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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2022.

2023.

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

oTRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________to _________ .

Commission File Number 001-16537

ORASURE TECHNOLOGIES, INC.

INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

36-4370966

Delaware

36-4370966

(State or Other Jurisdiction of


Incorporation or Organization)

(IRS Employer Identification No.)

220 East First Street,, Bethlehem,, Pennsylvania

18015

(Address of Principal Executive Offices)

(Zip code)

Registrant’s telephone number, including area code: (610) (610) 882-1820

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading


Symbol(s)

Name of each exchange on which registered

Common Stock, $0.000001 par value per share

OSUR

The NASDAQ Stock Market LLC

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  Yesx    No  

o

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).    Yes  Yesx    No  

o

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

o

Accelerated filer

x

Non-accelerated filer

o

Smaller reporting company

o

Emerging growth company

o

If an emerging growth company, indicate by check mark if the Registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.    

o

Indicate by checkmark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).   Yes  o    No  x

As of August 5, 2022,1, 2023, the registrant had 72,619,05573,414,695 shares of common stock, $.000001$0.000001 par value per share, outstanding.


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FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains certain “forward-looking statements” within the meaning of the Federal securities laws. These may include statements about our expected revenues, earnings/losses per share, net income (loss), expenses, cash flow or other financial performance, or developments, clinical trial or development activities, expected regulatory filings and approvals, planned business transactions, views of future industry, competitive or market conditions, and other factors that could affect our future operations, results of operations or financial position. These statements often include words, such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “will,” “should,” “could,” or similar expressions.
Forward-looking statements are not guarantees of future performance or results. Known and unknown factors that could cause actual performance or results to be materially different from those expressed or implied in these statements include, but are not limited to:

Our ability to market and sell products, whether through our internal, direct sales force or third parties;

Our ability to fulfill our commitments under our contract with the U.S. government for InteliSwab® COVID-19 Rapid Tests;
Failure of distributors or other customers to meet purchase forecasts, historic purchase levels or minimum purchase requirements for our products;
Significant customer concentrations that exist or may develop in the future:
Our ability to manufacture products in accordance with applicable specifications, performance standards and quality requirements;
Our ability to obtain, and timing and cost of obtaining, necessary regulatory approvals for new products or new indications or applications for existing products; ability to comply with applicable regulatory requirements;
Our ability to effectively resolve warning letters, audit observations and other findings or comments from the U.S. Food and Drug Administration or other regulators;
The impact of the COVID-19 pandemic on our business, supply chain and workforce;
The impact of the U.S. government ending the COVID-19 related Public Health Emergency;
Changes in relationships, including disputes or disagreements, with strategic partners or other parties and reliance on strategic partners for the performance of critical activities under collaborative arrangements;
Our ability to meet increased demand for our products;
The impact of replacing distributors on our business;
Inventory levels at distributors and other customers;
Our ability to achieve our financial and strategic objectives and continue to increase our revenues, including the ability to expand international sales;
The impact of competitors, competing products and technology changes on our business;
Reduction or deferral of public funding available to customers;
Competition from new or better technology or lower cost products;
Our ability to develop, commercialize and market new products;
Market acceptance of oral fluid or urine testing, collection or other products;


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PART I. FINANCIAL INFORMATION

Market acceptance and uptake of microbiome informatics, microbial genetics technology and related analytics services;

Changes in market acceptance of products based on product performance or other factors, including changes in testing guidelines, algorithms or other recommendations by the Centers for Disease Control and Prevention or other agencies; ability to fund research and development and other products and operations;
Our ability to obtain and maintain new or existing product distribution channels;
Reliance on sole supply sources for critical products and components;
Availability of related products produced by third parties or products required for use of our products;
The impact of contracting with the U.S. government on our business;
The impact of negative economic conditions on our business;
Our ability to maintain sustained profitability;
Our ability to increase our gross margins;
The ability to utilize net operating loss carry forwards or other deferred tax assets;
Volatility of our stock price;
Uncertainty relating to patent protection and potential patent infringement claims;
Uncertainty and costs of litigation relating to patents and other intellectual property;
Availability of licenses to patents or other technology;
Ability to enter into international manufacturing agreements;
Obstacles to international marketing and manufacturing of products;
Our ability to sell products internationally, including the impact of changes in international funding sources and testing algorithms;
Adverse movements in foreign currency exchange rates;
Loss or impairment of sources of capital;
Our ability to attract and retain qualified personnel;
Our exposure to product liability and other types of litigation;
Changes in international, federal or state laws and regulations;
Customer consolidations and inventory practices;
Equipment failures and ability to obtain needed raw materials and components;
The impact of terrorist attacks and civil unrest; and
General political, business and economic conditions, including inflationary pressures and banking instability.
These and other factors that could affect our results are discussed more fully under the section titled “Risk Factors,” set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q, if any, in Part I, Item 1A of our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2023, and in other SEC filings.


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Although forward-looking statements help to provide information about future prospects, readers should keep in mind that forward-looking statements may not be reliable. Readers are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are made as of the date of this report and we undertake no duty to update these statements, unless we are required to do so by law. If we do update one or more forward-looking statements, no inference should be drawn that we will make updates with respect to other forward-looking statements or that we will make any further updates to those forward-looking statements at any future time.
Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of OraSure.


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Page
No.

34

45

56

67

78

1917

3123

3123

3124

3124

3225

3225

3225

3225

3326

3427



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Item 1.FINANCIAL STATEMENTS
3

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ORASURE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS

(Unaudited)

(in thousands, except per share amounts)
June 30, 2023December 31, 2022
ASSETS
Current Assets:
Cash and cash equivalents$185,936 $83,980 
Short-term investments— 26,867 
Accounts receivable, net of allowance of $1,908 and $2,36552,750 70,797 
Inventories73,284 95,704 
Prepaid expenses5,248 6,273 
Other current assets24,349 41,569 
Total current assets341,567 325,190 
Noncurrent Assets:
Property, plant and equipment, net of accumulated depreciation of $84,423 and $69,88149,282 59,413 
Operating right-of-use assets, net13,443 10,399 
Finance right-of-use assets, net803 1,293 
Intangible assets, net of accumulated amortization of $32,737 and $31,07710,665 11,694 
Goodwill35,606 35,104 
Deferred tax asset1,230 — 
Other noncurrent assets998 1,087 
Total noncurrent assets112,027 118,990 
TOTAL ASSETS$453,594 $444,180 
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities:
Accounts payable$17,753 $38,020 
Deferred revenue1,841 2,273 
Accrued expenses and other current liabilities23,811 25,762 
Finance lease liability1,080 1,179 
Operating lease liability1,895 1,764 
Acquisition-related contingent consideration obligation40 65 
Total current liabilities46,420 69,063 
Noncurrent Liabilities:
Finance lease liability436 503 
Operating lease liability12,013 9,101 
Acquisition-related contingent consideration obligation— 99 
Other noncurrent liabilities586 581 
Deferred income taxes— 408 
Total noncurrent liabilities13,035 10,692 
TOTAL LIABILITIES59,455 79,755 
Commitments and contingencies (Note 12)
STOCKHOLDERS' EQUITY
Preferred stock, par value $0.000001, 25,000 shares authorized, none issued— — 
Common stock, par value $0.000001, 120,000 shares authorized, 73,413 and 72,734 shares issued and outstanding— — 
Additional paid-in capital523,861 520,446 
Accumulated other comprehensive loss(14,559)(18,435)
Accumulated deficit(115,163)(137,586)
Total stockholders' equity394,139 364,425 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY$453,594 $444,180 

 

June 30, 2022

 

 

December 31, 2021

 

ASSETS

 

 

 

 

 

Current Assets:

 

 

 

 

 

Cash and cash equivalents

$

66,159

 

 

$

116,762

 

Short-term investments

 

29,625

 

 

 

36,279

 

Accounts receivable, net of allowance for doubtful accounts of $3,222 and $3,418

 

62,886

 

 

 

45,323

 

Inventories

 

71,304

 

 

 

53,138

 

Prepaid expenses

 

5,477

 

 

 

7,939

 

Other current assets

 

31,855

 

 

 

28,990

 

Total current assets

 

267,306

 

 

 

288,431

 

Noncurrent Assets:

 

 

 

 

 

Property, plant and equipment, net

 

93,697

 

 

 

88,164

 

Operating right-of-use assets, net

 

16,451

 

 

 

9,056

 

Finance right-of-use assets, net

 

1,887

 

 

 

2,493

 

Intangible assets, net

 

12,851

 

 

 

14,343

 

Goodwill

 

36,038

 

 

 

40,279

 

Long-term investments

 

 

 

 

17,009

 

Other noncurrent assets

 

1,024

 

 

 

1,215

 

Total noncurrent assets

 

161,948

 

 

 

172,559

 

TOTAL ASSETS

$

429,254

 

 

$

460,990

 

LIABILITIES AND STOCKHOLDERS' EQUITY

 

 

 

 

 

Current Liabilities:

 

 

 

 

 

Accounts payable

$

36,226

 

 

$

28,024

 

Deferred revenue

 

2,660

 

 

 

2,936

 

Accrued expenses and other current liabilities

 

23,165

 

 

 

33,778

 

Finance lease liabilities

 

1,182

 

 

 

939

 

Operating lease liabilities

 

2,054

 

 

 

2,181

 

Acquisition-related contingent consideration obligation

 

199

 

 

 

206

 

Total current liabilities

 

65,486

 

 

 

68,064

 

Noncurrent Liabilities:

 

 

 

 

 

Finance lease liabilities

 

1,445

 

 

 

1,952

 

Operating lease liabilities

 

14,978

 

 

 

7,202

 

Acquisition-related contingent consideration obligation

 

117

 

 

 

354

 

Other noncurrent liabilities

 

489

 

 

 

651

 

Deferred income taxes

 

2,547

 

 

 

2,234

 

Total noncurrent liabilities

 

19,576

 

 

 

12,393

 

TOTAL LIABILITIES

 

85,062

 

 

 

80,457

 

Commitments and contingencies (Note 12)

 

 

 

 

 

STOCKHOLDERS' EQUITY

 

 

 

 

 

Preferred stock, par value $.000001, 25,000 shares authorized, NaN issued

 

 

 

 

 

Common stock, par value $.000001, 120,000 shares authorized, 72,572 and 72,069 shares issued and outstanding

 

0

 

 

 

0

 

Additional paid-in capital

 

515,928

 

 

 

511,063

 

Accumulated other comprehensive loss

 

(12,514

)

 

 

(10,077

)

Accumulated deficit

 

(159,222

)

 

 

(120,453

)

Total stockholders' equity

 

344,192

 

 

 

380,533

 

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY

$

429,254

 

 

$

460,990

 

See accompanying notes to the consolidated financial statements.
4

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3


ORASURE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(in thousands, except per share amounts)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

NET REVENUES:

 

 

 

 

 

 

 

 

 

 

 

 

Products and services

 

$

79,167

 

 

$

55,741

 

 

$

144,403

 

 

$

112,320

 

Other

 

 

1,064

 

 

 

1,866

 

 

 

3,535

 

 

 

3,869

 

 

 

 

80,231

 

 

 

57,607

 

 

 

147,938

 

 

 

116,189

 

COST OF PRODUCTS AND SERVICES SOLD

 

 

52,647

 

 

 

26,934

 

 

 

96,082

 

 

 

47,190

 

Gross profit

 

 

27,584

 

 

 

30,673

 

 

 

51,856

 

 

 

68,999

 

OPERATING EXPENSES:

 

 

 

 

 

 

 

 

 

 

 

 

Research and development

 

 

9,068

 

 

 

7,682

 

 

 

17,481

 

 

 

16,674

 

Sales and marketing

 

 

11,684

 

 

 

10,420

 

 

 

24,401

 

 

 

19,950

 

General and administrative

 

 

17,579

 

 

 

10,993

 

 

 

36,735

 

 

 

21,181

 

Loss on impairment

 

 

10,542

 

 

 

 

 

 

10,542

 

 

 

 

Change in the estimated fair value of acquisition-related contingent consideration

 

 

 

 

 

(220

)

 

 

(36

)

 

 

(1,026

)

 

 

 

48,873

 

 

 

28,875

 

 

 

89,123

 

 

 

56,779

 

Operating income (loss)

 

 

(21,289

)

 

 

1,798

 

 

 

(37,267

)

 

 

12,220

 

OTHER INCOME

 

 

1,318

 

 

 

448

 

 

 

1,265

 

 

 

329

 

Income (loss) before income taxes

 

 

(19,971

)

 

 

2,246

 

 

 

(36,002

)

 

 

12,549

 

INCOME TAX EXPENSE (BENEFIT)

 

 

(1,169

)

 

 

3,610

 

 

 

2,767

 

 

 

10,139

 

NET INCOME (LOSS)

 

$

(18,802

)

 

$

(1,364

)

 

$

(38,769

)

 

$

2,410

 

INCOME (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

BASIC

 

$

(0.26

)

 

$

(0.02

)

 

$

(0.54

)

 

$

0.03

 

DILUTED

 

$

(0.26

)

 

$

(0.02

)

 

$

(0.54

)

 

$

0.03

 

SHARES USED IN COMPUTING INCOME (LOSS) PER SHARE:

 

 

 

 

 

 

 

 

 

 

 

 

BASIC

 

 

72,496

 

 

 

71,983

 

 

 

72,361

 

 

 

71,931

 

DILUTED

 

 

72,496

 

 

 

71,983

 

 

 

72,361

 

 

 

72,683

 

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
NET REVENUES:
Products and services$84,738 $79,167 $237,652 $144,403 
Other703 1,064 2,752 3,535 
85,441 80,231 240,404 147,938 
COST OF PRODUCTS AND SERVICES SOLD59,070 52,434 148,218 95,842 
Gross profit26,371 27,797 92,186 52,096 
OPERATING EXPENSES:
Research and development7,661 9,463 18,221 18,097 
Sales and marketing8,535 11,684 20,677 24,401 
General and administrative16,424 17,579 34,135 36,735 
Loss on impairments215 10,542 1,320 10,542 
Change in the estimated fair value of acquisition-related contingent consideration(35)— (59)(36)
32,800 49,268 74,294 89,739 
Operating income (loss)(6,429)(21,471)17,892 (37,643)
OTHER INCOME1,467 1,713 4,140 1,881 
Income (loss) before income taxes(4,962)(19,758)22,032 (35,762)
INCOME TAX (BENEFIT) EXPENSE(166)(1,169)(391)2,767 
NET INCOME (LOSS)$(4,796)$(18,589)$22,423 $(38,529)
INCOME (LOSS) PER SHARE:
BASIC$(0.07)$(0.26)$0.31 $(0.53)
DILUTED$(0.07)$(0.26)$0.30 $(0.53)
WEIGHTED-AVERAGE SHARES OUTSTANDING:
BASIC73,324 72,496 73,219 72,361 
DILUTED73,324 72,496 74,115 72,361 
See accompanying notes to the consolidated financial statements.
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4


ORASURE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

(in thousands)

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

NET INCOME (LOSS)

 

$

(18,802

)

 

$

(1,364

)

 

$

(38,769

)

 

$

2,410

 

OTHER COMPREHENSIVE INCOME (LOSS)

 

 

 

 

 

 

 

 

 

 

 

 

Currency translation adjustments

 

 

(4,349

)

 

 

1,403

 

 

 

(2,593

)

 

 

2,755

 

Unrealized gain (loss) on marketable securities

 

 

82

 

 

 

(122

)

 

 

156

 

 

 

(101

)

COMPREHENSIVE INCOME (LOSS)

 

$

(23,069

)

 

$

(83

)

 

$

(41,206

)

 

$

5,064

 

Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
NET INCOME (LOSS)$(4,796)$(18,589)$22,423 $(38,529)
OTHER COMPREHENSIVE INCOME
Currency translation adjustments2,859 (4,349)3,656 (2,593)
Unrealized gain on marketable securities— 82 220156 
COMPREHENSIVE INCOME (LOSS)$(1,937)$(22,856)$26,299 $(40,966)
See accompanying notes to the consolidated financial statements.
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5


ORASURE TECHNOLOGIES, INC. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(in thousands)

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

OPERATING ACTIVITIES:

 

 

 

 

 

 

Net income (loss)

 

$

(38,769

)

 

$

2,410

 

Adjustments to reconcile net income (loss) to net cash used in operating activities:

 

 

 

 

 

 

Stock-based compensation

 

 

6,804

 

 

 

2,937

 

Depreciation and amortization

 

 

7,464

 

 

 

5,144

 

Loss on impairment

 

 

10,542

 

 

 

 

Other non-cash amortization

 

 

313

 

 

 

380

 

Provision for doubtful accounts

 

 

(152

)

 

 

747

 

Inventory reserve

 

 

1,989

 

 

 

1,168

 

Unrealized foreign currency gain

 

 

(62

)

 

 

(364

)

Interest expense on finance leases

 

 

55

 

 

 

35

 

Deferred income taxes

 

 

361

 

 

 

(218

)

Loss on disposal of fixed assets

 

 

718

 

 

 

 

Change in the estimated fair value of acquisition-related contingent consideration

 

 

(36

)

 

 

(1,026

)

Payment of acquisition-related contingent consideration

 

 

 

 

 

(142

)

Changes in assets and liabilities

 

 

 

 

 

 

Accounts receivable

 

 

(18,646

)

 

 

3,680

 

Inventories

 

 

(20,385

)

 

 

(17,233

)

Prepaid expenses and other assets

 

 

(4,416

)

 

 

154

 

Accounts payable

 

 

11,942

 

 

 

4,400

 

Deferred revenue

 

 

(252

)

 

 

(630

)

Accrued expenses and other liabilities

 

 

(2,959

)

 

 

(4,914

)

Net cash used in operating activities

 

 

(45,489

)

 

 

(3,472

)

INVESTING ACTIVITIES:

 

 

 

 

 

 

Purchases of investments

 

 

 

 

 

(10,428

)

Proceeds from maturities and redemptions of investments

 

 

23,017

 

 

 

43,745

 

Purchases of property and equipment

 

 

(25,440

)

 

 

(22,929

)

Purchase of property and equipment under government contracts

 

 

(33,803

)

 

 

 

Proceeds from funding under government contract

 

 

33,962

 

 

 

 

Other investing activities

 

 

 

 

 

(18

)

Net cash (used in) provided by investing activities

 

 

(2,264

)

 

 

10,370

 

FINANCING ACTIVITIES:

 

 

 

 

 

 

Cash payments for lease liabilities

 

 

(392

)

 

 

(510

)

Proceeds from exercise of stock options

 

 

15

 

 

 

121

 

Payment of acquisition-related contingent consideration

 

 

(208

)

 

 

(264

)

Repurchase of common stock

 

 

(1,954

)

 

 

(1,877

)

Net cash used in financing activities

 

 

(2,539

)

 

 

(2,530

)

EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH

 

 

(311

)

 

 

(7,050

)

NET DECREASE IN CASH AND CASH EQUIVALENTS

 

 

(50,603

)

 

 

(2,682

)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD

 

 

116,762

 

 

 

160,802

 

CASH AND CASH EQUIVALENTS, END OF PERIOD

 

$

66,159

 

 

$

158,120

 

 

 

 

 

 

 

 

SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:

 

 

 

 

 

 

Cash paid for income taxes

 

$

9,107

 

 

$

10,329

 

Non-cash investing and financing activities

 

 

 

 

 

 

Accrued property and equipment purchases

 

 

1,900

 

 

 

896

 

Accrued property and equipment purchases under government contracts

 

 

2,023

 

 

 

 

Unrealized gain (loss) on marketable securities

 

 

156

 

 

 

(101

)

Six Months Ended June 30,
20232022
OPERATING ACTIVITIES:
Net income (loss)$22,423 $(38,529)
Adjustments to reconcile net income (loss) to net cash (used in) provided by operating activities:
Stock-based compensation5,012 6,804 
Depreciation and amortization14,011 7,464 
Loss on impairments1,320 10,542 
Other non-cash amortization313 
Provision for credit losses(478)(152)
Unrealized foreign currency gain (loss)106 (62)
Interest expense on finance leases28 55 
Deferred income taxes(1,815)361 
Loss on sale of fixed assets— 718 
Change in the estimated fair value of acquisition-related contingent consideration(59)(36)
Payment of acquisition-related contingent consideration(19)— 
Changes in assets and liabilities:
Accounts receivable18,652 (18,646)
Inventories22,556 (18,179)
Prepaid expenses and other assets5,495 (4,416)
Accounts payable(22,187)11,485 
Deferred revenue(450)(252)
Accrued expenses and other liabilities(1,326)(2,959)
Net cash provided by (used in) operating activities63,270 (45,489)
INVESTING ACTIVITIES:
Proceeds from maturities and redemptions of investments27,305 23,017 
Purchases of property and equipment(2,893)(25,440)
Purchase of property and equipment under government contracts(4,034)(33,803)
Proceeds from funding under government contract17,793 33,962 
Net cash provided by (used in) investing activities38,171 (2,264)
FINANCING ACTIVITIES:
Cash payments for lease liabilities(320)(392)
Proceeds from exercise of stock options66 15 
Payment of acquisition-related contingent consideration(46)(208)
Repurchase of common stock(1,663)(1,954)
Net cash used in financing activities(1,963)(2,539)
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH2,478 (311)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS101,956 (50,603)
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD83,980 116,762 
CASH AND CASH EQUIVALENTS, END OF PERIOD$185,936 $66,159 
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION:
Cash paid for income taxes$623 $9,107 
Non-cash investing and financing activities
Accrued property and equipment purchases$314 $1,900 
Accrued property and equipment purchases under government contracts$— $2,023 
Unrealized gain on marketable securities$— $156 

See accompanying notes to the consolidated financial statements.
7

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6


ORASURE TECHNOLOGIES, INC. AND SUBSIDIARIES

Notes to the Consolidated Financial Statements

(Unaudited)

(in thousands, except per share amounts, unless otherwise indicated)

1.Summary of Significant Accounting Policies

Principles of Consolidation and Basis of Presentation. The accompanying interim unaudited consolidated financial statements include the accounts of OraSure Technologies, Inc. (“OraSure”) and its wholly-owned subsidiaries, DNA Genotek Inc. (“DNAG”), Diversigen, Inc. (“Diversigen”), and Novosanis NV (“Novosanis”). All intercompany transactions and balances have been eliminated. References herein to “we,” “us,” “our,” or the “Company” mean OraSure and its consolidated subsidiaries, unless otherwise indicated. The unaudited financial statements, in the opinion of management, include all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of ourthe Company's financial position and results of operations for these interim periods. These financial statements should be read in conjunction with the financial statements and notes thereto included in ourthe Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2021.2022. Results of operations for the three and six months ended June 30, 20222023 are not necessarily indicative of the results of operations expected for the full year.

Summary of Significant Accounting Policies. There have been no changes to the Company's significant accounting policies described in ourits Annual Report on Form 10-K for the fiscal year ended December 31, 20212022 that have had a material impact on the consolidated financial statements and related notes except as discussed herein. See Note 11 for the discussion regarding the change in business segments.

Cash Equivalents & Investments. We considerThe Company considers all investments in debt securities to be available-for-sale securities. These securities consist of guaranteed investment certificates and corporate bonds purchased with maturities greater than ninety days. Available-for-sale securities are carried at fair value, based upon quoted market prices, with unrealized gains and losses, if any, reported in stockholders’ equity as a component of accumulated other comprehensive loss.

We record

The Company records an allowance for credit loss for ourits available-for-sale securities when a decline in investment market value is due to credit-related factors. When evaluating an investment for impairment, we reviewthe Company reviews factors such as the severity of the impairment, changes in underlying credit ratings, forecasted recovery, the Company’s intent to sell or the likelihood that it would be required to sell the investment before its anticipated recovery in market value and the probability that the scheduled cash payments will continue to be made. During the six months ended June 30, 2022, we recognized a provision for expected credit losses for our available-for-sale securities of $72.

The following is a summary of ourthe Company's available-for-sale securities as of June 30, 2022 and December 31, 2021:

 

 

Amortized
Cost

 

 

Gross
Unrealized
Gains

 

 

Gross
Unrealized
Losses

 

 

Fair Value

 

June 30, 2022

 

 

 

 

 

 

 

 

 

 

 

 

Guaranteed investment certificates

 

$

24,860

 

 

$

 

 

$

 

 

$

24,860

 

Corporate bonds

 

 

5,043

 

 

 

 

 

 

(278

)

 

 

4,765

 

Total available-for-sale securities

 

$

29,903

 

 

$

 

 

$

(278

)

 

$

29,625

 

December 31, 2021

 

 

 

 

 

 

 

 

 

 

 

 

Guaranteed investment certificates

 

$

33,249

 

 

$

 

 

$

 

 

$

33,249

 

Corporate bonds

 

 

20,473

 

 

 

 

 

 

(434

)

 

 

20,039

 

Total available-for-sale securities

 

$

53,722

 

 

$

 

 

$

(434

)

 

$

53,288

 

At June 30, 2022, maturities of our available-for-sale
   securities were as follows:

 

 

 

 

 

 

 

 

 

 

 

 

Less than one year

 

$

29,903

 

 

$

 

 

$

(278

)

 

$

29,625

 

Greater than one year

 

$

 

 

$

 

 

$

 

 

$

 

securities:
Amortized
Cost
Gross
Unrealized
Gains
Gross
Unrealized
Losses
Fair Value
December 31, 2022
Guaranteed investment certificates$22,109 $— $— $22,109 
Corporate bonds4,978 — (220)4,758 
Total$27,087 $— $(220)$26,867 

Fair Value of Financial Instruments. As of June 30, 20222023 and December 31, 2021,2022, the carrying values of cash and cash equivalents, accounts receivable, accounts payable, and accrued expenses approximate their respective fair values based on their short-term nature.

Fair value measurements of all financial assets and liabilities that are being measured and reported on a fair value basis are required to be classified and disclosed in one of the following three categories:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities;

7


Level 2: Quoted prices in markets that are not active, or inputs which are observable, either directly or indirectly, for substantially the full term of the asset or liability; and
8

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Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported by little or no market activity).

All of ourthe Company's available-for-sale debt securitiescorporate bonds are measured as Level 2 instruments as of June 30, 2022 and December 31, 2021. Ourthe Company's available-for-sale guaranteed investment certificates are measured as Level 1 instruments as of June 30, 2022 and December 31, 2021.

2022.

Included in cash and cash equivalents at June 30, 20222023 and December 31, 2021,2022, was$5,636 $6,928 and $1,160$1,730 invested in government money market funds. These money market funds have investments in government securities and are measured as Level 1 instruments.

We offer Included in cash and cash equivalents at June 30, 2023 was $22,642 of guaranteed investment certificates which are also measured as Level 1 instruments.

The Company offers a nonqualified deferred compensation plan for certain eligible employees and members of ourits Board of Directors. The assets of the plan are held in the name of the Company at a third-party financial institution. Separate accounts are maintained for each participant to reflect the amounts deferred by the participant and all earnings and losses on those deferred amounts. The assets of the plan are held in mutual funds and company stock. The fair value of the plan assets as of June 30, 20222023 and December 31, 20212022 was $1,576$644 and $1,763,$747, respectively, and was calculated using the quoted market prices of the assets as of those dates. All investments in the plan are classified as trading securities and measured as Level 1 instruments. The fair value of plan assets is included in both current assets and noncurrent assets with the same amount included in accrued expenses and other noncurrent liabilities in the accompanying consolidated balance sheets.

Property, Plant and Equipment. Property, plant and equipment are stated at cost. Additions or improvements are capitalized, while repairs and maintenance are charged to expense. Depreciation and amortization are provided using the straight-line method over the estimated useful lives of the related assets. Buildings are depreciated over twenty years, while computer equipment, machinery and equipment, and furniture and fixtures are depreciated over two to ten years. Building improvements are amortized over their estimated useful lives. When assets are sold, retired, or discarded, the related property amounts are relieved from the accounts, and any gain or loss is recorded in the consolidated statements of operations. Accumulated depreciation of property, plant and equipment as of June 30, 2022 and December 31, 2021 was $66,468 and $61,157, respectively.

Intangible Assets. Intangible assets consist of customer relationships, patents and product rights, acquired technology and tradenames. Patents and product rights consist of costs associated with the acquisition of patents, licenses, and product distribution rights. Intangible assets are amortized using the straight-line method over their estimated useful lives of five to fifteen years. Accumulated amortization of intangible assets as of June 30, 2022 and December 31, 2021 was $30,988 and $30,412, respectively. The decrease in intangible assets from $14,343 as of December 31, 2021 to $12,851 as of June 30, 2022 was due to $1,120 in amortization expense and foreign currency translation losses of $372.

Impairment of Long-Lived Assets. Long-lived assets, which include property and equipment and definite-lived intangible assets, are tested for recoverability whenever events or changes in business circumstances indicate that the carrying amount of the assets may not be fully recoverable. We assess the recoverability of our long-lived assets by determining whether the carrying value of such assets can be recovered through the sum of the undiscounted future cash flows generated from the use and eventual disposition of the asset. If indicators of impairment exist, we measure the amount of such impairment by comparing the carrying value of the assets to the fair value of these assets, which is generally determined based on the present value of the expected future cash flows associated with the use of the assets. Expected future cash flows reflect our assumptions about selling prices, volumes, costs and market conditions over a reasonable period of time.

During the three months ended June 30, 2022, management decided to move three idle manufacturing cells to storage due to changes in forecasted demand for the products the cells are intended to produce. As a result of this decision, we determined that the carrying values of the equipment is not recoverable and recorded an aggregate pre-tax asset impairment charge of $6,938 during the three months ended June 30, 2022 to write the assets down their estimated fair values. This charge is reported within loss on impairments in the consolidated statement of operations.

We estimated the fair value of the impaired long-lived assets using a market approach, which required us to estimate the value that would be received for the equipment in the principal or most advantageous market for that equipment in an orderly transaction between market participants. Due to the extremely specialized nature of the manufacturing equipment and various market data points, the estimated fair value was not significant. Our fair value estimates were representative of Level 3 measurements within the fair value hierarchy due to the significant level of estimation involved and the lack of transparency as to the inputs used.

Foreign Currency Translation. The assets and liabilities of our foreign operations are translated into U.S. dollars at current exchange rates as of the balance sheet date, and revenues and expenses are translated at average exchange rates for the period. Resulting translation adjustments are reflected in accumulated other comprehensive loss, which is a separate component of stockholders’ equity.

Transaction gains and losses resulting from exchange rate changes on transactions denominated in currencies other than a functional currency are included in our consolidated statements of operations in the period in which the change occurs. Net foreign exchange gains and (losses) resulting from

8


foreign currency transactions that are included in other income (loss) in ourthe Company's consolidated statements of operations were $783$(492) and $198$783 for the three months ended June 30, 20222023 and 2021,2022, respectively. Net foreign exchange gains and (losses) resulting from foreign currency transactions for the six months ended June 30, 2023 and 2022 were $$(542) and $54, respectively.

Accumulated Other Comprehensive Loss54. Changes in accumulated other comprehensive loss by component is listed below.
Foreign CurrencyMarketable SecuritiesTotal
Balance at December 31, 2022$(18,215)$(220)$(18,435)
Other comprehensive gain3,656 220 3,876 
Balance at June 30, 2023$(14,559)$— $(14,559)
Immaterial Correction of Errors. Inventories, accounts payable and $(379)cost of products and services were reduced by $528, $1,329 and $801, respectively, as of and for the year ended December 31, 2022 to correct for the accounting of a vendor rebate earned in 2022. The tax impact of the vendor rebate was negligible. This correction was deemed to be immaterial to the consolidated financial statements as of and for the year ended December 31, 2022. For the three and six months ended June 30, 2022, cost of products and services sold was reduced by $213 and $240, respectively. The respective operating activities on the consolidated statement of cash flows for the six months ended June 30, 2022 and 2021, respectively.

Accumulated Other Comprehensive Loss. We classify items of other comprehensive loss by their nature and disclose the accumulated balance of other comprehensive loss separately from accumulated deficit and additional paid-in capital in the stockholders’has also been adjusted. Furthermore, stockholder's equity section of our consolidated balance sheets.

We have defined the Canadian dollar as the functional currency of our Canadian subsidiary, DNAG, and we have defined the Euro as the functional currency of our Belgian subsidiary, Novosanis. The results of operations for those subsidiaries are translated into U.S. dollars, which is the reporting currency of the Company. Accumulated other comprehensive loss at June 30, 2022 consistedhas been adjusted to reflect the reduction in cost of $12,236 of currency translation adjustmentsproducts and $services sold.

278 of net unrealized losses on marketable securities, which represents the fair market value adjustment for our investment portfolio. Accumulated other comprehensive loss at December 31, 2021 consists of $9,643 of currency translation adjustments and $434 of net unrealized losses on marketable securities, which represents the fair market value adjustment for our investments portfolio.

Recent Accounting Pronouncements.

In March 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-04, Reference Rate Reform (Topic 848) Facilitation of the Effects of Reference Rate Reform on Financial ReportingReclassification. The purposeCertain prior period amounts have been reclassified to conform to current year presentations.For the three and six months ended June 30, 2022, $395 and $616 of this update isresearch and development expenses were reclassified to provide optional guidance for a limited timeother income in relation to ease the potential burden in accounting for (or recognizing the effects of) reference rate reform on financial reporting. The amendments provide optional expedients and exceptions for applying GAAP to contracts, hedging relationships, and other transactions affected by reference rate reform if certain criteria are met. The amendments in this ASU were effective upon issuance and could be applied prospectively through December 31, 2022. The FASB issued a proposed amendment to the ASU in April 2022 which, if approved, will extend the date for prospective application to December 31, 2024. Management has evaluated this ASU and concluded that it will not have a material impact on the Company's Consolidated Financial Statements.

2. Government Capital Contracts

In September 2021, we entered into an agreement for $109,000 in funding from the U.S. Department of Defense (the “DOD”), engineering consulting costs further described in Note 2. This reclassification was made to conform to the presentation in our Annual Report on Form 10-K for the year ended December 31, 2022.

Change in Accounting Estimate. During the three months ended June 30, 2023, the Company shortened the useful lives of machinery and equipment utilized for InteliSwab® production in Thailand. This reduction in useful lives resulted in $6,900 of accelerated depreciation during the three months ended June 30, 2023, recorded in cost of products and services sold.
2.    Government Capital Contracts
In September 2021, the Company entered into an agreement for $109,000 in funding from the DOD, in coordination with the Department of Health and Human Services, to build additional manufacturing capacity in the United States for ourits InteliSwab® COVID-19 Rapid Tests as part of the nation’s pandemic preparedness plan. Funding will be paid to the
9

Table of Contents
Company based on achievement of milestones through March 2024December 2023 for the design, acquisition, installation, qualification and acceptance of the manufacturing equipment, as set forth in the agreement. In accordance with the milestone payment schedule, 15%15% of the total will not be funded until the completion of the final equipment validation testing, which is scheduled to occur in late 2023 or early 2024. We2023. The Company began making payments to vendors for the capital project during the fourth quarter of 2021 and2021. The Company began receiving funds from the DOD in January 2022.

Additionally,2022 and has received $78,124, as of June 30, 2023. The remaining $30,876 is expected to be collected during 2021, we received $531 in funding from the Commonwealthremainder of Pennsylvania, acting through the Department of Community and Economic Development, for the purchase of machinery and equipment as part of an expansion of manufacturing operations in Pennsylvania. All related purchases were completed in 2021.

2023.

Activity for these capital contracts is accounted for pursuant to International Accounting StandardStandards ("IAS") 20, Accounting for Government Grants and Disclosure of Government Assistance.Assistance. Funding earnedreceived in relation to capital-related costs incurred for government contracts is recorded as a reduction to the cost of property, plant and equipment and reflected within investing activities in the consolidated statements of cash flows; and associated unpaid liabilities and government proceeds receivable are considered non-cash changes in such balances within the operating section of the consolidated statements of cash flows.
Amounts earned in excess of our expected cost offor the project forCompany's guaranteed profit which covers project management costs are recognized straight-line in other income over the term of the government contract. WeAny amount received in excess of the guaranteed profit discussed above will be recorded in other income at time of payment. The Company recognized $561 and $1,123$561 of such income, for the three and six months ended June 30, 2022, respectively, which is reported as other income (loss) in ourthe Company's consolidated statement of operations.

operations for both the three months ended June 30, 2023 and 2022. The Company recognize $1,123 of such income, for both the six months ended June 30, 2023 and 2022.

The DOD also reimburses the Company for certain engineering consulting costs. These expenses are reflected in research and development as incurred with the corresponding reimbursement presented in other income. For the three months ended June 30, 2023 and 2022, $537 and $395, respectively, were recorded in research and development and other income. For the six months ended June 30, 2023 and 2022, $1,588 and $616, respectively, were recorded in research and development and other income.

The balances corresponding to government contracts included in ourthe Company's consolidated balance sheet are as follows:

9


 

June 30, 2022

 

 

December 31, 2021

 

Other current assets:

 

 

 

 

 

Billed receivables

$

 

 

$

9,913

 

Unbilled receivables

 

15,748

 

 

 

9,716

 

Total other current assets

 

15,748

 

 

 

19,629

 

Property, plant and equipment, net:

 

 

 

 

 

Cost of assets, cumulative

 

47,321

 

 

 

11,495

 

Reduction for funding earned to date, not yet received

 

(12,828

)

 

 

(10,964

)

Reduction for funding received to date

 

(34,493

)

 

 

(531

)

Total property, plant and equipment, net

 

 

 

 

0

 

Accrued expenses and other current liabilities

 

(620

)

 

 

(8,103

)

June 30,
2023
December 31,
2022
Other current assets:
Billed receivables$— $— 
Unbilled receivables15,429 27,013 
Total other current assets15,429 27,013 
Accrued expenses and other current liabilities$(118)$(318)
The activity corresponding to the government contracts included in the Company's consolidated statements of cash flows is as follows:
June 30,
2023
December 31,
2022
Cost of assets, cumulative$87,057 $83,359 
Reduction for funding earned to date, not yet received(8,402)(22,497)
Reduction for funding received to date(78,655)(60,862)
Total property, plant and equipment, net$— $— 
10


Table of Contents

3.    Inventories

June 30,December 31,
20232022
Raw materials$29,647 $42,445 
Work in process1,885 2,335 
Finished goods41,752 50,924 
$73,284 $95,704 
4.    Property, Plant and Equipment, net
June 30,December 31,
20232022
Land$1,118 $1,118 
Buildings and improvements35,765 35,582 
Machinery and equipment65,204 60,725 
Computer equipment and software17,065 16,681 
Furniture and fixtures4,100 4,064 
Construction in progress10,453 11,124 
133,705 129,294 
Accumulated depreciation(84,423)(69,881)
$49,282 $59,413 
During the six months ended June 30, 2023, the Company determined several manufacturing lines will not be utilized due to changes in forecasted demand for the products the equipment is intended to produce. Additionally, the Company elected not to proceed with certain leasehold improvements to its research and development laboratories. As a result of these decisions, the Company determined that the carrying values of the equipment and leasehold improvements made to date are not recoverable and recorded an aggregate pre-tax asset impairment charge of $1,320 during the six months ended June 30, 2023. Due to the extremely specialized nature of the equipment and various market data points, the estimated fair value was zero. These charges are reported within loss on impairments in the consolidated statement of operations.
5.    Accrued Expenses and other current liabilities
June 30,December 31,
20232022
Payroll and related benefits$11,028 $14,103 
Professional fees7,038 4,685 
Sales tax payable1,321 1,519 
Other4,424 5,455 
$23,811 $25,762 
6.    Termination Benefits
During the first and second quarters of 2023, the Company executed a reduction in workforce. This was accounted for pursuant to Accounting Standards Codification ("ASC") 420, Exit or Disposal Cost ObligationsInventories.

 

 

June 30, 2022

 

 

December 31, 2021

 

Raw materials

 

$

37,292

 

 

$

33,168

 

Work in process

 

 

2,348

 

 

 

2,252

 

Finished goods

 

 

31,664

 

 

 

17,718

 

 

 

$

71,304

 

 

$

53,138

 

11


Table of Contents

The expense included in the Company's consolidated statements of operations are as follows:

Three Months Ended June 30, 2023Six months ended June 30, 2023
Cost of products and services sold$334 $369 
Research and development— 566 
Sales and marketing95 1,543 
General and administrative201 787 
Total$629 $3,264 
As of June 30, 2023 the Company had $1,591 accrued and had paid $1,674 related to the reduction in workforce.
7.    Revenues
4. EarningsRevenues by product line. The following table represents total net revenues by product line:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
COVID-19 (1)
$47,507 $43,378 $165,916 $74,411 
HIV15,964 10,357 29,868 18,523 
Molecular Products (2)
13,050 17,581 25,992 35,514 
HCV3,870 3,691 7,056 6,948 
Risk assessment testing2,358 2,630 4,986 5,191 
Molecular Services1,354 1,204 2,733 2,938 
Other product and service revenues635 326 1,101 878 
Net product and services revenues84,738 79,167 237,652 144,403 
Other non-product revenues (3)
703 1,064 2,752 3,535 
Net revenues$85,441 $80,231 $240,404 $147,938 
(1)Includes COVID-19 Diagnostics and COVID-19 Molecular Products.
(2)Includes Genomics and Microbiome and Novosanis Products.
(3)Other non-product and services revenues include funded research and development contracts, royalty income, and grant revenues.
Revenues by geographic area. The following table represents total net revenues by geographic area, based on the location of the customer:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
United States$73,871 $70,320 $218,890 $128,307 
Europe2,453 2,436 4,305 6,722 
Other regions9,117 7,475 17,209 12,909 
$85,441 $80,231 $240,404 $147,938 
Customer and Vendor Concentrations. At June 30, 2023, one non-commercial customer accounted for 47% of the Company's consolidated accounts receivable. The same non-commercial customer accounted for more than 57% of the Company's consolidated accounts receivable as of December 31, 2022. The same non-commercial customer also accounted for 56% of net consolidated revenues for both the three months ended June 30, 2023 and 2022, respectively. The same non-commercial customer also accounted for 70% and 39% of net consolidated revenues for the six months ended June 30, 2023 and 2022, respectively.
12

Table of Contents
The Company currently purchases certain products and critical components of its products from sole-supply vendors. If these vendors are unable or unwilling to supply the required components and products, the Company could be subject to increased costs and substantial delays in the delivery of its products to its customers. Third-party suppliers also manufacture certain products. The Company's inability to have a timely supply of any of these components and products could have a material adverse effect on its business, as well as its financial condition and results of operations.
Deferred Revenue. The Company records deferred revenue when funds are received prior to the recognition of the associated revenue. Deferred revenue as of June 30, 2023 and December 31, 2022 included customer prepayments of $1,285 and $1,533, respectively. Deferred revenue as of June 30, 2023 and December 31, 2022 also included $556 and $740, respectively, associated with a long-term contract that has variable pricing based on volume. The average price over the life of the contract was determined and revenue is recognized at that average price.
8.    Income Taxes
The components of income tax expense (benefits) are as follows:
Three Months Ended June 30,Six Months Ended June 30,
2023202220232022
State income tax expense (benefit)$1,481 $183 $1,257 $400 
Foreign income tax expense (benefit)(1,648)(1,352)(1,648)665 
Foreign withholding tax— — — 1,702 
$(166)$(1,169)$(391)$2,767 
Income taxes for the first six months of 2022 includes $1,702 of Canadian withholding tax on the repatriation of $65,000 of unremitted earnings from Canada to the United States. The increase in state tax expense in 2023 compared to 2022 is a result of the increase in projected income before taxes to be generated by the Company's U.S. operations. Conversely, the increase in foreign tax benefit in 2023 compared to 2022 is a result of the decrease in projected income before taxes expected to be generated by the Company's Canadian subsidiary.
Tax expense reflects taxes due to the taxing authorities and the tax effects of temporary differences between the basis of assets and liabilities recognized for financial reporting and tax purposes, and net operating loss and tax credit carryforwards. The significant components of the Company's total deferred tax asset as of June 30, 2023 relate to foreign net operating losses. The significant components of the Company's total deferred tax liability at December 31, 2022 relate to the tax effects of the basis difference between the intangible assets acquired in its acquisitions for financial reporting and for tax purposes along with basis differences arising from accelerated tax depreciation of fixed assets.
A valuation allowance is recorded to the extent it is more likely than not that some portion or all of the deferred tax assets will not be realized. A full valuation allowance was recorded on the Company’s U.S. deferred tax assets as of June 30, 2023 and December 31, 2022.
9.    Income (Loss) Per Share

Basic earningsincome (loss) per share is computed by dividing net income (loss) by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings (loss) per share is computed in a manner similar to basic earnings (loss) per share except that the weighted-average number of shares outstanding is increased to include incremental shares from the assumed vesting or exercise of dilutive securities, such as common stock options, unvested restricted stock or performance stock units, unless the impact is antidilutive. The number of incremental shares is calculated by assuming that outstanding stock options were exercised and unvested restricted shares and performance stock units were vested, and the proceeds from such exercises or vesting were used to acquire shares of common stock at the average market price during the reporting period. Basic and dilutive computations of net loss per share are the same in periods in which a net loss exists as the dilutive effects of excluded items would be anti-dilutive.

The computations of basic and diluted earnings (loss) per share are as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

$

(18,802

)

 

$

(1,364

)

 

$

(38,769

)

 

$

2,410

 

Weighted-average shares of common stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

72,496

 

 

 

71,983

 

 

 

72,361

 

 

 

71,931

 

Dilutive effect of stock options, restricted stock, and performance stock units

 

 

 

 

 

 

 

 

 

 

 

752

 

Diluted

 

 

72,496

 

 

 

71,983

 

 

 

72,361

 

 

 

72,683

 

Earnings (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.26

)

 

$

(0.02

)

 

$

(0.54

)

 

$

0.03

 

Diluted

 

$

(0.26

)

 

$

(0.02

)

 

$

(0.54

)

 

$

0.03

 

For the three months ended June 30, 2022, three2023 outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 966 shares were excluded from the computation of diluted loss per share. For the six months ended June 30, 20212023, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 2,030 shares were excluded from the computation of diluted earnings per share as their inclusion

13

Table of Contents
would have been anti-dilutive. For the three and six months ended June 30, 2022, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing 226, 603, and 381 shares, respectively, were excluded from the computation of diluted loss per share. For the six months ended June 30, 2021, outstanding common stock options, unvested restricted stock, and unvested performance stock units representing
10.    604Stockholders’ Equity
shares were excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive.

10


5. Revenues

Revenues by product line. The following table represents total net revenues by product line:

 

 

Three Months Ended June 30,

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

COVID-19 (1)

 

$

43,378

 

 

$

12,070

 

 

$

74,411

 

 

$

40,215

 

Genomics (1)

 

 

15,486

 

 

 

19,498

 

 

 

30,578

 

 

 

30,316

 

HIV

 

 

10,357

 

 

 

10,944

 

 

 

18,523

 

 

 

19,722

 

HCV

 

 

3,691

 

 

 

4,300

 

 

 

6,948

 

 

 

6,668

 

Substance abuse

 

 

2,630

 

 

 

2,629

 

 

 

5,191

 

 

 

4,591

 

Microbiome (1)

 

 

1,832

 

 

 

2,447

 

 

 

3,822

 

 

 

4,198

 

Laboratory services

 

 

1,204

 

 

 

3,114

 

 

 

2,938

 

 

 

5,611

 

Other product and service revenues

 

 

589

 

 

 

739

 

 

 

1,992

 

 

 

999

 

Net product and services revenues

 

 

79,167

 

 

 

55,741

 

 

 

144,403

 

 

 

112,320

 

Royalty income

 

 

642

 

 

 

875

 

 

 

1,326

 

 

 

2,136

 

Other non-product revenues

 

 

422

 

 

 

991

 

 

 

2,209

 

 

 

1,733

 

Other revenues

 

 

1,064

 

 

 

1,866

 

 

 

3,535

 

 

 

3,869

 

Net revenues

 

$

80,231

 

 

$

57,607

 

 

$

147,938

 

 

$

116,189

 

(1) 2021 COVID-19, Genomics and Microbiome revenues were reclassified to reflect the correct classificationReconciliation of the product line sales. The reclassification increased (decreased) the product line revenues for the three months ended June 30, 2021 by $490, $(84) and $(406), respectively. The reclassification increased (decreased) the product line revenues for the six months ended June 30, 2021 by $1,073, $(330) and $(743), respectively.

Revenues by geographic area. The following table represents total net revenues by geographic area, based on the location of the customer:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

United States

 

$

70,320

 

 

$

47,601

 

 

$

128,307

 

 

$

96,700

 

Europe

 

 

2,436

 

 

 

3,325

 

 

 

6,722

 

 

 

7,877

 

Other regions

 

 

7,475

 

 

 

6,681

 

 

 

12,909

 

 

 

11,612

 

 

 

$

80,231

 

 

$

57,607

 

 

$

147,938

 

 

$

116,189

 

Customer and Vendor Concentrations. At June 30, 2022, one non-commercial customer accounted for 48% of our accounts receivable and another commercial customer accounted for 10% of our accounts receivable. No customers accounted for more than 10% of our accounts receivable as of December 31, 2021. One non-commercial customer accounted for 56% and 39% of net consolidated revenueschanges in stockholder's equity for the three and six months ended June 30, 2023 and 2022. One customer accounted for

Common StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
SharesAmount
Balance at December 31, 202272,734$— $520,446 $(18,435)$(137,586)$364,425 
Common stock issued upon exercise of options12— 66 — — 66 
Vesting of restricted stock and performance stock units737— — — — — 
Purchase and retirement of common shares(229)— (1,203)— — (1,203)
Stock-based compensation— 2,655 — — 2,655 
Net income— — — 27,219 27,219 
Currency translation adjustments— — 797 — 797 
Unrealized gain on marketable securities— — 220 — 220 
Balance at March 31, 202373,254$— $521,964 $(17,418)$(110,367)$394,179 
Vesting of restricted stock and performance stock units241— — — — — 
Purchase and retirement of common shares(82)— (460)— — (460)
Stock-based compensation— 2,357 — — 2,357 
Net loss— — — (4,796)(4,796)
Currency translation adjustments— — 2,859 — 2,859 
Balance at June 30, 202373,413$— $523,861 $(14,559)$(115,163)$394,139 
14

%Table of net consolidated revenues forContents
Common StockAdditional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
SharesAmount
Balance at December 31, 202172,069$— $511,063 $(10,077)$(120,453)$380,533 
Common stock issued upon exercise of options2— 15 — — 15 
Vesting of restricted stock and performance stock units352— — — — — 
Purchase and retirement of common shares(116)— (1,049)— — (1,049)
Stock-based compensation— 3,524 — — 3,524 
Net loss— — — (19,940)(19,940)
Currency translation adjustments— — 1,756 — 1,756 
Unrealized gain on marketable securities— — 74 — 74 
Balance at March 31, 202272,307$— $513,553 $(8,247)$(140,393)$364,913 
Common stock issued upon exercise of options407— — — — — 
Vesting of restricted stock and performance stock units(142)— (905)— — (905)
Stock-based compensation— 3,280 — — 3,280 
Net loss— — — (18,589)(18,589)
Currency translation adjustments— — (4,349)— (4,349)
Unrealized gain on marketable securities— — 82 — 82 
Balance at June 30, 202272,572$— $515,928 $(12,514)$(158,982)$344,432 
11.    Business Segments
The Company is organized on the three months ended June 30, 2021. Another customer accounted for 10% and 14%, respectively,basis of net consolidated revenues for the three and six months ended June 30, 2021.

We currently purchase certain products and critical components of ourservices under a new organizational structure. All products from sole-supply vendors. If these vendors are unable or unwillingand services reside under the same reporting hierarchy. Historically there was separate management leading the Company's Diagnostics and Molecular Solutions businesses. In February 2023, the Company announced a corporate restructuring to supplycombine the required componentscommercial and products, we could be subject to increased costsinnovation teams across the Diagnostics and substantial delays in the delivery of our products to our customers. Third-party suppliers also manufacture certain products. Our inability to have a timely supply of any of these components and products could have a material adverse effect on our business, as well as our financial condition and results of operations.

Deferred Revenue. We record deferred revenue when funds are received prior to the recognition of the associated revenue. Deferred revenue as of June 30, 2022 and December 31, 2021 includes customer prepayments of $1,746 and $1,843, respectively. Deferred revenue as of June 30, 2022 and December 31, 2021 also includes $914 and $1,093, respectively, associated with a long-term contract that has variable pricing based on volume. The average price over the life of the contract was determined and revenue is recognized at that average price.

6.Goodwill

The following table represents the changes in goodwill byMolecular Solutions segments into one operating segment for the six months ended June 30, 2022:

11


 

 

June 30, 2022

 

 

 

Diagnostics

 

 

Molecular Solutions

 

Balance as of January 1

 

$

3,604

 

 

$

36,675

 

Impairment

 

 

(3,604

)

 

 

 

Change related to foreign currency translation

 

 

 

 

 

(637

)

Balance as of June 30

 

$

 

 

$

36,038

 

We perform an annual goodwill impairment assessment as of July 31 each year by comparing the estimated fair values of ourwith sales, marketing, product development and research teams covering all product lines and reporting units to their respective carrying values. A more frequent evaluationa Chief Product Officer. Resources are allocated and performance is performed if an event occurs or circumstances change between annual tests that could more likely than not reduce the fair value of a reporting unit below its carrying amount.

During the three months ended June 30, 2022, we determined that a triggering event occurred in relation to the depressed market price of the Company's common stock and corresponding significant decline in our market capitalization. As a result, we performed an interim goodwill impairment test and concluded that the carrying value of our Diagnostics reporting unit exceeded its estimated fair value and the goodwill balance for that segment was fully impaired. Thus, we recognized a pre-tax impairment charge of $3.6 million during the three months ended June 30, 2022, which is reported in loss on impairments in our condensed consolidated statement of operations.

We estimated fair values of both of our reporting units using a combined income-based approach and market-based approach. Our income approach utilized projected future cash flows that were discounted at a rate of 22% for the Diagnostic reporting unit and 20% for the Molecular Solutions reporting unit basedassessed on a weighted-average cost of capital analysis that reflected current market conditions. The market comparable approach primarily considered earnings, revenue and other multiples of comparable companies and applied those multiples to certain key drivers of the reporting units. This market approach utilized a revenue multiple weightedconsolidated basis by year for the Diagnostics reporting unit and both a revenue and EBITDA multiple for the Molecular Solutions reporting unit. We assigned a weight of 75% to the results of our income-based approach and 25% to the results from the market-based approach for estimation of the reporting units' fair value. Our fair value estimates utilize significant unobservable inputs and thus represent Level 3 fair value measurements.

7.Accrued Expenses and other current liabilities

 

 

 

 

 

 

June 30,
2022

 

 

December 31,
2021

 

Payroll and related benefits

 

$

11,636

 

 

$

15,570

 

Commitment to purchase under government contract

 

 

 

 

 

8,103

 

Deferred income for government contract

 

 

620

 

 

 

 

Professional fees

 

 

3,799

 

 

 

3,335

 

Sales tax payable

 

 

1,807

 

 

 

2,227

 

Other

 

 

5,303

 

 

 

4,543

 

 

 

$

23,165

 

 

$

33,778

 

8. Leases

We determine whether an arrangement is a lease at inception. We have operating and finance leases for corporate offices, warehouse space and equipment (including vehicles). As of June 30, 2022, we are the lessee in all agreements. Our leases have remaining lease terms of 1 to 11 years, some of which include options to extend the leases based on agreed upon terms, and some of which include options to terminate the leases within 1 year.

As most of our leases do not provide an implicit rate, we use our incremental borrowing rate based on the information available at the lease commencement date in determining the present value of lease payments.

We have lease agreements that contain both lease and non-lease components (e.g., common-area maintenance). For these agreements, we account for lease components separate from non-lease components.

12


The components of lease expense are as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Operating lease cost

 

$

811

 

 

$

499

 

 

$

1,510

 

 

$

919

 

Variable and short-term lease cost

 

 

152

 

 

 

 

 

 

227

 

 

 

 

Finance lease cost:

 

 

 

 

 

 

 

 

 

 

 

 

    Amortization of right-of use assets

 

 

306

 

 

 

212

 

 

 

691

 

 

 

339

 

    Interest on lease liabilities

 

 

23

 

 

 

21

 

 

 

55

 

 

 

35

 

Total finance lease cost

 

 

329

 

 

 

233

 

 

 

746

 

 

 

374

 

Total lease cost

 

$

1,292

 

 

$

732

 

 

$

2,483

 

 

$

1,293

 

Supplemental cash flow information related to leases is as follows:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

Operating cash flows from operating leases

 

$

1,027

 

 

$

416

 

 

$

2,213

 

 

$

824

 

Operating cash flows from financing leases

 

 

23

 

 

 

21

 

 

 

55

 

 

 

35

 

Financing cash flows from financing leases

 

 

239

 

 

 

228

 

 

 

392

 

 

 

510

 

Non-cash activity:

 

 

 

 

 

 

 

 

 

 

 

 

Right-of-use assets obtained in exchange for operating lease obligations

 

 

5,131

 

 

 

7,205

 

 

 

8,797

 

 

 

7,834

 

Right-of-use assets obtained in exchange for finance lease obligations

 

 

-

 

 

 

 

 

 

117

 

 

 

 

Supplemental balance sheet information related to leases is as follows:

 

 

 

 

 

 

June 30, 2022

 

 

December 31, 2021

 

Operating Leases

 

 

 

 

 

 

Right-of-use assets

 

$

16,451

 

 

$

9,056

 

Lease liabilities:

 

 

 

 

 

 

Current lease liabilities

 

 

2,054

 

 

 

2,181

 

Non-current lease liabilities

 

 

14,978

 

 

 

7,202

 

Total operating lease liabilities

 

$

17,032

 

 

$

9,383

 

Finance Leases

 

 

 

 

 

 

Right-of-use assets

 

$

1,887

 

 

$

2,493

 

Lease liabilities:

 

 

 

 

 

 

Current lease liabilities

 

 

1,182

 

 

 

939

 

Non-current lease liabilities

 

 

1,445

 

 

 

1,952

 

Total finance lease liabilities

 

$

2,627

 

 

$

2,891

 

Weighted Average Remaining Lease Term

 

 

 

 

 

 

Weighted-average remaining lease term—operating leases

 

7.73 years

 

 

5.26 years

 

Weighted-average remaining lease term—finance leases

 

1.82 years

 

 

2.21 years

 

 

 

 

 

 

 

 

Weighted Average Discount Rate

 

 

 

 

 

 

Weighted-average discount rate—operating leases

 

 

4.27

%

 

 

3.90

%

Weighted-average discount rate—finance leases

 

 

3.52

%

 

 

3.57

%

13


As of June 30, 2022, minimum lease payments by period are expected to be as follows:

 

 

Finance

 

 

Operating

 

2022 (excluding the six months ended June 30, 2022)

 

$

710

 

 

$

1,496

 

2023

 

 

1,283

 

 

 

1,879

 

2024

 

 

740

 

 

 

2,969

 

2025

 

 

19

 

 

 

2,619

 

2026

 

 

11

 

 

 

2,422

 

Thereafter

 

 

 

 

 

9,021

 

Total minimum lease payments

 

 

2,763

 

 

 

20,406

 

Less: imputed interest

 

 

(136

)

 

 

(3,374

)

Present value of lease liabilities

 

$

2,627

 

 

$

17,032

 

9.Stockholders’ Equity

Reconciliation of the changes in stockholders' equity for the three and six months ended June 30, 2022 and 2021

 

 

 

Common Stock

 

 

Additional
Paid-in

 

 

Accumulated
Other
Comprehensive

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Loss

 

 

Deficit

 

 

Total

 

Balance at December 31, 2021

 

 

72,069

 

 

$

 

 

$

511,063

 

 

$

(10,077

)

 

$

(120,453

)

 

$

380,533

 

Common stock issued upon exercise of options

 

 

2

 

 

 

 

 

 

15

 

 

 

 

 

 

 

 

 

15

 

Vesting of restricted stock and performance stock units

 

 

352

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase and retirement of common shares

 

 

(116

)

 

 

 

 

 

(1,049

)

 

 

 

 

 

 

 

 

(1,049

)

Stock-based compensation

 

 

 

 

 

 

 

 

3,524

 

 

 

 

 

 

 

 

 

3,524

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(19,967

)

 

 

(19,967

)

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

1,756

 

 

 

 

 

 

1,756

 

Unrealized gain on marketable securities

 

 

 

 

 

 

 

 

 

 

 

74

 

 

 

 

 

 

74

 

Balance at March 31, 2022

 

 

72,307

 

 

$

 

 

$

513,553

 

 

$

(8,247

)

 

$

(140,420

)

 

$

364,886

 

Vesting of restricted stock and performance stock units

 

 

407

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase and retirement of common shares

 

 

(142

)

 

 

 

 

 

(905

)

 

 

 

 

 

 

 

 

(905

)

Stock-based compensation

 

 

 

 

 

 

 

 

3,280

 

 

 

 

 

 

 

 

 

3,280

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(18,802

)

 

 

(18,802

)

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

(4,349

)

 

 

 

 

 

(4,349

)

Unrealized gain on marketable securities

 

 

 

 

 

 

 

 

 

 

 

82

 

 

 

 

 

 

82

 

Balance at June 30, 2022

 

 

72,572

 

 

$

 

 

$

515,928

 

 

$

(12,514

)

 

$

(159,222

)

 

$

344,192

 

14


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Additional
Paid-in

 

 

Accumulated
Other
Comprehensive

 

 

Accumulated

 

 

 

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Loss

 

 

Deficit

 

 

Total

 

Balance at December 31, 2020

 

 

71,738

 

 

$

 

 

$

505,123

 

 

$

(9,097

)

 

$

(97,455

)

 

$

398,571

 

Common stock issued upon exercise of options

 

 

11

 

 

 

 

 

 

92

 

 

 

 

 

 

 

 

 

92

 

Vesting of restricted stock and performance stock units

 

 

318

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase and retirement of common shares

 

 

(111

)

 

 

 

 

 

(1,730

)

 

 

 

 

 

 

 

 

(1,730

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,464

 

 

 

 

 

 

 

 

 

1,464

 

Net income

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,774

 

 

 

3,774

 

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

1,352

 

 

 

 

 

 

1,352

 

Unrealized gain on marketable securities

 

 

 

 

 

 

 

 

 

 

 

21

 

 

 

 

 

 

21

 

Balance at March 31, 2021

 

 

71,956

 

 

$

 

 

$

504,949

 

 

$

(7,724

)

 

$

(93,681

)

 

$

403,544

 

Common stock issued upon exercise of options

 

 

3

 

 

 

 

 

 

29

 

 

 

 

 

 

 

 

 

29

 

Vesting of restricted stock and performance stock units

 

 

64

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Purchase and retirement of common shares

 

 

(15

)

 

 

 

 

 

(147

)

 

 

 

 

 

 

 

 

(147

)

Stock-based compensation

 

 

 

 

 

 

 

 

1,473

 

 

 

 

 

 

 

 

 

1,473

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(1,364

)

 

 

(1,364

)

Currency translation adjustments

 

 

 

 

 

 

 

 

 

 

 

1,403

 

 

 

 

 

 

1,403

 

Unrealized loss on marketable securities

 

 

 

��

 

 

 

 

 

 

 

(122

)

 

 

 

 

 

(122

)

Balance at June 30, 2021

 

 

72,008

 

 

$

 

 

$

506,304

 

 

$

(6,443

)

 

$

(95,045

)

 

$

404,816

 

Stock-Based Awards

We grant stock-based awards under the OraSure Technologies, Inc. Stock Award Plan, as amended (the “Stock Plan”). The Stock Plan permits stock-based awards to employees, outside directors and consultants or other third-party advisors. Awards which may be granted under the Stock Plan include qualified incentive stock options, nonqualified stock options, stock appreciation rights, restricted awards, performance awards and other stock-based awards. We account for stock-based compensation to employees and directors using the fair value method. We recognize compensation expense for stock option and restricted stock awards issued to employees and directors on a straight-line basis over the requisite service period of the award. We recognize compensation expense related to performance-based restricted stock units based on assumptions as to what percentage of each performance target will be achieved. We evaluate these target assumptions on a quarterly basis and adjust compensation expense related to these awards, as appropriate. To satisfy the exercise of options, issuance of restricted stock, or redemption of performance-based restricted stock units, we issue new shares rather than shares purchased on the open market.

Total compensation expense related to stock options for the six months ended June 30, 2022 and 2021 was $879and $521, respectively.

The following table summarizes the stock option activity for the six months ended June 30, 2022:

Options

Outstanding on January 1, 2022

1,410

Granted

589

Exercised

(2

)

Expired

(20

)

Forfeited

(173

)

Outstanding on June 30, 2022

1,804

Compensation expense of $5,071and $2,066 related to restricted shares was recognized during the six months ended June 30, 2022 and 2021, respectively.

The following table summarizes time-vested restricted stock award and restricted stock unit activity for the six months ended June 30, 2022:

15


Units

Issued and unvested, January 1, 2022

701

Granted

2,782

Vested

(571

)

Forfeited

(249

)

Issued and unvested, June 30, 2022

2,663

We grant performance-based restricted stock units (“PSUs”) to certain executives. Vesting of these PSUs is dependent upon achievement of certain performance-based metrics during a one-year or three-year period from the date of grant. Assuming achievement of each performance-based metric, the executive must also generally remain employed for three years from the grant date. If the one-year target is achieved, the PSUs will then vest three years from grant date. If the three-year target is achieved, the corresponding PSUs will then vest three years from grant date. PSUs are converted into shares of our common stock once vested.

Compensation expense of $854 and $350 related to PSUs was recognized during the six months ended June 30, 2022 and 2021, respectively.

The following table summarizes the PSU activity for the six months ended June 30, 2022:

Units

Issued and unvested, January 1, 2022

622

Granted (1)

532

Performance adjustment (2)

36

Vested

(188

)

Forfeited

(171

)

Issued and unvested, June 30, 2022

831

(1) Grant activity for all PSUs disclosed at target

(2) Reflects the performance adjustment based on actual performance measured at the end of the performance period

Stock Repurchase Program

On August 5, 2008, our Board of Directors approved a share repurchase program pursuant to which we are permitted to acquire up to $25,000 of our outstanding common shares. NaN shares were purchased and retired during the six months ended June 30, 2022 and 2021.

10.Transition costs

On December 31, 2021, the Company's Board of Directors approved the termination of Stephen S. Tang, the Company’s former President and Chief Executive Officer, without cause under his existing employment agreement withwhom we have determined to be our Chief Operating Decision Maker ("CODM"). The CODM reviews the business based on individual product success. Therefore, our historical reportable segments, Diagnostics and Molecular Solutions are now considered one reportable segment and there will no longer be a distinction between Diagnostics and Molecular Solutions, only the Company with such termination effective as of March 31, 2022. On January 2, 2022, Dr. Tang and the Company entered into a transition agreement ("Transition Agreement") providing for the terms of the cessation of Dr. Tang’s employment with the Company, including the cessation of his service as President and Chief Executive Officer of the Company and as a member of the Board. Dr. Tang’s service to the Company in all capacities ended on March 31, 2022.

Pursuant to the Transition Agreement, Dr. Tang received severance of $1,569, which was accrued in the consolidated financial statements at December 31, 2021 and paid in April 2022. Additionally, in accordance with his Transition Agreement, certain of his unvested time-vesting restricted stock awards and unvested PSUs that were outstanding at March 31, 2022 vested on April 8, 2022. His remaining unvested time-vesting restricted stock awards and PSUs were forfeited on March 31, 2022. These payments, rights and benefits are substantially similar to the severance benefits contemplated by his previous employment agreement in respect to a termination without cause thereunder. In aggregate, we recognized a net $128 and $1,508 of expense in relation to Dr. Tang's stock compensation during the three and six months ended June 30, 2022, respectively.

On April 1, 2022 the Company's Board of Directors appointed Nancy J. Gagliano, M.D., M.B.A., to serve as the Company’s Interim Chief Executive Officer. In connection therewith, the Company and Dr. Gagliano entered into an employment agreement, dated as of March 21, 2022 (the “Employment Agreement”). Pursuant to the Employment Agreement, on April 1, 2022, Dr. Gagliano began receiving a monthly base salary of $56 per month and was also granted a one-time award of fully vested shares of the Company’s common stock with a grant date fair value of $100. Additionally, she was granted a one-time restricted stock unit award with a grant date fair value of $670 scheduled to vest in twelve equal monthly installments starting in April through her employment term, of which $168 vested during the three months ended June 30, 2022 and the remainder was forfeited when her employment ceased in June 2022.

16


On May 20, 2022, the Company entered into an employment agreement with Carrie Eglinton Manner, and in connection therewith, the Company's Board of Directors appointed Ms. Eglinton Manner as the Company’s President and Chief Executive Officer, effective June 4, 2022 (the “Effective Date”). Pursuant to the Employment Agreement, Ms. Eglinton Manner’s initial annual base salary is $700 and she will participate in the Company’s annual incentive plan with a target annual incentive amount of at least 100% of her annual base salary. Additionally, she received inducement grants comprised of (i) a restricted stock unit award with a grant date fair value of $4,000, which vests on the second anniversary of the Effective Date (ii) a restricted stock award with a grant date fair value of $1,600, which vests annually starting on the first anniversary of the Effective Date and (iii) a PSU award with a grant date fair value of $1,600, which will be subject to the same vesting and performance conditions as are applicable to the 2022 performance-based restricted stock unit awards granted to the Company’s other executive officers.

11.Income Taxes

During the three and six months ended June 30, 2022, we recorded an income tax expense (benefit) of $(1,169) and $2,767, respectively. Tax expense for 2022 includes $1,702 of withholding tax due on the repatriation of $65,000 of unremitted earnings from Canada to the United States. The remaining tax expense for the first half of 2022 is comprised of U.S. state income taxes of $400 and foreign taxes of $665. During the three and six months ended June 30, 2021, we recorded income tax expense of $3,610 and $10,139, which primarily consists of foreign tax expense.

Tax expense reflects taxes due to the taxing authorities and the tax effects of temporary differences between the basis of assets and liabilities recognized for financial reporting and tax purposes, and net operating loss and tax credit carryforwards. The significant components of our total deferred tax liability as of June 30, 2022 and December 31, 2021 relate to the tax effects of the basis difference between the intangible assets acquired in our acquisitions for financial reporting and for tax purposes along with basis differences arising from accelerated tax depreciation of fixed assets.

In 2008, we established a full valuation allowance against our U.S. deferred tax asset. Management believes the full valuation allowance is still appropriate at both June 30, 2022 and December 31, 2021 since the facts and circumstances necessitating the allowance have not changed.

holistically.

12.    Commitments and Contingencies

Litigation

From time to time, we arethe Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, the outcomes of such actions, either individually or in the aggregate, are not expected to have a material adverse effect on ourthe Company's future financial position or results of operations.

In MarchJune 2021, wethe Company filed a complaint against Spectrum Solutions, LLC ("Spectrum") in the United States District Court for the Southern District of California alleging that certain saliva collection devices manufactured and sold by Spectrum infringe a patent held by DNAG. Spectrum has filed an answer to the initial complaint, asserting that its device does not infringe ourthe Company's patent and that ourthe Company's patent is invalid. In August 2021, wethe Company amended ourits complaint to add a second patent to this litigation. Spectrum responded to ourthe Company's amended complaint and asserted counterclaims for inequitable conduct and antitrust violations with respect to one of the patents in the litigation. DNAGlitigation and subsequently filed a motion to dismiss Spectrum’s counterclaims in October 2021,request for review of the second patent at the Patent and Trademark Office ("PTO"), which was deniedgranted by the PTO. The District Court on March 30, 2022. The finalissued multiple pretrial conference is setorders, resolving the infringement, antitrust, and inequitable
15

Table of Contents
conduct claims without trial. First, the District Court granted Spectrum’s motion for September 7, 2023.

13.Business Segment Information

Our business consistssummary judgment of 2 segments: our “Diagnostics” business, which primarily consists of the development, manufacture,noninfringement, holding that Spectrum’s saliva collection devices are not “kits for collecting and sale of rapid diagnostic tests used to determine if a person has a variety of infectious diseases including, HIV, HCV, and COVID-19. The Diagnostic business also manufactures and sells oral fluid substance abuse testing products. Our “Molecular Solutions” business is operated by our wholly-owned subsidiaries DNAG, Diversigen, and Novosanis. This segment of the business consists of the development, manufacture, and sale of kits that are used to collect, stabilize, transport and storepreserving a biological sample,” among other rulings. The Company has appealed the grant of genetic material for molecular testing. In addition, our Molecular Solutions business provides microbiome laboratory services.

We organized our operating segments accordingsummary judgment to the natureCourt of Appeal on June 8, 2023. Second, the products included in those segments. The accounting policiesDistrict Court denied Spectrum’s motion to amend its allegations of alleged antitrust violations, finding that if such an amendment were allowed, Spectrum’s claims would not survive a motion for summary judgment. Spectrum thereafter withdrew its antitrust and inequitable conduct counterclaims. Spectrum did not appeal the segments are the same as those describedDistrict Court's denial of its motion to amend. Both parties have filed motions seeking sanctions in the summaryDistrict Court. An inter partes review is currently pending before the PTO regarding the second asserted patent.


16

Table of significant accounting policies (see Note 1). We evaluate performance of our operating segments based on revenue and operating income. We do not allocate interest income, interest expense, other income, other expenses or income taxes to our operating segments. Reportable segments have no inter-segment revenues and inter-segment expenses have been eliminated.Contents

17


The following table summarizes operating segment information for the three and six months ended June 30, 2022 and 2021, and asset information as of June 30, 2022 and December 31, 2021:

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

 

2022

 

 

2021

 

 

2022

 

 

2021

 

Net revenues:

 

 

 

 

 

 

 

 

 

 

 

 

Diagnostics

 

$

60,455

 

 

$

19,311

 

 

$

98,765

 

 

$

33,857

 

Molecular Solutions

 

 

19,776

 

 

 

38,296

 

 

 

49,173

 

 

 

82,332

 

Total

 

$

80,231

 

 

$

57,607

 

 

$

147,938

 

 

$

116,189

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

 

 

 

Diagnostics

 

$

(11,776

)

 

$

(11,850

)

 

$

(31,563

)

 

$

(23,967

)

Molecular Solutions

 

 

(9,513

)

 

 

13,648

 

 

 

(5,704

)

 

 

36,187

 

Total

 

$

(21,289

)

 

$

1,798

 

 

$

(37,267

)

 

$

12,220

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

 

 

 

Diagnostics

 

$

1,903

 

 

$

939

 

 

$

3,630

 

 

$

1,829

 

Molecular Solutions

 

 

1,879

 

 

 

1,716

 

 

 

3,834

 

 

 

3,315

 

Total

 

$

3,782

 

 

$

2,655

 

 

$

7,464

 

 

$

5,144

 

Loss on impairment:

 

 

 

 

 

 

 

 

 

 

 

 

Diagnostics

 

$

8,517

 

 

$

 

 

$

8,517

 

 

$

 

Molecular Solutions

 

 

2,025

 

 

 

 

 

 

2,025

 

 

 

 

Total

 

$

10,542

 

 

$

 

 

$

10,542

 

 

$

 

Capital expenditures:

 

 

 

 

 

 

 

 

 

 

 

 

Diagnostics(1)

 

$

4,302

 

 

$

8,513

 

 

$

23,434

 

 

$

16,150

 

Molecular Solutions

 

 

919

 

 

 

3,355

 

 

 

2,006

 

 

 

6,779

 

Total

 

$

5,221

 

 

$

11,868

 

 

$

25,440

 

 

$

22,929

 

(1)Excludes $5,615 and $33,803 for purchases of property and equipment under government contracts for the three and six months ended June 30, 2022, respectively.

 

 

June 30,
2022

 

 

December 31,
2021

 

Total assets:

 

 

 

 

 

 

Diagnostics

 

$

249,123

 

 

$

209,674

 

Molecular Solutions

 

 

180,131

 

 

 

251,316

 

Total

 

$

429,254

 

 

$

460,990

 

18


Item 2.    MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Statements below regarding future events or performance are “forward-looking statements” within the meaning

The following discussion and analysis of the Federal securities laws. These may include statements about our expected revenues, earnings, losses, expenses, or other financial performance, future product performance or development, expected regulatory filingscondition and approvals, planned business transactions, expected manufacturing performance, views of future industry, competitive or market conditions, and other factors that could affect our future operations, results of operations orshould be read in conjunction with (i) our unaudited condensed consolidated financial position. These statements often include words such as “believes,” “expects,” “anticipates,” “intends,” “plans,” “estimates,” “may,” “will,” “should,” “could,” or similar expressions. Forward-looking statements are not guarantees of future performance or results. Known and unknown factors that could cause actual performance or results to be materially different from those expressed or implied in these statements include, but are not limited to:

our ability to market and sell products, whether through our internal, direct sales force or third parties;
our ability to fulfill our commitments under our contracts with the U.S. government for InteliSwab® COVID-19 Rapid Tests;
the impact of significant customer concentration in the genomics business;
our ability to successfully scale-up our manufacturing for InteliSwab®COVID-19 Rapid Tests;
failure of distributors or other customers to meet purchase forecasts, historic purchase levels or minimum purchase requirements for our products;
our ability to manufacture products in accordance with applicable specifications, performance standards and quality requirements;
our ability to obtain, and timing and cost of obtaining, necessary regulatory approvals for new products or new indications or applications for existing products;
our ability to comply with applicable regulatory requirements;
our ability to effectively resolve warning letters, audit observations and other findings or comments from the U.S. Food and Drug Administration (or “FDA”), or other regulators;
the impact of the COVID-19 pandemic on our business and labor force and supply chain;
our ability to successfully develop new products, validate the expanded use of existing collector products, receive necessary regulatory approvals and authorizations, transport work-in-process goods and finished products and commercialize such products for COVID-19 testing;
changes in relationships, including disputes or disagreements, with strategic partners or other parties and reliance on strategic partners for the performance of critical activities under collaborative arrangements;
our ability to meet increased demand for our products;
our ability to diversify our customer base;
the impact of replacing distributors on our business;
inventory levels at distributors and other customers;
our ability to achieve our financial and strategic objectives and continue to increase our revenues, including the ability to expand international sales;
the impact of competitors, competing products and technology changes on our business;
reduction or deferral of public funding available to customers;
competition from new or better technology or lower cost products;
our ability to develop, commercialize and market new products;
market acceptance of oral fluid or urine testing, collection or other products;
market acceptance and uptake of microbiome informatics, microbial genetics technology and related analytics services;
changesnotes appearing elsewhere in market acceptancethis Quarterly Report on Form 10-Q and (ii) our audited consolidated financial statements and related notes and management’s discussion and analysis of products based on product performance or other factors, including changesfinancial condition and results of operations included in testing guidelines, algorithms or other recommendations by the Centers for Disease Control and Prevention, or (the “CDC”) or other agencies; ability to fund research and development and other products and operations;
our ability to obtain and maintain new or existing product distribution channels;
our reliance on sole supply sources for critical products and components;

19


the availability of related products produced by third parties or products required for use of our products;
the impact of contracting with the U.S. government on our business;
the impact of negative economic conditions on our business; including as a result of inflation, hostilities or war;
our ability to achieve and maintain sustained profitability;
our ability to increase our gross margins;
our ability to utilize net operating loss carry forwards or other deferred tax assets;
the volatility of our stock price;
uncertainty relating to patent protection and potential patent infringement claims;
uncertainty and costs of litigation relating to patents and other intellectual property;
the availability of licenses to patents or other technology;
our ability to enter into international manufacturing agreements;
obstacles to international marketing and manufacturing of products;
our ability to sell products internationally, including the impact of changes in international funding sources and testing algorithms;
adverse movements in foreign currency exchange rates;
loss or impairment of sources of capital;
our ability to attract and retain qualified personnel;
our exposure to product liability and other types of litigation;
changes in international, federal or state laws and regulations;
customer consolidations and inventory practices;
equipment failures and ability to obtain needed raw materials and components;
the impact of terrorist attacks, civil unrest, hostilities and war; and
general political, business and economic conditions.

These and other factors that could affect our results are discussed more fully in our Securities and Exchange Commission (“SEC”) filings, including our registration statements, Annual Report on Form 10-K for the year ended December 31, 2021,2022 filed with the Securities and Exchange Commission on March 3, 2023. Some of the information contained in this discussion and analysis or set forth elsewhere in this Quarterly Report on Form 10-Q, including information with respect to our plans and strategy for our business and impact and potential impacts on our business, includes forward-looking statements that involve risks and uncertainties. As a result of many factors, including, without limitation, those factors set forth in the “Risk Factors” section of our Annual Report on Form 10-K for the year ended December 31, 2022 and the “Risk Factors” section of subsequent Quarterly Reports on Form 10-Q, and other filings withour actual results or timing of certain events could differ materially from the SEC. Althoughresults or timing described in, or implied by, these forward-looking statements help to provide information about future prospects, readers should keep in mind that forward-looking statements may not be reliable. Readers are cautioned not to place undue reliance on the forward-looking statements. The forward-looking statements are made as of the date of this Report, and we undertake no duty to update these statements.

Investors should also be aware that while we do, from time to time, communicate with securities analysts, it is against our policy to disclose any material non-public information or other confidential commercial information. Accordingly, stockholders should not assume that we agree with any statement or report issued by any analyst irrespective of the content of the statement or report. Furthermore, we have a policy against issuing or confirming financial forecasts or projections issued by others. Thus, to the extent that reports issued by securities analysts contain any projections, forecasts or opinions, such reports are not the responsibility of OraSure.

The following discussion should be read in conjunction with our consolidated financial statements contained herein and the notes thereto, along with the Section entitled “Critical Accounting Policies and Estimates,” set forth below.

20


Overview and

Business Segments

The overall goal of our Company is to empower the global community to improveOverview

OraSure Technologies transforms health and wellnessthrough powerful insight by providing access to accurate, essential information. OurIn 2022, our business consistsconsisted of two segments: our “Diagnostics” segment, and our “Molecular Solutions” segment.

Our Diagnostics In February 2023, we announced a corporate restructuring to combine the commercial and innovation teams across the two segments into one business primarilyunit with sales, marketing, product development, and research teams covering multiple product lines. This change is intended to accelerate innovation, enhance customer experience and result in operational synergies.

The Company's business consists of the development, manufacture, marketing, and sale of simple, easy to use diagnostic products and specimen collection devices using ourthe Company's proprietary technologies, as well as other diagnostic products including immunoassays and other in vitro diagnostic tests that are used on other specimen types. The Diagnostics businessCompany's diagnostic products includes tests for diseases including COVID-19, HIV, and Hepatitis C that are performed on a rapid basis at the point of care, and tests for drugs of abuse that are processed in a laboratory. These products are sold in the United States and internationally to various clinical laboratories, hospitals, clinics, community-based organizations, and other public health organizations, distributors, government agencies, physicians’ offices, and commercial and industrial entities. OurThe Company's COVID-19 and HIV products are also sold in a consumer-friendly format in the over-the-counter (“OTC”) market in the U.S. and, in the case of the HIV product, as a self-test to individuals in a number of other countries. Through our Diagnostics
The Company's business we are also developing and commercializing products that measure adherence to HIV medications including pre-exposure prophylaxis ("PrEP"), the daily medication to prevent HIV, and anti-retroviral medications to suppress HIV. These products include laboratory-based tests that can measure levels of the medications in a patient’s urine or blood, as well as point-of-care products currently in development. We began recording revenues on the sales of our InteliSwab®COVID-19 Rapid Tests during the third quarter of 2021.

Our Molecular Solutions business is operated by our wholly-owned subsidiaries, DNA Genotek, Inc. ("DNAG"), Diversigen, Inc. ('Diversigen"), and Novosanis NV ("Novosanis"). Our Molecular Solutions business sells its products and services directly to its customers, primarily through its internal sales force in the U.S. domestic market, and in many international markets, also through distributors. Our products primarily consist ofincludes molecular collection kits and services used by clinical laboratories, direct-to-consumer laboratories, researchers, pharmaceutical companies, and animal health service and product providers. Most of our Molecular SolutionsThese revenues are derived from product sales to commercial customers and sales into the academic and research markets. A significant portion of our total sales is from repeat customers in both markets. Molecular Solutions customersCustomers span the disease risk management, diagnostics, pharmaceutical, biotech, companion animal and environmental markets.

We have expanded the market focus of our Molecular Solutions business by selling existing collection products for use with COVID-19 tests. Demand for COVID-19 PCR testing The Company has declined driven by the availability of antigen tests and the wider availability of vaccines, thereby negatively impacting the sales of the collection products. We have also developed new collection devices for the emerging microbiome market, which focuses on studying microbesmicrobiomes and their effect on human and animal health. Our primary product offering in the microbiome market, OMNIgene® • GUT, is focused on the human gut microbiome (microbes living in human stool). In 2021, the OMNIgene® • GUTThe Company also has a urine collection device (OMD-200) was granted “FDA De Novo classification for the preservation and stabilization of the relative abundance of microbial nucleic acids in clinical samples.” We leverage our existing sales force and global research connections to engage microbiome customers worldwide to establish ourselves among the leaders in ease-of-collection, stabilization, and transport of this challenging sample type.

Our Molecular Solutions segment includes the Colli-Pee® device, developed and sold by our Novosanis subsidiary,which allows for the volumetric collection of first void urine. This product is in its early stages, and initial sales are occurring primarily through distributors and collaborations in the liquid biopsy and sexually transmitted disease markets. Our Molecular Solutions business alsoAdditionally, the Company offers laboratory and analytical services for both genomics and microbiome customers to more fully meet their needs. These services are primarily provided to pharmaceutical, biotech companies, and research institutions.


17

Recent Developments

ImpactTable of COVID-19Contents

As COVID-19 continues to impact the economy of the United States and other countries around the world, we are committed to being a part of the response to this unprecedented challenge. We have made substantial investments to expand our operations in order to manufacture product used for COVID-19 testing in the United States.

Due to COVID-19, we have experienced volatility, including periods of material decline compared to prior year periods in testing volume of our base business (which excludes COVID-19 testing) and periods of significant demand for our COVID-19 testing product, with demand generally fluctuating in line with changes in prevalence of the virus and related variants. It is difficult for us to predict the duration or magnitude of the outbreak’s effects on our business or results of operations.

Appointment of New CEO

Carrie Eglinton Manner was appointed President and Chief Executive Officer, effective June 4, 2022. Ms. Eglinton Manner also joined the OraSure Board of Directors (the "Board"). She succeeded Dr. Nancy Gagliano, who was appointed interim CEO in March 2022. Dr. Gagliano continues to serve on the OraSure Board.

21


Ms. Eglinton Manner, age 48, has years of leadership experience across multiple disciplines. Prior to joining the Company, Ms. Eglinton Manner served as Senior Vice President, Advanced & General Diagnostic and Clinical Solutions at Quest Diagnostics since January 2017. Prior to Quest, Ms. Eglinton Manner spent over 20 years in various leadership roles in healthcare businesses at GE Healthcare. From 2009 through 2016, she served as President & CEO of four distinct GE Healthcare global businesses in the areas of diagnostic imaging, lab services and medical devices. She has served as a director of Repligen Corporation since June 2020. Ms. Eglinton Manner holds a B.S. in mechanical engineering from the University of Notre Dame.

Exploration of Strategic Alternatives

Ms. Eglinton Manner’s appointment as CEO came in tandem with a decision by the OraSure Board to conclude its previously announced review of strategic alternatives and for the Company to move forward under her leadership. Market conditions and the Board’s belief in the Company’s ability to further build upon recent operational successes with Ms. Eglinton Manner’s leadership were factors in the decision.

Current Consolidated Financial Results

During the six months ended June 30, 2022, our consolidated net revenues increased 27% to $147.9 million, compared to $116.2 million for the six months ended June 30, 2021. Net product and services revenues during the six months ended June 30, 2022 increased 29% when compared to the same period of 2021, largely due to the inclusion of $65.3 million of InteliSwab® COVID-19 rapid test revenues. We began selling this product in August of 2021 resulting in no comparable revenues in the first half of 2021. Declines in sales of our molecular sample collection kits for COVID-19 testing, lower laboratory services revenues, and a decline in domestic sales of our HIV products partially offset this positive driver of revenue. Other revenues for the six months ended June 30, 2022 were $3.5 million compared to $3.9 million in the same period of 2021. This decrease was largely due to lower royalty income.

Our consolidated net loss for the six months ended June 30, 2022 was $38.8 million, or $0.54 per share on a fully diluted basis, compared to consolidated net income of $2.4 million, or $0.03 per share on a fully diluted basis, for the six months ended June 30, 2021. Results for the six months ended June 30, 2022 were impacted by lower gross margins rates caused by an unfavorable product mix of higher sales of lower margin products, increases in inventory reserves associated with excess inventory levels and manufacturing inefficiencies that occurred in the first quarter of 2022, lower absorption of labor costs and the absence of the Gates subsidy which expired in June 2021. Also contributing to our net loss is an increase in operating expense as a result of impairment charges taken in the second quarter of 2022 on idle manufacturing lines and goodwill, severance charges and accelerated stock compensation expense associated with our CEO transition and termination of our general counsel, and nonrecurring costs associated with our strategic alternatives process.

Cash used in operating activities during the six months ended June 30, 2022 was $45.5 million. Cash used in operating activities during the six months ended June 30, 2021 was $3.5 million. During the first half of 2022, our cash flow used in operating activities increased significantly as a result of our net loss and increased working capital requirements we scale our InteliSwab® manufacturing capacity to meet higher demand. As of June 30, 2022, we had $95.8 million in cash, cash equivalents and available-for-sale securities.

Results of Operations

Three months ended June 30, 20222023 compared to June 30, 2021

2022.

CONSOLIDATED NET REVENUES

The table below shows a breakdownan outline of total consolidated net revenues (dollars in thousands) generated by each of our business segments duringfor the three months ended June 30, 20222023 and 2021.June 30, 2022:
Three Months Ended June 30,
Dollars% ChangePercentage of Total Net Revenues
2023202220232022
COVID-19 Diagnostics$47,477 $43,114 10 %56 %54 %
Diagnostics (1)
19,834 14,048 41 23 18 
Molecular Products13,050 17,581 (26)15 22 
Other products and services (2)
2,993 2,956 
Molecular Services1,354 1,204 12 
COVID-19 Molecular Products30 264 (89)— — 
Net product and services revenues84,738 79,167 99 99 
Non-product and services revenues703 1,064 (34)
Net revenues$85,441 $80,231 %100 %100 %
(1)

Includes HIV and HCV product revenues.

 

 

For the Three Months Ended June 30,

 

 

 

 

Dollars

 

 

 

 

 

 

Percentage of Total Net Revenues

 

 

 

 

2022

 

 

2021

 

 

% Change

 

 

 

2022

 

 

 

2021

 

 

Diagnostics

 

$

59,976

 

 

$

18,252

 

 

 

229

 

%

 

 

75

 

%

 

 

32

 

%

Molecular Solutions

 

 

19,191

 

 

 

37,489

 

 

 

(49

)

 

 

 

24

 

 

 

 

65

 

 

Net product and services revenues

 

 

79,167

 

 

 

55,741

 

 

 

42

 

 

 

 

99

 

 

 

 

97

 

 

Other

 

 

1,064

 

 

 

1,866

 

 

 

(43

)

 

 

 

1

 

 

 

 

3

 

 

Net revenues

 

$

80,231

 

 

$

57,607

 

 

 

39

 

%

 

 

100

 

%

 

 

100

 

%

(2)

Consolidated netIncludes Risk assessment testing and other product and services revenues.

Product and Services Revenues
Consolidated net revenues increased 42%6% to $79.2$85.4 million for the three months ended June 30, 2023 from $80.2 million for the three months ended June 30, 2022.
COVID-19 Diagnostics revenues increased by 10% to $47.5 million for the three months ended June 30, 2023 compared to $43.1 million in three months ended June 30, 2022 due to increased sales of the Company's InteliSwab® tests through its government procurement contracts.
Sales of the Company's Diagnostics products increased 41% to $19.8 million for the three months ended June 30, 2023 from $14.0 million for the three months ended June 30, 2022. This increase in revenues was primarily driven by higher sales of the Company's OraQuick® In-Home HIV tests in support of the CDC's "Together Take Me Home" HIV self-test program which commenced during the first quarter of 2023, and higher sales of the Company's OraQuick® HIV Self-Test in international markets due to customer ordering patterns.
Molecular Products revenues decreased 26% to $13.1 million for the three months ended June 30, 2023 from $17.6 million for the three months ended June 30, 2022. Sales of the Company's Molecular Products are being impacted by macro-economic factors in the markets in which its customers operate and as a result one of the Company's largest customers scaled down purchasing after they reorganized their business in the second half of 2022.
Other products and services revenues remained flat at $3.0 million for the three months ended June 30, 2023 and 2022.
Molecular Services revenues, which are largely derived from the Company's laboratory services, increased 12% to $1.4 million for the three months ended June 30, 2023 from $1.2 million for the three months ended June 30, 2022. The increase in services revenues was largely due to the timing of work performed for certain clinical studies.
Sales of the Company's COVID-19 Molecular Products collection kits decreased by 89% to $30.0 thousand for the three months ended June 30, 2023 from $0.3 million for the three months ended June 30, 2022 from $55.7due to decline in demand for COVID PCR testing given the availability of rapid antigen tests.
18

Table of Contents
Non-product and Services Revenues
Non-product and services revenues decreased 34% to $0.7 million for the three months ended June 30, 2021. The increase in revenues is largely due to the inclusion of $43.1 million of InteliSwab® COVID-19 rapid test revenues. We began selling this product in August of 2021 resulting in no comparable revenues in the second quarter of 2021. Declines in

22


revenues across all other product line partially offset this positive driver of revenue. Other revenues for the three months ended June 30, 2022 decreased 43% to $1.1 million from $1.9 million for the three months ended June 30, 2021 due to lower research and development funding associated with the development of our InteliSwab® COVID-19 rapid test and lower royalty income.

Consolidated net revenues derived from products sold to customers outside of the United States were $9.9 million and $10.0 million, or 12% and 17% of total net revenues, for the three months ended June 30, 2022 and 2021, respectively. Because the majority of our international sales are denominated in U.S. dollars, the impact of fluctuating foreign currency exchange rates was not material to our total consolidated net revenues.

Net Revenues by Segment

Diagnostics Segment

The table below shows a breakdown of total net revenues (dollars in thousands) generated by our Diagnostics segment during the three months ended June 30, 2022 and 2021.

 

 

For the Three Months Ended June 30,

 

 

 

 

Dollars

 

 

 

 

 

 

Percentage of Total Net Revenues

 

 

Market

 

2022

 

 

2021

 

 

% Change

 

 

 

2022

 

 

 

2021

 

 

Infectious disease testing:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COVID-19

 

$

43,114

 

 

$

89

 

 

NM

 

%

 

 

71

 

%

 

 

0

 

%

Other

 

 

14,232

 

 

 

15,534

 

 

 

(8

)

 

 

 

23

 

 

 

 

80

 

 

Total infectious disease testing

 

 

57,346

 

 

 

15,623

 

 

 

267

 

 

 

 

95

 

 

 

 

81

 

 

Substance abuse testing

 

 

2,630

 

 

 

2,629

 

 

 

0

 

 

 

 

4

 

 

 

 

14

 

 

Net product revenues

 

 

59,976

 

 

 

18,252

 

 

 

229

 

 

 

 

99

 

 

 

 

95

 

 

Other

 

 

479

 

 

 

1,059

 

 

 

(55

)

 

 

 

1

 

 

 

 

5

 

 

Net revenues

 

$

60,455

 

 

$

19,311

 

 

 

213

 

%

 

 

100

 

%

 

 

100

 

%

NM - not meaningful

Infectious Disease Testing Market

COVID-19 revenues were $43.1 million for the three months ended June 30, 2022, driven by sales of our InteliSwab® COVID-19 rapid test. We first began selling this product in August of 2021 and there are no comparable sales in the second quarter of 2021.

Sales to the other infectious disease testing markets decreased 8% to $14.2 million for the three months ended June 30, 2022 from $15.5 million for the three months ended June 30, 2021. This decrease resulted from lower worldwide OraQuick® HIV and international OraQuick® HCV product sales.

The table below shows a breakdown of our total net OraQuick® HIV and HCV product revenues (dollars in thousands) during the three months ended June 30, 2022 and 2021.

 

 

For the Three Months Ended June 30,

 

 

Market

 

2022

 

 

2021

 

 

% Change

 

 

Domestic HIV

 

$

3,741

 

 

$

4,135

 

 

 

(10

)

%

International HIV

 

 

6,616

 

 

 

6,809

 

 

 

(3

)

 

Net HIV revenues

 

 

10,357

 

 

 

10,944

 

 

 

(5

)

 

Domestic HCV

 

 

2,537

 

 

 

2,571

 

 

 

(1

)

 

International HCV

 

 

1,154

 

 

 

1,729

 

 

 

(33

)

 

Net HCV revenues

 

 

3,691

 

 

 

4,300

 

 

 

(14

)

 

Net OraQuick® revenues

 

$

14,048

 

 

$

15,244

 

 

 

(8

)

%

Domestic OraQuick® HIV sales decreased 10% to $3.7 million for the three months ended June 30, 2022 from $4.1 million for the three months ended June 30, 2021, primarily as a result of a large second quarter 2021 order of our OraQuick® In-Home HIV test shipped to the CDC and used in an initiative to drive increased in-home HIV testing. A similar order did not occur in the second quarter of 2022.

International sales of our OraQuick® HIV tests decreased 3% to $6.6 million for the three months ended June 30, 2022 from $6.8 million for the three months ended June 30, 2021 due to the absence of the Gates Foundation subsidy which expired in June 2021 and is not included in revenues in the second quarter of 2022, initial stocking orders into Asia that did not recur in 2022, and the impact of the Russian and Ukraine war. These decline in revenues were partially offset by increased sales into Africa as the COVID-19 impact lessens.

23


Domestic OraQuick® HCV sales remained largely flat at $2.5 million for the three months ended June 30, 2022 compared to $2.6 million for the three months ended June 30, 2021.

International OraQuick® HCV sales decreased 33 % to $1.2 million for the three months ended June 30, 2022 compared to $1.7 million for the three months ended June 30, 2021 due to a stock order into Korea which did no repeat in 2022.

Substance Abuse Testing Market

Sales to the substance abuse testing assessment market remained flat at $2.6 million for both the three months ended June 30, 2022 and 2021.

Other Revenues

Other revenues for the three months ended June 30, 2022 decreased 55% to $479,0002023 from $1.1 million for the three months ended June 30, 2021, due2022 as a result of lower royalty income.

CONSOLIDATED OPERATING RESULTS
Consolidated gross profit margin decreased to lower research and development funding associated with our InteliSwab® COVID-19 rapid test.

Molecular Solutions Segment

The table below shows a breakdown of our total net revenues (dollars in thousands) during the three months ended June 30, 2022 and 2021.

 

 

For the Three Months Ended June 30,

 

 

Market

2022

 

 

2021

 

 

% Change

 

 

Genomics

 

$

15,486

 

 

$

19,498

 

 

 

(21

)

%

Microbiome

 

 

1,832

 

 

 

2,447

 

 

 

(25

)

 

COVID-19

 

 

264

 

 

 

11,981

 

 

 

(98

)

 

Laboratory services

 

 

1,204

 

 

 

3,114

 

 

 

(61

)

 

Other product and service revenues

 

 

405

 

 

 

449

 

 

 

(10

)

 

Net molecular product and services revenues

 

$

19,191

 

 

 

37,489

 

 

 

(49

)

 

Other

 

 

585

 

 

 

807

 

 

 

(28

)

 

Net molecular revenues

 

$

19,776

 

 

$

38,296

 

 

 

(48

)

%

Sales of our genomics products decreased 21% to $15.5 million31% for the three months ended June 30, 2022, compared to $19.5 million2023 from 35% for the three months ended June 30, 2021, as result of customer ordering patterns.

Microbiome kit sales decreased 25% to $1.8 million for the three months ended June 30, 2022 compared to $2.4 million for the three months ended June 30, 2021, due to lower sales to certain Clinical Research Organizations ("CROs") as a result of delays2022. This decline in microbiome clinical studies.

Sales of our molecular sample collection kits for COVID-19 testing decreased 98% to $264,000 for the three months ended June 30, 2022 compared to $12.0 million during the comparable period in 2021 due to lower COVID-19 PCR testing sales to our core customers,margins was driven by the availability$7.0 million of antigen tests, the wider availability of vaccines and high inventory levels held by some of those customers and the termination of public funding for PCR testing.

Laboratory services revenues declined 61% to $1.2 million for the three months ended June 30, 2022 compared to $3.1 million for the three months ended June 30, 2021 as a result of a large customer ceasing its operations and due to timing of clinical trials.

Other product and service revenues remained largely unchanged at $405,000accelerated depreciation recorded in the second quarter associated with the wind-down of 2022 comparedInteliSwab® manual assembly in Thailand as we on-shore and automate manufacturing of this product at our Pennsylvania facilities. This negative impact to $449,000 in the second quarter of 2021.

Other revenues for the three months ended June 30, 2022 decreased 28% to $585,000 from $807,000 for the three months ended June 30, 2021, largely as a result of lower royalty income received under a litigation settlement agreement.

CONSOLIDATED OPERATING RESULTS

Consolidated gross profit margins were 34% for the three months ended June 30, 2022 compared to 53% for the three months ended June 30, 2021. The decrease in gross profit margins was primarily due topartially offset by a less favorable product mix and increasedcost savings associated with the InteliSwab® packaging redesign, reduction in scrap expense associated with reserves for excess inventory.

and lower freight costs.

Consolidated operating loss for the three months ended June 30, 20222023 was $21.3$6.4 million, a $23.1$15.0 million decreaseimprovement from the $1.8$21.5 million operating incomeloss reported for the three months ended June 30, 2021. 2022. Results for the three months ended June 30, 20222023 were negativelypositively impacted by the

24


reduced operating expense and lower gross profit margin described above coupled with an increase in operating expenses as described below, including an aggregate impairment charge of $10.5 million.

OPERATING INCOME (LOSS) BY SEGMENT

We evaluate performance of our operating segments based on revenue and operating income. Reportable segments have no inter-segment revenue and inter-segment expenses are eliminated in consolidation, including the fees associated with an intercompany service agreement between the U.S. and Canadian entities.

Diagnostics Segment

The gross profit margin for the Diagnostics segment was 36%losses. Results for the three months ended June 30, 2022 included $10.5 million of impairment losses compared to 34%$0.2 million for the three months ended June 30, 2021.This increase is due2023.

Operating expenses in the second quarter of 2023, excluding the impairment charge, decreased $6.1 million compared to improved product mixthe second quarter of higher margin product sales partially offset by2022 reflecting the June 2021 expirationimpact of subsidies under the support agreement with the Gates Foundation.

our cost saving measures and headcount reductions. Research and development expenses increased 26%decreased 19% to $6.3$7.7 million for the three months ended June 30, 2023 from $9.5 million for the three months ended June 30, 2022 comparedlargely due to $5.0a decrease in headcount and lower manufacturing support costs.

Sales and marketing expenses decreased 27% to $8.5 million for the three months ended June 30, 2021 largely due to increased staffing costs associated with higher head count, increased clinical study activities related to obtaining CE mark for our InteliSwab® rapid test and higher subscription costs associated with our new quality system. Sales and marketing expenses increased 19% to $7.8 million for three months ended June 30, 20222023 from $6.6 million for the three months ended June 30, 2021 due to increased staffing costs associated with higher head count and increased travel, trade show, and annual meetings expenses as travel and in person events have resumed as COVID-19 restrictions have been lifted. These increases in spend were partially offset by a decline in advertising and market research costs associated with our InteliSwab® test. General and administrative expenses increased 54% to $11.0$11.7 million for the three months ended June 30, 2022 from $7.1due to a decrease in headcount, lower advertising, marketing and sales meeting spend, and a decrease in our reserve for expected credit losses.
General and administrative expenses decreased 7% to $16.4 million for the three months ended June 30, 20212023 from $17.6 million for the three months ended June 30, 2022 largely due to lower severance costs and accelerated stock compensation expense associated with our former general counsel's employment and termination agreements, stock compensation costsa decrease in headcount, lower consulting fees associated with restricted stock awards granted to certainproject management of our $109 million manufacturing expansion contract, lower board of director fees associated with less board members with immediate vesting provisions, and higher legal,a decrease in accounting and information technologies contractrecruitment fees.

Operating expenses for the Diagnostic segment also include an impairment charge of $4.9 million associated with an idle manufacturing line for which it has no projected cash flow and minimal resale or salvage value. Diagnostic operating expenses also included a goodwill impairment charge of $3.6 million. The decline These decreases in the Company's stock price was identified as a triggering event which required the Company to perform an quantitative goodwill impairment analysis. The results of this analysis indicated the Diagnostic segment's goodwill was impaired and was written down to $0.

expense were partially offset by increased legal fees.

All of the above contributed to the Diagnostics segment’sCompany's operating loss of $11.8$6.4 million for the three months ended June 30, 2023, which included a non-cash impairment charge of $0.2 million, non-cash charges of $10.3 million for depreciation and amortization, and $2.4 million for stock-based compensation. The Company's operating loss of $21.5 million for the three months ended June 30, 2022 which included thea non-cash impairment chargescharge of $8.5$10.5 million, non-cash charges of $1.9$3.8 million for depreciation and amortization, and $2.8$3.3 million for stock-based compensation. The Diagnostics segment operating loss in the second quarter of 2021 included a $220,000 non-cash pre-tax benefit associated with the change in the fair value of acquisition-related contingent consideration. There was no similar benefit recorded in the second quarter of 2022.

Molecular Solutions Segment

The gross profit margin for the Molecular Solutions segment was 31%

OTHER INCOME
Other income for the three months ended June 30, 20222023 was $1.5 million compared to 63% for the three months ended June 30, 2021. This decrease was due to an increase in reserves for excess inventory as result of a forecasted decline in demand of certain products used in COVID PCR testing and a less favorable product mix.

Research and development expenses remained relatively flat at $2.8 for the three months ended June 30, 2022 from $2.7$1.7 million for the three months ended June 30, 2021 . Sales and marketing expenses also remained flat at $3.9 million for the three months ended June 30, 2022 and 2021. General and administrative expenses increased 70% to $6.6 million for the three months ended June 30, 2022 from $3.9 million for the three months ended June 30, 20212022. This decrease is largely due to increased legal fees.

Operating expenses for the Molecular segment also include an impairment charge of $2.0 million for the three months ended June 30, 2022 associated with two idle manufacturing lines for which there are no projected cash flow and minimal resale or salvage value.

All of the above contributed to the Molecular Solutions segment’s operating loss of $9.5 million for the three months ended June 30, 2022, which included the non-cash impairment charge of $2.0 million, non-cash charges of $1.9 million for depreciation and amortization and $529,000 for stock-based compensation.

higher foreign currency losses offset by higher interest income.

CONSOLIDATED INCOME TAXES

25


We continue

The Company continues to believe the full valuation allowance established against ourits total U.S. deferred tax asset is appropriate as the facts and circumstances necessitating the allowance have not changed. For the three months ended June 30, 2022, we2023, the Company recorded U.S. state tax expense of $183,000 compared to $54,000 of state income tax benefit for the three months ended June 30, 2021. For the three months ended June 30, 2022, we recorded a foreign tax benefit of $1.3$1.5 million compared to foreign tax expense of $3.7$0.2 million for the three months ended June 30, 2021. This overall decrease in2022 and a foreign tax benefit of $1.6 million for the three months ended June 30, 2023 compared to $1.4 million expense for the three months ended June 30, 2022. U.S. tax expense is largely a resulthigher due to increased projected earnings while decreased foreign earnings resulted in the foreign tax benefit.

19

Table of the decrease in income before taxes generated by our Canadian subsidiary.Contents

Results of Operations
Six months ended June 30, 20222023 compared to June 30, 2021

2022.

CONSOLIDATED NET REVENUES

The table below shows a breakdownan outline of total consolidated net revenues (dollars in thousands) generated by each of our business segments duringfor the six months ended June 30, 20222023 and 2021.June 30, 2022:
Six Months Ended June 30,
Dollars% ChangePercentage of Total Net Revenues
2023202220232022
COVID-19 Diagnostics$165,731 $65,250 154 %69 %44 %
Diagnostics (1)
36,924 25,471 45 16 17 
Molecular Products25,992 35,514 (27)11 24 
Other products and services (2)
6,087 6,069 — 
Molecular Services2,733 2,938 (7)
COVID-19 Molecular Products185 9,161 (98)— 
Net product and services revenues237,652 144,403 65 99 98 
Non-product and services revenues2,752 3,535 (22)
Net revenues$240,404 $147,938 63 %100 %100 %
(1)

Includes HIV and HCV product revenues.

 

 

For the Six Months Ended June 30,

 

 

Dollars

 

 

 

 

 

Percentage of Total Net Revenues

 

 

 

 

2022

 

 

2021

 

 

% Change

 

 

2022

 

 

 

2021

 

 

Diagnostics

 

$

96,372

 

 

$

31,585

 

 

 

205

 

%

 

65

 

%

 

 

27

 

%

Molecular Solutions

 

 

48,031

 

 

 

80,735

 

 

 

(41

)

 

 

33

 

 

 

 

69

 

 

Net product and services revenues

 

 

144,403

 

 

 

112,320

 

 

 

29

 

 

 

98

 

 

 

 

96

 

 

Other

 

 

3,535

 

 

 

3,869

 

 

 

(9

)

 

 

2

 

 

 

 

4

 

 

Net revenues

 

$

147,938

 

 

$

116,189

 

 

 

27

 

%

 

100

 

%

 

 

100

 

%

(2)

Includes Risk assessment testing and other product and services revenues.

Product and Services Revenues
Consolidated net product and services revenues increased 29%63% to $144.4$240.4 million for the six months ended June 30, 20222023 from $112.3$147.9 million for the six months ended June 30, 2021.2022. The increase inCompany expects total net product and services revenues is largely duefor the second half of 2023 to the inclusion of $65.3 million of InteliSwab® COVID-19 rapid test revenues. We began selling this product in August of 2021 resulting in no comparable revenues inbe lower than the first half of 2021. Declines2023 as demand for its COVID-19 Diagnostic product has declined from the levels experienced in salesthe first quarter of our molecular sample collection kits for 2023 and the second half of 2022.
COVID-19 testing partially offset this positive driver of revenue. OtherDiagnostics revenues for the six months ended June 30, 2022 decreased 9%increased by 154% to $3.5 million from $3.9$165.7 million for the six months ended June 30, 2021 largely due2023 compared to lower royalty income.

Consolidated net revenues derived from products sold to customers outside of the United States were $19.6 million and $19.5 million, or 13% and 17% of total net revenues, for the six months ended June 30, 2022 and 2021, respectively. Because the majority of our international sales are denominated in U.S. dollars, the impact of fluctuating foreign currency exchange rates was not material to our total consolidated net revenues.

Net Revenues by Segment

Diagnostics Segment

The table below shows a breakdown of total net revenues (dollars in thousands) generated by our Diagnostics segment during the six months ended June 30, 2022 and 2021.

 

 

For the Six Months Ended June 30,

 

 

 

 

Dollars

 

 

 

 

 

 

Percentage of Total Net Revenues

 

 

Market

 

2022

 

 

2021

 

 

% Change

 

 

 

2021

 

 

 

2020

 

 

Infectious disease testing:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

COVID-19

 

$

65,250

 

 

$

262

 

 

NM

 

%

 

 

66

 

%

 

 

0

 

%

Other

 

 

25,931

 

 

 

26,732

 

 

 

(3

)

 

 

 

25

 

 

 

 

79

 

 

Total infectious disease testing

 

 

91,181

 

 

 

26,994

 

 

 

238

 

 

 

 

92

 

 

 

 

80

 

 

Substance abuse testing

 

 

5,191

 

 

 

4,591

 

 

 

13

 

 

 

 

5

 

 

 

 

14

 

 

Net product revenues

 

 

96,372

 

 

 

31,585

 

 

 

205

 

 

 

 

97

 

 

 

 

94

 

 

Other

 

 

2,393

 

 

 

2,272

 

 

 

5

 

 

 

 

3

 

 

 

 

6

 

 

Net revenues

 

$

98,765

 

 

$

33,857

 

 

 

192

 

%

 

 

100

 

%

 

 

100

 

%

NM - not meaningful

Infectious Disease Testing Market

COVID-19 revenues were $65.3 million for the six months ended June 30, 2022 driven bydue to increased sales of ourthe Company's InteliSwab® COVID-19 rapid test. We first began selling this product in Augusttests through its government procurement contracts.

Sales of 2021 and there are no comparable sales in the first half of 2021.

26


SalesCompany's Diagnostics products increased 45% to the other infectious disease testing markets decreased 3% to $25.9$36.9 million for the six months ended June 30, 20222023 from $26.7$25.5 million for the six months ended June 30, 2021.2022. This decrease resulted from lower domestic OraQuick® HIV and international OraQuick® HCV product sales, partially offsetincrease in revenues was primarily driven by higher international OraQuick® sales of the Company's OraQuick® In-Home HIV and domestic OraQuick® HCV sales.

The table below shows a breakdowntests in support of our total net OraQuick® the CDC's "Together Take Me Home" HIV and HCV product revenues (dollars in thousands)self-test program which commenced during the six months ended June 30, 2022first quarter of 2023, and 2021.

 

 

Six Months Ended June 30,

 

 

Market

 

2022

 

 

2021

 

 

% Change

 

 

Domestic HIV

 

$

7,506

 

 

$

9,050

 

 

 

(17

)

%

International HIV

 

 

11,017

 

 

 

10,672

 

 

 

3

 

 

Net HIV revenues

 

 

18,523

 

 

 

19,722

 

 

 

(6

)

 

Domestic HCV

 

 

4,574

 

 

 

3,754

 

 

 

22

 

 

International HCV

 

 

2,374

 

 

 

2,914

 

 

 

(19

)

 

Net HCV revenues

 

 

6,948

 

 

 

6,668

 

 

 

4

 

 

Net OraQuick® revenues

 

$

25,471

 

 

$

26,390

 

 

 

(3

)

%

Domestic OraQuick®higher sales of the Company's OraQuick® HIV salesSelf-Test in international markets due to customer ordering patterns.

Molecular Products revenues decreased 17%27% to $7.5$26.0 million for the six months ended June 30, 20222023 from $9.1$35.5 million for the six months ended June 30, 2021, primarily as a result2022. Sales of athe Company's Molecular Products are being impacted by macro-economic factors in the markets in which its customers operate. One of the Company's largest customers scaled down purchasing after they reorganized their business in the second half of 2022 and certain other customers placed large order fulfilledorders in the first half of 2021 for our OraQuick® In-Home HIV test shipped to2022 that have not been repeated in the CDCsix months ending June 30, 2023. Furthermore revenues are impacted by customer ordering patterns whereby customers purchased at the end of 2022 and used in an initiative to drive increased in-home HIV testing. A similar order did not occurrequire further inventory in the first half of 2022.

International sales of our OraQuick® HIV tests increased 3% to $11.02023.

Other products and services revenues were largely flat at $6.1 million for the six months ended June 30, 20222023 and 2022.
Molecular Services revenues, which are largely derived from $10.7the Company's laboratory services, decreased 7% to $2.7 million for the six months ended June 30, 2021 due to increased sales into Africa as the COVID-19 impact lessens. This increase to revenues was partially offset by the absence of the Gates Foundation subsidy, which expired in June 2021 and is not included in revenues in the first quarter of 2022, as well as the impact of the Russia and Ukraine war.

Domestic OraQuick® HCV sales increased 22% to $4.6 million for the six months ended June 30, 2022 from $3.8 million for the six months ended June 30, 2021, driven by new funding granted by certain state governments, increased legislation regarding drug testing and rise in drug use requiring more testing.

International OraQuick® HCV sales decreased 19% to $2.4 million for the six months ended June 30, 20222023 from $2.9 million for the six months ended June 30, 20212022. The decline in services revenues was the direct result of loss of two customers in 2022. One customer ceased operations in 2022 and the

20

Table of Contents
other deprioritized microbiome studies. These decreases were offset by higher revenues generated by certain customer contracts due to large stock ordering shippedthe timing of work performed for certain clinical studies.
Sales of the Company's COVID-19 Molecular Products collection kits decreased significantly by 98% to Korea that did not repeat in 2022.

Sales to the substance abuse testing assessment market increased 13% to $5.2$0.2 million for the six months ended June 30, 2022 compared to $4.6 million for the six months ended June 30, 2021 due to market share gains.

Other Revenues

Other revenues for the six months ended June 30, 2022 increased minimally to $2.4 million2023 from $2.3 million for the six months ended June 30, 2021, due to research and development funding for 510(k) clearance and CLIA waiver of our InteliSwab® COVID-19 rapid test partially offset by lower royalty income.

Molecular Solutions Segment

The table below shows a breakdown of our total net revenues (dollars in thousands) during the six months ended June 30, 2022 and 2021.

 

 

Six Months Ended June 30,

 

 

Market

2022

 

 

2021

 

 

% Change

 

 

Genomics

 

$

30,578

 

 

$

30,316

 

 

 

1

 

%

Microbiome

 

 

3,822

 

 

 

4,198

 

 

 

(9

)

 

COVID-19

 

 

9,161

 

 

 

39,953

 

 

 

(77

)

 

Laboratory services

 

 

2,938

 

 

 

5,611

 

 

 

(48

)

 

Other product revenues

 

 

1,532

 

 

 

657

 

 

 

133

 

 

Net molecular product and services revenues

 

$

48,031

 

 

$

80,735

 

 

 

(41

)

 

Other

 

 

1,142

 

 

 

1,597

 

 

 

(28

)

 

Net molecular product and services revenues

 

$

49,173

 

 

$

82,332

 

 

 

(40

)

%

27


Sales of our genomics products remained largely flat and increased only 1% to $30.6 million for the six months ended June 30, 2022, compared to $30.3 million for the six months ended June 30, 2021.

Microbiome kit sales decreased 9% to $3.8 million for the six months ended June 30, 2022 compared to $4.2 million for the six months ended June 30, 2021, due to a decline in revenues to CROs driven by the timing of microbiome clinical studies.

Sales of our molecular sample collection kits for COVID-19 testing decreased 77% to $9.2 million for the six months ended June 30, 2022 compared to $40.0 million during the comparable period in 2021 due to lower COVID-19decline in demand for COVID PCR testing sales to our core customers, driven bygiven the availability of rapid antigen tests, the wider availability of vaccines, lower public funding for PCR testing,tests.

Non-product and high inventory levels held by some of those customers.

Laboratory services revenues declined 48%decreased 22% to $2.9$2.8 million for the six months ended June 30, 2023 from $3.5 million for the six months ended June 30, 2022 as a result of lower royalty income.

CONSOLIDATED OPERATING RESULTS
Consolidated gross profit margin increased to 38% for the six months ended June 30, 2023 from 35% for the six months ended June 30, 2022. This improvement in margins was driven by InteliSwab® sales which generated higher margins due to reduced costs associated with the correction of manufacturing inefficiencies which occurred during the first quarter of 2022, a packaging change implemented during the first quarter of 2023, and lower freight charges. Lower scrap expense in the first half of 2023 compared to $5.6the first half of 2022 also contributed to the margins improvement. These improved margins were partially offset by $7.0 million of accelerated depreciation recorded in the second quarter of 2023 associated with the wind-down of InteliSwab® manual assembly in Thailand as we on-shore and automate the manufacturing of this product at our Pennsylvania facilities and lower COVID-19 Molecular Products revenue which historically generated higher margins.
Consolidated operating income for the six months ended June 30, 2023 was $17.9 million, a $55.5 million increase from the $37.6 million operating loss reported for the six months ended June 30, 2022. Results for the six months ended June 30, 2023 were positively impacted by the increase in revenues and gross margins described above and were positively impacted by reduced operating expense and lower impairment losses. Results for the six months ended June 30, 2022 included $10.5 million of impairment losses compared to $1.3 million for the six months ended June 30, 2021 as a result2023.
Operating expenses in the six months ended June 30, 2023, excluding the impairment charge, decreased $6.2 million compared to the first half of a large customer ceasing its operations2022. Research and a slowdown in clinical trials.

Other productdevelopment expenses increased to $18.2 million for the six months ended June 30, 2023 from $18.1 million for the six months ended June 30, 2022.

Sales and service revenues increased 133%marketing expenses decreased 15% to $1.5$20.7 million for the six months ended June 30, 2023 from $24.4 million for the six months ended June 30, 2022 compared to $657,000 for the six months ended June 30, 2021 largely due to increaseda decrease in our reserve for expected credit losses and lower advertising, marketing, sales by our Novosanis subsidiary.

Other revenues for the six months ended June 30, 2022meeting, and consulting spend.

General and administrative expenses decreased 28%7% to $1.1 million from $1.6$34.1 million for the six months ended June 30, 2021, largely as a result of lower royalty income received under a litigation settlement agreement.

CONSOLIDATED OPERATING RESULTS

Consolidated gross profit margins were 35% for the six months ended June 30, 2022 compared to 59% for the six months ended June 30, 2021. The decrease in gross profit margins was caused by an unfavorable product mix of higher sales of lower margin product, increases in inventory reserves associated with excess inventory levels and manufacturing inefficiencies that occurred in the first quarter of 2022, lower absorption of labor costs and the absence of the Gates subsidy which expired in June 2021.

Consolidated operating loss for the six months ended June 30, 2022 was $37.3 million, a $49.5 million decrease2023 from the $12.2 million operating income reported for the six months ended June 30, 2021. Results for the six months ended June 30, 2022were negatively impacted by the lower gross profit margin described above coupled with an increase in operating expenses as described below, including an aggregate impairment charge of $10.5 million.

OPERATING INCOME (LOSS) BY SEGMENT

We evaluate performance of our operating segments based on revenue and operating income. Reportable segments have no inter-segment revenue and inter-segment expenses are eliminated in consolidation, including the fees associated with an intercompany service agreement between the U.S. and Canadian entities.

Diagnostics Segment

The gross profit margin for the Diagnostics segment was 29% for the six months ended June 30, 2022 compared to 38% for the six months ended June 30, 2021.This decrease is due to inefficiencies in our InteliSwab® manufacturing process experienced in the beginning of the year causing high scrap rates, under-absorption of labor costs, and the June 2021 expiration of subsidies under the support agreement with the Gates Foundation, and a less favorable product mix.

Research and development expenses increased 2% to $11.8$36.7 million for the six months ended June 30, 2022 compared to $11.5 million for the six months ended June 30, 2021 largely due to higher staffing costs associated with increased head count offset by lower product development activities related to our InteliSwab® rapid test which did not repeat inseverance and stock compensation expense and recruitment fees. In the first half of 2022, as we received EUA authorization in June 2021. Salesthe Company incurred high severance and marketing expenses increased 25% to $15.9 million for six months ended June 30, 2022 from $12.8 million for the six months ended June 30, 2021 due to increased staffing costs associated with higher head count, increased travel and annual meetings expenses as travel and in person events have resumed as COVID-19 restrictions have been lifted, increased consultant costs, higher advertising and market research expenses and higher subscription costs associated with our new CRM system. This increase in spending was partially offset by a decline in our reserve for uncollectible accounts, lower recruiting fees and a decrease in commission expense. General and administrative expenses increased 82% to $24.7 million for the six months ended June 30, 2022 from $13.6 million for the six months ended June 30, 2021 largely due to increased consulting costs, higher stock compensation expense associated with the accelerated vesting of shares under our former CEO's and general counsel's employment agreements higher staffing costs associated with increased head count, increased legal costs, severance costs associated with our former general counsel, increased accounting fees, and higher recruitment expense largely associated with ourthe new CEO search.

28


Operating expenses for Also contributing to the Diagnostic segment also include an impairment chargedecrease in expense was lower consulting fees, lower board of $4.9 million associated with an idle manufacturing line for which it has no projected cash flowdirector fees, due to fewer board members, and minimal resale or salvage value. Diagnostic operating expenses also included a goodwill impairment charge of $3.6 million. The declinelower sales tax penalties. These decreases in the Company's stock price was identified as a triggering event which required the Company to perform an quantitative goodwill impairment analysis. The results of this analysis indicated the Diagnostic segment's goodwill was impaired and was written down to $0.

expense were partially offset by increased legal fees.

All of the above contributed to the Diagnostics segment’sCompany's operating income of $17.9 million for the six months ended June 30, 2023, which included a non-cash impairment charge of $1.3 million largely related to equipment that will no longer be used in production, non-cash charges of $14.0 million for depreciation and amortization, and $5.0 million for stock-based compensation. The Company's operating loss of $31.6$37.6 million for the six months ended June 30, 2022 which included thea non-cash impairment charge of $8.5$10.5 million, non-cash charges of $3.6$7.5 million for depreciation and amortization, and $5.9$6.8 million for stock-based compensation. The Diagnostics segment operating loss also included a non-cash pre-tax benefit of $36,000 associated with the change in the fair value of acquisition-related contingent consideration. This is in comparison to an $1.0 million benefit recorded in the first half of 2021.

Molecular Solutions Segment

The gross profit margin for the Molecular Solutions segment was 47%

OTHER INCOME
Other income for the six months ended June 30, 20222023 was $4.1 million compared to 68% for the six months ended June 30, 2021. This decrease was due to an increase in reserves for excess inventory as result of a forecasted decline in demand and a less favorable product mix.

Research and development expenses increased 11% to $5.7$1.9 million for the six months ended June 30, 2022 from $5.1 million for the six months ended June 30, 20212022. This increase is largely due to higher staffing costs. Salesinterest income and marketing expenses increased 18% to $8.5 million for the six months ended June 30, 2022 from $7.2 million for the six months ended June 30, 2021 due to higher staffingreimbursement of costs related to increased head count, increased consulting expense associated with business strategy planning,incurred under our DOD expansion contract which are presented in research and an increase in travel costs as COVID-19 restrictions are lifted. These increases in expenses were partially offset by lower amortization expense associated with an intangible asset that was fully amortized at the enddevelopment expenses.

21

Table of 2021.ContentsGeneral and administrative expenses increased 58% to $12.1 million for the six months ended June 30, 2022 from $7.6 million for the six months ended June 30, 2021 due to increased legal fees and staffing costs.

Operating expenses for the Molecular segment also includes an impairment charge of $2.0 million for the six months ended June 30, 2022 associated with two idle manufacturing lines for which there are no projected cash flow and minimal resale or salvage value.

All of the above contributed to the Molecular Solutions segment’s operating loss of $5.7 million for the six months ended June 30, 2022, which included the non-cash impairment charge of $2.0 million, $3.8 million for depreciation and amortization and $924,000 for stock-based compensation.

CONSOLIDATED INCOME TAXES

We continue

The Company continues to believe the full valuation allowance established against ourits total U.S. deferred tax asset is appropriate as the facts and circumstances necessitating the allowance have not changed. For the six months ended June 30, 2022, we2023, the Company recorded U.S. state tax expense of $400,000$1.3 million compared to $115,000 of state income tax expense$0.4 million for the six months ended June 30, 2021. Additionally, in2022 and a foreign tax benefit of $1.6 million for the first halfsix months ended June 30, 2023 compared to foreign tax expense of $0.7 million for the six months ended June 30, 2022. The 2022 we recorded approximatelyforeign tax expense is also comprised of $1.7 million of withholding taxes due to the Canada Revenue Agency associated with our repatriation of $65.0 million of cash from Canada to the United States. ForThe 2023 U.S. state tax expense is higher due to higher expected US earnings while foreign income tax expense is lower due to lower expected foreign earnings.

Liquidity and Capital Resources
June 30, 2023December 31, 2022
(In thousands)
Cash and cash equivalents$185,936 $83,980 
Available-for-sale securities— 26,867 
Working capital295,147 256,127 
The Company's cash and cash equivalents and available-for-sale securities increased to $185.9 million at June 30, 2023 from $110.8 million at December 31, 2022. $72.1 million or 39% of the $185.9 million in cash and cash equivalents is held by DNAG, the Company's Canadian subsidiary. In 2022, the Company repatriated $65.0 million of cash into the United States and incurred $1.7 million of Canadian withholding tax. Further repatriation of cash from Canada into the United States could have additional adverse tax consequences. It is still the Company's intention going forward to continue to permanently reinvest the historical undistributed earnings of our foreign subsidiaries.
The Company's working capital increased to $295.1 million at June 30, 2023 from $256.1 million at December 31, 2022. Working capital increased primarily due to the increase in cash and cash equivalents and lower accounts payable balances. Working capital is primarily a function of sales, purchase volumes, inventory requirements, and vendor payment terms.
Analysis of Our Cash Flows
Operating Activities
During the six months ended June 30, 2022, we recorded foreign tax2023, net cash provided by operating activities was $63.3 million. Cash flows from operations can be significantly impacted by factors such as timing of receipt from customers, inventory purchases, and payments to vendors. The Company's net income of $22.4 included non-cash charges of depreciation and amortization expense of $665,000 compared to foreign tax$14.0 million, stock-based compensation expense of $10.0$5.0 million, impairment charges taken for idle equipment of $1.3 million and a non-cash deferred tax benefit of $1.8 million. Cash provided by the working capital accounts included a decrease in inventory of $22.6 million as we fulfilled demand for our InteliSwab® product in the first half of the year, a decrease in accounts receivable of $18.7 million largely associated with collections of monies due from the U.S. government for InteliSwab®shipments, a $5.5 million decrease in prepaid and other assets as the Company received payment of its Employee Retention Credit filed for in 2021. Offsetting these increases in cash is a decrease in accounts payable of $22.2 million and a decrease in accrued expenses of $1.3 million.
Investing Activities
Net cash provided by investing activities was $38.2 million for the six months ended June 30, 2021. This overall decrease2023, which reflects proceeds from the maturities of investments of $27.3 million, $17.8 million in foreign tax expense is largely a result of the decrease in income before taxes generated byreimbursement received under our Canadian subsidiary.

Liquidity and Capital Resources

 

 

June 30,

 

 

December 31,

 

 

 

2022

 

 

2021

 

 

 

(In thousands)

 

Cash and cash equivalents

 

$

66,159

 

 

$

116,762

 

Available for sale securities

 

 

29,625

 

 

 

53,288

 

Working capital

 

 

201,820

 

 

 

220,367

 

Our cash and cash equivalents and available-for-sale securities decreased to $95.8$109 million at June 30, 2022 from $170.1 million at December 31, 2021. Our working capital decreased to $201.8 million at June 30, 2022 from $220.4 million at December 31, 2021.

During the six months ended June 30, 2022, net cash used in operating activities was $45.5 million. Our net loss of $38.8 million included non-cash charges of $10.5 million associatedcontract with impairment charges taken against idle manufacturing lines and goodwill, depreciation and amortization expense of $7.5 million, stock-based compensation expense of $6.8 million, an inventory reserve of $2.0 million, and other non-cash expense of $1.2 million. Cash used to fund our working capital accounts included an increase in inventory of $20.4 million to meet

29


anticipated demand to support COVID-19 testing program, an increase in accounts receivable of $18.6 million largely associated with product shipped to the U.S. government a $4.1offset by $4.0 million increase in prepaid expensesto build additional manufacturing capacity as required by the contract, and other assets associated with tax installments made to the Canadian Revenue Agency and a $2.9 million decrease in accrued expensesto acquire property and other liabilities largely dueequipment to paymentsupport the normal operations of our 2021 bonuses and severance payments to our former CEO. Offsetting these usesthe business.

22

Table of cash was a $11.9 million increase in accounts payable due to the timing of invoices received and payments made.Contents

Financing Activities
Net cash used in investingfinancing activities was $2.3$2.0 million for the six months ended June 30, 2022, which reflects proceeds from the maturities and redemptions of investments of $23.0 million. This was offset by $25.4 million to acquire property and equipment largely to increase our manufacturing capacity.

Net cash used in financing activities was $2.5 million for the six months ended June 30, 2022,2023, which is largely comprised of $2.0$1.7 million used for the repurchase of common stock to satisfy withholding taxes related to the vesting of restricted shares awarded to ourthe Company's employees.

We expect current balances of

Resources
The Company expects existing cash and cash equivalents and available-for-sale securities towill be sufficient to fund our currentits operating expenses and capital needs as well as those arisingexpenditure requirements over the next twelve months. OurThe Company's cash requirements, however, may vary materially from those now planned due to many factors, including, but not limited to, the timing of reimbursement under ourits $109 million DOD contract, the scope and timing of future strategic acquisitions, the progress of ourits research and development programs, the scope and results of clinical testing, the cost of any future litigation, the magnitude of capital expenditures, changes in existing and potential relationships with business partners, the timing and cost of obtaining regulatory approvals, the timing and cost of future stock purchases, the costs involved in obtaining and enforcing patents, proprietary rights and any necessary licenses, the cost and timing of expansion of sales and marketing activities, market acceptance of new products, competing technological and market developments, the impact of the current economic environment and other factors. In addition, $74.7 million or 78% of our $95.8 million in cash, cash equivalents and available-for-sale securities belongs to our Canadian subsidiary. In the first quarter of 2022, we repatriated $65.0 million of cash from Canada into the United States and incurred approximately $1.7 million of Canadian withholding tax. Further repatriation of cash from Canada into the United States could have additional adverse tax consequences. It is our intention going forward to continue to permanently reinvest the historical undistributed earnings of our foreign subsidiaries.

A summary of ourthe Company's obligations to make future payments under contracts existing at December 31, 20212022 is included in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, of ourits Annual Report on Form 10-K for the year ended December 31, 2021.2022. As of June 30, 2022,2023, there were no significant changes to this information.

Critical Accounting Policies and Estimates

This Management’s Discussion and Analysis of Financial Condition and Results of Operations discusses our consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires that we make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. On an on-going basis, we evaluate our judgments and estimates, including those related to the bad debts, customer sales returns, inventories, intangible assets, income taxes, revenue recognition, performance-based compensation, contingencies and litigation. We base our judgments and estimates on historical experience and on various other factors that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

A more detailed review of ourthe Company's critical accounting policies is contained in ourits Annual Report on Form 10-K for the year ended December 31, 20212022 filed with the SEC. Except as presented below, noNo material changes have been made to such critical accounting policies during the six months ended June 30, 2022.

2023.

Goodwill

Goodwill is not amortized, but rather is tested annually for impairment or more frequently if we believe that indicators of impairment exist. Current generally accepted accounting principles permit us to make a qualitative evaluation about the likelihood of goodwill impairment and If it is determined that it is more likely than not that the fair value does not exceed the carrying amount, then a quantitative test is performed. The quantitative goodwill impairment test involves a comparison of the estimated fair value of the reporting unit to the respective carrying amount. An impairment charge is recognized in the amount by which the carrying amount exceeds the reporting unit’s fair value, provided the impairment charge does not exceed the total amount of goodwill allocated to the reporting unit.

The process of evaluating the potential impairment of goodwill is highly subjective and requires significant judgment, including the identification of reporting units, qualitative evaluation of events and circumstances to determine if it is more likely than not that an impairment exists, and, if necessary, the estimation of the fair value of the applicable reporting unit.

30


.

Item 3.QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We do not hold any amounts of derivative financial instruments or derivative commodity instruments and, accordingly, we have

There has been no material derivative risk to report under this Item.

As of June 30, 2022, we did not have any foreign currency exchange contracts or purchase currency options to hedge local currency cash flows. Sales denominated in foreign currencies comprised 3.5% of our total revenues for the six months ended June 30, 2022. We do have foreign currency exchange risk related to our operating subsidiaries in Canada and in Belgium. The principal foreign currencies in which we conduct business are the Canadian dollar and the Euro. Fluctuations in the exchange rate between the U.S. dollar and these foreign currencies could affect year-to-year comparability of operating results and cash flows. Our foreign subsidiaries had net assets, subject to translation, of $130.9 million in U.S. Dollars, which are included in the Company’s consolidated balance sheet as of June 30, 2022. A 10% unfavorable change in the Canadian-to-U.S. dollarCompany's assessment of its sensitivity to market risk since its presentation set forth in Item 7A, "Quantitative and Euro-to-U.S. dollar exchange rates would have decreased our comprehensive income by approximately $13.1 millionQualitative Disclosures About Market Risk," in its Annual Report on Form 10-K for the six monthsyear ended June 30,December 31, 2022.

Item 4.CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures. The Company’s management, with the participation of the Company’s Chief Executive Officer and Interim Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934) as of June 30, 2022.2023. Based on that evaluation, the Company’s management, including such officers, concluded that the Company’s disclosure controls and procedures were effective as of June 30, 20222023 to provide reasonable assurance that material information required to be disclosed by the Company in the reports that it files or submits under the Securities Exchange Act of 1934 was accumulated and communicated to the Company’s management, including the Chief Executive Officer and Interim Chief Financial Officer, to allow timely decisions regarding required disclosure and was recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission.

(b) Changes in Internal Control Over Financial Reporting. There was no change in the Company’s internal control over financial reporting that occurred during the three months ended June 30, 20222023 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
23

Table of Contents

PART II. OTHER INFORMATION

Item 1.LEGAL PROCEEDINGS

From time to time, we arethe Company is involved in certain legal actions arising in the ordinary course of business. In management’s opinion, based upon the advice of counsel, the outcomes of such actions are not expected, individually or in the aggregate, to have a material adverse effect on ourthe Company's future financial position or results of operations.

Spectrum Patent Litigation

In MarchJune 2021, wethe Company filed a complaint against Spectrum Solutions, LLC ("Spectrum") in the United States District Court for the Southern District of California alleging that certain saliva collection devices manufactured and sold by Spectrum infringe a patent held by DNAG. Spectrum has filed an answer to the initial complaint, asserting that its device does not infringe ourthe Company's patent and that ourthe Company's patent is invalid. In August 2021, wethe Company amended ourits complaint to add a second patent to this litigation. Spectrum responded to ourthe Company's amended complaint and asserted counterclaims for inequitable conduct and antitrust violations with respect to one of the patents in the litigation. DNAGlitigation and subsequently filed a request for review of the second patent at the Patent and Trademark Office ("PTO"), which was granted by the PTO. The District Court issued multiple pretrial orders, resolving the infringement, antitrust, and inequitable conduct claims without trial. First, the District Court granted Spectrum’s motion for summary judgment of noninfringement, holding that Spectrum’s saliva collection devices are not “kits for collecting and preserving a biological sample,” among other rulings. The Company has appealed the grant of summary judgment to the Court of Appeal on June 8, 2023. Second, the District Court denied Spectrum’s motion to dismissamend its allegations of alleged antitrust violations, finding that if such an amendment were allowed, Spectrum’s counterclaimsclaims would not survive a motion for summary judgment. Spectrum thereafter withdrew its antitrust and inequitable conduct counterclaims. Spectrum did not appeal the District Court's denial of its motion to amend. Both parties have filed motions seeking sanctions in October 2021, which was denied by the Court on March 30, 2022. On April 8, 2022,District Court. An inter partes review is currently pending before the Court assigned a new judge to preside overPTO regarding the matter, which vacated all dates for the trial. We await new dates to be set by the Court.second asserted patent.

Item 1A.RISK FACTORS

There have been no material changes to the risk factors disclosed in Item 1A, entitled “Risk Factors,” in ourthe Company's Annual Report on Form 10-K for the year ended December 31, 2021,2022, other than as set forth below.

Customer Concentration Creates Risk for Our Business.

An Impairment of Goodwill Could Reduce our Earnings.


One non-commercial customer accounted for 56%
Throughout the year, we consider whether any events or changes in the business environment have occurred which indicate that goodwill may be impaired. For example, a significant decline in the closing share price of our common stock and 39%market capitalization may suggest that the fair value of net consolidated revenuesour reporting unit has fallen below its carrying amount, indicating that an interim goodwill impairment test is required. We monitor changes in our stock price during interim periods between annual goodwill impairment tests and consider overall stock market conditions, the underlying reasons for the threedecline in our stock price, the significance of the decline, and six months ended June 30, 2022. We

31


expectthe duration of time that sales to the large non-commercial customer will continueour securities have been trading at a lower value.

While our stock price has experienced volatility, we have experienced a decline in its market capitalization as a result of a decline in our stock price. As of July 31, 2023 our market value was $346.5 million which is below our carrying value. If our stock price remains at such levels or deteriorates, our goodwill may be determined to be impaired and we would record a significant contributor to our net consolidated revenue. Certain parts of our business may continue tonon-cash impairment charge, which could have a high customer concentration and depend disproportionatelymaterial adverse effect on a few large customers. To the extent that such a large customers fail to meet their purchase commitments, change their ordering patterns or business strategies, or otherwise reduce their purchases or stop purchasing our products, or if we experience difficulty in meeting the high demand by these larger customers for our products, our revenues andconsolidated balance sheet, results of operations could be adversely affected.

or our stock price
24

Table of Contents

Item 2.UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

Period

 

Total number of
shares purchased

 

 

 

Average price
paid per Share

 

 

Total number of
shares purchased
as part of publicly
announced plans
or programs

 

 

Maximum number (or
approximate dollar value)
of shares that may yet be
repurchased under the plans
or programs
(1, 2)

 

April 1, 2022 - April 30, 2022

 

 

107,316

 

(3)

 

$

7.08

 

 

 

 

 

 

11,984,720

 

May 1, 2022 - May 31, 2022

 

 

21,979

 

(3)

 

 

5.17

 

 

 

 

 

 

11,984,720

 

June 1, 2022 - June 30, 2022

 

 

12,311

 

 

 

 

3.83

 

 

 

 

 

 

11,984,720

 

 

 

 

141,606

 

 

 

 

 

 

 

 

 

 

 

PeriodTotal number of
shares purchased
Average price
paid per Share
Total number of
shares purchased
as part of publicly
announced plans
or programs
Maximum number (or
approximate dollar value)
of shares that may yet be
repurchased under the plans
or programs (1, 2)
April 1, 2023 - April 30, 20237,945 (3)$2.77 — 11,984,720 
May 1, 2023 - May 31, 202386,825 (3)$1.96 — 11,984,720 
June 1, 2023 - June 30, 202364,353 (3)$4.10 — 11,984,720 
159,123
(1)
On August 5, 2008, ourthe Company's Board of Directors approved a share repurchase program pursuant to which we arethe Company is permitted to acquire up to $25.0 million of outstanding shares. This share repurchase program may be discontinued at any time.
(2)
This column represents the amount that remains available under the $25.0 million repurchase plan, as of the period indicated. We haveThe Company has made no commitment to purchase any shares under this plan.
(3)
Pursuant to the OraSure Technologies, Inc. Stock Award Plan, and in connection with the vesting of restricted and performance shares, these shares were retired to satisfy minimum tax withholdings.

Item 3.DEFAULTS UPON SENIOR SECURITIES

None

Item 4.MINE SAFETY DISCLOSURES

Not applicable

Item 5.OTHER INFORMATION
On May 25, 2023, Kathleen Weber, our Chief Product Officer, adopted a trading arrangement (the “Trading Plan”) intended to satisfy the affirmative defense conditions of Securities Exchange Act Rule 10b5-1(c) with respect to the sale of up to an aggregate of 64,129 shares of our common stock between August 30 and May 17, 2024 pursuant to the terms of the Trading Plan. The Trading Plan was entered into during an open insider trading window and is intended to satisfy the affirmative defense of Rule 10b5-1(c) under the Exchange Act and the Company’s policies regarding insider transactions.
The number of shares to be withheld, and thus the exact number of shares to be sold pursuant to Ms. Weber’s Trading Plan, can only be determined upon the occurrence of the future vesting events. For purposes of this disclosure, without subtracting any shares to be withheld upon future vesting events, the aggregate number of shares to be sold pursuant to Ms. Weber’s 10b5-1 Plan is 64,129 shares.
25

Item 6.    EXHIBITS

Exhibit
Number
Exhibit

Exhibit

Number

Exhibit

10.1**

Amended and Restated OraSure Technologies, Inc. 2000 Stock Award Plan is incorporated(incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed May 18, 2022.as filed.

  10.2**31.1*

  31.1*

Certification of Carrie Eglinton-Manner required by Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended.

31.2*

32.1*+

32.2*+

101.INS

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

101.SCH

Inline XBRL Taxonomy Extension Schema Document

101.CAL

Inline XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF

Inline XBRL Taxonomy Extension Definition Linkbase Document

101.LAB

Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE

Inline XBRL Taxonomy Extension Presentation Linkbase Document

Exhibit 104

Cover Page from the Company’s Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2021 has been formattedInteractive Data File (formatted as inline XBRL with applicable taxonomy extension information contained in Inline XBRLexhibits 101).

______________________
*Filed herewith

**Management contract or compensatory plan or arrangement.

+This certification is deemed not filed for purposes of section 18 of the Exchange Act or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act.

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SIGNATURES

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

ORASURE TECHNOLOGIES, INC.

/s/ Scott GleasonKenneth J. McGrath

Date: August 9, 2022

4, 2023

Kenneth J. McGrath

Scott Gleason

Chief Financial Officer

Senior Vice President, Investor Relations and Corporate Communications

(Principal Financial Officer)

/s/Michele M. MillerAnthony

Date: August 9, 2022

4, 2023

Michele M. MillerAnthony

Senior Vice President, Controller and Chief Accounting Officer

(Principal Accounting Officer)

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