Quanterix(US:QTRX)2025-05-12 21:09PART I — FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited) Quanterix reported a 5% revenue decrease and an 84% increased net loss, impacted by the Emission acquisition Consolidated Balance Sheet Highlights (in thousands) | Account | March 31, 2025 | December 31, 2024 | | :--- | :--- | :--- | | Cash and cash equivalents | $76,508 | $56,709 | | Marketable securities | $190,369 | $232,413 | | Goodwill | $6,574 | $0 | | Intangible assets, net | $16,520 | $4,031 | | Total assets | $396,512 | $406,533 | | Total current liabilities | $40,395 | $42,007 | | Total liabilities | $80,119 | $76,495 | | Total stockholders' equity | $316,393 | $330,038 | Consolidated Statement of Operations Highlights (in thousands) | Account | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Total revenues | $30,333 | $32,066 | | Gross profit | $16,415 | $18,548 | | Loss from operations | ($26,366) | ($15,157) | | Net loss | ($20,504) | ($11,163) | | Net loss per share, basic and diluted | ($0.53) | ($0.29) | Consolidated Statement of Cash Flows Highlights (in thousands) | Activity | Three Months Ended Mar 31, 2025 | Three Months Ended Mar 31, 2024 | | :--- | :--- | :--- | | Net cash used in operating activities | ($13,888) | ($20,164) | | Net cash provided by (used in) investing activities | $32,762 | ($109,195) | | Net cash provided by financing activities | $93 | $599 | - On January 8, 2025, the Company acquired Emission, Inc. for a total purchase consideration of $16.6 million, including $9.0 million in cash at closing, a $1.0 million holdback, and $6.6 million in contingent consideration, resulting in $6.6 million of goodwill and $12.7 million in intangible assets414247 - Subsequent to the quarter end, on May 12, 2025, the company announced a restructuring plan to reduce operating costs, expecting to incur approximately $1.5 million in severance costs in 2025116 - The company amended its merger agreement with Akoya Biosciences, Inc. on April 28, 2025, with new terms converting each Akoya share into 0.1461 Quanterix shares and $0.38 in cash, subject to an aggregate cap of 19.99% of Quanterix's outstanding shares and $20.0 million in cash consideration120121 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Q1 2025 revenue decreased 5% due to lower service revenue, with operating expenses and loss from operations significantly increasing Q1 2025 vs Q1 2024 Performance (in thousands) | Metric | Q1 2025 | Q1 2024 | Change (%) | | :--- | :--- | :--- | :--- | | Product revenue | $20,739 | $19,670 | 5% | | Service and other revenue | $8,763 | $11,967 | (27)% | | Total revenues | $30,333 | $32,066 | (5)% | | Gross profit | $16,415 | $18,548 | (11)% | | Total operating expenses | $42,781 | $33,705 | 27% | | Loss from operations | ($26,366) | ($15,157) | 74% | - The decrease in service revenue was primarily due to lower volumes of sample testing and assay development services, and the completion of a collaboration agreement with Eli Lilly in Q3 2024 that previously generated $1.5 million per quarter157 - Research and development expenses increased by 49% to $10.0 million, mainly due to a $1.9 million charge for contingent consideration from the Emission acquisition and increased headcount and project costs162 - Selling, general and administrative expenses rose 25% to $32.5 million, driven by a $3.6 million increase in due diligence costs for the Akoya acquisition and a $1.9 million charge for contingent consideration from the Emission acquisition163164 - On May 12, 2025, the company announced a restructuring plan to reduce operating expenses by approximately $15 million in 2025 and achieve annualized savings of $30 million, including headcount reductions expected by the end of Q2 2025142 Item 3. Quantitative and Qualitative Disclosures About Market Risk No material changes to market risk disclosures were reported compared to the prior annual report - There have been no material changes to the market risk disclosures from those described in the company's Annual Report on Form 10-K206 Item 4. Controls and Procedures Internal control over financial reporting was ineffective due to material weaknesses, with remediation efforts underway - Management concluded that internal control over financial reporting was not effective as of March 31, 2025, due to previously disclosed material weaknesses209 - The material weaknesses are related to the valuation of inventory (including excess and obsolescence reserves and capitalization of costs) and the accounting for Accelerator Revenue207 - Remediation efforts are underway and include hiring new personnel, implementing new software solutions for inventory valuation, designing new controls, and providing additional training, expected to continue through fiscal year 2025212213215 PART II — OTHER INFORMATION Item 1. Legal Proceedings The company is not currently party to any legal proceedings expected to materially affect its financial condition - The company is not currently party to any legal proceedings expected to have a material adverse effect on its financial condition or operations217 Item 1A. Risk Factors Updated risk factors highlight potential restructuring savings failure and significant risks from the Akoya merger - A new risk factor was added regarding the May 2025 cost reduction plan, stating there is no guarantee it will result in anticipated savings and may lead to loss of institutional knowledge or difficulty attracting and retaining personnel220222 - The risk factor concerning U.S. government policies was updated to state that reductions in federal research funding, particularly from the NIH, are currently adversely impacting the business and its 2025 financial outlook221223 - A comprehensive set of new risk factors related to the Akoya merger was added, including the risk that the merger may not be completed, failure to complete it could negatively impact the stock price, and the company has incurred substantial costs regardless of completion229230231 - The company notes that recent opposition to the Akoya merger by two stockholders will lead to significant expenses and may divert management's attention231 Item 2. Unregistered Sales of Equity Securities, Use of Proceeds, and Issuer Purchases of Equity Securities This item is reported as not applicable for the period - Not applicable251 Item 5. Other Information No directors or officers adopted or terminated Rule 10b5-1 trading plans during the quarter - No directors or officers adopted or terminated any Rule 10b5-1(c) trading plans or other non-Rule 10b5-1 trading arrangements during the quarter254 Item 6. Exhibits This section lists all exhibits filed with the Form 10-Q, including Akoya merger agreements and related securities purchase agreements - Key exhibits filed include the Agreement and Plan of Merger with Akoya Biosciences, Inc. dated January 9, 2025, and the Amended and Restated Agreement dated April 28, 2025256 - Also filed were the Securities Purchase Agreement with Akoya dated April 2, 2025, and its subsequent amendment, related to potential convertible note financing256