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 March 31, ~~2021~~2022

☐	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 ~~April 30, 2021,~~May 4, 2022, the registrant had ~~36,336,598~~36,910,137 shares of common stock, $0.001 par value per share, outstanding.

Table of Contents

TTABLE OF CONTENTS


	Page



Special Note Regarding Forward-Looking Statements	3


PART I — FINANCIAL INFORMATION

Item 1. Financial Statements	4
Unaudited Condensed Consolidated Balance Sheets at March 31, ~~2021~~2022 and December 31, ~~2020~~2021	4
Unaudited Condensed Consolidated Statements of Operations for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	5
Unaudited Condensed Consolidated Statements of Comprehensive Loss for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	6
Unaudited Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	7
Unaudited Condensed Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, ~~2021~~2022 and ~~2020~~2021	8
Notes to Condensed Consolidated Financial Statements	9

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2721

Item 3. Quantitative and Qualitative Disclosures About Market Risk	3528

Item 4. Controls and Procedures	3528

PART II — OTHER INFORMATION

Item 1. Legal Proceedings	3529

Item 1A. Risk Factors	3529

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3529

Item 3. Defaults Upon Senior Securities	3629

Item 4. Mine Safety Disclosures	3629

Item 5. Other Information	3629

Item 6. Exhibits	3730

Signatures	3832

Table of Contents

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, ~~2020~~2021 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-X,” “Simoa HD-1,” “SR-X,” “SP-X,” “HD-X Analyzer,” “HD-1 Analyzer” 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.

Table of Contents

PART I — FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

Quanterix Corporation

Condensed Consolidated Balance Sheets

(amounts in thousands, except share and per share data)



	March 31, 2021		December 31, 2020		March 31, 2022		December 31, 2021
Assets
Current assets:
Cash and cash equivalents	$	442,672	$	181,584	$	374,317	$	396,465
Accounts receivable (less allowance for credit losses of $342 and $370 as of March 31, 2021 and December 31, 2020, respectively; including $137 and $172 due from related parties as of March 31, 2021 and December 31, 2020, respectively)		14,936		17,184
Accounts receivable (less allowance for credit losses of $248 and $419 as of March 31, 2022 and December 31, 2021, respectively)						22,616		23,786
Inventory		17,044		14,856		22,669		22,190
Prepaid expenses and other current assets		7,791		5,981		14,104		6,514
Total current assets		482,443		219,605		433,706		448,955
Restricted cash		1,400		1,000		2,577		2,577
Property and equipment, net		14,183		13,912		19,683		17,960
Intangible assets, net		12,464		13,716		9,692		10,534
Goodwill		9,933		10,460		9,323		9,632
Right-of-use assets		11,870		11,995		29,298		11,491
Other non-current assets		373		357		378		378
Total assets	$	532,666	$	271,045	$	504,657	$	501,527
Liabilities and stockholders’ equity
Current liabilities:
Accounts payable (including $6 and $14 to related parties as of March 31, 2021 and December 31, 2020, respectively)	$	6,503	$	6,799
Accounts payable					$	4,262	$	9,209
Accrued compensation and benefits		7,015		10,777		8,139		13,252
Other accrued expenses (including $4 and $1,377 to related parties as of March 31, 2021 and December 31, 2020, respectively)		5,603		4,845
Deferred revenue (including $76 and $90 with related parties as of March 31, 2021 and December 31, 2020, respectively)		6,420		5,421
Current portion of long term debt		7,694		7,673
Other accrued expenses						8,024		6,486
Deferred revenue						9,194		6,361
Short term lease liabilities		1,271		1,234		1,886		1,428
Other current liabilities		1,985		3,054		268		241
Total current liabilities		36,491		39,803		31,773		36,977
Deferred revenue, net of current portion		776		577		1,222		1,099
Long term lease liabilities		21,552		21,891		43,563		20,464
Other non-current liabilities		2,378		2,649		1,691		2,035
Total liabilities		61,197		64,920
Commitments and contingencies (Note 11)
Stockholders’ equity:
Common stock, $0.001 par value:
Authorized—120,000,000 shares as of March 31, 2021 and December 31, 2020; issued and outstanding — 36,294,928 and 31,796,544 shares as of March 31, 2021 and December 31, 2020, respectively		36		32
Authorized—120,000,000 shares as of March 31, 2022 and December 31, 2021; issued and outstanding — 36,899,156 and 36,768,035 shares as of March 31, 2022 and December 31, 2021, respectively						37		37
Additional paid-in capital		728,128		451,433		750,742		745,936
Accumulated other comprehensive income		1,183		2,434
Accumulated other comprehensive (loss) income						(756)		441
Accumulated deficit		(257,878)		(247,774)		(323,615)		(305,462)
Total stockholders’ equity		471,469		206,125		426,408		440,952
Total liabilities and stockholders’ equity	$	532,666	$	271,045	$	504,657	$	501,527

~~See accompanying notes~~

Seeaccompanyingnotes

Table of Contents

Quanterix Corporation

Condensed Consolidated Statements of Operations

(amounts in thousands, except share and per share data)

~~(Unaudited)~~


	Three Months Ended March 31,				Three Months Ended March 31,
	2021		2020		2022		2021
Product revenue (including related party activity of $92 and $120 for the three months ended March 31, 2021 and 2020, respectively)	$	18,248	$	9,833
Service and other revenue (including related party activity of $24 for each of the three months ended March 31, 2021 and 2020)		6,409		5,762
Collaboration and license revenue		261		132
Product revenue					$	20,656	$	18,248
Service and other revenue						8,810		6,409
Collaboration revenue						86		261
Grant revenue		2,291		—		—		2,291
Total revenue		27,209		15,727		29,552		27,209
Costs of goods sold:
Cost of product revenue (including related party activity of $570 and $63 for the three months ended March 31, 2021 and 2020, respectively)		7,480		6,186
Cost of services and other revenue (including related party activity of $17 and $0 for the three months ended March 31, 2021 and 2020, respectively)		3,380		2,728
Cost of product revenue						10,746		7,480
Cost of service and other revenue						4,247		3,380
Total costs of goods sold and services		10,860		8,914		14,993		10,860
Gross profit		16,349		6,813		14,559		16,349
Operating expenses:
Research and development (including related party activity of $8 and $0 for the three months ended March 31, 2021 and 2020, respectively)		6,683		4,268
Selling, general, and administrative (including related party activity of $14 and $0 for the three months ended March 31, 2021 and 2020, respectively)		19,455		14,273
Research and development						7,034		6,683
Selling, general and administrative						25,712		19,455
Total operating expenses		26,138		18,541		32,746		26,138
Loss from operations		(9,789)		(11,728)		(18,187)		(9,789)
Interest (expense) income, net		(163)		161
Interest income (expense), net						52		(163)
Other expense, net		(194)		(167)		(217)		(194)
Loss before income taxes		(10,146)		(11,734)		(18,352)		(10,146)
Income tax benefit		42		124		199		42
Net loss	$	(10,104)	$	(11,610)	$	(18,153)	$	(10,104)
Net loss per share, basic and diluted	$	(0.29)	$	(0.41)	$	(0.49)	$	(0.29)
Weighted-average common shares outstanding, basic and diluted		34,434,931		28,179,132		36,850,894		34,434,931

See~~See~~ accompanyingnotes

Table of Contents

Quanterix Corporation

Condensed Consolidated Statements of Comprehensive Loss

(amounts in thousands)

~~(Unaudited)~~


	Three Months Ended March 31,				Three Months Ended March 31,
	2021		2020		2022		2021
Net loss	$	(10,104)	$	(11,610)	$	(18,153)	$	(10,104)
Other comprehensive loss:
Cumulative translation adjustment		(1,251)		(1,047)		(1,197)		(1,251)
Total other comprehensive loss		(1,251)		(1,047)		(1,197)		(1,251)
Comprehensive loss	$	(11,355)	$	(12,657)	$	(19,350)	$	(11,355)

See~~See~~ accompanyingnotes

Table of Contents

Quanterix Corporation

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

~~(Unaudited)~~


		Three Months Ended March 31,			Three Months Ended March 31,
	2021		2020		2022		2021
Operating activities
Net loss	$	(10,104)	$	(11,610)	$	(18,153)	$	(10,104)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense		1,151		1,046		1,358		1,151
Inventory step-up amortization		164		438		—		164
Credit loss expense on accounts receivable		20		—		(171)		20
Reduction in the carrying amounts of right-of-use assets		128		—
Reduction in the carrying amount of right-of-use assets						348		128
Stock-based compensation expense		3,386		2,109		3,827		3,386
Non-cash interest expense		22		22		—		22
Loss on disposal of fixed assets		—		69
Changes in operating assets and liabilities:
Accounts receivable		2,227		(1,174)		1,319		2,227
Prepaid expenses and other assets		(1,744)		(495)		(2,070)		(1,744)
Inventory		(2,327)		(1,398)		(484)		(2,327)
Other non-current assets		(16)		32		1		(16)
Accounts payable		(2,109)		(1,145)		(5,306)		(2,109)
Accrued compensation and benefits, other accrued expenses and other current liabilities		(5,598)		(1,710)		(4,921)		(5,598)
Contract acquisition costs		(72)		(110)		(41)		(72)
Operating lease liabilities		(307)		253		(87)		(307)
Other non-current liabilities		(107)		(177)		(271)		(107)
Deferred revenue		1,197		671		2,956		1,197
Net cash used in operating activities		(14,089)		(13,179)		(21,695)		(14,089)
Investing activities
Purchases of property and equipment		(79)		(426)		(1,394)		(79)
Proceeds from RADx grant on assets purchased		2,514		—		520		2,514
Net cash provided by (used in) investing activities		2,435		(426)
Net cash (used in) provided by investing activities						(874)		2,435
Financing activities
Proceeds from stock options exercised		3,076		496		385		3,076
Sale of common stock in underwritten public offering, net		269,718		—		—		269,718
Proceeds from ESPP purchase		519		440		594		519
Payments on notes payable		—		(75)
Net cash provided by financing activities		273,313		861		979		273,313
Net increase (decrease) in cash and cash equivalents		261,659		(12,744)
Net (decrease) increase in cash, cash equivalents and restricted cash						(21,590)		261,659
Effect of foreign currency exchange rate on cash		(171)		(78)		(558)		(171)
Cash, restricted cash, and cash equivalents at beginning of period		182,584		110,181		399,042		182,584
Cash, restricted cash, and cash equivalents at end of period	$	444,072	$	97,359	$	376,894	$	444,072
Supplemental cash flow information
Cash paid for interest	$	154	$	155
Purchases of property and equipment included in accounts payable	$	3,341	$	102
Noncash transactions:
Right-of-use asset obtained in exchange for lease liabilities					$	18,156	$	—
Reconciliation of cash, cash equivalents, and restricted cash:
Cash and cash equivalents	$	442,672	$	96,359	$	374,317	$	442,672
Restricted cash	$	1,400	$	1,000		2,577		1,400
Total cash, cash equivalents, and restricted cash	$	444,072	$	97,359	$	376,894	$	444,072

See~~See~~ accompanying ~~notes~~notes

Table of Contents

Quanterix Corporation

Condensed Consolidated Statements of Stockholders’ Equity

(amounts in thousands, except share data)

~~(Unaudited)~~



						Accumulated
				Additional		other				Total		Common stock
	Common	Common		paid-in		comprehensive		Accumulated		stockholders’		Shares	Value			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' equity
Balance at December 31, 2021												36,768,035	$	37	$	745,936	$	441	$	(305,462)	$	440,952
Issuance of capital shares:
−Exercised stock options												60,126		—		385						385
−Restricted units converted												49,208		—		—						—
−ESPP stock purchase												20,449		—		594						594
−Issuance of common stock												1,338		—		—						—
Stock-based compensation expense																3,827						3,827
Cumulative translation adjustment																		(1,197)				(1,197)
Net loss																				(18,153)		(18,153)
Balance at March 31, 2022												36,899,156	$	37	$	750,742	$	(756)	$	(323,615)	$	426,408


												Common stock
	stock shares	stock value		capital		income (loss)		deficit		equity		Shares	Value			Additional paid-in capital		Accumulated other comprehensive income (loss)		Accumulated deficit		Total stockholders' equity
Balance at December 31, 2020	31,796,544	$	32	$	451,433	$	2,434	$	(247,774)	$	206,125	31,796,544	$	32	$	451,433	$	2,434	$	(247,774)	$	206,125
Exercise of common stock option and warrants and vesting of restricted stock	374,017		—		3,076		—		—		3,076
Issuance of capital shares:
−Exercised warrants												7,347		—		—						—
−Exercised stock options												281,324		—		3,076						3,076
−Restricted units converted												84,159		—		—						—
−ESPP stock purchase												17,225		—		519						519
−Issuance of common stock												1,187		—		—						—
Sale of common stock in underwritten public offering, net	4,107,142		4		269,714		—		—		269,718	4,107,142		4		269,714						269,718
ESPP stock purchase	17,225		—		519		—		—		519
Stock-based compensation expense	—		—		3,386		—		—		3,386					3,386						3,386
Cumulative translation adjustment	—		—		—		(1,251)		—		(1,251)							(1,251)				(1,251)
Net loss	—		—		—		—		(10,104)		(10,104)									(10,104)		(10,104)
Balance at March 31, 2021	36,294,928	$	36	$	728,128	$	1,183	$	(257,878)	$	471,469	36,294,928	$	36	$	728,128	$	1,183	$	(257,878)	$	471,469

						Accumulated
				Additional		other				Total
	Common	Common		paid-in		comprehensive		Accumulated		stockholders’
	stock shares	stock value		capital		income (loss)		deficit		equity
Balance at December 31, 2019	28,112,201	$	28	$	345,027	$	(153)	$	(216,244)	$	128,658
Exercise of common stock options and vesting of restricted stock	108,548		—		496		—		—		496
ESPP stock purchase	22,693		—		440		—		—		440
Stock-based compensation expense	—		—		2,109		—		—		2,109
Cumulative translation adjustment	—		—		—		(1,047)		—		(1,047)
Net loss	—		—		—		—		(11,610)		(11,610)
Balance at March 31, 2020	28,243,442	$	28	$	348,072	$	(1,200)	$	(227,854)	$	119,046

See~~See~~ accompanyingnotes

Table of Contents

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.~~concentrations. 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, which it believes is an area of significant unmet need and where it has significant competitive advantages. However, in addition to enabling new applications and insights in protein analysis, the Company’s Simoa platforms have also demonstrated applicability across other testing applications, including detection of nucleic acids and small molecules.

The Company launched its first immunoassay platform, the Simoa HD-1 (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~~In the fourth quarter of 2017, 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~~and phased out 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. 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 completed the acquisition of UmanDiagnostics AB (Uman), a Swedish company located in Umea, Sweden, in August 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.

~~Underwritten public offerings~~

On August 6, 2020, the Company entered into an underwriting agreement with Leerink and Cowen, as representatives of the several underwriters, relating to an underwritten public offering of approximately 3.0 million shares of the Company’s common stock, par value $0.001 per share. The underwritten public offering resulted in gross proceeds of $97.6 million. The Company incurred $6.2 million in issuance costs associated with the underwritten public offering, resulting in net proceeds to the Company of $91.4 million.

~~Table of Contents~~

On February 3, 2021, the Company entered into an underwriting agreement with Goldman Sachs & Co. LLC, SVB Leerink LLC, and Cowen, as representatives of the several underwriters, relating to an underwritten public offering of approximately 4.1 million shares of the Company’s common stock, par value $0.001 per share. The underwritten public offering resulted in gross proceeds of $287.5 million. The Company incurred $17.8 million in issuance costs associated with the underwritten public offering, resulting in net proceeds to the Company of $269.7 million.

Basis of presentation

The interim condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of the Company’s 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 and have been prepared in accordance with United States generally accepted accounting principles (U.S. GAAP) 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 the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2020~~2021 filed with the ~~Securities and Exchange Commission~~SEC on March 5,1, 2022 (the 2021 ~~(the 2020~~ Annual Report on Form 10-K). ~~The consolidated financial information as of December 31, 2020 has been derived from the audited 2020 consolidated financial statements included in the 2020 Annual Report on Form 10-K.~~

~~2. Significant accounting policies~~

~~Principles of consolidation~~Reclassifications

~~The condensed~~Certain amounts in the prior years’ consolidated financial statements have been ~~prepared in accordance with U.S. GAAP and include~~reclassified to conform to the ~~accounts of Quanterix Corporation and its wholly-owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation.~~current year’s presentation.

~~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 assets acquired and liabilities assumed in acquisitions, valuation allowances recorded against deferred tax assets, and valuation of inventory. 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 income.

~~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.

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2. Significant accounting policies

The ~~Company accounts for uncertain tax positions~~significant accounting policies and estimates used in ~~accordance with~~ the ~~provisions of Accounting Standards Codification (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 meritspreparation of the ~~tax position as well as consideration of the available facts and circumstances. As of March 31, 2021 the Company did not have any significant uncertain tax positions.~~

~~Business combinations~~

Under the acquisition method of accounting, the Company generally recognizes 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 liabilityaccompanying consolidated financial statements are described in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate 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 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 headquarters in Billerica, Massachusetts, and to secure the Company’s corporate credit card program. The restricted cash is long term in nature as the Company will not have access to the funds until more than one year from March 31, 2021.

~~Recent accounting pronouncements~~

The Company is considered to be an “emerging growth company” (EGC) as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an EGC can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an EGC can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company may remain an EGC until the last day of the fiscal year in which the fifth anniversary of the closing of the initial public offering occurs, although if the market value the Company’s common stock that is held by non-affiliates exceeds $700 million as of any June 30 before that time or if the Company has annual gross revenues of $1.07 billion or more in any fiscal year, the Company would cease to be an EGC as of December 31 of the applicable year. The Company also would cease to be an EGC if it issues more than $1 billion of non-convertible debt over a three-year period. 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 EGC.

~~Recently Adopted~~

~~In June 2016, the Financial Accounting Standards Board (FASB) established Topic 326~~~~, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments~~ ~~(ASC 326) by issuing Accounting Standards Update (ASU) No. 2016-13(ASU 2016-13), which amends the impairment model by requiring entities to use a forward-~~

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looking approach based on expected losses to estimate credit losses on certain types of financial instruments, including trade receivables and available-for-sale debt securities. The Company early adopted ASU 2016-13 on January 1, 2021 using the modified retrospective approach. The Company’saudited consolidated financial statements for ~~prior-year periods have not been revised and are reflective of~~ the ~~credit loss requirements which were~~year ended December 31, 2021, included in ~~effect for that period. The adoption of ASU 2016-13 did not have a material impact on~~ the Company’s ~~consolidated financial statements.~~

~~In August 2018, the FASB issued ASU No. 2018-15,~~ ~~Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract~~ ~~(ASU 2018-15)~~.This ASU addresses the accounting for implementation, setup and other upfront costs paid by a customer in a cloud computing or hosting arrangement. The guidance aligns the accounting treatment of these costs incurred in a hosting arrangement treated as a service contractAnnual Report on Form 10-K filed with the ~~requirements for capitalization and amortization costs to develop or obtain internal-use software. The Company adopted ASU 2018-15~~SEC on ~~January~~March 1, ~~2021 using the prospective method. The Adoption of ASU 2018-15 did not have a material impact on the Company’s consolidated financial statements.~~

~~In December 2019, the FASB issued ASU No. 2019-12,~~ ~~Simplifying the Accounting for Income Taxes~~ ~~(ASU 2019-12), which is intended to simplify various areas related to ASC 740,~~ ~~Income Taxes~~ (ASC 740). ASU 2019-12 removes certain exceptions for performing intra period tax allocations and calculating income taxes in interim periods. The guidance also simplifies the accounting for transactions that result in a step-up in the tax basis of goodwill and the effect of enacted changes in tax laws or rates in interim periods. The Company early adopted ASU 2019-12 on January 1, 2021. The adoption of ASU 2019-12 did not have a material impact on the Company’s consolidated financial statements.

2022. There have been no ~~other~~ material changes toin the Company’s significant accounting policies ~~and recent accounting pronouncements previously disclosed in~~during the ~~2020 Annual Report on Form 10-K.~~three months ended March 31, 2022.

3. Revenue recognition

The Company recognizes revenue when a customer obtains control of a promised good or service. The amount of revenue recognized reflects consideration that the Company expects to be entitled to receive in exchange for these goods and services, incentives and taxes collected from customers that are subsequently remitted to governmental authorities.

Customers

The Company’s customers primarily consist of entities engaged in the life sciences research market that pursue the discovery and development of new drugs for a variety of neurologic, cardiovascular, oncologic and other protein biomarkers associated with diseases. The Company’s customer base includes several of the largest biopharmaceutical companies, academic research organizations and distributors who serve certain geographic markets.

Product revenue

The Company’s products are composed of analyzer instruments, assay kits and other consumables such as reagents. Products are sold directly to biopharmaceutical and academic research organizations or are sold through distributors in EMEA and Asia Pacific regions. The sales of instruments are generally accompanied by an initial year of implied service-type warranties and may be bundled with assays and other consumables and may also include other items such as training and installation of the instrument and/or an extended service warranty. Revenues from the sale of products are recognized at a point in time when the Company transfers control of the product to the customer, which is upon installation for instruments sold to direct customers, and based upon shipping terms for assay kits and other consumables. Revenue for instruments sold to distributors is generally recognized based upon shipping terms (either upon shipment or delivery).

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Service and other revenue

Service revenues are composed of contract research services, initial implied one-year service-type warranties, extended services contracts and other services such as training. Contract research services are provided through the Company’s Accelerator Laboratory and generally consist of fixed fee contracts. Revenues from contract research services are recognized at a point in time when the Company completes and delivers its research report on each individually completed study, or over time if the contractual provisions allow for the collection of transaction consideration for costs incurred plus a reasonable margin through the period of performance of the services. Revenues from service-type warranties are recognized ratably over the contract service period. For contract research services recognized over time, the Company uses the output method to measure the progress toward the complete satisfaction of the performance obligations. Revenues from other services are immaterial.

During the three months ended March 31, 2022, the Company entered into a Master Collaboration Agreement with Eli Lilly and Company (Lilly) establishing a framework for future projects focused on the development of Simoa immunoassays (the Lilly Collaboration Agreement). The Company also entered into a Statement of Work under the Lilly Collaboration Agreement to perform assay research and development services within the field of Alzheimer’s disease. In connection with the Lilly Collaboration Agreement, the Company received a non-refundable up-front payment of $5.0 million during the three months ended March 31, 2022, and under the Statement of Work receives $1.5 million per

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calendar quarter during 2022, beginning with the three months ended March 31, 2022. The revenue will be recognized over a one-year period.

Concurrent with the execution of the Lilly Collaboration Agreement, the Company entered into a Technology License Agreement (the Lilly License) under which Lilly granted to the Company a non-exclusive license to Lilly’s proprietary P-tau217 antibody technology for potential near-term use in research use only products and services and future in vitro diagnostics applications within the field of Alzheimer’s disease. In consideration of the license, the Company paid an upfront fee, is required to make milestone payments based on the achievement of predetermined regulatory and commercial events, and will pay a royalty on net sales of licensed products.

The Company concluded that the Lilly Collaboration Agreement (including the Statement of Work) and the Lilly License represented a single contract with a customer and is accounting for the agreements as service revenue recognized over time as the services are delivered. The transaction price for the Lilly Collaboration Agreement is $10.9 million. Contingent amounts due to Lilly represent variable consideration payable to a customer and will be recognized as reductions to service revenue up to the amount of the transaction price recognized, when probable. The Company is utilizing an input method to measure the delivery of services by calculating costs incurred at each period end relative to total costs expected to be incurred.

During the three months ended March 31, 2022, the Company recognized approximately $2.7 million of revenue from the Lilly Collaboration Agreement as service revenue.

Collaboration and license revenue

The Company may enter into agreements to license the intellectual property and know-how associated with its instruments and certain antibodies in exchange for license fees and future royalties (as described below). The license agreements provide the licensee with a right to use the intellectual property with the license fee revenues recognized at a point in time as the underlying license is considered functional intellectual property.

Payment terms

The Company’s payment terms vary by the type and location of the customer and the products or services offered. Payment from customers is generally required in a term ranging from 30 to 45 days from date of shipment or satisfaction of the performance obligation. The Company does not provide financing arrangements to its customers.

~~Disaggregated revenue~~

When disaggregating revenue, the Company considered all of the economic factors that may affect its revenues. The following tables disaggregate the Company's revenue from contracts with customers by revenue type (in thousands):

Three Months Ended

March 31, 2021
(in thousands)

NA

EMEA

Asia Pacific

Total
Product revenues

Instruments

$
3,756

$
2,833

$
372

$
6,961
Consumable and other products

6,911

3,493

883

11,287
Totals

$
10,667

$
6,326

$
1,255

$
18,248

Service and other revenues

Service-type warranties

$
971

$
438

$
62

$
1,471
Research services

3,558

728

12

4,298
Other services

456

184

—

640
Totals

$
4,985

$
1,350

$
74

$
6,409

Collaboration and license revenue

Collaboration and license revenue

$
187

$
74

$
—

$
261
Totals

$
187

$
74

$
—

$
261

1311

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Three Months Ended

March 31, 2020
(in thousands)

NA

EMEA

Asia Pacific

Total
Product revenues

Instruments

$
1,753

$
726

$
1,209

$
3,688
Consumable and other products

2,924

2,704

517

6,145
Totals

$
4,677

$
3,430

$
1,726

$
9,833

Service and other revenues

Service-type warranties

$
748

$
379

$
52

$
1,179
Research services

3,667

82

538

4,287
Other services

231

60

5

296
Totals

$
4,646

$
521

$
595

$
5,762

Collaboration and license revenue

Collaboration and license revenue

$
122

$
10

$
—

$
132
Totals

$
122

$
10

$
—

$
132

Disaggregated revenue



	Three Months Ended March 31, 2022
	NA		EMEA		Asia Pacific		Total
Product revenues
Instruments	$	2,165	$	2,046	$	2,011	$	6,222
Consumable and other products		8,833		4,426		1,175		14,434
Total	$	10,998	$	6,472	$	3,186	$	20,656

Service and other revenues
Service-type warranties	$	1,283	$	659	$	92	$	2,034
Research services		6,096		131		13		6,240
Other services		284		211		41		536
Total	$	7,663	$	1,001	$	146	$	8,810

Collaboration and license revenue
Collaboration and license revenue	$	—	$	34	$	52	$	86


	Three Months Ended March 31, 2021
	NA		EMEA		Asia Pacific		Total
Product revenues
Instruments	$	3,756	$	2,833	$	372	$	6,961
Consumable and other products		6,911		3,493		883		11,287
Total	$	10,667	$	6,326	$	1,255	$	18,248

Service and other revenues
Service-type warranties	$	971	$	438	$	62	$	1,471
Research services		3,558		728		12		4,298
Other services		456		184		—		640
Total	$	4,985	$	1,350	$	74	$	6,409

Collaboration and license revenue
Collaboration and license revenue	$	187	$	74	$	—	$	261

The Company’s contracts with customers may include promises to transfer multiple products and services to a customer. The Company combines any performance obligations that are immaterial with one or more other performance obligations that are material to the contract. For arrangements with multiple performance obligations, the Company allocates the contract transaction price, including discounts, to each performance obligation based on its relative standalone selling price. Judgment is required to determine the standalone selling price for each distinct performance obligation. The Company determines standalone selling prices based on prices charged to customers in observable transactions and uses a range of amounts to estimate standalone selling prices for each performance obligation. The Company may have more than one range of standalone selling price for certain products and services based on the pricing for different customer classes.

Variable consideration in the Company’s contracts primarily relates to (i) sales- and usage-based royalties related to the license of intellectual property in collaboration and license contracts and (ii) certain non-fixed fee research services contracts. ASC 606 provides for an exception to estimating the variable consideration for sales- and usage-based royalties related to the license of intellectual property, such that the sales- and usage-based royalty will be recognized in the period the underlying transaction occurs. The Company recognizes revenue from sales- and usage-based royalty

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revenue at the later of when the sale or usage occurs and the satisfaction or partial satisfaction of the performance obligation to which the royalty has been allocated.

The aggregate amount of transaction price that is allocated to performance obligations that have not yet been satisfied or are partially satisfied as of March 31, 2022 and 2021 and ~~2020~~December 31, 2021 is ~~$7.2~~$10.4 million and ~~$5.8~~$7.5 million, respectively. As of March 31, ~~2021,~~2022, of the performance obligations not yet satisfied or partially satisfied, ~~$6.4~~$9.2 million is expected to be recognized as revenue in the next 12 months, with the remainder to be recognized within the 24 months thereafter. The ~~$6.4~~$9.2 million at March 31, ~~2021~~2022 principally consists of amounts billed for undelivered services related to initial and extended service-type warranties and research services, as well as $0.5 million related to undelivered licenses of intellectual property for a diagnostics company (see Note 13).

Changes in deferred revenue from contracts with customers were as follows (in thousands):


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2022
Balance at December 31, 2020	$	5,998
Balance at December 31, 2021			$	7,460
Deferral of revenue		2,669		5,000
Recognition of deferred revenue		(1,471)		(2,044)
Balance at March 31, 2021	$	7,196
Balance at March 31, 2022			$	10,416

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Costs to obtain a contract

The Company’s sales commissions are generally based on revenues of the Company. The Company has determined that certain commissions paid under its sales incentive programs meet the requirements to be capitalized as they are incremental and would not have occurred absent a customer contract. The change in the balance of costs to obtain a contract are as follows (in thousands):


	Three Months Ended March 31, 2021		Three Months Ended March 31, 2022
Balance at December 31, 2020	$	248
Balance at December 31, 2021			$	440
Deferral of costs to obtain a contract		88		363
Recognition of costs to obtain a contract		(160)		(321)
Balance at March 31, 2021	$	176
Balance at March 31, 2022			$	482

The Company has classified the balance of capitalized costs to obtain a contract as a component of prepaid expenses and other current assets and classifies the expense as a component of cost of goods sold and selling, general, and administrative expense over the estimated life of the contract. The Company considers potential impairment in these amounts each period.

ASC 606 provides entities with certain practical expedients and accounting policy elections to minimize the cost and burden of adoption.

The Company does not disclose the value of unsatisfied performance obligations for (i) contracts with original expected length of one year or less and (ii) contracts for which revenue is recognized at the amount to which the Company has the right to invoice for services performed.

The Company will exclude from its transaction price any amounts collected from customers related to sales and other similar taxes.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. The Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of March 31, 2022 and 2021, ~~and 2020,~~ respectively.

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The Company has elected to account for the shipping and handling as an activity to fulfill the promise to transfer the product, and therefore will not evaluate whether shipping and handling activities are promised services to its customers.

Grant revenue

The Company recognizes grant revenue as ~~it performs~~the Company perform services under the arrangement when the funding is committed. Revenues and related research and development expenses are presented gross in the consolidated statements of operations as ~~the Company has~~we have determined ~~it is~~we are the primary obligor under the arrangement relative to the research and development services.

Accounting for grants does not fall under ASC 606, as the grantor will not benefit directly from the Company’s expansion or product development. As there is no authoritative guidance under U.S. GAAP on accounting for ~~government assistance~~grants to for-profit business entities, the Company has accounted for grants by analogy to ~~International Accounting Standards (IAS) 20,~~ ~~Accounting for Government Grants and Disclosure of Government Assistance~~ (IAS ~~20).~~

20.

Grants to the Company contain both monetary amounts granted related to assets and monetary amounts granted related to income, which are grants other than those related to assets. The grants related to assets are for the expansion

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and increase of manufacturing capacity. The grants related to income are for additional research and development, as well as other non-asset related scale up costs.

Under IAS 20, grants related to assets shall be presented in the consolidated balance sheets either by recognizing the grant as deferred income (which is recognized in the consolidated statements of operations on a systematic basis over the useful life of the asset), or by deducting the grant in calculating the carrying amount of the asset (which is recognized in the consolidated statements of operations over the life of the depreciable asset as a reduced depreciation expense). Both methods are acceptable under IAS 20. The Company has elected to record grants related to assets as a deduction in calculating the carrying value of the asset.

Under IAS 20, grants related to income are presented as part of the consolidated statements of operations, either separately or under a general heading. Both methods are acceptable under IAS 20. The Company has elected to record grants related to income separately on the consolidated statements of operations as grant revenue. The related expenses are recorded within operating expenses.

On June 22, 2020, the Company entered into a workplan 1 award (WP1) with the National Institute of Health (NIH), under the Rapid Acceleration of Diagnostics (RADx) program to assess the feasibility of a novel SARS-CoV-2 antigen detection test using the Company’s Simoa technology. WP1 was complete as of December 31, 2020.

On September 29, 2020, the Company entered into a workplan 2 ~~award~~ (WP2) with the NIH under its RADx program. ~~WP2,~~The contract, which has a total award value of $18.2 million, ~~accelerates~~accelerated the continued development, scale-up, and deployment of the novel SARS-CoV-2 antigen detection test using ~~the Company’s~~our Simoa technology. The contract ~~provides~~provided funding to expand assay kit manufacturing capacity and commercial deployment readiness. Release of the $18.2 million of funding under WP2 iswas based on the achievement of certain milestones. Contract funding was subject to achievement of these pre-defined milestones and ~~there is no assurance that~~the contract period ran through September 2021, with one milestone extended to May 31, 2022. As of March 31, 2022, the Company ~~can meet all the milestones on a timely basis, if at all. If the Company does not meet all~~had received $17.7 million out of ~~the milestones, it will not be able access~~ the full $18.2 million ~~in funding~~ under WP2. During the ~~contract.~~three months ended March 31, 2022, the Company recognized 0 grant revenue and incurred 0 research and development expense related to WP2. During the three months ended March 31, 2021, the Company recognized $2.3 million in grant revenue and incurred $1.8 million in research and development expense related to WP2.

~~The following table summarizes~~ In May 2022, the ~~activity~~Company received the final $0.5 million under ~~WP2 (in thousands):~~

March 31, 2021

December 31, 2020

Total grant revenue from research and development activities
$
6,653

$
4,362
Total proceeds used for assets

4,622

826
Total deferred proceeds for assets

1,159

2,478
Total deferred grant revenue

500

304
Total recognized
$
12,934

$
7,970

Total recognized
$
12,934

$
7,970
Total amount accrued

(2,961)

(2,968)
Total cash received
$
9,973

$
5,002

Total proceeds received
$
9,973

$
5,002
Total proceeds reasonably assured

8,227

13,198
Total WP2 grant amount
$
18,200

$
18,200

~~4. Net loss per share~~

Basic net loss per common share is calculated by dividing the net loss by the weighted-average number of common shares outstanding during the period, without consideration for potentially dilutive securities. Diluted net loss per share is computed by dividing the net loss by the weighted-average number of common shares and potentiallyWP2.

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dilutive securities outstanding for the period determined using the treasury-stock and if-converted methods. For purposes of the diluted net loss per share calculation, unvested restricted common stock, restricted stock units, stock options, and warrants are considered to be potentially dilutive securities, but are excluded from the calculation of diluted net loss per share because their effect would be anti-dilutive and therefore basic and diluted net loss per share were the same for all periods presented.

The following table sets forth the outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share because to do so would be anti-dilutive (in common stock equivalent shares):

March 31,

2021

2020

Unvested restricted common stock and restricted stock units

563,810

561,786

Outstanding stock options

2,428,268

2,840,525

Outstanding common stock warrants

—

10,000

Total

2,992,078

3,412,311

As of March 31, 2021 and 2020, the Company had an obligation to issue warrants to purchase an additional 93,341 shares of common stock to a vendor if a contract is terminated prior to a minimum purchase commitment being met. No amounts are presented in the table above for this obligation to issue a warrant as the issuance of the warrant is not considered probable.

~~5. Fair value of financial instruments~~

~~ASC Topic 820,~~ ~~Fair Value Measurement~~ (ASC 820), establishes a fair value hierarchy for instruments measured at fair value that distinguishes between assumptions based on market data (observable inputs) and the Company’s own assumptions (unobservable inputs). Observable inputs are inputs that market participants would use in pricing the asset or liability based on market data obtained from sources independent of the Company. Unobservable inputs are inputs that reflect the Company’s assumptions about the inputs that market participants would use in pricing the asset or liability, and are developed based on the best information available in the circumstances.

ASC 820 identifies fair value as the exchange price, or exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. As a basis for considering market participant assumptions in fair value measurements, ASC 820 establishes a three-tier fair value hierarchy that distinguishes between the following:

~~Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities;~~

~~Level 2 inputs are inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly; and~~

~~Level 3 inputs are unobservable inputs that reflect the Company’s own assumptions about the assumptions market participants would use in pricing the asset or liability.~~

~~Fair value measurements as of March 31, 2021 are as follows (in thousands):~~

Quoted prices

Significant

in active

Significant other

unobservable

markets

observable

inputs
Description

Total

(Level 1)

inputs (Level 2)

(Level 3)
Financial assets








Cash equivalents

$
162,059

$
162,059

$
—

$
—

$
162,059

$
162,059

$
—

$
—

1714

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~~Fair value measurements as of December 31, 2020 are as follows~~The following table summarizes the cumulative activity under WP2 (in thousands):

Quoted prices

Significant

in active

Significant other

unobservable

markets

observable

inputs
Description

Total

(Level 1)

inputs (Level 2)

(Level 3)
Financial assets








Cash equivalents

$
162,048

$
162,048

$
—

$
—

$
162,048

$
162,048

$
—

$
—


	March 31, 2022		December 31, 2021

Grant revenue from research and development activities	$	9,576	$	9,576
Proceeds used for assets		8,624		8,104
Deferred proceeds for assets		—		—
Deferred grant revenue		—		—
Total recognized	$	18,200	$	17,680

Recognized	$	18,200	$	17,680
Amount accrued		(520)		—
Total cash received	$	17,680	$	17,680

Proceeds received	$	17,680	$	17,680
Proceeds reasonably assured		520		520
Total WP2 grant amount	$	18,200	$	18,200

4. Net loss per share

The following common share equivalents have been excluded from the calculation of diluted net loss per share as their effect would be anti-dilutive:


	As of March 31,
	2022	2021
Stock options	2,185,706	2,428,268
Unvested restricted stock and stock units	587,939	563,810

5. Fair value of financial instruments

Fair value measurements are as follows (in thousands):


March 31, 2022	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Financial assets
Cash equivalents - money market funds	$	332,112	$	332,112	$	—	$	—


December 31, 2021	Total		Quoted prices in active markets (Level 1)		Significant other observable inputs (Level 2)		Significant unobservable inputs (Level 3)
Financial assets
Cash equivalents - money market funds	$	332,093	$	332,093	$	—	$	—

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6. Inventory

Inventory consists of the following (in thousands):


	March 31,		December 31,
	2021		2020		March 31, 2022		December 31, 2021
Raw materials	$	5,608	$	5,265	$	9,199	$	7,892
Work in process		4,012		3,306		4,068		4,923
Finished goods		7,424		6,285		9,402		9,375
Total	$	17,044	$	14,856
Total net inventory					$	22,669	$	22,190

Inventory comprises commercial instruments, assays, and the materials required to manufacture limited instruments and assays.

7. Allowance for Credit Losses

The Company is exposed to credit losses primarily through sales of products and services. The Company’s expected loss allowance methodology for accounts receivable is developed using historical collection experience, current and future economic and market conditions, and a review of the current status of customers’ trade accounts receivable. Due to the short-term nature of such receivables, the estimated accounts receivable that may not be collected is based on aging of the accounts receivable balances.

Customers are assessed for credit worthiness upfront through a credit review, which includes assessment based on the Company’s analysis of ~~their~~customers’ financial statements when a credit rating is not available. The Company evaluates contract terms and conditions, country, and political risk, and may require prepayment to mitigate risk of loss. Specific allowance amounts are established to record the appropriate provision for customers that have a higher probability of default. The Company monitors changes to the receivables balance on a timely basis, and balances are written off as they are determined to be uncollectable after all collection efforts have been exhausted.

~~As of March 31, 2021, the Company’s accounts receivable balance was $14.9 million, net of~~ ~~$0.3 million~~ ~~of allowance for credit losses.~~ The following table provides a roll-forward of the allowance for credit losses ~~for the three months ended March 31, 2021~~ that is deducted from the amortized cost basis of accounts receivable to present the net amount expected to be collected (in thousands):

Balance at January 1, 2021

$
370
Credit loss expense

20
Write-offs charged against allowances

(48)
Balance at March 31, 2021

$
342


Balance at January 1, 2022	$	419
Credit loss gain		(171)
Write-offs charged against allowances		—
Balance at March 31, 2022	$	248

8. Other accrued expenses

Other accrued expenses consist of the following (in thousands):


	March 31, 2022		December 31, 2021
Inventory purchases	$	558	$	568
Property and equipment purchases		202		229
Royalties		1,096		1,250
Professional services		1,861		2,126
Leasehold improvements		1,081		—
Development costs		977		566
Tax liabilities		806		430
Other		1,443		1,317
Total accrued expenses	$	8,024	$	6,486

1816

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~~8. Other accrued expenses and other non-current liabilities~~

~~Other accrued expenses consist of the following (in thousands):~~

March 31,

December 31,

2021

2020
Accrued inventory purchases

$
878

$
527
Accrued property and equipment purchases

1,532

670
Accrued royalties

1,124

1,845
Accrued professional services

863

797
Accrued development costs

241

323
Accrued other

965

683
Total accrued expenses

$
5,603

$
4,845

~~Other non-current liabilities consist of the following (in thousands):~~

March 31,

December 31,

2021

2020
Deferred tax liabilities

$
2,378

$
2,649
Total other non-current liabilities

$
2,378

$
2,649

9. ~~Warrants, stock-based compensation, stock options, restricted stock and restricted stock units~~

~~Warrants~~

On January 20, 2021, 10,000 warrants were exercised by a holder on a net, non-cash, basis. Per terms of the warrant agreement, the Company issued 7,347 shares of common stock with a value equal to the holder’s gain. The Company had 0 warrants outstanding as of March 31, 2021.

Stock-based compensation

Stock-based compensation expense for all stock awards consists of the following (in thousands):


	Three Months Ended March 31,				Three Months Ended March 31,
	2021		2020		2022		2021
Cost of product revenue	$	90	$	36	$	88	$	90
Cost of service and other revenue		110		68		166		110
Research and development		399		242		398		399
Selling, general, and administrative		2,787		1,763		3,175		2,787
Total	$	3,386	$	2,109	$	3,827	$	3,386

In June 2007, the Company adopted the 2007 Stock Option and Grant Plan (the 2007 Plan), under which it could grant incentive stock options, non-qualified options, restricted stock, and stock grants. In connection with the completion of the IPO, the Company terminated the 2007 Plan. As of March 31, 2021, 736,958 shares were outstanding, and 0 shares were available for future grant under the 2007 Plan.

In December 2017, the Company adopted the 2017 Employee, Director and Consultant Equity Incentive Plan (the 2017 Plan), under which it may grant incentive stock options, non-qualified stock options, restricted stock, and other stock-based awards. As of December 31, 2017, the 2017 Plan allowed for the issuance of up to 1,042,314 shares of common stock plus up to 2,490,290 shares of common stock represented by awards granted under the 2007 Plan that are forfeited, expire, or are cancelled without delivery of shares or which result in the forfeiture of shares of common stock

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~~back to the Company on or after the date the 2017 Plan became effective. As of March 31, 2021, there were shares available for grant under the 2017 Plan of 1,637,976.~~

In addition, the 2017 Plan contains an "evergreen" provision, which allows for an annual increase in the number of shares of common stock available for issuance under the 2017 Plan on the first day of each fiscal year during the period beginning in fiscal year 2019 and ending in fiscal year 2027. The annual increase in the number of shares shall be equal to the lowest of: 4% of the number of shares of common stock outstanding as of such date; and an amount determined by the Company’s Board of Directors or Compensation Committee. On January 1, 2021, the number of shares of common stock available for issuance under the 2017 plan was automatically increased by 1,273,501 shares.

In December 2017, the Company adopted the 2017 Employee Stock Purchase Plan (the 2017 ESPP). As December 31, 2020, the 2017 ESPP allowed for the issuance of up to 848,269 shares of common stock. As of March 31, 2021, 1,149,407 shares were available for grant under the 2017 ESPP.

In addition, the 2017 ESPP contains an "evergreen" provision, which allows for an increase on the first day of each fiscal year beginning with fiscal year 2018. The increase in the number of shares shall be equal to the lowest of: 1% of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year or an amount determined by the Company’s Board of Directors or Compensation Committee. The number of shares available for grant under the 2017 ESPP increased by 318,375 shares on January 1, 2021 due to this provision.

The 2017 ESPP provides for six-month option periods commencing on March 1 and ending August 31 and commencing September 1 and ending February 28 of each calendar year. The first offering under the 2017 ESPP began on September 1, 2018.

~~Stock options~~

Under the 2007 Plan and the 2017 Plan, stock options may not be granted with exercise prices of less than fair market value on the date of the grant. Options generally vest ratably over a four-year period with 25% vesting on the first anniversary and the remaining 75% vesting ratably on a monthly basis over the remaining three years. These options expire ten years after the grant date. Activity under the 2007 Plan and the 2017 Plan was as follows:

Weighted-average

Remaining contractual

Aggregate intrinsic value


Options

exercise price

life (in years)

(in thousands)
Outstanding at December 31, 2020

2,494,045

$
17.73

7.27

$
71,760
Granted

241,713

$
69.97

Exercised

(281,324)

$
10.93

Cancelled

(26,166)

$
35.98

Outstanding at March 31, 2021

2,428,268

$
23.52

7.37

$
88,387
Vested and expected to vest at March 31, 2021

2,428,268

$
23.52

7.37

$
88,387
Exercisable at March 31, 2021

1,428,652

$
14.31

6.43

$
63,050

Using the Black-Scholes option pricing model, the weighted-average fair value of options granted to employees and directors during the three months ended March 31, 2021 and 2020 was $32.83 and $11.82 per share, respectively. The expense related to awards granted to employees was $1.5 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively. The intrinsic value of stock options exercised was $16.2 million and $1.1 million for the three months ended March 31, 2021 and 2020, respectively. Activity related to non-employee awards was not material to the three months ended March 31, 2021 and 2020.

~~Restricted stock~~

Restricted common stock awards represent shares of common stock issued to employees subject to forfeiture if the vesting conditions are not satisfied. Vesting occurs periodically at specified time intervals and specified percentages. In January 2015, the Company issued 781,060 shares of restricted common stock to an executive of the Company under

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the 2007 Plan. The majority of these shares were issued subject to a four-year vesting schedule with 25% vesting on the first anniversary and the remaining vesting 75% ratably on a monthly basis over the remaining three years, while another portion was issued subject to performance based vesting. The vesting of performance based awards is dependent upon achievement of specified financial targets of the Company. The majority of the performance criteria were achieved during the years ended December 31, 2016 and 2015 and the remaining unvested awards with performance conditions are not material. NaN restricted common stock awards were granted or vested during the three months ended March 31, 2021. As of March 31, 2021, the Company had 39,806 shares of unvested restricted common stock with a weighted average grant date fair value of $3.12 per share.

~~Restricted stock units~~

Restricted stock units (RSUs) represent the right to receive shares of common stock upon meeting specified vesting requirements. In the three months ended March 31, 2021, the Company issued 140,814 RSUs to employees of the Company under the 2017 Plan. Under the terms of the agreements, 126,007 of the RSUs issued are subject to a four-year vesting schedule with 25% vesting on the first anniversary of the grant date and the remaining vesting 75% ratably on a monthly basis over the remaining three years; 13,620 of the RSUs vest on December 31, 2021; and 1,187 vested immediately upon grant. A summary of RSU activity is as follows:

Weighted-average

grant date

fair value

Shares

per share
Unvested RSUs as of December 31, 2020

478,581

$
28.08
Granted

140,814

$
71.28
Vested

(85,346)

$
24.50
Cancelled

(10,045)

$
41.14
Unvested RSUs as of March 31, 2021

524,004

$
40.02

~~The expense related to awards granted to employees and directors was $1.7 million and $0.9 million for the three months ended March 31, 2021 and 2020, respectively.~~

As of March 31, ~~2021,~~2022, there was ~~$19.9~~$42.8 million of total unrecognized compensation cost related to unvested RSUs and stock options, which is expected to be recognized over the remaining weighted-average vesting period of ~~3.1~~2.9 years.

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10. Leases

The Company is a lessee under leases of offices, lab spaces, and certain office equipment. Some of the Company’s leases include options to extend the lease, and these options are included in the lease term to the extent they are reasonably certain to be exercised.

~~Summary~~On January 28, 2022, the Company executed a lease for 85,800 square feet of ~~all~~office and laboratory space in Bedford, Massachusetts. The office space covered by this lease ~~costs recognized under ASC 842~~will serve as our principal office and headquarters once construction is completed in the third quarter of 2022. The lease commencement date was February 1, 2022, when the Company gained access to the underlying facilities. The Company has negotiated a tenant improvement allowance with the landlord which will offset a portion of the Company’s construction costs. The Company has assessed whether improvements made to the premises are landlord-owned or company-owned, with payments made by the Company for landlord-owned assets accounted for as lease incentives. The initial term of the lease’s payment schedule is eight years and nine months beginning on May 1, 2022. The Company has the option to extend the lease for 2 additional five-year periods.

The ~~following table contains a summary~~components of ~~the~~ lease ~~costs recognized under ASC 842 and other information pertaining to the Company’s operating leases for the three months ended March 31, 2021:~~expense was as follows (in thousands):

Three Months Ended March 31,

Operating leases (in thousands)

2021

2020

Lease Costs (1)

Operating lease costs

$
671

$
660

Total lease cost

$
671

$
660

Other information

Operating cash flows used for operating leases

$
846

$
407

Weighted average remaining lease term (years)

9.6
years

10.3
years
Weighted average discount rate

9.73%

9.73%


	Three Months Ended March 31,
Operating leases	2022		2021
Lease costs (1)
Operating lease costs	$	663	$	671
Total lease cost	$	663	$	671

(1) Short-term lease costs and variable lease costs incurred by the Company for the three months ended March 31, ~~2021~~2022 were not material.

Supplemental balance sheet and ~~2020~~cash flow information was as follows (amounts in thousands):


	Three Months Ended March 31,
	2022			2021
Supplemental balance sheet information:				��
Weighted average remaining lease term		8.7	years		9.6	years
Weighted average discount rate		7.4%			9.7%

Supplemental cash flow information:
Operating cash flows used for operating leases	$	862		$	846

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Future minimum commitments under the Company’s operating leases in effect as of March 31, 2022 were ~~immaterial, respectively.~~as follows (in thousands):


Twelve months ending March 31,
2023	$	4,569
2024		6,814
2025		6,987
2026		7,208
2027		7,437
Thereafter		29,634
Total lease payments		62,649
Less: imputed interest		17,200
Total operating lease liabilities	$	45,449

11. Commitments and contingencies

Tufts University

In June 2007, the Company entered into a license agreement (the License Agreement) for certain intellectual property with Tufts University (Tufts). Tufts is a related party to the Company due to Tufts’ equity ownership in the Company and because a member of the Company’s Board of Directors was affiliated with Tufts. The License Agreement, which was subsequently amended, is exclusive and sublicensable, and will continue in effect on a country-by-country basis as long as there is a valid claim of a licensed patent in a country. The Company is committed to pay ~~license and maintenance fees, prior to commercialization, in addition to~~ low single digit royalties on direct sales and services and a royalty on sublicense ~~income.~~income, as well as an annual maintenance fee that is credited against royalties payable. During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company recorded royalty expense of ~~$0.5~~$0.3 million and ~~$0.2~~$0.5 million, respectively, in cost of product revenue on the consolidated statements of ~~operations.~~

~~Supply agreement~~

The Company’s supply agreement with STRATEC Biomedical requires the Company to purchase a minimum number of commercial units over a seven-year period ending in May 2021. If the Company were to fail to purchase a required number of commercial units, the Company would be obligated to pay termination costs plus a fee based on the shortfall of commercial units purchased compared to the required minimum amount. Based on the number of commercial instruments purchased as of March 31, 2021, the Company has satisfied its required minimum purchase amount per the supply agreement. Also, if the Company terminates the supply agreement under certain circumstances and has not purchased a required number of commercial units, it would be obligated to issue warrants to purchase 93,341 shares of common stock (the Supply Warrants) at $0.003214 per share. The Company believes that it will purchase sufficient units to meet the requirements of the minimum purchase commitment and, therefore, has not accrued for any of the potential cash consideration. The Supply Warrants are accounted for at fair value; however, the fair value of the

operations~~Table of Contents~~.

~~Supply Warrants as of March 31, 2021 and December 31, 2020 was insignificant as there was a low probability of the warrants being issued.~~

Legal contingencies

The Company is subject to claims in the ordinary course of business; however, the Company is not currently a party to any pending or threatened litigation, the outcome of which would be expected to have a material adverse effect on its financial condition or the results of its operations. The Company accrues for contingent liabilities to the extent that the liability is probable and estimable.

12. ~~Notes payable~~

~~Loan agreement~~

On April 14, 2014, the Company executed a loan agreement with a lender, as subsequently amended. As of March 31, 2021, there were 0 additional amounts available to borrow under the debt facility. The interest rate on this term loan is variable based on the greater of 8% or 8% plus the prime rate less 5.25%. Interest is paid monthly beginning the month following the borrowing date. At loan inception and in connection with the amendments, the Company issued the lender warrants to purchase shares of stock. The loan agreement also contains prepayment penalties and an end of term charge. Fees incurred upon execution of the agreements, and the fair value of warrants on the date of grant were accounted for as a reduction in the book value of debt and accreted through interest expense, using the effective interest rate method, over the term of the debt. Under the amended agreement, the Company is required to pay the loan principal in four equal installments starting July 1, 2021, with the final payment and end of term charge to be made on October 1, 2021.

~~As of March 31, 2021, debt payment obligations due based on principal payments are as follows (in thousands):~~

2021

$
7,688
Total

$
7,688

~~Non-cash interest expense related to debt discount amortization and accretion of end of term fees was $0.1 million or less for each of the three months ended March 31, 2021 and 2020.~~

~~13.~~ Collaboration and license arrangements

The Company has entered into certain licenses with other companies for use of the Company’s technology. These licenses have royalty components which the Company earns and recognizes as collaboration and license revenue throughout the year. The Company recognized revenue of $0.1 million and $0.3 million for ~~the~~ three months ended March 31, 2022 and 2021, ~~and $0.1 million for the three months ended March 31, 2020~~respectively, associated with these licenses.

~~As of~~At both March 31, ~~2021~~2022 and December 31, ~~2020,~~2021, the Company had ~~$0.5~~$0.5 million of deferred revenue related to ongoing negotiations with a diagnostics company.

Abbott Laboratories

On September 29, 2020, the Company entered into a Non-Exclusive License Agreement (the Abbott License Agreement) with Abbott Laboratories (Abbott). Pursuant to the terms of the Abbott License Agreement, the Company granted Abbott a non-exclusive, worldwide, royalty-bearing license, without the right to sublicense, under the Company’s bead-based single molecule detection patents (Licensed Patents) in the field of in vitro diagnostics. Abbott agreed to pay the Company an initial license fee of $10.0 million in connection with the execution of the Abbott License Agreement,

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which was recognized as license revenue during the 2020 fiscal year. Abbott has also agreed to pay the Company milestone fees subject to the achievement by Abbott of certain development, regulatory and commercialization milestones and low single-digit royalties on net sales of licensed products.

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The Abbott License Agreement includes customary representations and warranties, covenants and indemnification obligations for a transaction of this nature. The ~~Abbot~~Abbott License Agreement became effective upon signing and will continue until expiration of the last-to-expire Licensed Patent, or the agreement is earlier terminated. Under the terms of the Abbott License Agreement, the Company and Abbott each have the right to terminate the agreement for uncured material breach by, or insolvency of, the other party. Abbott may also terminate the Abbott License Agreement at any time without cause upon 60 days’ notice.

During the three months ended March 31, 2022 and 2021, the Company recognized no0 revenue under the Abbott License Agreement.

~~14. Employee benefit plans~~

13. Related party transactions

The Company ~~sponsors~~entered into the License Agreement for certain intellectual property with Tufts (see Note 11). Tufts’ equity ownership in the Company makes Tufts a ~~401(k) savings plan for its employees. The~~related party. A member of our Board of Directors was previously affiliated with Tufts and continues to receive compensation from Tufts on a formulaic basis on royalties and license payments the Company ~~may make discretionary contributions for each 401(k) plan year.~~makes to Tufts. During the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, the Company ~~made contributions~~recorded royalty expense of $0.3 million and $0.5 million in cost of product revenue on the consolidated statements of operations, respectively.

One of the Company’s Directors is affiliated with Harvard University, the Wyss Institute at Harvard and Mass General Brigham. Revenue recorded from sales to Harvard University and its affiliates and to Mass General Brigham and its affiliates totaled $0.2 million and less than $0.1 million for the three months ended March 31, 2022 and 2021, respectively. The Company had $0.1 million and $0.2 million in accounts receivable from Harvard University and its affiliates and Mass General Brigham and its affiliates at March 31, 2022 and December 31, 2021, respectively. Deferred revenue from Harvard University and its affiliates and Mass General Brigham and its affiliates was $0 and $0.1 million at March 31, 2022 and December 31, 2021, respectively.

~~15. Goodwill~~Amounts from other related party relationships are immaterial. Collectively, the Company had $18 thousand in accounts receivable at December 31, 2021 from these other related parties. In addition, the Company had a total of $57 thousand and ~~acquired intangible assets~~

As$6 thousand in accounts payable at March 31, 2022 and December 31, 2021, respectively, from these other related parties. The Company had a total of $4 thousand in other accrued expenses at March 31, 2022 from these related parties. In the three months ended March 31, 2022, the Company recorded cost of product revenue of $9 thousand, cost of service and other revenue of $52 thousand, research and development of $41 thousand and selling, general, and administrative of $33 thousand, collectively from these other related parties. In the three months ended March 31, 2021, the ~~carrying amount~~Company recorded service revenue of ~~goodwill was $9.9 million. The following is a rollforward~~$20 thousand, cost of ~~the Company’s goodwill balance (in thousands):~~

Goodwill
Balance as of December 31, 2020

$
10,460
Cumulative translation adjustment

(527)
Balance as of March 31, 2021

$
9,933

~~Acquired intangible assets as~~product revenue of ~~March 31, 2021 consist~~$7 thousand, cost of ~~the following (in thousands):~~

March 31, 2021

Gross

Cumulative

Net

Weighted

Estimated Useful

Carrying

Accumulated

Translation

Carrying

Average


Life (in years)

Value

Amortization

Adjustment

Value

Life Remaining (in years)
Know-how

8.5

$
13,000

$
(2,678)

$
654

$
10,976

6.75
Developed technology

7

1,650

(1,100)

—

550

3.84
Customer relationships

8.5 - 10

1,360

(663)

6

703

6.83
Non-compete agreements

5.5

340

(119)

14

235

3.75
Trade names

3

50

(50)

—

—

—
Total

$
16,400

$
(4,610)

$
674

$
12,464

~~Acquired intangible assets as~~service and other revenue of ~~December 31, 2020 consist~~$17 thousand, research and development of ~~the following (in thousands):~~$6 thousand and selling, general, and administrative of $14 thousand, in total from these other related parties.

December 31, 2020

Gross

Cumulative

Net

Weighted

Estimated Useful

Carrying

Accumulated

Translation

Carrying

Average


Life (in years)

Value

Amortization

Adjustment

Value

Life Remaining (in years)
Know-how

8.5

$
13,000

$
(2,296)

$
1,374

$
12,078

6.99
Developed technology

7

1,650

(1,036)

—

614

4.09
Customer relationships

8.5 - 10

1,360

(618)

12

754

7.08
Non-compete agreements

5.5

340

(102)

31

269

3.99
Trade names

3

50

(49)

—

1

0.08
Total

$
16,400

$
(4,101)

$
1,417

$
13,716

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The Company recorded amortization expense of $0.5 million and $0.5 million for the three months ended March 31, 2021 and 2020, respectively. Amortization relating to developed technology is recorded within research and development expenses, amortization of customer relationships is recorded within selling, general, and administrative expenses, amortization of trade names is recorded within selling, general and administrative expenses, amortization of non-compete agreements is recorded within selling, general, and administrative expenses, and amortization of know-how is recorded within cost of product revenue.

~~Future estimated amortization expense of acquired intangible assets as of March 31, 2021 is as follows (in thousands):~~

For the Years Ended December 31,

Estimated Amortization Expense
Current year (2021)

$
1,504
2022

1,930
2023

1,848
2024

1,733
2025

1,617
Thereafter

3,832

$
12,464

~~16. Related party transactions~~

The Company entered into the License Agreement for certain intellectual property with Tufts (see Note 11). Tufts is a related party to the Company due to Tufts’ equity ownership in the Company and because a member of the Company’s Board of Directors was affiliated with Tufts. During the three months ended March 31, 2021 and 2020, the Company recorded royalty expense of $0.5 million and $0.2 million, respectively, in cost of product revenue on the consolidated statements of operations.

During the year ended December 31, 2017, Harvard University became a related party because a member of the Company’s Board of Directors is affiliated with Harvard University. Revenue recorded from sales to Harvard University was less than $0.1 million during both the three months ended March 31, 2021 and 2020.

~~17.~~14. Accumulated other comprehensive ~~income (loss)~~loss

The following shows the changes in the components of accumulated other comprehensive ~~income (loss) for the three months ended March 31, 2021 and 2020 which consisted of only foreign currency translation adjustments for the periods shown~~loss (in thousands):


			Accumulated		Cumulative translation adjustment		Accumulated Other Comprehensive Income (Loss)
	Cumulative		Other
Balance - December 31, 2021					$	441	$	441
Current period accumulated other comprehensive loss						(1,197)		(1,197)
Balance - March 31, 2022					$	(756)	$	(756)
	Translation		Comprehensive
	Adjustment		Income (Loss)		Cumulative translation adjustment		Accumulated Other Comprehensive Income (Loss)
Balance - December 31, 2020	$	2,434	$	2,434	$	2,434	$	2,434
Current period accumulated other comprehensive loss		(1,251)		(1,251)		(1,251)		(1,251)
Balance - March 31, 2021	$	1,183	$	1,183	$	1,183	$	1,183

			Accumulated
	Cumulative		Other
	Translation		Comprehensive
	Adjustment		Loss
Balance - December 31, 2019	$	(153)	$	(153)
Current period accumulated other comprehensive loss		(1,047)		(1,047)
Balance - March 31, 2020	$	(1,200)	$	(1,200)

15. Subsequent Event

~~Table~~During the first quarter of ~~Contents~~

~~18. Subsequent events~~

~~The~~2022, the Company ~~had no significant subsequent events~~implemented an executive leadership succession plan designed to leverage the Company’s strong foundation for growth. In connection with this plan, E. Kevin Hrusovsky has transitioned from his role as Chief Executive Officer and was appointed Executive Chairman of the ~~period March 31, 2021 through~~Company’s Board of Directors (the “Board”), effective April 25, 2022. Effective April 25, 2022, Masoud Toloue, Ph.D., President of Quanterix and Diagnostics, was appointed Chief Executive Officer of the ~~filing date~~Company. Effective April 25, 2022, Dr. Toloue was also appointed to serve on the Company’s Board as a Class II director, with a term ending at the 2022 annual meeting of ~~this Quarterly Report on Form 10-Q.~~

stockholders and will continue to serve as the Company’s President.

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

You should read the following discussion and analysis of our financial condition and results of operations together with our condensed consolidated financial statements and the related notes included elsewhere in this Quarterly Report on Form 10-Q and our audited financial statements and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the year ended December 31, ~~2020~~,2021, filed with the ~~SEC.~~Securities and Exchange Commission (SEC). In addition to historical information, the following discussion contains forward-looking statements that involve risks, uncertainties and assumptions. Our actual results, performance or experience could differ materially from what is indicated by any forward-looking statement due to various important factors, risks and uncertainties, including, but not limited to, those set forth under “Special Note Regarding Forward-Looking Statements” included elsewhere in this quarterly report or under “Risk Factors” in Item 1A of Part I of our Annual Report on Form 10-K for the year ended December 31, ~~2020~~ 2021 as may be updated by “Part II, Item 1A, Risk Factors” of our subsequently filed Quarterly Reports on Form 10-Q.

Overview

We are a life sciences company that has developed next generation, ultra-sensitive digital immunoassay platforms that advance precision health for life sciences research and diagnostics. Our platforms are based on our proprietary digital “Simoa” detection technology. Our 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.~~concentrations. These capabilities provide our 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. We believe this greater insight will enable the development of novel therapies and diagnostics and facilitate a paradigm shift in healthcare from an emphasis on treatment to a focus on earlier detection, monitoring, prognosis and, ultimately, prevention. We are currently focusing on protein detection, which we believe is an area of significant unmet need and where we have significant competitive advantages. However, in addition to enabling new applications and insights in protein analysis, our Simoa platforms have also demonstrated applicability across other testing applications, including detection of nucleic acids and small molecules.

We currently sell most of our products for life science research, primarily to laboratories associated with academic and governmental research institutions, as well as pharmaceutical, biotechnology and contract research companies, through a direct sales force and support organizations in North America and Europe, and through distributors or sales agents in other select markets, including Australia, Brazil, China, Czech Republic, India, Israel, Japan, Lebanon, Mexico, Qatar, Saudi Arabia, Singapore, South Korea, and Taiwan.

Our instruments are designed to be used either with assays fully developed by us, including all antibodies and supplies required to run the tests, or with “homebrew” kits where we supply some of the components required for testing, and the customer supplies the remaining required elements. Accordingly, our installed instruments generate a recurring revenue stream. As the installed base of the Simoa instruments increases, total consumables revenue overall is expected to increase. We believe that consumables revenue should be subject to less period-to-period fluctuation than our ~~recurring consumable~~instrument sales revenue ~~is driven by~~and will become an increasingly important contributor to our ~~customers’ ability to extract more valuable data using our platform and to process a large number of samples quickly with little hands-on preparation.~~

overall revenue.

We commercially launched our first immunoassay platform, the Simoa HD-1, in January 2014. The HD-1 is based on our bead-based technology, and assays run on the HD-1 are fully automated. We initiated commercial launch of the SR-X instrument in December 2017. The SR-X utilizes the same Simoa bead-based technology and assay kits as the HD-1 in a compact benchtop form with a lower price point, more flexible assay preparation, and a wider range of applications. In July 2019, we 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. We began shipping and installing HD-X instruments at customer locations in 2019, and by the ~~third quarter~~end of ~~2019. As~~2021, approximately 68% of the HD instrument installed base ofwas HD-X instruments.

We also provide contract research services for customers through our CLIA-certified Accelerator Laboratory. The Accelerator Laboratory provides customers with access to Simoa technology, and supports multiple projects and services, including sample testing, homebrew assay development and custom assay development. To date, we have completed over 1,700 projects for approximately 400 customers from all over the world using our Simoa platforms.

We sell our instruments, ~~increases, total~~ consumables ~~revenue overall is expected~~and services to the life science, pharmaceutical and diagnostics industries through a direct sales force and support organizations in North America and Europe, and through distributors or sales agents in other select markets, including Australia, Brazil, China, Czech Republic, India, Hong Kong, Israel, Japan, New Zealand, Qatar, Saudi Arabia, Singapore, South Africa, South Korea, Taiwan, and UAE. In addition, Uman sells Nf-L

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~~increase.~~antibodies and Nf-L ELISA kits directly, and in conjunction with us and another distributor worldwide. We ~~believe that consumables revenue should be subject to less period-to-period fluctuation than our instrument sales revenue,~~have an extensive base of customers in world class academic and ~~will become an increasingly important contributor to our overall revenue.~~

On January 30, 2018, we acquired Aushon Biosystems, Inc. (Aushon) for $3.2 million in cash, with an additional payment of $0.8 million made in July 2018, six months after the acquisition date. With the acquisition of Aushon, we acquired a CLIA certified laboratory,governmental research institutions, as well as ~~Aushon’s proprietary sensitive planar array detection technology. Leveraging our proprietary sophisticated~~pharmaceutical, biotechnology and contract research companies.

During the three months ended March 31, 2022, we entered into a Master Collaboration Agreement with Eli Lilly and Company (Lilly) establishing a framework for future projects focused on the development of Simoa ~~image analysis~~immunoassays (the Lilly Collaboration Agreement). We also entered into a Statement of Work under the Lilly Collaboration Agreement to perform assay research and ~~data analysis algorithms, we further refined this planar array technology to develop~~development services within the ~~SP-X instrument to provide the same Simoa sensitivity found in our Simoa bead-based platform. We initiated an early-access program for the SP-X instrument in January 2019,~~field of Alzheimer’s disease. In connection with the ~~full commercial launch commenced in April 2019.~~Lilly Collaboration Agreement, we received a non-refundable up-front payment of $5.0 million during the three months ended March 31, 2022, and under the Statement of Work receive $1.5 million per calendar quarter during 2022, beginning with the three months ended March 31, 2022. The revenue will be recognized over a one-year period.

~~On August 1, 2019,~~Concurrent with the execution of the Lilly Collaboration Agreement, we ~~completed our acquisition~~entered into a Technology License Agreement (the Lilly License) under which Lilly granted to us a non-exclusive license to Lilly’s proprietary P-tau217 antibody technology for potential near-term use in research use only products and services and future in vitro diagnostics applications within the field of ~~UmanDiagnostics AB (Uman) for~~Alzheimer’s disease. In consideration of the license, we paid an ~~aggregate purchase price of $21.2 million, comprised of (i) $15.7 million in cash plus (ii) 191,152 shares of our common stock (representing $5.5 million~~upfront fee, are required to make milestone payments based on the ~~closing prices~~achievement of ~~our common stock~~predetermined regulatory and commercial events, and will pay a royalty on net sales of licensed products.

We concluded that the ~~Nasdaq Global Market on July 1, 2019~~Lilly Collaboration Agreement and ~~August 1, 2019,~~ the ~~dates of issuance).~~Lilly License represented a single contract with a customer and are accounting for the agreements as service revenue recognized over time as the services are delivered. The ~~acquisition closed with respect~~transaction price for the Lilly Collaboration Agreement is $10.9 million. Contingent amounts due to ~~95%~~Lilly represent variable consideration payable to a customer and will be recognized as reductions to service revenue up to the amount of the ~~outstanding shares~~transaction price recognized, when probable. We are utilizing an input method to measure the delivery of ~~capital stock of Uman on July 1, 2019 and with respect~~services by calculating costs incurred at each period end relative 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-Ltotal costs expected to ~~advance the development of therapeutics and diagnostics for neurodegenerative conditions.~~ be incurred.

During the three months ended March 31, 2022, we recognized approximately $2.7 million of revenue from the Lilly Collaboration Agreement as service revenue.

On September 29, 2020, we entered ~~into a Non-exclusive~~the Abbott License Agreement ~~(the Abbott License Agreement)~~ with ~~Abbott Laboratories (Abbott).~~Abbott. Pursuant to the terms of the Abbott License Agreement, we granted Abbott a non-exclusive, worldwide, royalty-bearing license, without the right to sublicense, under our bead-based single molecule detection patents in the field of ~~in vitro~~ ~~diagnostics.~~IVD. Abbott ~~has~~ paid us an initial license fee of $10.0 million in connection with the execution of the Abbott License Agreement, which was recognized as ~~collaboration and~~ license revenue for the ~~three months~~year ended ~~September 30,~~December 31, 2020. In addition, during the three months ended September 30, 2020, we recognized as collaboration and license revenue approximately $1.2 million of previously deferred revenue upon entering into the Abbott License Agreement. Abbott has also agreed to pay us milestone fees subject to the achievement by Abbott of certain development, regulatory and commercialization milestones and low single digit royalties on net sales of licensed products.

In view of the COVID-19 pandemic, in 2020 we began developing a SARS-CoV-2 antibody test (the “Antibody Test”) and a SARS-CoV-2 antigen test (the “Antigen Test”) for our HD-X instrument. The FDA issued EUAs for the Antibody Test and the Antigen Test in December 2020 and January 2021, respectively. In September 2021, the FDA expanded the EUA label for the Antigen Test to include testing with nasal swabs and saliva and for asymptomatic serial testing with nasal swab samples. In May 2022, we submitted a request to the FDA to voluntarily withdraw the EUA for each of these tests as we no longer intend to market the EUA version of the tests. This decision was made in recognition of the changing testing dynamics of the COVID-19 pandemic. Our tests are optimized for use in central laboratory testing environments that process samples in high volume. As the health crisis transitions from the pandemic to endemic phase, public health policy has shifted to prioritize more routine use of low-cost, rapid antigen tests. Additionally, a substantial majority of revenue from our COVID-19 test portfolio has been from the RUO-labeled versions of these tests, which continue to be utilized in research and clinical settings. We intend to continue to commercialize the RUO-labeled tests.

In September 2020, we entered into WP2 with the NIH under the RADx program. This contract, which had a total award value of up to $18.2 million, was intended to accelerate the continued development, scale-up and deployment of the Antigen Test, in particular to expand assay kit manufacturing capacity and commercial deployment readiness.

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Contract funding was subject to the achievement of pre-defined milestones and the contract period ran through September 2021, with one milestone extended to May 31, 2022. As of March 31, 2022, we had received $17.7 million out of the full $18.2 million under WP2, and in May 2022 we received the final $0.5 million. Performance under the RADx WP2 contract is now complete.

We are subject to ongoing uncertainty concerning the ~~SARS-COV-2 (COVID-19)~~COVID-19 pandemic, including its length and severity and its effect on our business. ~~During the first and second quarters of~~In 2020, we ~~implemented a resiliency plan focused on the health and safety of our employees and maintaining continuity of our operations. We have seen~~saw an impact on instrument revenue due to limitations on our ability to access certain customer sites and complete instrument installations, as well as an impact on consumables revenue from interruptions in certain customer ~~laboratories. We~~laboratories through the first quarter of 2021. As customers began returning to normal operations in the second quarter of 2021, we have seen less of an impact related to COVID-19 related shutdowns. However, we expect ~~these~~ COVID-19 related challenges to continue ~~until these customers return to normal operations.~~for the foreseeable future and potentially increase if variants result in new shutdowns.

In view of the pandemic, we have adjusted our operations to expand capacity in our Accelerator Laboratory to support customers whose operations have been disrupted and to sustain clinical trials. We also determined that our cytokine assay technology provides researchers with important and differentiated tools to study disease progression, cytokine release syndrome, and patient-treatment response in the fight against COVID-19, and began developing a SARS- CoV-2 semi-quantitative IgG assay and a SARS-CoV-2 antigen detection assay, and prototyping a high-definition multiplex SARS-CoV-2 serology assay. In December 2020, the Food and Drug Administration (FDA) issued an Emergency Use Authorization (EUA) for our Simoa Semi-Quantitative SARS-CoV-2 IgG Antibody Test, and in January 2021, the FDA issued an EUA for our Simoa SARS-CoV-2 N Protein Antigen Test, each of which is run on our HD-X instrument. We currently intend to pursue authorization for additional sample types, including nasal swabs, saliva, and capillary dried blood obtained from a fingerstick. Preliminary clinical research studies suggest the viral antigen may be readily detectable in asymptomatic and pre-symptomatic patients, and we are exploring extending the test to screening applications, home-based sample collection and pooling to enable larger scale testing.

In September 2020, we entered into a workplan 2 award (WP2) with the National Institute of Health (NIH) under the Rapid Acceleration of Diagnostics (RADx) program. This contract, which has a total award value of $18.2

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million, is intended to accelerate the continued development, scale-up and deployment of our novel SARS-CoV-2 antigen test. Initial early feasibility of this test was funded in part through the workplan 1 award (WP1) we were granted in June 2020. WP2 supports clinical validation of the test in support of the EUA submissions with the FDA and provides funding to expand assay kit manufacturing capacity and commercial deployment readiness. Contract funding is subject to achievement of pre-defined milestones and the contract period runs through September 2021.

The COVID-19 situation remains dynamic, and there remains significant uncertainty as to the length and severity of the pandemic, the actions that may be taken by government authorities, the impact to the business of our customers and suppliers, the long-term economic implications and other factors identified in “Part I, Item 1A, Risk Factors” of ~~our~~this Annual Report on Form ~~10-K for the year ended December 31, 2020 as may be updated by “Part II, Item 1A, Risk Factors” of our subsequently filed Quarterly Reports on Form 10-Q.~~10-K. We will continue to evaluate the nature and extent of the impact to our business, financial condition, and operating ~~results~~.results.

As of March 31, ~~2021,~~2022, we had cash and cash equivalents of ~~$442.7~~$376.9 million. ~~Other than the third quarter of 2020, since~~Since inception, we have incurred annual net losses. Our net loss was $57.7 million, $31.5 million, ~~$40.8 million,~~ and ~~$31.5~~$40.8 million for the years ended December 31, 2021, 2020, ~~2019~~ and ~~2018,~~2019, respectively, and ~~$10.1~~$18.2 million and ~~$11.6~~$10.1 million for the three months ended March 31, ~~2021~~2022 and ~~2020,~~2021, respectively. As of March 31, ~~2021,~~2022, we had an accumulated deficit of ~~$257.9~~$323.6 million and stockholders' equity of ~~$471.5~~$426.4 million. We expect to continue to incur significant expenses and operating losses at least through the next 24 months. We expect our expenses will increase substantially as we:

●

expand our sales and marketing efforts to further commercialize our products;

●

strategically acquire companies or technologies that may be complementary to our business;

●

expand our research and development efforts to improve our existing products and develop and launch new products, particularly if any of our products are deemed by the ~~United States Food and Drug Administration, or~~ FDA to be medical devices or otherwise subject to additional regulation by the FDA;

●

seek ~~premarket approval, or~~ PMA or 510(k) clearance ~~or emergency use authorization, or EUA,~~ from the FDA for our existing products or new products if or when we decide to market products for use in the prevention, diagnosis or treatment of a disease or other condition;

●

hire additional personnel and continue to grow our employee headcount;


●	enter into additional collaboration arrangements ~~if any,~~ or in-license other products and technologies;

●

~~expand assay kit manufacturing capacity and commercial development readiness in connection with the RADx WP2 contract;~~

●

add operational, financial and management information systems; and

●

continue to incur increased costs as a result of operating as a public company.

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Results of Operations

Comparison of the Three Months Ended March 31, ~~2021~~2022 and March 31, ~~2020~~2021 (dollars in thousands):


	Three Months Ended				Three Months Ended
	March 31,		% of		March 31,		% of			$		%		Three Months Ended March 31,									Increase (Decrease)
	2021		revenue		2020		revenue			change		change		2022		% of revenue		2021		% of revenue			Amount		%
Product revenue	$	18,248	67	%	$	9,833	63	%		$	8,415	86	%	$	20,656	70	%	$	18,248	67	%		$	2,408	13	%
Service and other revenue		6,409	24	%		5,762	36	%			647	11	%		8,810	30	%		6,409	24	%			2,401	37	%
Collaboration and license revenue		261	1	%		132	1	%			129	98	%		86	—	%		261	1	%			(175)	(67)	%
Grant revenue		2,291	8	%		—	—	%			2,291	100	%		—	—	%		2,291	8	%			(2,291)	(100)	%
Total revenue		27,209	100	%		15,727	100	%			11,482	73	%		29,552	100	%		27,209	100	%			2,343	9	%
Cost of goods sold:
Cost of product revenue		7,480	27	%		6,186	39	%			1,294	21	%		10,746	37	%		7,480	27	%			3,266	44	%
Cost of service revenue		3,380	12	%		2,728	17	%			652	24	%		4,247	14	%		3,380	12	%			867	26	%
Total costs of goods sold and services		10,860	40	%		8,914	57	%			1,946	22	%		14,993	51	%		10,860	40	%			4,133	38	%
Gross profit		16,349	60	%		6,813	43	%			9,536	140	%		14,559	49	%		16,349	60	%			(1,790)	(11)	%
Operating expenses:
Research and development		6,683	25	%		4,268	27	%			2,415	57	%		7,034	24	%		6,683	25	%			351	5	%
Selling, general, and administrative		19,455	72	%		14,273	91	%			5,182	36	%		25,712	87	%		19,455	72	%			6,257	32	%
Total operating expenses		26,138	96	%		18,541	118	%			7,597	41	%		32,746	111	%		26,138	96	%			6,608	25	%
Loss from operations		(9,789)	(36)	%		(11,728)	(75)	%			1,939	17	%		(18,187)	(62)	%		(9,789)	(36)	%			(8,398)	(86)	%
Interest (expense) income, net		(163)	(1)	%		161	1	%	`		(324)	(201)	%
Interest income (expense), net															52	—	%		(163)	(1)	%	`		215	132	%
Other expense, net		(194)	(1)	%		(167)	(1)	%			(27)	(16)	%		(217)	(1)	%		(194)	(1)	%			(23)	(12)	%
Loss before income taxes		(10,146)	(37)	%		(11,734)	(75)	%			1,588	14	%		(18,352)	(63)	%		(10,146)	(37)	%			(8,206)	(81)	%
Income tax benefit		42	—	%		124	1	%			(82)	(66)	%		199	2	%		42	—	%			157	374	%
Net loss	$	(10,104)	(37)	%	$	(11,610)	(74)	%		$	1,506	13	%	$	(18,153)	(61)	%	$	(10,104)	(37)	%		$	(8,049)	(80)	%

Revenue

Total revenue increased by ~~$11.5~~$2.3 million, or ~~73%~~9%, to $29.6 million for the three months ended March 31, 2022, as compared to $27.2 million for the three months ended March 31, ~~2021 as compared to $15.7~~2021. Product revenue consisted of sales of instruments totaling $6.2 million and sales of consumables and other products of $14.2 million for the three months ended March 31, ~~2020.~~ 2022. Product revenue primarily consisted of instrument sales ~~of instruments~~ totaling $7.0 million and sales of consumables and other products of $11.3 million for the three months ended March 31, ~~2021. Product revenue consisted of sales of instruments totaling $3.7 million and sales of consumables and other products totaling $6.1 million for the three months ended March 31, 2020.~~2021. The increase in product revenue of ~~$8.4~~$2.4 million in the first quarter of 2022 was ~~primarily~~ due to ~~increased~~the increase in consumable sales year over year, partially offset by a decline in instrument ~~demand~~sales. The increase in service and other revenue was due to the $2.7 million of revenue recognized from the Lilly Collaboration Agreement during the three months ended March 31, ~~2021. In addition, as the installed base of instruments increased from March 31, 2020 to March 31, 2021, the consumable sales increased as customers opened from their COVID-19 related shutdowns.~~ ~~The increase in service and other revenue of $0.6 million was primarily due to our increase in service-type warranties and other services related to the increase in installed base of instruments.~~2022. ~~We had $0.3 million and $0.1 million in~~Our collaboration and license revenue during ~~the three months ended March 31, 2021 and 2020, respectively,~~both periods was mainly related to licensing technology and intellectual property. Grant revenue of $2.3 million ~~consisted of revenue related to WP2 recognized during~~for the three months ended March 31, ~~2021.~~2021 consisted of revenue related to WP2. We did not have any grant revenue during the three months ended March 31, ~~2020.~~2022.

Cost of Goods Sold, Services, and ~~Services~~Licenses

Cost of product revenue increased by ~~$1.3~~$3.3 million, or ~~21%~~44%, to $10.7 million the three months ended March 31, 2022, as compared to $7.5 million for the three months ended March 31, ~~2021 as compared~~2021. The increase was primarily due to ~~$6.2 million~~inefficiencies in our manufacturing and inventory management processes resulting in higher excess and obsolete product during the quarter. Accordingly, we changed our estimate for excess and obsolete product during the three months ended March 31, ~~2020. The increase was primarily due to~~2022, increasing our ~~increase in product revenue.~~reserve. Cost of service revenue increased to $4.3 million the three months ended March 31, 2022, as compared to $3.4 million for the three months ended March 31, 2021, ~~from $2.7 million~~primarily due to our increased service revenue. Overall, cost of goods sold as a percentage of revenue increased to 51% of total revenue the three months ended March 31, 2022, as compared to 40% for the three months ended March 31, ~~2020. The increase~~2021. This was ~~primarily due to increased personnel costs from~~a result of the ~~build out of~~inefficiencies in our ~~field service organization. Overall cost of goods sold as a percentage~~manufacturing and inventory management processes noted above.

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~~of revenue decreased to 40% of total revenue~~Research and Development Expense

Research and development expense increased by $0.4 million, or 5%, for the three months ended March 31, ~~2021~~2022, as compared to ~~57%~~the same period in 2021, primarily due to additional headcount in research and development as we scale our organization and invest in process improvements.

Selling, General, and Administrative Expense

Selling, general and administrative expense increased by $6.3 million, or 32%, for the three months ended March 31, ~~2020, primarily~~2022, as ~~a result~~compared to the same period in 2021, mainly due to additional headcount as we scale our organization and discretionary spending increases.

Interest income (Expense), Net

Interest income (expense), net increased to income of ~~the significant increase in grant revenue, increased manufacturing efficiencies, and an increase in average selling prices of our instruments.~~

~~Research and Development Expense~~

~~Research and development expense increased by $2.4~~ $0.1 million ~~or 57%, to $6.7 million~~ for the three months ended March 31, ~~2021~~2022, as compared to $4.3 million for the three months ended March 31, 2020. The increase was primarily due to compensation, development, materials, and other expenses related to work under WP2 incurred during the three months ended March 31, 2021.

~~Selling, General, and Administrative Expense~~

~~Selling, general and administrative expense increased by $5.2 million for the three months ended March 31, 2021 as compared to the same period in 2020.~~ ~~The increase was primarily due to headcount additions in various departments as we build out our organization to support growth.~~

~~Interest (Expense) Income, Net and Other Expense, Net~~

~~Interest (expense) income, net and other expense, net was~~ an expense of $0.2 million ~~for~~in the ~~three months ended March 31,~~same period in 2021, ~~as compared to income of $0.2 million for the three months ended March 31, 2020, primarily~~ due to ~~decreased~~maturity of the Company’s note payable in the fourth quarter of 2021 and higher interest income ~~earned on cash equivalents, as COVID-19 unfavorably impacted interest rates~~ on our cash equivalents during the three months ended March 31, ~~2021.~~2022.

Other Expense, Net

Other expense, net was consistent at $0.2 million in both periods presented and mainly consisted of the impact of foreign currency exchange rates.

Income Tax Benefit

Income tax benefit ~~decreased by~~was $0.2 million for the three months ended March 31, 2022 and less than $0.1 million for the three months ended March 31, 2021 ~~as compared to the same period in 2020.~~ ~~The change is~~consisting primarily ~~due to the decrease in the tax benefit~~of provisions recorded on the operating results of our foreign subsidiaries.

Liquidity and Capital Resources

To date, we have financed our operations principally through equity offerings, borrowings from credit facilities and revenue from our commercial operations.

~~Equity Offerings~~

On August 6, 2020, we entered into an underwriting agreement Leerink and Cowen, as representatives of the several underwriters, relating to an underwritten public offering of approximately 3.0 million shares of common stock, par value $0.001 per share. The underwritten public offering resulted in gross proceeds of $97.6 million. We incurred $6.2 million in issuance costs associated with the underwritten public offering, resulting in net proceeds of $91.4 million.

On February 3, 2021, we entered into an underwriting agreement with Goldman Sachs & Co. LLC, Leerink, and Cowen, as representatives of the several underwriters, relating to an underwritten public offering of 4,107,142 shares of common stock at a public offering price of $70.00 per share. We received $287.5 million in gross proceeds and approximately $269.7 million in net proceeds.

~~Loan Facility with Hercules~~

On April 14, 2014, we executed a loan agreement with Hercules Capital, Inc. (Hercules), as subsequently amended most recently in April 2019. As of March 31, 2021 and December 31, 2020, our outstanding long term debt balance was $7.7 million. The interest rate on this term loan was variable based on a calculation of 8% plus the prime rate less 5.25%, with a minimum interest rate of 8%. Interest was to be paid monthly beginning the month following the

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borrowing date. Under the amended agreement, we are required to pay the loan principal in four equal installments starting July 1, 2021, with the final principal payment and end of term charge to be made on October 1, 2021.

The loan agreement contains negative covenants restricting our activities, including limitations on dispositions, mergers or acquisitions, incurring indebtedness or liens, paying dividends or making investments and certain other business transactions. There are no financial covenants associated with the loan agreement. The obligations under the loan agreement are subject to acceleration upon the occurrence of specified events of default, including a material adverse change in our business, operations or financial or other condition, which is subjective in nature. We have determined that the risk of subjective acceleration under the material adverse events clause is not probable and therefore have classified the outstanding principal in current and long-term liabilities based on scheduled principal payments.

~~Debt principal repayments, including the end of term fees, due as of March 31, 2021 are (in thousands):~~

Year ending December 31, 2021

$
7,738

$
7,738

Cash Flows

The following table presents our cash flows ~~for each period presented~~ (in thousands):


	Three Months Ended March 31,				Three Months Ended March 31,
	2021		2020		2022		2021
Net cash used in operating activities	$	(14,089)	$	(13,179)	$	(21,695)	$	(14,089)
Net cash provided by (used in) investing activities		2,435		(426)
Net cash (used in) provided by investing activities						(874)		2,435
Net cash provided by financing activities		273,313		861		979		273,313
Net increase (decrease) in cash and cash equivalents	$	261,659	$	(12,744)
Net (decrease) increase in cash, cash equivalents and restricted cash					$	(21,590)	$	261,659

Net Cash Used in Operating Activities

We derive cash flows from operations primarily from the sale of our products and services. Our cash flows from operating activities are also significantly influenced by our use of cash for operating expenses to ~~support the growth of our business.~~invest in process improvements. We have historically experienced negative cash flows from operating activities as we have developed our technology, expanded our business and built our infrastructure and this may continue in the future.

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Net cash used in operating activities was $21.7 million during the three months ended March 31, 2022. The net cash used in operating activities primarily consisted of the net loss of $18.2 million offset by non-cash charges of $3.8 million of stock-based compensation expense and $1.4 million of depreciation and amortization expense. Cash used as a result of changes in operating assets and liabilities of $8.9 million was primarily due to a decrease in accounts payable of $5.3 million and a decrease in accrued compensation and benefits, other accrued expenses and other current liabilities of $4.9 million offset by an increase in deferred revenue of $3.0 million.

Net cash used in operating activities was $14.1 million during the three months ended March 31, 2021. The net cash used in operating activities primarily consisted of the net loss of $10.1 million offset by non-cash charges of $3.4 million of stock-based compensation expense and $1.2 million of depreciation and amortization expense. Cash used as a result of changes in operating assets and liabilities of $8.9 million was primarily due to a decrease in accrued compensation and benefits, other accrued expenses and other current liabilities of $5.6 million, and an increase in inventory of $2.3 million.

Net cash used in operating activities was $13.2 million during the three months ended March 31, 2020. The net cash used in operating activities primarily consisted of the net loss of $11.6 million offset by non-cash charges of $2.1 million of stock-based compensation expense and $1.0 million of depreciation and amortization expense. Cash used as a result of changes in operating assets and liabilities of $5.3 million was primarily due to an increase in accounts receivable of $1.2 million, an increase in inventory of $1.4 million, an increase in accounts payable of $1.1 million, and an increase in accrued compensation and benefits, other accrued expenses and other current liabilities of $1.7 million.

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Net Cash (Used in) Provided by ~~(Used in)~~ Investing Activities

Historically, our primary investing activities have consisted of capital expenditures for the purchase of capital equipment to support our expanding infrastructure and work force. We expect to continue to incur additional costs for capital expenditures related to these efforts in future periods.

Investing activities used $0.9 million of cash during the three months ended March 31, 2022 primarily related to purchases of property and equipment.

Investing activities provided $2.4 million of cash during the three months ended March 31, 2021 primarily related to $2.5 million in grant proceeds related to WP2.

~~We used $0.4 million of cash in investing activities during the three months ended March 31, 2020 for the purchase of property and equipment.~~

Net Cash Provided by Financing Activities

Historically, we have financed our operations principally through ~~private placements~~sales of our stock, borrowings from credit facilities, and revenues from our commercial operations.

Financing activities provided $1.0 million of cash during the three months ended March 31, 2022, mainly from proceeds from employee stock purchases and stock option exercises.

Financing activities provided $273.3 million of cash during the three months ended March 31, 2021, primarily from $269.7 million in net proceeds from our underwritten public offering during the first quarter of 2021, and $3.1 million in proceeds from common stock option exercises.

Financing activities provided $0.9 million of cash during the three months ended March 31, 2020, primarily from $0.5 million in proceeds from stock options exercised and $0.4 million in proceeds from stock purchases through our 2017 ESPP.

Capital Resources

Other than the third quarter of 2020, since inception, we have incurred net losses, and we also expect that our operating expenses will increase as we continue to increase our marketing efforts to drive adoption of our commercial products. Additionally, as a public company, we have incurred and will continue to incur significant audit, legal and other expenses that we did not incur as a private company. Our liquidity requirements have historically consisted, and we expect that they will continue to consist, of sales and marketing expenses, research and development expenses, working capital, debt service and general corporate expenses.

We believe cash generated from commercial sales, our current cash and cash equivalents, and interest income we earn on these balances will be sufficient to meet our anticipated operating cash requirements for at least the next 12 months. In the future, we expect our operating and capital expenditures to increase as we increase headcount, expand our sales and marketing activities and grow our customer base. Our estimates of the period of time through which our financial resources will be adequate to support our operations and the costs to support research and development and our sales and marketing activities are forward-looking statements and involve risks and uncertainties and actual results could vary materially and negatively as a result of a number of factors, including the factors discussed in Item 1A, "Risk

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Factors" of our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021 We have based our estimates on assumptions that may prove to be wrong and we could utilize our available capital resources sooner than we currently expect. Our future funding requirements will depend on many factors, including:

●

market acceptance of our ~~products, including our SP-X and HD-X instruments;~~products;

●

the cost and timing of establishing additional sales, marketing and distribution capabilities;

●

the cost of our research and development activities;

●

our ability to enter into collaborations in the future, and the success of any such collaborations;

●

the cost and timing of potential regulatory clearances or approvals that may be required in the future for our products;

●

the effects of the COVID-19 pandemic; and

●

the effect of competing technological and market developments.

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If the conditions for raising capital are favorable, we may seek to finance future cash needs through public or private equity or debt offerings or other financings. On November 6, 2020, we filed an automatically effective shelf registration statement with the SEC. Each issuance of securities under the shelf registration statement will require the filing of a prospectus supplement identifying the amount and terms of securities to be issued. The registration statement does not limit the amount of securities that may be issued thereunder. Our ability to issue securities is subject to market conditions and other factors. This registration statement will expire on November 6, 2023, three years after its date of effectiveness. However, we cannot assure you that we will be able to obtain additional funds on acceptable terms, or at all. If we raise additional funds by issuing equity or equity-linked securities, our stockholders may experience dilution. Future debt financing, if available, may involve covenants restricting our operations or our ability to incur additional debt. Any debt or equity financing that we raise may contain terms that are not favorable to us or our stockholders. If we raise additional funds through collaboration and licensing arrangements with third parties, it may be necessary to relinquish some rights to our technologies or our products, or grant licenses on terms that are not favorable to us. If we do not have or are not able to obtain sufficient funds, we may have to delay development or commercialization of our products. We also may have to reduce marketing, customer support or other resources devoted to our products or cease operations.

Contractual Obligations and Commitments

As of March 31, ~~2021,~~2022, except for the Bedford, Massachusetts lease detailed in Note 10, there have been no material changes to our contractual obligations and commitments from those described under “Management’s Discussion and Analysis of Financial Condition and Results of Operations” included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Off-Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined under applicable ~~Securities and Exchange Commission (SEC)~~SEC rules.

Critical Accounting Policies, Significant Judgments and Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States, or U.S. GAAP, requires management to make estimates and assumptions that impact the reported amounts of assets, liabilities, revenues, and expenses and the disclosure of assets and liabilities in our financial statements and accompanying notes. The most significant assumptions used in the financial statements are the underlying assumptions used in revenue recognition ~~fair value of assets acquired and liabilities assumed in acquisitions, valuation allowances recorded against deferred tax assets,~~ and valuation of inventory. We base estimates and assumptions on historical experience when available and on various factors that we determined to be reasonable under the circumstances. We evaluate our estimates and assumptions on an ongoing basis. Our actual results may differ from these estimates under different assumptions or conditions.

Our critical accounting policies and significant estimates that involve a higher degree of judgment and complexity are described under “Management’s Discussion and Analysis of Financial Condition and Results of

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Operations—Critical Accounting Policies, Significant Judgments and Estimates” included in our Annual Report on Form 10-K for the year ended December 31, ~~2020.~~ 2021.

There have been no material changes to our critical accounting policies and estimates as disclosed therein, with the exception of our adoption of recent accounting pronouncements, as discussed below.

Recent Accounting Pronouncements

~~We adopted the Financial Accounting Standards Board (FASB) Accounting Standards Update (ASU) No. 2016-13,~~ ~~Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13)~~~~. See Notes 2 and 7 to our unaudited financial statements included elsewhere~~Information concerning recently issued accounting pronouncements may be found in ~~this Quarterly Report on Form 10-Q for more information.~~

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~~We adopted the FASB ASU No. 2018-15,~~ Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (ASU 2018-15)~~. See~~ Note 2 to our unaudited condensed consolidated financial statements included ~~elsewhere~~ in ~~this Quarterly Report~~the quarterly report on Form ~~10-Q for more information.~~

~~We adopted the FASB ASU No. 2019-12,~~ ~~Simplifying the Accounting for Income Taxes (ASU 2019-12~~)~~. See Note 2 to our unaudited financial statements included elsewhere in this Quarterly Report on Form 10-Q for more information.~~10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

At March 31, ~~2021,~~2022, there have been no material changes to the market risk information described under “Quantitative and Qualitative Disclosures About Market Risk” included in the Annual Report on Form 10-K for the year ended December 31, ~~2020.~~2021.

Item 4. Controls and Procedures

~~(a)~~Evaluation of Disclosure Controls and ~~Procedures.~~ Procedures

Our management, with the participation of our principal executive officer and principal financial officer, ~~after evaluating~~evaluated the effectiveness of our disclosure controls and procedures ~~(as~~as of March 31, 2022. The term “disclosure controls and procedures,” as defined in Rules13a-15(e)and 15d-15(e) ofunder the Securities and Exchange Act of 1934, as amended, or the Exchange ~~Act) as of the end of the period covered by this Quarterly Report on Form10-Q, have concluded that, based on such evaluation, our disclosure~~Act, means controls and other procedures ~~were effective~~of a company that are designed to ensure that information required to be disclosed by usa company in the reports that ~~we file~~it files or ~~submit~~submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the ~~SEC~~’sSEC’s rulesand ~~forms,~~forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to ~~our~~the company’s management, including ~~our~~its principal executive and principal financial officers, ~~or persons performing similar functions,~~ as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives, and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Our disclosure controls and procedures are designed to provide a reasonable assurance of achieving their objectives.

~~(b)~~

Based on the evaluation of our disclosure controls and procedures as of March 31, 2022, our principal executive officer and principal financial officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

Changes in Internal Control over Financial ~~Reporting.~~ Reporting

There were no changes in our internal control over financial reporting ~~identified~~(as defined in ~~connection with~~Rules 13a-15(f) and 15d-15(f) under the ~~evaluation of such internal control~~ Exchange Act) that occurred during the three months ended March 31, ~~2021~~2022 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II — OTHER INFORMATION

Item 1. Legal Proceedings

We are not currently a party to any material legal proceedings.

Item 1A. Risk Factors

There have been no material changes to the risk factors described in our Annual Report on Form 10-K for the year ended December 31, ~~2020,~~2021, filed with the SEC on March ~~5, 2021.~~

1, 2022.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

~~On January 20, 2021, 10,000 warrants were exercised by a consultant on a net, non-cash, basis. Per the terms of the warrant agreement, we issued 7,347 shares of common stock. The shares were issued~~ in a private placement exempt from registration under Section 4(a)(2) of the Securities Act of 1933, as amended, or the Securities Act, and Rule 506(b) of Regulation D promulgated thereunder, because the offer and sale of the shares did not involve a “public offering” as defined in Section 4(a)(2) of the Securities Act, and other applicable requirements were met.Not applicable.

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Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not ~~applicable.~~applicable

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Item 6. Exhibits

The following is a list of exhibits filed as part of this Quarterly Report on Form 10-Q.

Exhibit
Number

Exhibit Description

Filed
Herewith

Incorporated by
Reference herein

from
Form or Schedule

Filing Date

SEC File/
Reg.
Number

10.1

Lease Agreement, dated January 28, 2022, by and between the Company and Xchange Owner LLC.

8-K

1/31/2022

001-38319

10.2*

Employment Agreement, dated June 22, 2021, by the Registrant and Michael Doyle

8-K

6/28/2021

001-38319

10.3*

Employment Agreement, dated May 10, 2021, by the Registrant and Dr. Masoud Toloue

8-K

5/11/2021

001-38319

10.4*

Third Amendment, dated September 25, 2020, to the Exclusive License Agreement between the Registrant and Tufts University

10-Q

11/6/2020

001-38319

10.5*

Separation Agreement dated November 11, 2021 by and between the Registrant and William Geist

8-K

11/12/2021

001-38319

31.1

Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2

Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1

Certifications of the Principal Executive Officer and Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

~~101~~101.INS

~~.INS~~

XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH

~~.SCH~~

XBRL Taxonomy Extension Schema Document.

101.CAL

~~.CAL~~

XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF

~~.DEF~~

XBRL Taxonomy Extension Definition.

101.LAB

~~.LAB~~

XBRL Taxonomy Extension Label Linkbase Document.

101.PRE

~~PRE~~

XBRL Taxonomy Extension Presentation Linkbase Document.

104

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).

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*
Exhibit is included herein solely to correct an incorrect hyperlink in our Annual Report on Form 10-K for the year ended December 31, 2021.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	QUANTERIX CORPORATION

Dated: May ~~5, 2021~~10, 2022	By:	/s/ ~~E. Kevin Hrusovsky~~Masoud Toloue
		~~E. Kevin Hrusovsky~~Masoud Toloue
		~~Chairman,~~ President and Chief Executive Officer
		(principal executive officer)




Dated: May ~~5, 2021~~10, 2022	By:	/s/ ~~Amol Chaubal~~Michael A. Doyle
		~~Amol Chaubal~~Michael A. Doyle
		Chief Financial Officer
		(principal financial officer and principal accounting officer)

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	Three Months Ended
	March 31, 2021
(in thousands)	NA		EMEA		Asia Pacific		Total
Product revenues
Instruments	$	3,756	$	2,833	$	372	$	6,961
Consumable and other products		6,911		3,493		883		11,287
Totals	$	10,667	$	6,326	$	1,255	$	18,248

Service and other revenues
Service-type warranties	$	971	$	438	$	62	$	1,471
Research services		3,558		728		12		4,298
Other services		456		184		—		640
Totals	$	4,985	$	1,350	$	74	$	6,409

Collaboration and license revenue
Collaboration and license revenue	$	187	$	74	$	—	$	261
Totals	$	187	$	74	$	—	$	261

	Three Months Ended
	March 31, 2020
(in thousands)	NA		EMEA		Asia Pacific		Total
Product revenues
Instruments	$	1,753	$	726	$	1,209	$	3,688
Consumable and other products		2,924		2,704		517		6,145
Totals	$	4,677	$	3,430	$	1,726	$	9,833

Service and other revenues
Service-type warranties	$	748	$	379	$	52	$	1,179
Research services		3,667		82		538		4,287
Other services		231		60		5		296
Totals	$	4,646	$	521	$	595	$	5,762

Collaboration and license revenue
Collaboration and license revenue	$	122	$	10	$	—	$	132
Totals	$	122	$	10	$	—	$	132


	March 31, 2021		December 31, 2020

Total grant revenue from research and development activities	$	6,653	$	4,362
Total proceeds used for assets		4,622		826
Total deferred proceeds for assets		1,159		2,478
Total deferred grant revenue		500		304
Total recognized	$	12,934	$	7,970

Total recognized	$	12,934	$	7,970
Total amount accrued		(2,961)		(2,968)
Total cash received	$	9,973	$	5,002

Total proceeds received	$	9,973	$	5,002
Total proceeds reasonably assured		8,227		13,198
Total WP2 grant amount	$	18,200	$	18,200


			Quoted prices				Significant
			in active		Significant other		unobservable
			markets		observable		inputs
Description	Total		(Level 1)		inputs (Level 2)		(Level 3)
Financial assets
Cash equivalents	$	162,059	$	162,059	$	—	$	—
	$	162,059	$	162,059	$	—	$	—


Balance at January 1, 2021	$	370
Credit loss expense		20
Write-offs charged against allowances		(48)
Balance at March 31, 2021	$	342


		Weighted-average		Remaining contractual	Aggregate intrinsic value
	Options	exercise price		life (in years)	(in thousands)
Outstanding at December 31, 2020	2,494,045	$	17.73	7.27	$	71,760
Granted	241,713	$	69.97
Exercised	(281,324)	$	10.93
Cancelled	(26,166)	$	35.98
Outstanding at March 31, 2021	2,428,268	$	23.52	7.37	$	88,387
Vested and expected to vest at March 31, 2021	2,428,268	$	23.52	7.37	$	88,387
Exercisable at March 31, 2021	1,428,652	$	14.31	6.43	$	63,050


		Weighted-average
		grant date
		fair value
	Shares	per share
Unvested RSUs as of December 31, 2020	478,581	$	28.08
Granted	140,814	$	71.28
Vested	(85,346)	$	24.50
Cancelled	(10,045)	$	41.14
Unvested RSUs as of March 31, 2021	524,004	$	40.02


	Three Months Ended March 31,
Operating leases (in thousands)	2021			2020
Lease Costs (1)
Operating lease costs	$	671		$	660
Total lease cost	$	671		$	660

Other information
Operating cash flows used for operating leases	$	846		$	407
Weighted average remaining lease term (years)		9.6	years		10.3	years
Weighted average discount rate		9.73%			9.73%


	Goodwill
Balance as of December 31, 2020	$	10,460
Cumulative translation adjustment		(527)
Balance as of March 31, 2021	$	9,933


		March 31, 2021
		Gross				Cumulative		Net		Weighted
	Estimated Useful	Carrying		Accumulated		Translation		Carrying		Average
	Life (in years)	Value		Amortization		Adjustment		Value		Life Remaining (in years)
Know-how	8.5	$	13,000	$	(2,678)	$	654	$	10,976	6.75
Developed technology	7		1,650		(1,100)		—		550	3.84
Customer relationships	8.5 - 10		1,360		(663)		6		703	6.83
Non-compete agreements	5.5		340		(119)		14		235	3.75
Trade names	3		50		(50)		—		—	—
Total		$	16,400	$	(4,610)	$	674	$	12,464


For the Years Ended December 31,	Estimated Amortization Expense
Current year (2021)	$	1,504
2022		1,930
2023		1,848
2024		1,733
2025		1,617
Thereafter		3,832
	$	12,464