using the modified retrospective method. Under ASC 606, revenue is recognized upon the transfer of control of goods or services to customers and reflects the amount of consideration to which an entity expects to be entitled in exchange for those goods or services. The adoption of ASC 606 has been applied to customer contracts that were not completed as of January 1, 2019, and did not materially change the pattern of revenue recognition for its current customer contracts. The Company's consolidated financial statements for the prior-year period have not been revised and are reflective of the revenue recognition requirements which were in effect for that period.
The Company recorded an adjustment to the accumulated deficit of $0.4 million as of January 1, 2019 for the cumulative effect primarily related to the deferral of sales commissions.
In accordance with the reporting requirements of ASC 606, the disclosure of the impact on the Company's consolidated balance sheet and statement of operations, as a result of adopting the provisions of ASC 606, was as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
Prior to |
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
adoption of |
|||||
|
|
|
As |
|
|
|
Adjusted under |
|
As reported |
|
|
|
ASC 606 |
||||||
|
|
|
reported |
|
|
|
ASC 606 |
|
September 30, |
|
|
|
September 30, |
||||||
|
|
|
December 31, 2018 |
|
Adjustments |
|
January 1, 2019 |
|
2019 |
|
Adjustments |
|
2019 |
||||||
|
Assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accounts receivable |
|
$ |
6,792 |
|
$ |
47 |
|
$ |
6,839 |
|
$ |
11,914 |
|
$ |
— |
|
$ |
11,914 |
|
Prepaid expenses and other current assets |
|
|
2,330 |
|
|
288 |
|
|
2,618 |
|
|
2,297 |
|
|
290 |
|
|
2,007 |
|
Other non-current assets |
|
|
536 |
|
|
19 |
|
|
555 |
|
|
574 |
|
|
18 |
|
|
592 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deferred revenue |
|
|
5,437 |
|
|
43 |
|
|
5,394 |
|
|
4,909 |
|
|
175 |
|
|
5,084 |
|
Deferred revenue, net of current portion |
|
|
520 |
|
|
43 |
|
|
477 |
|
|
357 |
|
|
9 |
|
|
366 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ equity: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated deficit |
|
$ |
(175,888) |
|
$ |
(440) |
|
$ |
(175,448) |
|
$ |
(205,286) |
|
$ |
(492) |
|
$ |
(205,778) |
|
|
|
For the Three Months Ended September 30, 2019 |
|
For the Nine Months Ended September 30, 2019 |
||||||||||||||
|
|
|
|
|
|
|
Under ASC |
|
|
|
|
|
Under ASC |
||||||
|
|
|
Under ASC 606 |
|
|||||||||||||||