Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2019 | May 02, 2019 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2019 | |
Document Fiscal Year Focus | 2019 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | OSUR | |
Entity Registrant Name | ORASURE TECHNOLOGIES INC | |
Entity Central Index Key | 0001116463 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 61,687,392 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Current Assets: | ||
Cash and cash equivalents | $ 69,516 | $ 88,438 |
Short-term investments | 77,474 | 68,134 |
Accounts receivable, net of allowance for doubtful accounts of $474 and $418 | 24,909 | 34,842 |
Inventories | 26,213 | 22,888 |
Prepaid expenses | 2,552 | 1,925 |
Other current assets | 4,674 | 3,085 |
Total current assets | 205,338 | 219,312 |
Noncurrent Assets: | ||
Property, plant and equipment, net | 25,970 | 24,299 |
Finance right-of-use assets, net | 1,339 | |
Operating right-of-use assets, net | 3,926 | |
Intangible assets, net | 12,929 | 5,137 |
Goodwill | 28,903 | 18,521 |
Long-term investments | 36,585 | 44,752 |
Other noncurrent assets | 3,935 | 3,550 |
Total noncurrent assets | 113,587 | 96,259 |
TOTAL ASSETS | 318,925 | 315,571 |
Current Liabilities: | ||
Accounts payable | 10,638 | 10,598 |
Deferred revenue | 4,234 | 3,521 |
Accrued expenses | 7,684 | 13,861 |
Finance lease liability | 393 | |
Operating lease liability | 721 | |
Acquisition-related contingent consideration obligation | 3,638 | |
Total current liabilities | 27,308 | 27,980 |
Noncurrent Liabilities: | ||
Finance lease liability | 930 | |
Operating lease liability | 3,445 | |
Acquisition-related contingent consideration obligation | 1,987 | |
Other noncurrent liabilities | 3,474 | 3,312 |
Deferred income taxes | 1,274 | 901 |
Total noncurrent liabilities | 11,110 | 4,213 |
TOTAL LIABILITIES | 38,418 | 32,193 |
Commitments and contingencies (Note 10) | ||
STOCKHOLDERS' EQUITY | ||
Preferred stock, par value $.000001, 25,000 shares authorized, none issued | ||
Common stock, par value $.000001, 120,000 shares authorized, 61,667 and 61,276 shares issued and outstanding | 0 | 0 |
Additional paid-in capital | 398,931 | 401,273 |
Accumulated other comprehensive loss | (15,977) | (18,706) |
Accumulated deficit | (102,447) | (99,189) |
Total stockholders' equity | 280,507 | 283,378 |
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY | $ 318,925 | $ 315,571 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Statement Of Financial Position [Abstract] | ||
Allowance for doubtful accounts | $ 474 | $ 418 |
Preferred stock, par value | $ 0.000001 | $ 0.000001 |
Preferred stock, shares authorized | 25,000,000 | 25,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.000001 | $ 0.000001 |
Common stock, shares authorized | 120,000,000 | 120,000,000 |
Common stock, shares issued | 61,667,000 | 61,276,000 |
Common stock, shares outstanding | 61,667,000 | 61,276,000 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
NET REVENUES: | ||
Total revenue | $ 30,122 | $ 41,987 |
COST OF PRODUCTS SOLD | 12,042 | 17,520 |
Gross profit | 18,080 | 24,467 |
OPERATING EXPENSES: | ||
Research and development | 4,371 | 4,075 |
Sales and marketing | 7,295 | 7,499 |
General and administrative | 8,930 | 13,391 |
Change in the estimated fair value of acquisition-related contingent consideration | 1,295 | |
Total operating expenses | 21,891 | 24,965 |
Operating loss | (3,811) | (498) |
OTHER INCOME | 524 | 412 |
Loss before income taxes | (3,287) | (86) |
INCOME TAX (BENEFIT) EXPENSE | (29) | 2,033 |
NET LOSS | $ (3,258) | $ (2,119) |
LOSS PER SHARE: | ||
BASIC | $ (0.05) | $ (0.03) |
DILUTED | $ (0.05) | $ (0.03) |
SHARES USED IN COMPUTING LOSS PER SHARE: | ||
BASIC | 61,531 | 60,865 |
DILUTED | 61,531 | 60,865 |
Products and Services [Member] | ||
NET REVENUES: | ||
Total revenue | $ 28,332 | $ 38,318 |
Other Revenues [Member] | ||
NET REVENUES: | ||
Total revenue | $ 1,790 | $ 3,669 |
Consolidated Statements of Comp
Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Statement Of Income And Comprehensive Income [Abstract] | ||
NET LOSS | $ (3,258) | $ (2,119) |
OTHER COMPREHENSIVE INCOME (LOSS) | ||
Currency translation adjustments | 2,232 | (2,154) |
Unrealized gain (loss) on marketable securities | 497 | (512) |
COMPREHENSIVE LOSS | $ (529) | $ (4,785) |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
OPERATING ACTIVITIES: | ||
Net loss | $ (3,258) | $ (2,119) |
Adjustments to reconcile net loss to net cash provided by operating activities: | ||
Stock-based compensation | 1,231 | 7,483 |
Depreciation and amortization | 1,726 | 1,868 |
Unrealized foreign currency (gain)/loss | 231 | (298) |
Interest expense on finance leases | 4 | |
Deferred income taxes | (85) | (141) |
Change in the estimated fair value of acquisition-related contingent consideration | 1,295 | |
Changes in assets and liabilities | ||
Accounts receivable | 10,541 | 14,206 |
Inventories | (2,917) | (1,661) |
Prepaid expenses and other assets | 416 | 2 |
Accounts payable | (253) | (1,115) |
Deferred revenue | 661 | 421 |
Accrued expenses and other liabilities | (9,064) | (11,010) |
Net cash provided by operating activities | 528 | 7,636 |
INVESTING ACTIVITIES: | ||
Purchases of investments | (44,954) | (57,765) |
Proceeds from maturities and redemptions of investments | 44,624 | 45,893 |
Purchases of property and equipment | (2,628) | (1,897) |
Acquisition of businesses, net of cash acquired | (13,256) | |
Net cash used in investing activities | (16,214) | (13,769) |
FINANCING ACTIVITIES: | ||
Repayments of loans | (724) | |
Cash payments for lease liability | (35) | |
Proceeds from exercise of stock options | 22 | 954 |
Repurchase of common stock | (3,595) | (2,959) |
Net cash used in financing activities | (4,332) | (2,005) |
EFFECT OF FOREIGN EXCHANGE RATE CHANGES ON CASH | 1,096 | (666) |
NET DECREASE IN CASH AND CASH EQUIVALENTS | (18,922) | (8,804) |
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD | 88,438 | 72,869 |
CASH AND CASH EQUIVALENTS, END OF PERIOD | 69,516 | 64,065 |
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: | ||
Cash paid for income taxes | 4,397 | 8,886 |
Non-cash investing and financing activities | ||
Accrued property and equipment purchases | 563 | 1,157 |
Unrealized gain (loss) on marketable securities | $ 497 | $ (512) |
The Company
The Company | 3 Months Ended |
Mar. 31, 2019 | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
The Company | 1. Our business is composed of two segments: our “OSUR” business consists of the development, manufacture, marketing and sale of oral fluid diagnostic products and specimen collection devices using our proprietary technologies, other diagnostic products including immunoassays and other in vitro Our OSUR diagnostic products include tests that are performed on a rapid basis at the point of care and tests that are processed in a laboratory. These products are sold in the United States and internationally to various clinical laboratories, hospitals, clinics, and other public health organizations, distributors, government agencies, physicians’ offices, and commercial and industrial entities. We also manufacture and sell medical devices used for the removal of benign skin lesions by cryosurgery or freezing. These cryosurgical products are sold in both professional and over-the-counter (“OTC”) markets in North America, Europe, Central and South America, and Australia. Our DNAG or molecular collection systems business is operated by our subsidiaries, DNA Genotek Inc. (“DNA Genotek”), CoreBiome Inc. (“CoreBiome”), and Novosanis NV (“Novosanis”). DNA Genotek’s specimen collection devices provide an all-in-one system for the collection, stabilization, transportation and storage of nucleic acids from human saliva and other sample types for genetic and microbiome applications. Novosanis’ Colli-Pee collection device is designed for the volumetric collection of first-void urine for use in research, screening and diagnostics for the liquid biopsy and sexually transmitted disease markets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of OraSure Technologies, Inc. (“OraSure”) and its wholly-owned subsidiaries, DNA Genotek, CoreBiome, and 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 accompanying consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of our 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 our Annual report on Form 10-K for the fiscal year ended December 31, 2018. Results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results of operations expected for the full year. Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable and inventories and assumptions utilized in impairment testing for intangible assets and goodwill, as well as calculations related to accruals, taxes, contingent consideration, and performance-based compensation expense, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis, using historical experience and other factors, which management believes to be reasonable under the circumstances, including the current economic environment. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment and other factors will be reflected in the financial statements in those future periods. Investments We consider all investments in debt securities to be available-for-sale securities. These securities consist of guaranteed investment certificates and corporate bonds with purchased maturities greater than ninety days. Available-for-sale debt 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. The following is a summary of our available-for-sale securities as of March 31, 2019 and December 31, 2018: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2019 Guaranteed investment certificates $ 23,730 $ — $ — $ 23,730 Corporate bonds 90,750 64 (485 ) 90,329 Total available-for-sale securities $ 114,480 $ 64 $ (485 ) $ 114,059 December 31, 2018 Guaranteed investment certificates $ 23,096 $ — $ — $ 23,096 Corporate bonds 90,707 — (917 ) 89,790 Total available-for-sale securities $ 113,803 $ — $ (917 ) $ 112,886 At March 31, 2019, maturities of our available-for-sale securities were as follows: Less than one year $ 77,804 $ 55 $ (385 ) $ 77,474 Greater than one year $ 36,676 $ 9 $ (100 ) $ 36,585 Fair Value of Financial Instruments As of March 31, 2019 and December 31, 2018, the carrying values of cash and cash equivalents, accounts receivable, and accounts payable 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; 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 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 our available-for-sale debt securities are measured as Level 1 instruments as of March 31, 2019 and December 31, 2018. Included in cash and cash equivalents at March 31, 2019 and December 31, 2018, was $9,458 and $21,631 invested in government money market funds and certificates of deposit. Both are measured as Level 1 instruments. We offer a nonqualified deferred compensation plan for certain eligible employees and members of our 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 assets Accounts Receivable Accounts receivable have been reduced by an estimated allowance for amounts that may become uncollectible in the future. This estimated allowance is based primarily on management’s evaluation of specific balances as they become past due, the financial condition of our customers and our historical experience related to write-offs. Inventories Inventories are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis, and consist of the following: March 31, 2019 December 31, 2018 Raw materials $ 15,951 $ 14,092 Work in process 489 544 Finished goods 9,773 8,252 $ 26,213 $ 22,888 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 to forty 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 March 31, 2019 and December 31, 2018 was $44,205 and $42,797, respectively. Intangible Assets . Intangible assets consist of customer lists, 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 March 31, 2019 and December 31, 2018 was $21,048 and $20,105, respectively. The change in intangibles from $5,137 as of December 31, 2018 to $12,929 as of March 31, 2019 is a result of intangibles acquired in our acquisitions of CoreBiome and Novosanis of $8,400 and $5 in foreign currency translation gain, less $613 in amortization expense. Goodwill Goodwill represents the excess of the purchase price we paid over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions of DNAG, CoreBiome, and Novosanis. Goodwill is not amortized but rather is tested annually for impairment or more frequently if we believe that indicators of impairment exist. Current U.S. generally accepted accounting principles permit us to make a qualitative evaluation about the likelihood of goodwill impairment. If we conclude that it is more likely than not that the carrying value of a reporting unit is greater than its fair value, then we would be required to recognize an impairment charge for 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 increase in goodwill from $18,521 as of December 31, 2018 to $28,903 as of March 31, 2019 is a result of the additional goodwill associated with our acquisitions of CoreBiome and Novosanis of $10,033 and an increase of $349 associated with foreign currency translation. All acquired goodwill has been allocated to our DNAG segment. Leases In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. We adopted this standard on January 1, 2019 on a modified retrospective basis and will not restate comparative amounts. Also, we elected the practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. Leases with an initial term of 12 months or less are not recognized on the balance sheet and the associated lease payments are included in the consolidated statements of operations on a straight-line basis over the lease term. As a result, on January 1, 2019, we recorded right-of-use assets of $4,027 and lease liabilities of $4,263 on our consolidated balance sheet Loss Per Share . Basic and diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is generally computed assuming the exercise or vesting of all dilutive securities such as common stock options, unvested performance stock units, and unvested restricted stock. 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. For the three months ended March 31, 2019 and 2018, outstanding common stock options, unvested performance units, and unvested restricted stock representing 779 and 1,648 shares, respectively, were excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive. 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 functional currency are included in our consolidated statements of operations in the period in which the change occurs. Net foreign exchange gains (losses) resulting from foreign currency transactions that are included in other income in our consolidated statements of operations were $(609) and $254 for the three months ended March 31, 2019 and 2018, respectively. Accumulated Other Comprehensive Income (Loss) We classify items of other comprehensive income (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’ 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 March 31, 2019 consists of $15,556 of currency translation adjustments and $421 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, 2018 consists of $17,789 of currency translation adjustments and $917 of net unrealized losses on marketable securities. Recent Accounting Pronouncements In June 2016, the FASB issued guidance on the measurement of credit losses, which requires measurement and recognition of expected credit losses for financial assets, including trade receivables and capital lease receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The method to determine a loss is different from the existing guidance, which requires a credit loss to be recognized when it is probable. The guidance is effective beginning in fiscal year 2021, with early adoption permitted beginning in fiscal year 2020. We are evaluating the impact this guidance will have on our consolidated financial statements. In February 2018, the FASB issued guidance allowing a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act. The guidance is effective in fiscal year 2020, with early adoption permitted, including adoption in an interim period. If elected, the reclassification can be applied in either the period of adoption or retrospectively to the period of the enactment of the U.S. Tax Cuts and Jobs Act (i.e., our first quarter of fiscal year 2018). We are evaluating the impact of this guidance and expect no impact to our consolidated financial statements. |
Business Combinations
Business Combinations | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Business Combinations | 3. Business Combinations On January 4, 2019, the Company acquired all of the outstanding stock of CoreBiome, pursuant to the terms of a merger agreement, dated January 3, 2019. Also on January 4, 2019, the Company, through a wholly-owned subsidiary, acquired all of the outstanding stock of Novosanis, pursuant to a share purchase agreement, dated January 3, 2019. We began operating these entities as of the January 4, 2019 closing date. The aggregate purchase price for both of these transactions approximated $13,359 adjusted for certain transaction costs, indebtedness, and holdback amounts, and was funded with cash on hand. A portion of the purchase price was deposited into escrow accounts for a limited period after closing, in order to secure the potential payment of certain indemnification obligations of the selling stockholders under each agreement noted above. During the three months ended March 31, 2019, we incurred a total of $597 of acquisition-related costs, including success-based investment banking fees and accounting, legal and other professional fees, related to both acquisitions, all of which were expensed and reported as a component of general and administrative expenses in the consolidated statement of operations for the three months ended March 31, 2019. Pursuant to our acquisition agreements, we may pay up to an additional $32,400 of contingent consideration over the next three years based on the achievement of certain performance criteria as defined under the agreements, including generating certain revenue dollars, the achievement of a large customer contract, and the development of certain new technology. The Company, with the assistance of an independent valuation specialist, utilized a Monte Carlo simulation to determine the estimated acquisition-date fair value of the acquisition-related contingent consideration of $4,350. The simulation calculates the The fair value measurement was based on significant inputs, including revenue forecasts, not observable in the market and thus represents a Level 3 measurement within the fair value hierarchy. The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: Assets Acquired Accounts receivable $ 791 Inventories 310 Other current assets 82 Property, plant, and equipment, net 414 Other assets 5 Acquired intangible assets 8,400 Goodwill 10,033 Total assets acquired 20,035 Liabilities Assumed Current liabilities 1,180 Notes payable, short-term 730 Deferred tax liability 445 Other long-term liabilities 74 Total liabilities assumed 2,429 Net Assets Acquired 17,606 Estimated fair value of contingent consideration (4,350 ) Net Cash Paid (net of cash acquired of $103) $ 13,256 The purchase price was allocated to the tangible assets and identifiable intangible assets acquired and liabilities assumed based on their acquisition-date estimate fair values. The identifiable intangible assets principally included developed technology, customer relationships, and tradenames, all of which are subject to amortization on a straight-line basis and are being amortized over estimated useful lives as summarized below: Estimated Useful Description Life (in yrs) Amount Developed Technology 10 $ 5,000 Customer relationships 10 2,200 Tradenames 8.34 1,200 Total acquired intangibles $ 8,400 The Company, with the assistance of an independent valuation specialist, assessed the fair value of the assets of CoreBiome and Novosanis. The income approach was used to value the acquired intangibles and the fair value measurements were primarily based on significant inputs that are not observable in the market and are considered Level 3 fair value measurements. The income approach estimates fair value for an asset based on the present value of cash flows projected to be generated by the asset. Projected cash flows are discounted at a required rate of return that reflects the relative risk of achieving the cash flows and the time value of money. The useful lives of the intangible assets were estimated based on the expected future economic benefit of the asset and are being amortized over the estimated useful life in proportion to the economic benefits consumed using the straight-line method. The amortization of intangible assets is not deductible for income tax purposes. Goodwill is calculated as the difference between the acquisition date fair value of the consideration transferred and the fair value of the net assets acquired, and represents the future economic benefits that we expect to achieve as a result of the acquisition. We believe the goodwill related to the acquisitions was a result of providing us a complementary service and product offering that will enable us to leverage those services and products with existing and new customers. The goodwill is not deductible for income tax purposes. All of the goodwill identified above has been allocated to our DNAG segment. We continue to evaluate the fair value of certain assets acquired and liabilities assumed, including the fair valuation of deferred tax assets acquired, related to the acquisition. Additional information, which existed as of the acquisition date, but was at that time unknown to us, may become known during the remainder of the measurement period. Changes to amounts recorded as a result of the final determination may result in a corresponding adjustment to these assets and liabilities, including goodwill. The determination of the estimated fair values of all assets acquired is expected to be completed within one year from the date of acquisition. Revenues from CoreBiome are primarily comprised of microbiome laboratory services that utilize optimal analytical algorithms to deliver speed and scalability in the lab with precise analytics. Revenues from Novosanis are primarily comprised of the sale of its Colli-Pee collection device which was designed for the standard collection of first-void urine used in the liquid biopsy and sexually transmitted infection screening market. For the three months ended March 31, 2019, combined revenues of $1,139 and a net loss of $1,502, associated with the operations of CoreBiome and Novosanis, were included in our consolidated statement of operations since the acquisition date. Effective as of January 4, 2019, the financial results of CoreBiome and Novosanis are included in our DNAG segment. Unaudited Pro Forma Financial Information The unaudited pro forma results presented below include the results of the CoreBiome and Novosanis acquisitions as if they had been consummated as of January 1, 2018. The unaudited pro forma results include the amortization associated with acquired intangible assets and the estimated tax effect of adjustments to income before income taxes but do not include changes in the fair value of our contingent consideration obligations. Material nonrecurring charges, directly attributable to the transactions, including direct acquisition costs, are also excluded. In addition, the unaudited pro forma results do not include any expected benefits of the acquisitions. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2018. Three Months Ended March 31, 2019 2018 Revenue $ 30,122 $ 42,391 Net loss (2,661 ) (3,489 ) Net loss per share, basic and diluted (0.04 ) (0.06 ) |
Revenues
Revenues | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Revenues | 4 . Revenues Revenues by product . The following table represents total net revenues by product line: Three Months Ended March 31, 2019 2018 OraQuick® $ 11,590 $ 13,005 Oragene® 5,152 15,929 ORAcollect® 3,225 1,159 Intercept® 1,842 1,915 Histofreezer® 2,213 2,354 Other products 4,310 3,956 Net product revenues 28,332 38,318 Royalty income 1,084 1,602 Research and development funding 422 1,538 Charitable support reimbursement 120 529 Grant funding 164 - Other revenues 1,790 3,669 Net revenues $ 30,122 $ 41,987 Revenues by geographic area . The following table represents total net revenues by geographic area, based on the location of the customer: Three Months Ended March 31, 2019 2018 United States $ 20,547 $ 30,986 Europe 2,447 2,897 Other regions 7,128 8,104 $ 30,122 $ 41,987 Customer and Vendor Concentrations . We had no significant customer concentrations (greater than 10%) in accounts receivable as of March 31, 2019 or December 31, 2018. One of our customers accounted for approximately 23% of our net consolidated revenues for the three months ended March 31, 2018. We had no customer concentrations in our net consolidated revenues for the three months ended March 31, 2019. We currently purchase certain products and critical components of our products from sole-supply vendors. If these vendors are unable or unwilling to supply the required components and products, we could be subject to increased costs and substantial delays in the delivery of our products to our customers. Also, our subsidiary, DNAG, uses two third-party suppliers to manufacture its 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 March 31, 2019 and December 31, 2018 includes customer prepayments of $2,763 and $2,057, respectively. Deferred revenue as of March 31, 2019 and December 31, 2018 also includes $ 1,471 |
Accrued Expenses
Accrued Expenses | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Accrued Expenses | 5 . Accrued Expenses March 31, 2019 December 31, 2018 Payroll and related benefits $ 4,699 $ 8,926 Professional fees 1,022 1,541 Income taxes payable 87 1,447 Other 1,876 1,947 $ 7,684 $ 13,861 |
Credit Facility
Credit Facility | 3 Months Ended |
Mar. 31, 2019 | |
Debt Disclosure [Abstract] | |
Credit Facility | 6 . Credit Facility On March 29, 2019, we terminated our credit agreement with a commercial bank which was entered into on September 30, 2016 and had a maturity date of September 30, 2019. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2019 | |
Lessee Disclosure [Abstract] | |
Leases | 7 . Leases In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. We adopted this standard on January 1, 2019 on a modified retrospective basis and will not restate comparative amounts. 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 March 31, 2019, we are the lessee in all agreements. Our leases have remaining lease terms of 1 to 8 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. The components of lease expense are as follows: Three months ended March 31, 2019 Operating Lease Cost $ 231 Finance Lease Cost Amortization of right-of use assets 39 Interest on lease liabilities 4 Total Finance Lease Cost $ 43 Lease cost for the three months ended March 31, 2018 was $342. Supplemental cash flow information related to leases is as follows: Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 228 Operating cash flows from financing leases 3 Financing cash flows from financing leases 35 Non-cash activity Right-of-use assets obtained in exchange for operating lease obligations 240 Right-of-use assets obtained in exchange for finance lease obligations 1,167 Supplemental balance sheet information related to leases is as follows: March 31, 2019 Operating Leases Right-of-use assets $ 3,926 Current lease liabilities 721 Non-current lease liabilities 3,445 Total operating lease liabilities $ 4,166 Finance Leases Right-of-use assets $ 1,339 Current lease liabilities 393 Non-current lease liabilities 930 Total finance lease liabilities $ 1,323 Weighted Average Remaining Lease Term Weighted-average remaining lease term—operating leases 5.34 Weighted-average remaining lease term—finance leases 3.57 Weighted Average Discount Rate Weighted-average discount rate—operating leases 4.24 % Weighted-average discount rate—finance leases 2.94 % As of March 31, 2019, minimum lease payments by period are expected to be as follows: Finance Operating 2019 (excluding the three months ended March 31, 2019) $ 315 $ 692 2020 421 949 2021 292 921 2022 291 896 2023 68 543 Thereafter - 812 1,387 4,813 less: imputed interest (64 ) (647 ) $ 1,323 $ 4,166 As of December 31, 2018, minimum lease payments under non-cancelable operating leases by period were expected to be as follows: 2019 $ 903 2020 902 2021 877 2022 850 2023 506 Thereafter 737 $ 4,775 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2019 | |
Equity [Abstract] | |
Stockholders' Equity | 8 . Stockholders’ Equity Reconciliation of the changes in stockholders' equity for the three months ended March 31, 2019 and 2018: Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Loss Deficit Total Balance at December 31, 2018 61,276 $ — $ 401,273 $ (18,706 ) $ (99,189 ) $ 283,378 Common stock issued upon exercise of options 4 — 22 — — 22 Vesting of restricted stock and performance stock units 664 — — — — — Purchase and retirement of common shares (277 ) — (3,595 ) — — (3,595 ) Compensation cost for restricted stock — — 653 — — 653 Compensation cost for stock option grants — — 324 — — 324 Compensation cost for performance stock units — — 254 — — 254 Net loss — — — — (3,258 ) (3,258 ) Currency translation adjustments 2,232 2,232 Unrealized gain on marketable securities — — — 497 — 497 Balance at March 31, 2019 61,667 $ — $ 398,931 $ (15,977 ) $ (102,447 ) $ 280,507 Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Loss Deficit Total Balance at December 31, 2017 60,662 $ — $ 387,931 $ (10,340 ) $ (119,510 ) $ 258,081 Adoption of ASU 2014-9 (76 ) (76 ) Common stock issued upon exercise of options 133 — 974 — — 974 Vesting of restricted stock and performance stock units 407 — — — — — Purchase and retirement of common shares (149 ) — (2,959 ) — — (2,959 ) Compensation cost for restricted stock — — 3,626 — — 3,626 Compensation cost for stock option grants — — 900 — — 900 Compensation cost for performance stock units — — 2,957 — — 2,957 Net loss — — — — (2,119 ) (2,119 ) Currency translation adjustments (2,154 ) (2,154 ) Unrealized loss on marketable securities — — — (512 ) — (512 ) Balance at March 31, 2018 61,053 $ — $ 393,429 $ (13,006 ) $ (121,705 ) $ 258,718 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 cost related to stock options for the three months ended March 31, 2019 and 2018 was $324 and $900, respectively. The following table summarizes the stock option activity for the three months ended March 31, 2019: Options Outstanding on January 1, 2019 1,083 Granted 204 Exercised (4 ) Expired (141 ) Forfeited — Outstanding on March 31, 2019 1,142 Compensation cost of $653 and $3,626 related to restricted shares was recognized during the three months ended March 31, 2019 and 2018, respectively. The following table summarizes time-vested restricted stock award and restricted stock unit activity for the three months ended March 31, 2019: Units Issued and unvested, January 1, 2019 357 Granted 231 Vested (159 ) Forfeited — Issued and unvested, March 31, 2019 429 We grant performance-based restricted stock units (“PSUs”) to certain executives. Vesting of these PSUs is dependent upon achievement of 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 in our service for three years from the grant date. Performance during the one-year period is based on a one-year earnings per share or income before income taxes target. If the one-year target is achieved, the PSUs will then vest three years from grant date. Performance during the three-year period will be based on achievement of a three-year compound annual growth rate for consolidated product revenues. 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 cost of $254 and $2,957 related to PSUs was recognized during the three months ended March 31, 2019 and 2018, respectively. The following table summarizes the PSU activity for the three months ended March 31, 2019: Units Issued and unvested, January 1, 2019 661 Granted 201 Performance adjustment 164 Vested (501 ) Forfeited — Issued and unvested, March 31, 2019 525 Modification of Grants Stock compensation costs for the three months ended March 31, 2018 include the additional expense associated with modifications of existing grants held by our retired President and Chief Executive Officer (“CEO”) and our Chief Financial Officer (“CFO”). These additional costs were 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. No shares were purchased and retired during the three months ended March 31, 2019 and 2018. |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2019 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 9 . Income Taxes During the three months ended March 31, 2019, we recorded an income tax benefit of $29. During the three months ended March 31, 2018, we recorded tax expense of $2,033. 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. 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 March 31, 2019 and December 31, 2018 since the facts and circumstances necessitating the allowance have not changed. As a result, no U.S. federal or state deferred income tax expense or benefit was recorded for the three month period ended March 31, 2019 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2019 | |
Commitments And Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 10 . Commitments and Contingencies Litigation From time to time, we are 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 our future financial position or results of operations. On February 6, 2017, DNA Genotek, Inc. (“DNAG”) entered into a settlement and license agreement (the “Settlement Agreement”) in order to settle certain patent infringement and breach of contract litigation against Ancestry.comDNA, LLC (“Ancestry”) and its contract manufacturer. This litigation was related to a saliva DNA collection device sold by Ancestry that was similar to products sold by DNAG. Under the terms of the Settlement Agreement, DNAG and Ancestry agreed to certain procedures for considering whether future versions of Ancestry’s saliva DNA collection product are covered by the DNAG patents licensed to Ancestry (the “Licensed Patents”) and thus subject to ongoing royalties under the Settlement Agreement. We are currently in a dispute with Ancestry regarding whether yet-to-be launched Ancestry products are covered by the Licensed Patents. In March 2019, Ancestry filed a Dispute Notice and Request for Arbitration (the “Notice”) with an alternative dispute resolution services provider in order to initiate a binding arbitration proceeding pursuant to the Settlement Agreement. DNAG has denied the allegations contained in the Notice and has asserted that the potential new Ancestry products are covered by the Licensed Patents and would be subject to ongoing royalties if such products are commercialized by Ancestry. This proceeding is still in the early stages, and a full panel of arbitrators has not yet been appointed. The arbitration proceeding is expected to be completed within six months after the arbitrators are empaneled. Although we are confident in our position and intend to defend this matter vigorously, we cannot predict with certainty whether we will ultimately prevail in this matter and whether we will continue to receive royalties from Ancestry in the future. |
Transition Costs
Transition Costs | 3 Months Ended |
Mar. 31, 2019 | |
Transition Costs [Abstract] | |
Transition Costs | 11 . Transition Costs In January 2018, we announced the retirement of Douglas A. Michels, our then President and CEO, and Ronald H. Spair, our then CFO and Chief Operating Officer. Stephen S. Tang, Ph.D., who served as Chairman of the Board of Directors (the “Board”), was appointed as the Company’s new President and CEO, effective as of April 1, 2018. Dr. Tang replaced Mr. Michels, who retired as President and CEO, and as a member of the Board, on March 31, 2018. In addition, Roberto Cuca was appointed as the Company’s new CFO, effective June 8, 2018. Mr. Cuca replaced Mr. Spair, who retired as CFO and Chief Operating Officer, and as a member of our Board of Directors, on that same date. Charges associated with these transitions were $6,440 during the first quarter of 2018 and are included in general and administrative expenses in the accompanying consolidated statement of operations. These charges primarily reflect non-cash charges associated with modifications to existing stock grants held by the retiring executives and expenses associated with the onboarding of the Company’s new President and CEO. No related transition costs were recorded during the three months ended March 31, 2019. |
Business Segment Information
Business Segment Information | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Business Segment Information | 1 2 . Business Segment Information Our business consists of two segments: our “OSUR” business consists of the development, manufacture, marketing and sale of oral fluid diagnostic products and specimen collection devices using our proprietary technologies, other diagnostic products including immunoassays and other in vitro We organized our operating segments according to the nature of the products included in those segments. The accounting policies of the segments are the same as those described in the summary of significant accounting policies (see Note 2). 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. Operating income (loss) for the three months ended March 31, 2018 has been modified to conform to the classification of the intercompany service fee presentation for 2019. Beginning with the first quarter of 2019, we have included the fees for intercompany services in our segment operating income (loss) in order to more accurately reflect the results of each segment. The following table summarizes operating segment information for the three months ended March 31, 2019 and 2018, and asset information as of March 31, 2019 and December 31, 2018: Three Months Ended March 31, 2019 2018 Net revenues: OSUR $ 18,233 $ 22,024 DNAG 11,889 19,963 Total $ 30,122 $ 41,987 Operating income (loss): OSUR $ (3,499 ) $ (8,644 ) DNAG (312 ) 8,146 Total $ (3,811 ) $ (498 ) Depreciation and amortization: OSUR $ 822 $ 1,011 DNAG 904 857 Total $ 1,726 $ 1,868 Capital expenditures: OSUR $ 1,929 $ 1,416 DNAG 699 481 Total $ 2,628 $ 1,897 March 31, 2019 December 31, 2018 Total assets: OSUR $ 171,481 $ 190,178 DNAG 147,444 125,393 Total $ 318,925 $ 315,571 |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Principles of Consolidation and Basis of Presentation | Principles of Consolidation and Basis of Presentation The consolidated financial statements include the accounts of OraSure Technologies, Inc. (“OraSure”) and its wholly-owned subsidiaries, DNA Genotek, CoreBiome, and 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 accompanying consolidated financial statements are unaudited and, in the opinion of management, include all adjustments (consisting only of normal and recurring adjustments) necessary for a fair presentation of our 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 our Annual report on Form 10-K for the fiscal year ended December 31, 2018. Results of operations for the three months ended March 31, 2019 are not necessarily indicative of the results of operations expected for the full year. |
Use of Estimates | Use of Estimates The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions about future events. These estimates and underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. Such estimates include the valuation of accounts receivable and inventories and assumptions utilized in impairment testing for intangible assets and goodwill, as well as calculations related to accruals, taxes, contingent consideration, and performance-based compensation expense, among others. These estimates and assumptions are based on management’s best estimates and judgment. Management evaluates its estimates and assumptions on an ongoing basis, using historical experience and other factors, which management believes to be reasonable under the circumstances, including the current economic environment. As future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Changes in those estimates resulting from continuing changes in the economic environment and other factors will be reflected in the financial statements in those future periods. |
Investments | Investments We consider all investments in debt securities to be available-for-sale securities. These securities consist of guaranteed investment certificates and corporate bonds with purchased maturities greater than ninety days. Available-for-sale debt 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. The following is a summary of our available-for-sale securities as of March 31, 2019 and December 31, 2018: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2019 Guaranteed investment certificates $ 23,730 $ — $ — $ 23,730 Corporate bonds 90,750 64 (485 ) 90,329 Total available-for-sale securities $ 114,480 $ 64 $ (485 ) $ 114,059 December 31, 2018 Guaranteed investment certificates $ 23,096 $ — $ — $ 23,096 Corporate bonds 90,707 — (917 ) 89,790 Total available-for-sale securities $ 113,803 $ — $ (917 ) $ 112,886 At March 31, 2019, maturities of our available-for-sale securities were as follows: Less than one year $ 77,804 $ 55 $ (385 ) $ 77,474 Greater than one year $ 36,676 $ 9 $ (100 ) $ 36,585 |
Fair Value of Financial Instruments | Fair Value of Financial Instruments As of March 31, 2019 and December 31, 2018, the carrying values of cash and cash equivalents, accounts receivable, and accounts payable 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; 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 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 our available-for-sale debt securities are measured as Level 1 instruments as of March 31, 2019 and December 31, 2018. Included in cash and cash equivalents at March 31, 2019 and December 31, 2018, was $9,458 and $21,631 invested in government money market funds and certificates of deposit. Both are measured as Level 1 instruments. We offer a nonqualified deferred compensation plan for certain eligible employees and members of our 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 assets |
Accounts Receivable | Accounts Receivable Accounts receivable have been reduced by an estimated allowance for amounts that may become uncollectible in the future. This estimated allowance is based primarily on management’s evaluation of specific balances as they become past due, the financial condition of our customers and our historical experience related to write-offs. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis, and consist of the following: March 31, 2019 December 31, 2018 Raw materials $ 15,951 $ 14,092 Work in process 489 544 Finished goods 9,773 8,252 $ 26,213 $ 22,888 |
Property, Plant and Equipment | 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 to forty 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 March 31, 2019 and December 31, 2018 was $44,205 and $42,797, respectively. |
Intangible Assets | Intangible Assets . Intangible assets consist of customer lists, 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 March 31, 2019 and December 31, 2018 was $21,048 and $20,105, respectively. The change in intangibles from $5,137 as of December 31, 2018 to $12,929 as of March 31, 2019 is a result of intangibles acquired in our acquisitions of CoreBiome and Novosanis of $8,400 and $5 in foreign currency translation gain, less $613 in amortization expense. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price we paid over the fair value of the net tangible and identifiable intangible assets acquired and liabilities assumed in our acquisitions of DNAG, CoreBiome, and Novosanis. Goodwill is not amortized but rather is tested annually for impairment or more frequently if we believe that indicators of impairment exist. Current U.S. generally accepted accounting principles permit us to make a qualitative evaluation about the likelihood of goodwill impairment. If we conclude that it is more likely than not that the carrying value of a reporting unit is greater than its fair value, then we would be required to recognize an impairment charge for 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 increase in goodwill from $18,521 as of December 31, 2018 to $28,903 as of March 31, 2019 is a result of the additional goodwill associated with our acquisitions of CoreBiome and Novosanis of $10,033 and an increase of $349 associated with foreign currency translation. All acquired goodwill has been allocated to our DNAG segment. |
Leases | Leases In February 2016, the FASB issued ASU No. 2016-02, Leases. The standard requires lessees to recognize lease assets and lease liabilities on the balance sheet and requires expanded disclosures about leasing arrangements. We adopted this standard on January 1, 2019 on a modified retrospective basis and will not restate comparative amounts. Also, we elected the practical expedients permitted under the transition guidance, which allows us to carryforward our historical lease classification, our assessment on whether a contract is or contains a lease, and our initial direct costs for any leases that exist prior to adoption of the new standard. Leases with an initial term of 12 months or less are not recognized on the balance sheet and the associated lease payments are included in the consolidated statements of operations on a straight-line basis over the lease term. As a result, on January 1, 2019, we recorded right-of-use assets of $4,027 and lease liabilities of $4,263 on our consolidated balance sheet |
Loss Per Share | Loss Per Share . Basic and diluted loss per share is computed by dividing net loss by the weighted-average number of shares of common stock outstanding during the period. Diluted loss per share is generally computed assuming the exercise or vesting of all dilutive securities such as common stock options, unvested performance stock units, and unvested restricted stock. 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. For the three months ended March 31, 2019 and 2018, outstanding common stock options, unvested performance units, and unvested restricted stock representing 779 and 1,648 shares, respectively, were excluded from the computation of diluted earnings per share as their inclusion would have been anti-dilutive. |
Foreign Currency Translation | 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 functional currency are included in our consolidated statements of operations in the period in which the change occurs. Net foreign exchange gains (losses) resulting from foreign currency transactions that are included in other income in our consolidated statements of operations were $(609) and $254 for the three months ended March 31, 2019 and 2018, respectively. |
Accumulated Other Comprehensive Income (Loss) | Accumulated Other Comprehensive Income (Loss) We classify items of other comprehensive income (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’ 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 March 31, 2019 consists of $15,556 of currency translation adjustments and $421 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, 2018 consists of $17,789 of currency translation adjustments and $917 of net unrealized losses on marketable securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In June 2016, the FASB issued guidance on the measurement of credit losses, which requires measurement and recognition of expected credit losses for financial assets, including trade receivables and capital lease receivables, held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. The method to determine a loss is different from the existing guidance, which requires a credit loss to be recognized when it is probable. The guidance is effective beginning in fiscal year 2021, with early adoption permitted beginning in fiscal year 2020. We are evaluating the impact this guidance will have on our consolidated financial statements. In February 2018, the FASB issued guidance allowing a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the U.S. Tax Cuts and Jobs Act. The guidance is effective in fiscal year 2020, with early adoption permitted, including adoption in an interim period. If elected, the reclassification can be applied in either the period of adoption or retrospectively to the period of the enactment of the U.S. Tax Cuts and Jobs Act (i.e., our first quarter of fiscal year 2018). We are evaluating the impact of this guidance and expect no impact to our consolidated financial statements. |
Revenues by Product | Revenues by product . The following table represents total net revenues by product line: Three Months Ended March 31, 2019 2018 OraQuick® $ 11,590 $ 13,005 Oragene® 5,152 15,929 ORAcollect® 3,225 1,159 Intercept® 1,842 1,915 Histofreezer® 2,213 2,354 Other products 4,310 3,956 Net product revenues 28,332 38,318 Royalty income 1,084 1,602 Research and development funding 422 1,538 Charitable support reimbursement 120 529 Grant funding 164 - Other revenues 1,790 3,669 Net revenues $ 30,122 $ 41,987 |
Revenues by Geographic Area | Revenues by geographic area . The following table represents total net revenues by geographic area, based on the location of the customer: Three Months Ended March 31, 2019 2018 United States $ 20,547 $ 30,986 Europe 2,447 2,897 Other regions 7,128 8,104 $ 30,122 $ 41,987 |
Customer and Vendor Concentrations | Customer and Vendor Concentrations . We had no significant customer concentrations (greater than 10%) in accounts receivable as of March 31, 2019 or December 31, 2018. One of our customers accounted for approximately 23% of our net consolidated revenues for the three months ended March 31, 2018. We had no customer concentrations in our net consolidated revenues for the three months ended March 31, 2019. We currently purchase certain products and critical components of our products from sole-supply vendors. If these vendors are unable or unwilling to supply the required components and products, we could be subject to increased costs and substantial delays in the delivery of our products to our customers. Also, our subsidiary, DNAG, uses two third-party suppliers to manufacture its 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 | Deferred Revenue . We record deferred revenue when funds are received prior to the recognition of the associated revenue. Deferred revenue as of March 31, 2019 and December 31, 2018 includes customer prepayments of $2,763 and $2,057, respectively. Deferred revenue as of March 31, 2019 and December 31, 2018 also includes $ 1,471 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Accounting Policies [Abstract] | |
Summary of Available-for-sale Securities | The following is a summary of our available-for-sale securities as of March 31, 2019 and December 31, 2018: Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value March 31, 2019 Guaranteed investment certificates $ 23,730 $ — $ — $ 23,730 Corporate bonds 90,750 64 (485 ) 90,329 Total available-for-sale securities $ 114,480 $ 64 $ (485 ) $ 114,059 December 31, 2018 Guaranteed investment certificates $ 23,096 $ — $ — $ 23,096 Corporate bonds 90,707 — (917 ) 89,790 Total available-for-sale securities $ 113,803 $ — $ (917 ) $ 112,886 At March 31, 2019, maturities of our available-for-sale securities were as follows: Less than one year $ 77,804 $ 55 $ (385 ) $ 77,474 Greater than one year $ 36,676 $ 9 $ (100 ) $ 36,585 |
Schedule of Inventories | Inventories are stated at the lower of cost or net realizable value with cost determined on a first-in, first-out basis, and consist of the following: March 31, 2019 December 31, 2018 Raw materials $ 15,951 $ 14,092 Work in process 489 544 Finished goods 9,773 8,252 $ 26,213 $ 22,888 |
Business Combinations (Tables)
Business Combinations (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Business Combinations [Abstract] | |
Summary of Preliminary Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed as of the acquisition date: Assets Acquired Accounts receivable $ 791 Inventories 310 Other current assets 82 Property, plant, and equipment, net 414 Other assets 5 Acquired intangible assets 8,400 Goodwill 10,033 Total assets acquired 20,035 Liabilities Assumed Current liabilities 1,180 Notes payable, short-term 730 Deferred tax liability 445 Other long-term liabilities 74 Total liabilities assumed 2,429 Net Assets Acquired 17,606 Estimated fair value of contingent consideration (4,350 ) Net Cash Paid (net of cash acquired of $103) $ 13,256 |
Summary of Identifiable Intangible Assets Subject to Amortization on Straight-line Basis and Being Amortized over Estimated Useful Lives | The identifiable intangible assets principally included developed technology, customer relationships, and tradenames, all of which are subject to amortization on a straight-line basis and are being amortized over estimated useful lives as summarized below: Estimated Useful Description Life (in yrs) Amount Developed Technology 10 $ 5,000 Customer relationships 10 2,200 Tradenames 8.34 1,200 Total acquired intangibles $ 8,400 |
Summary of Unaudited Pro Forma Financial Information | The unaudited pro forma results presented below include the results of the CoreBiome and Novosanis acquisitions as if they had been consummated as of January 1, 2018. The unaudited pro forma results include the amortization associated with acquired intangible assets and the estimated tax effect of adjustments to income before income taxes but do not include changes in the fair value of our contingent consideration obligations. Material nonrecurring charges, directly attributable to the transactions, including direct acquisition costs, are also excluded. In addition, the unaudited pro forma results do not include any expected benefits of the acquisitions. Accordingly, the unaudited pro forma results are not necessarily indicative of either future results of operations or results that might have been achieved had the acquisitions been consummated as of January 1, 2018. Three Months Ended March 31, 2019 2018 Revenue $ 30,122 $ 42,391 Net loss (2,661 ) (3,489 ) Net loss per share, basic and diluted (0.04 ) (0.06 ) |
Revenues (Tables)
Revenues (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Revenue From Contract With Customer [Abstract] | |
Disaggregation of Revenue by Product and Geographic Area | Revenues by product . The following table represents total net revenues by product line: Three Months Ended March 31, 2019 2018 OraQuick® $ 11,590 $ 13,005 Oragene® 5,152 15,929 ORAcollect® 3,225 1,159 Intercept® 1,842 1,915 Histofreezer® 2,213 2,354 Other products 4,310 3,956 Net product revenues 28,332 38,318 Royalty income 1,084 1,602 Research and development funding 422 1,538 Charitable support reimbursement 120 529 Grant funding 164 - Other revenues 1,790 3,669 Net revenues $ 30,122 $ 41,987 Revenues by geographic area . The following table represents total net revenues by geographic area, based on the location of the customer: Three Months Ended March 31, 2019 2018 United States $ 20,547 $ 30,986 Europe 2,447 2,897 Other regions 7,128 8,104 $ 30,122 $ 41,987 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Payables And Accruals [Abstract] | |
Schedule of Accrued Expenses | March 31, 2019 December 31, 2018 Payroll and related benefits $ 4,699 $ 8,926 Professional fees 1,022 1,541 Income taxes payable 87 1,447 Other 1,876 1,947 $ 7,684 $ 13,861 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Lessee Disclosure [Abstract] | |
Summary of Components of Lease Expense | The components of lease expense are as follows: Three months ended March 31, 2019 Operating Lease Cost $ 231 Finance Lease Cost Amortization of right-of use assets 39 Interest on lease liabilities 4 Total Finance Lease Cost $ 43 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases is as follows: Three months ended March 31, 2019 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases $ 228 Operating cash flows from financing leases 3 Financing cash flows from financing leases 35 Non-cash activity Right-of-use assets obtained in exchange for operating lease obligations 240 Right-of-use assets obtained in exchange for finance lease obligations 1,167 |
Summary of Supplemental Balance Sheet Information Related to Leases | Supplemental balance sheet information related to leases is as follows: March 31, 2019 Operating Leases Right-of-use assets $ 3,926 Current lease liabilities 721 Non-current lease liabilities 3,445 Total operating lease liabilities $ 4,166 Finance Leases Right-of-use assets $ 1,339 Current lease liabilities 393 Non-current lease liabilities 930 Total finance lease liabilities $ 1,323 |
Summary of Lease Term and Discount Rate | Weighted Average Remaining Lease Term Weighted-average remaining lease term—operating leases 5.34 Weighted-average remaining lease term—finance leases 3.57 Weighted Average Discount Rate Weighted-average discount rate—operating leases 4.24 % Weighted-average discount rate—finance leases 2.94 % |
Schedule of Minimum Lease Payments by Period Expected | As of March 31, 2019, minimum lease payments by period are expected to be as follows: Finance Operating 2019 (excluding the three months ended March 31, 2019) $ 315 $ 692 2020 421 949 2021 292 921 2022 291 896 2023 68 543 Thereafter - 812 1,387 4,813 less: imputed interest (64 ) (647 ) $ 1,323 $ 4,166 |
Schedule of Minimum Lease Payments under Non-Cancelable Operating Leases | As of December 31, 2018, minimum lease payments under non-cancelable operating leases by period were expected to be as follows: 2019 $ 903 2020 902 2021 877 2022 850 2023 506 Thereafter 737 $ 4,775 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Summary of Reconciliation of Changes in Stockholders' Equity | Reconciliation of the changes in stockholders' equity for the three months ended March 31, 2019 and 2018: Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Loss Deficit Total Balance at December 31, 2018 61,276 $ — $ 401,273 $ (18,706 ) $ (99,189 ) $ 283,378 Common stock issued upon exercise of options 4 — 22 — — 22 Vesting of restricted stock and performance stock units 664 — — — — — Purchase and retirement of common shares (277 ) — (3,595 ) — — (3,595 ) Compensation cost for restricted stock — — 653 — — 653 Compensation cost for stock option grants — — 324 — — 324 Compensation cost for performance stock units — — 254 — — 254 Net loss — — — — (3,258 ) (3,258 ) Currency translation adjustments 2,232 2,232 Unrealized gain on marketable securities — — — 497 — 497 Balance at March 31, 2019 61,667 $ — $ 398,931 $ (15,977 ) $ (102,447 ) $ 280,507 Common Stock Additional Paid-in Accumulated Other Comprehensive Accumulated Shares Amount Capital Loss Deficit Total Balance at December 31, 2017 60,662 $ — $ 387,931 $ (10,340 ) $ (119,510 ) $ 258,081 Adoption of ASU 2014-9 (76 ) (76 ) Common stock issued upon exercise of options 133 — 974 — — 974 Vesting of restricted stock and performance stock units 407 — — — — — Purchase and retirement of common shares (149 ) — (2,959 ) — — (2,959 ) Compensation cost for restricted stock — — 3,626 — — 3,626 Compensation cost for stock option grants — — 900 — — 900 Compensation cost for performance stock units — — 2,957 — — 2,957 Net loss — — — — (2,119 ) (2,119 ) Currency translation adjustments (2,154 ) (2,154 ) Unrealized loss on marketable securities — — — (512 ) — (512 ) Balance at March 31, 2018 61,053 $ — $ 393,429 $ (13,006 ) $ (121,705 ) $ 258,718 |
Summary of Company's Stock Option Activity | The following table summarizes the stock option activity for the three months ended March 31, 2019: Options Outstanding on January 1, 2019 1,083 Granted 204 Exercised (4 ) Expired (141 ) Forfeited — Outstanding on March 31, 2019 1,142 |
Summary of Time-Vested Restricted Stock Award and Restricted Stock Units Activity | The following table summarizes time-vested restricted stock award and restricted stock unit activity for the three months ended March 31, 2019: Units Issued and unvested, January 1, 2019 357 Granted 231 Vested (159 ) Forfeited — Issued and unvested, March 31, 2019 429 |
Performance Based Restricted Stock Unit [Member] | |
Summary of Performance Based Restricted Stock Unit Award Activity | The following table summarizes the PSU activity for the three months ended March 31, 2019: Units Issued and unvested, January 1, 2019 661 Granted 201 Performance adjustment 164 Vested (501 ) Forfeited — Issued and unvested, March 31, 2019 525 |
Business Segment Information (T
Business Segment Information (Tables) | 3 Months Ended |
Mar. 31, 2019 | |
Segment Reporting [Abstract] | |
Summary of Operating Segment and Asset Information | The following table summarizes operating segment information for the three months ended March 31, 2019 and 2018, and asset information as of March 31, 2019 and December 31, 2018: Three Months Ended March 31, 2019 2018 Net revenues: OSUR $ 18,233 $ 22,024 DNAG 11,889 19,963 Total $ 30,122 $ 41,987 Operating income (loss): OSUR $ (3,499 ) $ (8,644 ) DNAG (312 ) 8,146 Total $ (3,811 ) $ (498 ) Depreciation and amortization: OSUR $ 822 $ 1,011 DNAG 904 857 Total $ 1,726 $ 1,868 Capital expenditures: OSUR $ 1,929 $ 1,416 DNAG 699 481 Total $ 2,628 $ 1,897 March 31, 2019 December 31, 2018 Total assets: OSUR $ 171,481 $ 190,178 DNAG 147,444 125,393 Total $ 318,925 $ 315,571 |
The Company - Additional Inform
The Company - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019Segment | |
Organization Consolidation And Presentation Of Financial Statements [Abstract] | |
Number of Segments of company | 2 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Summary of Available-for-sale Securities (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | $ 114,480 | $ 113,803 |
Gross Unrealized Gains | 64 | 0 |
Gross Unrealized Losses | (485) | (917) |
Fair Value | 114,059 | 112,886 |
Guaranteed Investment Certificates [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 23,730 | 23,096 |
Gross Unrealized Gains | 0 | 0 |
Fair Value | 23,730 | 23,096 |
Corporate Bonds [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 90,750 | 90,707 |
Gross Unrealized Gains | 64 | 0 |
Gross Unrealized Losses | (485) | (917) |
Fair Value | 90,329 | $ 89,790 |
Less Than One Year [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 77,804 | |
Gross Unrealized Gains | 55 | |
Gross Unrealized Losses | (385) | |
Fair Value | 77,474 | |
Greater Than One Year [Member] | ||
Schedule of Available-for-sale Securities [Line Items] | ||
Amortized Cost | 36,676 | |
Gross Unrealized Gains | 9 | |
Gross Unrealized Losses | (100) | |
Fair Value | $ 36,585 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2019 | Mar. 31, 2018 | Jan. 04, 2019 | Jan. 01, 2019 | Dec. 31, 2018 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cash and cash equivalents | $ 69,516 | $ 88,438 | |||
Fair value of plan assets | 4,147 | 3,884 | |||
Accumulated depreciation of property and equipment | 44,205 | 42,797 | |||
Accumulated amortization of intangible assets | 21,048 | 20,105 | |||
Intangible Assets, Net | 12,929 | 5,137 | |||
Intangible Assets, Accumulated Amortization | 613 | ||||
Amount of goodwill at period end | 28,903 | 18,521 | |||
Increase in goodwill associated with foreign currency translation | 349 | ||||
Right-of-use assets | $ 4,027 | ||||
Lease liabilities | $ 4,263 | ||||
Net foreign exchange gains (losses) | (609) | $ 254 | |||
Accumulated foreign currency adjustments included in other comprehensive loss amounted | 15,556 | 17,789 | |||
Unrealized loss on marketable securities | $ 421 | 917 | |||
Common Stock Options, Unvested Performance Units, and Unvested Restricted Stock [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Number of anti-dilutive securities excluded from EPS computation | 779 | 1,648 | |||
Corebiome [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Intangible Assets, Foreign currency translation | $ 8,400 | ||||
Novosanis [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Intangible Assets, Foreign currency translation | 5 | ||||
Corebiome Inc. and Novosanis NV [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Amount of goodwill at period end | $ 10,033 | ||||
Goodwill, acquired during period | $ 10,033 | ||||
Minimum [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life of Intangible assets | 5 years | ||||
Minimum [Member] | Buildings [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 20 years | ||||
Minimum [Member] | Computer Equipment [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 2 years | ||||
Minimum [Member] | Machinery and Equipment [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 2 years | ||||
Minimum [Member] | Furniture and Fixtures [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 2 years | ||||
Maximum [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Useful life of Intangible assets | 15 years | ||||
Maximum [Member] | Buildings [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 40 years | ||||
Maximum [Member] | Computer Equipment [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 10 years | ||||
Maximum [Member] | Machinery and Equipment [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 10 years | ||||
Maximum [Member] | Furniture and Fixtures [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Estimated useful lives of assets | 10 years | ||||
Money Market Fund [Member] | Level I Instruments [Member] | |||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||
Cash and cash equivalents | $ 9,458 | $ 21,631 |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Inventory Net [Abstract] | ||
Raw materials | $ 15,951 | $ 14,092 |
Work in process | 489 | 544 |
Finished goods | 9,773 | 8,252 |
Inventories | $ 26,213 | $ 22,888 |
Business Combinations - Additio
Business Combinations - Additional Information (Detail) - USD ($) $ in Thousands | Jan. 04, 2019 | Mar. 31, 2019 | Mar. 31, 2018 |
Business Acquisition [Line Items] | |||
Business acquisition contingent consideration, non-current | $ 1,987 | ||
Revenues | 30,122 | $ 41,987 | |
Net loss | (3,258) | $ (2,119) | |
Corebiome Inc. and Novosanis NV [Member] | |||
Business Acquisition [Line Items] | |||
Purchase price | $ 13,359 | ||
Acquisition-related costs | 597 | ||
Business acquisition contingent consideration, non-current | $ 32,400 | ||
Business combination contingent consideration expected payment period | 3 years | ||
Estimated fair value of contingent consideration | $ 4,350 | ||
Business acquisition contingent consideration | $ 5,625 | ||
Revenues | 1,139 | ||
Net loss | $ (1,502) |
Business Combinations - Summary
Business Combinations - Summary of Preliminary Estimated Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Jan. 04, 2019 | Dec. 31, 2018 |
Assets Acquired | |||
Goodwill | $ 28,903 | $ 18,521 | |
Corebiome Inc. and Novosanis NV [Member] | |||
Assets Acquired | |||
Accounts receivable | $ 791 | ||
Inventories | 310 | ||
Other current assets | 82 | ||
Property, plant, and equipment, net | 414 | ||
Other assets | 5 | ||
Acquired intangible assets | 8,400 | ||
Goodwill | 10,033 | ||
Total assets acquired | 20,035 | ||
Liabilities Assumed | |||
Current liabilities | 1,180 | ||
Notes payable, short-term | 730 | ||
Deferred tax liability | 445 | ||
Other long-term liabilities | 74 | ||
Total liabilities assumed | 2,429 | ||
Net Assets Acquired | 17,606 | ||
Estimated fair value of contingent consideration | (4,350) | ||
Net Cash Paid (net of cash acquired of $103) | $ 13,256 |
Business Combinations - Summa_2
Business Combinations - Summary of Preliminary Estimated Fair Values of Assets Acquired and Liabilities Assumed (Parenthetical) (Detail) - USD ($) $ in Thousands | Jan. 04, 2019 | Mar. 31, 2019 |
Business Acquisition [Line Items] | ||
Net of cash acquired | $ 13,256 | |
Corebiome Inc. and Novosanis NV [Member] | ||
Business Acquisition [Line Items] | ||
Net of cash acquired | $ 103 |
Business Combinations - Summa_3
Business Combinations - Summary of Identifiable Intangible Assets Subject to Amortization on Straight-line Basis and Being Amortized over Estimated Useful Lives (Detail) - Corebiome Inc. and Novosanis NV [Member] $ in Thousands | Jan. 04, 2019USD ($) |
Business Acquisition [Line Items] | |
Acquired intangibles, Amount | $ 8,400 |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Acquired intangibles, Amount | $ 5,000 |
Acquired intangibles, Estimated Useful Life | 10 years |
Customer Relationships [Member] | |
Business Acquisition [Line Items] | |
Acquired intangibles, Amount | $ 2,200 |
Acquired intangibles, Estimated Useful Life | 10 years |
Tradenames [Member] | |
Business Acquisition [Line Items] | |
Acquired intangibles, Amount | $ 1,200 |
Acquired intangibles, Estimated Useful Life | 8 years 4 months 2 days |
Business Combinations - Summa_4
Business Combinations - Summary of Unaudited Pro Forma Financial Information (Detail) - Corebiome Inc. and Novosanis NV [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Business Acquisition [Line Items] | ||
Revenue | $ 30,122 | $ 42,391 |
Net loss | $ (2,661) | $ (3,489) |
Net loss per share, basic and diluted | $ (0.04) | $ (0.06) |
Revenues - Summary of Total Net
Revenues - Summary of Total Net Revenues by Product Line (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 30,122 | $ 41,987 |
Product Revenues [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 28,332 | 38,318 |
Product Revenues [Member] | OraQuick [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 11,590 | 13,005 |
Product Revenues [Member] | Oragene [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 5,152 | 15,929 |
Product Revenues [Member] | ORAcollect [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 3,225 | 1,159 |
Product Revenues [Member] | Intercept [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 1,842 | 1,915 |
Product Revenues [Member] | Histofreezer [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 2,213 | 2,354 |
Product Revenues [Member] | Other Products [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 4,310 | 3,956 |
Other [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 1,790 | 3,669 |
Other [Member] | Royalty Income [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 1,084 | 1,602 |
Other [Member] | Research and Development Funding [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 422 | 1,538 |
Other [Member] | Charitable Support Reimbursement [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 120 | $ 529 |
Other [Member] | Grant Funding [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 164 |
Revenues - Summary of Total N_2
Revenues - Summary of Total Net Revenues by Geographic Area (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 30,122 | $ 41,987 |
United States [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 20,547 | 30,986 |
Europe [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | 2,447 | 2,897 |
Other Regions [Member] | ||
Disaggregation Of Revenue [Line Items] | ||
Net revenues | $ 7,128 | $ 8,104 |
Revenues - Additional Informati
Revenues - Additional Information (Detail) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2019USD ($)Supplier | Mar. 31, 2018 | Dec. 31, 2018USD ($) | |
Revenue from contract with customer [Line Items] | |||
Deferred revenue | $ 4,234 | $ 3,521 | |
Long-term Contract [Member] | |||
Revenue from contract with customer [Line Items] | |||
Deferred revenue | 1,471 | 1,464 | |
Up Front Payment Arrangement [Member] | |||
Revenue from contract with customer [Line Items] | |||
Deferred revenue | $ 2,763 | $ 2,057 | |
DNA Genotek [Member] | |||
Revenue from contract with customer [Line Items] | |||
Number of third-party suppliers to manufacture DNAG's products | Supplier | 2 | ||
Customer [Member] | Accounts Receivable [Member] | Customer Concentration Risk [Member] | |||
Revenue from contract with customer [Line Items] | |||
Percentage of concentration risk | 0.00% | 0.00% | |
Customer [Member] | Net Consolidated Revenue [Member] | Customer Concentration Risk [Member] | |||
Revenue from contract with customer [Line Items] | |||
Percentage of concentration risk | 0.00% | 23.00% |
Accrued Expenses - Schedule of
Accrued Expenses - Schedule of Accrued Expenses (Detail) - USD ($) $ in Thousands | Mar. 31, 2019 | Dec. 31, 2018 |
Accrued Liabilities Current [Abstract] | ||
Payroll and related benefits | $ 4,699 | $ 8,926 |
Professional fees | 1,022 | 1,541 |
Income taxes payable | 87 | 1,447 |
Other | 1,876 | 1,947 |
Accrued Expenses, Total | $ 7,684 | $ 13,861 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Lessee Lease Description [Line Items] | ||
Lessee operating and financing lease existence of option to terminate | true | |
Lessee operating and financing leases, period of options to terminate | 1 year | |
Lessee, operating and finance lease, existence of option to extend | true | |
Lease cost | $ 342 | |
Minimum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating and financing leases, remaining lease terms | 1 year | |
Maximum [Member] | ||
Lessee Lease Description [Line Items] | ||
Operating and financing leases, remaining lease terms | 8 years |
Leases - Summary of Components
Leases - Summary of Components of Lease Expense (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Lease Cost [Abstract] | |
Operating Lease Cost | $ 231 |
Finance Lease Cost | |
Amortization of right-of use assets | 39 |
Interest on lease liabilities | 4 |
Total Finance Lease Cost | $ 43 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2019USD ($) | |
Cash paid for amounts included in the measurement of lease liabilities: | |
Operating cash flows from operating leases | $ 228 |
Operating cash flows from financing leases | 3 |
Financing cash flows from financing leases | 35 |
Non-cash activity | |
Right-of-use assets obtained in exchange for operating lease obligations | 240 |
Right-of-use assets obtained in exchange for finance lease obligations | $ 1,167 |
Leases - Summary of Supplemen_2
Leases - Summary of Supplemental Balance Sheet Information Related to Leases (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Operating Leases | |
Right-of-use assets | $ 3,926 |
Current lease liabilities | 721 |
Non-current lease liabilities | 3,445 |
Total operating lease liabilities | 4,166 |
Finance Leases | |
Right-of-use assets | 1,339 |
Current lease liabilities | 393 |
Non-current lease liabilities | 930 |
Total finance lease liabilities | $ 1,323 |
Leases - Summary of Lease Term
Leases - Summary of Lease Term and Discount Rate (Detail) | Mar. 31, 2019 |
Weighted Average Remaining Lease Term | |
Weighted-average remaining lease term—operating leases | 5 years 4 months 2 days |
Weighted-average remaining lease term—finance leases | 3 years 6 months 25 days |
Weighted Average Discount Rate | |
Weighted-average discount rate—operating leases | 4.24% |
Weighted-average discount rate—finance leases | 2.94% |
Leases - Schedule of Minimum Le
Leases - Schedule of Minimum Lease Payments by Period Expected (Detail) $ in Thousands | Mar. 31, 2019USD ($) |
Finance Lease Liabilities, Payments, Due [Abstract] | |
2019 (excluding the three months ended March 31, 2019) | $ 315 |
2020 | 421 |
2021 | 292 |
2022 | 291 |
2023 | 68 |
Total finance lease liability, payments | 1,387 |
less: imputed interest | (64) |
Total finance lease liabilities | 1,323 |
Operating Lease Liabilities, Payments Due [Abstract] | |
2019 (excluding the three months ended March 31, 2019) | 692 |
2020 | 949 |
2021 | 921 |
2022 | 896 |
2023 | 543 |
Thereafter | 812 |
Total operating lease liability, payments | 4,813 |
less: imputed interest | (647) |
Total operating lease liabilities | $ 4,166 |
Leases - Schedule of Minimum _2
Leases - Schedule of Minimum Lease Payments under Non-Cancelable Operating Leases (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
Leases [Abstract] | |
2019 | $ 903 |
2020 | 902 |
2021 | 877 |
2022 | 850 |
2023 | 506 |
Thereafter | 737 |
Total | $ 4,775 |
Stockholders' Equity - Summary
Stockholders' Equity - Summary of Reconciliation of Changes in Stockholders' Equity (Detail) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Beginning Balance | $ 283,378 | $ 258,081 |
Adoption of ASU 2014-9 | (76) | |
Common stock issued upon exercise of options | $ 22 | 974 |
Common stock issued upon exercise of options, Shares | 4 | |
Purchase and retirement of common shares | $ (3,595) | (2,959) |
Compensation cost for restricted stock | 653 | 3,626 |
Compensation cost for stock option grants | 324 | 900 |
Compensation cost for performance stock units | 254 | 2,957 |
Net loss | (3,258) | (2,119) |
Currency translation adjustments | 2,232 | (2,154) |
Unrealized gain (loss) on marketable securities | 497 | (512) |
Ending Balance | $ 280,507 | $ 258,718 |
Common Stock [Member] | ||
Beginning Balance, Shares | 61,276 | 60,662 |
Common stock issued upon exercise of options, Shares | 4 | 133 |
Vesting of restricted stock and performance stock units, Shares | 664 | 407 |
Purchase and retirement of common shares, Shares | (277) | (149) |
Ending Balance, Shares | 61,667 | 61,053 |
Additional Paid-in Capital [Member] | ||
Beginning Balance | $ 401,273 | $ 387,931 |
Common stock issued upon exercise of options | 22 | 974 |
Purchase and retirement of common shares | (3,595) | (2,959) |
Compensation cost for restricted stock | 653 | 3,626 |
Compensation cost for stock option grants | 324 | 900 |
Compensation cost for performance stock units | 254 | 2,957 |
Ending Balance | 398,931 | 393,429 |
Accumulated Other Comprehensive Loss [Member] | ||
Beginning Balance | (18,706) | (10,340) |
Currency translation adjustments | 2,232 | (2,154) |
Unrealized gain (loss) on marketable securities | 497 | (512) |
Ending Balance | (15,977) | (13,006) |
Accumulated Deficit [Member] | ||
Beginning Balance | (99,189) | (119,510) |
Adoption of ASU 2014-9 | (76) | |
Net loss | (3,258) | (2,119) |
Ending Balance | $ (102,447) | $ (121,705) |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Aug. 05, 2008 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost | $ 1,231,000 | $ 7,483,000 | |
Proceeds from exercise of stock options | 22,000 | 954,000 | |
Income tax benefit realized from stock option exercises during period | 0 | 0 | |
Amount share repurchase program of common shares | $ 25,000,000 | ||
Retiring President and Chief Executive Officer and Chief Financial Officer [Member] | General and Administrative Expenses [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost | 5,851,000 | ||
Stock Options [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost | 324,000 | 900,000 | |
Proceeds from exercise of stock options | 22,000 | 954,000 | |
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost | $ 653,000 | $ 3,626,000 | |
Vesting of restricted shares, withholding and exercise obligations | 277,000 | 149,000 | |
Restricted shares of common stock, aggregate values | $ 3,595,000 | $ 2,959,000 | |
Performance Based Restricted Stock [Member] | Share-based Compensation Award, Tranche One [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 1 year | ||
Performance Based Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Vesting period | 3 years | ||
Performance Based Restricted Stock Unit [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Total compensation cost | $ 254,000 | $ 2,957,000 | |
Share Repurchase Program [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of shares purchased and retired | 0 | 0 |
Stockholders' Equity - Summar_2
Stockholders' Equity - Summary of Company's Stock Option Activity (Detail) shares in Thousands | 3 Months Ended |
Mar. 31, 2019shares | |
Share Based Compensation Arrangement By Share Based Payment Award Options Outstanding Roll Forward | |
Options, Outstanding, Beginning Balance | 1,083 |
Options, Granted | 204 |
Options, Exercised | (4) |
Options, Expired | (141) |
Options, Outstanding, Ending Balance | 1,142 |
Stockholders' Equity - Summar_3
Stockholders' Equity - Summary of Time-Vested Restricted Stock Award and Restricted Stock Units Activity (Detail) - Restricted Stock Award and Restricted Stock Units [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Issued and unvested, Beginning Balance | 357 |
Shares, Granted | 231 |
Shares, Vested | (159) |
Shares, Issued and unvested, Ending Balance | 429 |
Stockholders' Equity - Summar_4
Stockholders' Equity - Summary of Performance Based Restricted Stock Unit Award Activity (Detail) - Performance Based Restricted Stock Unit [Member] shares in Thousands | 3 Months Ended |
Mar. 31, 2019shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Shares, Issued and unvested, Beginning Balance | 661 |
Shares, Granted | 201 |
Performance adjustment | 164 |
Shares, Vested | (501) |
Shares, Issued and unvested, Ending Balance | 525 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
Income Tax Disclosure [Abstract] | ||
Income tax (benefit) expense | $ (29,000) | $ 2,033,000 |
U.S. federal or state deferred income tax expense or benefits | $ 0 |
Transition Costs - Additional I
Transition Costs - Additional Information (Detail) - USD ($) | 3 Months Ended | |
Mar. 31, 2019 | Mar. 31, 2018 | |
General and Administrative Expenses [Member] | ||
Transition Costs [Line Items] | ||
Non-cash charges associated with modifications to existing stock grants held by the retiring executives and expenses associated with the onboarding of the Company's new President and CEO | $ 0 | $ 6,440,000 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2019Segment | |
Segment Reporting [Abstract] | |
Number of reportable segments of company | 2 |
Business Segment Information _2
Business Segment Information - Summary of Operating Segment and Asset Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2019 | Mar. 31, 2018 | Dec. 31, 2018 | |
Segment Reporting Information [Line Items] | |||
Net revenues | $ 30,122 | $ 41,987 | |
Operating income (loss) | (3,811) | (498) | |
Depreciation and amortization | 1,726 | 1,868 | |
Capital expenditures | 2,628 | 1,897 | |
Total assets | 318,925 | $ 315,571 | |
OSUR [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 18,233 | 22,024 | |
Operating income (loss) | (3,499) | (8,644) | |
Depreciation and amortization | 822 | 1,011 | |
Capital expenditures | 1,929 | 1,416 | |
Total assets | 171,481 | 190,178 | |
DNAG [Member] | |||
Segment Reporting Information [Line Items] | |||
Net revenues | 11,889 | 19,963 | |
Operating income (loss) | (312) | 8,146 | |
Depreciation and amortization | 904 | 857 | |
Capital expenditures | 699 | $ 481 | |
Total assets | $ 147,444 | $ 125,393 |