Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 06, 2020 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Jun. 30, 2020 | |
Document Fiscal Period Focus | Q2 | |
Document Fiscal Year Focus | 2020 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 001-38416 | |
Entity Registrant Name | ORGENESIS INC. | |
Entity Central Index Key | 0001460602 | |
Entity Tax Identification Number | 98-0583166 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 20271 Goldenrod Lane | |
Entity Address, City or Town | Germantown | |
Entity Address, State or Province | MD | |
Entity Address, Postal Zip Code | 20876 | |
City Area Code | (480) | |
Local Phone Number | 659-6404 | |
Title of 12(b) Security | Common Stock | |
Trading Symbol | ORGS | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 22,094,470 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets (Unaudited) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
CURRENT ASSETS: | ||
Cash and cash equivalents | $ 97,487 | $ 107 |
Restricted cash | 608 | 467 |
Accounts receivable, net | 3,950 | 1,831 |
Prepaid expenses and other receivables | 1,885 | 382 |
Grants receivable | 206 | 204 |
Inventory | 176 | 136 |
Current assets of discontinued operations, see Note 3 | 75,221 | |
Total current assets | 104,312 | 78,348 |
NON-CURRENT ASSETS: | ||
Deposits | 269 | 299 |
Loans to related party, see Note 6 | 3,211 | 2,623 |
Property, plant and equipment, net | 2,295 | 2,305 |
Intangible assets, net | 3,044 | 3,348 |
Operating lease right-of-use assets | 605 | 725 |
Goodwill | 4,658 | 4,812 |
Other assets | 802 | 35 |
Total non-current assets | 14,884 | 14,147 |
TOTAL ASSETS | 119,196 | 92,495 |
CURRENT LIABILITIES: | ||
Accounts payable | 1,625 | 5,549 |
Accrued expenses and other payables | 2,701 | 1,615 |
Income tax payable | 12,580 | |
Employees and related payables | 1,664 | 1,672 |
Advance payments on account of grant | 376 | 523 |
Short-term loans and current maturities of long- term loans | 391 | |
Contract liabilities, mainly related party | 162 | 325 |
Current maturities of long-term finance leases | 9 | |
Current maturities of operating leases | 248 | 357 |
Current maturities of convertible loans | 393 | 416 |
Current liabilities of discontinued operations, see Note 3 | 31,586 | |
Total current liabilities | 19,758 | 42,434 |
LONG-TERM LIABILITIES: | ||
Non-current operating leases | 363 | 455 |
Convertible loans | 10,262 | 12,143 |
Retirement benefits obligation | 44 | 41 |
Deferred taxes | 20 | 58 |
Long-term finance leases | 76 | |
Other long-term liabilities | 284 | 331 |
Total long-term liabilities | 11,049 | 13,028 |
TOTAL LIABILITIES | 30,807 | 55,462 |
REDEEMABLE NON-CONTROLLING INTEREST OF DISCONTINUED OPERATIONS | 30,955 | |
EQUITY: | ||
Common stock, par value $0.0001 per share, 145,833,334 shares authorized, 22,094,470 and 16,140,962 shares issued and outstanding as of June 30, 2020 and December 31, 2019, respectively | 2 | 2 |
Additional paid-in capital | 122,502 | 94,691 |
Accumulated other comprehensive income | 10 | 213 |
Accumulated deficit | (34,280) | (89,429) |
Equity attributable to Orgenesis Inc. | 88,234 | 5,477 |
Non-controlling interest | 155 | 601 |
Total equity | 88,389 | 6,078 |
TOTAL LIABILITIES AND EQUITY | $ 119,196 | $ 92,495 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 145,833,334 | 145,833,334 |
Common stock, shares issued | 22,094,470 | 16,140,962 |
Common stock, shares outstanding | 22,094,470 | 16,140,962 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Comprehensive Loss (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |||
Revenue from Contract with Customer [Abstract] | ||||||
Revenues | $ 1,470 | $ 575 | $ 2,855 | $ 994 | ||
Revenues from related party | 279 | 556 | 772 | 556 | ||
Total revenues | 1,749 | 1,131 | 3,627 | 1,550 | ||
Cost of revenues | 243 | 1,007 | 413 | 1,312 | ||
Cost of research and development and research and development services, net | 24,720 | 2,073 | 29,423 | 7,373 | ||
Amortization of intangible assets | (52) | 108 | 171 | 217 | ||
Selling, general and administrative expenses | 3,611 | 2,789 | 7,129 | 5,775 | ||
Other income, net | (1) | (1) | (4) | (4) | ||
Operating loss | 26,772 | 4,845 | 33,505 | 13,123 | ||
Financial expenses, net | 337 | 47 | 666 | 148 | ||
Loss from continuing operation before income taxes | 27,109 | 4,892 | 34,171 | 13,271 | ||
Tax expenses (income) | 12 | (19) | (35) | (68) | ||
Net loss from continuing operation | 27,121 | 4,873 | 34,136 | 13,203 | ||
Net loss (income) from discontinued operations, net of tax, see Note 3 | (6,721) | 952 | (88,760) | 1,072 | ||
Net loss (income) | 20,400 | 5,825 | (54,624) | [1] | 14,275 | [1] |
Net loss (income) attributable to non-controlling interests (including redeemable) from continuing operation | 6 | (13) | (33) | (34) | ||
Net income attributable to non-controlling interests (including redeemable) from discontinued operations | (611) | (492) | (729) | |||
Net loss (income) attributable to Orgenesis Inc. | $ 20,406 | $ 5,201 | $ (55,149) | $ 13,512 | ||
Loss (earnings) per share: | ||||||
Basic from continuing operations | $ 1.26 | $ 0.30 | $ 1.73 | $ 0.83 | ||
Basic from discontinued operations | (0.31) | 0.06 | (4.52) | 0.08 | ||
Net loss (earnings) loss per share | 0.95 | 0.36 | (2.79) | 0.91 | ||
Diluted from continuing operations | 1.26 | 0.30 | 1.73 | 0.83 | ||
Diluted from discontinued operations | (0.31) | 0.06 | (4.52) | 0.08 | ||
Net loss (earnings) per share | $ 0.95 | $ 0.36 | $ (2.79) | $ 0.91 | ||
Weighted average number of shares used in computation of Basic and Diluted loss (earnings) per share: | ||||||
Basic | 21,515,254 | 16,001,439 | 19,648,042 | 15,772,333 | ||
Diluted | 21,515,254 | 16,001,439 | 19,648,042 | 15,772,333 | ||
Comprehensive loss (income): | ||||||
Net loss from continuing operations | $ 27,121 | $ 4,873 | $ 34,136 | $ 13,203 | ||
Net loss (income) from discontinued operations, net of tax | (6,721) | 952 | (88,760) | 1,072 | ||
Other comprehensive loss (income)- translation adjustments | (247) | (188) | 397 | 296 | ||
Release of translation adjustment due to sale of subsidiary | (194) | |||||
Comprehensive loss (income) | 20,153 | 5,637 | (54,421) | 14,571 | ||
Comprehensive income attributed to non-controlling interests (including redeemable) from continuing operations | 6 | (13) | (33) | (34) | ||
Comprehensive income attributed to non-controlling interests (including redeemable) from discontinued operations | (611) | (492) | (729) | |||
Comprehensive loss (income) attributed to Orgenesis Inc. | $ 20,159 | $ 5,013 | $ (54,946) | $ 13,808 | ||
[1] | See Note 3 for information regarding the discontinued operation. |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Equity (Unaudited) - USD ($) $ in Thousands | Common Stock [Member] | Additional Paid-in Capital [Member] | AOCI Attributable to Parent [Member] | Retained Earnings [Member] | Equity Attributed To Orgenesis Inc [Member] | Noncontrolling Interest [Member] | Total | ||
Beginning balance, value at Dec. 31, 2018 | $ 2 | $ 90,597 | $ 669 | $ (65,163) | $ 26,105 | $ 645 | $ 26,750 | ||
Beginning balance, shares at Dec. 31, 2018 | 15,540,333 | ||||||||
Stock-based compensation to employees and directors | 1,466 | 1,466 | 31 | 1,497 | |||||
Stock-based compensation to service providers | 467 | 467 | 467 | ||||||
Stock-based compensation to service providers, shares | 50,000 | ||||||||
Stock based Compensation for JV collaborations | 2,641 | 2,641 | 2,641 | ||||||
Stock based Compensation for JV collaborations, shares | 525,000 | ||||||||
Adjustment to redemption value of redeemable non-controlling interest | (853) | (853) | (853) | ||||||
Issuance of warrants with respect to convertible loans | 97 | 97 | 97 | ||||||
Comprehensive income (loss) for the period | (296) | (13,512) | (13,808) | (37) | (13,845) | ||||
Ending balance, value at Jun. 30, 2019 | $ 2 | 94,415 | 373 | (78,675) | 16,115 | 639 | 16,754 | ||
Ending balance, shares at Jun. 30, 2019 | 16,115,333 | ||||||||
Beginning balance, value at Mar. 31, 2019 | $ 2 | 94,049 | 185 | (73,474) | 20,762 | 639 | 21,401 | ||
Beginning balance, shares at Mar. 31, 2019 | 16,102,000 | ||||||||
Stock-based compensation to employees and directors | 728 | 728 | 11 | 739 | |||||
Stock-based compensation to service providers, shares | 13,333 | ||||||||
Adjustment to redemption value of redeemable non-controlling interest | (611) | (611) | (611) | ||||||
Issuance of warrants with respect to convertible loans | 97 | 97 | 97 | ||||||
Comprehensive income (loss) for the period | 188 | (5,201) | (5,013) | (11) | (5,024) | ||||
Ending balance, value at Jun. 30, 2019 | $ 2 | 94,415 | 373 | (78,675) | 16,115 | 639 | 16,754 | ||
Ending balance, shares at Jun. 30, 2019 | 16,115,333 | ||||||||
Beginning balance, value at Dec. 31, 2019 | $ 2 | 94,691 | 213 | (89,429) | 5,477 | 601 | 6,078 | ||
Beginning balance, shares at Dec. 31, 2019 | 16,140,962 | ||||||||
Stock-based compensation to employees and directors | 910 | 910 | 910 | ||||||
Stock-based compensation to service providers | 787 | 787 | $ 787 | ||||||
Stock-based compensation to service providers, shares | 270,174 | [1] | 270,174 | ||||||
Stock based Compensation for JV collaborations | |||||||||
Stock based Compensation for JV collaborations, shares | |||||||||
Stock-based compensation for Tamir purchase agreement, (see Note 6) | 17,748 | 17,748 | $ 17,748 | ||||||
Stock-based compensation for Tamir purchase agreement, (see Note 6) shares | 3,400,000 | ||||||||
Exercise of options | 300 | 300 | 300 | ||||||
Exercise of options, shares | 83,334 | ||||||||
Beneficial conversion feature of convertible loans | 42 | 42 | 42 | ||||||
Issuance of shares and warrants | 8,438 | 8,438 | 8,438 | ||||||
Issuance of shares and warrants, shares | 2,200,000 | ||||||||
Sale of subsidiaries | (413) | (413) | |||||||
Adjustment to redemption value of redeemable non-controlling interest | (414) | (414) | (414) | ||||||
Issuance of warrants with respect to convertible loans | |||||||||
Comprehensive income (loss) for the period | (203) | 55,149 | 54,946 | (33) | 54,913 | ||||
Ending balance, value at Jun. 30, 2020 | $ 2 | 122,502 | 10 | (34,280) | 88,234 | 155 | 88,389 | ||
Ending balance, shares at Jun. 30, 2020 | 22,094,470 | ||||||||
Beginning balance, value at Mar. 31, 2020 | $ 2 | 103,623 | (237) | (13,874) | (89,514) | 149 | 89,663 | ||
Beginning balance, shares at Mar. 31, 2020 | 18,361,050 | ||||||||
Stock-based compensation to employees and directors | 284 | 284 | 284 | ||||||
Stock-based compensation to service providers | 547 | 547 | 547 | ||||||
Stock-based compensation to service providers, shares | [2] | 250,086 | |||||||
Stock-based compensation for Tamir purchase agreement, (see Note 6) | 17,748 | 17,748 | 17,748 | ||||||
Stock-based compensation for Tamir purchase agreement, (see Note 6) shares | 3,400,000 | ||||||||
Exercise of options | 300 | 300 | 300 | ||||||
Exercise of options, shares | 83,334 | ||||||||
Comprehensive income (loss) for the period | 247 | (20,406) | (20,159) | 6 | (20,153) | ||||
Ending balance, value at Jun. 30, 2020 | $ 2 | $ 122,502 | $ 10 | $ (34,280) | $ 88,234 | $ 155 | $ 88,389 | ||
Ending balance, shares at Jun. 30, 2020 | 22,094,470 | ||||||||
[1] | out of which 135,000 shares have additional restrictions on transfer until services have been provided. | ||||||||
[2] | out of which 135,000 shares have additional restrictions on transfer until services have been provided. |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | ||
CASH FLOWS FROM OPERATING ACTIVITIES: | |||
Net income (loss) | [1] | $ 54,624 | $ (14,275) |
Adjustments required to reconcile net loss to net cash used in operating activities: | |||
Stock-based compensation | [1] | 1,697 | 1,964 |
Stock-based compensation to for strategic collaborations | [1] | 2,641 | |
Stock-based compensation for Tamir Purchase Agreement, see Note 4 and Note 6 | [1] | 17,048 | |
Capital loss (gain), net | [1] | 14 | (5) |
Gain on disposal of subsidiaries | [1] | (102,594) | |
Depreciation and amortization expenses | [1] | 739 | 1,907 |
Effect of exchange differences on inter-company balances | [1] | 124 | 103 |
Net changes in operating leases | [1] | (9) | (700) |
Interest expenses accrued on loans and convertible loans (including amortization of beneficial conversion feature) | [1] | 201 | 58 |
Changes in operating assets and liabilities: | |||
Increase in accounts receivable | [1] | (2,453) | (3,678) |
Increase in inventory | [1] | (123) | (571) |
Increase in other assets | [1] | (20) | |
Decrease (increase) in prepaid expenses and other accounts receivable | [1] | (512) | 47 |
Increase (decrease) in accounts payable | [1] | (4,748) | 1,803 |
Increase (decrease) in accrued expenses and other payables | [1] | 13,451 | (111) |
Increase in employee and related payables | [1] | 12 | 62 |
Increase (decrease) in contract liabilities | [1] | (64) | 2,198 |
Change in advance payments and receivables on account of grant, net | [1] | (156) | (49) |
Increase (decrease) in deferred taxes liability | [1] | (65) | 438 |
Net cash used in operating activities | [1] | (22,834) | (8,168) |
CASH FLOWS FROM INVESTING ACTIVITIES: | |||
Increase in loan to JV with a related party | [1] | (500) | (1,000) |
Sale of property and equipment | [1] | 4 | 80 |
Purchase of property and equipment | [1] | (974) | (2,802) |
Proceed from sale of subsidiaries | [1] | 104,222 | |
Repayment (investment) in short term deposits | [1] | 20 | (225) |
Net cash provided by (used in) investing activities | [1] | 102,772 | (3,947) |
CASH FLOWS FROM FINANCING ACTIVITIES: | |||
Increase in redeemable non-controlling interests received from GPP | [1] | 6,600 | |
Proceeds from issuance of shares and warrants (net of transaction costs) | [1] | 8,738 | |
Proceeds from issuance of convertible loans (net of transaction costs) | [1] | 250 | 7,500 |
Repayment of convertible loans and convertible bonds | [1] | (2,400) | |
Repayment of short and long-term debt | [1] | (430) | (304) |
Other financing activities | [1] | 1 | |
Net cash provided by financing activities | [1] | 6,159 | 13,796 |
NET CHANGE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | [1] | 86,097 | 1,681 |
EFFECT OF EXCHANGE RATE CHANGES ON CASH, CASH EQUIVALENTS AND RESTRICTED CASH | [1] | (43) | (25) |
CASH, CASH EQUIVALENTS AND RESTRICTED CASH AT BEGINNING OF PERIOD | [1] | 12,041 | 14,999 |
CASH AND CASH EQUIVALENTS AND RESTRICTED CASH AT END OF PERIOD (*) | [1] | 98,095 | 16,655 |
SUPPLEMENTAL NON-CASH FINANCING AND INVESTING ACTIVITIES | |||
Finance leases of property, plant and equipment | [1] | 363 | |
Acquisition of other asset | [1] | 700 | |
Right-of-use assets obtained in exchange for new operating lease liabilities, net | [1] | 231 | |
Purchase of property, plant and equipment included in accounts payable | [1] | $ 200 | |
[1] | See Note 3 for information regarding the discontinued operation. |
DESCRIPTION OF BUSINESS
DESCRIPTION OF BUSINESS | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
DESCRIPTION OF BUSINESS | NOTE 1 – DESCRIPTION OF BUSINESS a. General Orgenesis Inc., a Nevada corporation (the “Company”), is a pioneering global biotech company in the Cell & Gene Therapy (“CGT”) industry focused on unlocking the full potential of its therapeutics products and personalized therapies and closed processing systems with the ultimate aim of providing life-changing treatments to large numbers of patients at reduced costs in a point-of-care setting. It pursues this strategy through a point-of-care platform (“CGT Biotech Platform”) that combines therapeutics, technologies, processes, and systems via a network of collaborative partners, and research institutes and hospitals around the world. The Company’s CGT Biotech Platform consists of: (a) POCare Therapeutics, a pipeline of licensed CGTs, anti-viral and proprietary scientific know-how; (b) POCare Technologies, a suite of proprietary and in-licensed technologies which are engineered to create customized processing systems for affordable point-of-care therapies; and (c) a POCare Network, a collaborative, international ecosystem of leading research institutions and hospitals committed to clinical development and supply of CGTs at the point-of-care (“POCare Network”). By combining science, technology, including its mobile processing units that it is developing, and a collaborative network, the Company believes that it is able to identify the most promising new autologous therapies and provide a pathway for them to reach patients more quickly, more efficiently and in a scalable way, thereby unlocking the power of cell and gene therapy for all patients. The Company had historically also operated a Contract Development and Manufacturing Organization (“CDMO”) platform, which provided contract manufacturing and development services for biopharmaceutical companies (the “CDMO Business”). On February 2, 2020, the Company entered into a Stock Purchase Agreement (the “Purchase Agreement”) with GPP-II Masthercell LLC (“GPP” and together with the Company, the “Sellers”), Masthercell Global Inc. (“Masthercell”) and Catalent Pharma Solutions, Inc. (the “Buyer”). Pursuant to the terms and conditions of the Purchase Agreement, on February 10, 2020, the Sellers sold 100 % of the outstanding equity interests of Masthercell (the “Masthercell Business”), which comprised the majority of the CDMO Business, to the Buyer (the “Masthercell Sale”) for an aggregate nominal purchase price of $ 315 million, subject to customary adjustments. After accounting for GPP’s liquidation preference and equity stake in Masthercell as well as other investor interests in its Belgian subsidiary MaSTherCell, S.A. (“MaSTherCell”), distributions to Masthercell option holders and transaction costs, the Company received approximately $ 126.7 million. The Company incurred an additional approximately $ 5.6 million in transaction costs. The Company has determined that the Masthercell Business (“Discontinued Operation”) meets the criteria to be classified as a discontinued operation as of the first quarter of 2020. The Discontinued Operation includes most of the previous CDMO Business, including majority-owned Masthercell, including its subsidiaries Cell Therapy Holdings, MaSTherCell and Masthercell U.S. (collectively, the “Masthercell Global Subsidiaries”) (See Note 3). The Chief Executive Officer (“CEO”) is the Company’s chief operating decision-maker. Management has determined that effective from the first quarter of 2020, all of the Company’s continuing operations are in the point-of-care business via the Company’s CGT Biotech Platform. Therefore, no segment report has been presented. The Company currently conducts its core CGT business operations through itself and its subsidiaries which are all wholly-owned except as otherwise stated (collectively, the “Subsidiaries”). The Subsidiaries are as follows: ● United States: Orgenesis Maryland Inc. (the “U.S. Subsidiary”) is the center of activity in North America currently focused on setting up of the POCare Network (as defined below). ● European Union: Orgenesis Belgium SRL (the “Belgian Subsidiary”) is the center of activity in Europe currently focused on process development and preparation of European clinical trials. ● Israel: Orgenesis Ltd. (the “Israeli Subsidiary”) is the center for research and technology, as well as a provider of regulatory, clinical and pre-clinical services, and Atvio Biotech Ltd. (“Atvio”) is a provider of cell-processing services in Israel. ● Korea: Orgenesis Korea Co. Ltd. (the “Korean Subsidiary”), previously known as CureCell Co. Ltd., is a provider of processing and pre-clinical services in Korea. The Company owns 94.12 These condensed consolidated financial statements include the accounts of Orgenesis Inc. and its subsidiaries, including the U.S. Subsidiary, the Belgian Subsidiary, the Israeli Subsidiary, the Korean subsidiary, Atvio and the Discontinued Operation. On April 7, 2020, the Company entered into an Asset Purchase Agreement (the “Tamir Purchase Agreement”) with Tamir Biotechnology, Inc. (“Tamir” or “Seller”), pursuant to which the Company agreed to acquire certain assets and liabilities of Tamir related to the discovery, development and testing of therapeutic products for the treatment of diseases and conditions in humans, including all rights to Ranpirnase and use for antiviral therapy (collectively, the “Purchased Assets and Assumed Liabilities” and such acquisition, the “Tamir Transaction”). The Tamir Transaction closed on April 23, 2020. As aggregate consideration for the acquisition, the Company paid $ 2.46 2 million in cash and issued an aggregate of 3,400,000 shares (the “Shares”) of Common Stock to Tamir resulting in a total consideration of $ 20.2 million. $ 4.5 million of the consideration was attributable to research and development related inventory and most of the remaining amount reflected the cost of intangible assets (See Note 6). The Company’s common stock, par value $ 0.0001 per share (the “Common Stock”) is listed and traded on the Nasdaq Capital Market under the symbol “ORGS.” As used in this report and unless otherwise indicated, the term “Company” refers to Orgenesis Inc. and its Subsidiaries. Unless otherwise specified, all amounts are expressed in United States Dollars. b. Liquidity As of June 30, 2020, the Company has accumulated losses of approximately $ 34 million. On February 10, 2020, the Company received approximately $ 126.7 million, of which $ 7.2 million was used for the repayment of intercompany loans and payables, from the Masthercell Sale. In addition, on January 20, 2020, the Company entered into a Securities Purchase Agreement with certain investors pursuant to which the Company received gross proceeds of approximately $ 9.24 million before deducting related offering expenses (See Note 4). Based on its current cash resources and commitments, the Company believes it will be able to maintain its current planned development activities and expected level of expenditures for at least 12 months from the date of the issuance of the financial statements. If there are further increases in operating costs for facilities expansion, research and development, commercial and clinical activity or decreases in revenues from customers, the Company may decide to seek additional financing. |
SIGNIFICANT ACCOUNTING POLICIES
SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES The accounting policies adopted are consistent with those of the previous financial year except as described below. Cash and cash equivalents The Company considers cash equivalents to be all short-term, highly liquid investments, which include money market instruments, that are not restricted as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. Discontinued operations Upon divesture of a business, the Company classifies such business as a discontinued operation, if the divested business represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For disposals other than by sale such as abandonment, the results of operations of a business would not be recorded as a discontinued operation until the period in which the business is actually abandoned. The Masthercell Business divesture qualifies as a discontinued operation and therefore have been presented as such. The results of businesses that have qualified as discontinued operations have been presented as such for all reporting periods. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. Any loss or gain that arose from the divesture of a business that qualifies as discontinued operations has been included within the results of the discontinued operations. The Company included information regarding cash flows from discontinued operations (See Note 3). Newly issued and recently adopted accounting pronouncements The Company early adopted ASU 2019-12 on January 1, 2020 which did not have a material impact on the Consolidated Financial Statements except for the removal of the exception related to intra-period tax allocations. Commencing from January 1, 2020, the Company followed the general intra-period allocation of tax expenses. The Company had incurred a loss from continuing operations and subsequent to the adoption of ASU 2019-12, the Company determined the amount attributable to continuing operations without regard to the tax effect of other items. The ASU 2019-12 amendment related to the intra-period tax allocation was applied prospectively. Had the Company not adopted ASU 2019-12, an approximately $ 11.5 million tax benefit would have been recognized along with corresponding decreases to net loss from continuing operations with a corresponding increase in tax expenses and decrease in net income resulting from discontinued operations. The Company had no intra-period tax allocation items in prior years. Use of Estimates The preparation of our consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic may directly or indirectly impact our business, results of operations and financial condition, will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates. |
DISCONTINUED OPERATION
DISCONTINUED OPERATION | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
DISCONTINUED OPERATION | NOTE 3 – DISCONTINUED OPERATION On February 2, 2020, the Company entered into a Purchase Agreement with GPP, Masthercell and the Buyer. Pursuant to the terms and conditions of the Purchase Agreement, Sellers agreed to sell 100 % of the outstanding equity interests of Masthercell to Buyer for an aggregate nominal purchase price of $ 315 million, subject to customary adjustments. The Company has determined that the Masthercell Business meets the criteria to be classified as a discontinued operation. On February 10, 2020, the Masthercell Sale was consummated in accordance with the terms of the Purchase Agreement. After accounting for GPP’s liquidation preference and equity stake in Masthercell, as well as SFPI – FPIM’s interest in MaSTherCell, distributions to Masthercell option holders and transaction costs, the Company received approximately $ 126.7 million at the closing of the Masthercell Sale, of which $ 7.2 million was used for the repayment of intercompany loans and payables, including $ 4.6 million of payables to MaSTherCell. Included in this amount is $ 1.5 million which was deposited into an escrow account in connection with potential adjustments based on working capital and indebtedness at closing. The escrow amount was transferred to the Company at the end of July 2020. Due to the sale of the controlling interest in Masthercell, the Company retrospectively reclassified the assets and liabilities of these entities as assets and liabilities of discontinued operations and included the financial results of these entities (as of the February 10, 2020) in discontinued operations in the Company’s consolidated financial statements. Discontinued operations relate to the Masthercell Business. The comprehensive loss and balance sheet for this operation are separately reported as discontinued operations for all periods presented. The financial results of the Masthercell Business are presented as income (loss) from discontinued operations, net of income taxes on the Company’s consolidated statement of comprehensive loss. The following table presents the financial results associated with the Masthercell Business operation as reflected in the Company’s Consolidated Comprehensive loss (in thousands): SCHEDULE OF DISCONTINUED OPERATION Six Months Ended Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2019 OPERATIONS Revenues $ 2,556 $ 6,626 $ 13,508 Cost of revenues 1,482 3,928 7,967 Cost of research and development and research and development services, net 7 (364 ) (514 ) Amortization of intangible assets 137 408 816 Selling, general and administrative expenses 1,896 3,094 5,708 Other (income) expenses, net 305 (31 ) (65 ) Operating loss 1,271 409 404 Financial (income) expenses, net (29 ) 6 45 Loss before income taxes 1,242 415 449 Tax expenses (income) (30 ) 537 623 Net loss from discontinuing operation, net of tax $ 1,212 $ 952 $ 1,072 DISPOSAL Gain on disposal before income taxes $ 102,594 $ - $ - Provision for income taxes (*) (12,622 ) - - Gain on disposal $ 8 9,972 $ - $ - Net profit (loss) from discontinuing operation, net of tax $ 88,760 $ (952 ) $ (1,072 ) * Provision for income taxes was updated in the three months period ended June 30, 2020 in the amount of $6.7 million due to tax benefit recognized from net loss from continuing operation according to ASU 2019-12, see also Note 2. The following table is a summary of the assets and liabilities of discontinued operations (in thousands): As of December 31, 2019 Assets ASSETS: Cash and cash equivalents $ 11,281 Restricted cash 186 Accounts receivable, net 6,654 Prepaid expenses and other receivables 845 Grants receivable 1,979 Inventory 1,907 Deposits 326 Property and equipment, net 22,149 Intangible assets, net 10,858 Operating lease right-of-use assets 8,860 Goodwill 10,129 Other assets 47 TOTAL ASSETS OF DISCONTINUED OPERATIONS $ 75,221 As of December 31, 2019 LIABILITIES: Accounts payable $ 5,756 Accrued expenses and other payables 372 Employees and related payables 2,047 Advance payments on account of grant 2,227 Short-term loans and current maturities of long- term loans 372 Contract liabilities 8,301 Current maturities of long-term finance leases 291 Current maturities of operating leases 1,365 Non-current operating leases 7,069 Loans payable 1,230 Deferred taxes 1,868 Long-term finance leases 688 TOTAL LIABILITIES OF DISCONTINUED OPERATIONS $ 31,586 The following table represents the components of the cash flows from discontinued operations (in thousands): Six Months Ended Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2019 Net cash flows provided by (used in) operating activities $ (2,409 ) $ 2,271 $ (2,416 ) Net cash flows used in investing activities $ (579 ) $ (1,356 ) $ (2,300 ) Net cash flows (used in) provided by financing activities $ (51 ) $ (216 ) $ 6,296 Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams related to discontinued operations (in thousands): SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS Six Months Ended Three Months Ended Six Months Ended June 30, June 30, June 30, Revenue stream: Cell process development services $ 2,556 $ 3,891 $ 8,647 Tech transfer services - 1,702 3,532 Cell manufacturing services - 1,033 1,329 Total $ 2,556 $ 6,626 $ 13,508 |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2020 | |
Equity [Abstract] | |
EQUITY | NOTE 4 – EQUITY On January 20, 2020, the Company entered into a Securities Purchase Agreement (the “January Purchase Agreement”) with certain investors pursuant to which the Company issued and sold, in a private placement (the “Offering”), 2,200,000 shares of Common Stock at a purchase price of $ 4.20 per share (the “Shares”) and warrants to purchase up to 1,000,000 shares of Common Stock at an exercise price of $ 5.50 per share (the “Warrants”) which are exercisable between June 2021 and January 2023. The Company received gross proceeds of approximately $ 9.24 million before deducting related offering expenses. During April 2020, the Company and Tamir Biotechnology, Inc. (“Tamir”) entered into an Asset Purchase Agreement pursuant to which 3,400,000 shares of Common Stock were issued to Tamir (See Note 6). During the six months ended June 30, 2020, the Company issued 270,174 ordinary shares to service providers. As of June 30, 2020, 135,000 shares have additional restrictions on transfer until such services have been provided. During the three months ended June 30, 2020, one option holder exercised 83,334 options at an exercise price of $ 3.60 for 83,334 ordinary shares, and the Company received $ 300 thousand. |
CONVERTIBLE LOANS
CONVERTIBLE LOANS | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
CONVERTIBLE LOANS | NOTE 5 – CONVERTIBLE LOANS On January 2, 2020, the Company entered into private placement subscription agreements with investors for an aggregate amount of $ 250 thousand of convertible loans. The lenders shall be entitled, at any time prior to or no later than the maturity date, to convert the outstanding amount, into shares of Common Stock of the Company at a conversion price per share equal to $ 7.00 . In addition, the Company granted the investors 151,428 warrants to purchase an equal number of additional shares of Common Stock at a price of $ 7.00 per share. During the six months ended June 30, 2020, the Company repaid $ 2,746 thousand on account of the principal amount and accrued interest of convertible loans. |
COLLABORATIONS, LICENSE AGREEME
COLLABORATIONS, LICENSE AGREEMENTS AND COMMITMENTS | 6 Months Ended |
Jun. 30, 2020 | |
Collaborations License Agreements And Commitments | |
COLLABORATIONS, LICENSE AGREEMENTS AND COMMITMENTS | NOTE 6 – COLLABORATIONS, LICENSE AGREEMENTS AND COMMITMENTS Image Securities Ltd. (a related party) As described in Note 12 to the financial statements of December 31, 2019, on July 11, 2018, the Company and Image Securities Ltd., a corporation with its registered office in Grand Cayman, Grand Cayman Islands (“India Partner”), entered into a Joint Venture Agreement (the “India JVA”) pursuant to which the parties will collaborate in the development, marketing, clinical development and/or commercialization of cell therapy products in India (the “Cell Therapy Products”). The India Partner will collaborate with a network of healthcare facilities and a healthcare infrastructure as well as financial partners to advance the development and commercialization of the cell therapy products in India. As of June 30, 2020, the Company had advanced $ 3 million, of which $ 500 thousand was transferred in the first quarter of 2020, as part of its financing obligations under the India JVA to the India Partner, who is holding the loan in escrow on behalf of the Company. The loan is reflected on the balance sheet as a loan to a related party. As part of the agreement, the India joint venture will procure consulting services from the Company. During January 2020, the Company entered into a new statement of work pursuant to the master services agreement signed in 2019 for the provision of certain services during 2020 and 2021. The Company, subject to mutually agreed timing and definition of the scope of services, will provide regulatory services, pre-clinical studies, intellectual property services, point-of-care services and co-development services to the India Partner. The Company received $ 500 thousand as payments for such services during the six months ended June 30, 2020. $ 772 thousand for these services was recognized during the six months ended June 30, 2020 as income under ASC 606. Apart from the above, there was no activity in the India joint venture during the six months ended June 30, 2020. Hemogenyx Pharmaceuticals PLC. As described in Note 12 to the financial statements of December 31, 2019, on October 18, 2018, the Company and Hemogenyx Pharmaceuticals PLC., a corporation with its registered office in the United Kingdom, and Hemogenyx-Cell, a corporation with its registered office in Belgium, and which is engaged in the development of cell replacement bone marrow therapy technology (“H-Cell” and, collectively with the Company, “Hemo”), entered into a Collaboration Agreement (the “Hemo Agreement”) pursuant to which the parties will collaborate in the funding of the continued development of and commercialization of, the Hemo technology via the Hemo group companies. Pursuant to the Hemo Agreement, the Company and Hemogenyx LLC, a wholly owned USA subsidiary of Hemo (“Hemo-LLC”), entered into a loan agreement. During the six months ended June 30, 2020, the Company advanced $ 250 thousand under the loan agreement, which was charged to expenses under ASC 730-10-50 and 20-50 and presented as research and development costs. Immugenyx LLC As described in Note 12 to the financial statements as of December 31, 2019, on October 16, 2018, the Company and Immugenyx LLC, (“Immu”), which is engaged in the development of technology related to the production and use of humanized mice, entered into a Collaboration Agreement (the “Immu Agreement”) pursuant to which the parties will collaborate in the funding of the continued development of, and commercialization of, the Immu technology. The Company received the worldwide rights to market the products under the Immu Agreement in consideration for the payment of a 12 % royalty, subject to the terms of the agreement. Pursuant to the Immu Agreement, the Company and Immu also entered into a loan agreement. During the six months ended June 30, 2020, the Company advanced $ 250 thousand under the loan agreement, which was charged to expenses under ASC 730-10-50 and ASC 20-50 and presented as research and development costs. Theracell Advanced Biotechnology As described in Note 12 to the financial statements as of December 31, 2019, on February 14, 2019, the Company and Theracell Advanced Biotechnology, a corporation organized under the laws of Greece (“Theracell”), entered into a Joint Venture Agreement (the “Greek JVA”) pursuant to which the parties will collaborate in the clinical development and commercialization of the Company’s products (hereinafter, the “Company Products”) in Greece, Turkey, Cyprus and Balkan countries (the “Territory”) and the clinical development and commercialization of Theracell’s products (hereinafter, the “Theracell Products”) worldwide (the “Theracell Project”). The parties intend to pursue the Theracell Project through a joint venture (“JV”) by forming a JV entity (the “Greek JV Entity”). Until the Greek JV Entity is formed, all JV activities are being carried out by Theracell. The Company by itself, or together with a designee, will hold a 50 % participating interest in the Greek JV Entity, with the remaining 50 % participating interest being held by Theracell or its affiliate following the parties’ contributions to the Greek JV Entity as set forth under the Greek JVA. Each of the parties committed to contribute $ 10 million to the JV Entity, of which $ 5 million will be provided as in-kind contributions. The Greek JV Entity will have a steering committee that will act as the board of directors of the Greek JV Entity and shall be composed of a total of five members, with two members appointed by each party and one industry expert to be appointed by both parties. The Company shall have the option, at its sole discretion and subject to all rules and regulations to which it is then subject, to require Theracell to transfer to the Company the entirety of Theracell’s equity interest in the JV Entity for a consideration of shares of Common Stock according to an agreed-upon formula. During January 2020, the Company entered into a new statement of work pursuant to the master services agreement signed in 2019 with Theracell for the provision of certain services by the Company during 2020 and 2021. During the six months ended June 30, 2020, the Company recognized point of care service revenue in the amount of $ 733 thousand. During the six months ended June 30, 2020, the Company recorded expenses related to activities in the territory in the amount of $ 896 thousand. As of June 30, 2020, the Greek JV had not yet been incorporated. Broaden Bioscience and Technology Corp As described in Note 12 to the financial statements as of December 31, 2019, on November 10, 2019, the U.S. Subsidiary and Broaden Bioscience and Technology Corp, a Delaware corporation (“Broaden”), entered into a Joint Venture Agreement (the “Broaden JVA”) pursuant to which the parties will collaborate in the development and/or marketing, clinical development and commercialization of cell therapy products and the setting up of point-of-care processing facilities in China and the Middle East (the “Broaden Project”). The parties intend to pursue the Broaden Project through a joint venture by forming a joint venture entity (the “Broaden JV Entity”). During January 2020, the Company entered into a master service agreement with Broaden whereby the Company, subject to mutually agreed timing and definition of the scope of services, will provide regulatory services, pre-clinical studies, intellectual property services, GMP process translation services and co-development services to Broaden during 2020 and 2021. During the six months ended June 30, 2020, the Company recognized point of care services revenue in the amount of $ 806 thousand. During January 2020, the U.S. Subsidiary and Broaden Bioscience and Technology Corp entered into a convertible loan agreement pursuant to which the Company agreed to lend Broaden Bioscience and Technology Corp an amount of up to $ 5 million as a convertible loan as part of Company’s investment in the Broaden JV. As of the date of this report, the Company has not lent Broaden Bioscience and Technology Corp any funds as part of this loan. During the six months ended June 30, 2020, the Company recorded research and development expenses related to activities in the Broaden JVA in the amount of $ 830 thousand. Apart from the above, as of June 30, 2020, the Broaden JV Entity had not been incorporated. Cure Therapeutics During 2019, the Company entered into a master service agreement with Cure Therapeutics whereby the Company, subject to mutually agreed timing and definition of the scope of services, will provide point-of-care services to Cure Therapeutics during 2020 and 2021. During the six months ended June 30, 2020, the Company recognized point of care services revenue in the amount of $ 714 thousand. As described in Note 12 to the financial statements as of December 31, 2019, on May 7, 2018, the Company and Cure Therapeutics entered into a collaboration agreement for the development of therapies based on liver and NK cells. An amount of $ 976 thousand was charged during the six months ended June 30, 2020 . 567 thousand was recognized as revenues by Orgenesis Korea during the six months ended June 30, 2020. Mircod Limited As described in Note 12 to the financial statements as of December 31, 2019, on June 19, 2018, the Company and Mircod Limited, a company formed under the laws of Cyprus (“Mircod”), entered into a Collaboration and License Agreement (the “Mircod Collaboration Agreement”) for the adaptation of Mircod’s background technologies related to biological sensing for use for the Company’s clinical development and manufacturing projects (the “Development Project”). The Development Project is to be carried out in accordance with an agreed development plan. During the six months ended June 30, 2020, the Company recorded research and development expenses related to the development plan in the amount of $ 500 thousand. In addition, during the first quarter of 2020, as per the Mircod Collaboration agreement, Mircod formed a wholly-owned US subsidiary named Mircod Biotech (the “Mircod Subsidiary”). The Mircod Subsidiary shall perform the duties of Mircod under the Collaboration Agreement, provided that Mircod shall remain responsible for the performance of the Mircod Subsidiary. At any time, the Company shall have the option, at its sole discretion, to transfer and require Mircod or the Mircod Subsidiary to transfer the Development Project and/or the rights and licenses granted by Mircod to a joint venture company (“JV Entity”) which shall be established by the parties for the purposes of carrying out and commercializing the Development Project, and in which the Company and Mircod will each hold 50 %. The Company shall also have the option to, at its sole discretion and subject to all rules and regulations to which it is then subject, require Mircod to transfer to the Company the entirety of Mircod’s equity interest in the JV Entity for a consideration of shares of Common Stock according to an agreed formula. The parties agreed to amend the development plan to reflect the fact that the parties shall collaborate with each other on: (i) point-of-care processing, regulatory and therapy development; (ii) setting up one or more point–of-care processing facilities in institutions or hospitals the territory of Russia; (iii) the supply of the Company’s products and services within Russia, and (iv) clinical, regulatory, development and commercialization in Russia. The Company may, at its sole discretion, agree to provide Mircod with a convertible loan (which may be converted into shares of Mircod then outstanding or into the JV Entity, upon a valuation to be agreed between the parties and validated by a third party subject to terms to be agreed upon by the parties in a separate convertible loan agreement). The convertible loan will be used to finance the modification of the processing facility or facilities including, planning, designing, testing, training or supervising, as required for obtaining cGMP status approval(s) and/or relevant certification for any processing facility and other activities. As at June 30, 2020, the loan agreement was not executed. Kidney Cure Ltd During April 2020, the Company entered into a joint venture agreement with Kidney Cure Ltd. (“Kidney Cure” and the “Kidney Cure JVA,” respectively), pursuant to which the parties will collaborate in the (i) implementation of a point-of-care strategy; (ii) assessment of the options for development and manufacture of various cell-based types (including kidney derived cells, MSC cells, exosomes, gene therapies) development; and (iii) development of protocols and tests for kidney therapies (the “Project”). The parties intend to pursue the joint venture through a newly established company (hereinafter, the “KC JV Entity”), which the Company, directly or indirectly by itself, will hold a 49 % participating interest therein, with the remaining 51 % participating interest being held by Kidney Cure. The board of directors of the KC JV Entity will act as a steering committee KC JV Entity and shall be composed of a total of three members, with one member appointed by each party and the third member appointed by both parties. The Company will procure services from the Kidney Cure JVA in the amount of $ 5 million, subject to and in accordance with a development and manufacturing plan to be mutually agreed upon by the parties. Under the Kidney Cure JVA, the Company can require Kidney Cure to sell to the Company its participating (including equity) interest in the KC JV Entity in consideration for the issuance of Common Stock based on an agreed-upon formula for determining the KC JV Entity’s valuation, provided that Company has contributed at least $ 5 million. As of June 30, 2020, the Company had advanced $ 200 thousand to Kidney Cure on account of its obligations under the Kidney Cure JVA and a further $ 250 thousand was advanced during July 2020. Apart from the above, as of June 30, 2020, no activity has begun in the said KC JV Entity, no contributions were made therein and the KC JV Entity had not been incorporated. Sescom Ltd During April 2020, the Company entered into a joint venture agreement with Sescom Ltd (“Sescom”), pursuant to which the parties will collaborate in (i) the assessment of relevant tools and technologies to be used in the Company’s information security system (the “ISS”); (ii) the implementation of the ISS within the Company and in the Company’s point-of-care network; and (iii) the operation and maintenance of the ISS. The parties intend to pursue the joint venture through a company to be established (the “Sescom JV Entity”), which shall be 50 % owned by the Company and 50 % owned by Sescom. The Sescom JV Entity will have a steering committee that will act as the board of directors of the Sescom JV Entity and shall be composed of a total of three members, with one member appointed by each party and one industry expert. Sescom has agreed to provide Sescom JV Entity with: (a) a non-exclusive, transferable and sublicensable worldwide royalty-free license to use its background IP, to the extent required for carrying out the development activities by the Sescom JV Entity; and (b) to make available to the Sescom JV Entity all relevant know-how and royalty-free licenses to any proprietary technologies to be implemented as part of the ISS. The Company has agreed to procure services from Sescom or the Sescom JV Entity in an amount of up to $ 1 million, of which $ 500 thousand was paid to Sescom during April 2020. In addition, the Company has agreed to provide the Sescom JV Entity with: (a) a non-exclusive, not transferable and non-sublicensable worldwide royalty-free license to use its background IP, to the extent required for carrying out certain activities by the Sescom JV Entity; and (b) access to its point-of-care network and relevant data to be used for the certain activities. The parties agreed that at any time after the Company has contributed $ 1 million in Sescom or the Sescom JV Entity, the Company shall have the right, in its sole discretion, to purchase from Sescom all of Sescom’s then-issued and outstanding shares in the Sescom JV Entity based on a valuation of the Sescom JV Entity to be determined by an agreed-upon formula. Apart from the above, as of June 30, 2020, no other activity had taken place in the Sescom JV Entity and the Sescom JV Entity had not been incorporated. Tamir Biotechnology, Inc. On April 7, 2020, the Company entered into the Tamir Purchase Agreement with Tamir, pursuant to which the Company agreed to acquire certain assets and liabilities of Tamir related to the discovery, development and testing of therapeutic products for the treatment of diseases and conditions in humans, including all rights to Ranpirnase and use for antiviral therapy. The Tamir Transaction closed on April 23, 2020. The Tamir Transaction closed upon the occurrence of the closing conditions contained in the Tamir Purchase Agreement. As aggregate consideration for the acquisition, the Company paid $ 2.46 2 million in cash and issued an aggregate of 3,400,000 shares (the “Shares”) of Common Stock to Tamir resulting in a total consideration of $ 20.2 million. $ 59 thousand and 340,000 Shares will be held in an escrow account for a period of 18 months from closing to secure indemnification obligations of Tamir pursuant to the terms of the Tamir Purchase Agreement. $ 4.5 million of the consideration was attributable to research and development related inventory and most of the remaining amount reflected the cost of intangible assets. Included in the purchased assets and assumed liabilities was the assumption by the Company of a worldwide license to a private company of certain Tamir technologies in the field of treatment, amelioration, mitigation or prevention of diseases or conditions of the eye and its adnexa in return for certain development and sales milestone payments to be paid to Tamir. This license fee and the right to receive future milestone payments (of up to $11 million assuming that certain milestones are reached) and royalties (of up to $ 35 million based on net sales milestones), were assumed by the Company in connection with the Tamir Purchase Agreement together with a less than 10 % share interest. To date, no milestones have been reached. The Company’s acquired right to Tamir’s intellectual property represents a single identifiable asset sourced from the agreement. Therefore, all the fair value associated with the agreement is concentrated in one identifiable asset and is not considered a business in accordance with ASC 805-10-55-5A. The Company therefore accounted for the right to Tamir’s intellectual property and other assets acquired under the agreement as an acquisition of an asset and recognized $ 19.5 million as research and development expenses under ASC 730. |
STOCK-BASED COMPENSATION
STOCK-BASED COMPENSATION | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
STOCK-BASED COMPENSATION | NOTE 7 – STOCK-BASED COMPENSATION a. Options Granted to employees The table below summarizes the terms of options for the purchase of shares in the Company granted to employees and directors during the period from January 1, 2020 to June 30, 2020: SCHEDULE OF STOCK OPTIONS GRANTED No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Period Employees 359,450 $ 2.99 -$ 6.84 Quarterly over a period of two years 768 10 years Directors 68,750 $ 2.99 -$ 4.70 91% on the one-year anniversary and the remaining 9% in three equal installments on the first, second and third year anniversaries $ 147 10 years The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF VALUATION ASSUMPTIONS OF STOCK OPTIONS During the Period from Value of one common share $ 2.99 -$ 6.84 Dividend yield 0 % Expected stock price volatility 82 %- 86 % Risk free interest rate 0.48 %- 1.71 % Expected term (years) 5 . 5.6 b. Options Granted to Non-Employees The table below summarizes all the options for the purchase of shares in the Company granted to consultants and service providers during the period from January 1, 2020 to June 30, 2020: SCHEDULE OF STOCK OPTIONS GRANTED TO NON-EMPLOYEE No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Non-employees 42,500 $ 2.99 -$ 6.84 Quarterly over a period of two years $ 132 10 years The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF VALUATION ASSUMPTIONS OF STOCK OPTIONS During the Period from Value of one common share $ 2.99 -$ 6.84 Dividend yield 0 % Expected stock price volatility 89 % Risk free interest rate 0.73 %- 1.12 % Expected term (years) 10 c. Warrants and Shares Issued to Non-Employees The fair value of Common Stock issued was the share price of the shares issued at the day of grant. During the six months ended June 30, 2020, the Company granted 193,178 warrants to several consultants at an exercise price of between $ 3.14 and $ 5.34 per share and exercisable for up to for three years. The fair value of those warrants as of the date of grant using the Black-Scholes valuation model was $ 377 thousand. See also Notes 4 and 5. |
LOSS PER SHARE
LOSS PER SHARE | 6 Months Ended |
Jun. 30, 2020 | |
Loss (earnings) per share: | |
LOSS PER SHARE | NOTE 8 – LOSS PER SHARE The following table sets forth the calculation of basic and diluted loss per share for the period indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 (in thousands, except per share data) Basic: Net loss from continuing operations attributable to Orgenesis Inc. $ 27,127 $ 4,860 $ 34,103 $ 13,169 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (6,721 ) 341 (89,252 ) 343 Adjustment of redeemable non-controlling interest to redemption amount - 611 414 853 Basic: Net income (loss) available to common stockholders (6,721 ) 952 (88,838 ) 1,196 Net (income) loss attributable to Orgenesis Inc. for loss per share 20,406 5,812 (54,735 ) 14,365 Weighted average number of common shares outstanding 21,515,254 16,001,439 19,648,042 15,772,333 Loss per common share from continuing operations $ 1.26 $ 0.30 $ 1.73 $ 0.83 Net (earnings) loss common share from discontinued operations $ (0.31 ) $ 0.06 $ (4.52 ) $ 0.08 Net (earnings) loss per share $ 0.95 $ 0.36 $ (2.79 ) $ 0.91 Diluted: Net loss from continuing operations attributable to Orgenesis Inc. for loss per share 27,127 4,860 34,103 13,169 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (6,721 ) 952 (88,838 ) 1,196 Net (income) loss attributable to Orgenesis Inc. for loss per share 20,406 5,812 (54,735 ) 14,365 Weighted average number of shares used in the computation of basic and diluted loss per share 21,515,254 16,001,439 19,648,042 15,772,333 Net loss per common share from continuing operations $ 1.26 $ 0.30 $ 1.73 $ 0.83 Net (earnings) loss per common share from discontinued operations $ (0.31 ) $ 0.06 $ (4.52 ) $ 0.08 Net (earnings) loss per share $ 0.95 $ 0.36 $ (2.79 ) $ 0.91 |
REVENUES
REVENUES | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
REVENUES | NOTE 9 – REVENUES Disaggregation of Revenue The following table disaggregates the Company’s revenues by major revenue streams. SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 (in thousands) Revenue stream: Cell process development services $ 575 $ 169 $ 602 $ 588 Point-of-care services 1,174 962 3,025 962 Total $ 1,749 $ 1,131 $ 3,627 $ 1,550 Contract Assets and Liabilities Contract assets are mainly comprised of trade receivables net of allowance for doubtful debts, which includes amounts billed and currently due from customers. The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Six Months Ended June 30, 2020 June 30, 2019 (in thousands) Balance as of beginning of period $ 1,831 $ 129 Additions 2,944 654 Collections (828 ) (157 ) Exchange rate differences 3 (8 ) Balance as of end of period $ 3,950 $ 618 The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Six Months Ended June 30, 2020 June 30, 2019 (in thousands) Balance as of beginning of period $ 325 $ 56 Additions 597 518 Realizations (760 ) (116 ) Balance as of end of period $ 162 $ 458 |
SIGNIFICANT ACCOUNTING POLICI_2
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Accounting Policies [Abstract] | |
Cash and cash equivalents | Cash and cash equivalents The Company considers cash equivalents to be all short-term, highly liquid investments, which include money market instruments, that are not restricted as to withdrawal or use, and short-term bank deposits with original maturities of three months or less from the date of purchase that are not restricted as to withdrawal or use and are readily convertible to known amounts of cash. |
Discontinued operations | Discontinued operations Upon divesture of a business, the Company classifies such business as a discontinued operation, if the divested business represents a strategic shift that has (or will have) a major effect on an entity’s operations and financial results. For disposals other than by sale such as abandonment, the results of operations of a business would not be recorded as a discontinued operation until the period in which the business is actually abandoned. The Masthercell Business divesture qualifies as a discontinued operation and therefore have been presented as such. The results of businesses that have qualified as discontinued operations have been presented as such for all reporting periods. Results of discontinued operations include all revenues and expenses directly derived from such businesses; general corporate overhead is not allocated to discontinued operations. Any loss or gain that arose from the divesture of a business that qualifies as discontinued operations has been included within the results of the discontinued operations. The Company included information regarding cash flows from discontinued operations (See Note 3). |
Newly issued and recently adopted accounting pronouncements | Newly issued and recently adopted accounting pronouncements The Company early adopted ASU 2019-12 on January 1, 2020 which did not have a material impact on the Consolidated Financial Statements except for the removal of the exception related to intra-period tax allocations. Commencing from January 1, 2020, the Company followed the general intra-period allocation of tax expenses. The Company had incurred a loss from continuing operations and subsequent to the adoption of ASU 2019-12, the Company determined the amount attributable to continuing operations without regard to the tax effect of other items. The ASU 2019-12 amendment related to the intra-period tax allocation was applied prospectively. Had the Company not adopted ASU 2019-12, an approximately $ 11.5 million tax benefit would have been recognized along with corresponding decreases to net loss from continuing operations with a corresponding increase in tax expenses and decrease in net income resulting from discontinued operations. The Company had no intra-period tax allocation items in prior years. |
Use of Estimates | Use of Estimates The preparation of our consolidated financial statements requires us to make estimates, judgments and assumptions that may affect the reported amounts of assets, liabilities, equity, revenues and expenses and related disclosure of contingent assets and liabilities. On an ongoing basis, we evaluate our estimates, judgments and methodologies. We base our estimates on historical experience and on various other assumptions that we believe are reasonable, the results of which form the basis for making judgments about the carrying values of assets, liabilities and equity and the amount of revenues and expenses. The full extent to which the COVID-19 pandemic may directly or indirectly impact our business, results of operations and financial condition, will depend on future developments that are uncertain, including as a result of new information that may emerge concerning COVID-19 and the actions taken to contain it or treat COVID-19, as well as the economic impact on local, regional, national and international customers and markets. We have made estimates of the impact of COVID-19 within our financial statements, and although there is currently no major impact, there may be changes to those estimates in future periods. Actual results may differ from these estimates. |
DISCONTINUED OPERATION (Tables)
DISCONTINUED OPERATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Discontinued Operations and Disposal Groups [Abstract] | |
SCHEDULE OF DISCONTINUED OPERATION | The financial results of the Masthercell Business are presented as income (loss) from discontinued operations, net of income taxes on the Company’s consolidated statement of comprehensive loss. The following table presents the financial results associated with the Masthercell Business operation as reflected in the Company’s Consolidated Comprehensive loss (in thousands): SCHEDULE OF DISCONTINUED OPERATION Six Months Ended Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2019 OPERATIONS Revenues $ 2,556 $ 6,626 $ 13,508 Cost of revenues 1,482 3,928 7,967 Cost of research and development and research and development services, net 7 (364 ) (514 ) Amortization of intangible assets 137 408 816 Selling, general and administrative expenses 1,896 3,094 5,708 Other (income) expenses, net 305 (31 ) (65 ) Operating loss 1,271 409 404 Financial (income) expenses, net (29 ) 6 45 Loss before income taxes 1,242 415 449 Tax expenses (income) (30 ) 537 623 Net loss from discontinuing operation, net of tax $ 1,212 $ 952 $ 1,072 DISPOSAL Gain on disposal before income taxes $ 102,594 $ - $ - Provision for income taxes (*) (12,622 ) - - Gain on disposal $ 8 9,972 $ - $ - Net profit (loss) from discontinuing operation, net of tax $ 88,760 $ (952 ) $ (1,072 ) * Provision for income taxes was updated in the three months period ended June 30, 2020 in the amount of $6.7 million due to tax benefit recognized from net loss from continuing operation according to ASU 2019-12, see also Note 2. The following table is a summary of the assets and liabilities of discontinued operations (in thousands): As of December 31, 2019 Assets ASSETS: Cash and cash equivalents $ 11,281 Restricted cash 186 Accounts receivable, net 6,654 Prepaid expenses and other receivables 845 Grants receivable 1,979 Inventory 1,907 Deposits 326 Property and equipment, net 22,149 Intangible assets, net 10,858 Operating lease right-of-use assets 8,860 Goodwill 10,129 Other assets 47 TOTAL ASSETS OF DISCONTINUED OPERATIONS $ 75,221 As of December 31, 2019 LIABILITIES: Accounts payable $ 5,756 Accrued expenses and other payables 372 Employees and related payables 2,047 Advance payments on account of grant 2,227 Short-term loans and current maturities of long- term loans 372 Contract liabilities 8,301 Current maturities of long-term finance leases 291 Current maturities of operating leases 1,365 Non-current operating leases 7,069 Loans payable 1,230 Deferred taxes 1,868 Long-term finance leases 688 TOTAL LIABILITIES OF DISCONTINUED OPERATIONS $ 31,586 The following table represents the components of the cash flows from discontinued operations (in thousands): Six Months Ended Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2019 Net cash flows provided by (used in) operating activities $ (2,409 ) $ 2,271 $ (2,416 ) Net cash flows used in investing activities $ (579 ) $ (1,356 ) $ (2,300 ) Net cash flows (used in) provided by financing activities $ (51 ) $ (216 ) $ 6,296 |
SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS | The following table disaggregates the Company’s revenues by major revenue streams related to discontinued operations (in thousands): SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS Six Months Ended Three Months Ended Six Months Ended June 30, June 30, June 30, Revenue stream: Cell process development services $ 2,556 $ 3,891 $ 8,647 Tech transfer services - 1,702 3,532 Cell manufacturing services - 1,033 1,329 Total $ 2,556 $ 6,626 $ 13,508 |
STOCK-BASED COMPENSATION (Table
STOCK-BASED COMPENSATION (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Share-based Payment Arrangement [Abstract] | |
SCHEDULE OF STOCK OPTIONS GRANTED | The table below summarizes the terms of options for the purchase of shares in the Company granted to employees and directors during the period from January 1, 2020 to June 30, 2020: SCHEDULE OF STOCK OPTIONS GRANTED No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Period Employees 359,450 $ 2.99 -$ 6.84 Quarterly over a period of two years 768 10 years Directors 68,750 $ 2.99 -$ 4.70 91% on the one-year anniversary and the remaining 9% in three equal installments on the first, second and third year anniversaries $ 147 10 years |
SCHEDULE OF VALUATION ASSUMPTIONS OF STOCK OPTIONS | The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF VALUATION ASSUMPTIONS OF STOCK OPTIONS During the Period from Value of one common share $ 2.99 -$ 6.84 Dividend yield 0 % Expected stock price volatility 82 %- 86 % Risk free interest rate 0.48 %- 1.71 % Expected term (years) 5 . 5.6 |
SCHEDULE OF STOCK OPTIONS GRANTED TO NON-EMPLOYEE | The table below summarizes all the options for the purchase of shares in the Company granted to consultants and service providers during the period from January 1, 2020 to June 30, 2020: SCHEDULE OF STOCK OPTIONS GRANTED TO NON-EMPLOYEE No. of Options Granted Exercise Price Vesting Period Fair Value at Grant (in thousands) Expiration Non-employees 42,500 $ 2.99 -$ 6.84 Quarterly over a period of two years $ 132 10 years |
SCHEDULE OF VALUATION ASSUMPTIONS OF STOCK OPTIONS | The fair valuation of these option grants is based on the following assumptions: SCHEDULE OF VALUATION ASSUMPTIONS OF STOCK OPTIONS During the Period from Value of one common share $ 2.99 -$ 6.84 Dividend yield 0 % Expected stock price volatility 89 % Risk free interest rate 0.73 %- 1.12 % Expected term (years) 10 |
LOSS PER SHARE (Tables)
LOSS PER SHARE (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Loss (earnings) per share: | |
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE | The following table sets forth the calculation of basic and diluted loss per share for the period indicated: SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 (in thousands, except per share data) Basic: Net loss from continuing operations attributable to Orgenesis Inc. $ 27,127 $ 4,860 $ 34,103 $ 13,169 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (6,721 ) 341 (89,252 ) 343 Adjustment of redeemable non-controlling interest to redemption amount - 611 414 853 Basic: Net income (loss) available to common stockholders (6,721 ) 952 (88,838 ) 1,196 Net (income) loss attributable to Orgenesis Inc. for loss per share 20,406 5,812 (54,735 ) 14,365 Weighted average number of common shares outstanding 21,515,254 16,001,439 19,648,042 15,772,333 Loss per common share from continuing operations $ 1.26 $ 0.30 $ 1.73 $ 0.83 Net (earnings) loss common share from discontinued operations $ (0.31 ) $ 0.06 $ (4.52 ) $ 0.08 Net (earnings) loss per share $ 0.95 $ 0.36 $ (2.79 ) $ 0.91 Diluted: Net loss from continuing operations attributable to Orgenesis Inc. for loss per share 27,127 4,860 34,103 13,169 Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share (6,721 ) 952 (88,838 ) 1,196 Net (income) loss attributable to Orgenesis Inc. for loss per share 20,406 5,812 (54,735 ) 14,365 Weighted average number of shares used in the computation of basic and diluted loss per share 21,515,254 16,001,439 19,648,042 15,772,333 Net loss per common share from continuing operations $ 1.26 $ 0.30 $ 1.73 $ 0.83 Net (earnings) loss per common share from discontinued operations $ (0.31 ) $ 0.06 $ (4.52 ) $ 0.08 Net (earnings) loss per share $ 0.95 $ 0.36 $ (2.79 ) $ 0.91 |
REVENUES (Tables)
REVENUES (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Revenue from Contract with Customer [Abstract] | |
SCHEDULE OF DISAGGREGATION OF REVENUE | The following table disaggregates the Company’s revenues by major revenue streams. SCHEDULE OF DISAGGREGATION OF REVENUE Three Months Ended Six Months Ended June 30, 2020 June 30, 2019 June 30, 2020 June 30, 2019 (in thousands) Revenue stream: Cell process development services $ 575 $ 169 $ 602 $ 588 Point-of-care services 1,174 962 3,025 962 Total $ 1,749 $ 1,131 $ 3,627 $ 1,550 |
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES | The activity for trade receivables is comprised of: SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES Six Months Ended June 30, 2020 June 30, 2019 (in thousands) Balance as of beginning of period $ 1,831 $ 129 Additions 2,944 654 Collections (828 ) (157 ) Exchange rate differences 3 (8 ) Balance as of end of period $ 3,950 $ 618 |
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES | The activity for contract liabilities is comprised of: SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES Six Months Ended June 30, 2020 June 30, 2019 (in thousands) Balance as of beginning of period $ 325 $ 56 Additions 597 518 Realizations (760 ) (116 ) Balance as of end of period $ 162 $ 458 |
DESCRIPTION OF BUSINESS (Detail
DESCRIPTION OF BUSINESS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 07, 2020 | Feb. 10, 2020 | Jan. 20, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Proceeds from equity | [1] | $ 8,738 | |||||
Common Stock, Par or Stated Value Per Share | $ 0.0001 | $ 0.0001 | |||||
Accumulated loss | $ 34,000 | ||||||
Securities Purchase Agreement [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Proceeds from Issuance of Private Placement | $ 9,240 | ||||||
Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Stock issued during period value acquisitions | $ 2,460 | ||||||
Stock Issued During Period, Shares, Acquisitions | 3,400,000 | ||||||
Business Combination, Consideration Transferred | $ 20,200 | ||||||
Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member] | Research and Development Expense [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Business Combination, Consideration Transferred | $ 4,500 | ||||||
Masthercell [Member] | Securities Purchase Agreement [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Percentage of outstanding equity interests | 100.00% | ||||||
Aggregate nominal purchase price of outstanding equity interests | $ 315,000 | ||||||
Proceeds from equity | 126,700 | ||||||
Transaction cost incurred | 5,600 | ||||||
Repayment of intercompany loans and payables | $ 7,200 | ||||||
Cure Cell Co Ltd [Member] | |||||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | |||||||
Ownership percentage | 9412.00% | ||||||
[1] | See Note 3 for information regarding the discontinued operation. |
SIGNIFICANT ACCOUNTING POLICI_3
SIGNIFICANT ACCOUNTING POLICIES (Details Narrative) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Income Tax Expense (Benefit) | $ (12) | $ 19 | $ 35 | $ 68 |
Accounting Standards Update 2019-12 [Member] | ||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||
Income Tax Expense (Benefit) | $ 11,500 |
SCHEDULE OF DISCONTINUED OPERAT
SCHEDULE OF DISCONTINUED OPERATION (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | ||
Discontinued Operations and Disposal Groups [Abstract] | |||||
Revenues | $ 6,626 | $ 2,556 | $ 13,508 | ||
Cost of revenues | 3,928 | 1,482 | 7,967 | ||
Cost of research and development and research and development services, net | (364) | 7 | (514) | ||
Amortization of intangible assets | 408 | 137 | 816 | ||
Selling, general and administrative expenses | 3,094 | 1,896 | 5,708 | ||
Other (income) expenses, net | (31) | 305 | (65) | ||
Operating loss | 409 | 1,271 | 404 | ||
Financial (income) expenses, net | 6 | (29) | 45 | ||
Loss before income taxes | 415 | 1,242 | 449 | ||
Tax expenses (income) | 537 | (30) | 623 | ||
Net loss from discontinuing operation, net of tax | 952 | 1,212 | 1,072 | ||
Gain on disposal before income taxes | 102,594 | ||||
Provision for income taxes | [1] | (12,622) | |||
Gain on disposal | 8 | ||||
Net profit (loss) from discontinuing operation, net of tax | (952) | 88,760 | (1,072) | ||
Cash and cash equivalents | $ 11,281 | ||||
Restricted cash | 186 | ||||
Accounts receivable, net | 6,654 | ||||
Prepaid expenses and other receivables | 845 | ||||
Grants receivable | 1,979 | ||||
Inventory | 1,907 | ||||
Deposits | 326 | ||||
Property and equipment, net | 22,149 | ||||
Intangible assets, net | 10,858 | ||||
Operating lease right-of-use assets | 8,860 | ||||
Goodwill | 10,129 | ||||
Other assets | 47 | ||||
TOTAL ASSETS OF DISCONTINUED OPERATIONS | 75,221 | ||||
Accounts payable | 5,756 | ||||
Accrued expenses and other payables | 372 | ||||
Employees and related payables | 2,047 | ||||
Advance payments on account of grant | 2,227 | ||||
Short-term loans and current maturities of long- term loans | 372 | ||||
Contract liabilities | 8,301 | ||||
Current maturities of long-term finance leases | 291 | ||||
Current maturities of operating leases | 1,365 | ||||
Non-current operating leases | 7,069 | ||||
Loans payable | 1,230 | ||||
Deferred taxes | 1,868 | ||||
Long-term finance leases | 688 | ||||
TOTAL LIABILITIES OF DISCONTINUED OPERATIONS | $ 31,586 | ||||
Net cash flows provided by (used in) operating activities | 2,271 | (2,409) | (2,416) | ||
Net cash flows used in investing activities | (1,356) | (579) | (2,300) | ||
Net cash flows (used in) provided by financing activities | $ (216) | $ (51) | $ 6,296 | ||
[1] | Provision for income taxes was updated in the three months period ended June 30, 2020 in the amount of $6.7 million due to tax benefit recognized from net loss from continuing operation according to ASU 2019-12, see also Note 2. |
SCHEDULE OF DISAGGREGATION OF R
SCHEDULE OF DISAGGREGATION OF REVENUE RELATED TO DISCONTINUED OPERATIONS (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||
Disaggregation of revenue | $ 6,626 | $ 2,556 | $ 13,508 |
Cell Process Development Services [Member] | |||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||
Disaggregation of revenue | 3,891 | 2,556 | 8,647 |
Tech Transfer Services [Member] | |||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||
Disaggregation of revenue | 1,702 | 3,532 | |
Cell Manufacturing Services [Member] | |||
SEC Schedule, 12-17, Insurance Companies, Reinsurance [Line Items] | |||
Disaggregation of revenue | $ 1,033 | $ 1,329 |
DISCONTINUED OPERATION (Details
DISCONTINUED OPERATION (Details Narrative) - USD ($) $ in Thousands | Feb. 10, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | |
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Proceeds from Issuance or Sale of Equity | [1] | $ 8,738 | ||
Masthercell [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Escrow Deposit | $ 1,500 | |||
Masthercell [Member] | Securities Purchase Agreement [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Percentage of outstanding equity interests | 100.00% | |||
Aggregate nominal purchase price of outstanding equity interests | $ 315,000 | |||
Proceeds from Issuance or Sale of Equity | 126,700 | |||
Repayment of intercompany loans and payables | 7,200 | |||
Masthercell S A [Member] | ||||
Discounted Future Net Cash Flows Relating to Proved Oil and Gas Reserves [Line Items] | ||||
Repayment of intercompany loans and payables | $ 4,600 | |||
[1] | See Note 3 for information regarding the discontinued operation. |
EQUITY (Details Narrative)
EQUITY (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | Apr. 07, 2020 | Jan. 20, 2020 | Jun. 30, 2020 | Jun. 30, 2020 |
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, Issued for Services | 270,174 | |||
Additional restrictions of shares on transfer of services provided | 135,000 | |||
One Option Holder [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 83,334 | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercises in Period | 83,334 | |||
Shares Issued, Price Per Share | $ 3.60 | $ 3.60 | ||
Proceeds from Stock Options Exercised | $ 300 | |||
Securities Purchase Agreement [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Sale of Stock, Number of Shares Issued in Transaction | 2,200,000 | |||
Sale of Stock, Price Per Share | $ 4.20 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 1,000,000 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 5.50 | |||
[custom:WarrantExercisableDescription] | exercisable between June 2021 and January 2023. | |||
Proceeds from Issuance of Private Placement | $ 9,240 | |||
Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member] | ||||
Collaborative Arrangement and Arrangement Other than Collaborative [Line Items] | ||||
Stock Issued During Period, Shares, Acquisitions | 3,400,000 |
CONVERTIBLE LOANS (Details Narr
CONVERTIBLE LOANS (Details Narrative) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jan. 02, 2020 | ||
Line of Credit Facility [Line Items] | ||||
Repayments of Convertible Debt | [1] | $ 2,400 | ||
Convertible Loans [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Repayments of Convertible Debt | $ 2,746 | |||
Private Placement Subscription Agreements [Member] | ||||
Line of Credit Facility [Line Items] | ||||
Aggregate amount of subscription agreement | $ 250 | |||
Debt Instrument, Convertible, Conversion Price | $ 7 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 151,428 | |||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 7 | |||
[1] | See Note 3 for information regarding the discontinued operation. |
COLLABORATIONS, LICENSE AGREE_2
COLLABORATIONS, LICENSE AGREEMENTS AND COMMITMENTS (Details Narrative) - USD ($) $ in Thousands | Jul. 31, 2020 | Apr. 07, 2020 | Apr. 30, 2020 | Jun. 30, 2020 | Mar. 31, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Oct. 16, 2018 |
Entity Listings [Line Items] | |||||||||
Cash received as payment for services | $ 500 | ||||||||
Revenues | $ 1,749 | $ 1,131 | 3,627 | $ 1,550 | |||||
Revenue from Contract with Customer, Excluding Assessed Tax | 1,470 | 575 | 2,855 | 994 | |||||
Research and Development Expense | 24,720 | $ 2,073 | 29,423 | $ 7,373 | |||||
Invested amount for development plan | $ 5,000 | ||||||||
Maximum [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Amount Invest for development plan | $ 5,000 | ||||||||
Joint Venture Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 49.00% | ||||||||
Amount Invest for development plan | $ 1,000 | ||||||||
Invested amount for development plan | $ 500 | ||||||||
Joint Venture Agreement [Member] | Parent Company [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||
Joint Venture Agreement [Member] | Kidney Cure Ltd [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 51.00% | ||||||||
Proceeds from Contributions from Parent | $ 250,000 | 200,000 | |||||||
Joint Venture Agreement [Member] | Sescom Ltd [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Equity Method Investment, Ownership Percentage | 50.00% | ||||||||
Invested amount for development plan | $ 1,000 | ||||||||
Tamir Purchase Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Escrow Deposit | $ 59 | ||||||||
Number of shares deposit in escrow account | 340,000 | ||||||||
Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Research and Development Expense | $ 19,500 | ||||||||
Stock Issued During Period, Value, Acquisitions | $ 2,460 | ||||||||
Stock Issued During Period, Shares, Acquisitions | 3,400,000 | ||||||||
Business Combination, Consideration Transferred | $ 20,200 | ||||||||
Royalty percentage | 10.00% | ||||||||
Tamir Purchase Agreement [Member] | Tamir Biotechnology Inc [Member] | Research and Development Expense [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Business Combination, Consideration Transferred | $ 4,500 | ||||||||
Total consideration | 4,500 | ||||||||
Tamir Purchase Agreement [Member] | Maximum [Member] | Tamir Biotechnology Inc [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Royalty Expense | $ 35,000 | ||||||||
Image Securities Ltd. [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Due to Related Parties | 3,000 | 3,000 | |||||||
Related Party Transaction, Amounts of Transaction | $ 500 | ||||||||
Image Securities Ltd. [Member] | Master Services Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Revenues | 772 | ||||||||
Hemogenyx Pharmaceuticals PLC. [Member] | Loan Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Financing Receivable, after Allowance for Credit Loss | 250 | 250 | |||||||
Immugenyx LLC [Member] | Loan Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Financing Receivable, after Allowance for Credit Loss | $ 250 | $ 250 | |||||||
Immugenyx LLC [Member] | Immu Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Consideration percentage | 12.00% | ||||||||
Theracell Advanced Biotechnology [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Interest In Joint Venture | 50.00% | 50.00% | |||||||
Noncontrolling Interest In Joint Venture | 50.00% | 50.00% | |||||||
Theracell Advanced Biotechnology [Member] | JV Entity [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Proceeds from Contributions from Affiliates | $ 10,000 | ||||||||
Paid in-kind contributions | 5,000 | ||||||||
Theracell Advanced Biotechnology [Member] | Master Services Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Research and Development Expense | 896 | ||||||||
Theracell Advanced Biotechnology [Member] | Master Services Agreement [Member] | Development Service Revenue [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 733 | ||||||||
Broaden Bioscience And Technology Corp [Member] | Master Services Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Research and Development Expense | 830 | ||||||||
Convertible Debt | $ 5,000 | 5,000 | |||||||
Broaden Bioscience And Technology Corp [Member] | Master Services Agreement [Member] | Development Service Revenue [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 806 | ||||||||
Cure Therapeutics [Member] | Master Service Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Financing Receivable, after Allowance for Credit Loss | $ 976 | 976 | |||||||
Cure Therapeutics [Member] | Master Service Agreement [Member] | Orgenesis Korea [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 567 | ||||||||
Cure Therapeutics [Member] | Master Service Agreement [Member] | Development Service Revenue [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | 714 | ||||||||
Microd Limited [Member] | Microd Collaboration Agreement [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Revenue from Contract with Customer, Excluding Assessed Tax | $ 500 | ||||||||
Mircod Limited [Member] | |||||||||
Entity Listings [Line Items] | |||||||||
Interest In Joint Venture | 50.00% | 50.00% |
SCHEDULE OF STOCK OPTIONS GRANT
SCHEDULE OF STOCK OPTIONS GRANTED (Details) $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
No. of Options Granted | shares | 359,450 |
Vesting period | Quarterly over a period of two years |
Fair Value at Grant | $ | $ 768 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Employees [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 2.99 |
Employees [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 6.84 |
Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
No. of Options Granted | shares | 68,750 |
Vesting period | 91% on the one-year anniversary and the remaining 9% in three equal installments on the first, second and third year anniversaries |
Fair Value at Grant | $ | $ 147 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Directors [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 2.99 |
Directors [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 4.70 |
SCHEDULE OF VALUATION ASSUMPTIO
SCHEDULE OF VALUATION ASSUMPTIONS OF STOCK OPTIONS (Details) | 6 Months Ended |
Jun. 30, 2020$ / shares | |
Employees And Directors [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Minimum | 82.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate, Maximum | 86.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.48% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.71% |
Employees And Directors [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price | $ 2.99 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years |
Employees And Directors [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price | $ 6.84 |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 5 years 7 months 6 days |
Non-Employees [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Dividend Rate | 0.00% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Minimum | 0.73% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate, Maximum | 1.12% |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Term | 10 years |
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 89.00% |
Non-Employees [Member] | Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price | $ 2.99 |
Non-Employees [Member] | Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share Price | $ 6.84 |
SCHEDULE OF STOCK OPTIONS GRA_2
SCHEDULE OF STOCK OPTIONS GRANTED TO NON-EMPLOYEE (Details) - Non-Employees [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
No. of Options Granted | shares | 42,500 |
Vesting Period | Quarterly over a period of two years |
Fair Value at Grant | $ | $ 132 |
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 10 years |
Minimum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 2.99 |
Maximum [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 6.84 |
STOCK-BASED COMPENSATION (Detai
STOCK-BASED COMPENSATION (Details Narrative) - Non-Employees [Member] $ / shares in Units, $ in Thousands | 6 Months Ended |
Jun. 30, 2020USD ($)$ / sharesshares | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 42,500 |
Several Consultants [Member] | |
Deferred Compensation Arrangement with Individual, Postretirement Benefits [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | shares | 193,178 |
Warrant, Exercise Price, Decrease | $ / shares | $ 3.14 |
Warrant, Exercise Price, Increase | $ / shares | $ 5.34 |
Warrants term | three |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested in Period, Fair Value | $ | $ 377 |
SCHEDULE OF BASIC AND DILUTED L
SCHEDULE OF BASIC AND DILUTED LOSS PER SHARE (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Loss (earnings) per share: | ||||
Net loss from continuing operations attributable to Orgenesis Inc. | $ 27,127 | $ 4,860 | $ 34,103 | $ 13,169 |
Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share | (6,721) | 341 | (89,252) | 343 |
Adjustment of redeemable non-controlling interest to redemption amount | 611 | 414 | 853 | |
Basic: Net income (loss) available to common stockholders | (6,721) | 952 | (88,838) | 1,196 |
Net (income) loss attributable to Orgenesis Inc. for loss per share | $ 20,406 | $ 5,812 | $ (54,735) | $ 14,365 |
Weighted average number of common shares outstanding | 21,515,254 | 16,001,439 | 19,648,042 | 15,772,333 |
Loss per common share from continuing operations | $ 1.26 | $ 0.30 | $ 1.73 | $ 0.83 |
Net (earnings) loss common share from discontinued operations | (0.31) | 0.06 | (4.52) | 0.08 |
Net (earnings) loss per share | $ 0.95 | $ 0.36 | $ (2.79) | $ 0.91 |
Net loss from continuing operations attributable to Orgenesis Inc. for loss per share | $ 27,127 | $ 4,860 | $ 34,103 | $ 13,169 |
Net (income) loss from discontinued operations attributable to Orgenesis Inc. for loss per share | (6,721) | 952 | (88,838) | 1,196 |
Net (income) loss attributable to Orgenesis Inc. for loss per share | $ 20,406 | $ 5,812 | $ (54,735) | $ 14,365 |
Weighted average number of shares used in the computation of basic and diluted loss per share | 21,515,254 | 16,001,439 | 19,648,042 | 15,772,333 |
Net loss per common share from continuing operations | $ 1.26 | $ 0.30 | $ 1.73 | $ 0.83 |
Net (earnings) loss per common share from discontinued operations | (0.31) | 0.06 | (4.52) | 0.08 |
Net (earnings) loss per share | $ 0.95 | $ 0.36 | $ (2.79) | $ 0.91 |
SCHEDULE OF DISAGGREGATION OF_2
SCHEDULE OF DISAGGREGATION OF REVENUE (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Disaggregation of Revenue [Line Items] | ||||
Total | $ 1,749 | $ 1,131 | $ 3,627 | $ 1,550 |
Cell Process Development Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | 575 | 169 | 602 | 588 |
Point Of Care Services [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Total | $ 1,174 | $ 962 | $ 3,025 | $ 962 |
SCHEDULE OF ACTIVITY FOR TRADE
SCHEDULE OF ACTIVITY FOR TRADE RECEIVABLES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Balance as of beginning of period | $ 1,831 | $ 129 |
Additions | 2,944 | 654 |
Collections | (828) | (157) |
Exchange rate differences | 3 | (8) |
Balance as of end of period | $ 3,950 | $ 618 |
SCHEDULE OF ACTIVITY FOR CONTRA
SCHEDULE OF ACTIVITY FOR CONTRACT LIABILITIES (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2020 | Jun. 30, 2019 | |
Revenue from Contract with Customer [Abstract] | ||
Balance as of beginning of period | $ 325 | $ 56 |
Additions | 597 | 518 |
Realizations | (760) | (116) |
Balance as of end of period | $ 162 | $ 458 |