Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2020 | May 01, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2020 | |
Entity Registrant Name | Quanterix Corp | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 28,310,994 | |
Entity Central Index Key | 0001503274 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash and cash equivalents | $ 96,359 | $ 109,155 |
Accounts receivable (less reserve for doubtful accounts of $277 and $162 as of March 31, 2020 and December 31, 2019, respectively; including $91 and $186 from related parties as of March 31, 2020 and December 31, 2019, respectively) | 12,065 | 10,906 |
Inventory | 11,392 | 10,463 |
Prepaid expenses and other current assets | 2,722 | 2,137 |
Total current assets | 122,538 | 132,661 |
Restricted cash | 1,000 | 1,026 |
Property and equipment, net | 11,992 | 12,047 |
Intangible assets, net | 13,115 | 14,307 |
Goodwill | 8,914 | 9,353 |
Right-of-use assets | 12,221 | |
Other non-current assets | 525 | 557 |
Total assets | 170,305 | 169,951 |
Current liabilities: | ||
Accounts payable (including $29 and $36 to related parties as of March 31, 2020 and December 31, 2019, respectively) | 4,723 | 5,777 |
Accrued compensation and benefits | 4,292 | 6,570 |
Other accrued expenses (including $232 and $0 to related parties as of March 31, 2020 and December 31, 2019, respectively) | 3,068 | 2,498 |
Deferred revenue (including $36 and $55 with related parties as of March 31, 2020 and December 31, 2019, respectively) | 5,438 | 4,697 |
Current portion of long term debt | 75 | |
Short term lease liabilities | 305 | |
Other current liabilities | 184 | 216 |
Total current liabilities | 18,010 | 19,833 |
Deferred revenue, net of current portion | 396 | 466 |
Long term debt, net of current portion | 7,608 | 7,587 |
Long term lease liabilities | 22,741 | |
Other non-current liabilities | 2,504 | 13,407 |
Total liabilities | 51,259 | 41,293 |
Commitments and contingencies (Note 11) | ||
Stockholders’ equity: | ||
Common stock, $0.001 par value: Authorized-120,000,000 shares as of March 31, 2020 and December 31, 2019; issued and outstanding — 28,243,442 and 28,112,201 shares as of March 31, 2020 and December 31, 2019, respectively | 28 | 28 |
Additional paid-in capital | 348,072 | 345,027 |
Accumulated other comprehensive loss | (1,200) | (153) |
Accumulated deficit | (227,854) | (216,244) |
Total stockholders’ equity | 119,046 | 128,658 |
Total liabilities and stockholders’ equity | $ 170,305 | $ 169,951 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Condensed Consolidated Balance Sheets | ||
Accounts receivable, reserve for doubtful accounts | $ 277 | $ 162 |
Accounts receivable, related parties | 91 | 186 |
Accounts payable, related parties | 29 | 36 |
Other accrued expenses, related parties | 232 | 0 |
Deferred revenue, current, related parties | $ 36 | $ 55 |
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, authorized shares | 120,000,000 | 120,000,000 |
Common stock, shares issued | 28,243,442 | 28,112,201 |
Common stock, shares outstanding | 28,243,442 | 28,112,201 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue | $ 15,727 | $ 12,337 |
Cost of goods sold: | ||
Total costs of goods sold and services | 8,914 | 6,330 |
Gross profit | 6,813 | 6,007 |
Operating expenses: | ||
Research and development | 4,268 | 3,852 |
Selling, general and administrative | 14,273 | 11,512 |
Total operating expenses | 18,541 | 15,364 |
Loss from operations | (11,728) | (9,357) |
Interest income (expense), net | 161 | 21 |
Other income (expense), net | (167) | (47) |
Loss before income taxes | (11,734) | (9,383) |
Income tax benefit (provision) | 124 | (22) |
Net loss | $ (11,610) | $ (9,405) |
Reconciliation of net loss to net loss attributable to common stockholders: | ||
Net loss per share, basic and diluted | $ (0.41) | $ (0.42) |
Weighted-average common shares outstanding, basic and diluted | 28,179,132 | 22,422,960 |
Product revenue | ||
Revenue | $ 9,833 | $ 9,547 |
Cost of goods sold: | ||
Total costs of goods sold and services | 6,186 | 4,248 |
Service and other revenue | ||
Revenue | 5,762 | 2,790 |
Cost of goods sold: | ||
Total costs of goods sold and services | 2,728 | $ 2,082 |
Collaboration and license revenue | ||
Revenue | $ 132 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Operations (Parenthetical) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Cost of product revenue, related party activity | $ 63 | $ 35 |
Product revenue | ||
Related party revenue | 120 | 80 |
Service and other revenue | ||
Related party revenue | $ 24 | $ 23 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Condensed Consolidated Statements of Comprehensive Loss | ||
Net income | $ (11,610) | $ (9,405) |
Other comprehensive loss: | ||
Cumulative translation adjustment | (1,047) | |
Total other comprehensive loss | (1,047) | |
Comprehensive loss | $ (12,657) | $ (9,405) |
Condensed Consolidated Statem_4
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Operating activities | ||
Net loss | $ (11,610) | $ (9,405) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 1,046 | 409 |
Inventory step-up amortization | 438 | |
Stock-based compensation expense | 2,109 | 1,284 |
Non-cash interest expense | 22 | 24 |
Loss on disposal of fixed assets | 69 | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,174) | (465) |
Prepaid expenses and other assets | (495) | 142 |
Inventory | (1,398) | (1,798) |
Other non-current assets | 32 | 3 |
Accounts payable | (1,145) | (1,321) |
Accrued compensation and benefits, other accrued expenses and other current liabilities | (1,710) | (327) |
Contract acquisition costs | (110) | (25) |
Operating lease liabilities | 253 | |
Other non-current liabilities | (177) | 6,082 |
Deferred revenue | 671 | 45 |
Net cash used in operating activities | (13,179) | (5,352) |
Investing activities | ||
Purchases of property and equipment | (426) | (5,917) |
Net cash used in investing activities | (426) | (5,917) |
Financing activities | ||
Proceeds from stock options exercised | 496 | 503 |
Proceeds from ESPP purchase | 440 | 328 |
Payments on notes payable | (75) | |
Net cash provided by financing activities | 861 | 831 |
Net decrease in cash and cash equivalents | (12,744) | (10,438) |
Effect of foreign currency exchange rate on cash | (78) | |
Cash, restricted cash, and cash equivalents at beginning of period | 110,181 | 45,429 |
Cash, restricted cash, and cash equivalents at end of period | 97,359 | 34,991 |
Supplemental cash flow information | ||
Cash paid for interest | 155 | 160 |
Purchases of property and equipment included in accounts payable | 102 | 11 |
Reconciliation of cash, cash equivalents, and restricted cash: | ||
Total cash, cash equivalents, and restricted cash | $ 97,359 | $ 34,991 |
Condensed Consolidated Statem_5
Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands | Common stock | Additional paid-in capital | Accumulated other comprehensive loss [Member] | Accumulated deficit | Total |
Beginning Balance at Dec. 31, 2018 | $ 22 | $ 216,931 | $ (175,888) | $ 41,065 | |
Beginning balance (in shares) at Dec. 31, 2018 | 22,369,036 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options and vesting restricted stock | $ 1 | 502 | 503 | ||
Exercise of common stock options and vesting restricted stock (in shares) | 102,361 | ||||
ESPP stock purchase | 328 | 328 | |||
ESPP stock purchase (in shares) | 20,050 | ||||
Stock-based compensation expense | 1,284 | 1,284 | |||
Net loss | (9,405) | (9,405) | |||
Ending Balance at Mar. 31, 2019 | $ 23 | 219,045 | (184,853) | 34,215 | |
Ending Balance (in shares) at Mar. 31, 2019 | 22,491,447 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Cumulative-effect adjustment for the adoption of ASC 606 | 440 | 440 | |||
Beginning Balance at Dec. 31, 2019 | $ 28 | 345,027 | $ (153) | (216,244) | 128,658 |
Beginning balance (in shares) at Dec. 31, 2019 | 28,112,201 | ||||
Increase (Decrease) in Stockholders' Equity | |||||
Exercise of common stock options and vesting restricted stock | 496 | 496 | |||
Exercise of common stock options and vesting restricted stock (in shares) | 108,548 | ||||
ESPP stock purchase | 440 | 440 | |||
ESPP stock purchase (in shares) | 22,693 | ||||
Stock-based compensation expense | 2,109 | 2,109 | |||
Cumulative translation adjustment | (1,047) | (1,047) | |||
Net loss | (11,610) | (11,610) | |||
Ending Balance at Mar. 31, 2020 | $ 28 | $ 348,072 | $ (1,200) | $ (227,854) | $ 119,046 |
Ending Balance (in shares) at Mar. 31, 2020 | 28,243,442 |
Organization and operations
Organization and operations | 3 Months Ended |
Mar. 31, 2020 | |
Organization and operations | |
Organization and operations | Quanterix Corporation Notes to condensed consolidated financial statements (Unaudited) 1. Organization and operations Quanterix Corporation (Nasdaq: QTRX) (the Company) is a life sciences company that has developed next generation, ultra-sensitive digital immunoassay platforms that advance precision health for life sciences research and diagnostics. The Company's platforms are based on its proprietary digital "Simoa" detection technology. The Company's Simoa bead-based and planar array platforms enable customers to reliably detect protein biomarkers in extremely low concentrations in blood, serum and other fluids that, in many cases, are undetectable using conventional, analog immunoassay technologies, and also allow researchers to define and validate the function of novel protein biomarkers that are only present in very low concentrations and have been discovered using technologies such as mass spectrometry. These capabilities provide the Company's customers with insight into the role of protein biomarkers in human health that has not been possible with other existing technologies and enable researchers to unlock unique insights into the continuum between health and disease. The Company is currently focusing on protein detection, 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, in 2014. The HD-1 is a fully automated immunoassay bead-based platform with multiplexing and custom assay capability, and related assay test kits and consumable materials. The Company launched a second bead-based immunoassay platform (SR-X) in the fourth quarter of 2017 with a more compact footprint than the Simoa HD-1 and less automation designed for lower volume requirements while still allowing multiplexing and custom assay capability. The Company initiated an early-access program for its third instrument (SP-X) on the new Simoa planar array platform in January 2019, with the full commercial launch commencing in April 2019. In July 2019, the Company launched the Simoa HD-X, an upgraded version of the Simoa HD-1 which replaces the HD-1. The HD-X has been designed to deliver significant productivity and operational efficiency improvements, as well as greater user flexibility. The Company began shipping and installing HD-X instruments at customer locations in the third quarter of 2019, ahead of its original fourth quarter expectation. The Company also performs research services on behalf of customers to apply the Simoa technology to specific customer needs. The Company's customers are primarily in the research use only market, which includes academic and governmental research institutions, the research and development laboratories of pharmaceutical manufacturers, contract research organizations, and specialty research laboratories. The Company acquired Aushon Biosystems, Inc. (Aushon) in January 2018. With the acquisition of Aushon, the Company acquired a CLIA certified laboratory, as well as Aushon's proprietary sensitive planar array detection technology. Leveraging its proprietary sophisticated Simoa image analysis and data analysis algorithms, the Company further refined this planar array technology to develop the SP-X instrument to provide the same Simoa sensitivity found in its bead-based platform. The Company completed the acquisition of UmanDiagnostics AB (Uman), a Swedish company located in Umea, Sweden, in August 2019. The acquisition closed with respect to 95% of the outstanding shares of capital stock of Uman on July 1, 2019 and with respect to the remaining 5% of the outstanding shares of capital stock of Uman on August 1, 2019. Uman supplies neurofilament light (Nf-L) antibodies and ELISA kits, which are widely recognized by researchers and biopharmaceutical and diagnostics companies world-wide as the premier solution for the detection of Nf-L to advance the development of therapeutics and diagnostics for neurodegenerative conditions. With the acquisition of Uman, the Company has secured a long-term source of supply for a critical technology. “At-the-market offering” On March 19, 2019, the Company entered into a Sales Agreement (the Sales Agreement) with Cowen and Company, LLC (Cowen) with respect to an “at-the-market” offering program under which the Company may offer and sell, from time to time at its sole discretion, shares of its common stock, par value $0.001 per share, having an aggregate offering price of up to $50.0 million through Cowen as its sales agent. On June 5, 2019, the Company issued approximately 2.2 million shares of common stock at an average stock price of $22.73 per share pursuant to the terms of the Sales Agreement. The “at-the-market” offering resulted in gross proceeds of $49.7 million. The Company incurred $1.7 million in issuance costs associated with the “at-the-market” offering, resulting in net proceeds to the Company of $48.0 million. Underwritten public offering On August 8, 2019, the Company entered into an underwriting agreement with J.P. Morgan Securities LLC and SVB Leerink LLC, as representatives of the several underwriters, relating to an underwritten public offering of approximately 2.7 million shares of the Company’s common stock, par value $0.001 per share. The underwritten public offering resulted in gross proceeds of $69.0 million. The Company incurred $4.5 million in issuance costs associated with the underwritten public offering, resulting in net proceeds to the Company of $64.5 million. Basis of presentation The interim condensed consolidated financial statements are unaudited. The unaudited condensed consolidated financial statements reflect, in the opinion of 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 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, 2019 filed with the Securities and Exchange Commission on March 13, 2020 (the 2019 Annual Report on Form 10-K). The consolidated financial information as of December 31, 2019 has been derived from the audited 2019 consolidated financial statements included in the 2019 Annual Report on Form 10‑K. |
Significant accounting policies
Significant accounting policies | 3 Months Ended |
Mar. 31, 2020 | |
Significant accounting policies | |
Significant accounting policies | 2. Significant accounting policies Principles of consolidation The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Quanterix Corporation and its wholly‑owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. In making those estimates and assumptions, the Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. The Company’s significant estimates included in the preparation of the consolidated financial statements are related to revenue recognition, fair value of equity instruments and notes receivable, fair value of assets acquired and liabilities assumed in acquisitions, valuation allowances recorded against deferred tax assets, right-of-use assets and lease liabilities, and stock‑based compensation. Actual results could differ from those estimates. Foreign Currency The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive loss. Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of 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 merits of the tax position as well as consideration of the available facts and circumstances. As of March 31, 2020 the Company did not have any significant uncertain tax positions. Business combinations Under the acquisition method of accounting, the Company allocates the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets. The Company typically uses the discounted cash flow method to value acquired intangible assets. This method requires significant management judgment to forecast future operating results and establish residual growth rates and discount factors. The estimates used to value and amortize intangible assets are consistent with the plans and estimates that are used to manage the business and are based on available historical information and industry estimates and averages. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could experience impairment charges. In addition, the Company has estimated the economic lives of certain acquired assets and these lives are used to calculate 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. 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, 2020. Recent accounting pronouncements The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as the Company remains an emerging growth company. Recently Adopted In February 2016, the Financial Accounting Standards Board (FASB) established Topic 842, Leases , by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. An optional transition approach is required under ASU 2018-11, applying the new standard to all leases existing at the date of initial application . On January 1, 2020, the Company adopted ASU No. 2016-02, Leases (Topic 842), (ASC 842), using the optional transition method allowing entities to recognize a cumulative effect adjustment to the opening balance sheet without restating comparative prior periods presented. ASC 842 requires a lessee to recognize assets and liabilities on the balance sheet for most leases and changes many key definitions, including the definition of a lease. Lessees will continue to differentiate between finance leases and operating, and classification will impact expense recognition. The Company elected the following practical expedients for all lease asset classes, which must be elected as a package and applied consistently to all of its leases at the transition date: i) the Company did not reassess whether any expired or existing contracts are or contain leases; ii) the Company did not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with ASC 840, Leases (ASC 840), are classified as operating leases); and iii) the Company did not reassess initial direct costs for any existing leases. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected the practical expedient not to recognize leases on the balance with a term of twelve months or less. The Company’s leases consist of office and lab space and office equipment. All of the Company’s leases are classified as operating, and options to renew a lease are only included in the lease term to the extent those options are reasonably certain to be exercised. Additionally, the Company elected to apply the practical expedient not to separate lease and nonlease components for all leases. Operating lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. The rate implicit in lease contracts is typically not readily determinable, and as a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments, for a similar term, in a similar economic environment. To estimate its incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets and operating lease liabilities of $12.2 million and $22.8 million, respectively, on the Company’s condensed consolidated balance sheet, with the difference between the ROU asset and lease liability primarily attributable to unamortized lease incentives and deferred rent related to its lease for its corporate headquarters at 900 Middlesex Turnpike in Billerica, Massachusetts (the “900 Middlesex Turnpike Lease”). In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment . This ASU eliminates Step 2 from the goodwill impairment test. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted this ASU on January 1, 2020 with no material effect to its financial statements. In August 2018, the FASB issued ASU No. 2018‑13, “Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” . This ASU removed the following disclosure requirements: (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation processes for Level 3 fair value measurements. Additionally, this update added the following disclosure requirements: (1) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. ASU 2018‑13 will be effective for fiscal years beginning after December 15, 2019 with early adoption permitted. The Company adopted this ASU on January 1, 2020 with no material effect to its financial statements. Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which amends the impairment model by requiring entities to use a forward-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 standard is effective for the Company beginning in the first quarter of 2021, with early adoption permitted. The Company is currently evaluating the expected impact of ASU 2016-13 on its financial statements. There have been no other material changes to the significant accounting policies and recent accounting pronouncements previously disclosed in the 2019 Annual Report on Form 10‑K. |
Revenue recognition
Revenue recognition | 3 Months Ended |
Mar. 31, 2020 | |
Revenue recognition | |
Revenue recognition | 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. The Company adopted Topic 606, Revenue from Contracts with Customers (ASC 606) on January 1, 2019, using the modified retrospective method for all contracts not completed as of the date of adoption. 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). 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. Revenues from other services are immaterial. Collaboration and license revenue The Company may enter into agreements to license the intellectual property and know-how associated with its instruments 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. The Company recognized revenues from a sales- or usage- based royalties related to the licensing of the Company’s technology and intellectual property. Payment terms The Company’s payment terms vary by the type and location of 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, 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 Three Months Ended March 31, 2019 (in thousands) NA EMEA Asia Pacific Total Product revenues Instruments $ 1,397 $ 1,145 $ 874 $ 3,416 Consumable and other products 3,619 2,088 424 6,131 Totals $ 5,016 $ 3,233 $ 1,298 $ 9,547 Service and other revenues Service-type warranties $ 689 $ 234 $ 37 $ 960 Research services 1,504 — — 1,504 Other services 201 108 17 326 Totals $ 2,394 $ 342 $ 54 $ 2,790 Collaboration and license revenue Collaboration and license revenue $ — $ — $ — $ — Totals $ — $ — $ — $ — 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- or usage-based royalty will be recognized in the period the underlying transaction occurs. The Company has recorded sales- or usage-based royalty revenue for the three months ended March 31, 2020 related to the intellectual property licensed by the Company. The Company recognizes revenue from sales- or usage-based royalty 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, 2020 and 2019 is $5.8 million and $5.9 million, respectively. As of March 31, 2020, of the performance obligations not yet satisfied or partially satisfied, $5.4 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 $5.8 million at March 31, 2020 principally consists of amounts billed for undelivered services related to initial and extended service-type warranties and research services, as well as $1.7 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, 2020 Balance at December 31, 2019 $ 5,163 Deferral of revenue 1,850 Recognition of deferred revenue (1,179) Balance at March 31, 2020 $ 5,834 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, 2020 Balance at December 31, 2019 $ 335 Deferral of costs to obtain a contract 94 Recognition of costs to obtain a contract (203) Balance at March 31, 2020 $ 226 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, 2020 and 2019, respectively. 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. |
Net loss per share
Net loss per share | 3 Months Ended |
Mar. 31, 2020 | |
Net loss per share | |
Net loss per share | 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 potentially 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, 2020 2019 Unvested restricted common stock and restricted stock units 561,786 Outstanding stock options 2,840,525 2,802,343 Outstanding warrants 10,000 76,041 Total 3,412,311 3,298,100 As of March 31, 2020 and 2019, 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. |
Fair value of financial instrum
Fair value of financial instruments | 3 Months Ended |
Mar. 31, 2020 | |
Fair value of financial instruments | |
Fair value of financial instruments | 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, 2020 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 $ 91,916 $ 91,916 $ — $ — Note receivable 150 — — 150 $ 92,066 $ 91,916 $ — $ 150 Fair value measurements as of December 31, 2019 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 $ 109,155 $ 109,155 $ — $ — Note receivable 150 — — 150 $ 109,305 $ 109,155 — $ 150 |
Inventory
Inventory | 3 Months Ended |
Mar. 31, 2020 | |
Inventory | |
Inventory | 6. Inventory Inventory consists of the following (in thousands): March 31, December 31, 2020 2019 Raw materials $ 5,128 $ 4,717 Work in process 2,619 2,573 Finished goods 3,645 3,173 Total $ 11,392 $ 10,463 Inventory comprises commercial instruments, assays, and the materials required to manufacture assays. |
Investments
Investments | 3 Months Ended |
Mar. 31, 2020 | |
Investments | |
Investments | 7. Investments During the third quarter of 2016, the Company purchased a minority interest in preferred stock in a privately held company for $0.3 million. During the third quarter of 2018, the Company was issued a convertible note by a privately held company having a principal amount of $0.2 million. The preferred stock investment is recorded on a cost basis in other non-current assets on the accompanying balance sheets as the Company does not have a controlling interest, does not have the ability to exercise significant influence over the privately held company, and the fair value of the equity investment is not readily determinable. The Company performs an impairment analysis at each reporting period to determine if there is any readily available fair value information that would indicate an impairment. The Company has determined there was no impairment during the three months ended March 31, 2020 or in any prior period. The convertible note is held as an available-for-sale investment, which is carried at fair market value, with the unrealized gains and losses included in the determination of comprehensive income and reporting stockholders equity. When determining the estimated fair value of the convertible notes, the Company used a commonly accepted valuation methodology. Equity investments that do not result in consolidation and are not accounted for under the equity method are measured at fair value, with any changes in fair value recognized in net income. For any such investments that do not have readily determinable fair values, the Company elects the measurement alternative to measure the investments at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for the identical or a similar investment of the same issuer. |
Other accrued expenses and othe
Other accrued expenses and other non-current liabilities | 3 Months Ended |
Mar. 31, 2020 | |
Other accrued expenses and other non-current liabilities | |
Other accrued expenses and other non-current liabilities | 8. Other accrued expenses and other non-current liabilities Other accrued expenses consist of the following (in thousands): March 31, December 31, 2020 2019 Accrued inventory $ 999 $ 459 Accrued royalties 535 476 Accrued professional services 692 655 Accrued development costs 121 151 Accrued other 721 757 Total accrued expenses $ 3,068 $ 2,498 Other non-current liabilities consist of the following (in thousands): March 31, December 31, 2020 2019 Leasehold obligation incentive $ — $ 7,572 Deferred rent — 3,011 Deferred tax liabilities 2,498 2,816 Other 6 8 Total non-current liabilities $ 2,504 $ 13,407 As part of the Company’s adoption of ASC 842 on January 1, 2020, the Company derecognized the leasehold obligation incentive of $7.6 million and deferred rent of $3.0 million. Per ASC 842 the leasehold obligation incentive and deferred rent reduce the Company’s ROU assets at time of adoption for the related leases. Refer to Note 2 and Note 10 for further detail. |
Warrants, stock-based compensat
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | 3 Months Ended |
Mar. 31, 2020 | |
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | 9. Warrants, stock-based compensation, stock options, restricted stock and restricted stock units Warrants The Company issued no warrants during the three months ended March 31, 2020, and had 10,000 warrants outstanding as of March 31, 2020. Stock-based compensation Stock‑based compensation expense for all stock awards consists of the following (in thousands): Three Months Ended March 31, 2020 2019 Cost of product revenue $ 36 $ 17 Cost of service and other revenue 68 60 Research and development 242 168 Selling, general, and administrative 1,763 1,039 Total $ 2,109 $ 1,284 As of March 31, 2020, under the 2007 Stock Option and Grant Plan (the 2007 Plan), options to purchase 1,178,538 shares of common stock were outstanding and no shares of common stock were available for future awards. In connection with the completion of the Company’s initial public offering (IPO) in December 2017, the Company terminated 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. Upon its adoption, 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 back to the Company on or after the date the 2017 Plan became effective. 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. The number of shares available for grant under the 2017 Plan increased by 1,126,172 on January 1, 2020 due to this provision. As of March 31, 2020, under the 2017 Plan, options to purchase 1,661,987 shares of common stock were outstanding and unvested restricted stock units for 521,980 shares of common stock were outstanding. As of March 31, 2020, 802,135 shares were available for grant under the 2017 Plan. In December 2017, the Company adopted the 2017 Employee Stock Purchase Plan (the 2017 ESPP). 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 281,543 on January 1, 2020 due to this provision. As of March 31, 2020, 871,422 shares were available for issuance under the 2017 ESPP. 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, 2019 2,507,062 $ 14.41 7.58 $ 24,870 Granted 428,271 $ 27.16 Exercised (63,074) $ 7.86 Cancelled (31,734) $ 24.29 Outstanding at March 31, 2020 2,840,525 $ 16.37 7.75 $ 14,641 Vested and expected to vest at March 31, 2020 2,840,525 $ 16.37 7.75 $ 14,641 Exercisable at March 31, 2020 1,411,836 $ 9.93 6.54 $ 12,703 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, 2020 and 2019 was $11.82 and $7.90 per share, respectively. The expense related to awards granted to employees was $1.1 million and $0.7 million for the three months ended March 31, 2020 and 2019, respectively. The intrinsic value of stock options exercised was $1.1 million and $1.2 million for the three months ended March 31, 2020 and 2019, respectively. Activity related to non-employee awards was not material to the three months ended March 31, 2020 and 2019. Restricted stock Restricted common stock awards represent shares of common stock issued to employees subject to forfeiture if the vesting conditions are not satisfied. In December 2014, the Company issued 78,912 shares of restricted common stock to a director of the Company under the 2007 Plan. Under the terms of the agreement, shares of common stock issued are subject to a four-year vesting schedule. 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 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. No restricted common stock awards were granted or vested during the three months ended March 31, 2020. As of March 31, 2020, 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, 2020, the Company issued 210,074 RSUs to employees of the Company under the 2017 Plan. Under the terms of the agreements, 191,867 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; 15,890 of the RSUs vest on December 31, 2020; and 2,317 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, 2019 370,123 $ 20.48 Granted 210,074 $ 27.36 Vested (45,474) $ 18.92 Cancelled (12,743) $ 26.89 Unvested RSUs as of March 31, 2020 521,980 $ 23.22 The expense related to awards granted to employees and directors was $0.9 million and $0.5 million for the three months ended March 31, 2020 and 2019, respectively. At March 31, 2020, there was $11.4 million of total unrecognized compensation cost related to unvested restricted stock units, which is expected to be recognized over the remaining weighted‑average vesting period of 3.07 years. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Leases | 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. 900 Middlesex Turnpike Lease The Company’s primary lease is the 900 Middlesex Turnpike Lease. On October 2, 2018, the Company entered into a 137-month operating lease for the Company’s new headquarters in Billerica, Massachusetts. The lease is for approximately 92,000 square feet of office and laboratory space and commenced on April 1, 2019. The lease contains a period of free rent and escalating monthly rent payments. As part of the lease, the Company was required to enter into a $1.0 million Letter of Credit drawable by the lessor under specifically outlined conditions, which will be subsequently reduced throughout the lease term. Pursuant to a work letter entered into in connection with the 900 Middlesex Turnpike Lease, the landlord contributed an aggregate of $8.2 million toward the cost of construction and tenant improvements for the building. Under the lease the Company has the option to extend the lease for two successive five-year terms, and the renewal options are not reasonably certain to be exercised. In applying the ASC 842 transition guidance, the 900 Middlesex Turnpike Lease remained classified as an operating lease and the Company recorded ROU assets of $12.2 million and lease liability of $22.8 million on the effective date. The difference between the ROU and the lease liability was driven by the Company derecognizing deferred rent of $3.0 million and the lease obligation incentive of $7.6 million. The Company is recognizing rent expense on a straight-line basis throughout the remaining term of the leases. 48 Tvistevägen The Company has three leases at 48 Tvistevägen Umeå, Sweden for laboratory spaces, manufacturing spaces, and office space. All of these Uman leases have been assessed as operating leases. In applying the ASC 842 transition guidance, the Uman leases remained classified as operating leases and the Company recorded ROU assets of less than $0.1 million and lease liability of less than $0.1 million on the effective date. The Company is recognizing rent expense on a straight-line basis throughout the remaining term of the leases. Summary of all lease costs recognized under ASC 842 The following table contains a summary 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, 2020: Operating leases (in thousands) For the three months ended Lease Costs (1) Operating lease costs $ 660 Total lease cost $ 660 Other information Operating cash flows used for operating leases $ 407 Weighted average remaining lease term 10.3 years Weighted average discount rate (1) Short-term lease costs and variable lease costs incurred by the Company for the three months ended March 31, 2020 were immaterial. As of March 31, 2020, future minimum commitments under ASC 842 under the Company’s operating leases were as follows: Maturity of lease liabilities (in thousands) As of March 31, 2020 Remainder 2020 $ 1,696 2021 3,363 2022 3,435 2023 3,487 2024 3,557 2025 and thereafter 22,203 Total lease payments $ 37,741 Less: imputed interest 14,695 Total operating lease liabilities $ 23,046 As previously disclosed in the Company’s 2019 Annual Report on Form 10-K and under the previous lease accounting standard, ASC 840, the total commitment for non-cancelable operating leases was $38.0 million as of December 31, 2019 (amounts in thousands): 2020 $ 2,081 2021 3,322 2022 3,396 2023 3,480 2024 and Forward 25,760 $ 38,039 |
Commitments and contingencies
Commitments and contingencies | 3 Months Ended |
Mar. 31, 2020 | |
Commitments and contingencies | |
Commitments and contingencies | 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 board 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. During each of the three months ended March 31, 2020 and 2019, the Company recorded royalty expense of $0.2 million in cost of product revenue on the consolidated statements of operations. Other licenses During the year ended December 31, 2012, the Company entered into a license agreement for certain intellectual property with a third party. The non‑exclusive, non‑sublicensable license provides the Company access to certain patents specifically for protein detection, and shall be in effect until the expiration of the last licensed patent. In consideration for these rights, the Company committed to certain license fees, milestone payments, minimum annual royalties and a mid‑single digit royalty. The Company is required to make mid‑single digit royalty payments on net sales of products and services which utilize the licensed technology. In September 2019, all remaining patents related to the intellectual property expired and the license agreement terminated. As this agreement was terminated in 2019, the Company recorded no royalty expense during the three months ended March 31, 2020 and royalty expense of less than $0.1 million in cost of product revenue on the consolidated statements of operations during the three months ended March 31, 2019. Development and supply agreement Through the Company’s development agreement with STRATEC Biomedical, as amended in December 2016, the parties agreed on additional development services for an additional fee, which is payable when the additional development is completed. A total of $11.7 million is payable to STRATEC upon completion of the development activities. This amount is being recorded to research and development expense and accrued expenses as the services are performed. The services were completed during the year ended December 31, 2018. Substantive efforts related to these additional development activities started in the first quarter of 2019 and were completed in the third quarter of 2019. 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, 2020, assuming no additional commercial units were purchased, this fee would equal $9.1 million. The amount the Company could be obligated to pay under the minimum purchase commitment is reduced as each commercial unit is purchased. 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 Supply Warrants as of March 31, 2020 and December 31, 2019 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. |
Notes payable
Notes payable | 3 Months Ended |
Mar. 31, 2020 | |
Notes payable | |
Notes payable | 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, 2020, there were no additional amounts available to borrow under the debt facility. The interest rate on this term loan is variable based on a calculation of the prime rate less 5.25% with a minimum interest rate of 8%. 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. Amendment 5 to loan agreement In August 2018, the Company signed Amendment 5 to the Loan Agreement (Amendment 5). Amendment 5 instituted a 2018 End of Term Charge of $0.1 million. Additionally, the Term Loan Maturity Date extended until March 1, 2020. Amendment 5 additionally, changed the due date of the End of Term Charge to, the earlier of (i) the Term Loan Maturity Date, (ii) the date that Borrower prepays the outstanding Secured Obligations or (iii) the date that the Secured Obligations become due and payable. The Company incurred a cost of $0.05 million in relation to the execution of Amendment 5. In connection with the extension of the due date of the Loan, the deferral of principal payments (Amendment 3) was further deferred until the new Term Loan Maturity Date. On March 2, 2020, the Company paid $0.1 million in end of term fees related to Amendment 5 of the Loan Agreement. Amendment 6 to loan agreement In October 2018, the Company signed Amendment 6 to the Loan Agreement, which amended the Loan Agreement’s collateral clause to exclude the $1 million certificate of deposit associated with the lease on the Company’s new headquarters in Billerica, MA. Amendment 7 to loan agreement On April 15, 2019, the Company signed Amendment 7 to the Loan Agreement, which extends the interest only payment period through July 1, 2021 and also extends the maturity date until October 1, 2021. As part of this Amendment 7, a “2019 End of Term Charge” for $50,000 was added to the Loan Agreement due on the earliest to occur of (i) the Term Loan Maturity Date, (ii) the date that the Company prepays the outstanding Secured Obligations and (iii) the date that the Secured Obligations become due and payable. In addition, the Company is required to pay the loan principal in five equal installments starting July 1, 2021 with the final principal payment to be made on October 1, 2021. As of March 31, 2020, the remaining loan balance is classified as a long term liability since all principal payments are due greater than twelve months after the balance sheet date. As of March 31, 2020, debt payment obligations due based on principal payments are as follows (in thousands): Remainder 2020 $ — 2021 7,688 $ 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, 2020 and 2019. |
Collaboration and license arran
Collaboration and license arrangements | 3 Months Ended |
Mar. 31, 2020 | |
Collaboration and license arrangements | |
Collaboration and license arrangements | 13. Collaboration and license arrangements The Company has entered into certain licenses with other companies for use of Uman’s technology. These licenses have royalty components which the Company earns and recognizes royalty revenue from throughout the year. The Company recognized revenue of $0.1 million for the three months ended March 31, 2020, as collaboration and license revenue. The Company did not earn and recognize any royalty revenue from license agreements prior to the Company’s acquisition of Uman. As of December 31, 2019 the Company had $1.7 million of deferred revenue related to ongoing negotiations with a diagnostics company. |
Employee benefit plans
Employee benefit plans | 3 Months Ended |
Mar. 31, 2020 | |
Employee benefit plans | |
Employee benefit plans | 14. Employee benefit plans The Company sponsors a 401(k) savings plan for its employees. The Company may make discretionary contributions for each 401(k) plan year. During the three months ended March 31, 2020 and 2019, the Company made contributions of $0.1 million and $0.1 million, respectively. |
Business combinations
Business combinations | 3 Months Ended |
Mar. 31, 2020 | |
Business combinations | |
Business combinations | 15. Business Combinations UmanDiagnostics AB On August 1, 2019, the Company completed its acquisition of Uman for an aggregate purchase price of $21.2 million, comprised of (i) $15.7 million in cash plus (ii) 191,152 shares of common stock (representing $5.5 million based on the closing prices of the Company’s common stock on the Nasdaq Global Market on July 1, 2019 and August 1, 2019, the dates of issuance). The acquisition closed with respect to 95% of the outstanding shares of capital stock of Uman on July 1, 2019 and with respect to the remaining 5% of the outstanding shares of capital stock of Uman on August 1, 2019. Uman supplies 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. This acquisition was considered a business acquisition for accounting purposes. The Company has accounted for the acquisition of Uman as a purchase of a business under U.S. GAAP. Under the acquisition method of accounting, the assets and liabilities of Uman are recorded as of the acquisition date of July 1, 2019, at their respective fair values, and consolidated with those of the Company. The Company has preliminarily allocated the purchase price to the net tangible and intangible assets based on their estimated fair values as of July 1, 2019. As such, the fair value of the assets acquired and liabilities assumed, including intangible assets, presented in the table below are provisional and will be finalized in a later period once the fair value procedures are completed. Goodwill established as a result of the Uman acquisition is not tax deductible in any taxing jurisdiction. The following table summarizes the preliminary purchase price allocation, net of $1.2 million in cash and cash equivalents acquired (in thousands): Purchase price: Cash and stock paid $ 21,217 Cash and cash equivalents acquired 1,221 Purchase price, net 19,996 Assets (liabilities) acquired: Accounts receivable $ 638 Inventory 1,680 Prepaids and other current assets 114 Property and equipment 33 Intangibles 13,450 Goodwill 8,111 Accounts payable (20) Accrued expense and other current liabilities (871) Deferred tax liabilities (3,139) Total $ 19,996 Revenue and net loss related to Uman’s operations was $0.4 million and less than $0.1 million, respectively, for the three months ended March 31, 2020, and is included in the Company’s consolidated statements of operations. The following unaudited pro forma information presents the condensed consolidated results of operations of the Company and Uman for the three months ended March 31, 2019 as if the acquisition of Uman had been completed on January 1, 2018. These pro forma condensed consolidated financial results have been prepared for comparative purposes only and include certain adjustments that reflect pro forma results of operations, such as increased amortization for the fair value of acquired intangible assets, increased cost of sales related to the inventory valuation adjustment, and adjustments relating to the tax effect of combining the Company and Uman businesses. The unaudited pro forma results do not reflect any operating efficiencies or potential cost savings which may result from the consolidation of the operations of the Company and Uman. Accordingly, these unaudited pro forma results are presented for informational purposes only and are not necessarily indicative of the results of operations that actually would have been achieved had the acquisition occurred as of January 1, 2018, nor are they intended to represent or be indicative of future results of operations (in thousands): Three months ended March 31, 2019 Revenue (unaudited) $ 12,908 Pre-tax loss (unaudited) $ (9,062) The Company recorded no costs associated with the acquisition of Uman for the three months ended March 31, 2020 and 2019, respectively. For the year ended December 31, 2019, the Company incurred $1.9 million in costs associated with the acquisition of Uman. Costs associated with the acquisition of Uman are recorded as selling, general, and administrative expenses within the consolidated statements of operations. |
Goodwill and Acquired Intangibl
Goodwill and Acquired Intangible Assets | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Acquired Intangible Assets | |
Goodwill and Acquired Intangible Assets | 16. Goodwill and Acquired Intangible Assets As of March 31, 2020, the carrying amount of goodwill was $8.9 million. The following is a rollforward of the Company’s goodwill balance (in thousands): Goodwill Balance as of December 31, 2019 $ 9,353 Cumulative translation adjustment (439) Balance as of March 31, 2020 $ 8,914 Acquired intangible assets as of March 31, 2020 consist of the following (in thousands): March 31, 2020 Gross Cumulative Net Weighted Estimated Useful Carrying Accumulated Translation Carrying Average Life (in years) Value Amortization Adjustment Value Life R emaining Know-how 8.5 $ 13,000 $ (1,149) $ (738) $ 11,113 7.75 Developed technology 7 1,650 (815) — 835 4.84 Customer relationships 8.5 - 10 1,360 (472) (6) 882 7.83 Non-compete agreements 5.5 340 (51) (18) 271 4.75 Trade names 3 50 (36) — 14 0.84 Total $ 16,400 $ (2,523) $ (762) $ 13,115 Acquired intangible assets as of December 31, 2019 consist of the following (in thousands): December 31, 2019 Gross Cumulative Net Weighted Estimated Useful Carrying Accumulated Translation Carrying Average Life (in years) Value Amortization Adjustment Value Life R emaining Know-how 8.5 $ 13,000 $ (767) $ (99) $ 12,134 8.00 Developed technology 7 1,650 (737) — 913 5.09 Customer relationships 8.5 - 10 1,360 (421) (1) 938 8.08 Non-compete agreements 5.5 340 (34) (2) 304 5.00 Trade names 3 50 (32) — 18 1.09 Total $ 16,400 $ (1,991) $ (102) $ 14,307 The Company acquired $13.5 million of intangible assets in the Uman acquisition, of which $13.0 million was assigned to know-how, $0.4 million was assigned to non-compete agreements, and $0.1 million was assigned to customer relationships. The know-how and customer relationships intangible assets are being amortized on a straight-line basis over an 8.5 year amortization period, and the non-compete agreement intangible asset is being amortized on a straight-line basis over a 5.5 year amortization period. In total, the weighted-average amortization period for these intangible assets is 8.4 years. The Company is currently evaluating the fair value of assets acquired and liabilities assumed from the Uman acquisition, including intangible assets and their related amortization periods. As such, the $13.5 million in intangible assets presented in the table above are provisional and will be finalized in a later period once the fair value procedures are completed. The Company recorded amortization expense of $0.5 million and $0.2 million for the three months ended March 31, 2020 and 2019, 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 goods sold. Future estimated amortization expense of acquired intangible assets as of March 31, 2020 is as follows (in thousands): For the Years Ended December 31, Estimated Amortization Expense Remainder 2020 $ 1,578 2021 2,013 2022 1,930 2023 1,848 2024 1,733 Thereafter 4,013 $ |
Related party transactions
Related party transactions | 3 Months Ended |
Mar. 31, 2020 | |
Related party transactions | |
Related party transactions | 17. 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, 2020 and 2019, the Company recorded royalty expense of $0.2 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 were less than $0.1 million for each of the three months ended March 31, 2020 and 2019, respectively. |
Accumulated other comprehensive
Accumulated other comprehensive loss | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated other comprehensive loss | |
Accumulated other comprehensive loss | 18. Accumulated other comprehensive loss The following shows the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2020 which consisted of only foreign currency translation adjustments for the periods shown (in thousands): 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) |
Subsequent events
Subsequent events | 3 Months Ended |
Mar. 31, 2020 | |
Subsequent events | |
Subsequent events | 19. Subsequent events The Company had no significant subsequent events for the period March 31, 2020 through the filing date of this Quarterly Report on Form 10-Q. |
Significant accounting polici_2
Significant accounting policies (Policies) | 3 Months Ended |
Mar. 31, 2020 | |
Significant accounting policies | |
Principles of consolidation | Principles of consolidation The condensed consolidated financial statements have been prepared in accordance with U.S. GAAP and include the accounts of Quanterix Corporation and its wholly‑owned subsidiaries. All material intercompany transactions and balances have been eliminated in consolidation. |
Foreign Currency | Foreign Currency The Company translates assets and liabilities of its foreign subsidiaries at rates in effect at the end of the reporting period. Revenues and expenses are translated at average rates in effect during the reporting period. Translation adjustments are included in accumulated other comprehensive loss. |
Income taxes | Income taxes The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the Company's consolidated financial statements or tax returns. Under this method, deferred tax assets and liabilities are determined based on differences between the consolidated financial statement carrying amounts and the tax bases of the assets and liabilities using the enacted tax rates in effect in the years in which the differences are expected to reverse. A valuation allowance against deferred tax assets is recorded if, based on the weight of the available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of 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 merits of the tax position as well as consideration of the available facts and circumstances. As of March 31, 2020 the Company did not have any significant uncertain tax positions. |
Use of estimates | Use of estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. In making those estimates and assumptions, the Company bases its estimates on historical experience and on various other assumptions believed to be reasonable. The Company’s significant estimates included in the preparation of the consolidated financial statements are related to revenue recognition, fair value of equity instruments and notes receivable, fair value of assets acquired and liabilities assumed in acquisitions, valuation allowances recorded against deferred tax assets, right-of-use assets and lease liabilities, and stock‑based compensation. Actual results could differ from those estimates. |
Business combinations | Business combinations Under the acquisition method of accounting, the Company allocates the fair value of the total consideration transferred to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the date of acquisition. The fair values assigned, defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between willing market participants, are based on estimates and assumptions determined by management. The excess consideration over the aggregate fair value of tangible and intangible assets, net of liabilities assumed, is recorded as goodwill. These valuations require significant estimates and assumptions, especially with respect to intangible assets. The Company typically uses the discounted cash flow method to value acquired intangible assets. This method requires significant management judgment to forecast future operating results and establish residual growth rates and discount factors. The estimates used to value and amortize intangible assets are consistent with the plans and estimates that are used to manage the business and are based on available historical information and industry estimates and averages. If the subsequent actual results and updated projections of the underlying business activity change compared with the assumptions and projections used to develop these values, the Company could experience impairment charges. In addition, the Company has estimated the economic lives of certain acquired assets and these lives are used to calculate depreciation and amortization expense. If estimates of the economic lives change, depreciation or amortization expenses could be accelerated or slowed. |
Restricted Cash | 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. 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, 2020. |
Recent accounting pronouncements | Recent accounting pronouncements The Company is considered to be an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, as amended (JOBS Act). The JOBS Act provides that an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. Thus, an emerging growth company can delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. The Company has elected to avail itself of this extended transition period and, as a result, the Company will not be required to adopt new or revised accounting standards on the relevant dates on which adoption of such standards is required for other public companies so long as the Company remains an emerging growth company. Recently Adopted In February 2016, the Financial Accounting Standards Board (FASB) established Topic 842, Leases , by issuing Accounting Standards Update (ASU) No. 2016-02, which requires lessees to recognize leases on-balance sheet and disclose key information about leasing arrangements. Topic 842 was subsequently amended by ASU No. 2018-01, Land Easement Practical Expedient for Transition to Topic 842 ; ASU No. 2018-10, Codification Improvements to Topic 842, Leases ; and ASU No. 2018-11, Targeted Improvements . The new standard establishes a right-of-use (ROU) model that requires a lessee to recognize a ROU asset and lease liability on the balance sheet for all leases with a term longer than 12 months. Leases will be classified as finance or operating, with classification affecting the pattern and classification of expense recognition in the income statement. An optional transition approach is required under ASU 2018-11, applying the new standard to all leases existing at the date of initial application . On January 1, 2020, the Company adopted ASU No. 2016-02, Leases (Topic 842), (ASC 842), using the optional transition method allowing entities to recognize a cumulative effect adjustment to the opening balance sheet without restating comparative prior periods presented. ASC 842 requires a lessee to recognize assets and liabilities on the balance sheet for most leases and changes many key definitions, including the definition of a lease. Lessees will continue to differentiate between finance leases and operating, and classification will impact expense recognition. The Company elected the following practical expedients for all lease asset classes, which must be elected as a package and applied consistently to all of its leases at the transition date: i) the Company did not reassess whether any expired or existing contracts are or contain leases; ii) the Company did not reassess the lease classification for any expired or existing leases (that is, all existing leases that were classified as operating leases in accordance with ASC 840, Leases (ASC 840), are classified as operating leases); and iii) the Company did not reassess initial direct costs for any existing leases. At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the facts and circumstances present in the arrangement. Leases with a term greater than one year are recognized on the balance sheet as right-of-use assets and short-term and long-term lease liabilities, as applicable. The Company has elected the practical expedient not to recognize leases on the balance with a term of twelve months or less. The Company’s leases consist of office and lab space and office equipment. All of the Company’s leases are classified as operating, and options to renew a lease are only included in the lease term to the extent those options are reasonably certain to be exercised. Additionally, the Company elected to apply the practical expedient not to separate lease and nonlease components for all leases. Operating lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. The rate implicit in lease contracts is typically not readily determinable, and as a result, the Company utilizes its incremental borrowing rate to discount lease payments, which reflects the fixed rate at which the Company could borrow on a collateralized basis the amount of the lease payments, for a similar term, in a similar economic environment. To estimate its incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. The adoption of ASC 842 resulted in the recognition of operating lease ROU assets and operating lease liabilities of $12.2 million and $22.8 million, respectively, on the Company’s condensed consolidated balance sheet, with the difference between the ROU asset and lease liability primarily attributable to unamortized lease incentives and deferred rent related to its lease for its corporate headquarters at 900 Middlesex Turnpike in Billerica, Massachusetts (the “900 Middlesex Turnpike Lease”). In January 2017, the FASB issued ASU No. 2017-04, Intangibles - Goodwill and Other (Topic 350) - Simplifying the Test for Goodwill Impairment . This ASU eliminates Step 2 from the goodwill impairment test. In addition, income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit should be considered when measuring the goodwill impairment loss, if applicable. The amendments also eliminate the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment and, if it fails that qualitative test, to perform Step 2 of the goodwill impairment test. An entity still has the option to perform the qualitative assessment for a reporting unit to determine if the quantitative impairment test is necessary. The Company adopted this ASU on January 1, 2020 with no material effect to its financial statements. In August 2018, the FASB issued ASU No. 2018‑13, “Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement” . This ASU removed the following disclosure requirements: (1) the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy; (2) the policy for timing of transfers between levels; and (3) the valuation processes for Level 3 fair value measurements. Additionally, this update added the following disclosure requirements: (1) the changes in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair value measurements held at the end of the reporting period; and (2) the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements. For certain unobservable inputs, an entity may disclose other quantitative information (such as the median or arithmetic average) in lieu of the weighted average if the entity determines that other quantitative information would be a more reasonable and rational method to reflect the distribution of unobservable inputs used to develop Level 3 fair value measurements. ASU 2018‑13 will be effective for fiscal years beginning after December 15, 2019 with early adoption permitted. The Company adopted this ASU on January 1, 2020 with no material effect to its financial statements. Not Yet Adopted In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments — Credit Losses: Measurement of Credit Losses on Financial Instruments (ASU 2016-13), which amends the impairment model by requiring entities to use a forward-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 standard is effective for the Company beginning in the first quarter of 2021, with early adoption permitted. The Company is currently evaluating the expected impact of ASU 2016-13 on its financial statements. There have been no other material changes to the significant accounting policies and recent accounting pronouncements previously disclosed in the 2019 Annual Report on Form 10‑K. |
Revenue recognition (Tables)
Revenue recognition (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue recognition | |
Schedule of disaggregated revenue | 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 Three Months Ended March 31, 2019 (in thousands) NA EMEA Asia Pacific Total Product revenues Instruments $ 1,397 $ 1,145 $ 874 $ 3,416 Consumable and other products 3,619 2,088 424 6,131 Totals $ 5,016 $ 3,233 $ 1,298 $ 9,547 Service and other revenues Service-type warranties $ 689 $ 234 $ 37 $ 960 Research services 1,504 — — 1,504 Other services 201 108 17 326 Totals $ 2,394 $ 342 $ 54 $ 2,790 Collaboration and license revenue Collaboration and license revenue $ — $ — $ — $ — Totals $ — $ — $ — $ — |
Schedule of changes in deferred revenue from contracts with customers | Changes in deferred revenue from contracts with customers were as follows (in thousands): Three Months Ended March 31, 2020 Balance at December 31, 2019 $ 5,163 Deferral of revenue 1,850 Recognition of deferred revenue (1,179) Balance at March 31, 2020 $ 5,834 |
Schedule of costs to obtain a contract | The change in the balance of costs to obtain a contract are as follows (in thousands): Three Months Ended March 31, 2020 Balance at December 31, 2019 $ 335 Deferral of costs to obtain a contract 94 Recognition of costs to obtain a contract (203) Balance at March 31, 2020 $ 226 |
Net loss per share (Tables)
Net loss per share (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Net loss per share | |
Schedule of outstanding potentially dilutive securities that have been excluded in the calculation of diluted net loss per share | March 31, 2020 2019 Unvested restricted common stock and restricted stock units 561,786 Outstanding stock options 2,840,525 2,802,343 Outstanding warrants 10,000 76,041 Total 3,412,311 3,298,100 |
Fair value of financial instr_2
Fair value of financial instruments (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Fair value of financial instruments | |
Schedule of fair value measurements | Fair value measurements as of March 31, 2020 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 $ 91,916 $ 91,916 $ — $ — Note receivable 150 — — 150 $ 92,066 $ 91,916 $ — $ 150 Fair value measurements as of December 31, 2019 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 $ 109,155 $ 109,155 $ — $ — Note receivable 150 — — 150 $ 109,305 $ 109,155 — $ 150 |
Inventory (Tables)
Inventory (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Inventory | |
Summary of inventory | Inventory consists of the following (in thousands): March 31, December 31, 2020 2019 Raw materials $ 5,128 $ 4,717 Work in process 2,619 2,573 Finished goods 3,645 3,173 Total $ 11,392 $ 10,463 |
Other accrued expenses and ot_2
Other accrued expenses and other non-current liabilities (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Other accrued expenses and other non-current liabilities | |
Summary of other accrued expenses | Other accrued expenses consist of the following (in thousands): March 31, December 31, 2020 2019 Accrued inventory $ 999 $ 459 Accrued royalties 535 476 Accrued professional services 692 655 Accrued development costs 121 151 Accrued other 721 757 Total accrued expenses $ 3,068 $ 2,498 |
Summary of other non-current liabilities | Other non-current liabilities consist of the following (in thousands): March 31, December 31, 2020 2019 Leasehold obligation incentive $ — $ 7,572 Deferred rent — 3,011 Deferred tax liabilities 2,498 2,816 Other 6 8 Total non-current liabilities $ 2,504 $ 13,407 |
Warrants, stock-based compens_2
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |
Summary of share-based compensation expense for all stock awards | Stock‑based compensation expense for all stock awards consists of the following (in thousands): Three Months Ended March 31, 2020 2019 Cost of product revenue $ 36 $ 17 Cost of service and other revenue 68 60 Research and development 242 168 Selling, general, and administrative 1,763 1,039 Total $ 2,109 $ 1,284 |
Summary of stock option activity | Weighted-average Remaining contractual Aggregate intrinsic value Options exercise price life (in years) (in thousands) Outstanding at December 31, 2019 2,507,062 $ 14.41 7.58 $ 24,870 Granted 428,271 $ 27.16 Exercised (63,074) $ 7.86 Cancelled (31,734) $ 24.29 Outstanding at March 31, 2020 2,840,525 $ 16.37 7.75 $ 14,641 Vested and expected to vest at March 31, 2020 2,840,525 $ 16.37 7.75 $ 14,641 Exercisable at March 31, 2020 1,411,836 $ 9.93 6.54 $ 12,703 |
Summary of restricted stock units activity | Weighted-average grant date fair value Shares per share Unvested RSUs as of December 31, 2019 370,123 $ 20.48 Granted 210,074 $ 27.36 Vested (45,474) $ 18.92 Cancelled (12,743) $ 26.89 Unvested RSUs as of March 31, 2020 521,980 $ 23.22 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Leases | |
Summary of the lease costs recognized under ASC 842 | Operating leases (in thousands) For the three months ended Lease Costs (1) Operating lease costs $ 660 Total lease cost $ 660 Other information Operating cash flows used for operating leases $ 407 Weighted average remaining lease term 10.3 years Weighted average discount rate (1) Short-term lease costs and variable lease costs incurred by the Company for the three months ended March 31, 2020 were immaterial. |
Schedule of future minimum commitments under ASC 842 | Maturity of lease liabilities (in thousands) As of March 31, 2020 Remainder 2020 $ 1,696 2021 3,363 2022 3,435 2023 3,487 2024 3,557 2025 and thereafter 22,203 Total lease payments $ 37,741 Less: imputed interest 14,695 Total operating lease liabilities $ 23,046 |
Schedule of future minimum commitments under ASC 840 | As previously disclosed in the Company’s 2019 Annual Report on Form 10-K and under the previous lease accounting standard, ASC 840, the total commitment for non-cancelable operating leases was $38.0 million as of December 31, 2019 (amounts in thousands): 2020 $ 2,081 2021 3,322 2022 3,396 2023 3,480 2024 and Forward 25,760 $ 38,039 |
Notes payable (Tables)
Notes payable (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Notes payable | |
Schedule of debt payment obligations due based on principal payments | As of March 31, 2020, debt payment obligations due based on principal payments are as follows (in thousands): Remainder 2020 $ — 2021 7,688 $ 7,688 |
Business combinations (Tables)
Business combinations (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Schedule of fair value of assets acquired and liabilities assumed | Three months ended March 31, 2019 Revenue (unaudited) $ 12,908 Pre-tax loss (unaudited) $ (9,062) |
UmanDiagnostics AB Acquisition | |
Schedule of fair value of consideration transferred | The following table summarizes the preliminary purchase price allocation, net of $1.2 million in cash and cash equivalents acquired (in thousands): Purchase price: Cash and stock paid $ 21,217 Cash and cash equivalents acquired 1,221 Purchase price, net 19,996 Assets (liabilities) acquired: Accounts receivable $ 638 Inventory 1,680 Prepaids and other current assets 114 Property and equipment 33 Intangibles 13,450 Goodwill 8,111 Accounts payable (20) Accrued expense and other current liabilities (871) Deferred tax liabilities (3,139) Total $ 19,996 |
Goodwill and Acquired Intangi_2
Goodwill and Acquired Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Goodwill and Acquired Intangible Assets | |
Rollforward of goodwill balance | The following is a rollforward of the Company’s goodwill balance (in thousands): Goodwill Balance as of December 31, 2019 $ 9,353 Cumulative translation adjustment (439) Balance as of March 31, 2020 $ 8,914 |
Summary of intangible assets | Acquired intangible assets as of March 31, 2020 consist of the following (in thousands): March 31, 2020 Gross Cumulative Net Weighted Estimated Useful Carrying Accumulated Translation Carrying Average Life (in years) Value Amortization Adjustment Value Life R emaining Know-how 8.5 $ 13,000 $ (1,149) $ (738) $ 11,113 7.75 Developed technology 7 1,650 (815) — 835 4.84 Customer relationships 8.5 - 10 1,360 (472) (6) 882 7.83 Non-compete agreements 5.5 340 (51) (18) 271 4.75 Trade names 3 50 (36) — 14 0.84 Total $ 16,400 $ (2,523) $ (762) $ 13,115 Acquired intangible assets as of December 31, 2019 consist of the following (in thousands): December 31, 2019 Gross Cumulative Net Weighted Estimated Useful Carrying Accumulated Translation Carrying Average Life (in years) Value Amortization Adjustment Value Life R emaining Know-how 8.5 $ 13,000 $ (767) $ (99) $ 12,134 8.00 Developed technology 7 1,650 (737) — 913 5.09 Customer relationships 8.5 - 10 1,360 (421) (1) 938 8.08 Non-compete agreements 5.5 340 (34) (2) 304 5.00 Trade names 3 50 (32) — 18 1.09 Total $ 16,400 $ (1,991) $ (102) $ 14,307 |
Schedule of future estimated amortization expense of acquired intangible assets | Future estimated amortization expense of acquired intangible assets as of March 31, 2020 is as follows (in thousands): For the Years Ended December 31, Estimated Amortization Expense Remainder 2020 $ 1,578 2021 2,013 2022 1,930 2023 1,848 2024 1,733 Thereafter 4,013 $ |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 3 Months Ended |
Mar. 31, 2020 | |
Accumulated other comprehensive loss | |
Schedule of Accumulated Other Comprehensive Income (Loss) | The following shows the changes in the components of accumulated other comprehensive loss for the three months ended March 31, 2020 which consisted of only foreign currency translation adjustments for the periods shown (in thousands): 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) |
Organization and operations (De
Organization and operations (Details) - USD ($) $ / shares in Units, $ in Thousands | Aug. 08, 2019 | Jun. 05, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Aug. 01, 2019 | Jul. 01, 2019 | Mar. 19, 2019 |
Initial Public Offering | ||||||||
Common stock, authorized shares | 120,000,000 | 120,000,000 | ||||||
Common stock, par value | $ 0.001 | $ 0.001 | ||||||
Common stock, aggregate offering price | $ 28 | $ 28 | ||||||
Accumulated deficit | (227,854) | (216,244) | ||||||
Net loss | (11,610) | $ (9,405) | ||||||
Unrestricted cash and cash equivalents | 96,359 | $ 33,972 | $ 109,155 | |||||
Underwritten public offering | ||||||||
Initial Public Offering | ||||||||
Shares issued | 2,700,000 | |||||||
Common stock, par value | $ 0.001 | |||||||
Gross Proceeds From Issuance Of Common Stock | $ 69,000 | |||||||
stock issuance cost | 4,500 | |||||||
Net proceeds from issuance of common shares | $ 64,500 | |||||||
At-the-market offering | ||||||||
Initial Public Offering | ||||||||
Shares issued | 2,200,000 | |||||||
Shares issued price (in dollars per share) | $ 22.73 | |||||||
Common stock, par value | $ 0.001 | |||||||
Gross Proceeds From Issuance Of Common Stock | $ 49,700 | |||||||
stock issuance cost | 1,700 | |||||||
Net proceeds from issuance of common shares | $ 48,000 | |||||||
At-the-market offering | Maximum | ||||||||
Initial Public Offering | ||||||||
Common stock, aggregate offering price | $ 50,000 | |||||||
UmanDiagnostics AB Acquisition | ||||||||
Initial Public Offering | ||||||||
Capital stock shares outstanding, percent | 95.00% | 5.00% | ||||||
Net loss | $ 100 |
Significant accounting polici_3
Significant accounting policies (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Significant accounting policies | |
Operating Lease, Right-of-Use Asset | $ 12,221 |
Operating Lease, Liability, Noncurrent | $ 22,741 |
Revenue recognitions - Customer
Revenue recognitions - Customers (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Minimum | |
Revenue recognition | |
Period of payment | 30 days |
Maximum | |
Revenue recognition | |
Period of payment | 45 days |
Revenue recognition - Disaggreg
Revenue recognition - Disaggregated revenue (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Revenue recognition | ||
Revenue | $ 15,727 | $ 12,337 |
Product revenue | ||
Revenue recognition | ||
Revenue | 9,833 | 9,547 |
Product revenue | NA | ||
Revenue recognition | ||
Revenue | 4,677 | 5,016 |
Product revenue | EMEA | ||
Revenue recognition | ||
Revenue | 3,430 | 3,233 |
Product revenue | Asia Pacific | ||
Revenue recognition | ||
Revenue | 1,726 | 1,298 |
Instruments | ||
Revenue recognition | ||
Revenue | 3,688 | 3,416 |
Instruments | NA | ||
Revenue recognition | ||
Revenue | 1,753 | 1,397 |
Instruments | EMEA | ||
Revenue recognition | ||
Revenue | 726 | 1,145 |
Instruments | Asia Pacific | ||
Revenue recognition | ||
Revenue | 1,209 | 874 |
Consumable and other products | ||
Revenue recognition | ||
Revenue | 6,145 | 6,131 |
Consumable and other products | NA | ||
Revenue recognition | ||
Revenue | 2,924 | 3,619 |
Consumable and other products | EMEA | ||
Revenue recognition | ||
Revenue | 2,704 | 2,088 |
Consumable and other products | Asia Pacific | ||
Revenue recognition | ||
Revenue | 517 | 424 |
Service and other revenue | ||
Revenue recognition | ||
Revenue | 5,762 | 2,790 |
Service and other revenue | NA | ||
Revenue recognition | ||
Revenue | 4,646 | 2,394 |
Service and other revenue | EMEA | ||
Revenue recognition | ||
Revenue | 521 | 342 |
Service and other revenue | Asia Pacific | ||
Revenue recognition | ||
Revenue | 595 | 54 |
Service-type warranties | ||
Revenue recognition | ||
Revenue | 1,179 | 960 |
Service-type warranties | NA | ||
Revenue recognition | ||
Revenue | 748 | 689 |
Service-type warranties | EMEA | ||
Revenue recognition | ||
Revenue | 379 | 234 |
Service-type warranties | Asia Pacific | ||
Revenue recognition | ||
Revenue | 52 | 37 |
Research services | ||
Revenue recognition | ||
Revenue | 4,287 | 1,504 |
Research services | NA | ||
Revenue recognition | ||
Revenue | 3,667 | 1,504 |
Research services | EMEA | ||
Revenue recognition | ||
Revenue | 82 | |
Research services | Asia Pacific | ||
Revenue recognition | ||
Revenue | 538 | |
Other services | ||
Revenue recognition | ||
Revenue | 296 | 326 |
Other services | NA | ||
Revenue recognition | ||
Revenue | 231 | 201 |
Other services | EMEA | ||
Revenue recognition | ||
Revenue | 60 | 108 |
Other services | Asia Pacific | ||
Revenue recognition | ||
Revenue | 5 | $ 17 |
Collaboration and license revenue | ||
Revenue recognition | ||
Revenue | 132 | |
Collaboration and license revenue | NA | ||
Revenue recognition | ||
Revenue | 122 | |
Collaboration and license revenue | EMEA | ||
Revenue recognition | ||
Revenue | $ 10 |
Revenue recognition - Future pe
Revenue recognition - Future performance obligations (Details) - USD ($) $ in Millions | Mar. 31, 2020 | Mar. 31, 2019 |
Transaction Price Allocated to Future Performance Obligations | ||
Amount of transaction price allocated to performance obligations | $ 5.8 | $ 5.9 |
Service-type warranties and research services | ||
Transaction Price Allocated to Future Performance Obligations | ||
Amount of transaction price allocated to performance obligations | 5.8 | |
Undelivered licenses of intellectual property | ||
Transaction Price Allocated to Future Performance Obligations | ||
Amount of transaction price allocated to performance obligations | 1.7 | |
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2021-04-01 | ||
Transaction Price Allocated to Future Performance Obligations | ||
Amount of transaction price allocated to performance obligations | $ 5.4 | |
Revenue recognition period for remaining performance obligation | 12 months |
Revenue recognition - Changes i
Revenue recognition - Changes in deferred revenue from contracts with customers (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Changes in deferred revenue from contracts with customers | |
Balance at beginning of period | $ 5,163 |
Deferral of revenue | 1,850 |
Recognition of deferred revenue | (1,179) |
Balance at end of period | $ 5,834 |
Revenue recognition - Costs to
Revenue recognition - Costs to obtain a contract (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Change in the balance of costs to obtain a contract | |
Balance at beginning of period | $ 335 |
Deferral of costs to obtain a contract | 94 |
Recognition of costs to obtain a contract | (203) |
Balance at end of period | $ 226 |
Revenue recognition - Practical
Revenue recognition - Practical expedients (Details) | 3 Months Ended |
Mar. 31, 2020 | |
Revenue recognition | |
Revenue, Practical Expedient, Financing Component [true false] | true |
Revenue, Remaining Performance Obligation, Optional Exemption, Performance Obligation [true false] | true |
Net loss per share (Details)
Net loss per share (Details) - shares | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Net loss per share | ||
Number of dilutive securities excluded in the calculation of diluted net loss per share | 3,412,311 | 3,298,100 |
Common stock | ||
Net loss per share | ||
Obligation to issue warrants, in shares | 93,341 | 93,341 |
Unvested restricted common stock and restricted stock units | ||
Net loss per share | ||
Number of dilutive securities excluded in the calculation of diluted net loss per share | 561,786 | 419,716 |
Outstanding stock options | ||
Net loss per share | ||
Number of dilutive securities excluded in the calculation of diluted net loss per share | 2,840,525 | 2,802,343 |
Outstanding warrants | ||
Net loss per share | ||
Number of dilutive securities excluded in the calculation of diluted net loss per share | 10,000 | 76,041 |
Fair value of financial instr_3
Fair value of financial instruments (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | ||
Cash equivalents | $ 91,916 | $ 109,155 |
Note receivable | 150 | 150 |
Total | 92,066 | 109,305 |
Level 1 | ||
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | ||
Cash equivalents | 91,916 | 109,155 |
Total | 91,916 | 109,155 |
Level 3 | ||
Financial Instruments, Financial Assets, Balance Sheet Groupings [Abstract] | ||
Note receivable | 150 | 150 |
Total | $ 150 | $ 150 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Inventory | ||
Raw Materials | $ 5,128 | $ 4,717 |
Work in process | 2,619 | 2,573 |
Finished goods | 3,645 | 3,173 |
Total | $ 11,392 | $ 10,463 |
Investments (Details)
Investments (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2020 | Sep. 30, 2018 | Sep. 30, 2016 | |
Schedule of Cost-method Investments [Line Items] | |||
Impairment on investments | $ 0 | ||
Minority interest in preferred stock in privately held company | |||
Schedule of Cost-method Investments [Line Items] | |||
Purchase price of investment | $ 300,000 | ||
Investment in a convertible notes of a privately held company | |||
Schedule of Cost-method Investments [Line Items] | |||
Investment principle amount | $ 200,000 |
Other accrued expenses and ot_3
Other accrued expenses and other non-current liabilities - Other accrued expenses (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Dec. 31, 2019 |
Other accrued expenses and other non-current liabilities | ||
Accrued inventory | $ 999 | $ 459 |
Accrued royalties | 535 | 476 |
Accrued professional services | 692 | 655 |
Accrued development costs | 121 | 151 |
Accrued other | 721 | 757 |
Total accrued expenses | $ 3,068 | $ 2,498 |
Other accrued expenses and ot_4
Other accrued expenses and other non-current liabilities - Other non-current liabilities (Details) - USD ($) $ in Thousands | Mar. 31, 2020 | Jan. 01, 2020 | Dec. 31, 2019 |
Other non-current liabilities | |||
Leasehold obligation incentive | $ 7,600 | $ 7,572 | |
Deferred Rent | $ 3,000 | 3,011 | |
Deferred tax liabilities | $ 2,498 | 2,816 | |
Other | 6 | 8 | |
Total non-current liabilities | $ 2,504 | $ 13,407 |
Warrants, stock-based compens_3
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units - Warrants (Details) | 3 Months Ended |
Mar. 31, 2020shares | |
Number outstanding | |
Issued (in shares) | 0 |
Outstanding warrants | |
Number outstanding | |
Outstanding at the end of the period (in shares) | 10,000 |
Warrants, stock-based compens_4
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units - Share-based compensation expense (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | ||
Share-based compensation expense | $ 2,109 | $ 1,284 |
Cost of product revenue | ||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | ||
Share-based compensation expense | 36 | 17 |
Cost of service and other revenue | ||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | ||
Share-based compensation expense | 68 | 60 |
Research and development | ||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | ||
Share-based compensation expense | 242 | 168 |
General and administrative | ||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | ||
Share-based compensation expense | $ 1,763 | $ 1,039 |
Warrants, stock-based compens_5
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units - Stock-based award plans (Details) - shares | Jan. 01, 2019 | Mar. 31, 2020 | Dec. 31, 2019 |
2007 Plan | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Common stock available for future awards (in shares) | 0 | ||
2017 Plan | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Shares authorized under the plan (in shares) | 1,042,314 | ||
Shares available for grant under the plan (in shares) | 802,135 | ||
Annual increase in the shares available for grant under the plan (as a percent of shares of common stock outstanding) | 4.00% | ||
Increase in the shares available for grant under the plan (in shares) | 1,126,172 | ||
2017 ESPP | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Shares available for grant under the plan (in shares) | 871,422 | ||
Annual increase in the shares available for grant under the plan (as a percent of shares of common stock outstanding) | 1.00% | ||
Increase in the shares available for grant under the plan (in shares) | 281,543 | ||
Outstanding stock options | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Options outstanding (in shares) | 2,840,525 | 2,507,062 | |
Outstanding stock options | 2007 Plan | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Options outstanding (in shares) | 1,178,538 | ||
Outstanding stock options | 2017 Plan | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Options outstanding (in shares) | 1,661,987 | ||
Shares authorized under the plan (in shares) | 2,490,290 | ||
Unvested restricted stock units | 2017 Plan | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Options outstanding (in shares) | 521,980 |
Warrants, stock-based compens_6
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units - Stock options (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Aggregate intrinsic value | |||
Share-based compensation expense | $ 2,109 | $ 1,284 | |
Outstanding stock options | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Options expiration period (in years) | 10 years | ||
Number outstanding | |||
Outstanding at the beginning of the period (in shares) | 2,507,062 | ||
Granted (in shares) | 428,271 | ||
Exercised (in shares) | (63,074) | ||
Cancelled or forfeited (in shares) | (31,734) | ||
Outstanding at the end of the period (in shares) | 2,840,525 | 2,507,062 | |
Vested and expected to vest at the end of the period (in shares) | 2,840,525 | ||
Exercisable at the end of the period (in shares) | 1,411,836 | ||
Weighted-average exercise price | |||
Outstanding at the beginning of the period (in dollars per share) | $ 14.41 | ||
Granted (in dollars per share) | 27.16 | ||
Exercised (in dollars per share) | 7.86 | ||
Cancelled or forfeited (in dollars per share) | 24.29 | ||
Outstanding at the end of the period (in dollars per share) | 16.37 | $ 14.41 | |
Vested and expected to vest at the end of the period (in dollars per share) | 16.37 | ||
Exercisable at the end of the period (in dollars per share) | $ 9.93 | ||
Remaining contractual life | |||
Outstanding (in years) | 7 years 9 months | 7 years 6 months 29 days | |
Vested and expected to vest at the end of the period (in years) | 7 years 9 months | ||
Exercisable at the end of the period (in years) | 6 years 6 months 15 days | ||
Aggregate intrinsic value | |||
Outstanding at the beginning of the period | $ 24,870 | ||
Exercised | 1,100 | $ 1,200 | |
Outstanding at the end of the period | 14,641 | $ 24,870 | |
Vested and expected to vest at the end of the period | 14,641 | ||
Exercisable at the end of the period | $ 12,703 | ||
Weighted-average fair value of options granted | $ 11.82 | $ 7.90 | |
Share-based compensation expense | $ 1,100 | $ 700 | |
Intrinsic value of stock options exercised | $ 1,100 | $ 1,200 | |
Outstanding stock options | Subject to a four year vesting schedule with 25% vesting on the first anniversary and the remaining vesting ratably on a monthly basis over the remaining three years | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Vesting period (in years) | 4 years | ||
Vesting percentage 1 (as a percent) | 25.00% | ||
Outstanding stock options | Subject to vesting with 50% vesting on December 31, 2018 and December 31, 2019 | |||
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units | |||
Vesting period (in years) | 3 years | ||
Vesting percentage 1 (as a percent) | 75.00% |
Warrants, stock-based compens_7
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units - Restricted stock (Details) - Restricted stock - shares | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2015 | Dec. 31, 2014 | Mar. 31, 2020 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 0 | ||
2007 Plan | Director | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 78,912 | ||
Vesting period (in years) | 4 years | ||
2007 Plan | Executive | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Granted (in shares) | 781,060 | ||
Vesting period (in years) | 4 years | ||
2007 Plan | Executive | Subject to a four year vesting schedule with 25% vesting on the first anniversary and the remaining vesting ratably on a monthly basis over the remaining three years | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting percentage 1 (as a percent) | 25.00% | ||
2007 Plan | Executive | Subject to vesting with 50% vesting on December 31, 2018 and December 31, 2019 | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period (in years) | 3 years | ||
Vesting percentage 1 (as a percent) | 75.00% |
Warrants, stock-based compens_8
Warrants, stock-based compensation, stock options, restricted stock and restricted stock units - Restricted stock units (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Weighted-average grant date fair value per share | ||
Share-based compensation expense | $ 2,109 | $ 1,284 |
Restricted stock units | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted common stock issued (in shares) | 210,074 | |
Number of restricted stock units | ||
Unvested restricted common stock at the beginning of the period (in shares) | 370,123 | |
Granted (in shares) | 210,074 | |
Vested (in shares) | (45,474) | |
Cancelled (in shares) | (12,743) | |
Unvested restricted common stock at the end of the period (in shares) | 521,980 | |
Weighted-average grant date fair value per share | ||
Unvested restricted common stock at the beginning of the period (in dollars per share) | $ 20.48 | |
Granted (in dollars per share) | 27.36 | |
Vested (in dollars per share) | 18.92 | |
Cancelled (in dollars per share) | 26.89 | |
Unvested restricted common stock at the end of the period (in dollars per share) | $ 23.22 | |
Share-based compensation expense | $ 900 | $ 500 |
Total unrecognized compensation cost related to unvested stock awards | $ 11,400 | |
Period of recognition of unrecognized compensation cost | 3 years 26 days | |
Restricted stock | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted common stock issued (in shares) | 0 | |
Number of restricted stock units | ||
Granted (in shares) | 0 | |
Unvested restricted common stock at the end of the period (in shares) | 39,806 | |
Weighted-average grant date fair value per share | ||
Unvested restricted common stock at the end of the period (in dollars per share) | $ 3.12 | |
2017 Plan | Restricted stock units | Subject to a four year vesting schedule with 25% vesting on the first anniversary and the remaining vesting ratably on a monthly basis over the remaining three years | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted common stock issued (in shares) | 191,867 | |
Vesting period 1 | 4 years | |
Vesting period 2 | 3 years | |
Vesting percentage 1 (as a percent) | 25.00% | |
Vesting percentage 2 (as a percent) | 75.00% | |
Number of restricted stock units | ||
Granted (in shares) | 191,867 | |
2017 Plan | Restricted stock units | Vesting on December 31, 2019 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted common stock issued (in shares) | 15,890 | |
Number of restricted stock units | ||
Granted (in shares) | 15,890 | |
2017 Plan | Restricted stock units | Vested immediately upon grant | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted common stock issued (in shares) | 2,317 | |
Number of restricted stock units | ||
Granted (in shares) | 2,317 |
Leases (Details)
Leases (Details) $ in Thousands | Apr. 01, 2019USD ($)itemft² | Mar. 31, 2020USD ($) |
Operating Lease, Right-of-Use Asset | $ 12,221 | |
Operating Lease, Liability, Noncurrent | 22,741 | |
Lease for facilities in Billerica, Massachusetts | ||
Term of operating lease | 137 months | |
Square footage of office and laboratory space | ft² | 92,000 | |
Drawing capacity | $ 1,000 | |
Landlord Contribution Towards Tenant Improvements | $ 8,200 | |
Lease Agreement Number Of Options To Extend | item | 2 | |
Lease Agreement Lease Extension Term | 5 years | |
Deferred rent expense | 3,000 | |
Lease Obligation Incentive | 7,600 | |
Tristeyagen Umea Lease [Member] | ||
Operating Lease, Right-of-Use Asset | 100 | |
Operating Lease, Liability, Noncurrent | $ 100 |
Leases - lease costs recognized
Leases - lease costs recognized (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Lease Costs | |
Operating lease costs | $ 660 |
Total lease cost | 660 |
Operating cash flows used for operating leases | $ 407 |
Weighted average remaining lease term | 10 years 3 months 18 days |
Weighted average discount rate | 9.73% |
Leases - Future minimum commitm
Leases - Future minimum commitments (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases | |
Remainder 2020 | $ 1,696 |
2021 | 3,363 |
2022 | 3,435 |
2023 | 3,487 |
2024 | 3,557 |
2025 and thereafter | 22,203 |
Total lease payments | 37,741 |
Less: imputed interest | 14,695 |
Operating Lease, Liability | $ 23,046 |
Leases - Non-cancelable operati
Leases - Non-cancelable operating leases (Details) $ in Thousands | Mar. 31, 2020USD ($) |
Leases | |
2020 | $ 2,081 |
2021 | 3,322 |
2022 | 3,396 |
2023 | 3,480 |
2024 and Forward | 25,760 |
Total | $ 38,039 |
Commitments and contingencies -
Commitments and contingencies - License agreements and Lease commitments (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Other licenses | ||
License agreements | ||
Royalty expense | $ 0 | $ 100 |
Tufts | License agreements | ||
License agreements | ||
Royalty expense | $ 200 | $ 200 |
Commitments and contingencies_2
Commitments and contingencies - Development and supply agreement and Legal contingencies (Details) $ / shares in Units, $ in Millions | 3 Months Ended |
Mar. 31, 2020USD ($)$ / sharesshares | |
Commitments and contingencies | |
Amount payable to counterparty | $ 11.7 |
Period to purchase minimum number of commercial units | 7 years |
Fee payable on shortfall of commercial units purchase | $ 9.1 |
Issuance of supply warrants on termination of agreement, number (in shares) | shares | 93,341 |
Issuance of supply warrants on termination of agreement, value per share (in dollars per share) | $ / shares | $ 0.003214 |
Notes payable (Details)
Notes payable (Details) $ in Thousands | Mar. 02, 2020USD ($) | Apr. 15, 2019installment | Apr. 14, 2014 | Aug. 31, 2018USD ($) | Mar. 31, 2020USD ($) | Oct. 31, 2018USD ($) |
Long Term Debt | ||||||
End Of Term Fee | $ 50,000 | |||||
Loan principal payment installment | installment | 5 | |||||
Loan agreement | ||||||
Long Term Debt | ||||||
Additional amounts available to borrow | $ 0 | |||||
Loan agreement | Minimum | ||||||
Long Term Debt | ||||||
Interest rate (as a percent) | 8.00% | |||||
Amendment 5 to loan agreement | ||||||
Long Term Debt | ||||||
Term fee | $ 100 | $ 100 | ||||
Cost incurred upon execution | $ 50 | |||||
Amendment 6 to loan agreement | ||||||
Long Term Debt | ||||||
Certificate of deposit associated with the lease | $ 1,000 | |||||
Prime rate | Loan agreement | ||||||
Long Term Debt | ||||||
Margin on variable interest rate (as a percent) | (5.25%) |
Notes payable - Debt payment ob
Notes payable - Debt payment obligations (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Debt payment obligations due based on principal payments | ||
2021 | $ 7,688 | |
Debt payment obligations | 7,688 | |
Non-cash interest expense | $ 100 | $ 100 |
Collaboration and license arr_2
Collaboration and license arrangements (Details) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Collaboration and license arrangements | |||
Revenue | $ 15,727 | $ 12,337 | |
Deferred revenue | $ 1,700 | ||
Increase to deferred revenue | 671 | $ 45 | |
Joint development and license agreement | |||
Collaboration and license arrangements | |||
Deferred revenue | $ 100 |
Employee benefit plans (Details
Employee benefit plans (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | |
Employee benefit plans | ||
Contribution made to the 401 (k) Plan | $ 0.1 | $ 0.1 |
Business combinations (Details)
Business combinations (Details) - USD ($) $ in Thousands | Aug. 01, 2019 | Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | Jul. 01, 2019 |
Assets (liabilities) acquired: | |||||
Goodwill | $ 8,914 | $ 9,353 | |||
Revenue | 15,727 | $ 12,337 | |||
Net income | (11,610) | (9,405) | |||
Revenue (unaudited) | 12,908 | ||||
Pre-tax loss (unaudited) | (9,062) | ||||
UmanDiagnostics AB Acquisition | |||||
Fair value of consideration transferred: | |||||
Cash | $ 15,700 | ||||
Common stock shares consideration | 191,152 | ||||
Common stock | $ 5,500 | ||||
Capital stock shares outstanding, percent | 95.00% | 5.00% | |||
Cash and stock paid | $ 21,217 | ||||
Cash and cash equivalents acquired | 1,221 | ||||
Purchase price, net | 19,996 | ||||
Assets (liabilities) acquired: | |||||
Accounts receivable | 638 | ||||
Inventory | 1,680 | ||||
Prepaids and other current assets | 114 | ||||
Property and equipment | 33 | ||||
Intangibles | 13,450 | ||||
Goodwill | 8,111 | ||||
Accounts payable | (20) | ||||
Accrued expense and other current liabilities | (871) | ||||
Deferred tax liabilities | (3,139) | ||||
Total | $ 19,996 | ||||
Revenue | 400 | ||||
Net income | 100 | ||||
Transaction costs | $ 0 | $ 0 | $ 1,900 |
Goodwill and Acquired Intangi_3
Goodwill and Acquired Intangible Assets (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Rollforward of goodwill balance | |||
Balance as of beginning of period | $ 9,353 | ||
Cumulative translation adjustment | (439) | ||
Balance as of end of period | 8,914 | $ 9,353 | |
Purchased intangible assets | |||
Gross Carrying Value | 16,400 | 16,400 | |
Accumulated Amortization | (2,523) | (1,991) | |
Cumulative Translation Adjustment | (762) | (102) | |
Net Carrying Value | 13,115 | $ 14,307 | |
Amortization expense | 500 | $ 200 | |
Estimated amortization expense | |||
Remainder of 2020 | 1,578 | ||
2021 | 2,013 | ||
2022 | 1,930 | ||
2023 | 1,848 | ||
2024 | 1,733 | ||
Thereafter | 4,013 | ||
Estimated Amortization Expenses | 13,115 | ||
UmanDiagnostics AB Acquisition | |||
Rollforward of goodwill balance | |||
Goodwill acquired | $ 13,500 | ||
Purchased intangible assets | |||
Estimated Useful Life | 8 years 4 months 24 days | ||
Developed technology | |||
Purchased intangible assets | |||
Estimated Useful Life | 7 years | 7 years | |
Gross Carrying Value | $ 1,650 | $ 1,650 | |
Accumulated Amortization | (815) | (737) | |
Net Carrying Value | $ 835 | $ 913 | |
Weighted average life remaining | 4 years 10 months 2 days | 5 years 1 month 2 days | |
Customer relationships | |||
Purchased intangible assets | |||
Estimated Useful Life | 8 years 6 months | ||
Gross Carrying Value | $ 1,360 | $ 1,360 | |
Accumulated Amortization | (472) | (421) | |
Cumulative Translation Adjustment | (6) | (1) | |
Net Carrying Value | $ 882 | $ 938 | |
Weighted average life remaining | 7 years 9 months 29 days | 8 years 29 days | |
Customer relationships | UmanDiagnostics AB Acquisition | |||
Rollforward of goodwill balance | |||
Goodwill acquired | $ 100 | ||
Trade names | |||
Purchased intangible assets | |||
Estimated Useful Life | 3 years | 3 years | |
Gross Carrying Value | $ 50 | $ 50 | |
Accumulated Amortization | (36) | (32) | |
Net Carrying Value | $ 14 | $ 18 | |
Weighted average life remaining | 10 months 2 days | 1 year 1 month 2 days | |
Know How | |||
Purchased intangible assets | |||
Estimated Useful Life | 8 years 6 months | 8 years 6 months | |
Gross Carrying Value | $ 13,000 | $ 13,000 | |
Accumulated Amortization | (1,149) | (767) | |
Cumulative Translation Adjustment | (738) | (99) | |
Net Carrying Value | $ 11,113 | $ 12,134 | |
Weighted average life remaining | 7 years 9 months | 8 years | |
Know How | UmanDiagnostics AB Acquisition | |||
Rollforward of goodwill balance | |||
Goodwill acquired | $ 13,000 | ||
Noncompete Agreements | |||
Purchased intangible assets | |||
Estimated Useful Life | 5 years 6 months | 5 years 6 months | |
Gross Carrying Value | $ 340 | $ 340 | |
Accumulated Amortization | (51) | (34) | |
Cumulative Translation Adjustment | (18) | (2) | |
Net Carrying Value | $ 271 | $ 304 | |
Weighted average life remaining | 4 years 9 months | 5 years | |
Noncompete Agreements | UmanDiagnostics AB Acquisition | |||
Rollforward of goodwill balance | |||
Goodwill acquired | $ 400 | ||
Maximum | Customer relationships | |||
Purchased intangible assets | |||
Estimated Useful Life | 10 years | 10 years | |
Minimum | Customer relationships | |||
Purchased intangible assets | |||
Estimated Useful Life | 8 years 6 months | 8 years 6 months |
Related party transactions (Det
Related party transactions (Details) - USD ($) $ in Millions | 3 Months Ended | ||
Mar. 31, 2020 | Mar. 31, 2019 | Dec. 31, 2019 | |
Related party transactions | |||
Deferred revenue | $ 1.7 | ||
Joint development and license agreement | |||
Related party transactions | |||
Deferred revenue | $ 0.1 | ||
Tufts | License Agreement | |||
Related party transactions | |||
Royalty expense | 0.2 | $ 0.2 | |
Harvard University | |||
Related party transactions | |||
Related party revenue | $ 0.1 | $ 0.1 |
Accumulated other comprehensi_3
Accumulated other comprehensive loss (Details) $ in Thousands | 3 Months Ended |
Mar. 31, 2020USD ($) | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Current period accumulated other comprehensive loss | $ (1,047) |
Cumulative Translation Adjustment | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (153) |
Current period accumulated other comprehensive loss | (1,047) |
Ending Balance | (1,200) |
Accumulated other comprehensive loss [Member] | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | |
Beginning balance | (153) |
Current period accumulated other comprehensive loss | (1,047) |
Ending Balance | $ (1,200) |