Stock-Based Compensation (Policies) | 3 Months Ended |
Mar. 31, 2020 |
Segment Reporting [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying condensed consolidated financial statements of iCAD, Inc. and subsidiaries (“iCAD” or the “Company”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP”). In the opinion of management, these unaudited interim condensed consolidated financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the financial position of the Company at March 31, 2020, the results of operations of the Company for the three- month period ended March 31, 2020 and 2019, and cash flows of the Company for the three-month period ended March 31, 2020 and 2019. Although the Company believes that the disclosures in these financial statements are adequate to make the information presented not misleading, certain information normally included in the footnotes prepared in accordance with US GAAP has been omitted as permitted by the rules and regulations of the Securities and Exchange Commission (“SEC”). The accompanying financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Company’s Annual Report on Form 10-K |
Segments | Segments The Company reports the results of two segments: Cancer Detection (“Detection”) and Cancer Therapy (“Therapy”). The Detection segment consists of advanced image analysis and workflow products. The Therapy segment consists of radiation therapy (“Axxent”) products. |
Risk and Uncertainty | Risk and Uncertainty On March 12, 2020, the World Health Organization declared COVID-19 COVID-19, COVID-19. COVID-19 COVID-19 The Company believes even if that event of default were to occur, the Company’s current liquidity and capital resources are sufficient to sustain operations through at least the next 12 months, primarily due to cash on hand, which now includes an additional estimated $12.2 million the Company received following the sale of 1,562,500 shares of the Company’s common stock at $8.00 per share, pursuant to a registered direct offering which closed on April 27, 2020. Our results for the quarter ending March 31, 2020 reflect a negative impact from, among other things, the COVID-19 pandemic as shipping, logistics, acceptance and installation and training have been delayed and ordering patterns disrupted. Although we do not provide guidance to investors relating to our future results of operations, we expect that our results for the quarter ending June 30, 2020, and possibly future quarters, will reflect a negative impact from the COVID-19 pandemic for similar reasons. Depending upon the duration and severity of the pandemic, the continuing effect on our results over the long term is uncertain. The Company’s exposure to trade accounts receivable losses may increase if its customers are adversely affected by changes in healthcare laws, coverage, and reimbursement, economic pressures or uncertainty associated with local or global economic recessions, disruption associated with the current COVID-19 COVID-19 |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements There are no |
Revenue Recognition | Revenue Recognition Revenue is recognized when a customer obtains control of promised goods or services. The amount of revenue recognized reflects the consideration which the Company expects to be entitled to receive in exchange for these goods or services and excludes any sales incentives or taxes collected from customer s Disaggregation of Revenue The following tables presents our revenues disaggregated by major good or service line, timing of revenue recognition, and sales channel, reconciled to our reportable segments (in thousands). Three months ended March 31, 2020 Reportable Segments Detection Therapy Total Major Goods/Service Lines Products $ 3,100 $ 1,346 $ 4,446 Service contracts 1,347 347 1,694 Supply and source usage agreements — 371 371 Professional services — 11 11 Other 29 — 29 $ 4,476 $ 2,075 $ 6,551 Timing of Revenue Recognition Goods transferred at a point in time $ 3,129 $ 1,383 $ 4,512 Services transferred over time 1,347 692 2,039 $ 4,476 $ 2,075 $ 6,551 Sales Channels Direct sales force $ 2,172 $ 1,469 $ 3,641 OEM partners 2,304 — 2,304 Channel partners — 606 606 $ 4,476 $ 2,075 $ 6,551 Three months ended March 31, 2019 Reportable Segments Detection Therapy Total Major Goods/Service Lines Products $ 2,790 $ 1,519 $ 4,309 Service contracts 1,322 516 1,838 Supply and source usage agreements — 537 537 Professional services — 33 33 Other 56 — 56 $ 4,168 $ 2,605 $ 6,773 Timing of Revenue Recognition Goods transferred at a point in time $ 2,790 $ 1,632 $ 4,422 Services transferred over time 1,378 973 2,351 $ 4,168 $ 2,605 $ 6,773 Sales Channels Direct sales force $ 2,057 $ 1,812 $ 3,869 OEM partners 2,111 — 2,111 Channel partners — 793 793 $ 4,168 $ 2,605 $ 6,773 Products. Service Contracts. non-lease Supply and Source Usage Agreements. Professional Services. Other. Contract Balances Contract liabilities are a component of deferred revenue, and contract assets are a component of prepaid and other current assets. The following table provides information about receivables, contract assets, and contract liabilities from contracts with customers (in thousands). Contract balances Balance at Receivables, which are included in ‘Trade accounts receivable’ $ 7,090 Contract assets, which are included in “Prepaid and other current assets” 14 Contract liabilities, which are included in “Deferred revenue” 5,491 Timing of revenue recognition may differ from timing of invoicing to customers. The Company records a receivable when revenue is recognized prior to receipt of cash payment and the Company has the unconditional right to such consideration, or unearned revenue when cash payments are received or due in advance of performance. For multi-year agreements, the Company generally invoices customers annually at the beginning of each annual service period. The Company’s accounts receivable from contracts with customers, net of allowance for doubtful accounts, was $7.1 million and $9.8 million as of March 31, 2020 and December 31, 2019, respectively. The Company will record a contract asset for unbilled revenue when the Company’s performance is in excess of amounts billed or billable. The Company has classified the contract asset balance as a component of prepaid expenses and other current assets as of March 31, 2020 and December 31, 2019. The contract asset balance was $14,000 as of March 31, 2020 and December 31, 2019. Deferred revenue from contracts with customers is primarily composed of fees related to long-term service arrangements, which are generally billed in advance. Deferred revenue also includes payments for installation and training that has not yet been completed and other offerings for which we have been paid in advance and earn the revenue when we transfer control of the product or service. Deferred revenue from contracts with customers is included in deferred revenue in the consolidated balance sheets. The balance of deferred revenue at March 31, 2020 and December 31, 2019 is as follows (in thousands): Contract liabilities March 31, 2020 December 31, 2019 Short term $ 5,259 $ 5,248 Long term 232 356 Total $ 5,491 $ 5,604 Changes in deferred revenue from contracts with customers were as follows (in thousands): Three Months Ended March 31, 2020 Balance at beginning of period $ 5,604 Deferral of revenue 2,226 Recognition of deferred revenue (2,339 ) Balance at end of period $ 5,491 We expect to recognize approximately $4.8 million of the deferred amount in 2020, $0.5 million in 2021, and $0.2 million thereafter. |
Litigation | Litigation In December 2016, the Company entered into an Asset Purchase Agreement with Invivo Corporation. In accordance with the agreement, the Company sold to Invivo all right, title and interest to certain intellectual property relating to the Company’s VersaVue Software and DynaCAD product and related assets for $3.2 million. The Company closed the transaction on January 30, 2017 less a holdback reserve of $350,000 for a net of approximately $2.9 million. On September 5, 2018, third-party Yeda Research and Development Company Ltd. (“Yeda”), filed a complaint (“the Complaint”) against the Company and Invivo in the United States District Court for the Southern District of New York, captioned Yeda Research and Development Company Ltd. v. iCAD, Inc. and Invivo Corporation, Case No. 1:18-cv-08083-GBD, The Company may be a party to various legal proceedings and claims arising out of the ordinary course of its business. Although the final results of all such matters and claims cannot be predicted with certainty, the Company currently believes that there are no current proceedings or claims pending against it the ultimate resolution of which would have a material adverse effect on its financial condition or results of operations. However, should the Company fail to prevail in any legal matter or should several legal matters be resolved against the Company in the same reporting period, such matters could have a material adverse effect on our operating results and cash flows for that particular period. The Company may be a party to certain actions that have been filed against the Company which are being vigorously defended. The Company has determined that potential losses in these matters are neither probable or reasonably possible at this time. In all cases, at each reporting period, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under ASC 450, Contingencies. Legal costs are expensed as incurred. |
Fair Value Measurements | Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset • Level 1 - Quoted prices in active markets for identical assets or liabilities. • Level 2 - Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities. • Level 3 - Unobservable inputs that are supported by little or no market activity and that are significant to the fair value. A financial instrument’s level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. The Company’s financial instruments consist of cash and cash equivalents, accounts receivable, accounts payable, and notes payable and convertible debentures. Due to their short-term nature and market rates of interest, the carrying amounts of the financial instruments (except the Convertible Debentures, which were measured at fair value in accordance with the fair value option election) approximated fair value as of February 21, 2020 and December 31, 2019. The Company’s assets and liabilities that are measured at fair value on a recurring basis include the Company’s money market accounts and convertible debentures. The money market funds are included in cash and cash equivalents in the accompanying balance sheet and are considered a Level 1 measurement as they are valued at quoted market prices in active markets. The Convertible Debentures were recorded as a separate component of the Company’s consolidated balance sheet and are considered a Level 3 measurement due to the utilization of significant unobservable inputs in their valuation. See Note 4(b) for a discussion of these fair value measurements. The following table sets forth the Company’s assets and liabilities which are measured at fair value on a recurring basis by level within the fair value hierarchy (in thousands). Fair Value Measurements (000’s) as of December 31, 2019 Level 1 Level 2 Level 3 Total Assets Money market accounts $ 15,313 $ — $ — $ 15,313 Total Assets $ 15,313 $ — $ — $ 15,313 Liabilities Convertible debentures $ — $ — $ 13,642 $ 13,642 Total Liabilities $ — $ — $ 13,642 $ 13,642 Fair Value Measurements (000’s) as of March 31, 2020 Level 1 Level 2 Level 3 Total Assets Money market accounts $ 14,256 $ — $ — $ 14,256 Total Assets $ 14,256 $ — $ — $ 14,256 Liabilities Convertible debentures $ — $ — $ — $ — Total Liabilities $ — $ — $ — $ — The following sets forth a reconciliation of the changes in the fair value of the Convertible Debentures that were Convertible Debenture Balance, December 31, 2019 $ 13,642 Fair value adjustments 7,522 Conversion (21,164 ) Balance, March 31, 2020 $ — |
Income Taxes | The Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was enacted by the United States on March 27, 2020. Although the Company is continuing to analyze the impact of on its business, the CARES Act did not have a material impact on our provision for income taxes for the three months ended March 31, 2020. The Company recorded an income tax provision of $26,000 and $8,000 for the three-months ended March 31, 2020 and March 31, 2019, respectively. The Company had no material unrecognized tax benefits and a deferred tax liability of approximately $4,000 related to tax amortizable goodwill. No other adjustments were required under ASC 740, “Income Taxes”. The Company does not expect that the unrecognized tax benefits will materially increase within the next 12 months. The Company did not recognize any interest or penalties related to uncertain tax positions at March 31, 2020. The Company files United States federal income tax returns and income tax returns in various states and local jurisdictions. The Company’s three preceding tax years remain subject to examination by federal and state taxing authorities. In addition, because the Company has net operating loss carry-forwards, the Internal Revenue Service and state jurisdictions are permitted to audit earlier years and propose adjustments up to the amount of net operating loss generated in those years. The Company is not currently under examination by any federal or state jurisdiction for any tax years. |
Intangibles - Goodwill and Other | The Company tests goodwill for impairment on an annual basis and between annual tests if events and circumstances indicate it is more likely than not that the fair value of the reporting unit is less than the carrying value of the reporting unit. Factors the Company considers important, which could trigger an impairment of such asset, include the following: • significant underperformance relative to historical or projected future operating results; • significant changes in the manner or use of the assets or the strategy for the Company’s overall business; • significant negative industry or economic trends; • significant decline in the Company’s stock price for a sustained period; and • a decline in the Company’s market capitalization below net book value. The Company considered the goodwill impairment factors due to the uncertainty around the potential impact of the COVID-19 pandemic on the Company’s continuing operations and on the global economy as a whole. Under this consideration the Company performed scenario testing of the projections to the most recent impairment analysis performed as of October 1, 2019. The Company concluded that it did not have a triggering event or impairment indicators in the quarter ended March 31, 2020. The Company would record an impairment charge when such assessment indicates that the fair value of a reporting unit was less than the carrying value. In evaluating potential impairments outside of the annual measurement date, judgment is required in determining whether an event has occurred that may impair the value of goodwill or intangible assets. The Company utilizes either discounted cash flow models or other valuation models, such as comparative transactions and market multiples, to determine the fair value of reporting units. The Company makes assumptions about future cash flows, future operating plans, discount rates, comparable companies, market multiples, purchase price premiums and other factors in those models. Different assumptions and judgment determinations could yield different conclusions that would result in an impairment charge to income in the period that such change or determination was made. The Company determines the fair values for each reporting unit using a weighting of the income approach and the market approach. For purposes of the income approach, fair value is determined based on the present value of estimated future cash flows, discounted at an appropriate risk adjusted rate. The Company uses internal forecasts to estimate future cash flows and includes estimates of long-term future growth rates based on our most recent views of the long-term forecast for each segment. Accordingly, actual results can differ from those assumed in our forecasts. Discount rates are derived from a capital asset pricing model and by analyzing published rates for industries relevant to our reporting units to estimate the cost of equity financing. The Company uses discount rates that are commensurate with the risks and uncertainty inherent in the respective businesses and in our internally developed forecasts. In the market approach, the Company uses a valuation technique in which values are derived based on market prices of publicly traded companies with similar operating characteristics and industries. A market approach allows for comparison to actual market transactions and multiples. It can be somewhat limited in its application because the population of potential comparable publicly-traded companies can be limited due to differing characteristics of the comparative business and ours, as well as market data may not be available for divisions within larger conglomerates or non-public The Company corroborates the total fair values of the reporting units using a market capitalization approach; however, this approach cannot be used to determine the fair value of each reporting unit value. The blend of the income approach and market approach is more closely aligned to the business profile of the Company, including markets served and products available. In addition, required rates of return, along with uncertainties inherent in the forecast of future cash flows, are reflected in the selection of the discount rate. In addition, under the blended approach, reasonably likely scenarios and associated sensitivities can be developed for alternative future states that may not be reflected in an observable market price. The Company will assess each valuation methodology based upon the relevance and availability of the data at the time the valuation is performed and weights the methodologies appropriately. T ha s , Detection and Therapy, A rollforward of goodwill activity by reportable segment is as follows (in thousands): Consolidated Detection Therapy Total Accumulated Goodwill 47,937 $ — $ — 47,937 Accumulated impairment (26,828 ) — — (26,828 ) Fair value allocation (21,109 ) 7,663 13,446 — Acquisition of DermEbx and Radion — — 6,154 6,154 Acquisition measurement period adjustments — — 116 116 Acquisition of VuComp — 1,093 — 1,093 Sale of MRI assets — (394 ) (394 ) Impairment — — (19,716 ) (19,716 ) Prior to December 31, 2018 — 8,362 — 8,362 Balance at December 31, 2018 $ — $ 8,362 $ — $ 8,362 Balance at December 31, 2019 $ — $ 8,362 $ — $ 8,362 Balance at March 31, 2020 $ — $ 8,362 $ — $ 8,362 |
Long-lived assets | The Company assesses long-lived assets for impairment if events and circumstances indicate it is more likely than not that the fair value of the asset group is less than the carrying value of the asset group. There is no set interval or frequency for recoverability evaluation rather when to determine when, if at all, an asset (or asset group) is evaluated for recoverability is based on “events and circumstances .” The following factors are examples of events or changes in circumstances that indicate the carrying amount of an asset (asset group) may not be recoverable and thus is to be evaluated for recoverability. • A significant decrease in the market price of a long-lived asset (asset group); • A significant adverse change in the extent or manner in which a long-lived asset (asset group) is being used or in its physical condition; • A significant adverse change in legal factors or in the business climate that could affect the value of a long-lived asset (asset group), including an adverse action or assessment by a regulator; • An accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of a long-lived asset (asset group); • A current period operating or cash flow loss combined with a history of operating or cash flow losses or a projection or forecast that demonstrates continuing losses associated with the use of a long-lived asset (asset group). The Company determined there were no If the carrying amount of an asset or asset group (in use or under development) is evaluated and found not to be fully recoverable (the carrying amount exceeds the estimated gross, undiscounted cash flows from use and disposition), then an impairment loss must be recognized. The impairment loss is measured as the excess of the carrying amount over the fair value of the asset (or asset group). The Company determined the “Asset Group” of the Company to be the assets of the Cancer Therapy segment and the Cancer Detection segment, which the Company considers to be the lowest level for which the identifiable cash flows were largely independent of the cash flows of other assets and liabilities. A considerable amount of judgment and assumptions are required in performing the impairment tests, principally in determining the fair value of the asset group and the reporting unit. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair values and, therefore additional impairment charges could be required. Significant negative industry or economic trends, disruptions to the Company’s business, loss of significant customers, inability to effectively integrate acquired businesses, unexpected significant changes or planned changes in use of the assets may adversely impact the assumptions used in the fair value estimates and ultimately result in future impairment charges. |
Segment Reporting | Operating segments, are defined as components of an enterprise that engage in business activities for which discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”) in deciding how to allocate resources and assess performance. |