Cover Page
Cover Page - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 31, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Jun. 30, 2024 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
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 | 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, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Entity Common Stock, Shares Outstanding | 132,575,002 | |
Securities Act File Number | 001-37906 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 85 Dan Road | |
Entity Address, City or Town | Canton | |
Entity Address, Postal Zip Code | 02021 | |
Entity Tax Identification Number | 98-1329150 | |
City Area Code | 781 | |
Local Phone Number | 575-0775 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 89,902 | $ 103,840 |
Restricted cash | 575 | 498 |
Accounts receivable, net | 105,945 | 81,999 |
Inventories, net | 26,883 | 28,253 |
Prepaid expenses and other current assets | 10,889 | 10,454 |
Total current assets | 234,194 | 225,044 |
Property and equipment, net | 89,947 | 116,228 |
Intangible assets, net | 14,136 | 15,871 |
Goodwill | 28,772 | 28,772 |
Operating lease right-of-use assets, net | 36,572 | 40,118 |
Deferred tax asset, net | 33,691 | 28,002 |
Other assets | 5,851 | 5,990 |
Total assets | 443,163 | 460,025 |
Current liabilities: | ||
Current portion of term loan | 5,758 | 5,486 |
Current portion of finance lease obligations | 1,125 | 1,081 |
Current portion of operating lease obligations - related party | 7,357 | 8,413 |
Current portion of operating lease obligations | 4,081 | 4,731 |
Accounts payable | 29,390 | 30,724 |
Accrued expenses and other current liabilities | 38,016 | 30,074 |
Total current liabilities | 85,727 | 80,509 |
Term loan, net of current portion | 57,731 | 60,745 |
Finance lease obligations, net of current portion | 1,314 | 1,888 |
Operating lease obligations, net of current portion - related party | 10,139 | 11,954 |
Operating lease obligations, net of current portion | 23,483 | 25,053 |
Other liabilities | 1,268 | 1,213 |
Total liabilities | 179,662 | 181,362 |
Commitments and contingencies (Note 15) | ||
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; 133,302,786 and 132,044,944 shares issued; 132,574,238 and 131,316,396 shares outstanding at June 30, 2024 and December 31, 2023, respectively | 13 | 13 |
Additional paid-in capital | 323,602 | 319,621 |
Accumulated deficit | (60,114) | (40,971) |
Total stockholders' equity | 263,501 | 278,663 |
Total liabilities and stockholders' equity | $ 443,163 | $ 460,025 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
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 | 133,302,786 | 132,044,944 |
Common stock, shares outstanding | 132,574,238 | 131,316,396 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net revenue | $ 130,234 | $ 117,316 | $ 240,210 | $ 224,958 |
Cost of goods sold | 29,198 | 26,316 | 57,894 | 52,923 |
Gross profit | 101,036 | 91,000 | 182,316 | 172,035 |
Operating expenses: | ||||
Selling, general and administrative | 76,540 | 70,317 | 148,862 | 144,151 |
Research and development | 15,587 | 10,938 | 28,397 | 22,140 |
Impairment of property and construction | 18,842 | 18,842 | 0 | |
Write down of capitalized internal-use software costs | 3,959 | 3,959 | 0 | |
Total operating expenses | 114,928 | 81,255 | 200,060 | 166,291 |
Income (loss) from operations | (13,892) | 9,745 | (17,744) | 5,744 |
Other expense, net: | ||||
Interest expense, net | (620) | (594) | (1,134) | (1,243) |
Other income (expense), net | (28) | 28 | (5) | 51 |
Total other expense, net | (648) | (566) | (1,139) | (1,192) |
Net income (loss) before income taxes | (14,540) | 9,179 | (18,883) | 4,552 |
Income tax expense | (2,503) | (3,863) | (260) | (2,205) |
Net income (loss) and comprehensive income (loss) | $ (17,043) | $ 5,316 | $ (19,143) | $ 2,347 |
Net income (loss) per share: | ||||
Basic | $ (0.13) | $ 0.04 | $ (0.14) | $ 0.02 |
Diluted | $ (0.13) | $ 0.04 | $ (0.14) | $ 0.02 |
Weighted-average common shares outstanding | ||||
Basic | 132,573,153 | 131,293,398 | 132,217,463 | 131,189,405 |
Diluted | 132,573,153 | 133,066,010 | 132,217,463 | 132,475,908 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Cumulative Effect of Adoption | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated Deficit Cumulative Effect of Adoption |
Balance at Dec. 31, 2022 | $ 265,669 | $ (615) | $ 13 | $ 310,957 | $ (45,301) | $ (615) |
Balance (in shares) at Dec. 31, 2022 | 130,919,129 | |||||
Accounting Standards Update [Extensible Enumeration] | us-gaap:AccountingStandardsUpdate201613Member | |||||
Vesting of RSUs, net of shares surrendered to pay taxes | $ (298) | (298) | ||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 307,258 | |||||
Stock-based compensation expense | 1,914 | 1,914 | ||||
Net income (loss) | (2,969) | (2,969) | ||||
Balance at Mar. 31, 2023 | 263,701 | $ 13 | 312,573 | (48,885) | ||
Balance (in shares) at Mar. 31, 2023 | 131,226,387 | |||||
Balance at Dec. 31, 2022 | 265,669 | $ (615) | $ 13 | 310,957 | (45,301) | $ (615) |
Balance (in shares) at Dec. 31, 2022 | 130,919,129 | |||||
Net income (loss) | 2,347 | |||||
Balance at Jun. 30, 2023 | 271,282 | $ 13 | 314,838 | (43,569) | ||
Balance (in shares) at Jun. 30, 2023 | 131,311,852 | |||||
Balance at Mar. 31, 2023 | 263,701 | $ 13 | 312,573 | (48,885) | ||
Balance (in shares) at Mar. 31, 2023 | 131,226,387 | |||||
Vesting of RSUs, net of shares surrendered to pay taxes | (34) | (34) | ||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 85,465 | |||||
Stock-based compensation expense | 2,299 | 2,299 | ||||
Net income (loss) | 5,316 | 5,316 | ||||
Balance at Jun. 30, 2023 | 271,282 | $ 13 | 314,838 | (43,569) | ||
Balance (in shares) at Jun. 30, 2023 | 131,311,852 | |||||
Balance at Dec. 31, 2023 | $ 278,663 | $ 13 | 319,621 | (40,971) | ||
Balance (in shares) at Dec. 31, 2023 | 131,316,396 | 131,316,396 | ||||
Exercise of stock options | $ 180 | 180 | ||||
Exercise of stock options (in shares) | 152,250 | |||||
Vesting of RSUs, net of shares surrendered to pay taxes | (1,120) | (1,120) | ||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 1,070,694 | |||||
Stock-based compensation expense | 2,407 | 2,407 | ||||
Net income (loss) | (2,100) | (2,100) | ||||
Balance at Mar. 31, 2024 | 278,030 | $ 13 | 321,088 | (43,071) | ||
Balance (in shares) at Mar. 31, 2024 | 132,539,340 | |||||
Balance at Dec. 31, 2023 | $ 278,663 | $ 13 | 319,621 | (40,971) | ||
Balance (in shares) at Dec. 31, 2023 | 131,316,396 | 131,316,396 | ||||
Net income (loss) | $ (19,143) | |||||
Balance at Jun. 30, 2024 | $ 263,501 | $ 13 | 323,602 | (60,114) | ||
Balance (in shares) at Jun. 30, 2024 | 132,574,238 | 132,574,238 | ||||
Balance at Mar. 31, 2024 | $ 278,030 | $ 13 | 321,088 | (43,071) | ||
Balance (in shares) at Mar. 31, 2024 | 132,539,340 | |||||
Vesting of RSUs, net of shares surrendered to pay taxes | (54) | (54) | ||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 34,898 | |||||
Stock-based compensation expense | 2,568 | 2,568 | ||||
Net income (loss) | (17,043) | (17,043) | ||||
Balance at Jun. 30, 2024 | $ 263,501 | $ 13 | $ 323,602 | $ (60,114) | ||
Balance (in shares) at Jun. 30, 2024 | 132,574,238 | 132,574,238 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income (loss) | $ (19,143) | $ 2,347 |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization | 6,438 | 4,922 |
Amortization of intangible assets | 1,735 | 2,459 |
Reduction in the carrying value of right-of-use assets | 4,364 | 3,893 |
Non-cash interest expense | 209 | 215 |
Deferred interest expense | 213 | 245 |
Provision recorded for credit losses | 2,032 | 190 |
Deferred tax benefit | (5,689) | |
Loss on disposal of property and equipment | 434 | 65 |
Adjustment for excess and obsolete inventories | 4,469 | 3,464 |
Stock-based compensation | 4,975 | 4,213 |
Impairment of property and construction | 18,842 | 0 |
Write down of capitalized internal-use software costs (Note 6) | 3,959 | 0 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (25,978) | (4,970) |
Inventories | (2,009) | (4,045) |
Prepaid expenses and other current assets and other assets | (436) | (2,874) |
Operating leases | (5,908) | (4,178) |
Accounts payable | (2,147) | (3,535) |
Accrued expenses and other current liabilities | 8,162 | 1,091 |
Other liabilities | 54 | 67 |
Net cash provided by (used in) operating activities | (5,424) | 3,569 |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,102) | (15,061) |
Net cash used in investing activities | (4,102) | (15,061) |
Cash flows from financing activities: | ||
Payments of term loan under the 2021 Credit Agreement | (2,813) | (1,875) |
Payments of withholding taxes in connection with RSUs vesting | (1,174) | (332) |
Proceeds from the exercise of stock options | 180 | 0 |
Principal repayments of finance lease obligations | (528) | (83) |
Net cash used in financing activities | (4,335) | (2,290) |
Change in cash, cash equivalents and restricted cash | (13,861) | (13,782) |
Cash, cash equivalents, and restricted cash, beginning of period | 104,338 | 103,290 |
Cash, cash equivalents, and restricted cash, end of period | 90,477 | 89,508 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 2,744 | 2,608 |
Cash paid for income taxes | 4,796 | 3,022 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Cumulative effect adjustment for adoption of ASU No. 2016-13 | 615 | |
Purchases of property and equipment included in accounts payable and accrued expenses | 709 | 1,882 |
Right-of-use assets obtained through operating lease obligations | $ 817 | $ 4,253 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ (17,043) | $ 5,316 | $ (19,143) | $ 2,347 |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Material Terms of Trading Arrangement | Item 5. Other Information During the three months ended June 30, 2024 , no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K. |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 6 Months Ended |
Jun. 30, 2024 | |
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 surgery centers (“ASCs”) and physician offices. The Company has one operating and reportable segment. Unaudited Interim Financial Information The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (the “Annual Report”). The results for the six months ended June 30, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024 , any other interim periods, or any future years or periods. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report, with the exception of those detailed below. These unaudited condensed 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. From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have had or may have a material impact on its condensed consolidated financial statements or disclosures. Nonrecurring Fair Value Measurements of Nonfinancial Assets The Company estimates fair value to perform impairment tests on long-lived asset groups when required. The methodologies used to determine fair value in these circumstances are primarily based upon discounted cash flow models and the inputs to such models are classified within Level 3 of the fair value hierarchy. If impaired, these assets or asset groups are measured and recorded at fair value within the accompanying unaudited condensed consolidated financial statements on a nonrecurring basis. 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 at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the condensed consolidated financial statements, the estimates and assumptions that management considers 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 assets, including impairment and write-downs; and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company invests its cash equivalents in highly rated money market funds. Deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company sweeps cash daily overnight and diversifies among financial institutions to reduce such exposure. Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. Correction of Immaterial Classification Error Subsequent to the issuance of the consolidated financial statements as of and for the year ended December 31, 2023, the Company determined that as of December 31, 2023, it had incorrectly classified $ 5,273 of accrued but unpaid lease obligations as current portion of operating lease obligations instead of as current portion of operating lease obligations - related party. As a result, the Company also incorrectly classified $ 5,273 of operating lease obligations, net of current portion as operating lease obligations, net of current portion - related party. These misclassifications have been corrected in the accompanying condensed consolidated balance sheets and conform to the current period presentation of operating lease obligations. These reclassifications had no impact on reported results of operations, stockholders’ equity, cash flows, total current liabilities, or total liabilities. |
Revenue from Contracts with Cus
Revenue from Contracts with Customers | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue from Contracts with Customers | 3. Revenue from Contracts with Customers 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. 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 Group Purchasing Organization (“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 and six months ended June 30, 2024 and 2023, the Company recorded GPO fees of $ 1,629 , $ 3,023 , $ 1,466 and $ 2,890 ,respectively, as a direct reduction of revenue. The following tables set forth revenue by product category: Three Months Ended June 30, 2024 2023 Advanced Wound Care $ 123,237 $ 110,075 Surgical & Sports Medicine 6,997 7,241 Total net revenue $ 130,234 $ 117,316 Six Months Ended June 30, 2024 2023 Advanced Wound Care $ 227,101 $ 210,992 Surgical & Sports Medicine 13,109 13,966 Total net revenue $ 240,210 $ 224,958 For all periods presented, net revenue generated outside the United States represented less than 1 % of total net revenue. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 4. Accounts Receivable, Net Accounts receiva ble consisted of the following: June 30, December 31, 2024 2023 Accounts receivable $ 114,457 $ 88,859 Less — allowance for credit losses ( 8,512 ) ( 6,860 ) $ 105,945 $ 81,999 The Company ’s allowance for credit losses is comprised of the following: Three Months Ended Six Months Ended 2024 2023 2024 2023 Balance at beginning of period $ 7,475 $ 6,921 $ 6,860 $ 6,362 Cumulative effect of adopting ASU 2016-13 — — — 615 Additions (adjustments) 1,064 ( 53 ) 2,032 190 Write-offs ( 27 ) ( 217 ) ( 383 ) ( 516 ) Recoveries — — 3 — Balance at end of period $ 8,512 $ 6,651 8,512 $ 6,651 |
Inventories
Inventories | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventories | 5. Inventories Inventories, net of related reserves for excess and obsolescence, consisted of the following: June 30, December 31, 2024 2023 Raw materials $ 13,674 $ 12,988 Work in process 847 810 Finished goods 12,362 14,455 $ 26,883 $ 28,253 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 and six months ended June 30, 2024 and 2023, the Company charged $ 1,954 , $ 4,469 , $ 2,057 and $ 3,464 , respectively, for inventory excess and obsolescence to cost of goods sold within the condensed consolidated statements of operations and comprehensive income (loss). |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 6. Property and Equipment, Net Property and equipme nt consisted of the following: June 30, December 31, 2024 2023 Building and leasehold improvements $ 77,722 $ 65,762 Internal use software 10,965 4,625 Furniture, computers and equipment 57,017 59,960 145,704 130,347 Accumulated depreciation and amortization ( 75,230 ) ( 73,186 ) Construction in progress 19,473 59,067 Total $ 89,947 $ 116,228 Depreciation and amortization expense was $ 3,366 , $ 6,438 , $ 2,228 , and $ 4,922 for the three and six months ended June 30, 2024 and 2023, respectively. During the second quarter of 2024, the Company placed certain modules of its ERP system into service, the costs of which had previously been capitalized as construction in progress and will be expensed over their anticipated useful life, currently estimated to be five years . At such time, the Company determined that certain other modules within the ERP system and other internal-use software had no future use, and accordingly the Company recorded a write down of $ 3,959 of costs related to this internal-use software. During the second quarter of 2024, the Company decided to pursue the potential sale of a purchased building, located on the Company’s Canton, Massachusetts campus, on which it had previously paused construction work. The Company identified this change in expectation regarding the use of the building as an impairment indicator. The Company determined the asset group to be comprised of the building and associated construction, and performed the impairment assessment at the asset group level. The Company determined the impairment charge by comparing the fair value of the asset group to its book value, and recorded an impairment charge of $ 18,842 related to the building and associated unfinished construction work, allocated to each asset class within the asset group based on its relative carrying value. See Note 14, Fair Value Measurements . During the second quarter of 2024, the Company determined that the factors above constituted an impairment trigger relating to its remaining company-wide asset group. The Company performed a recoverability test in accordance with ASC 360, Property, Plant and Equipment . The estimated undiscounted cash flows directly attributable to the asset group exceeded its carrying value, and accordingly the Company did not record any impairment related to this asset group. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 7. Goodwill and Intangible Assets Goodwill was $ 28,772 as of June 30, 2024 and December 31, 2023 . There was no impairment of goodwill recorded during the three and six months ended June 30, 2024 and 2023. Intangible assets consisted of the following as of June 30, 2024: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 25,720 ) $ 6,900 Customer relationships 10,690 ( 4,053 ) 6,637 Patent 7,623 ( 7,623 ) — Independent sales agency network 4,500 ( 4,500 ) — Trade names and trademarks 2,080 ( 1,662 ) 418 Non-compete agreements 1,010 ( 829 ) 181 Total $ 58,523 $ ( 44,387 ) $ 14,136 Intangible assets consisted of the following as of December 31, 2023: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 24,666 ) $ 7,954 Customer relationship 10,690 ( 3,519 ) 7,171 Patent 7,623 ( 7,623 ) — Independent sales agency network 4,500 ( 4,500 ) — Trade names and trademarks 2,080 ( 1,590 ) 490 Non-compete agreements 1,010 ( 754 ) 256 Total $ 58,523 $ ( 42,652 ) $ 15,871 Amortization of intangible assets, calculated on a straight-line basis or using an accelerated method, was $ 834 , $ 1,735 , $ 1,229 , and $ 2,459 for the three and six months ended June 30, 2024 and 2023, respectively. The weighted average remaining useful lives for developed technology, trade names and trademarks, customer relationship, and non-compete agreements are 4.0 years, 4.0 years, 6.3 years, and 1.3 years, respectively, as of June 30, 2024 . |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 8. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2024 2023 Personnel costs $ 19,345 $ 18,287 Royalties 8,916 3,075 Interest on accrued but unpaid lease obligations 1,881 2,326 Accrued milestone payment (Note 15) 2,500 2,500 Accrued taxes 3,885 2,799 Other 1,489 1,087 Total $ 38,016 $ 30,074 The interest on accrued but unpaid lease obligations is related to the buildings in Canton, Massachusetts. See Note 13, Leases |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 9. Restructuring In order to reduce the Company’s cost structure and improve operating efficiency, the Company has consolidated its manufacturing operations in various locations into Massachusetts facilities. On February 3, 2023, the Company committed to a plan to restructure its workforce to increase productivity and enhance profitability. The reduction in force reduced the Company’s headcount by 71 employees, or approximately 7 % of all employees. The Company incurred a t otal charge of $ 1,609 in the six months ended June 30, 2023 in connection with the restructuring, primarily consisting of severance payments. It was substantially completed as of March 31, 2023. As a result of the restructuring activiti es, the Company recorded a pre-tax adjustment of ($ 126 ) and a pre-tax charge of $ 1,782 during the three and six months ended June 30, 2023, respectively. These charges are included in selling, general and administrative e xpenses in the condensed consolidated statements of operations and comprehensive loss. The liability related to the restructuring activities was $ 0 and $ 298 a s of June 30, 2024 and December 31, 2023, respectively, and w as included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The following tables provide a roll-forward of the restructuring liabilities. Total Liability balance as of December 31, 2023 $ 904 Cash disbursements and other adjustments ( 904 ) Liability balance as of June 30, 2024 $ — Employee Other Total Liability balance as of December 31, 2022 $ 1,010 $ 182 $ 1,192 Expenses 1,609 173 1,782 Cash disbursements and other adjustments ( 2,321 ) ( 355 ) ( 2,676 ) Liability balance as of June 30, 2023 $ 298 $ — $ 298 |
Debt Obligations
Debt Obligations | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Debt Obligations | 10. Debt Obligations Debt obligations consisted of the following: June 30, December 31, 2024 2023 Revolving Facility $ — $ — Term loan 63,750 66,563 Less debt discount and debt issuance cost ( 261 ) ( 332 ) Term loan, net of debt discount and debt issuance cost $ 63,489 $ 66,231 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, as amended (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” and, together with the Term Loan Facility, the “Facilities”). 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 SOFR Loans or ABR Loans, at the Company’s option. For SOFR Loans, the interest rate is a per annum interest rate equal to the Adjusted Term SOFR 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 Adjusted Term SOFR rate plus 1.0%, plus (2) an Applicable Margin between 1.00 % to 2.25 % based on the Total Net Leverage Ratio. On June 30, 2024 , the applicable interest rate for outstanding borrowings is 7.64 % . 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 remaining principal balance of $ 50,625 is also due on the Term Loan Maturity Date. 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 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 accompanying condensed consolidated balance sheets. In connection with entering into 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. As of June 30, 2024 and December 31, 2023, the Company had outstanding borrowings of $ 63,750 an d $ 66,563 under the Term Loan Facility, respectively, and $ 0 under the Revolving Facility with $ 125,000 available for future revolving borrowings. The future payments due under the Term Loan Facility as of June 30, 2024, are as follows for the calendar years ending December 31: 2024 (remaining six months) 2,812 2025 6,563 2026 54,375 Total $ 63,750 |
Stockholders' Equity and Stock-
Stockholders' Equity and Stock-Based Compensation | 6 Months Ended |
Jun. 30, 2024 | |
Share-Based Payment Arrangement [Abstract] | |
Stockholders' Equity and Stock-Based Compensation | 11. Stockholders’ Equity and Stock-Based Compensation Common Stock As of June 30, 2024 , 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. Stock Incentive Plans 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 Incentive Plan (the “2018 Plan”). 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. In June 2024, the 2018 Plan was amended to increase the number of shares of Class A common stock reserved for issuance by 15,900,000 shares. The Organogenesis 2003 Stock Incentive Plan (the “2003 Plan”), provided for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Effective December 10, 2018, no additional awards may be made under the 2003 Plan. 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 compensation expense was $ 2,568 , $ 4,975 , $ 2,299 , and $ 4,213 for the three and six months ended June 30, 2024 and 2023, respectively. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). Restricted Stock Units (RSUs) The Company granted 1,914,335 and 3,192,372 time-based restricted stock units to its employees, executives and members of the Board of Directors in the six months ended June 30, 2024 and 2023, 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 RSUs Grant Date Fair Value Unvested at December 31, 2023 3,898,331 $ 3.54 Granted 1,914,335 3.39 Vested ( 1,429,948 ) 3.65 Canceled/forfeited ( 54,498 ) 4.23 Unvested at June 30, 2024 4,328,220 $ 3.43 As of June 30, 2024, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $ 10,130 and the weighted average remaining recognition period for unvested awards was 2.63 years. Stock Options The following table summarizes the Company’s stock option activity sin ce December 31, 2023: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Options Price (in years) Value Outstanding as of December 31, 2023 9,340,046 $ 4.60 6.66 $ 10,267 Granted 2,640,601 3.43 — — Exercised ( 152,250 ) 1.18 — 254 Canceled/forfeited ( 139,981 ) 2.84 — 161 Outstanding as of June 30, 2024 11,688,416 $ 4.40 7.08 $ 3,029 Options exercisable as of June 30, 2024 5,536,271 $ 4.93 5.06 $ 2,269 Options vested or expected to vest as of June 30, 2024 10,502,883 $ 4.49 6.86 $ 2,884 The stock options granted during the six months ended June 30, 2024 and 2023 were 2,640,601 and 3,554,528 , respectively. 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 weighted-average grant-date fair value per share of stock options granted during the six months ended June 30, 2024 and 2023 was $ 1.89 and $ 1.32 , respectively. The total fair value of options vested during the six months ended June 30, 2024 and 2023 was $ 4,089 and $ 3,070 , respectively. As of June 30, 2024, the total unrecognized stock compensation expense related to unvested stock options expected to vest was $ 8,345 and was expected to be recognized over a weighted-average period of 2.66 years. |
Earnings Per Share (EPS)
Earnings Per Share (EPS) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Earnings per Share (EPS) | 12 . Earnings 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 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. Basic and diluted net income (loss) attributable to the Class A common stockholders was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ ( 17,043 ) $ 5,316 $ ( 19,143 ) $ 2,347 Denominator: Weighted average common shares outstanding —basic 132,573,153 131,293,398 132,217,463 131,189,405 Dilutive effect of restricted stock units — 863,523 — 461,352 Dilutive effect of options — 909,089 — 825,151 Weighted-average common shares outstanding — diluted 132,573,153 133,066,010 132,217,463 132,475,908 Net income (loss) per share—basic $ ( 0.13 ) $ 0.04 $ ( 0.14 ) $ 0.02 Net income (loss) per share—diluted $ ( 0.13 ) $ 0.04 $ ( 0.14 ) $ 0.02 The Company’s potentially dilutive securities include restricted stock units and stock options to purchase shares of Class A common stock. The anti-dilutive potential common stock equivalents of 16,016,636 for the three and six months ended June 30, 2024 , respectively, were excluded from the computation of diluted net loss per share attributable to common stockholders because those stock options to purchase common stock and restricted stock units had an anti-dilutive impact as the Company reported a net loss attributable to common stockholders for those periods. The anti-dilutive potential common stock equivalents of 8,676,433 and 8,763,403 for the three and six months ended June 30, 2023 , respectively, were excluded from the computation of diluted net income per share attributable to common stockholders because those stock options to purchase common stock and restricted stock units had an anti-dilutive impact due to the assumed proceeds per share using the treasury stock method being greater than the average fair value of the Company’s common shares for those periods. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Leases | 13. Leases The Company’s leases consist primarily of 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 leases that expire at various dates through 2026. 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 (the “Related-Party Leases”). 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 directors, former directors and / or 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 property and equipment, net, to account for the purchase of the leased asset. The remaining three Related-Party 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. In November 2021, the Company exercised the option to extend the leases for an additional five years, and at such time, remeasured the right of use assets and lease liabilities based on its best estimate of the market rental rate in the renewal period and reassessed the classification for these leases. As a result, these leases were reclassified from finance leases to operating leases on the consolidated balance sheets as of December 31, 2021. In December 2022, the Company and the landlord finalized the market rental rate in the renewal period for these properties, resulting in an additional $ 8,060 to be recorded as variable lease expenses over the renewal period. Effective April 1, 2019, the Company agreed to accrue interest on accrued but unpaid lease obligations owed for rent in arrears to the owners of the buildings subject to the Related-Party Leases, at an interest rate equal to the rate charged under the 2019 Credit Agreement. The remaining accrued but unpaid lease obligation with respect to the 275 Dan Road Building was paid in five quarterly installments through January 3, 2023, and accordingly at June 30, 2024 and December 31, 2023, there is no remaining balance or accrued interest associated with the 275 Dan Road Building. In the first quarter of 2024, the Company agreed to repay the remaining accrued but unpaid lease obligations and associated accrued interest in installments throughout 2024, the first of which was remitted in the second quarter of 2024. The accrued but unpaid lease obligations as well as the related accrued interest with respect to the remaining three Related-Party Leases are shown below: June 30, December 31, 2024 2023 Principal portion of rent in arrears $ 3,955 $ 5,273 Accrued interest on accrued but unpaid lease obligations $ 1,881 $ 2,326 The accrued but unpaid lease obligations owed for rent in arrears on the three remaining Related-Party Leases was included in current portion of operating lease obligations on the accompanying condensed consolidated balance sheets, as of June 30, 2024 and December 31, 2023. The accrued interest on the accrued but unpaid lease obligations was included in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of June 30, 2024 and December 31, 2023. The components of lease co st were as follows: Six Months Ended June 30, 2024 2023 Finance lease Amortization of right-of-use assets $ 576 $ 58 Interest expense on lease liabilities 109 11 Total finance lease cost 685 69 Operating lease cost 4,364 4,779 Short-term lease cost 1,276 1,491 Variable lease cost 2,029 3,370 Total lease cost $ 8,354 $ 9,709 Supplemental balance sheet information related to finance l eases was as follows: June 30, 2024 December 31, 2023 Property and equipment, gross $ 3,454 $ 3,454 Accumulated depreciation ( 1,055 ) ( 479 ) Property and equipment, net $ 2,399 $ 2,975 Supplemental cash flow information related t o leases was as follows: Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6,554 $ 5,059 Operating cash flows for finance leases $ 109 $ 11 Financing cash flows for finance leases $ 528 $ 83 June 30, 2024 December 31, 2023 Weighted-average remaining lease term Finance leases 2.08 2.58 Operating leases 6.27 6.49 June 30, 2024 December 31, 2023 Weighted-average discount rate Finance leases 7.91 % 7.91 % Operating leases 4.75 % 4.71 % As of June 30, 2024, maturities of lease liabilities were as follows: Operating leases Finance leases 2024 (remaining six months) $ 8,848 $ 639 2025 9,013 1,278 2026 7,791 737 2027 8,119 — 2028 3,580 — Thereafter 15,108 — Total lease payments 52,459 2,654 Less: interest ( 6,986 ) ( 215 ) Total lease liabilities $ 45,473 $ 2,439 |
Fair Value Measurements
Fair Value Measurements | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurements | 14. Fair Value Measurements As of June 30, 2024, the Company had $ 13,600 of assets recorded at fair value on a nonrecurring basis, comprised of a purchased building and unfinished construction work, recorded at fair value for impairment purposes. The Company determined the fair value of the building by estimating rental income, net of expenses to maintain the building over an anticipated lease term, as well as costs estimated to complete construction prior to commencement of the lease; these cash flows were then discounted over an anticipated lease term. The significant unobservable quantitative inputs to the fair value of the building as follows: Unobservable input Range Discount rate 8.0 % Terminal capitalization rate 6.5 % Operating expense ratio 24.3 % - 32.9 % There were no assets recorded at fair value on a nonrecurring basis at December 31, 2023. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 15. Commitments and Contingencies License and Manufacturing Agreement In November 2023, the Company entered into a trademark license and manufacturing agreement with Vivex Biologics, Inc. (“Vivex”) to sell its CYGNUS Dual (“Dual”) and CYGNUS Matrix (“Matrix") products, with the option to license the VIA Matrix (“VIA”) products. The Company paid an upfront licensing fee to Vivex to sell Dual and Matrix, and also agreed to pay a fixed milestone payment for Dual in the event that its average sales price (“ASP”) is published by certain government agencies for a specified period of time. In addition, the Company is required to pay a low double digit royalty and a high single-digit royalty on the Net Sales of Dual and Matrix, respectively, during the royalty term, as defined in the agreement with Vivex. The royalty term is commensurate with the initial term of the contract and will continue for each subsequent renewal period. The initial term of the agreement expires on December 31, 2026 and can be renewed for up to five additional one-year terms. The Company recorded $ 5,000 in prepaid and other current assets and other assets for the payment of the upfront licensing fee, which is recognized as expense on a straight-line basis over the estimated life of the arrangement, which the Company determined to be three years , commensurate with the initial term of the contract. In December 2023, the Company recorded $ 2,500 in prepaid and other current assets, other assets, and accrued expenses and other current liabilities for the milestone payment, as the Company determined it is probable of owing such payment to Vivex. In March 2024, the Company exercised the option to license VIA, and as such, remitted the option payment of $ 2,500 in April 2024. 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. 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 total royalty expense of $ 7,417 , $ 12,364 , $ 1,592 , and $ 3,032 during the three and six months ended June 30, 2024 and 2023, respectively, within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive income (loss). 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. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2024 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 16. Related Party Transactions Lease obligations to affiliates, including accrued but unpaid lease obligations, purchase of an asset under a finance lease with an affiliate, and renewal of leases with affiliates are further described in Note 13, Leases . |
Taxes
Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Taxes | 17. 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. As net operating loss carryovers become limited or are fully utilized, the Company will accrue current federal and state income tax expense. 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 six months ended June 30, 2024 was ( 1.4 %), a decrease from the U.S. statutory rate of 21 % primarily due to the tax adjustments related to executive compensation, and other nondeductible expenses. The income tax expense for the three and six months ended June 30, 2024 and 2023 was $ 2,503 , $ 260 , $ 3,863 , and $ 2,205 , respectively. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Nonrecurring Fair Value Measurements of Nonfinancial Assets | Nonrecurring Fair Value Measurements of Nonfinancial Assets The Company estimates fair value to perform impairment tests on long-lived asset groups when required. The methodologies used to determine fair value in these circumstances are primarily based upon discounted cash flow models and the inputs to such models are classified within Level 3 of the fair value hierarchy. If impaired, these assets or asset groups are measured and recorded at fair value within the accompanying unaudited condensed consolidated financial statements on a nonrecurring basis. |
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 at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the condensed consolidated financial statements, the estimates and assumptions that management considers 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 assets, including impairment and write-downs; and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company invests its cash equivalents in highly rated money market funds. Deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company sweeps cash daily overnight and diversifies among financial institutions to reduce such exposure. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures , which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures , which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09. |
Correction of Classification Error | Correction of Immaterial Classification Error Subsequent to the issuance of the consolidated financial statements as of and for the year ended December 31, 2023, the Company determined that as of December 31, 2023, it had incorrectly classified $ 5,273 of accrued but unpaid lease obligations as current portion of operating lease obligations instead of as current portion of operating lease obligations - related party. As a result, the Company also incorrectly classified $ 5,273 of operating lease obligations, net of current portion as operating lease obligations, net of current portion - related party. These misclassifications have been corrected in the accompanying condensed consolidated balance sheets and conform to the current period presentation of operating lease obligations. These reclassifications had no impact on reported results of operations, stockholders’ equity, cash flows, total current liabilities, or total liabilities. |
Revenue from Contracts with C_2
Revenue from Contracts with Customers (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Revenue by Product Category | The following tables set forth revenue by product category: Three Months Ended June 30, 2024 2023 Advanced Wound Care $ 123,237 $ 110,075 Surgical & Sports Medicine 6,997 7,241 Total net revenue $ 130,234 $ 117,316 Six Months Ended June 30, 2024 2023 Advanced Wound Care $ 227,101 $ 210,992 Surgical & Sports Medicine 13,109 13,966 Total net revenue $ 240,210 $ 224,958 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receiva ble consisted of the following: June 30, December 31, 2024 2023 Accounts receivable $ 114,457 $ 88,859 Less — allowance for credit losses ( 8,512 ) ( 6,860 ) $ 105,945 $ 81,999 |
Summary of Allowance for Credit Losses | The Company ’s allowance for credit losses is comprised of the following: Three Months Ended Six Months Ended 2024 2023 2024 2023 Balance at beginning of period $ 7,475 $ 6,921 $ 6,860 $ 6,362 Cumulative effect of adopting ASU 2016-13 — — — 615 Additions (adjustments) 1,064 ( 53 ) 2,032 190 Write-offs ( 27 ) ( 217 ) ( 383 ) ( 516 ) Recoveries — — 3 — Balance at end of period $ 8,512 $ 6,651 8,512 $ 6,651 |
Inventories (Tables)
Inventories (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of related reserves for excess and obsolescence, consisted of the following: June 30, December 31, 2024 2023 Raw materials $ 13,674 $ 12,988 Work in process 847 810 Finished goods 12,362 14,455 $ 26,883 $ 28,253 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipme nt consisted of the following: June 30, December 31, 2024 2023 Building and leasehold improvements $ 77,722 $ 65,762 Internal use software 10,965 4,625 Furniture, computers and equipment 57,017 59,960 145,704 130,347 Accumulated depreciation and amortization ( 75,230 ) ( 73,186 ) Construction in progress 19,473 59,067 Total $ 89,947 $ 116,228 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets | Intangible assets consisted of the following as of June 30, 2024: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 25,720 ) $ 6,900 Customer relationships 10,690 ( 4,053 ) 6,637 Patent 7,623 ( 7,623 ) — Independent sales agency network 4,500 ( 4,500 ) — Trade names and trademarks 2,080 ( 1,662 ) 418 Non-compete agreements 1,010 ( 829 ) 181 Total $ 58,523 $ ( 44,387 ) $ 14,136 Intangible assets consisted of the following as of December 31, 2023: Original Accumulated Net Book Cost Amortization Value Developed technology $ 32,620 $ ( 24,666 ) $ 7,954 Customer relationship 10,690 ( 3,519 ) 7,171 Patent 7,623 ( 7,623 ) — Independent sales agency network 4,500 ( 4,500 ) — Trade names and trademarks 2,080 ( 1,590 ) 490 Non-compete agreements 1,010 ( 754 ) 256 Total $ 58,523 $ ( 42,652 ) $ 15,871 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: June 30, December 31, 2024 2023 Personnel costs $ 19,345 $ 18,287 Royalties 8,916 3,075 Interest on accrued but unpaid lease obligations 1,881 2,326 Accrued milestone payment (Note 15) 2,500 2,500 Accrued taxes 3,885 2,799 Other 1,489 1,087 Total $ 38,016 $ 30,074 |
Restructuring (Tables)
Restructuring (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Restructuring and Related Activities [Abstract] | |
Summary of liability related to the restructuring activities | The following tables provide a roll-forward of the restructuring liabilities. Total Liability balance as of December 31, 2023 $ 904 Cash disbursements and other adjustments ( 904 ) Liability balance as of June 30, 2024 $ — Employee Other Total Liability balance as of December 31, 2022 $ 1,010 $ 182 $ 1,192 Expenses 1,609 173 1,782 Cash disbursements and other adjustments ( 2,321 ) ( 355 ) ( 2,676 ) Liability balance as of June 30, 2023 $ 298 $ — $ 298 |
Debt Obligations (Tables)
Debt Obligations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of debt obligations | Debt obligations consisted of the following: June 30, December 31, 2024 2023 Revolving Facility $ — $ — Term loan 63,750 66,563 Less debt discount and debt issuance cost ( 261 ) ( 332 ) Term loan, net of debt discount and debt issuance cost $ 63,489 $ 66,231 |
Schedule of future payments of term loan facility | The future payments due under the Term Loan Facility as of June 30, 2024, are as follows for the calendar years ending December 31: 2024 (remaining six months) 2,812 2025 6,563 2026 54,375 Total $ 63,750 |
Stockholders' Equity and Stoc_2
Stockholders' Equity and Stock-Based Compensation (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
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 RSUs Grant Date Fair Value Unvested at December 31, 2023 3,898,331 $ 3.54 Granted 1,914,335 3.39 Vested ( 1,429,948 ) 3.65 Canceled/forfeited ( 54,498 ) 4.23 Unvested at June 30, 2024 4,328,220 $ 3.43 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity sin ce December 31, 2023: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Term Intrinsic Options Price (in years) Value Outstanding as of December 31, 2023 9,340,046 $ 4.60 6.66 $ 10,267 Granted 2,640,601 3.43 — — Exercised ( 152,250 ) 1.18 — 254 Canceled/forfeited ( 139,981 ) 2.84 — 161 Outstanding as of June 30, 2024 11,688,416 $ 4.40 7.08 $ 3,029 Options exercisable as of June 30, 2024 5,536,271 $ 4.93 5.06 $ 2,269 Options vested or expected to vest as of June 30, 2024 10,502,883 $ 4.49 6.86 $ 2,884 |
Earnings Per Share (EPS) (Table
Earnings Per Share (EPS) (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net income (loss) attributable to the Class A common stockholders was calculated as follows: Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Numerator: Net income (loss) $ ( 17,043 ) $ 5,316 $ ( 19,143 ) $ 2,347 Denominator: Weighted average common shares outstanding —basic 132,573,153 131,293,398 132,217,463 131,189,405 Dilutive effect of restricted stock units — 863,523 — 461,352 Dilutive effect of options — 909,089 — 825,151 Weighted-average common shares outstanding — diluted 132,573,153 133,066,010 132,217,463 132,475,908 Net income (loss) per share—basic $ ( 0.13 ) $ 0.04 $ ( 0.14 ) $ 0.02 Net income (loss) per share—diluted $ ( 0.13 ) $ 0.04 $ ( 0.14 ) $ 0.02 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Leases [Abstract] | |
Schedule of Accrued But Unpaid Lease Obligations | June 30, December 31, 2024 2023 Principal portion of rent in arrears $ 3,955 $ 5,273 Accrued interest on accrued but unpaid lease obligations $ 1,881 $ 2,326 |
Schedule of Lease Cost | The components of lease co st were as follows: Six Months Ended June 30, 2024 2023 Finance lease Amortization of right-of-use assets $ 576 $ 58 Interest expense on lease liabilities 109 11 Total finance lease cost 685 69 Operating lease cost 4,364 4,779 Short-term lease cost 1,276 1,491 Variable lease cost 2,029 3,370 Total lease cost $ 8,354 $ 9,709 |
Summary of Balance Sheet Information Related To Finance Leases | Supplemental balance sheet information related to finance l eases was as follows: June 30, 2024 December 31, 2023 Property and equipment, gross $ 3,454 $ 3,454 Accumulated depreciation ( 1,055 ) ( 479 ) Property and equipment, net $ 2,399 $ 2,975 |
Summary of Cash Flow Information Related To Leases | Supplemental cash flow information related t o leases was as follows: Six Months Ended June 30, 2024 2023 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 6,554 $ 5,059 Operating cash flows for finance leases $ 109 $ 11 Financing cash flows for finance leases $ 528 $ 83 June 30, 2024 December 31, 2023 Weighted-average remaining lease term Finance leases 2.08 2.58 Operating leases 6.27 6.49 June 30, 2024 December 31, 2023 Weighted-average discount rate Finance leases 7.91 % 7.91 % Operating leases 4.75 % 4.71 % |
Summary of Maturities of Lease Liabilities | As of June 30, 2024, maturities of lease liabilities were as follows: Operating leases Finance leases 2024 (remaining six months) $ 8,848 $ 639 2025 9,013 1,278 2026 7,791 737 2027 8,119 — 2028 3,580 — Thereafter 15,108 — Total lease payments 52,459 2,654 Less: interest ( 6,986 ) ( 215 ) Total lease liabilities $ 45,473 $ 2,439 |
Fair Value Measurements (Tables
Fair Value Measurements (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Fair Value Disclosures [Abstract] | |
Schedule of Significant Unobservable Quantitative Inputs to the Fair value | The significant unobservable quantitative inputs to the fair value of the building as follows: Unobservable input Range Discount rate 8.0 % Terminal capitalization rate 6.5 % Operating expense ratio 24.3 % - 32.9 % |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) | 6 Months Ended |
Jun. 30, 2024 Segments | |
Nature of Business and Basis of Presentation [Line Items] | |
Number of Reportable Segments | 1 |
Number of Operating Segments | 1 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) $ in Thousands | Dec. 31, 2023 USD ($) |
Significant Accounting Policies [Line Items] | |
Total accrued but unpaid lease obligations | $ 5,273 |
Revenue from Contracts with C_3
Revenue from Contracts with Customers- Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Total net revenue | $ 130,234 | $ 117,316 | $ 240,210 | $ 224,958 |
Advanced Wound Care | ||||
Total net revenue | 123,237 | 110,075 | 227,101 | 210,992 |
Surgical & Sports Medicine | ||||
Total net revenue | $ 6,997 | $ 7,241 | $ 13,109 | $ 13,966 |
Revenue from Contracts with C_4
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Significant Accounting Policies [Line Items] | ||||
Group purchase organization rebate | $ 1,629 | $ 1,466 | $ 3,023 | $ 2,890 |
Sales Revenue | Geographic Concentration Risk | International | ||||
Significant Accounting Policies [Line Items] | ||||
Concentration Risk, Percentage | 1% |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Receivables [Abstract] | ||
Accounts receivable | $ 114,457 | $ 88,859 |
Less - allowance for credit losses | (8,512) | (6,860) |
Accounts receivable | $ 105,945 | $ 81,999 |
Accounts Receivable, Net - Su_2
Accounts Receivable, Net - Summary of Allowance for Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Balance at beginning of period | $ 7,475 | $ 6,921 | $ 6,860 | $ 6,362 |
Additions (adjustments) | 1,064 | (53) | 2,032 | 190 |
Write-offs | (27) | (217) | (383) | (516) |
Recoveries | 3 | |||
Balance at end of period | $ 8,512 | 6,651 | $ 8,512 | 6,651 |
Cumulative Effect of Adoption | ||||
Balance at end of period | $ 615 | $ 615 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Raw materials | $ 13,674 | $ 12,988 |
Work in process | 847 | 810 |
Finished goods | 12,362 | 14,455 |
Inventory | $ 26,883 | $ 28,253 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Inventory reserve and obsolescence charged to cost of goods | $ 1,954 | $ 2,057 | $ 4,469 | $ 3,464 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property and equipment, gross | $ 145,704 | $ 130,347 |
Accumulated depreciation and amortization | (75,230) | (73,186) |
Property and Equipment, Net, Total | 89,947 | 116,228 |
Building and leasehold improvements | ||
Property and equipment, gross | 77,722 | 65,762 |
Internal use software | ||
Property and equipment, gross | 10,965 | 4,625 |
Furniture, computers and equipment | ||
Property and equipment, gross | 57,017 | 59,960 |
Construction in progress | ||
Property and Equipment, Net, Total | $ 19,473 | $ 59,067 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Depreciation and amortization expense | $ 3,366 | $ 2,228 | $ 6,438 | $ 4,922 |
Write down of capitalized internal-use software costs | 3,959 | 3,959 | 0 | |
Impairment charge | $ 18,842 | $ 18,842 | $ 0 | |
Construction in Progress | ||||
Estimated useful life | 5 years | 5 years | ||
Building and Associated Unfinished Construction Work | ||||
Impairment charge | $ 18,842 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Intangible assets (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Original Cost | $ 58,523 | $ 58,523 |
Accumulated Amortization | (44,387) | (42,652) |
Net Book Value | 14,136 | 15,871 |
Developed Technology | ||
Original Cost | 32,620 | 32,620 |
Accumulated Amortization | (25,720) | (24,666) |
Net Book Value | 6,900 | 7,954 |
Customer Relationships | ||
Original Cost | 10,690 | 10,690 |
Accumulated Amortization | (4,053) | (3,519) |
Net Book Value | 6,637 | 7,171 |
Patent | ||
Original Cost | 7,623 | 7,623 |
Accumulated Amortization | (7,623) | (7,623) |
Net Book Value | 0 | |
Independent sales agency network | ||
Original Cost | 4,500 | 4,500 |
Accumulated Amortization | (4,500) | (4,500) |
Net Book Value | 0 | |
Trade Names and Trademarks | ||
Original Cost | 2,080 | 2,080 |
Accumulated Amortization | (1,662) | (1,590) |
Net Book Value | 418 | 490 |
Non-compete agreements | ||
Original Cost | 1,010 | 1,010 |
Accumulated Amortization | (829) | (754) |
Net Book Value | $ 181 | $ 256 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Goodwill | $ 28,772,000 | $ 28,772,000 | $ 28,772,000 | ||
Amortization of Intangible Assets | 834,000 | $ 1,229,000 | 1,735,000 | $ 2,459,000 | |
Impairment of goodwill | $ 0 | $ 0 | $ 0 | $ 0 | |
Developed Technology | |||||
Weighted average remaining useful life | 4 years | ||||
Trade Names and Trademarks | |||||
Weighted average remaining useful life | 4 years | ||||
Customer Relationships | |||||
Weighted average remaining useful life | 6 years 3 months 18 days | ||||
Non-compete agreements | |||||
Weighted average remaining useful life | 1 year 3 months 18 days |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Personnel costs | $ 19,345 | $ 18,287 |
Royalties | 8,916 | 3,075 |
Interest on accrued but unpaid lease obligations | 1,881 | 2,326 |
Accrued milestone payment (Note 15) | 2,500 | 2,500 |
Accrued taxes | 3,885 | 2,799 |
Other | 1,489 | 1,087 |
Total | $ 38,016 | $ 30,074 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Feb. 03, 2023 Employees | Jun. 30, 2023 USD ($) | Jun. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) | Dec. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |||||
Number of reduction in employees | Employees | 71 | ||||
Percentage of reduction in employees | 7% | ||||
Severance payments | $ 1,609 | ||||
Restructuring adjustment | $ (126) | ||||
Restructuring Charges | $ 1,782 | ||||
Restructuring Reserve Current | $ 0 | $ 298 |
Restructuring - Summary of liab
Restructuring - Summary of liability related to the restructuring activities (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Liability balance as of beginning | $ 904 | $ 1,192 |
Expenses | 1,782 | |
Cash disbursements and other adjustments | (904) | (2,676) |
Liability balance as of ending | $ 0 | 298 |
Employee | ||
Restructuring Cost and Reserve [Line Items] | ||
Liability balance as of beginning | 1,010 | |
Expenses | 1,609 | |
Cash disbursements and other adjustments | (2,321) | |
Liability balance as of ending | 298 | |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Liability balance as of beginning | 182 | |
Expenses | 173 | |
Cash disbursements and other adjustments | (355) | |
Liability balance as of ending | $ 0 |
Debt Obligations (Detail)
Debt Obligations (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Term loan | $ 63,750 | $ 66,563 |
Less debt discount and debt issuance cost | (261) | (332) |
Term loan, net of debt discount and debt issuance cost | $ 63,489 | $ 66,231 |
Debt Obligations - Additional I
Debt Obligations - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | |||
Aug. 06, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Secured debt | $ 63,750 | $ 66,563 | ||
Term payment | $ 2,813 | $ 1,875 | ||
2021 Credit Agreement | ||||
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. | |||
Debt Instrument, Description of Variable Rate Basis | For SOFR Loans, the interest rate is a per annum interest rate equal to the Adjusted Term SOFR 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 Adjusted Term SOFR rate plus 1.0%, plus (2) an Applicable Margin between 1.00% to 2.25% based on the Total Net Leverage Ratio. On June 30, 2024, the applicable interest rate for outstanding borrowings is 7.64%. | |||
Applicable interest rate for outstanding borrowings | 7.64% | |||
2021 Credit Agreement | Maximum [Member] | SOFR 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] | SOFR 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] | 2021 Credit Agreement | ||||
Secured debt | $ 63,750 | $ 66,563 | ||
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 | |||
Term Loan [Member] | 2021 Credit Agreement | Due on Term Loan Maturity Date | ||||
Remaining principal balance | 50,625 | |||
Revolving Credit Facility [Member] | 2021 Credit Agreement | ||||
Line of credit | 0 | |||
Maximum borrowing capacity | 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% |
Debt Obligations - Future payme
Debt Obligations - Future payments of term loan (Detail) $ in Thousands | Jun. 30, 2024 USD ($) |
2024 (remaining six months) | $ 2,812 |
2025 | 6,563 |
2026 | 54,375 |
Total | $ 63,750 |
Stockholders' Equity and Stoc_3
Stockholders' Equity and Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Mar. 24, 2019 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2018 | |
Options granted | 2,640,601 | 3,554,528 | |||||
Restricted Stock Units [Member] | |||||||
Unrecognized stock compensation expense | $ 10,130 | $ 10,130 | |||||
Share-based compensation expected to be recognized over a weighted-average period | 2 years 7 months 17 days | ||||||
RSU granted during the period | 1,914,335 | 3,192,372 | |||||
Option | |||||||
Fair value of option vested | $ 4,089 | $ 3,070 | |||||
Unrecognized stock compensation expense | 8,345 | $ 8,345 | |||||
Share-based compensation expected to be recognized over a weighted-average period | 2 years 7 months 28 days | ||||||
Weighted average grant-date fair value | $ 1.89 | $ 1.32 | |||||
Selling, General and Administrative Expenses | |||||||
Stock-based compensation expense | $ 2,568 | $ 2,299 | $ 4,975 | $ 4,213 | |||
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 | |||||||
Company issued acquisition of shares | 728,548 | ||||||
Common Class A | 2018 Stock Incentive Plan | |||||||
Common stock awards authorized | 15,900,000 | 15,900,000 | 7,826,970 | 9,198,996 |
Stockholders' Equity and Stoc_4
Stockholders' Equity and Stock-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Unvested at December 31, 2023 | 3,898,331 | |
Unvested Granted | 1,914,335 | 3,192,372 |
Unvested Vested | (1,429,948) | |
Unvested Canceled/forfeited | (54,498) | |
Unvested at June 30, 2024 | 4,328,220 | |
Unvested at December 31, 2023 | $ 3.54 | |
Unvested Granted | 3.39 | |
Unvested Vested | 3.65 | |
Unvested Canceled/forfeited | 4.23 | |
Unvested at June 30, 2024 | $ 3.43 |
Stockholders' Equity and Stoc_5
Stockholders' Equity and Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Number of Options Outstanding | 9,340,046 | ||
Number of Options Granted | 2,640,601 | 3,554,528 | |
Number of Options Exercised | (152,250) | ||
Number of Options Canceled / forfeited | (139,981) | ||
Number of Options Outstanding | 11,688,416 | 9,340,046 | |
Number of Options Options Exercisable | 5,536,271 | ||
Number of Options Options vested or expected to vest | 10,502,883 | ||
Weighted Average Exercise Price Outstanding | $ 4.6 | ||
Weighted Average Exercise Price Granted | 3.43 | ||
Weighted Average Exercise Price Exercised | 1.18 | ||
Weighted Average Exercise Price Cancelled / forfeited | 2.84 | ||
Weighted Average Exercise Price Outstanding | 4.4 | $ 4.6 | |
Weighted Average Exercise Price Options Exercisable | 4.93 | ||
Weighted Average Exercise Price Options Vested or Expected to Vest | $ 4.49 | ||
Weighted Average Remaining Contractual Term (in years) Outstanding | 7 years 29 days | 6 years 7 months 28 days | |
Weighted Average Remaining Contractual Term (in years) Options Exercisable | 5 years 21 days | ||
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest | 6 years 10 months 9 days | ||
Aggregate Intrinsic Value Outstanding | $ 10,267 | ||
Aggregate Intrinsic Value Exercised | 254 | ||
Aggregate Intrinsic Value Options Canceled / forfeited | 161 | ||
Aggregate Intrinsic Value Outstanding | 3,029 | $ 10,267 | |
Aggregate Intrinsic Value Options Exercisable | 2,269 | ||
Aggregate Intrinsic Value Options Vested or Expected to Vest | $ 2,884 |
Earnings Per Share (EPS) -Basic
Earnings Per Share (EPS) -Basic and diluted net income (loss) per share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings per Share [Line Items} | ||||||
Net income (loss) | $ (17,043) | $ (2,100) | $ 5,316 | $ (2,969) | $ (19,143) | $ 2,347 |
Weighted average common shares outstanding —basic | 132,573,153 | 131,293,398 | 132,217,463 | 131,189,405 | ||
Weighted-average common shares outstanding—diluted | 132,573,153 | 133,066,010 | 132,217,463 | 132,475,908 | ||
Earnings per share-basic | $ (0.13) | $ 0.04 | $ (0.14) | $ 0.02 | ||
Earnings per share-diluted | $ (0.13) | $ 0.04 | $ (0.14) | $ 0.02 | ||
Restricted Stock Units (RSUs) [Member] | ||||||
Earnings per Share [Line Items} | ||||||
Weighted-average common shares outstanding—diluted | 863,523 | 461,352 | ||||
Employee Stock Option | ||||||
Earnings per Share [Line Items} | ||||||
Weighted-average common shares outstanding—diluted | 909,089 | 825,151 |
Earnings Per Share (EPS) - Addi
Earnings Per Share (EPS) - Additional Information (Detail) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Common Class A | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Anti-dilutive shares excluded from the diluted EPS | 16,016,636 | 8,676,433 | 16,016,636 | 8,763,403 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | 6 Months Ended | 60 Months Ended | ||||
Aug. 11, 2021 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2027 | Dec. 31, 2023 | Aug. 31, 2021 | |
Right-of-use asset | $ 36,572 | $ 40,118 | ||||
Variable lease expenses | $ 2,029 | $ 3,370 | ||||
Property Plant And Equipment | ||||||
Right-of-use asset | $ 4,943 | |||||
275 Dan Road SPE LLC [Member] | ||||||
Purchase of building under the lease amount | $ 6,013 | |||||
Dan Road Leases [Member] | Scenario Forecast [Member] | ||||||
Variable lease expenses | $ 8,060 | |||||
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) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | ||
Total accrued but unpaid lease obligations | $ 5,273 | |
Accrued interest on accrued but unpaid lease obligations | $ 1,881 | 2,326 |
Principal [Member] | ||
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | ||
Total accrued but unpaid lease obligations | $ 3,955 | $ 5,273 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Detail) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Leases [Abstract] | ||
Finance lease Amortization of right-of-use assets | $ 576 | $ 58 |
Finance lease Interest on lease liabilities | 109 | 11 |
Total finance lease cost | 685 | 69 |
Operating lease cost | 4,364 | 4,779 |
Short-term lease cost | 1,276 | 1,491 |
Variable lease cost | 2,029 | 3,370 |
Total lease cost | $ 8,354 | $ 9,709 |
Leases - Summary of Balance She
Leases - Summary of Balance Sheet Information Related To Finance Leases (Detail) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Lessee Disclosure [Abstract] | ||
Property and equipment, gross | $ 3,454 | $ 3,454 |
Accumulated depreciation | (1,055) | (479) |
Property and equipment, net | 2,399 | $ 2,975 |
Finance lease obligations | $ (2,439) | |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property, Plant and Equipment, Net | Property, Plant and Equipment, Net |
Leases - Summary of Cash Flow I
Leases - Summary of Cash Flow Information Related To Leases (Detail) - USD ($) $ in Thousands | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | $ 6,554 | $ 5,059 | |
Operating cash flows for finance leases | 109 | 11 | |
Financing cash flows for finance leases | $ 528 | $ 83 | |
Weighted-average remaining lease term | |||
Finance leases | 2 years 29 days | 2 years 6 months 29 days | |
Operating leases | 6 years 3 months 7 days | 6 years 5 months 26 days | |
Weighted-average discount rate | |||
Finance leases | 7.91% | 7.91% | |
Operating leases | 4.75% | 4.71% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Detail) $ in Thousands | Jun. 30, 2024 USD ($) |
Lessee Disclosure [Abstract] | |
2024 (remaining six months), Operating leases | $ 8,848 |
2025, Operating leases | 9,013 |
2026, Operating leases | 7,791 |
2027, Operating leases | 8,119 |
2028, Operating leases | 3,580 |
Thereafter, Operating leases | 15,108 |
Total lease payments | 52,459 |
Less: interest | (6,986) |
Total lease liabilities | 45,473 |
2024 (remaining six months), Finance leases | 639 |
2025, Finance leases | 1,278 |
2026, Finance leases | 737 |
2027, Finance leases | 0 |
Total lease payments | 2,654 |
Less: interest | (215) |
Total lease liabilities | $ 2,439 |
Fair Value Measurements - Addit
Fair Value Measurements - Additional Information (Detail) - USD ($) | Jun. 30, 2024 | Dec. 31, 2023 |
Fair Value, Nonrecurring Basis | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Assets recorded at fair value | $ 13,600,000 | $ 0 |
Fair Value Measurements - Sched
Fair Value Measurements - Schedule of Significant Unobservable Quantitative Inputs to the Fair Value (Detail) - Fair Value, Nonrecurring Basis - Fair Value, Inputs, Level 3 - Building | Jun. 30, 2024 |
Discount Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Unobservable input | 8 |
Terminal Capitalization Rate | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Unobservable input | 6.5 |
Operating Expense Ratio | Minimum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Unobservable input | 24.3 |
Operating Expense Ratio | Maximum | |
Fair Value Measurement Inputs and Valuation Techniques [Line Items] | |
Unobservable input | 32.9 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | 6 Months Ended | ||||
Dec. 31, 2023 | Nov. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Apr. 30, 2024 | |
License Agreement Resorba | Selling, General and Administrative Expenses | |||||||
Royalty Expense | $ 7,417 | $ 1,592 | $ 12,364 | $ 3,032 | |||
Vivex Biologics Inc Member | |||||||
Agreement Renewal Term | 1 year | ||||||
Initial term of agreement expiration date | Dec. 31, 2026 | ||||||
Payment of upfront license fee | $ 5,000 | ||||||
Straightline basis over the estimated life period | 3 years | ||||||
Option payment | $ 2,500 | ||||||
Milestone payment | $ 2,500 | ||||||
Vivex Biologics Inc Member | Maximum | |||||||
Agreement Renewal Term | 5 years |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective Income Tax Rate Reconciliation, Percent, Total | (1.40%) | |||
Federal corporate income tax rate | 21% | |||
Income tax expense | $ 2,503 | $ 3,863 | $ 260 | $ 2,205 |