Cover Page
Cover Page - shares | 9 Months Ended | |
Sep. 30, 2022 | Nov. 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q3 | |
Document Transition Report | false | |
Entity Registrant Name | Organogenesis Holdings Inc. | |
Entity Central Index Key | 0001661181 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Trading Symbol | ORGO | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, State or Province | MA | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Entity Common Stock, Shares Outstanding | 130,915,099 | |
Entity File Number | 001-37906 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 85 Dan Road | |
Entity Address, City or Town | Canton | |
Entity Address, Postal Zip Code | 02021 | |
Entity Tax Identification Number | 98-1329150 | |
City Area Code | 781 | |
Local Phone Number | 575-0775 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 107,250 | $ 113,929 |
Restricted cash | 771 | 599 |
Accounts receivable, net | 93,115 | 82,460 |
Inventory, net | 24,683 | 25,022 |
Prepaid expenses and other current assets | 4,707 | 4,969 |
Total current assets | 230,526 | 226,979 |
Property and equipment, net | 97,012 | 79,160 |
Intangible assets, net | 22,010 | 25,673 |
Goodwill | 28,772 | 28,772 |
Operating lease right-of-use assets, net | 45,369 | 49,144 |
Deferred tax asset, net | 31,994 | 31,994 |
Other assets | 1,589 | 1,537 |
Total assets | 457,272 | 443,259 |
Current liabilities: | ||
Deferred acquisition consideration | 1,436 | |
Current portion of term loan | 5,004 | 2,656 |
Finance lease obligations | 200 | |
Current portion of operating lease obligations | 12,155 | 11,785 |
Accounts payable | 37,952 | 29,339 |
Accrued expenses and other current liabilities | 34,162 | 37,289 |
Total current liabilities | 89,273 | 82,705 |
Term loan, net of current portion | 67,600 | 70,769 |
Operating lease obligations, net of current portion | 42,981 | 46,893 |
Other liabilities | 1,090 | 1,557 |
Total liabilities | 200,944 | 201,924 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 131,643,647 and 129,408,740 shares issued; 130,915,099 and 128,680,192 shares outstanding at September 30, 2022 and December 31, 2021, respectively. | 13 | 13 |
Additional paid-in capital | 309,102 | 302,155 |
Accumulated deficit | (52,787) | (60,833) |
Total stockholders' equity | 256,328 | 241,335 |
Total liabilities and stockholders' equity | $ 457,272 | $ 443,259 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Sep. 30, 2022 | Dec. 31, 2021 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 131,643,647 | 129,408,740 |
Common stock, shares outstanding | 130,915,099 | 128,680,192 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Statement [Abstract] | ||||
Net revenue | $ 116,859 | $ 113,753 | $ 335,377 | $ 339,501 |
Cost of goods sold | 26,177 | 26,167 | 77,909 | 81,602 |
Gross profit | 90,682 | 87,586 | 257,468 | 257,899 |
Operating expenses: | ||||
Selling, general and administrative | 79,328 | 62,369 | 215,515 | 182,950 |
Research and development | 9,575 | 8,953 | 28,367 | 22,482 |
Total operating expenses | 88,903 | 71,322 | 243,882 | 205,432 |
Income from operations | 1,779 | 16,264 | 13,586 | 52,467 |
Other expense, net: | ||||
Interest expense, net | (572) | (1,482) | (2,039) | (6,383) |
Loss on the extinguishment of debt | (1,883) | (1,883) | ||
Other income (expense), net | 5 | (19) | (19) | (4) |
Total other expense, net | (567) | (3,384) | (2,058) | (8,270) |
Net income before income taxes | 1,212 | 12,880 | 11,528 | 44,197 |
Income tax expense | (997) | (303) | (3,482) | (990) |
Net income | $ 215 | $ 12,577 | $ 8,046 | $ 43,207 |
Net income per share: | ||||
Basic | $ 0 | $ 0.10 | $ 0.06 | $ 0.34 |
Diluted | $ 0 | $ 0.09 | $ 0.06 | $ 0.32 |
Weighted-average common shares outstanding | ||||
Basic | 130,903,160 | 128,546,301 | 129,784,890 | 128,219,674 |
Diluted | 132,232,954 | 133,850,216 | 132,555,265 | 133,766,004 |
CONSOLIDATED STATEMENTS STOCKHO
CONSOLIDATED STATEMENTS STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported | Revision of Prior Period, Reclassification, Adjustment | Common Stock | Common Stock Previously Reported | Additional Paid-in Capital | Additional Paid-in Capital Previously Reported | Accumulated Deficit | Accumulated Deficit Previously Reported | Accumulated Deficit Revision of Prior Period, Reclassification, Adjustment |
Balance at Dec. 31, 2020 | $ 141,808 | $ 13 | $ 296,830 | $ (155,035) | ||||||
Balance (in shares) at Dec. 31, 2020 | 127,731,833 | |||||||||
Exercise of stock options | 2,115 | 2,115 | ||||||||
Exercise of stock options (in shares) | 716,927 | |||||||||
Vesting of RSUs, net of shares surrendered to pay taxes | (737) | (737) | ||||||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 187,901 | |||||||||
Stock-based compensation expense | 2,781 | 2,781 | ||||||||
Net Income | 43,207 | 43,207 | ||||||||
Balance at Sep. 30, 2021 | 189,174 | $ 13 | 300,989 | (111,828) | ||||||
Balance (in shares) at Sep. 30, 2021 | 128,636,661 | |||||||||
Balance at Dec. 31, 2020 | 141,808 | $ 13 | 296,830 | (155,035) | ||||||
Balance (in shares) at Dec. 31, 2020 | 127,731,833 | |||||||||
Net Income | 94,202 | $ 94,902 | ||||||||
Balance at Dec. 31, 2021 | $ 241,335 | 242,035 | $ 13 | $ 13 | 302,155 | $ 302,155 | (60,833) | $ (60,133) | ||
Balance (in shares) at Dec. 31, 2021 | 128,680,192 | 128,680,192 | 128,680,192 | |||||||
Balance at Jun. 30, 2021 | $ 174,646 | $ 13 | 299,038 | (124,405) | ||||||
Balance (in shares) at Jun. 30, 2021 | 128,283,241 | |||||||||
Exercise of stock options | 910 | 910 | ||||||||
Exercise of stock options (in shares) | 353,420 | |||||||||
Stock-based compensation expense | 1,041 | 1,041 | ||||||||
Net Income | 12,577 | 12,577 | ||||||||
Balance at Sep. 30, 2021 | 189,174 | $ 13 | 300,989 | (111,828) | ||||||
Balance (in shares) at Sep. 30, 2021 | 128,636,661 | |||||||||
Balance at Dec. 31, 2021 | $ 241,335 | 242,035 | $ 13 | $ 13 | 302,155 | 302,155 | (60,833) | (60,133) | ||
Balance (in shares) at Dec. 31, 2021 | 128,680,192 | 128,680,192 | 128,680,192 | |||||||
Net Income | $ (913) | 87 | ||||||||
Balance at Mar. 31, 2022 | 241,528 | 243,228 | ||||||||
Balance at Dec. 31, 2021 | $ 241,335 | $ 242,035 | $ 13 | $ 13 | 302,155 | $ 302,155 | (60,833) | $ (60,133) | ||
Balance (in shares) at Dec. 31, 2021 | 128,680,192 | 128,680,192 | 128,680,192 | |||||||
Adjustment due to settlement of GPO fee dispute | $ (700) | $ (700) | ||||||||
Exercise of stock options | $ 2,070 | 2,070 | ||||||||
Exercise of stock options (in shares) | 1,864,961 | |||||||||
Vesting of RSUs, net of shares surrendered to pay taxes | (648) | (648) | ||||||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 166,461 | |||||||||
Issuance of common stock associated with business acquisition | 828 | 828 | ||||||||
Issuance of common stock associated with business acquisition (in shares) | 203,485 | |||||||||
Stock-based compensation expense | 4,697 | 4,697 | ||||||||
Net Income | 8,046 | 8,046 | ||||||||
Balance at Sep. 30, 2022 | $ 256,328 | $ 13 | 309,102 | (52,787) | ||||||
Balance (in shares) at Sep. 30, 2022 | 130,915,099 | 130,915,099 | ||||||||
Balance at Jun. 30, 2022 | $ 254,385 | $ 13 | 307,374 | (53,002) | ||||||
Balance (in shares) at Jun. 30, 2022 | 130,885,369 | |||||||||
Exercise of stock options | 28 | 28 | ||||||||
Exercise of stock options (in shares) | 19,064 | |||||||||
Vesting of RSUs, net of shares surrendered to pay taxes | (2) | (2) | ||||||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 10,666 | |||||||||
Stock-based compensation expense | 1,702 | 1,702 | ||||||||
Net Income | 215 | 215 | ||||||||
Balance at Sep. 30, 2022 | $ 256,328 | $ 13 | $ 309,102 | $ (52,787) | ||||||
Balance (in shares) at Sep. 30, 2022 | 130,915,099 | 130,915,099 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash flows from operating activities: | ||||||
Net Income | $ 215 | $ (913) | $ 12,577 | $ 8,046 | $ 43,207 | $ 94,202 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||||||
Depreciation | 1,456 | 1,937 | 4,331 | 4,010 | ||
Amortization of intangible assets | 1,220 | 1,240 | 3,662 | 3,726 | ||
Amortization of operating lease right-of-use assets | 5,483 | 4,117 | ||||
Non-cash interest expense | 326 | 236 | ||||
Deferred interest expense | 428 | 1,331 | ||||
Provision recorded for doubtful accounts | 733 | 868 | 855 | 2,367 | ||
Loss on disposal of property and equipment | 4,412 | 1,397 | ||||
Adjustment for excess and obsolete inventories | 7,621 | 8,045 | ||||
Stock-based compensation | 4,697 | 2,781 | ||||
Change in fair value of Earnout liability | (3,985) | |||||
Loss on extinguishment of debt | 1,883 | 1,883 | ||||
Changes in operating assets and liabilities: | ||||||
Accounts receivable | (11,510) | (20,147) | ||||
Inventory | (7,282) | (9,741) | ||||
Prepaid expenses and other current assets | 1 | (98) | ||||
Operating leases | (5,250) | (4,179) | ||||
Accounts payable | 5,261 | 5,237 | ||||
Accrued expenses and other current liabilities | (3,828) | (4,061) | 6,765 | 9,354 | ||
Other liabilities | 39 | (2,922) | ||||
Net cash provided by operating activities | 17,059 | 44,030 | ||||
Cash flows from investing activities: | ||||||
Purchases of property and equipment | (23,242) | (25,993) | ||||
Net cash used in investing activities | (23,242) | (25,993) | ||||
Cash flows from financing activities: | ||||||
Repayments under the 2019 Credit Agreement | (70,000) | |||||
Proceeds from term loan under the 2021 Credit Agreement, net of debt discount and issuance cost | 73,174 | |||||
Payments of term loan under the 2021 Credit Agreement | (938) | (469) | ||||
Payments of withholding taxes in connection with RSUs vesting | (648) | (737) | ||||
Proceeds from the exercise of stock options | 2,070 | 2,115 | ||||
Principal repayments of finance lease obligations | (200) | (2,099) | ||||
Payment to extinguish debt | (1,620) | |||||
Payment of deferred acquisition consideration | (608) | (483) | ||||
Net cash provided by financing activities | (324) | (119) | ||||
Change in cash, cash equivalents, and restricted cash | (6,507) | 17,918 | ||||
Cash, cash equivalents, and restricted cash, beginning of period | $ 114,528 | 114,528 | 84,806 | 84,806 | ||
Cash, cash equivalents, and restricted cash, end of period | $ 108,021 | $ 102,724 | 108,021 | 102,724 | $ 114,528 | |
Supplemental disclosure of cash flow information: | ||||||
Cash paid for interest | 1,787 | 5,830 | ||||
Cash paid for income taxes | 974 | 582 | ||||
Supplemental disclosure of non-cash investing and financing activities: | ||||||
Purchases of property and equipment included in accounts payable and accrued expenses | 5,547 | 1,523 | ||||
Right-of-use assets obtained through operating lease obligations | 1,708 | $ 30,639 | ||||
Shares issued for deferred acquisition consideration | $ 828 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 9 Months Ended |
Sep. 30, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Organogenesis Holdings Inc. (“ORGO” or the “Company”) is a leading regenerative medicine company focused on the development, manufacture, and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Several of the existing and pipeline products in the Company’s portfolio have Premarket Application (“PMA”) approval, or Premarket Notification 510(k) clearance from the United States Food and Drug Administration (“FDA”). The Company’s customers include hospitals, wound care centers, government facilities, ambulatory service centers (“ASCs”) and physician offices. The Company has one operating and reportable segment. COVID-19 pandemic The coronavirus (COVID-19) pandemic around the world, and particularly in the United States, continues to present risks to the Company. Although conditions have improved in the United States in recent months, on October 13, 2022, the U.S. Secretary of Health and Human Services extended the COVID-19 public health emergency declaration through at least January 11, 2023. While the COVID-19 pandemic has not materially adversely affected the Company’s financial results and business operations through the third quarter ended September 30, 2022, the Company is unable to predict the impact that COVID-19 will have on its financial position and operating results because of the numerous uncertainties created by the unprecedented nature of the pandemic. The Company is closely monitoring the evolving impact of the pandemic on all aspects of its business. The Company has implemented a number of measures designed to protect the health and safety of its employees, support its customers and promote business continuity. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note “2. Significant Accounting Policies” to the Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as amended (the “Annual Report”). There have been no material changes to the significant accounting policies previously disclosed in the Annual Report. Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared by management in accordance with GAAP and the rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report. The unaudited consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned subsidiaries, Organogenesis Inc., Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s financial position, results of operations and cash flows at the dates and for the periods indicated. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 , any other interim periods, or any future years or periods. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the consolidated financial statements, the estimates and assumptions that management consider to be significant and that present the greatest amount of uncertainty include: revenue recognition; sales returns and credit losses; inventory reserve; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived and indefinite lived assets (including intangible assets); assessing impairment of goodwill; valuation of assets and liabilities that use unobservable inputs; and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions. Revision to Previously Issued Financial Statements In August 2022, the Company reached an agreement with a Group Purchasing Organization (“GPO”) to settle previously disputed GPO fees for $ 3,300 . The Company identified that part of the settlement fee should have been accrued as of March 31, 2022 and December 31, 2021. This error resulted in an overstatement of revenue and understatement of accrued expenses and other current liabilities and accumulated deficit in the financial statements included in the Company’s quarterly reports on Form 10-Q and the Company’s Annual Report previously filed with the SEC. The Company assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality, and ASC 250-10, Accounting Changes and Error Corrections. The Company determined that this error was not material to the financial statements of any prior annual or interim period. There was no impact to the quarter ended September 30, 2022. To correct the immaterial misstatement, the Company revised its previously issued financial statements as follows : March 31, 2022 December 31, 2021 CONSOLIDATED BALANCE SHEETS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Accrued expenses and other current liabilities $ 32,419 $ 1,700 $ 34,119 $ 36,589 $ 700 $ 37,289 Total current liabilities $ 76,792 $ 1,700 $ 78,492 $ 82,005 $ 700 $ 82,705 Total liabilities $ 193,044 $ 1,700 $ 194,744 $ 201,224 $ 700 $ 201,924 Accumulated deficit $ ( 60,046 ) $ ( 1,700 ) $ ( 61,746 ) $ ( 60,133 ) $ ( 700 ) $ ( 60,833 ) Total stockholders’ equity $ 243,228 $ ( 1,700 ) $ 241,528 $ 242,035 $ ( 700 ) $ 241,335 Three Months Ended March 31, 2022 Year Ended December 31, 2021 CONSOLIDATED STATEMENTS OF OPERATIONS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Net revenue $ 98,117 $ ( 1,000 ) $ 97,117 $ 468,059 $ ( 700 ) $ 467,359 Gross profit $ 73,037 $ ( 1,000 ) $ 72,037 $ 353,860 $ ( 700 ) $ 353,160 Income from operations $ 872 $ ( 1,000 ) $ ( 128 ) $ 72,918 $ ( 700 ) $ 72,218 Net income before income taxes $ 132 $ ( 1,000 ) $ ( 868 ) $ 63,786 $ ( 700 ) $ 63,086 Net income $ 87 $ ( 1,000 ) $ ( 913 ) $ 94,902 $ ( 700 ) $ 94,202 Three Months Ended March 31, 2022 Year Ended December 31, 2021 CONSOLIDATED STATEMENTS OF CASH FLOWS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Net income / (loss) $ 87 $ ( 1,000 ) $ ( 913 ) $ 94,902 $ ( 700 ) $ 94,202 Changes in operating assets and liabilities: Accrued expenses and other current liabilities $ ( 4,828 ) $ 1,000 $ ( 3,828 ) $ 8,654 $ 700 $ 9,354 Three Months Ended March 31, 2022 Year Ended December 31, 2021 Revenue by Product Category: As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Advanced Wound Care $ 90,950 $ ( 860 ) $ 90,090 $ 430,839 $ ( 602 ) $ 430,237 Surgical & Sports Medicine $ 7,167 $ ( 140 ) $ 7,027 $ 37,220 $ ( 98 ) $ 37,122 Net revenue $ 98,117 $ ( 1,000 ) $ 97,117 $ 468,059 $ ( 700 ) $ 467,359 Three Months Ended March 31, 2022 Year Ended December 31, 2021 Miscellaneous Items As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised GPO fees $ 619 $ 1,000 $ 1,619 $ 2,963 $ 700 $ 3,663 PuraPly revenue $ 53,300 $ ( 500 ) $ 52,800 $ 198,400 $ ( 350 ) $ 198,050 Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Subsequent to the issuance of ASU 2016-13, the FASB has issued the following updates: ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments- Credit Losses , ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , ASU 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses . The objective of ASU 2016-13 and all the related updates is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 and the related updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities excluding entities eligible to be smaller reporting companies and for fiscal years, and interim periods within those years, beginning after December 15, 2022 for all other entities. Early adoption is permitted. As the Company was a smaller reporting company when the standard was issued, the Company took advantage of the extended transition period and will adopt this standard and the related improvements on January 1, 2023 by recognizing a cumulative-effect adjustment to retained earnings for any impact. The Company evaluated the effects of adopting ASU 2016-13 and the related improvements and does not expect a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), to clarify certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting to apply to derivatives that are affected by the discounting transition. Both ASU 2020-04 and ASU 2021-01 are effective upon issuance through December 31, 2022. The Company’s debt agreement that utilizes LIBOR has conventional LIBOR replacement language. Since the debt agreement has not discontinued the use of LIBOR, this ASU is not yet effective for the Company. To the extent the interest rate changes to the rate specified in the debt agreement, the Company will utilize the relief in this ASU. The Company evaluated the effects of adopting the provisions of ASU 2020-04 and ASU 2021-01 and does not expect a material impact on the Company’s consolidated financial statements. |
Acquisition
Acquisition | 9 Months Ended |
Sep. 30, 2022 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisition On September 17, 2020 (the “Acquisition Date”), the Company acquired certain assets and assumed certain liabilities of CPN Biosciences, LLC (“CPN”) pursuant to an asset purchase agreement dated July 24, 2020. CPN offered a physician office management solution and advanced wound care products. The aggregate consideration amounted to $ 19,024 as of the Acquisition Date, consisting of $ 6,427 in cash, 2,151,438 shares of the Company’s Class A common stock with a fair value of $ 8,815 , and contingent consideration (the “Earnout”) with a fair value of $ 3,782 . On the Acquisition Date, the Company paid $ 5,820 in cash and issued 1,947,953 shares of the Company’s Class A common stock. The remaining consideration of $ 1,436 was held back and was released in April 2022 by the Company paying $ 608 in cash and issuing 203,485 shares of the Company’s Class A common stock to the former equity holders of CPN. The Company was obligated to pay the Earnout to CPN’s former equity holders if CPN’s legacy product revenue in the Earnout Period (July 1, 2021 to June 30, 2022), exceeded CPN’s 2019 revenue. The amount of the Earnout, if any, would be equal to 70 % of the excess and would be payable 60 days after the expiration of the Earnout Period. As of the conclusion of the Earnout Period on June 30, 2022, the Company calculated the Earnout liability to be $ 0 . During the Earnout Period, the Company assessed the fair value of the Earnout liability at each reporting period. Subsequent changes in the estimated fair value of the liability were reflected in earnings until the liability was settled. See Note “5. Fair Value Measurement of Financial Assets and Liabilities”. |
Revenue
Revenue | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | 4. Revenue The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. There is a single performance obligation in all of the Company’s contracts, which is the Company’s promise to transfer the Company’s products to customers based on specific payment and shipping terms in the arrangement. The entire transaction price reflects a single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s products which occurs at a point in time and may be upon shipment, procedure date, or delivery, based on the terms of the contract. Revenue is recorded net of a reserve for returns, discounts and GPO rebates, which represent a direct reduction to the revenue recognized. These reductions are accrued at the time revenue is recognized, based upon historical experience and specific circumstances. For the three months ended September 30, 2022 and 2021, the Company recorded GPO fees of $ 1,183 and $ 794 , respectively, as a direct reduction of revenue. For the nine months ended September 30, 2022 and 2021, the Company recorded GPO fe es of $ 5,136 and $ 2,323 , respectively, as a direct reduction of revenue. In August 2022, the Company reached an agreement with a GPO to settle previously disputed GPO fees for $ 3,300 . The settlement fee was included in the GPO fees as a direct reduction of revenue. The Company recorded $ 1,600 of the settlement fee during the three months ended June 30, 2022, and has revised the historical financial statements to include $ 1,000 of the settlement fee in the three months ended March 31, 2022 and $ 700 of the settlement fee during the year ended December 31, 2021. As such, the previously issued financial statements were revised accordingly. See Note “2. Summary of Significant Accounting Policies”. The following tables set forth revenue by product category: Three Months Ended 2022 2021 Advanced Wound Care $ 109,514 $ 107,341 Surgical & Sports Medicine 7,345 6,412 Total net revenue $ 116,859 $ 113,753 Nine Months Ended 2022 2021 Advanced Wound Care $ 313,395 $ 309,485 Surgical & Sports Medicine 21,982 30,016 Total net revenue $ 335,377 $ 339,501 For all periods presented, net revenue generated outside the United States represented less than 1 % of total net revenue. |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Assets and Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Financial Assets and Liabilities | 5. Fair Value Measurement of Financial Assets and Liabilities Earnout Liability In connection with accounting for the CPN acquisition on September 17, 2020, the Company recorded an Earnout liability of $ 3,782 on the Acquisition Date, representing the fair value of contingent consideration payable upon the achievement of a certain revenue target. The Earnout liability was classified as a Level 3 measurement within the fair value hierarchy for which fair value was derived from inputs that were unobservable and significant to the overall fair value measurement. The fair value of such Earnout liability was estimated using a Monte Carlo simulation model that utilized key assumptions including forecasted revenues and volatilities of the underlying financial metrics during the Earnout Period. The Earnout Period ended on June 30, 2022 and the Company calculated the Earnout liability to be $ 0 . Before its settlement, the Company assessed the fair value of the Earnout liability at each reporting period. Any subsequent changes in the estimated fair value of the liability were reflected in selling, general and administrative expenses until the liability was settled. For more information about the Earnout liability, refer to Note “3. Acquisition”. As of December 31, 202 1, the Earnout liability was $ 0 as a result of the Company’s assessment of the near-term market for the CPN product portfolio. The following table provides a roll-forward of the fair value of the Company’s Earnout liability, for which fair value was determined using Level 3 inputs until the end of the Earnout Period on June 30, 2022. Nine Months Ended 2022 2021 Beginning balance $ - $ 3,985 Change in fair value - ( 3,985 ) Ending balance $ - $ - The Company did not have any financial assets and liabilities measured at fair value on a non-recurring basis as of September 30, 2022 and December 31, 2021 . |
Accounts Receivable, Net
Accounts Receivable, Net | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 6. Accounts Receivable, Net Accounts receivable con sisted of the following: September 30, December 31, 2022 2021 Accounts receivable $ 98,693 $ 87,613 Less — allowance for doubtful accounts ( 5,578 ) ( 5,153 ) $ 93,115 $ 82,460 The Company’s allowance for doubtful accounts was comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance at beginning of period $ 5,022 $ 4,132 $ 5,153 $ 2,669 Additions 733 868 855 2,367 Write-offs ( 177 ) ( 472 ) ( 430 ) ( 508 ) Balance at end of period $ 5,578 $ 4,528 $ 5,578 $ 4,528 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories Inventories, net of related reserves for excess and obsolescence, cons isted of the following: September 30, December 31, 2022 2021 Raw materials $ 10,958 $ 9,023 Work in process 1,146 991 Finished goods 12,579 15,008 $ 24,683 $ 25,022 Raw materials include various components used in the Company’s manufacturing process. The Company’s excess and obsolete inventory review process includes analysis of sales forecasts and historical sales as compared to inventory level, and working with operations to maximize recovery of excess inventory. During the three months ended September 30, 2022 and 2021, the Company charged $ 2,393 and $ 3,367 , respectively, for inventory excess and obsolescence to cost of goods sold within the consolidated statements of operations. During the nine months ended September 30, 2022 and 2021 , the Company charged $ 7,621 and $ 8,045 , respectively, for inventory excess and obsolescence to cost of goods sold within the consolidated statements of operations. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Prepaid Expenses and Other Current Assets | 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consist ed of the following: September 30, December 31, Subscriptions $ 3,009 $ 2,745 Conferences and marketing expenses 224 538 Deposits 853 1,216 Insurance 585 358 Other 36 112 $ 4,707 $ 4,969 Deposits are funds held by vendors which are expected to be released within twelve months and therefore they are recorded as current assets. |
Property and Equipment, Net
Property and Equipment, Net | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, Net Property and equipme nt consisted of the following: September 30, December 31, 2022 2021 Leasehold improvements $ 36,939 $ 30,531 Buildings 4,943 4,943 Furniture, computers and equipment 56,675 53,959 98,557 89,433 Accumulated depreciation ( 62,038 ) ( 57,729 ) Construction in progress 60,493 47,456 $ 97,012 $ 79,160 Depreciation expense was $ 1,456 and $ 1,937 for the three months ended September 30, 2022 and 2021 . Depreciation expense was $ 4,331 and $ 4,010 for the nine months ended September 30, 2022 and 2021. Construction in progress primarily represents unfinished construction work on a purchased building located on the Company’s Canton, Massachusetts campus and improvements at the Company’s leased facilities in Canton and Norwood, Massachusetts. The increase in the construction in progress is a result of the Company’s ongoing efforts to consolidate its manufacturing operations in various locations into Massachusetts facilities to reduce the Company’s cost structure and improve operating efficiency. During the three and nine months ended September 30, 2022, the Company recorded a charge of $ 4,200 for the sale and donation of some equipment related to the construction in progress in one of its Canton, Massachusetts facilities. The disposal was the result of a change in the design of the construction plan for the manufacturing facility and the determination that this equipment was no longer compatible with the ongoing design. In the same quarter, the Company decided to pause the construction of this manufacturing facility due to the inflation and market conditions that adversely impacted construction projects across the biotechnology and life sciences industries. In connection with this decision, the Company recorded a charge of $ 632 as cancellation fees to various vendors. These charges were included in selling, general and administrative expenses on the consolidated statements of operations for the three and nine months ended September 30, 2022. This facility is part of the primary assets in the Company’s OI East asset group. The Company considered the equipment disposal and construction pause, among other things, to be triggering events under ASC 360. The triggering events indicated that the Company’s long-lived assets might be impaired. The Company performed a recoverability test on the OI East asset group in accordance with ASC 360, Property, Plant and Equipment . The estimated undiscounted cash flow directly attributable to the asset group exceeded the carrying value of the asset group. Therefore, no impairment was identified. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets Goodwill was $ 28,772 as of September 30, 2022 and December 31, 2021. Identifiable intangible assets consisted of the f ollowing as of September 30, 2022: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 20,301 ) $ 12,319 Trade names and trademarks 2,080 ( 1,340 ) 740 Customer relationships 10,690 ( 2,183 ) 8,507 Independent sales agency network 4,500 ( 4,500 ) - Patent 7,623 ( 7,623 ) - Non-compete agreements 1,010 ( 566 ) 444 Total $ 58,523 $ ( 36,513 ) $ 22,010 Identifiable intangible assets consisted of the following as of December 31, 2021: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 17,709 ) $ 14,911 Trade names and trademarks 2,080 ( 1,183 ) 897 Customer relationship 10,690 ( 1,381 ) 9,309 Independent sales agency network 4,500 ( 4,500 ) - Patent 7,623 ( 7,623 ) - Non-compete agreements 1,010 ( 454 ) 556 Total $ 58,523 $ ( 32,850 ) $ 25,673 Amortization of intangible assets, calculated on a straight-line basis or using a n accelerated method, was $ 1,220 and $ 1,240 for the three months ended September 30, 2022 and 2021 , respectively, and $ 3,662 and $ 3,726 for the nine months ended September 30, 2022 and 2021 , respectively |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2022 2021 Personnel costs $ 21,003 $ 26,865 Royalties 3,544 3,458 Accrued but unpaid lease obligations and interest 2,973 3,963 Accrued settlement fee 1,650 700 Other 4,992 2,303 $ 34,162 $ 37,289 The accrued but unpaid lease obligations and the interest accrual on these obligations are related to the buildings in Canton, Massachusetts. See Note “17. Leases”. See Note “ 4. Revenue” for accrued settlement fee. |
Restructuring
Restructuring | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 12. Restructuring In order to reduce the Company’s cost structure and improve operating efficiency, the Company is consolidating its manufacturing operations in various locations into Massachusetts facilities. On October 21, 2020, the Company committed to a plan to restructure the workforce and operations in its La Jolla, California facilities. The restructuring involved 65 em ployees and was substantially completed as of December 31, 2021, with certain facility and storage activities continuing through 2024. On March 9, 2022, the Company committed to a plan to restructure the workforce and operations in its Birmingham, Alabama facilities. The restructuring is expected to be completed by the end of 2022 and will result in a charge of approximatel y $ 3.0 million, of which approximately $ 2.0 million is attributable to the retention benefits associated with approximately 25 emp loyees and the remaining $ 1.0 millio n is related to the other exit activities, including but not limited to contract termination, decommission and transportation of certain fixed assets. As employees are required to provide future services, employee retention and other benefit-related costs are expensed over the service period. As a result of the restructuring activiti es, the Company incurred a pre-tax charge of $ 611 and $ 1,010 during the three months ended September 30, 2022 and 2021 , respectively, and $ 1,518 and $ 2,876 during the nine months ended September 30, 2022 and 2021, respectively. These charges were included in selling, general and administrative expenses in the consolidated statements of operations. The liability related to the restructuring activities wa s $ 1,110 a nd $ 3,168 as of September 30, 2022 and December 31, 2021, respectively, and w as included in accrued expenses and other current liabilities in the consolidated balance sheets. The following table provides a roll-forward of the restructuring liability. Employee Other Total Liability balance as of June 30, 2022 $ 638 $ 23 $ 661 Expenses 486 125 611 Payments ( 18 ) ( 144 ) ( 162 ) Liability balance as of September 30, 2022 $ 1,106 $ 4 $ 1,110 Employee Other Total Liability balance as of December 31, 2021 $ 2,517 $ 651 $ 3,168 Expenses 1,124 394 1,518 Payments ( 2,535 ) ( 1,041 ) ( 3,576 ) Liability balance as of September 30, 2022 $ 1,106 $ 4 $ 1,110 |
Long-Term Debt Obligations
Long-Term Debt Obligations | 9 Months Ended |
Sep. 30, 2022 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt Obligations | 13. Long-Term Debt Obligations Long-term debt obligations consisted of the following: September 30, December 31, 2022 2021 Line of credit $ - $ - Term loan 73,125 74,062 Less debt discount and debt issuance cost ( 521 ) ( 637 ) Term loan, net of debt discount and debt issuance cost $ 72,604 $ 73,425 2021 Credit Agreement In August 2021, the Company, as borrower, its subsidiaries, as guarantors, and Silicon Valley Bank (“SVB”), and the several other lenders thereto (collectively, the “Lenders”) entered into a credit agreement (the “2021 Credit Agreement”), providing for a term loan facility not to exceed $ 75,000 (the “Term Loan Facility”) and a revolving credit facility not to exceed $ 125,000 (the “Revolving Facility”). The Company’s obligations to the Lenders are secured by substantially all of the Company’s assets, including intellectual property. Capitalized terms used herein and not otherwise defined are defined as set forth in the 2021 Credit Agreement. Advances made under the 2021 Credit Agreement may be either Eurodollar Loans or ABR Loans, at the Company’s option. For Eurodollar Loans, the interest rate is a per annum interest rate equal to LIBOR plus an Applicable Margin between 2.00 % to 3.25 % based on the Total Net Leverage Ratio. For ABR Loans, the interest rate is equal to (1) the highest of (a) the Wall Street Journal Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR rate plus 1.0%, plus (2) an Applicable Margin between 1.00 % to 2.25 % based on the Total Net Leverage Ratio. The 2021 Credit Agreement requires the Company to make consecutive quarterly installment payments equal to the following: (a) from September 30, 2021 through and including June 30, 2022, $ 469 ; (b) from September 30, 2022 through and including June 30, 2023, $ 938 ; (c) from September 30, 2023 through and including June 30, 2025, $ 1,406 and (d) from September 30, 2025 and the last day of each quarter thereafter until August 6, 2026 (the “Term Loan Maturity Date”), $ 1,875 . The Company may prepay the Term Loan Facility. Once repaid, amounts borrowed under the Term Loan Facility may not be re-borrowed. The Company must pay in arrears, on the first day of each quarter prior to August 6, 2026 (the “Revolving Termination Date”) and on the Revolving Termination Date, a fee for the Company’s non-use of available funds (the “Commitment Fee”). The Commitment Fee rate is between 0.25 % to 0.45 % based on the Total Net Leverage Ratio. The Company may elect to reduce or terminate the Revolving Facility in its entirety at any time by repaying all outstanding principal and unpaid accrued interest. Under the 2021 Credit Agreement, the Company is required to comply with certain financial covenants including the Consolidated Fixed Charge Coverage Ratio and Consolidated Total Net Leverage Ratio, tested quarterly. In addition, the Company is also required to make representations and warranties and comply with certain non-financial covenants that are customary in loan agreements of this type, including restrictions on the payment of dividends, repurchase of stock, incurrence of indebtedness, dispositions and acquisitions. The Company had outstanding borrowings of $ 73,125 an d $ 74,062 under the Term Loan Facility and $ 0 under the Revolving Facility with $ 125,000 available for future revolving borrowings as of September 30, 2022 and December 31, 2021, respectively. Because the Lenders did not withdraw the September payment of $ 938 until early October, the Term Loan balance as of September 30, 2022 was the same as at June 30, 2022. The C ompany recorded debt issuance costs and related fees of $ 604 in connection with entering into the Term Loan Facility, which are recorded as a reduction of the carrying value of the term loan on the Company’s consolidated balance sheets. In connection with the Revolving Facility, the Company recorded debt issuance costs and related fees of $ 1,223 , which are recorded as other assets. Both of these costs are being amortized to interest expense through the maturity date of the facilities. Future payments of the 2021 Credit Agreement, as of September 30, 2022, are as follows for the calendar years ending December 31: 2022 $ 1,875 2023 4,687 2024 5,625 2025 6,563 2026 54,375 Total $ 73,125 2019 Credit Agreement In March 2019, the Company, its subsidiaries and SVB, and the several other lenders thereto entered into a credit agreement, as amended (the “2019 Credit Agreement”), providing for a term loan facility of $ 40,000 and a revolving credit facility of up to $ 60,000 . Both facilities were set to mature in 2024 . The interest rate for the term loan facility was a floating per annum interest rate equal to the greater of 3.75 % above the Wall Street Journal Prime Rate and 9.25 % . The interest rate for advances under the revolving facility was a floating per annum interest rate equal to the greater of the Wall Street Journal Prime Rate and 5.50%. If the Company elected to prepay the loan or terminate the facilities, the Company was required to pay a certain percentage of the outstanding principal as a prepayment fee. A final payment fee (the “Final Payment”) of 6.5 % multiplied by the original aggregate principal amount of term loan facility was due upon the earlier to occur of the maturity date of the term loan or prepayment of all outstanding principal. In August 2021, upon entering into the 2021 Credit Agreement, the Company paid an aggregate amount of $ 70,559 due under the 2019 Credit Agreement, including unpaid principal, accrued interest, the Final Payment and a prepayment fee, with proceeds from the 2021 Credit Agreement, and the 2019 Credit Agreement was terminated. Upon termination of the 2019 Credit Agreement, the Company recognized $ 1,883 as loss on the extinguishment of the loan for the year ended December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Common Stock As of September 30, 2022 , the issued shares of Class A common stock include 728,548 treasury shares that were reacquired in connection with the redemption of redeemable shares in March 2019. As of September 30, 2022 and December 31, 2021, the Company reserved the following shares of Class A common stock for future issuance: September 30, December 31, 2022 2021 Shares reserved for issuance for outstanding options 6,006,265 6,596,969 Shares reserved for issuance for outstanding restricted stock units 1,406,393 764,871 Shares reserved for issuance for future grants 11,346,343 5,644,691 Total shares of authorized common stock reserved for future issuance 18,759,001 13,006,531 |
Stock-Based Compensation
Stock-Based Compensation | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Stock Incentive Plans-the 2018 Plan On November 28, 2018, the Board of Directors of the Company adopted, and on December 10, 2018 the Company’s stockholders approved, the Organogenesis 2018 Equity and Incentive Plan (the “2018 Plan”). The purposes of the 2018 Plan are to provide long-term incentives and rewards to the Company’s employees, officers, directors and other key persons (including consultants), to attract and retain persons with the requisite experience and ability, and to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders. The 2018 Plan authorizes the Company’s Board of Directors or a committee of not less than two independent directors (in either case, the “Administrator”) to grant the following types of awards: non-statutory stock options; incentive stock options; restricted stock awards; restricted stock units; stock appreciation rights; unrestricted stock awards; performance share awards; and dividend equivalent rights. The 2018 Plan is administered by the Company’s Board of Directors. At the adoption of the 2018 Plan, a total of 9,198,996 shares of Class A common stock was authorized to be issued (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). In June 2022, the 2018 Plan was amended to increase the number of shares of Class A common stock reserved for issuance by 7,826,970 shares. Stock Incentive Plans-the 2003 Plan The Organogenesis 2003 Stock Incentive Plan (the “2003 Plan”), provides for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Incentive stock options may be granted only to the Company’s employees. Restricted stock awards and non-statutory stock options may be granted to employees, members of the Board of Directors, outside advisors and consultants of the Company. Effective December 10, 2018, no additional awards may be made under the 2003 Plan and as a result (i) any shares in respect of stock options that are expired or terminated under the 2003 Plan without having been fully exercised will not be available for future awards; (ii) any shares in respect of restricted stock that are forfeited to, or otherwise repurchased by the Company, will not be available for future awards; and (iii) any shares of Class A common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards. Stock-Based Compensation Expense Stock options awarded under the stock incentive plans expire 10 years after the grant date and typically vest over four or five years . Restricted stock units awarded typically vest over four years. Stock-based c ompensation expense was $ 1,702 and $ 1,041 for the three months ended September 30, 2022 and 2021 , respectively, and was $ 4,697 and $ 2,781 for the nine months ended September 30, 2022 and 2021, respectively. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the consolidated statements of operations. Restricted Stock Units (RSUs) The Company granted 979,257 and 299,352 time-based restricted stock units to its employees, executives and the Board of Directors in the nine months ended September 30, 2022 and 2021, respectively. Each restricted stock unit represents the contingent right to receive one share of the Company’s Class A common stock. A majority of the restricted stock units will vest in four equal annual installments. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant. The activity of restricted stock un its is set forth below: Number Weighted Average of Shares Grant Date Fair Value Unvested at December 31, 2021 764,871 $ 7.52 Granted 979,257 7.56 Vested ( 245,326 ) 7.30 Canceled/Forfeited ( 92,409 ) 7.03 Unvested at September 30, 2022 1,406,393 $ 7.62 As of September 30, 2022, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $ 6,510 and the weighted average remaining recognition period for unvested awards was 2.75 years. Stock Option Valuation The stock options granted during the nine months ended September 30, 2022 and 2021 were 1,418,224 and 1,069,658 , respectively. The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods were as follows, presented on a weighted-average basis: September 30, September 30, 2022 2021 Risk-free interest rate 1.92 % 0.83 % Expected term (in years) 6.25 6.22 Expected volatility 50.66 % 39.31 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 8.03 $ 13.57 Underlying stock price $ 7.87 $ 13.57 These assumptions resulted in an estimated weighted-average grant-date fair value per share of stock options granted during the nine months ended September 30, 2022 and 2021 of $ 3.94 and $ 5.32 , respectively. Stock Option Activity The following table summarizes the Company’s stock option activity since December 31, 2021: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2021 6,596,969 $ 4.10 5.20 $ 38,524 Granted 1,418,224 8.03 Exercised ( 1,864,961 ) 1.11 8,475 Canceled / forfeited ( 143,967 ) 6.54 Outstanding as of September 30, 2022 6,006,265 5.90 6.39 3,031 Options exercisable as of September30, 2022 3,153,644 3.61 4.40 3,031 Options vested or expected to vest as of September 30, 2022 5,480,939 $ 5.63 6.16 $ 3,031 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those stock options that have exercise prices lower than the fair value of the Company’s Class A common stock. The total fair value of options vested during the nine months ended September 30, 2022 and 2021 was $ 2,082 a nd $ 592 , respectively. As of September 30, 2022 , the total unrecognized stock compensation expense related to unvested stock options expected to vest was $ 6,373 and was expected to be recognized over a weighted-average perio d of 2.84 years. |
Earnings (Loss) Per Share (EPS)
Earnings (Loss) Per Share (EPS) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Earnings (Loss) per Share (EPS) | 16. Earnings (Loss) per Share (EPS) Basic EPS is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted EPS is calculated by dividing net income (loss) by the weighted-average number of shares outstanding plus the dilutive effect, if any, of outstanding equity awards using the treasury stock method which includes consideration of unrecognized compensation expenses as additional proceeds. A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net inco me (loss) attributable to the Class A common stockholders is as follows. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net Income (loss) $ 215 $ 12,577 $ 8,046 $ 43,207 Denominator: Weighted average common shares outstanding —basic 130,903,160 128,546,301 129,784,890 128,219,674 Dilutive effect of restricted stock units 113,163 458,642 174,946 498,105 Dilutive effect of options 1,216,631 4,845,273 2,595,429 5,048,225 Weighted-average common shares outstanding—diluted 132,232,954 133,850,216 132,555,265 133,766,004 Earnings (loss) per share—basic $ 0.00 $ 0.10 $ 0.06 $ 0.34 Earnings (loss) per share—diluted $ 0.00 $ 0.09 $ 0.06 $ 0.32 For the three and nine months ended September 30, 2022, outstanding stock-based awards of 4,382,912 and 3,482,463 were excluded from the diluted EPS calculation as they were anti-dilutive. For the three and nine months ended September 30, 2021, outstanding stock-based aw ards of 956,466 were excluded from the diluted EPS calculation as they were anti-dilutive. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Leases | 17. Leases The Company leases are primarily real estate, equipment and vehicle leases. The Company leases real estate for office, lab, warehouse and production space under noncancelable leases that expire at various dates through 2035, subject to the Company’s options to terminate or renew certain leases for an additional five to ten years . The Company leases vehicles under operating leases for certain employees and has fleet services agreements for service on these vehicles. The minimum lease term for each newly leased vehicle is 367 days with renewal options. The Company may terminate the vehicle lease after the minimum lease term upon thirty days’ prior notice. The Company also leases other equipment under noncancelable operating leases that expire at various dates through 2025. On January 1, 2013, the Company entered into finance lease arrangements with 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC for office and laboratory space in Canton, Massachusetts. 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC are related parties as the owners of these entities are also stockholders of the Company. In August 2021, the Company purchased the building (the “275 Dan Road Building”) under the lease with 275 Dan Road SPE, LLC for $ 6,013 and the lease was terminated. The Company recorded an asset of $ 4,943 to buildings within fixed asset, net in accordance with ASC 842-20-40-2 Purchase of the Underlying Asset to account for the purchase of the leased asset. Other than the lease with 275 Dan Road SPE, LLC which was terminated in August 2021, the remaining three leases were set to terminate on December 31, 2022 and each contained a renewal option for a five-year period with a rental rate at the greater of (i) rent for the last year of the prior term, or (ii) the then fair market value. The Company exercised the option to extend the leases for an additional five years in November 2021 and is currently negotiating the rental rate for those properties with the landlord. The Company used its best estimate to calculate the lease assets and liabilities in the renewal period and reassessed the classification for these leases according to ASC 842-10-25-1 Lease Classification. As a result, these leases were reclassified from finance leases to operating leases . The related finance lease assets and liabilities were reclassified to operating lease right-of-use assets and operating lease obligations on the consolidated balance sheet as of December 31, 2021. Due to the competitive real estate market for biotechnology companies in Massachusetts, the negotiated rental rate could differ materially from management’s estimates, which may significantly increase the lease assets and lease liabilities currently reported on the consolidated financial statements. The Company owes some accrued but unpaid lease obligations under the aforementioned leases as detailed in the section below. Effective April 1, 2019, the Company agreed to accrue interest on the accrued but unpaid lease obligations at an interest rate equal to the rate charged under the 2019 Credit Agreement. These accrued but unpaid lease obligations as well as the accrued interest on these obligations were subordinated to the 2019 Credit Agreement. With the termination of the 2019 Credit Agreement and the execution of the 2021 Credit Agreement (see Note “13. Long-Term Debt Obligations”) in August 2021, these obligations are no longer subordinated to the Company’s existing loans. In connection with the purchase of the 275 Dan Road Building in August 2021, the Company paid 50 % of the accrued but unpaid lease obligations associated with this building and the accrued interest thereof. The remaining balance is being paid in five quarterly installments ending on January 3, 2023. The interest on the balance of the accrued but unpaid lease obligations associated with the 275 Dan Road Building was reduced to an annual simple rate of 4.5 %. The accrued but unpaid lease obligations as well as the related interest accruals are shown below. September 30, December 31, 2022 2021 Principal portion of rent in arrears 6,285 7,246 Unpaid operating and common area maintenance costs - 558 Total accrued but unpaid lease obligations 6,285 7,804 Accrued interest on accrued but unpaid lease obligations 1,961 1,938 The principal portion of rent in arrears was included in the short-term portion of operating lease obligations other than the balance related to the 275 Dan Road Building that was included in accrued expenses and other current liabilities on the consolidated balance sheets as of September 30, 2022 and December 31, 2021. The unpaid operating and common area maintenance costs, and the accrued interest on the accrued but unpaid lease obligations were included in accrued expenses and other current liabilities on the consolidated balance sheets as of September 30, 2022 and December 31, 2021. The components of lease co st were as follows: Classification Nine Months Ended 2022 2021 Finance lease Amortization of right-of-use assets COGS and SG&A $ 213 $ 1,396 Interest on lease liabilities Interest Expense 7 879 Total Finance lease cost 220 2,275 Operating lease cost COGS, R&D, SG&A 7,197 4,872 Short-term lease cost COGS, R&D, SG&A 2,180 2,172 Variable lease cost COGS, R&D, SG&A 3,564 3,753 Total lease cost $ 13,161 $ 13,072 Supplemental balance sheet information related to finance l eases was as follows: September 30, 2022 December 31, 2021 Property and equipment, gross $ 1,174 $ 1,174 Accumulated depreciation ( 1,174 ) ( 961 ) Property and equipment, net $ - $ 213 Finance lease obligations $ - $ 200 Supplemental cash flow information related to lea ses was as follows: Nine Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 6,964 4,933 Operating cash flows for finance leases 7 1,327 Financing cash flows for finance leases 200 2,099 Right-of-use assets obtained in exchange for lease obligations Operating leases 1,708 30,639 Finance leases - - September 30, 2022 December 31, 2021 Weighted-average remaining lease term Finance leases - 0.45 Operating leases 7.67 8.22 September 30, 2022 December 31, 2021 Weighted-average discount rate Finance leases - 11.30 % Operating leases 4.62 % 4.51 % As of September 30, 2022, maturities of lease liabilities were as follows: Operating leases 2022 (remaining 3 months) $ 7,628 2023 8,565 2024 7,521 2025 7,694 2026 7,489 Thereafter 26,615 Total lease payments 65,512 Less: interest ( 10,376 ) Total lease liabilities $ 55,136 |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 18. Commitments and Contingencies Royalties The Company entered into a license agreement with a university for certain patent rights related to the development, use, and production of one of its advanced wound care products. Under this agreement, the Company incurred a royalty based on a percentage of net product sales, for the use of these patents until the patents expired, which was in November 2006. Accrued royalties totaled $ 1,187 as of September 30, 2022 and December 31, 2021 , respectively, and were classified as part of accrued expenses and other current liabilities on the Company’s consolidated balance sheets. There was no royalty expense incurred during the three and nine months ended September 30, 2022 or 2021 related to this agreement. In October 2017, the Company entered into a license agreement with a third party. Under the license agreement, the Company is required to pay royalties based on a percentage of net sales of the licensed product that occur, after December 31, 2017, through the expiration of the underlying patent in October 2026, subject to minimum royalty payment provisions. The Company recorded royalty expense of $ 1,875 and $ 1,707 during the three months ended September 30, 2022 and 2021 , respectively, and $ 5,580 and $ 4,062 during the nine months ended September 30, 2022 and 2021, respectively, within selling, general and administrative expenses on the consolidated statements of operations. Legal Matters In conducting its activities, the Company, from time to time, is subject to various claims and also has claims against others. In management’s opinion, the ultimate resolution of such claims would not have a material effect on the financial position, operating results or cash flows of the Company. The Company accrues for these claims when amounts due are probable and estimable. The Compan y accrued $ 150 as of September 30, 2022 and December 31, 2021 , for certain pending lawsuits. |
Related Party Transactions
Related Party Transactions | 9 Months Ended |
Sep. 30, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Lease obligations to affiliates, including accrued but unpaid lease obligations, and purchase of an asset under a finance lease with an affiliate are further described in Note “17. Leases”. During 2010, the Company’s Board of Directors approved a loan program that permitted the Company to make loans to three executives of the Company (the “Employer Loans”) to (i) provide them with liquidity (“Liquidity Loans”) and (ii) fund the exercise of vested stock options (“Option Loans”). Two of the executives left the Company in 2014. The Employer Loans matured with all principal and accrued interest due on the tenth anniversary of the issuance date of each subject loan. Interest on the Employer Loans was at various rates ranging from 2.30 % - 3.86 % per annum, compounded annually. The Employer Loans were secured by shares of the Company’s Class A common stock held by the former executives. With respect to the Liquidity Loans, the Company had no personal recourse against the borrowers beyond the pledged shares. As of December 31, 2020, Liquidity Loans and Option Loans to one former executive were outstanding with an aggregate principal balance of $ 100 and $ 334 , respectively. During the three months ended March 31, 2021, this former executive paid off the outstanding principal balance of his Employer Loans and the related interest receivable. As a result, the Company recorded $ 179 as a recovery of the previously reserved related party receivables within selling, general and administrative expenses on the consolidated statements of operations for the three months ended March 31, 2021. The $ 334 of the repaid principal balance of the Option Loans was recorded to equity. |
Taxes
Taxes | 9 Months Ended |
Sep. 30, 2022 | |
Income Tax Disclosure [Abstract] | |
Taxes | 20. Taxes The Company is principally subject to taxation in the United States. The Company has a history of net operating losses both federally and in various states and began utilizing those losses to offset current taxable income in 2020. The Company’s wholly owned Swiss subsidiary, Organogenesis GmbH, is subject to taxation in Switzerland and has a transfer pricing arrangement in place with Organogenesis Inc., its U.S. parent. The income tax rate for the nine months ended September 30, 2022 varied from the U.S. statutory rate of 21 % primarily due to the tax adjustments related to executive compensation, other permanent tax adjustments, and discrete items. Income tax expense for the nine months ended September 30, 2022 was $ 3,482 , wh ich included a discrete ta x expense of $ 39 related primarily to the interest on certain uncertain tax positions. Income tax expense for the nine months ended September 30, 2021 was $ 990 , which included a discrete tax expense of $ 31 related to the interest on certain uncertain tax positions. The Company examines all positive and negative evidence to estimate whether sufficient future taxable income in the U.S. will be generated to permit the use of existing deferred tax assets. In the fourth quarter of 2021, the Company released the valuation allowance recorded against its U.S. deferred tax assets. Upon reviewing the positive evidence of net operating loss utilization, cumulative profits, and forecasted taxable income, the Company believed that it was more likely than not that these United States deferred tax assets would be utilized. There are no material deferred tax assets in the other jurisdictions. On a quarterly basis, the Company reassesses the need for a valuation allowance on deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. After assessing both the positive and negative evidence, including net operating loss utilization, cumulative profits, and forecasted taxable income, the Company determined that it is more likely than not the U.S. deferred assets will be realized in full. As such, the Company has not recorded a valuation allowance against its U.S. deferred tax assets as of September 30, 2022 and December 31, 2021 . |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events The Company has evaluated subsequent events through November 9, 2022, the date on which these consolidated financial statements were issued and has determined that there are no such events to report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared by management in accordance with GAAP and the rules and regulations of the SEC regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with the financial statements and notes thereto included in the Annual Report. The unaudited consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned subsidiaries, Organogenesis Inc., Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s financial position, results of operations and cash flows at the dates and for the periods indicated. The results for the nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 , any other interim periods, or any future years or periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the consolidated financial statements, the estimates and assumptions that management consider to be significant and that present the greatest amount of uncertainty include: revenue recognition; sales returns and credit losses; inventory reserve; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived and indefinite lived assets (including intangible assets); assessing impairment of goodwill; valuation of assets and liabilities that use unobservable inputs; and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions. |
Revision to Previously Issued Financial Statements | Revision to Previously Issued Financial Statements In August 2022, the Company reached an agreement with a Group Purchasing Organization (“GPO”) to settle previously disputed GPO fees for $ 3,300 . The Company identified that part of the settlement fee should have been accrued as of March 31, 2022 and December 31, 2021. This error resulted in an overstatement of revenue and understatement of accrued expenses and other current liabilities and accumulated deficit in the financial statements included in the Company’s quarterly reports on Form 10-Q and the Company’s Annual Report previously filed with the SEC. The Company assessed the materiality of this error on prior period financial statements in accordance with the SEC Staff Accounting Bulletin Number 99, Materiality, and ASC 250-10, Accounting Changes and Error Corrections. The Company determined that this error was not material to the financial statements of any prior annual or interim period. There was no impact to the quarter ended September 30, 2022. To correct the immaterial misstatement, the Company revised its previously issued financial statements as follows : March 31, 2022 December 31, 2021 CONSOLIDATED BALANCE SHEETS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Accrued expenses and other current liabilities $ 32,419 $ 1,700 $ 34,119 $ 36,589 $ 700 $ 37,289 Total current liabilities $ 76,792 $ 1,700 $ 78,492 $ 82,005 $ 700 $ 82,705 Total liabilities $ 193,044 $ 1,700 $ 194,744 $ 201,224 $ 700 $ 201,924 Accumulated deficit $ ( 60,046 ) $ ( 1,700 ) $ ( 61,746 ) $ ( 60,133 ) $ ( 700 ) $ ( 60,833 ) Total stockholders’ equity $ 243,228 $ ( 1,700 ) $ 241,528 $ 242,035 $ ( 700 ) $ 241,335 Three Months Ended March 31, 2022 Year Ended December 31, 2021 CONSOLIDATED STATEMENTS OF OPERATIONS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Net revenue $ 98,117 $ ( 1,000 ) $ 97,117 $ 468,059 $ ( 700 ) $ 467,359 Gross profit $ 73,037 $ ( 1,000 ) $ 72,037 $ 353,860 $ ( 700 ) $ 353,160 Income from operations $ 872 $ ( 1,000 ) $ ( 128 ) $ 72,918 $ ( 700 ) $ 72,218 Net income before income taxes $ 132 $ ( 1,000 ) $ ( 868 ) $ 63,786 $ ( 700 ) $ 63,086 Net income $ 87 $ ( 1,000 ) $ ( 913 ) $ 94,902 $ ( 700 ) $ 94,202 Three Months Ended March 31, 2022 Year Ended December 31, 2021 CONSOLIDATED STATEMENTS OF CASH FLOWS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Net income / (loss) $ 87 $ ( 1,000 ) $ ( 913 ) $ 94,902 $ ( 700 ) $ 94,202 Changes in operating assets and liabilities: Accrued expenses and other current liabilities $ ( 4,828 ) $ 1,000 $ ( 3,828 ) $ 8,654 $ 700 $ 9,354 Three Months Ended March 31, 2022 Year Ended December 31, 2021 Revenue by Product Category: As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Advanced Wound Care $ 90,950 $ ( 860 ) $ 90,090 $ 430,839 $ ( 602 ) $ 430,237 Surgical & Sports Medicine $ 7,167 $ ( 140 ) $ 7,027 $ 37,220 $ ( 98 ) $ 37,122 Net revenue $ 98,117 $ ( 1,000 ) $ 97,117 $ 468,059 $ ( 700 ) $ 467,359 Three Months Ended March 31, 2022 Year Ended December 31, 2021 Miscellaneous Items As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised GPO fees $ 619 $ 1,000 $ 1,619 $ 2,963 $ 700 $ 3,663 PuraPly revenue $ 53,300 $ ( 500 ) $ 52,800 $ 198,400 $ ( 350 ) $ 198,050 |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Subsequent to the issuance of ASU 2016-13, the FASB has issued the following updates: ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments- Credit Losses , ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments , ASU 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief and ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses . The objective of ASU 2016-13 and all the related updates is to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. The amendments in this ASU replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 and the related updates are effective for fiscal years, and interim periods within those years, beginning after December 15, 2019 for public business entities excluding entities eligible to be smaller reporting companies and for fiscal years, and interim periods within those years, beginning after December 15, 2022 for all other entities. Early adoption is permitted. As the Company was a smaller reporting company when the standard was issued, the Company took advantage of the extended transition period and will adopt this standard and the related improvements on January 1, 2023 by recognizing a cumulative-effect adjustment to retained earnings for any impact. The Company evaluated the effects of adopting ASU 2016-13 and the related improvements and does not expect a material impact on the Company’s consolidated financial statements. In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting (“ASU 2020-04”). ASU 2020-04 provides temporary optional expedients and exceptions to the US GAAP guidance on contract modifications and hedge accounting to ease the financial reporting burdens related to the expected market transition from the London Interbank Offered Rate (LIBOR) and other interbank offered rates to alternative reference rates. In January 2021, the FASB issued ASU No. 2021-01, Reference Rate Reform (Topic 848): Scope (“ASU 2021-01”), to clarify certain optional expedients and exceptions in Topic 848 for contract modifications and hedge accounting to apply to derivatives that are affected by the discounting transition. Both ASU 2020-04 and ASU 2021-01 are effective upon issuance through December 31, 2022. The Company’s debt agreement that utilizes LIBOR has conventional LIBOR replacement language. Since the debt agreement has not discontinued the use of LIBOR, this ASU is not yet effective for the Company. To the extent the interest rate changes to the rate specified in the debt agreement, the Company will utilize the relief in this ASU. The Company evaluated the effects of adopting the provisions of ASU 2020-04 and ASU 2021-01 and does not expect a material impact on the Company’s consolidated financial statements. |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Accounting Policies [Abstract] | |
Schedule Of Revision Of Previously Issued Financial Statements And Revenues To Correct The Misstatements | To correct the immaterial misstatement, the Company revised its previously issued financial statements as follows : March 31, 2022 December 31, 2021 CONSOLIDATED BALANCE SHEETS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Accrued expenses and other current liabilities $ 32,419 $ 1,700 $ 34,119 $ 36,589 $ 700 $ 37,289 Total current liabilities $ 76,792 $ 1,700 $ 78,492 $ 82,005 $ 700 $ 82,705 Total liabilities $ 193,044 $ 1,700 $ 194,744 $ 201,224 $ 700 $ 201,924 Accumulated deficit $ ( 60,046 ) $ ( 1,700 ) $ ( 61,746 ) $ ( 60,133 ) $ ( 700 ) $ ( 60,833 ) Total stockholders’ equity $ 243,228 $ ( 1,700 ) $ 241,528 $ 242,035 $ ( 700 ) $ 241,335 Three Months Ended March 31, 2022 Year Ended December 31, 2021 CONSOLIDATED STATEMENTS OF OPERATIONS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Net revenue $ 98,117 $ ( 1,000 ) $ 97,117 $ 468,059 $ ( 700 ) $ 467,359 Gross profit $ 73,037 $ ( 1,000 ) $ 72,037 $ 353,860 $ ( 700 ) $ 353,160 Income from operations $ 872 $ ( 1,000 ) $ ( 128 ) $ 72,918 $ ( 700 ) $ 72,218 Net income before income taxes $ 132 $ ( 1,000 ) $ ( 868 ) $ 63,786 $ ( 700 ) $ 63,086 Net income $ 87 $ ( 1,000 ) $ ( 913 ) $ 94,902 $ ( 700 ) $ 94,202 Three Months Ended March 31, 2022 Year Ended December 31, 2021 CONSOLIDATED STATEMENTS OF CASH FLOWS As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Net income / (loss) $ 87 $ ( 1,000 ) $ ( 913 ) $ 94,902 $ ( 700 ) $ 94,202 Changes in operating assets and liabilities: Accrued expenses and other current liabilities $ ( 4,828 ) $ 1,000 $ ( 3,828 ) $ 8,654 $ 700 $ 9,354 Three Months Ended March 31, 2022 Year Ended December 31, 2021 Revenue by Product Category: As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised Advanced Wound Care $ 90,950 $ ( 860 ) $ 90,090 $ 430,839 $ ( 602 ) $ 430,237 Surgical & Sports Medicine $ 7,167 $ ( 140 ) $ 7,027 $ 37,220 $ ( 98 ) $ 37,122 Net revenue $ 98,117 $ ( 1,000 ) $ 97,117 $ 468,059 $ ( 700 ) $ 467,359 Three Months Ended March 31, 2022 Year Ended December 31, 2021 Miscellaneous Items As Previously Reported Adjustments As Revised As Previously Reported Adjustments As Revised GPO fees $ 619 $ 1,000 $ 1,619 $ 2,963 $ 700 $ 3,663 PuraPly revenue $ 53,300 $ ( 500 ) $ 52,800 $ 198,400 $ ( 350 ) $ 198,050 |
Revenue (Tables)
Revenue (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Category | The following tables set forth revenue by product category: Three Months Ended 2022 2021 Advanced Wound Care $ 109,514 $ 107,341 Surgical & Sports Medicine 7,345 6,412 Total net revenue $ 116,859 $ 113,753 Nine Months Ended 2022 2021 Advanced Wound Care $ 313,395 $ 309,485 Surgical & Sports Medicine 21,982 30,016 Total net revenue $ 335,377 $ 339,501 |
Fair Value Measurement of Fin_2
Fair Value Measurement of Financial Assets and Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Fair Value Disclosures [Abstract] | |
Summary of Fair Value of Earnout liability | The following table provides a roll-forward of the fair value of the Company’s Earnout liability, for which fair value was determined using Level 3 inputs until the end of the Earnout Period on June 30, 2022. Nine Months Ended 2022 2021 Beginning balance $ - $ 3,985 Change in fair value - ( 3,985 ) Ending balance $ - $ - |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable con sisted of the following: September 30, December 31, 2022 2021 Accounts receivable $ 98,693 $ 87,613 Less — allowance for doubtful accounts ( 5,578 ) ( 5,153 ) $ 93,115 $ 82,460 |
Schedule of allowance for doubtful accounts | The Company’s allowance for doubtful accounts was comprised of the following: Three Months Ended Nine Months Ended 2022 2021 2022 2021 Balance at beginning of period $ 5,022 $ 4,132 $ 5,153 $ 2,669 Additions 733 868 855 2,367 Write-offs ( 177 ) ( 472 ) ( 430 ) ( 508 ) Balance at end of period $ 5,578 $ 4,528 $ 5,578 $ 4,528 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of related reserves for excess and obsolescence, cons isted of the following: September 30, December 31, 2022 2021 Raw materials $ 10,958 $ 9,023 Work in process 1,146 991 Finished goods 12,579 15,008 $ 24,683 $ 25,022 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consist ed of the following: September 30, December 31, Subscriptions $ 3,009 $ 2,745 Conferences and marketing expenses 224 538 Deposits 853 1,216 Insurance 585 358 Other 36 112 $ 4,707 $ 4,969 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipme nt consisted of the following: September 30, December 31, 2022 2021 Leasehold improvements $ 36,939 $ 30,531 Buildings 4,943 4,943 Furniture, computers and equipment 56,675 53,959 98,557 89,433 Accumulated depreciation ( 62,038 ) ( 57,729 ) Construction in progress 60,493 47,456 $ 97,012 $ 79,160 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets consisted of the f ollowing as of September 30, 2022: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 20,301 ) $ 12,319 Trade names and trademarks 2,080 ( 1,340 ) 740 Customer relationships 10,690 ( 2,183 ) 8,507 Independent sales agency network 4,500 ( 4,500 ) - Patent 7,623 ( 7,623 ) - Non-compete agreements 1,010 ( 566 ) 444 Total $ 58,523 $ ( 36,513 ) $ 22,010 Identifiable intangible assets consisted of the following as of December 31, 2021: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 17,709 ) $ 14,911 Trade names and trademarks 2,080 ( 1,183 ) 897 Customer relationship 10,690 ( 1,381 ) 9,309 Independent sales agency network 4,500 ( 4,500 ) - Patent 7,623 ( 7,623 ) - Non-compete agreements 1,010 ( 454 ) 556 Total $ 58,523 $ ( 32,850 ) $ 25,673 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: September 30, December 31, 2022 2021 Personnel costs $ 21,003 $ 26,865 Royalties 3,544 3,458 Accrued but unpaid lease obligations and interest 2,973 3,963 Accrued settlement fee 1,650 700 Other 4,992 2,303 $ 34,162 $ 37,289 |
Restructuring (Tables)
Restructuring (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of liability related to the restructuring activities | The following table provides a roll-forward of the restructuring liability. Employee Other Total Liability balance as of June 30, 2022 $ 638 $ 23 $ 661 Expenses 486 125 611 Payments ( 18 ) ( 144 ) ( 162 ) Liability balance as of September 30, 2022 $ 1,106 $ 4 $ 1,110 Employee Other Total Liability balance as of December 31, 2021 $ 2,517 $ 651 $ 3,168 Expenses 1,124 394 1,518 Payments ( 2,535 ) ( 1,041 ) ( 3,576 ) Liability balance as of September 30, 2022 $ 1,106 $ 4 $ 1,110 |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of long-term debt obligations | Long-term debt obligations consisted of the following: September 30, December 31, 2022 2021 Line of credit $ - $ - Term loan 73,125 74,062 Less debt discount and debt issuance cost ( 521 ) ( 637 ) Term loan, net of debt discount and debt issuance cost $ 72,604 $ 73,425 |
Schedule of future payments of term loan facility | Future payments of the 2021 Credit Agreement, as of September 30, 2022, are as follows for the calendar years ending December 31: 2022 $ 1,875 2023 4,687 2024 5,625 2025 6,563 2026 54,375 Total $ 73,125 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Equity [Abstract] | |
Schedule Of Common Stock Shares Reserved For Future Issuance | As of September 30, 2022 and December 31, 2021, the Company reserved the following shares of Class A common stock for future issuance: September 30, December 31, 2022 2021 Shares reserved for issuance for outstanding options 6,006,265 6,596,969 Shares reserved for issuance for outstanding restricted stock units 1,406,393 764,871 Shares reserved for issuance for future grants 11,346,343 5,644,691 Total shares of authorized common stock reserved for future issuance 18,759,001 13,006,531 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Unvested Restricted Stock Units | The activity of restricted stock un its is set forth below: Number Weighted Average of Shares Grant Date Fair Value Unvested at December 31, 2021 764,871 $ 7.52 Granted 979,257 7.56 Vested ( 245,326 ) 7.30 Canceled/Forfeited ( 92,409 ) 7.03 Unvested at September 30, 2022 1,406,393 $ 7.62 |
Schedule of Fair Value of Stock Options Granted to Employees and Directors | The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods were as follows, presented on a weighted-average basis: September 30, September 30, 2022 2021 Risk-free interest rate 1.92 % 0.83 % Expected term (in years) 6.25 6.22 Expected volatility 50.66 % 39.31 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 8.03 $ 13.57 Underlying stock price $ 7.87 $ 13.57 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2021: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Shares Price (in years) Value Outstanding as of December 31, 2021 6,596,969 $ 4.10 5.20 $ 38,524 Granted 1,418,224 8.03 Exercised ( 1,864,961 ) 1.11 8,475 Canceled / forfeited ( 143,967 ) 6.54 Outstanding as of September 30, 2022 6,006,265 5.90 6.39 3,031 Options exercisable as of September30, 2022 3,153,644 3.61 4.40 3,031 Options vested or expected to vest as of September 30, 2022 5,480,939 $ 5.63 6.16 $ 3,031 |
Earnings (Loss) Per Share (EP_2
Earnings (Loss) Per Share (EPS) (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net inco me (loss) attributable to the Class A common stockholders is as follows. Three Months Ended Nine Months Ended 2022 2021 2022 2021 Numerator: Net Income (loss) $ 215 $ 12,577 $ 8,046 $ 43,207 Denominator: Weighted average common shares outstanding —basic 130,903,160 128,546,301 129,784,890 128,219,674 Dilutive effect of restricted stock units 113,163 458,642 174,946 498,105 Dilutive effect of options 1,216,631 4,845,273 2,595,429 5,048,225 Weighted-average common shares outstanding—diluted 132,232,954 133,850,216 132,555,265 133,766,004 Earnings (loss) per share—basic $ 0.00 $ 0.10 $ 0.06 $ 0.34 Earnings (loss) per share—diluted $ 0.00 $ 0.09 $ 0.06 $ 0.32 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2022 | |
Leases [Abstract] | |
Schedule of Accrued But Unpaid Lease Obligations | The accrued but unpaid lease obligations as well as the related interest accruals are shown below. September 30, December 31, 2022 2021 Principal portion of rent in arrears 6,285 7,246 Unpaid operating and common area maintenance costs - 558 Total accrued but unpaid lease obligations 6,285 7,804 Accrued interest on accrued but unpaid lease obligations 1,961 1,938 |
Schedule of Lease Cost | The components of lease co st were as follows: Classification Nine Months Ended 2022 2021 Finance lease Amortization of right-of-use assets COGS and SG&A $ 213 $ 1,396 Interest on lease liabilities Interest Expense 7 879 Total Finance lease cost 220 2,275 Operating lease cost COGS, R&D, SG&A 7,197 4,872 Short-term lease cost COGS, R&D, SG&A 2,180 2,172 Variable lease cost COGS, R&D, SG&A 3,564 3,753 Total lease cost $ 13,161 $ 13,072 |
Summary of Balance Sheet Information Related To Finance Leases | Supplemental balance sheet information related to finance l eases was as follows: September 30, 2022 December 31, 2021 Property and equipment, gross $ 1,174 $ 1,174 Accumulated depreciation ( 1,174 ) ( 961 ) Property and equipment, net $ - $ 213 Finance lease obligations $ - $ 200 |
Summary of Cash Flow Information Related To Leases | Supplemental cash flow information related to lea ses was as follows: Nine Months Ended 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 6,964 4,933 Operating cash flows for finance leases 7 1,327 Financing cash flows for finance leases 200 2,099 Right-of-use assets obtained in exchange for lease obligations Operating leases 1,708 30,639 Finance leases - - September 30, 2022 December 31, 2021 Weighted-average remaining lease term Finance leases - 0.45 Operating leases 7.67 8.22 September 30, 2022 December 31, 2021 Weighted-average discount rate Finance leases - 11.30 % Operating leases 4.62 % 4.51 % |
Summary of Maturities of Lease Liabilities | As of September 30, 2022, maturities of lease liabilities were as follows: Operating leases 2022 (remaining 3 months) $ 7,628 2023 8,565 2024 7,521 2025 7,694 2026 7,489 Thereafter 26,615 Total lease payments 65,512 Less: interest ( 10,376 ) Total lease liabilities $ 55,136 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 2022 Segments | |
Liquidity and Financial Conditions [Line Items] | |
Number of Operating Segments | 1 |
Number of Reportable Segments | 1 |
Summary of Significant Accoun_4
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Aug. 09, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||||
Settlement of previously disputed GPO fees | $ 1,600 | $ 1,000 | $ 700 | |
GPO Customers | ||||
Significant Accounting Policies [Line Items] | ||||
Settlement of previously disputed GPO fees | $ 3,300 |
Summary of Significant Accoun_5
Summary of Significant Accounting Policies - Schedule of Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Accrued expenses and other current liabilities | $ 34,162 | $ 34,119 | $ 37,289 | ||||
Total current liabilities | 89,273 | 78,492 | 82,705 | ||||
Total liabilities | 200,944 | 194,744 | 201,924 | ||||
Accumulated deficit | (52,787) | (61,746) | (60,833) | ||||
Total stockholders' equity | $ 256,328 | $ 254,385 | 241,528 | 241,335 | $ 189,174 | $ 174,646 | $ 141,808 |
As Previously Reported | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Accrued expenses and other current liabilities | 32,419 | 36,589 | |||||
Total current liabilities | 76,792 | 82,005 | |||||
Total liabilities | 193,044 | 201,224 | |||||
Accumulated deficit | (60,046) | (60,133) | |||||
Total stockholders' equity | 243,228 | 242,035 | |||||
Adjustments | |||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |||||||
Accrued expenses and other current liabilities | 1,700 | 700 | |||||
Total current liabilities | 1,700 | 700 | |||||
Total liabilities | 1,700 | 700 | |||||
Accumulated deficit | (1,700) | (700) | |||||
Total stockholders' equity | $ (1,700) | $ (700) |
Summary of Significant Accoun_6
Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Operations (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | $ 116,859 | $ 97,117 | $ 113,753 | $ 335,377 | $ 339,501 | $ 467,359 |
Gross profit | 90,682 | 72,037 | 87,586 | 257,468 | 257,899 | 353,160 |
Income from operations | 1,779 | (128) | 16,264 | 13,586 | 52,467 | 72,218 |
Net income before income taxes | 1,212 | (868) | 12,880 | 11,528 | 44,197 | 63,086 |
Net income | $ 215 | (913) | $ 12,577 | $ 8,046 | $ 43,207 | 94,202 |
As Previously Reported | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | 98,117 | 468,059 | ||||
Gross profit | 73,037 | 353,860 | ||||
Income from operations | 872 | 72,918 | ||||
Net income before income taxes | 132 | 63,786 | ||||
Net income | 87 | 94,902 | ||||
Adjustments | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | (1,000) | (700) | ||||
Gross profit | (1,000) | (700) | ||||
Income from operations | (1,000) | (700) | ||||
Net income before income taxes | (1,000) | (700) | ||||
Net income | $ (1,000) | $ (700) |
Summary of Significant Accoun_7
Summary of Significant Accounting Policies - Schedule of Consolidated Statements of Cash Flows (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net income (loss) | $ 215 | $ (913) | $ 12,577 | $ 8,046 | $ 43,207 | $ 94,202 |
Changes in operating assets and liabilities: | ||||||
Accrued expenses and other current liabilities | (3,828) | $ (4,061) | $ 6,765 | 9,354 | ||
As Previously Reported | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net income (loss) | 87 | 94,902 | ||||
Changes in operating assets and liabilities: | ||||||
Accrued expenses and other current liabilities | (4,828) | 8,654 | ||||
Adjustments | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net income (loss) | (1,000) | (700) | ||||
Changes in operating assets and liabilities: | ||||||
Accrued expenses and other current liabilities | $ 1,000 | $ 700 |
Summary of Significant Accoun_8
Summary of Significant Accounting Policies - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | $ 116,859 | $ 97,117 | $ 113,753 | $ 335,377 | $ 339,501 | $ 467,359 |
Advanced Wound Care | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | 109,514 | 90,090 | 107,341 | 313,395 | 309,485 | 430,237 |
Surgical & Sports Medicine | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | $ 7,345 | 7,027 | $ 6,412 | $ 21,982 | $ 30,016 | 37,122 |
As Previously Reported | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | 98,117 | 468,059 | ||||
As Previously Reported | Advanced Wound Care | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | 90,950 | 430,839 | ||||
As Previously Reported | Surgical & Sports Medicine | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | 7,167 | 37,220 | ||||
Adjustments | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | (1,000) | (700) | ||||
Adjustments | Advanced Wound Care | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | (860) | (602) | ||||
Adjustments | Surgical & Sports Medicine | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
Net revenue | $ (140) | $ (98) |
Summary of Significant Accoun_9
Summary of Significant Accounting Policies - Schedule of Miscellaneous Items (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
GPO Fees | $ 1,183 | $ 1,619 | $ 794 | $ 5,136 | $ 2,323 | $ 3,663 |
PuraPly revenue | 52,800 | 198,050 | ||||
As Previously Reported | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
GPO Fees | 619 | 2,963 | ||||
PuraPly revenue | 53,300 | 198,400 | ||||
Adjustments | ||||||
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | ||||||
GPO Fees | 1,000 | 700 | ||||
PuraPly revenue | $ (500) | $ (350) |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | |||
Sep. 17, 2020 | Sep. 30, 2022 | Jun. 30, 2022 | Dec. 31, 2021 | |
Business Acquisitions, Contingent Consideration Liability Noncurrent | $ 3,782 | $ 0 | $ 0 | |
CPN Biosciences, LLC | ||||
Business Acquisitions, Aggregate Consideration | 19,024 | |||
Payments to acquire businesses gross | $ 5,820 | |||
Issuance of common stock associated with business acquisition | 1,947,953 | |||
Consideration heldback | $ 1,436 | |||
Business Acquisitions, Contingent Consideration Liability Noncurrent | $ 3,782 | |||
Earnout Calculation | 70% | |||
CPN Biosciences, LLC | Total Consideration Including Holdback [Member] | ||||
Payments to acquire businesses gross | $ 6,427 | |||
CPN Biosciences, LLC | Payment Of Holdback [Member] | ||||
Payments to acquire businesses gross | $ 608 | |||
Common Stock | ||||
Issuance of common stock associated with business acquisition | 203,485 | |||
Common Stock | CPN Biosciences, LLC | Total Consideration Including Holdback [Member] | ||||
Business Acquisitions, Number Of Shares Issued | 2,151,438 | |||
Business Acquisitions, Equity Interests Issued And Issuable | $ 8,815 | |||
Common Stock | CPN Biosciences, LLC | Payment Of Holdback [Member] | ||||
Issuance of common stock associated with business acquisition | 203,485 |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Total net revenue | $ 116,859 | $ 97,117 | $ 113,753 | $ 335,377 | $ 339,501 | $ 467,359 |
Advanced Wound Care | ||||||
Total net revenue | 109,514 | 90,090 | 107,341 | 313,395 | 309,485 | 430,237 |
Surgical & Sports Medicine | ||||||
Total net revenue | $ 7,345 | $ 7,027 | $ 6,412 | $ 21,982 | $ 30,016 | $ 37,122 |
Revenue - Additional Informatio
Revenue - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Aug. 09, 2022 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||||||||
GPO Fees | $ 1,183 | $ 1,619 | $ 794 | $ 5,136 | $ 2,323 | $ 3,663 | ||
Settlement of previously disputed GPO fees | $ 1,600 | $ 1,000 | $ 700 | |||||
GPO Customers | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Settlement of previously disputed GPO fees | $ 3,300 | |||||||
Sales Revenue | Geographic Concentration Risk | International | ||||||||
Significant Accounting Policies [Line Items] | ||||||||
Concentration Risk, Percentage | 1% |
Fair Value Measurement of Fin_3
Fair Value Measurement of Financial Assets and Liabilities - Fair value of the Company's Earnout liability (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Change in fair value | $ (3,985) | |
Fair Value, Inputs, Level 3 | Earnout Liability [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Beginning balance | $ 0 | 3,985 |
Change in fair value | 0 | (3,985) |
Ending balance | $ 0 | $ 0 |
Fair Value Measurement of Fin_4
Fair Value Measurement of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Jun. 30, 2022 | Dec. 31, 2021 | Sep. 17, 2020 |
Earnout liability | $ 0 | $ 0 | $ 3,782 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 98,693 | $ 87,613 |
Less — allowance for doubtful accounts | (5,578) | (5,153) |
Accounts receivable | $ 93,115 | $ 82,460 |
Accounts Receivable, Net - Su_2
Accounts Receivable, Net - Summary of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Balance at beginning of period | $ 5,022 | $ 4,132 | $ 5,153 | $ 2,669 |
Additions | 733 | 868 | 855 | 2,367 |
Write-offs | (177) | (472) | (430) | (508) |
Balance at end of period | $ 5,578 | $ 4,528 | $ 5,578 | $ 4,528 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Raw materials | $ 10,958 | $ 9,023 |
Work in process | 1,146 | 991 |
Finished goods | 12,579 | 15,008 |
Inventory | $ 24,683 | $ 25,022 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Inventory reserve and obsolescence charged to cost of goods | $ 2,393 | $ 3,367 | $ 7,621 | $ 8,045 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Subscriptions | $ 3,009 | $ 2,745 |
Conferences and marketing expenses | 224 | 538 |
Deposits | 853 | 1,216 |
Insurance | 585 | 358 |
Other | 36 | 112 |
Prepaid Expense | $ 4,707 | $ 4,969 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Gross | $ 98,557 | $ 89,433 |
Accumulated depreciation | (62,038) | (57,729) |
Property, Plant and Equipment, Net, Total | 97,012 | 79,160 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | 36,939 | 30,531 |
Buildings | ||
Property, Plant and Equipment, Gross | 4,943 | 4,943 |
Furniture, computers and equipment | ||
Property, Plant and Equipment, Gross | 56,675 | 53,959 |
Construction in progress | ||
Property, Plant and Equipment, Net, Total | $ 60,493 | $ 47,456 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Depreciation expense | $ 1,456 | $ 1,937 | $ 4,331 | $ 4,010 |
Sale and donation charges of equipment related to construction in progress | 4,200 | 4,200 | ||
Cancellation fees to vendors | $ 632 | $ 632 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Identifiable intangible assets (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Original Cost | $ 58,523 | $ 58,523 |
Accumulated Amortization | (36,513) | (32,850) |
Net Book Value | 22,010 | 25,673 |
Developed technology | ||
Original Cost | 32,620 | 32,620 |
Accumulated Amortization | (20,301) | (17,709) |
Net Book Value | 12,319 | 14,911 |
Trade names and trademarks | ||
Original Cost | 2,080 | 2,080 |
Accumulated Amortization | (1,340) | (1,183) |
Net Book Value | 740 | 897 |
Customer relationships | ||
Original Cost | 10,690 | 10,690 |
Accumulated Amortization | (2,183) | (1,381) |
Net Book Value | 8,507 | 9,309 |
Independent sales agency network | ||
Original Cost | 4,500 | 4,500 |
Accumulated Amortization | (4,500) | (4,500) |
Patent | ||
Original Cost | 7,623 | 7,623 |
Accumulated Amortization | (7,623) | (7,623) |
Non-compete agreements | ||
Original Cost | 1,010 | 1,010 |
Accumulated Amortization | (566) | (454) |
Net Book Value | $ 444 | $ 556 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Goodwill | $ 28,772 | $ 28,772 | $ 28,772 | ||
Amortization of Intangible Assets | $ 1,220 | $ 1,240 | $ 3,662 | $ 3,726 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Personnel costs | $ 21,003 | $ 26,865 |
Royalties | 3,544 | 3,458 |
Accrued but unpaid lease obligations and interest | 2,973 | 3,963 |
Accrued settlement fee | 1,650 | 700 |
Other | 4,992 | 2,303 |
Total Accrued Expenses and Other Current Liabilities | $ 34,162 | $ 37,289 |
Restructuring - Summary of liab
Restructuring - Summary of liability related to the restructuring activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||||
Liability balance as of beginning | $ 661 | $ 3,168 | ||
Expenses | 611 | $ 1,010 | 1,518 | $ 2,876 |
Payments | (162) | (3,576) | ||
Liability balance as of ending | 1,110 | 1,110 | ||
Employee | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Liability balance as of beginning | 638 | 2,517 | ||
Expenses | 486 | 1,124 | ||
Payments | (18) | (2,535) | ||
Liability balance as of ending | 1,106 | 1,106 | ||
Other | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Liability balance as of beginning | 23 | 651 | ||
Expenses | 125 | 394 | ||
Payments | (144) | (1,041) | ||
Liability balance as of ending | $ 4 | $ 4 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 3 Months Ended | 9 Months Ended | |||||
Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Sep. 30, 2022 USD ($) | Sep. 30, 2021 USD ($) | Mar. 09, 2022 USD ($) Employees | Dec. 31, 2021 USD ($) | Oct. 21, 2020 Employees | |
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | $ 611 | $ 1,010 | $ 1,518 | $ 2,876 | |||
Restructuring Reserve Current | 1,110 | 1,110 | $ 3,168 | ||||
Birmingham Restructuring | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and Related Cost | $ 3,000 | ||||||
Number of employees to retention Benefits | Employees | 25 | ||||||
Employee Cost | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | 486 | 1,124 | |||||
Employee Cost | Birmingham Restructuring | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and Related Cost | $ 2,000 | ||||||
Facility and Other | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring Charges | $ 125 | $ 394 | |||||
Facility and Other | Birmingham Restructuring | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Restructuring and Related Cost | $ 1,000 | ||||||
La Jolla Restructuring | |||||||
Restructuring Cost and Reserve [Line Items] | |||||||
Number of employees to retention Benefits | Employees | 65 |
Long-Term Debt Obligations (Det
Long-Term Debt Obligations (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Line of credit | $ 0 | $ 0 |
Term loan | 73,125 | 74,062 |
Less debt discount and debt issuance cost | (521) | (637) |
Term loan, net of debt discount and debt issuance cost | $ 72,604 | $ 73,425 |
Long-Term Debt Obligations - Fu
Long-Term Debt Obligations - Future payments of term loan (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
2022 | $ 1,875 |
2023 | 4,687 |
2024 | 5,625 |
2025 | 6,563 |
2026 | 54,375 |
Total | $ 73,125 |
Long-Term Debt Obligations - Ad
Long-Term Debt Obligations - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||||
Aug. 06, 2021 | Mar. 14, 2019 | Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Line of credit | $ 0 | $ 0 | $ 0 | ||||
Financial covenants | Under the 2021 Credit Agreement, the Company is required to comply with certain financial covenants including the Consolidated Fixed Charge Coverage Ratio and Consolidated Total Net Leverage Ratio, tested quarterly. In addition, the Company is also required to make representations and warranties and comply with certain non-financial covenants that are customary in loan agreements of this type, including restrictions on the payment of dividends, repurchase of stock, incurrence of indebtedness, dispositions and acquisitions. | ||||||
Secured debt | 73,125 | 73,125 | 74,062 | ||||
Total payment | 938 | $ 469 | |||||
Loss on the extinguishment of debt | $ (1,883) | $ (1,883) | |||||
2019 Credit Agreement | |||||||
Total payment | $ 70,559 | ||||||
Loss on the extinguishment of debt | (1,883) | ||||||
2021 Credit Agreement | |||||||
Debt Instrument, Description of Variable Rate Basis | For Eurodollar Loans, the interest rate is a per annum interest rate equal to LIBOR plus an Applicable Margin between 2.00% to 3.25% based on the Total Net Leverage Ratio. For ABR Loans, the interest rate is equal to (1) the highest of (a) the Wall Street Journal Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR rate plus 1.0%, plus (2) an Applicable Margin between 1.00% to 2.25% based on the Total Net Leverage Ratio. | ||||||
2021 Credit Agreement | Maximum [Member] | Euro Dollar Loans [Member] | Applicable Margin [Member] | |||||||
Debt instrument Interest and applicable margin rate percentage | 3.25% | ||||||
2021 Credit Agreement | Maximum [Member] | ABR Loans [Member] | Applicable Margin [Member] | |||||||
Debt instrument Interest and applicable margin rate percentage | 2.25% | ||||||
2021 Credit Agreement | Minimum [Member] | Euro Dollar Loans [Member] | Applicable Margin [Member] | |||||||
Debt instrument Interest and applicable margin rate percentage | 2% | ||||||
2021 Credit Agreement | Minimum [Member] | ABR Loans [Member] | Applicable Margin [Member] | |||||||
Debt instrument Interest and applicable margin rate percentage | 1% | ||||||
Term Loan [Member] | 2019 Credit Agreement | |||||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||||
Additional Payment in Aggregate of the Principal Amount Percentage | 6.50% | ||||||
Debt instrument face amount | $ 40,000 | ||||||
Debt Instrument, Description of Variable Rate Basis | annum interest rate equal to the greater of 3.75% above the Wall Street Journal Prime Rate and 9.25% | ||||||
Debt instrument maturity date | 2024 | ||||||
Fixed Interest Rate | 9.25% | ||||||
Term Loan [Member] | 2021 Credit Agreement | |||||||
Secured debt | 73,125 | 73,125 | 74,062 | ||||
Payment not withdrawn by the lender | 938 | ||||||
Debt Issuance Costs, Net | $ 604 | ||||||
Debt instrument face amount | 75,000 | ||||||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2021 through and including June 30, 2022 | |||||||
Debt instrument quarterly installment payment to original principal amount | 469 | ||||||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2022 through and including June 30, 2023 | |||||||
Debt instrument quarterly installment payment to original principal amount | 938 | ||||||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2023 through and including June 30, 2025 | |||||||
Debt instrument quarterly installment payment to original principal amount | 1,406 | ||||||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2025 and the last day of each quarter thereafter until August 6, 2026 | |||||||
Debt instrument quarterly installment payment to original principal amount | 1,875 | ||||||
Revolving Credit Facility [Member] | 2019 Credit Agreement | |||||||
Maximum borrowing capacity | $ 60,000 | ||||||
Line of credit maturity date | 2024 | ||||||
Line of credit description of variable rate basis for advances under revolving facility | The interest rate for advances under the revolving facility was a floating per annum interest rate equal to the greater of the Wall Street Journal Prime Rate and 5.50%. | ||||||
Revolving Credit Facility [Member] | 2021 Credit Agreement | |||||||
Line of credit | 0 | 0 | 0 | ||||
Maximum borrowing capacity | 125,000 | $ 125,000 | $ 125,000 | $ 125,000 | |||
Debt Issuance Costs, Net | $ 1,223 | ||||||
Revolving Credit Facility [Member] | 2021 Credit Agreement | Maximum [Member] | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.45% | ||||||
Revolving Credit Facility [Member] | 2021 Credit Agreement | Minimum [Member] | |||||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% |
Stockholders' Equity - Schedule
Stockholders' Equity - Schedule Of Common Stock Shares Reserved For Future Issuance (Detail) - shares | Sep. 30, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Shares reserved for issuance for outstanding options | 6,006,265 | 6,596,969 |
Shares reserved for issuance for outstanding restricted stock units | 1,406,393 | 764,871 |
Shares reserved for issuance for future grants | 11,346,343 | 5,644,691 |
Total shares of authorized common stock reserved for future issuance | 18,759,001 | 13,006,531 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 1 Months Ended |
Mar. 24, 2019 shares | |
Redeemable Common Stock | |
Treasury shares reacquired | 728,548 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Jun. 30, 2022 | Dec. 31, 2018 | |
Fair value of option vested | $ 2,082 | $ 592 | ||||
Options granted | 1,418,224 | 1,069,658 | ||||
Weighted average grant-date fair value | $ 3.94 | $ 5.32 | ||||
Restricted Stock Units [Member] | ||||||
Unrecognized stock compensation expense | $ 6,510 | $ 6,510 | ||||
Share-based compensation expected to be recognized over a weighted-average period | 2 years 9 months | |||||
Restricted stock units issued to employees | 979,257 | 299,352 | ||||
Option | ||||||
Unrecognized stock compensation expense | 6,373 | $ 6,373 | ||||
Share-based compensation expected to be recognized over a weighted-average period | 2 years 10 months 2 days | |||||
Selling, General and Administrative Expenses | ||||||
Share-based compensation expense | $ 1,702 | $ 1,041 | $ 4,697 | $ 2,781 | ||
2003 and 2018 Stock Incentive Plan | Maximum | ||||||
Stock option granted vesting period | 5 years | |||||
2003 and 2018 Stock Incentive Plan | Minimum | ||||||
Stock option granted vesting period | 4 years | |||||
2003 and 2018 Stock Incentive Plan | Option | ||||||
Stock option expiration period | 10 years | |||||
Common Class A | 2018 Stock Incentive Plan | ||||||
Common stock awards authorized | 7,826,970 | 9,198,996 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options Granted to Employees and Directors (Detail) - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Risk-free interest rate | 1.92% | 0.83% |
Expected term (in years) | 6 years 3 months | 6 years 2 months 19 days |
Expected volatility | 50.66% | 39.31% |
Expected dividend yield | 0% | 0% |
Exercise price | $ 8.03 | $ 13.57 |
Underlying stock price | $ 7.87 | $ 13.57 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested at December 31, 2021 | 764,871 | |
Unvested Granted | 979,257 | 299,352 |
Unvested Vested | (245,326) | |
Unvested Canceled/Forfeited | (92,409) | |
Unvested at September 30, 2022 | 1,406,393 | |
Unvested at December 31, 2021 | $ 7.52 | |
Unvested Granted | 7.56 | |
Unvested Vested | 7.30 | |
Unvested Canceled/Forfeited | 7.03 | |
Unvested at September 30, 2022 | $ 7.62 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Number of Shares Outstanding | 6,596,969 | ||
Number of Shares Granted | 1,418,224 | 1,069,658 | |
Number of Shares Exercised | (1,864,961) | ||
Number of Shares Canceled / forfeited | (143,967) | ||
Number of Shares Outstanding | 6,006,265 | 6,596,969 | |
Number of Shares Options Exercisable | 3,153,644 | ||
Number of Shares Options vested or expected to vest | 5,480,939 | ||
Weighted Average Exercise Price Outstanding | $ 4.10 | ||
Weighted Average Exercise Price Granted | 8.03 | ||
Weighted Average Exercise Price Exercised | 1.11 | ||
Weighted Average Exercise Price Cancelled / forfeited | 6.54 | ||
Weighted Average Exercise Price Outstanding | 5.90 | $ 4.10 | |
Weighted Average Exercise Price Options Exercisable | 3.61 | ||
Weighted Average Exercise Price Options Vested or Expected to Vest | $ 5.63 | ||
Weighted Average Remaining Contractual Term (in years) Outstanding | 6 years 4 months 20 days | 5 years 2 months 12 days | |
Weighted Average Remaining Contractual Term (in years) Options Exercisable | 4 years 4 months 24 days | ||
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest | 6 years 1 month 28 days | ||
Aggregate Intrinsic Value Outstanding | $ 38,524 | ||
Aggregate Intrinsic Value Options Exercised | 8,475 | ||
Aggregate Intrinsic Value Outstanding | 3,031 | $ 38,524 | |
Aggregate Intrinsic Value Options Exercisable | 3,031 | ||
Aggregate Intrinsic Value Options Vested or Expected to Vest | $ 3,031 |
Stock-Based Compensation - Pare
Stock-Based Compensation - Parenthetical (Detail) - shares | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Options granted | 1,418,224 | 1,069,658 |
Earnings (Loss) Per Share (EP_3
Earnings (Loss) Per Share (EPS) - Basic and diluted net loss per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||
Sep. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Net income (loss) | $ 215 | $ (913) | $ 12,577 | $ 8,046 | $ 43,207 | $ 94,202 |
Weighted average common shares outstanding —basic | 130,903,160 | 128,546,301 | 129,784,890 | 128,219,674 | ||
Weighted-average common shares outstanding—diluted | 132,232,954 | 133,850,216 | 132,555,265 | 133,766,004 | ||
Earnings (loss) per share-basic | $ 0 | $ 0.10 | $ 0.06 | $ 0.34 | ||
Earnings (loss) per share-diluted | $ 0 | $ 0.09 | $ 0.06 | $ 0.32 | ||
Restricted Stock Units [Member] | ||||||
Dilutive effect of awards | 113,163 | 458,642 | 174,946 | 498,105 | ||
Employee Stock Option | ||||||
Dilutive effect of awards | 1,216,631 | 4,845,273 | 2,595,429 | 5,048,225 |
Earnings (Loss) per Share (EP_4
Earnings (Loss) per Share (EPS) - Additional Information (Detail) - shares | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Earnings Per Share [Abstract] | ||||
Anti-dilutive shares excluded from the diluted EPS | 4,382,912 | 956,466 | 3,482,463 | 956,466 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Aug. 11, 2021 | Sep. 30, 2022 | Dec. 31, 2021 | |
Property and equipment, gross | $ 98,557 | $ 89,433 | |
275 Dan Road SPE LLC [Member] | |||
Purchase of building under the lease amount | $ 6,013 | ||
Percentage of amount required to pay for the accrued but unpaid lease obligations associated with building | 50% | ||
Interest on the balance of the accrued but unpaid lease obligations associated with building was reduced to annula simplete rate,Percentage | 4.50% | ||
Property and equipment, gross | $ 4,943 | ||
Fleet Lease | |||
Lessee, operating lease, term of contract | 367 days | ||
Maximum | |||
Lessee, operating lease, renewal term | 10 years | ||
Minimum | |||
Lessee, operating lease, renewal term | 5 years |
Leases - Schedule of Accrued bu
Leases - Schedule of Accrued but Unpaid Lease Obligations (Detail) - Accrued But Unpaid Lease Obligation [Member] - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | ||
Accrued interest on accrued but unpaid lease obligations | $ 1,961 | $ 1,938 |
Principal [Member] | ||
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | ||
Total accrued but unpaid lease obligations | 6,285 | 7,246 |
Principal, Interest and CAM [Member] | ||
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | ||
Total accrued but unpaid lease obligations | $ 6,285 | 7,804 |
Common Area Maintenance [Member] | ||
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | ||
Total accrued but unpaid lease obligations | $ 558 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2021 | |
Leases [Abstract] | ||
Finance lease Amortization of right-of-use assets | $ 213 | $ 1,396 |
Finance lease Interest on lease liabilities | 7 | 879 |
Total Finance lease cost | 220 | 2,275 |
Operating lease cost | 7,197 | 4,872 |
Short-term lease cost | 2,180 | 2,172 |
Variable lease cost | 3,564 | 3,753 |
Total lease cost | $ 13,161 | $ 13,072 |
Leases - Summary of Balance She
Leases - Summary of Balance Sheet Information Related To Finance Leases (Detail) - USD ($) $ in Thousands | Sep. 30, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | ||
Property and equipment, gross | $ 1,174 | $ 1,174 |
Accumulated depreciation | $ (1,174) | (961) |
Property and equipment, net | 213 | |
Finance lease obligations | $ 200 | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment net |
Leases - Summary of Cash Flow I
Leases - Summary of Cash Flow Information Related To Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | $ 6,964 | $ 4,933 | |
Operating cash flows for finance leases | 7 | 1,327 | |
Financing cash flows for finance leases | 200 | 2,099 | |
Right-of-use assets obtained in exchange for lease obligations | |||
Operating leases | $ 1,708 | $ 30,639 | |
Weighted-average remaining lease term | |||
Finance leases | 5 months 12 days | ||
Operating leases | 7 years 8 months 1 day | 8 years 2 months 19 days | |
Weighted-average discount rate | |||
Finance leases | 11.30% | ||
Operating leases | 4.62% | 4.51% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Detail) $ in Thousands | Sep. 30, 2022 USD ($) |
Lessee Disclosure [Abstract] | |
2022 (remaining 3 months) | $ 7,628 |
2023 | 8,565 |
2024 | 7,521 |
2025 | 7,694 |
2026 | 7,489 |
Thereafter | 26,615 |
Total lease payments | 65,512 |
Less: interest | (10,376) |
Total lease liabilities | $ 55,136 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | Dec. 31, 2021 | |
Accrued Legal Expenses | $ 150 | $ 150 | $ 150 | ||
Selling, General and Administrative Expenses | |||||
Royalty Expense | 1,875 | $ 1,707 | 5,580 | $ 4,062 | |
License Agreement University | |||||
Accrued Royalties | 1,187 | 1,187 | $ 1,187 | ||
Royalty Expense | $ 0 | $ 0 | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Mar. 31, 2021 | Jun. 30, 2021 | Sep. 30, 2022 | Dec. 31, 2020 | |
Selling, General and Administrative Expenses | ||||
Related Party Transaction, Amounts of Transaction | $ 179 | |||
Option Loans | ||||
Related Parties Notes Receivable | $ 334 | |||
Proceeds from Collection of Long-term Loans to Related Parties | $ 334 | |||
Liquidity Loan [Member] | ||||
Related Parties Notes Receivable | $ 100 | |||
Maximum [Member] | Liquidity Loan and Option Loans | ||||
Interest Rate | 3.86% | |||
Minimum [Member] | Liquidity Loan and Option Loans | ||||
Interest Rate | 2.30% |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2022 | Sep. 30, 2021 | Sep. 30, 2022 | Sep. 30, 2021 | |
Income Tax Disclosure [Abstract] | ||||
Federal corporate income tax rate | 21% | |||
Income tax expense | $ 997 | $ 303 | $ 3,482 | $ 990 |
Discreet tax expense | $ 39 | $ 31 |