Document and Entity Information
Document and Entity Information - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Mar. 01, 2019 | Jun. 30, 2018 | |
Document and Entity Information [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2018 | ||
Document Fiscal Year Focus | 2018 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Organogenesis Holdings Inc. | ||
Entity Central Index Key | 0001661181 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Accelerated Filer | ||
Entity Public Float | $ 310,930 | ||
Trading Symbol | ORGO | ||
Entity Common Stock, Shares Outstanding | 92,009,737 | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Current assets: | ||
Cash | $ 21,291 | $ 2,309 |
Restricted cash | 114 | 49 |
Accounts receivable, net | 34,077 | 28,124 |
Inventory | 13,321 | 14,270 |
Prepaid expenses and other current assets | 2,328 | 4,399 |
Contingent consideration forfeiture rights | 589 | |
Total current assets | 71,131 | 49,740 |
Property and equipment, net | 39,623 | 42,112 |
Notes receivable from related parties | 477 | 413 |
Intangible assets, net | 26,091 | 29,759 |
Goodwill | 25,539 | 25,539 |
Deferred tax asset | 238 | 424 |
Other assets | 579 | 735 |
Total assets | 163,678 | 148,722 |
Current liabilities: | ||
Deferred acquisition consideration | 5,000 | 5,000 |
Redeemable common stock liability | 6,762 | |
Current portion of notes payable | 2,545 | 0 |
Current portion of capital lease obligations | 7,501 | 5,369 |
Accounts payable | 19,165 | 19,053 |
Accrued expenses and other current liabilities | 25,415 | 22,551 |
Total current liabilities | 66,388 | 51,973 |
Line of credit | 26,484 | 17,618 |
Notes payable, net of current portion | 12,578 | 14,816 |
Long-term debt - affiliates | 52,142 | |
Due to affiliates | 4,500 | |
Warrant liability | 2,238 | |
Deferred rent, net of current portion | 130 | 74 |
Capital lease obligations, net of current portion | 10,154 | 12,390 |
Other liabilities | 903 | 1,526 |
Total liabilities | 116,637 | 157,277 |
Commitments and contingencies (Notes 20 and 24) | ||
Redeemable common stock, $0.0001 par value; 728,549 shares issued and outstanding at December 31, 2018 and 2017. | 0 | 6,762 |
Stockholders' equity (deficit): | ||
Common stock, $0.0001 par value; 400,000,000 and 81,200,000 shares authorized at December 31, 2018 and 2017, respectively; 91,261,412 and 66,983,138 shares issued and outstanding at December 31, 2018 and 2017, respectively. | 9 | 6 |
Additional paid-in capital | 177,272 | 50,086 |
Accumulated deficit | (130,240) | (65,409) |
Total stockholders' equity (deficit) | 47,041 | (15,317) |
Total liabilities, redeemable common stock and stockholders' equity (deficit) | $ 163,678 | $ 148,722 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2018 | Dec. 31, 2017 |
Redeemable common stock, par value | $ 0.0001 | $ 0.0001 |
Redeemable common stock, shares issued | 728,549 | 728,549 |
Redeemable common stock, shares outstanding | 728,549 | 728,549 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 81,200,000 |
Common stock, shares issued | 91,261,412 | 66,983,138 |
Common stock, shares outstanding | 91,261,412 | 66,983,138 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Income Statement [Abstract] | |||
Net revenue | $ 193,449 | $ 198,508 | $ 138,732 |
Cost of goods sold | 68,808 | 61,220 | 48,201 |
Gross profit | 124,641 | 137,288 | 90,531 |
Operating expenses: | |||
Selling, general and administrative | 161,961 | 133,717 | 93,029 |
Research and development | 10,742 | 9,065 | 6,277 |
Write-off of deferred offering costs | 3,494 | ||
Total operating expenses | 176,197 | 142,782 | 99,306 |
Loss from operations | (51,556) | (5,494) | (8,775) |
Other income (expense), net: | |||
Interest expense | (10,853) | (8,139) | (5,627) |
Interest income | 64 | 129 | 153 |
Change in fair value of warrants | (469) | (1,037) | (737) |
Loss on the extinguishment of debt | (2,095) | ||
Other expense, net | 162 | (9) | 285 |
Total other income (expense), net | (13,191) | (9,056) | (5,926) |
Net loss before income taxes | (64,747) | (14,550) | (14,701) |
Income tax (expense) benefit | (84) | 7,025 | (65) |
Net loss | (64,831) | (7,525) | (14,766) |
Net income attributable to non-controlling interest in affiliates | 863 | 2,221 | |
Net loss attributable to Organogenesis Holdings Inc. | $ (64,831) | $ (8,388) | $ (16,987) |
Net loss per share attributable to Organogenesis Holdings Inc.—basic and diluted | $ (0.94) | $ (0.14) | $ (0.27) |
Weighted average common shares outstanding—basic and diluted | 69,318,456 | 63,876,767 | 63,196,067 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Redeemable Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Total Organogenesis Holdings Inc Stockholders' Equity [Member] | Non-controlling Interest in Affiliates [Member] |
Balance at Dec. 31, 2015 | $ 3,514 | $ 6 | $ 33,090 | $ (38,660) | $ (5,564) | $ 9,078 | |
Balance (in shares) at Dec. 31, 2015 | 63,872,057 | ||||||
Stock-based compensation expense | 473 | 473 | 473 | ||||
Non-controlling interest distributions | (5,200) | (5,200) | |||||
Net income (loss) | (14,766) | (16,987) | (16,987) | 2,221 | |||
Balance at Dec. 31, 2016 | (15,979) | $ 6 | 33,563 | (55,647) | (22,078) | 6,099 | |
Balance (in shares) at Dec. 31, 2016 | 63,872,057 | ||||||
Shares issued in connection with NuTech Medical acquisition | 10,270 | $ 6,339 | 10,270 | 10,270 | |||
Shares issued in connection with NuTech Medical acquisition (in shares) | 728,549 | 2,914,197 | |||||
VIE deconsolidation | (9,336) | (1,374) | (1,374) | (7,962) | |||
Extinguishment of subordinated notes - affiliates | 4,577 | 4,577 | 4,577 | ||||
Exercise of stock options | 221 | 221 | 221 | ||||
Exercise of stock options (in shares) | 196,884 | ||||||
Warrants issued in connection with notes payable | 959 | 959 | 959 | ||||
Cash contributions from members of affiliates | 1,000 | 1,000 | |||||
Stock-based compensation expense | 919 | 919 | 919 | ||||
Accretion of redeemable common shares | (423) | $ 423 | (423) | (423) | |||
Net income (loss) | (7,525) | (8,388) | (8,388) | $ 863 | |||
Balance at Dec. 31, 2017 | $ (15,317) | $ 6,762 | $ 6 | 50,086 | (65,409) | (15,317) | |
Balance (in shares) at Dec. 31, 2017 | 66,983,138 | 728,549 | 66,983,138 | ||||
Proceeds from equity financing, net of issuance costs of $270 | $ 91,730 | $ 2 | 91,728 | 91,730 | |||
Proceeds from equity financing, net of issuance costs of $270 (in shares) | 15,561,473 | ||||||
Recapitalization costs | (11,206) | (11,206) | (11,206) | ||||
Exercise of stock options | $ 119 | 119 | 119 | ||||
Exercise of stock options (in shares) | 55,402 | 76,654 | |||||
Exercise of common stock warrants | $ 2,707 | 2,707 | 2,707 | ||||
Exercise of common stock warrants (in shares) | 746,475 | ||||||
Issuance of common stock for extinguishment of debt | 42,764 | $ 1 | 42,763 | 42,764 | |||
Issuance of common stock for extinguishment of debt (in shares) | 6,502,679 | ||||||
Common stock issued in exchange for AHPAC shares (in shares) | 1,390,993 | ||||||
Stock-based compensation expense | 1,075 | 1,075 | 1,075 | ||||
Notification of exercise of put option of redeemable common stock | $ (6,762) | ||||||
Net income (loss) | (64,831) | (64,831) | (64,831) | ||||
Balance at Dec. 31, 2018 | $ 47,041 | $ 9 | $ 177,272 | $ (130,240) | $ 47,041 | ||
Balance (in shares) at Dec. 31, 2018 | 91,261,412 | 728,549 | 91,261,412 |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Issuance costs | $ 270 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Cash flows from operating activities: | |||
Net loss | $ (64,831) | $ (7,525) | $ (14,766) |
Adjustments to reconcile net loss to net cash used in operating activities: | |||
Depreciation | 3,309 | 3,591 | 5,702 |
Amortization of intangible assets | 3,669 | 2,037 | 1,617 |
Non-cash interest expense | 3,300 | 2,415 | 1,662 |
Non-cash interest income | (64) | (111) | (108) |
Non-cash rent expense | 56 | 70 | (26) |
Deferred tax (benefit) expense | 186 | (7,301) | |
Loss (gain) on disposal of property and equipment | 1,209 | (8) | (9) |
Impairment of notes receivable | 113 | ||
Write-off of deferred offering costs | 3,494 | ||
Provision recorded for sales returns and doubtful accounts | 1,157 | 1,166 | 25 |
Provision recorded for inventory reserve | 5,949 | 5,497 | 7,472 |
Stock-based compensation | 1,075 | 919 | 473 |
Change in fair value of warrant liability | 469 | 1,037 | 737 |
Loss on extinguishment of debt | 2,095 | ||
Change in fair value of interest rate swap | 6 | (253) | |
Changes in fair value of forfeiture rights | 589 | (212) | |
Changes in operating assets and liabilities: | |||
Accounts receivable | (7,110) | (7,010) | (6,556) |
Inventory | (5,000) | (3,817) | (5,367) |
Prepaid expenses and other current assets | (1,414) | (2,680) | 1,009 |
Accounts payable | (60) | 3,967 | 33 |
Accrued expenses and other current liabilities | 368 | 982 | 1,110 |
Accrued interest—affiliate debt | (9,241) | 3,190 | 2,339 |
Other liabilities | 56 | 100 | 35 |
Net cash used in operating activities | (60,739) | (3,574) | (4,871) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (1,857) | (2,426) | (1,361) |
Proceeds from disposal of property and equipment | 1 | 8 | 115 |
Acquisition of NuTech Medical, net of cash acquired | (11,790) | ||
VIE deconsolidation | (666) | ||
Net cash used in investing activities | (1,856) | (14,874) | (1,246) |
Cash flows from financing activities: | |||
Line of credit borrowings (repayment), net | 8,866 | 12,749 | (2,399) |
Notes payables—related party borrowings (repayment), net | (1,335) | 2,398 | |
Repayment of debt and debt issuance cost on affiliate debt | (22,680) | ||
Proceeds from long-term debt—affiliates | 15,000 | 17,204 | |
Proceeds from equity financing, net of issuance costs | 92,000 | ||
Payment of equity issuance costs | (270) | ||
Payment of recapitalization costs | (11,206) | ||
Repayment of notes payable | (10) | (6,325) | (5,250) |
Distributions to non-controlling interest in affiliates | (5,200) | ||
Borrowing from affiliates | 23 | ||
Proceeds from the exercise of stock options | 119 | 221 | |
Cash contributions from members of affiliates | 1,000 | ||
Proceeds from notes payable—master lease | 16,000 | ||
Payments of deferred acquisition consideration | (2,500) | ||
Payment of debt issuance costs | (177) | (862) | |
Net cash provided by financing activities | 81,642 | 18,948 | 6,776 |
Change in cash and restricted cash | 19,047 | 500 | 659 |
Cash and restricted cash, beginning of year | 2,358 | 1,858 | 1,199 |
Cash and restricted cash, end of year | 21,405 | 2,358 | 1,858 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 7,553 | 5,715 | 3,965 |
Cash paid for income taxes | 8 | 96 | 29 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Fair value of shares issued in connection with investor debt settlement | 42,764 | ||
Fair value of shares issued in connection with settlement of warrants | 2,707 | ||
Common stock issued in exchange for AHPAC shares | 1 | ||
Notice of put option exercise of redeemable common shares | 6,762 | ||
Fair value of warrant issued in connection with Subordinated Notes | 464 | ||
Debt issuance costs included in accrued expenses | 680 | ||
Purchases of property and equipment in accounts payable and accrued expenses | $ 172 | 764 | $ 63 |
Fair value of warrant issued in connection with notes payable | 959 | ||
Extinguishment of Subordinated Notes—affiliates | 4,577 | ||
Accretion of redeemable common stock | 423 | ||
Shares issued in connection with NuTech Medical acquisition | 16,609 | ||
Deconsolidation of variable interest entities, net of cash | 9,052 | ||
Issuance of deferred acquisition consideration | 7,500 | ||
Issuance of contingent consideration forfeiture rights | $ 377 |
Nature of Business
Nature of Business | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Operations | 1. Nature of Business Organogenesis Holdings Inc. (formerly Avista Healthcare Public Acquisition Corp.) (“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. The Company’s products have been shown through clinical and scientific studies to support and, in some cases, accelerate tissue healing and improve patient outcomes. The Company is advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. The Company’s solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, cardiovascular and peripheral vascular disease and smoking. The Company offers differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ambulatory service centers (ASCs) and physician offices. The Company’s mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care. The Company offers a comprehensive portfolio of products in the markets it serves that address patient needs across the continuum of care. The Company has and intends to continue to generate data from clinical trials, real world outcomes and health economics research that validate the clinical efficacy and value proposition offered by the Company’s products. The majority of the existing and pipeline products in the Company’s portfolio have Premarket Application approval, Business License Applicant approval or Premarket Notification 510(k) clearance from the United States Food and Drug Administration (“FDA”). Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, the Company believes its data and regulatory approvals provide us a strong competitive advantage. The Company’s product development expertise and multiple technology platforms provide a robust product pipeline which the Company believes will drive future growth. Merger with Avista Healthcare Public Acquisition Corp On December 10, 2018, Avista Healthcare Public Acquisition Corp., our predecessor company (“AHPAC”), consummated the previously announced merger (the “Avista Merger”) pursuant to an Agreement and Plan of Merger, dated as of August 17, 2018 (as amended, the “Avista Merger Agreement”), by and among AHPAC, Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of AHPAC (“Avista Merger Sub”) and Organogenesis Inc., a Delaware corporation (“Organogenesis Inc.”). As a result of the Avista Merger and the other transactions contemplated by the Avista Merger Agreement, Avista Merger Sub merged with and into Organogenesis Inc., with Organogenesis Inc. surviving the Avista Merger and becoming a wholly owned subsidiary of AHPAC. In addition, in connection with the Avista Merger, and in accordance with Section 388 of the Delaware General Corporation Law and the Cayman Islands Companies Law (2018 Revision), AHPAC redomesticated as a Delaware corporation (the “Domestication”). After the Domestication, AHPAC changed its name to Organogenesis Holdings Inc. (ORGO). In accordance with the terms of the Avista Merger Agreement, at the effective time of the Avista Merger, each share of Organogenesis Inc. common stock then issued and outstanding was automatically cancelled, extinguished and converted into the right to receive 2.03 shares of ORGO Class A common stock, par value $0.0001 per share, (after giving effect to the Domestication). At the effective time of the Avista Merger, 75,073,548 shares of ORGO Class A common stock were issued to the equity holders of Organogenesis Inc. In addition, all outstanding options and warrants (other than warrants that expired, were exercised or were deemed automatically net exercised immediately prior to the Avista Merger) exercisable for common stock in Organogenesis Inc. were exchanged for options and warrants exercisable for ORGO Class A common stock . The Avista Merger was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, AHPAC was treated as the “acquired” company for accounting purposes. This determination was primarily based on Organogenesis Inc.’s equity holders having a majority of the voting power of the combined company, Organogenesis Inc. comprising the ongoing operations of the combined entity, Organogenesis Inc. comprising a majority of the governing body of the combined company, and the Organogenesis Inc.’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Avista Merger was treated as the equivalent of Organogenesis Inc. issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC were recorded at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Avista Merger are those of Organogenesis Inc. Prior to the completion of the Avista Merger, on August 17, 2018, the PIPE investors also purchased, 6,538,732 shares of ORGO Class A common stock for an aggregate purchase price of $46,000 (the “Initial Avista Investment”). The Company received the proceeds from the Initial Avista Investment in August 2018. Concurrently with the completion of the Avista Merger, Avista Capital Partners IV, L.P. and Avista Capital Partners IV (Offshore), L.P. (the “PIPE Investors”) purchased 9,022,741 shares of ORGO Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock for an aggregate purchase price of $46,000 (the “Additional Avista Investment”). The Company received the proceeds from the Additional Avista Investment in December 2018. Concurrently with the signing of the Avista Merger Agreement, Organogenesis Inc.’s lenders agreed to release the subordination on the affiliate debt and the affiliate guarantee on the term debt, and the holders of the affiliate debt executed and delivered to the Company an exchange agreement whereby such creditors and the Company agreed that, concurrently with the consummation of the Avista Merger, outstanding principal of $ 45, 746 6 ,502,679 $ 35,641 , representing $ 22,000 of principal and $ 13,641 Acquisition of Nutech Medical, Inc. In March 2017, the Company purchased Nutech Medical, Inc. (“NuTech Medical”) pursuant to an Agreement of Plan of Merger (“NuTech Merger Agreement”) dated March 18, 2017 Going Concern The Company has evaluated whether there are conditions and events, considered in the aggregate, that raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date that the consolidated financial statements are issued. Through December 31, 2018, the Company has funded its operations primarily with cash flow from product sales and proceeds from loans from affiliates and entities controlled by its affiliates, sales of its common stock and third-party debt. The Company has incurred recurring losses since inception, including net losses of $64,831, $8,388, and $16,987 for the years ended December 31, 2018, 2017 and 2016, respectively. In addition, as of December 31, 2018, the Company had an accumulated deficit of $130,240 and working capital of $4,743. The Company expects to continue to generate operating losses for the foreseeable future. As of March 18, 2019, the issuance date of the consolidated financial statements for the year ended December 31, 2018, the Company expects that its cash of $21,291 as of The Company may seek to raise additional funding through public and/or private equity financings, debt financings or other strategic transactions. The Company may not be able to obtain funding on acceptable terms, or at all. The terms of any financing may adversely affect the holdings or the rights of the Company’s stockholders. The Company expects to continue investing in product development, sales and marketing and customer support for its products. The long-term continuation of the Company’s business plan is dependent upon the generation of sufficient revenues from its products to offset expenses, capital expenditures, debt service payments, and contingent payment obligations. In the event that the Company does not generate sufficient revenues and is unable to obtain funding, the Company will be forced to delay, reduce, or eliminate some or all of its research and development programs, product portfolio expansion, commercialization efforts or capital expenditures, which could adversely affect the Company’s business prospects, ability to meet long-term liquidity needs or the Company may be unable to continue operations. The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. Accordingly, the consolidated financial statements have been prepared on a basis that assumes the Company will continue as a going concern and which contemplates the realization of assets and satisfaction of liabilities and commitments in the ordinary course of business. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | 2. Significant Accounting Policies 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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates. Principles of Consolidation The consolidated financial statements include the accounts of Organogenesis Holdings Inc. (a Delaware corporation following the Domestication), and its wholly owned subsidiary, Organogenesis Inc. and the wholly owned subsidiaries of Organogenesis Inc., including Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC from the acquisition date of March 24, 2017. The accounts of Dan Road Associates, LLC (“Dan Road Associates”), 85 Dan Road Associates, LLC (“85 Dan Road Associates”) and Canton 65 Dan Road Associates, LLC (“65 Dan Road Associates”) were variable interest entities requiring consolidation (each a “Real Estate Entity,” collectively the “Real Estate Entities”) through the deconsolidation date of June 1, 2017, as discussed below. For periods prior to the closing of the Avista Merger on December 10, 2018, the notes to the consolidated financial statements have been updated to give effect to the Avista Merger. Dan Road Equity I, LLC, a wholly owned subsidiary of Dan Road Associates, and 65 Dan Road SPE, LLC, a wholly owned subsidiary of 65 Dan Road Associates, were each formed in 2011. Dan Road Equity I, LLC and 65 Dan Road, LLC were formed as special purpose entities (“SPEs”) solely to own the real property of its respective parent. As such, in connection with the formation of the SPEs, Dan Road Associates and 65 Dan Road Associates transferred title to the real property held by them, along with the related mortgages and operations, to Dan Road Equity I and 65 Dan Road, LLC respectively. On June 1, 2017, the Real Estate Entities entered into amendments to their respective mortgage notes which resulted in the removal of the requirement that the Company’s affiliates provide personal guarantees for the mortgages. As a result, the Company determined that the Real Estate Entities no longer met the definition of a variable interest entity, and accordingly, the Company determined that the Real Estate Entities were no longer required to be consolidated under the variable interest entity model. The Real Estate Entities were deconsolidated and the financial statements as of June 1, 2017 derecognized all assets and liabilities of the Real Estate Entities (See Note 4). The results of operations for the years ended December 31, 2017 include the operations of the Real Estate Entities through the date of deconsolidation. The consolidated balance sheet as of December 31, 2018 and December 31, 2017 and the results of operations for the year ended December 31, 2018 do not include the accounts of the Real Estate Entities. All intercompany balances and transactions have been eliminated in consolidation. Consolidated Variable Interest Entities The Company is required to evaluate its relationships with certain entities which meet the definition of a variable interest entity to determine whether consolidation is required under GAAP, as there exists a controlling financial interest. The Company has considered its relationships with certain entities, some of which are wholly-owned by affiliates of the Company, to determine whether it had a variable interest in these entities and, if so, whether the Company is the primary beneficiary of the relationship. In making the determination that an entity meets the definition of a variable interest entity, the Company assesses various factors including voting rights, right to receive residual gain and losses as well as the ability of the entity’s equity at risk to finance the future operations of the entity. Significant judgement is required when evaluating the sufficiency of the equity at risk and the Company considers all relevant relationships the entities have related to financing the operations including but not limited to equity investment, debt financing and personal guarantees of equity holders to secure debt financing. In evaluating whether or not the Company has a controlling financial interest and would be considered the primary beneficiary of the entity, the Company must determine if it has the ability to control the activities that most significantly impact the economic performance of an entity determined to be a variable interest entity and also if the Company has the obligation to absorb losses or the right to receive residual returns which could be significant to a variable interest entity. The Company considers the following factors in determining if it has the right to control activities of the entity: the purpose and the design of the entity, all relationships the Company has with the entity, as well as relationships affiliates may have with each entity, to determine who has the power to direct the activities that most significantly impact the economic performance of the entity. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision making rights are most important. This analysis takes into account power through related parties who also have the ability to assert significant influence on the Company’s decision making ability. The Company evaluates all of its economic relationships with variable interest entities to determine the significance of its obligation to absorb losses or right to receive returns including leasing arrangements, residual value guarantees and amounts due to or from the variable interest entities. The Company assesses its determination as the primary beneficiary on an ongoing basis at each balance sheet date. The Company was the primary tenant in each of the facilities owned by the Real Estate Entities under long-term leases which were determined to be capital leases which would effectively act as a residual guaranty on the value of the assets of the Real Estate Entities. Furthermore, the Company has made substantial improvements to each of the buildings, all of which transfer residual value to the Company. As a result, the accounts and transactions of the Real Estate Entities are consolidated, for financial reporting purposes, until derecognized. The non-controlling interest in earnings are reported as net income attributable to non-controlling interest in affiliates in the consolidated statements of operations. Losses generated by the Real Estate Entities prior to 2008, which occurred prior to the adoption of FIN 46 and subsequently ASC 810 were recorded in the Company’s retained earnings and remained constant until the Real Estate Entities were deconsolidated on June 1, 2017. Although the Company consolidated all of the assets and liabilities of the Real Estate Entities, the assets of the Real Estate Entities were not available to settle obligations of the Company and the creditors of the Real Estate Entities did not have recourse against the assets of the Company, except as provided for contractually. Segment Reporting Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance for the organization. The Company’s chief decision maker is the Chief Executive Officer. The Company’s chief decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. Accordingly, the Company has determined that it has a single operating segment—regenerative medicine. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s portfolio includes regenerative medicine products in various stages, ranging from preclinical to late stage development, and commercialized advanced wound care and surgical and sports medicine products which support healing across a wide variety of wound types at many different types of facilities. Cash and Cash Equivalents The Company primarily maintains its cash in bank deposit accounts in the United States which, at times, may exceed the federally insured limits. The Company has not experienced losses in such accounts and believes it is not exposed to significant credit risk on cash. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash The Company had restricted cash of $114 and $49 as of December 31, 2018 and 2017, respectively. Restricted cash represents employee deposits in connection with the Company’s health benefit plan. Accounts Receivable Accounts receivable are stated at invoice value less estimated allowances for sales returns and doubtful accounts. The Company estimates the allowance for sales returns based on a historical percentage of returns over a 12-month trailing average of sales. The Company continually monitors customer payments and maintains a reserve for estimated losses resulting from its customers’ inability to make required payments. The Company considers factors when estimating the allowance for doubtful accounts such as historical experience, credit quality, age of the accounts receivable balances, geographic related risks and economic conditions that may affect a customer’s ability to pay. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, a specific allowance is recorded against amounts due, thereby reducing the net recognized receivable to the amount reasonably believed to be collectible. Accounts receivables are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. Inventories Inventories are stated at the lower of cost or net realizable value. Cost is recorded on the first-in, first-out method. Work in process and finished goods include materials, labor and allocated overhead. Inventory also includes cell banks and the cost of tests mandated by regulatory agencies of the materials to qualify them for production. The Company regularly reviews inventory quantities on hand and records a provision to write down excess and obsolete inventory to its estimated net realizable value based upon management’s assumptions of future material usage, yields and obsolescence, which are a result of future demand and market conditions and the effective life of certain inventory items. The Company also tests other components of its inventory for future growth projections. The Company determines the average yield of the component and compares it to projected revenue to ensure it is properly reserved. Property and Equipment, Net Property and equipment are recorded at cost and depreciated over the estimated useful lives of the respective asset on a straight-line basis. As of December 31, 2018 and 2017, the Company’s property and equipment consisted of leasehold improvements, furniture and computers, and equipment. Property and equipment estimated useful lives are as follows: Leasehold improvements Lesser of the life of the lease or the economic life of the asset Furniture and computers 3 - 5 years Equipment 5 - 10 years Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statement of operations and comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major improvements that extend the useful lives of the related asset are capitalized and depreciated over their remaining estimated useful lives. Construction in progress costs are capitalized when incurred until the assets are placed in service, at which time the costs will be transferred to the related property and equipment accounts, and depreciated over their respective useful lives. Goodwill Business combinations are accounted for under the acquisition method. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment annually as of December 31 or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company first assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than its carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test. The Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. There was no impairment of goodwill identified during the years ended December 31, 2018, 2017 or 2016. Intangible Assets Subject to Amortization Intangible assets include intellectual property either owned by the Company or for which the Company has a license. Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology and patents, trade names, trademarks, independent sales agency networks and non-compete agreements obtained through business acquisitions. Amortization of intangible assets subject to amortization is calculated on the straight-line method based on the following estimated useful lives: Trade names and trademarks 10-12 years Developed technology 10-12 years Independent sales agency network 3 years Non-compete agreements 5 years Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is determined to be impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not record any impairment on long-lived assets during the years ended December 31, 2018, 2017 or 2016. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. The Company had $0 and $2,724 of deferred offering costs as of December 31, 2018 and 2017, respectively, in prepaid expenses and other current assets within the consolidated balance sheets. During the year ended December 31, 2018, the Company wrote off deferred offering costs of $3,494 in connection with an expected initial public offering that has since been abandoned by the Company, of which $770 were incurred during the year ended December 31, 2018. During the year ended December 31, 2018, $270 of equity issuance costs were recorded to additional paid-in capital against proceeds received Warrant Liability In connection with entering into the subordinated notes agreement (see Note 14), the Company agreed to issue warrants to purchase Class A common stock to the debtors under the agreement. The Company classifies the warrants as a liability on its consolidated balance sheet because each warrant provided for down-round protection which causes the exercise price of the warrants to be adjusted if future equity issuances are below the current exercise price of the warrants. The price of the warrant will also be adjusted any time the price of another equity-linked instrument changes. The warrant liability was initially recorded at fair value upon entering into the Subordinated Notes agreement and was subsequently remeasured to fair value at each reporting date until the warrants were net exercised in December 2018. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the consolidated statement of operations. The liability-classified warrants were exercised in connection with the Avista Merger and the Company has no warrant liability as of December 31, 2018. Revenue Recognition Revenue from product sales is recognized upon delivery, after risk of ownership passes to the customer in accordance with a purchase order which includes a fixed price, collection is probable, and no performance obligations exist. Product shipped to customers in advance of the receipt of a purchase order is not recognized as revenue or cost of goods sold until the purchase order is received. Revenue is recorded net of a provision for estimated sales returns and early payment discounts, which are accrued at the time revenue is recognized, based upon historical experience and specific circumstances. Shipping and Handling The Company records amounts incurred related to shipping and handling costs as a cost of goods sold. Product Warranties Each of the Company’s products carry product warranties, which generally provide customers the right to return defective product during the specified warranty period for replacement at no cost to the customer. The Company did not record any reserves for product warranties as of December 31, 2018 or 2017. Stock-Based Compensation The Company measures stock-based awards granted to employees based on the fair value of the awards on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Generally, the Company issues stock-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company recognizes stock-based compensation expense within the consolidated financial statements for all share-based payments based upon the estimated grant-date fair value for the awards expected to ultimately vest. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its Class A common stock and does not expect to pay any cash dividends in the foreseeable future. From 2010 through 2013, the Company had a loan program that permitted certain officers of the Company to borrow funds secured by their individual equity holdings in Company stock and options (see Note 12). Advertising Advertising costs are expensed as incurred and are included in selling, general and administrative expense in the consolidated statements of operations. Advertising costs were approximately $773, $947, and $1,196 for the years ended December 31, 2018, 2017 and 2016, respectively. Research and Development Costs Research and development expenses relate to the Company’s investments in improvements to manufacturing processes, product enhancements to currently available products, and additional investments in the Company’s product pipeline and platforms. Research and development costs also include expenses such as clinical trial and regulatory costs. The Company expenses research and development costs as incurred. Interest Income Interest income is primarily recognized by the Company for interest earned on Employee Loans (see Note 12) and interest earned by the Real Estate Entities on loans entered into by the entities through the date of deconsolidation on June 1, 2017. Foreign Currency The Company’s functional currency, including the Company’s Swiss subsidiary, Organogenesis GmbH, is the U.S. dollar. Foreign currency gains and losses resulting from re-measurement of assets and liabilities held in foreign currencies and transactions settled in a currency other than the functional currency are included separately as non-operating income or expense in the consolidated statements of operations as a component of other income (expense), net. The foreign currency amounts recorded for all periods presented were insignificant. Income Taxes The Company accounts for income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statement and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company annually assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertain income tax positions recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. Fair Value of Financial Instruments Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s warrant liability was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 6). The warrant liability was valued utilizing a Binomial Lattice pricing model, which includes both observable and unobservable inputs, which represents a Level 3 measurement (see Note 14). The Company’s contingent consideration forfeiture rights asset was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 6). The fair value of the redeemable common stock liability is carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 6). The fair value of the forfeiture right asset was determined by considering as inputs the type and probability of occurrence of a FDA Event, the number of common shares to be forfeited, which is subject to negotiation, and the fair value per share of its common shares, by completing a third-party valuation of its common shares. The carrying values of outstanding borrowings under the Company’s debt arrangements (see Notes 14 and 15) approximate their fair values as determined based on a discounted cash flow model, which represents a Level 3 measurement. The Company’s estimate of the fair value of long-term debt—affiliates is based on the present value of future cash flows calculation. The discount rate applied considered the subordinate nature of this debt to the Company’s senior and mezzanine debt and the return a third party would be expected to require for a similar instrument over the estimated time to liquidation. During the year ended December 31, 2018, the long-term debt—affiliates was fully satisfied through a combination of a cash payment and conversion to Class A common stock. As of December 31, 2018 and 2017, the carrying amount for the long-term debt—affiliates and due to affiliates was $0 and $57,322. As of December 31, 2018 and 2017, the fair value of the long-term debt—affiliates and due to affiliates was $0 and $35,161. Net Loss per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, warrants to purchase shares of common stock and unvested restricted stock are considered potential dilutive common shares. Medical Device Excise Tax Effective January 1, 2013, the U.S. government implemented a medical device excise tax equal to 2.3% of product sales for companies selling medical device products, which it subsequently suspended for the period from January 1, 2016 to December 31, 2019. There was no medical device excise tax during the years ended December 31, 2018, 2017 or 2016. Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the ”Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. As a result, our financial statements may not be comparable to other public Reclassification of Prior Period Balances Reclassifications have been made to prior period amounts to conform to the current-year presentation of the reporting of deferred principal payments on outstanding capital lease obligations as a component of the cur |
Reverse Acquisition with Avista
Reverse Acquisition with Avista and Organogenesis | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Reverse Acquisition with Avista and Organogenesis [Abstract] | |
Reverse acquisition with Avista and Organogenesis | 3. Reverse Acquisition with Avista and Organogenesis On December 10, 2018 Organogenesis Inc. completed the Avista Merger, pursuant to which Avista Merger Sub merged with and into Organogenesis Inc., with Organogenesis Inc. surviving the merger and becoming a wholly owned subsidiary of AHPAC. Following the Domestication and the Avista Merger, AHPAC changed its name to Organogenesis Holdings Inc., also referred to as ORGO (see Note 1). In accordance with the terms of the Avista Merger Agreement, at the effective time of the Avista Merger, each share of Organogenesis Inc. common stock then issued and outstanding was automatically cancelled, extinguished and converted into the right to receive 2.03 shares (the “Exchange Ratio”) of ORGO Class A common stock, par value $0.0001 per share, (after giving effect to the Domestication). At the effective time of the Avista Merger, 75,073,548 shares of ORGO Class A common stock were issued to the equity holders of Organogenesis Inc. Each warrant to acquire shares of Organogenesis Inc. common stock outstanding and unexercised immediately prior to the Avista Merger (other than warrants that expired , were exercised or were deemed automatically net exercised immediately prior to the Avista Merger) was assumed and remains subject to substantially the same terms and conditions set forth in the warrant, except that: (i) the number of shares of ORGO Class A common stock which can be purchased pursuant to the warrant is equal to a number of shares equal to (as rounded down to the nearest whole number) (A) the number of shares of Organogenesis Inc. common stock that the warrant entitled the holder thereof to acquire immediately prior to the Avista Merger, multiplied by (B) the Exchange Ratio; and (ii) the exercise price for the warrant is equal to (as rounded up to the nearest whole cent) (A) the exercise price of the warrant immediately prior to the Avista Merger (in U.S. Dollars), divided by (B) the Exchange Ratio. Subject to the terms and conditions of the Avista Merger Agreement, each option to purchase shares of Organogenesis Inc. common stock was assumed and now: (i) represents the right to acquire a number of shares of ORGO Class A common stock equal to (as rounded down to the nearest whole number) the product of (A) the number of shares of Organogenesis Inc. common stock which the Organogenesis Inc. option had the right to acquire immediately prior to the Avista Merger, multiplied by (B) the Exchange Ratio; and (ii) has an exercise price equal to (as rounded up to the nearest whole cent) the quotient of (A) the exercise price of the Organogenesis Inc. option immediately prior the Avista Merger (in U.S. Dollars), divided by (B) the Exchange Ratio. On the date of the Avista Merger, 31,000,000 AHPAC public warrants to purchase one half of one AHPAC Class A ordinary shares with an exercise price of $11.50 per share were outstanding and remained outstanding following the Avista Merger. Following the Domestication, each public warrant is exercisable for one half of one share of ORGO Class A common stock, but may only be exercised for a whole share. The public warrants are exercisable for up to a maximum of 15,500,000 shares of ORGO Class A common stock. In connection with the execution of the Avista Merger Agreement on August 17, 2018, founders of AHPAC and certain directors of AHPAC, who together owned all of AHPAC’s founder shares entered into a letter agreement pursuant to which, (i) such holders surrendered to AHPAC at the execution of the Avista Merger Agreement, an aggregate of 1,937,500 founder shares and (ii) such holders agreed to surrender an aggregate of 4,421,507 founder shares and 16,400,000 private placement warrants at the consummation of the Avista Merger. All such founder shares and private placement warrants were cancelled. Prior to the closing of the Avista Merger, 500,000 of the founder shares were converted into 500,000 AHPAC Class A ordinary shares and in connection with the Domestication those 500,000 Class A ordinary shares became 500,000 shares of ORGO Class A common stock pursuant to the Company’s charter. The remaining 890,993 founder shares that remained outstanding prior to the closing of the Avista Merger were converted to the same number of ORGO Class A common stock at the closing of the Avista Merger in accordance with the terms of the Company’s charter. Concurrently with the closing of the Avista Merger, a portion of the affiliate debt was converted into 6,502,679 shares of ORGO Class A common stock based on a conversion price of $7.035 per share, and the Company made a cash payment of $35,641 to the holders of the affiliate debt in satisfaction of the remaining portion of the outstanding principal of $22,000 and related accrued interest and fees of $13,641. Following the consummation of these transactions, the affiliate debt was deemed fully paid and satisfied in full and was discharged and terminated. Concurrently with the closing of the Avista Merger, the PIPE Investors purchased 9,022,741 shares of ORGO Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock, for an aggregate purchase price of $46,000. During the year ended December 31, 2018, the Company recorded $3,072 of |
Real Estate Entities
Real Estate Entities | 12 Months Ended |
Dec. 31, 2018 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Real Estate Entities | 4. Real Estate Entities On June 1, 2017, Dan Road Associates, 85 Dan Road Associates and 65 Dan Road Associates entered into amendments to their respective mortgage notes whereby the Company’s affiliates contributed equity to the entities which was used to pay down the mortgage notes. This resulted in the removal of the requirement that the Company’s affiliates provide personal guarantees for the loans and as a result, the Company determined that the Real Estate Entities no longer met the definition of a variable interest entity. Accordingly, the Company determined that the Real Estate Entities were no longer required to be consolidated under the variable interest entity model. Prior to the amendment, the Company was deemed to have had a variable interest in Dan Road Associates, 85 Dan Road Associates and 65 Dan Road Associates; and Dan Road Associates, 85 Dan Road Associates and 65 Dan Road Associates were deemed to be variable interest entities of which the Company was the primary beneficiary. As a result, the Company has consolidated the results of the Real Estate Entities since 2011 (lease inception), and, prior to the amendments to the mortgage notes, recognized a non-controlling interest in its consolidated balance sheet. The following table shows the VIE deconsolidation as of June 1, 2017: June 1, 2017 Dan Road 85 Dan Road 65 Dan Road Total Cash $ 247 $ 51 $ 368 $ 666 Due from affiliates 2,018 6,414 4,448 12,880 Prepaid expenses and other current assets 126 — — 126 Total current assets 2,391 6,465 4,816 13,672 Property and equipment 3,149 3,982 2,801 9,932 Total assets $ 5,540 $ 10,447 $ 7,617 $ 23,604 Accrued expenses and other current liabilities $ (8 ) $ (52 ) $ (43 ) $ (103 ) Notes payable, net of current portion (7,029 ) (6,389 ) (5,186 ) (18,604 ) Other liabilities (232 ) — — (232 ) Total liabilities (7,269 ) (6,441 ) (5,229 ) (18,939 ) Net assets (1,729 ) 4,006 2,388 4,665 Accumulated deficit 3,297 — — 3,297 Non-controlling interest in affiliates 1,568 4,006 2,388 7,962 Consideration transferred — — — — Gain (loss) on deconsolidation $ — $ — $ — $ — As of June 1, 2017, the Real Estate Entities were deconsolidated and the Company derecognized all assets and liabilities of the Real Estate Entities, which resulted in no gain or loss being recorded as no consideration was transferred and no non-controlling interests were retained by the Company. The Company will continue to assess its relationships with the Real Estate Entities in the future to determine if reconsolidation would be necessary as facts and circumstances change. |
Acquisition of NuTech Medical
Acquisition of NuTech Medical | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Acquisition of NuTech Medical | 5. Acquisition of NuTech Medical On March 18, 2017, the Company and Prime Merger Sub, LLC (“Merger Sub”), a wholly owned subsidiary organized for the purposes of this transaction, entered into the NuTech Merger Agreement to acquire all of the outstanding shares of capital stock in NuTech Medical, an Alabama-based market leader in surgical and biologics. On March 24, 2017, upon consummation of this transaction, NuTech Medical was merged into Merger Sub, and Merger Sub was the surviving entity. The acquisition was completed as a strategic investment to enhance the Company’s ability to offer a more dynamic and competitive line of complementary bio-active and regenerative products. This acquisition qualified as a business combination under FASB ASC 805 and the Company has recorded all assets acquired and liabilities assumed at their acquisition-date fair values. The excess of the purchase price over the fair value of the tangible and identifiable intangible assets acquired less the liabilities assumed has been recorded as goodwill. The goodwill of $19,446 arising from the acquisition consists largely of expected changes from improvements to the Company’s competitive position due to technological research, trade synergies, and the assembled workforce. The following table summarizes the estimated fair value of the consideration transferred, fair values of the assets acquired and liabilities assumed by the Company, and the resulting goodwill: Consideration Cash $ 12,000 Common stock 2,515 Redeemable common stock 6,339 Restricted common stock 7,548 Stock options 207 Defered acquistion consideration 8,000 Working capital adjustment (500 ) Contingent consideration forfeiture rights (377 ) Total consideration 35,732 Common stock transferred (16,402 ) Deferred acquisition consideration (7,500 ) Common stock options issued (207 ) Contingent consideration forfeiture rights 377 Cash received (210 ) $ 11,790 Allocated as follows: Cash $ 210 Accounts receivable 3,131 Inventory 2,730 Other current assets 51 Property and equipment 284 Goodwill 19,446 Identifiable intangible assets 20,410 Total assets acquired 46,262 Accounts payable 2,850 Accrued expenses and other current liabilities 803 Deferred tax liability 6,877 Total liabilities assumed 10,530 Net assets acquired $ 35,732 The purchase price of $35,732 consisted of cash consideration, the fair value of Class A common stock of the Company, options to purchase Class A common stock of the Company, a note payable to the sellers, and contingent consideration forfeiture rights as follows: • $12,000 cash consideration paid at closing; • $8,000 of future payments issued as deferred acquisition consideration that accrues interest at a rate of 6% per annum. The deferred acquisition consideration was paid $1,000 quarterly for the first 12-months less a working capital adjustment of $500, and $4,000 plus accrued interest to be paid on the 15-month anniversary of the • issuance of 728,549 non-restricted shares of Class A common stock at an acquisition date fair value of $3.45 per share for a value of $2,515; • issuance of 728,549 redeemable shares of Class A common stock valued at an acquisition date fair value of $8.70 per share for a total fair value of $6,339; the put right associated with the shares of Class A common stock allows the holder to put the shares back to the Company at an agreed-upon exercise price of $9.28 per share on the second anniversary of the closing. The Company also has the right to call the shares at an agreed-upon exercise price of $9.28 per share on the second anniversary of the acquisition. The acquisition date fair value of the shares containing the put and call rights was determined by calculating the present value of $9.28 at a discount rate of 2.91% over a two-year period; • issuance of 2,185,647 restricted shares of Class A common stock which are subject to forfeiture in the event certain adverse FDA events occur during the one-year period following the acquisition. In accordance with business combination guidance, the Company contingently bifurcated the forfeiture right asset and recorded it at a fair value of $377 on the date of the acquisition. The forfeiture right asset will be remeasured at each balance sheet date with the change in the fair value being recorded in the consolidated statement of operations. These shares were valued at $7,548 which incorporated the fair value of the Company’s Class A common stock at the acquisition date and the Company’s estimate of the probability of the forfeiture provisions occurring and the ultimate amount of shares expected to be forfeited in the event a forfeiture event occurs. The forfeiture percentage was based on the Company’s analysis of similar products and their history of these regulatory requirements; and • issuance of 137,137 fully-vested options granted to certain key employees of NuTech Medical. The options were valued at $207. There was a $500 reduction to the purchase price due to changes in the amount of working capital acquired. This $500 was recovered by the Company through the reduction of the second quarterly payment of the deferred acquisition consideration. The Company utilized an independent third-party valuation in determining the estimated fair value of the Company’s common stock, which resulted in a valuation of Class A common stock of $3.45 per share as of March 24, 2017. The Company estimated the fair value of each stock option vested using the Black-Scholes option-pricing model, which utilized an input of $3.45 for the fair value of the Company’s Class A common stock, an assumption of 47.91% for the peer companies’ volatility of common stock price, an expected term of 5.0 years, a risk-free interest rate of 1.93% for a period that approximates the expected term of the stock options and an expected dividend yield of 0%. The assets and liabilities of NuTech Medical are recorded in the Company’s consolidated financial statements at their estimated fair values. Goodwill, which is not expected to be deductible for statutory tax purposes, is calculated as the excess value of consideration paid over the fair value of assets acquired and liabilities assumed. The purchase price resulted in goodwill of $12,569 net of a discrete tax benefit of $6,877. The historical carrying values of current assets and liabilities approximate their fair value on the date of acquisition due to their short-term nature. Gross accounts receivable of $3,268 were acquired with a fair value of $3,131. Property and equipment was recorded at its fair value on the date of acquisition as determined by the Company. The Company assessed the fair value of the lease agreements for the NuTech Medical office location using a market approach concluding that the terms were at-market value, therefore, no asset or liability was recorded. Valuation of the developed technology intangible asset was derived from the multi-period excess earnings method, which takes into account the return on the investment of the asset. Valuation of the trade name and trademark intangible asset was derived from the relief from royalty method. Valuation of the distributor network intangible asset was derived from a combination of the cost approach and the distributor income approach method. Valuation of the non-compete agreements intangible asset was derived from the lost profits approach method. The intangible assets will be amortized using accelerated methods, which reflect the pattern in which the economic benefits of the intangible assets are consumed, over a weighted average period of 9.6 years. The excess of the fair value of the assets acquired and liabilities assumed was recorded as goodwill. The additional intangible assets recorded are not deductible for statutory tax purposes. As such, a deferred tax liability of $6,877 associated with the non-deductible intangibles and other differences between the carry over basis of assets acquired and assets assumed and their fair value was recorded with purchase accounting. The results of operations of NuTech Medical have been included in the Company’s consolidated statements of operations from the acquisition date. Since the date through the year ended December 31, 2017, revenue was $22,340, which is included in the Company’s consolidated statements of operations. During the year ended December 31, 2017, the Company recorded $295 of transaction expenses related to third-party legal and accounting services to consummate the NuTech Merger. These costs are incorporated into selling, general and administrative expenses in the Company’s consolidated statement of operations The following table shows the unaudited pro forma statements of operations for the year ended December 31, 2017 as if the NuTech Medical Acquisition had occurred on January 1, 2017. This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisitions had occurred as of the date indicated or what such results would be for any future periods. For the Year Ended December 31, 2017 Net revenue $ 204,177 Net income $ (9,183 ) |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Instruments | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Financial Instruments | 6. Fair Value Measurement of Financial Instruments The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Total Liabilities: Redeemable common stock liability $ — $ — $ 6,762 $ 6,762 Contingent purchase earn-out liability — — — — $ — $ — $ 6,762 $ 6,762 Fair Value Measurements as of December 31, 2017 Using: Level 1 Level 2 Level 3 Total Assets: Contingent consideration forfeiture rights $ — $ — $ 589 $ 589 $ — $ — $ 589 $ 589 Liabilities: Warrant liability $ — $ — $ 2,238 $ 2,238 Contingent purchase earn-out liability — — — — $ — $ — $ 2,238 $ 2,238 Redeemable Common Stock On March 24, 2017, the Company issued 728,549 shares of Class A common stock in connection with the NuTech Medical acquisition which were recorded at their fair value of $8.69 per share. These shares include a put right allowing the holder to put the shares back to the Company at an agreed-upon exercise price of $9.28 per share on March 24, 2019. The Company also has the right to call the shares at an agreed-upon exercise price of $9.28 per share prior to the second anniversary of the acquisition. These shares had been classified as temporary equity and had been accreted to the full redemption amount of $9.28 per share as the holders have the right to exercise the put right on March 24, 2019. These shares have the same rights and preferences as common stock. During the year ended December 31, 2018 and 2017, the Company recorded $0 and $423 related to the accretion of these shares to their redemption amount, respectively. In December 2018, the Company received notification that the put option will be exercised. Accordingly, the Company reclassified the carrying value of the redeemable Class A common stock of $ 6,762 Contingent Consideration Forfeiture Rights In connection with the acquisition of NuTech Medical (see Note 5), the Company issued 2,185,647 shares of Class A common stock that were forfeitable upon the occurrence of an adverse FDA event related to certain products acquired from NuTech Medical (“FDA Event”) through the one year anniversary of the acquisition date . The fair value of the forfeiture right was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The fair value of the forfeiture right asset was determined by considering as inputs the type and probability of occurrence of FDA Event, the number of common shares to be forfeited, which is subject to negotiation, and the fair value per share of its common shares, by completing a third-party valuation of its Class A common shares. The significant unobservable input used in the fair value measurement of the forfeiture right is the fair value per share of the underlying common shares that are subject to forfeit upon the occurrence of the FDA Event of certain products acquired from NuTech Medical. The Company believes that a 10% change in the fair value of the underlying shares would not have a material impact on our financial position or results of operations. The fair value of the Company’s common stock was determined using the probability weighted expected return method (“PWERM”) which considered the equity holders return under various liquidity event scenarios. The change in the fair value of the contingent consideration forfeiture rights is recorded within selling, general and administrative expenses on the consolidated statement of operations. The fair value of the contingent consideration forfeiture rights was determined to be $0 and $589 as of December 31, 2018 and 2017, respectively. Contingent Purchase Earn-out The contingent purchase earn-out liability associated with the Company’s acquisition of Dermagraft from Shire plc was valued at $3,300 by the Company, with input from an independent third-party valuation firm, based on future probability-weighted expected pay-outs as of the date of acquisition. The contingent purchase earn-out liability was payable by the Company upon the achievement of certain revenue targets for the Dermagraft product through December 31, 2018. The fair value of the contingent earn-out liability was determined to be $0 at December 31, 2018 and 2017. The fair value of the contingent earn-out liability could change in future periods if the Company realizes a significant increase in sales related to the acquired Dermagraft assets and the Company will reassess the fair value at each balance sheet date. Warrant Liability The warrant liability is the fair value of warrants to purchase Class A common stock that the Company agreed to issue to the debt holders of its obligations under a Subordinated Notes agreement (see Note 15). The fair value of the warrant liability was determined based on significant inputs not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The Company utilized a Binomial Lattice pricing model with five steps of the binomial tree to estimate the fair value of the warrant liability. Estimates and assumptions impacting the fair value measurement included the estimated probability of adjusting the exercise price of the warrants, the number of shares of Class A common stock for which the warrants will be exercisable, the fair value per share of the underlying Class A common stock issuable upon exercise of the warrants, the remaining contractual term of the warrants, the risk-free interest rate, the expected dividend yield, and the expected volatility of the price of the underlying Class A common stock. The Company determined the fair value per share of its Class A common stock by completing a third-party valuation of its common stock. The Company historically has been a private company and lacks company-specific historical and implied volatility information of its shares. Therefore, it estimated its expected share volatility based on the historical volatility of publicly traded peer companies for a term equal to the remaining contractual term of the warrants. The risk-free interest rate was determined by reference to the U.S. Treasury yield curve for time periods approximately equal to the remaining contractual term of the warrants. The Company estimated a 0% expected dividend yield based on the fact that the Company has never paid or declared dividends and does not intend to do so in the foreseeable future. The significant unobservable inputs used in the fair value measurement of the warrant liability are the fair value per share of the underlying Class A common stock issuable upon exercise of the warrants and the expected volatility of the price of the underlying Class A common stock. The Company believes that a 10% change in the fair value of the underlying shares and expected volatility would not have a material impact on our financial position or results of operations. On December 10, 2018, concurrent with the completion of the Avista Merger, the warrants were net exercised for 444,041 shares of ORGO Class A common stock. Immediately prior to the exercise of the warrants the Company remeasured the fair value of the warrants on December 10, 2018. During the year ended December 31, 2018, 2017 and 2016, the Company recorded expense of $469, $1,037 and $737, respectively, for the change in the fair value of the warrant liability on the consolidated statements of operations. The following table provides a roll forward of the aggregate fair values of the Company’s warrant liability, redeemable common stock liability, contingent consideration forfeiture rights and contingent purchase earn-out liability, for which fair value is determined using Level 3 inputs: Contingent Contingent Redeemable Purchase Consideration Warrant Common Stock Earn-Out Forfeiture Rights Liability Liability Liability Balance as of December 31, 2016 — (1,201 ) — — Initial fair value of contingent consideration forfeiture rights 377 — — — Change in fair value 212 (1,037 ) — — Balance as of December 31, 2017 589 (2,238 ) — — Change in fair value (589 ) (469 ) — — Issuance of common stock for the exercise of warrant 2,707 Reclassification of redeemable common stock — 6,762 Balance as of December 31, 2018 $ — $ — $ 6,762 $ — |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Accounts receivable, net | 7. Accounts receivable, net Accounts receivable consisted of the following: December 31, 2018 2017 Accounts receivable $ 37,497 $ 31,349 Less — allowance for sales returns and doubtful accounts (3,420 ) (3,225 ) $ 34,077 $ 28,124 The Company’s allowance for sales returns and doubtful accounts was comprised of the following: Balance as of December 31, 2016 $ 2,109 Additions 1,166 Write-offs (50 ) Balance as of December 31, 2017 3,225 Additions 1,157 Write-offs (962 ) Balance as of December 31, 2018 $ 3,420 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Inventories | 8. Inventories Inventories, net of related reserves for excess and obsolescence, consisted of the following: December 31, 2018 2017 Raw materials $ 4,711 $ 6,537 Work in process 1,759 991 Finished goods 6,851 6,742 $ 13,321 $ 14,270 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, and working with operations to maximize recovery of excess inventory. During the years ended December 31, 2018, 2017 and 2016, the Company charged $5,949, $5,497, and $7,472, respectively, to cost of goods sold within the consolidated statements of operations. As of December 31, 2018 and 2017, the Company recorded a reserve for excess and obsolete inventory of $2,951 and $2,954, respectively. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Prepaid Expenses and Other Current Assets | 9. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2018 2017 Deferred offering costs $ — $ 2,724 Prepaid rent — 29 Prepaid subscriptions 594 584 Prepaid inventory testing 116 36 Prepaid conferences and marketing expenses 392 588 Prepaid insurance 223 196 Prepaid deposits 764 — Other 239 242 $ 2,328 $ 4,399 All deposits held by the Company are deposits held by vendors which are expected to be released within twelve months and therefore they are properly recorded as current assets. |
Property and Equipment
Property and Equipment | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | 10. Property and Equipment Property and equipment consisted of the following: December 31, 2018 2017 Leasehold improvements $ 34,345 $ 35,143 Furniture, computers and equipment 44,752 43,375 79,097 78,518 Accumulated depreciation and amortization (62,435 ) (59,212 ) Construction in progress 22,961 22,806 $ 39,623 $ 42,112 On June 1, 2017, in connection with the deconsolidation of the Real Estate Entities, the property and equipment associated with the Real Estate Entities in the net aggregate amount of $9,932, was derecognized from the Company’s consolidated balance sheet (see Note 5). Depreciation expense was $3,309, $3,591, and $5,702 for the years ended December 31, 2018, 2017 and 2016, respectively. During the year ended December 31, 2018, the Company disposed of $1,309 in equipment with accumulated depreciation of $99. Cash proceeds of $1 were received and a loss on disposal of $1,209 was recorded. During the year ended December 31, 2017, the Company disposed of $418 in equipment with accumulated depreciation of $418. Cash proceeds of $8 were received and a gain on the disposal of $8 was recorded. As of December 31, 2018 and 2017, the Company had $21,889 of buildings under capital leases recorded within leasehold improvements. As of December 31, 2018 and 2017, the Company had $12,779 and $5,989 recorded within accumulated depreciation and amortization related to buildings under capital leases, respectively. Construction in progress primarily represents ongoing construction work on the 275 Dan Road SPE, LLC property (see Note 17). Leasehold improvements at December 31, 2018 includes $ 1,464 618 |
Notes Receivable - Related Part
Notes Receivable - Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Note Receivable Related Parties | 11. Notes Receivable—Related Parties During 2010, the Company’s board of directors approved a loan program that permitted the Company to make loans to three officers of the Company (the “Employer Loans”) to (i) provide them with liquidity (“Liquidity Loans”) and (ii) fund the exercise of vested stock options (“Option Loans”). The Employer Loans mature with all principal and accrued interest due on the tenth anniversary of the issuance date of each subject loan, except that in certain circumstances the Employer Loans may mature earlier. The borrower may prepay all or any portion of his Employer Loan at any time without premium or penalty.) The Company has not executed any new Employer Loans since the year ended December 31, 2012. However, certain Employer Loans made prior to 2013 remain outstanding as of December 31, 2018. Interest on the Liquidity Loans accrues at various rates ranging from 2.30%—3.86% per annum, compounded annually. The Liquidity Loans are secured by stock and options in the Company held by the borrowers. The Company has no personal recourse against the borrowers beyond the pledged shares and options with respect to the Liquidity Loans. In 2013, the Company reserved the total outstanding principal of all the then outstanding loans and the interest on the loan to one former employee as the loans are secured by pledged shares and options which had a limited liquid market for the holder to liquidate the holdings to repay the loans and collectability of the outstanding principal on the loans is not assured. The net principal and interest receivable under the Liquidity Loans as of December 31, 2018 and 2017 was $478 and $413, respectively, and is included in the notes receivable from related parties balance in the consolidated balance sheets. Interest income related to these notes was $64, $111 and $108 for the years ended December 31, 2018, 2017 and 2016, respectively. As part of the separation agreement between the Company and its former CEO entered into in March 2015, the Company agreed that it would forgive one-half of the then outstanding principal balance of the former CEO’s Liquidity Loans if the Company completed a liquidity event, as defined in the agreement, prior to the maturity of such loans. A liquidity event includes a change of control of the Company and a firm commitment underwritten public offering of the Company’s securities. As of December 31, 2018 and 2017, the former CEO’s Liquidity Loans had an outstanding aggregate principal balance of $2,000. As of December 31, 2018 and 2017, the current CEO’s Liquidity Loan had an outstanding aggregate principal balance of $0 and $997, respectively. As of December 31, 2018 and 2017, the Liquidity Loan to one former employee had an outstanding aggregate principal balance of $350. As of December 31, 2018 and 2017, the Option Loan to one former employee totaled $635 and was secured by 675,990 shares of Class A common stock held by the former employee. Interest on the Option Loans accrued at various rates ranging from 2.30%—3.86% per annum, compounded annually. There was no interest income related to the Option Loans for 2018, 2017 and 2016. The Option Loans were also secured by stock and options in the Company held by the borrowers. The Company has full recourse against such pledged shares and options and personal recourse against the borrower for up to 50% of the original principal amount of the Option Loan and 100% of the accrued interest owed to the Company. In accordance with the applicable accounting guidance, the principal balance of the Option Loans was reported as an offset to additional paid-in capital from the exercise of the options. On August 21, 2014, two officers satisfied their outstanding Option Loans by exchanging shares of Organogenesis Inc. common stock being held as collateral equal to the value of their outstanding Option Loans plus accrued interest thereon. The Employer Loans accrue interest at various rates ranging from 2.30%—3.86% per annum, compounded annually. The total principal and interest receivable under the Employer Loans as of December 31, 2018 and 2017 was $2,937 and $3,873 4,448 of $113 As of December 31, 2018 and 2017, notes receivable from related parties consisted of the following: Balance as of December 31, 2016 $ 415 Accrued interest 111 Impairment (113 ) Balance as of December 31, 2017 413 Accrued interest 64 Balance as of December 31, 2018 $ 477 In connection with the Avista Merger (see Note 1), the Company forgave the outstanding aggregate principal balance of $997 $904 $0 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 12. Goodwill and Intangible Assets During 2017, the Company recorded $19,446 of goodwill associated with the acquisition of NuTech Medical (see Note 5). Goodwill was $25,539 as of December 31, 2018 and 2017, respectively. There were no impairments recorded against goodwill during the years ended December 31, 2018 or 2017. Identifiable intangible assets consisted of the following as of December 31, 2018: Original Cost Accumulated Amortizatio Net Book Value Developed technology $ 29,820 $ (8,454 ) $ 21,366 Trade names and trademarks 2,000 (413 ) 1,587 Independent sales agency network 4,500 (1,569 ) 2,931 Non-compete agreements 260 (53 ) 207 Total $ 36,580 $ (10,489 ) $ 26,091 Identifiable intangible assets consisted of the following as of December 31, 2017: Original Cost Accumulated Amortization Net Book Value Developed technology $ 29,820 $ (6,389 ) $ 23,431 Trade names and trademarks 2,000 (238 ) 1,762 Independent sales agency network 4,500 (181 ) 4,319 Non-compete agreements 260 (13 ) 247 Total $ 36,580 $ (6,821 ) $ 29,759 Amortization of intangible assets, calculated on a straight-line basis, was $3,669, $2,037 and $1,617 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated future annual amortization expense related to these intangibles assets is as follows: 2019 5,993 2020 3,192 2021 3,257 2022 3,247 2023 3,283 Thereafter 7,119 Total $ 26,091 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 13. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2018 2017 Accrued compensation $ 15,218 $ 11,826 Accrued professional fees 309 539 Accrued interest - capital lease obligations 4,174 3,950 Accrued litigation 1,000 1,000 Accrued royalties 2,463 3,610 Accrued interest - deferred acquisition consideration 618 318 Other 1,633 1,308 $ 25,415 $ 22,551 |
Long-Term Debt - Affiliates
Long-Term Debt - Affiliates | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-Term Debt - Affiliates | 14. Long-Term Debt—Affiliates Long-term debt payable to affiliates consisted of the following: December 31, 2018 2017 2010 Loans $ — $ 19,850 2015 Loans — 11,396 2016 Loans — 17,000 Accrued interest — 9,241 — 57,487 Less debt discount — (5,345 ) $ — $ 52,142 Due to affiliates consisted of the following: December 31, 2018 2017 65 Dan Road SPE, LLC $ — $ 200 85 Dan Road Associates — 3,900 275 Dan Road SPE, LLC — 400 $ — $ 4,500 The Company borrowed the 2010 Loans and the 2015 Loans, collectively the “Loans,” from its affiliates, or entities controlled by its affiliates. The Loans are subordinated to amounts outstanding under the Credit Agreement and the Master Lease Agreement (“ML Agreement”) (see Note 15). The Loans are secured by substantially all the assets of the Company and require the Company to adhere to certain non-financial covenants. The Company has accrued but not paid interest on the Loans since inception until the payoff in December 2018 as discussed below. Events of default have been waived by the lenders each year through the payoff in December 2018. The 2010 and 2015 Loans bear interest at an annual rate of 1.6%. The principal plus accrued interest on the loans were due upon or the repayment of the debt to which these notes subordinated. Therefore, they classified as long-term liabilities in the consolidated balance sheet as of December 31, 2018 and 2017. Interest expense on these loans totaled $470, $540 and $503 for the years ended December 31, 2018, 2017 and 2016, respectively. The accrued interest on the loans totaled $0 and $4,436 as of December 31, 2018 and 2017, respectively. In June 2013, the Company entered into a secured financing arrangement with 65 Dan Road SPE, LLC, 85 Dan Road Associates and 275 Dan Road SPE, LLC, referred to as the Real Estate Loans. The Real Estate Loans bear interest at a rate of 1.6% per annum, and secured by substantially all of the personal property and assets of the Company and subordinated to amounts outstanding under the Credit Agreement, ML agreement and the sellers of NuTech Medical. The Company had accrued but not paid interest on the Loans since inception until the payoff in December 2018. Interest expense on these loans totaled $68 and $45 for the years ended December 2018 and 2017, respectively. The accrued interest on the loans totaled $0 and $325 as of December 31, 2018 and 2017, respectively. In April 2016, the Company issued the 2016 Loans in the aggregate principal amount of $17,000. The 2016 Loans accrued interest at an annual rate of 15%, and required monthly interest-only payments beginning January 2017, with all outstanding principal and accrued interest due upon the repayment of the debt to which these notes subordinate. The 2016 Loans also required an additional fee of $680 initially to be paid in January 2017 but further extended to be paid upon the repayment of the 2016 Loans. The 2016 Loans collateralized by substantially all assets of the Company and subordinated to indebtedness under the Credit Agreement and the Master Lease Agreement. The 2016 Loans were collateralized by substantially all assets of the Company and are subordinated to indebtedness under the Credit Agreement, ML Agreement and the sellers of NuTech Medical. Interest expense on the 2016 Loans totaled $2,667 and $2,735 for the years ended December 31, 2018 and 2017, respectively, which included interest expense related to the amortization of the debt discount of $268 and $92 during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, the unamortized debt discount was $0 and $5,345, respectively. The accrued interest on the 2016 Loans totaled $0 and $4,387 as of December 31, 2018 and 2017, respectively. The Company did not pay the fee of $680 which is included in other liabilities or the accrued interest due on January 31, 2017 and February 28, 2017, respectively. In March 2017, the investors waived the Company’s failure to comply with the payment schedule of the original agreement and confirmed that no event of default had occurred. It was further agreed that neither the fee nor any accrued interest would be payable before April 30, 2018, but that interest would accrue on the unpaid fee beginning January 31, 2017 at a rate of 15%. In December 2018, the Company paid the fee in full as discussed below. Interest expense on the fee totaled $96 and $93 for the years ended December 31, 2018 and 2017, respectively. The accrued interest on the unpaid fee, which was included in long-term debt—affiliates, totaled $0 and $93 as of December 31, 2018 and December 31, 2017, respectively. In March 2017, in connection with the Credit Agreement, the holders of the 2010 Loans, 2015 Loans and the 2016 Loans entered into a subordination agreement whereby the loanholders agreed to subordinate all amounts due under the 2010 Loans, the 2015 Loans and the 2016 Loans and all their security interests to the indebtedness and obligations under the Credit Agreement. The Credit Agreement matures in April 2020. In April 2017, in connection with the ML Agreement (See Note 15), the loanholders entered into an additional subordination agreement with the lender. The loanholders also agreed to subordinate all amounts due under the 2010 Loans, 2015 Loans and 2016 Loans and all of their security interests to the indebtedness and obligations under the ML Agreement. The maturity date of this additional lender’s debt was December 2022. Due to the effective change in term resulting from the March 2017 subordination agreement, the 2016 Loans were concluded to have been extinguished, and the resulting gain of $2,043 was recorded to additional paid-in capital due to the controlling interest in the Company held by the investors. The Company also concluded that a second extinguishment occurred in April 2017 due to the change in effective maturity date. The resulting gain of $2,534 was also recorded to additional paid-in capital. A debt discount of $4,577 was recorded as a result of these two extinguishments. This discount was being amortized to interest expense using the effective interest method over the term of the 2016 Loans as an increase to the carrying value of the 2016 Loans on the consolidated balance sheets. In connection with the issuance of the 2016 Loans, the Company issued to the loanholders warrants to purchase 905,774 shares of Class A common stock at an exercise price of $3.58 per share. The warrants are exercisable immediately and expire during April 2021. The warrants contain a down round protection provision whereby the exercise price and number of shares exercisable upon either the issuance of shares or other equity linked instruments at a price less than $3.58 per share or upon the contractual price reset of other equity linked instruments post issuance. The warrants were determined to be liability classified and were recorded at fair value (see Note 2). The resulting discount on the 2016 Loans at inception was $ 464 In April 2018 and August 2018, the Company received $10,000 and $5,000, respectively, in loan proceeds from three members of its board of directors who are also stockholders (the “2018 Loans”). The amounts borrowed bear an annualized 8% interest rate, are payable on demand and are subordinated to the Credit Agreement, ML Agreement and the sellers of NuTech Medical. Interest expense on the 2018 Loans totaled $687 for the year ended December 31, 2018. The accrued interest on the 2018 Loans totaled $0 as of December 31, 2018. Concurrently with the signing of the Avista Merger Agreement (see Note 1) the Company’s lenders agreed to release the subordination on the affiliate debt and the affiliate guarantee on the term debt, and the holders of the affiliate debt executed and delivered to the Company an exchange agreement whereby such creditors and the Company agreed that, concurrently with the consummation of the Avista Merger, outstanding principal of $45,746 related to the affiliate debt was converted into 6,502,679 shares of ORGO Class A common stock, and the Company made a cash payment to such creditors equal to $35,641, including $ 22,000 13, 641 |
Line of Credit and Notes Payabl
Line of Credit and Notes Payable | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit Facility [Abstract] | |
Line of Credit and Notes Payable | 15. Line of Credit and Notes Payable Line of credit and notes payable consisted of the following: December 31, 2018 2017 Line of credit $ 26,484 $ 17,618 Notes payable $ 15,885 $ 15,895 Less debt discount (762 ) (1,079 ) Less current maturities (2,545 ) — Notes payable, net of debt discount $ 12,578 $ 14,816 Credit Agreement On March 21, 2017, the Company entered into a credit agreement (the “Credit Agreement”) with Silicon Valley Bank (“SVB”) whereby SVB agreed to extend to the Company a revolving credit facility in an aggregate amount not to exceed $30,000 with a letter of credit sub-facility and a swing line sub-facility as a sublimit of the revolving loan facility. The amount available to borrow under both sub-facilities is dependent on a borrowing base, which is defined as a percentage of the Company’s book value of qualifying finished goods and eligible accounts receivable. The Credit Agreement requires that a portion of the proceeds be used to pay in full, all amounts then outstanding under an existing line of credit agreement. As of December 31, 2018, the Company has borrowed an aggregate of $26,484 under the revolving credit facility and the total amount available for future revolving borrowings was $3,516. Interest payments under the credit agreement are payable on the first business day of each calendar month with a final payment on March 21, 2020 (“the Maturity Date”) when all amounts of principal and interest under the revolving credit facility become due. The revolving credit facility accrues interest at (i) a rate per annum equal to the greater of the prime rate and the federal funds rate effective for such day plus 0.50%, plus (ii) an applicable margin of either 0.50% or 1.50% depending on the Company’s liquidity ratio for the immediately preceding 30-day period; provided, however, that in an event of default, as defined in the Credit Agreement, the interest rate applicable to borrowings will be increased by 2.00% In connection with the Credit Agreement, the holders of the 2010 Loans, 2015 Loans, 2016 Loans and 2018 Loans entered into a subordination agreement whereby the holders agreed to delay any payments of principal, fees or interest until the SVB Agreement terminates in 2020 (see Note 14). In connection with the Credit Agreement, the Company has incurred costs of $702, In connection with the Credit Agreement, on March 21, 2017, the Company repaid all remaining principal and accrued interest outstanding under an existing line of credit agreement. The Company did not record any associated gain or loss with the extinguishment of this line of credit. In February 2018, the Company further amended its Credit Agreement to provide additional flexibility in the financial covenants and revised the borrowing base formula to increase availability. There were no other changes to the terms of the Credit Agreement as a result of the amendment. In April 2018, the Company further amended its Credit Agreement in order to receive additional funding of $5,000 through a term loan. The amendment increased the commitment under the Credit Agreement to an aggregate amount not to exceed $35,000, consisting of a term loan not to exceed $5,000 and a revolving loan not to exceed $30,000. In order to facilitate this amendment certain members of the board of directors provided unconditional personal guarantees with respect to the principal and accrued interest due under the $5,000 term loan. In May 2018, the Company executed a forbearance and amendment to the Credit Agreement with SVB to forbear against the exercise of remedies related to existing events of default, including the failure to comply with its financial covenants for specified periods of time and to add an additional minimum revenue covenant. Concurrently with the execution of the Agreement (see Note 1), the Company entered into a consent agreement with SVB to, among other things, waive the existing events of default related to failed financial covenants under the Credit Agreement, subject to certain conditions, and extend the forbearance period to September 30, 2018. In September 2018, the Company entered into a waiver and amendment to the consent agreement to waive the existing events of default under the Credit Agreement, extend the period to modify the financial covenants under the Credit Agreement to October 31, 2018 and waive the financial covenant testing requirements for the period ended September 30, 2018 under the Credit Agreement. In October 2018, the Company entered into (a) an amendment to its Credit Agreement to extend the maturity date on the $5,000 term loan from the earlier to occur of (i) October 31, 2018 and (ii) 30 days after the date of the occurrence of an initial public offering, to December 31, 2018 and (b) an amendment to the consent agreement to extend the period to modify the existing financial covenants to December 31, 2018 and waive the financial covenant testing requirements for the periods ended October 31, 2018 and November 30, 2018. In January 2019 , the Company entered into an amendment to its Credit Agreement to extend the deadline to set covenants and to waive the financial covenant testing requirement for the period ended December 31 , 2018 to March 31, 2019 . Borrowings under the credit agreement are collateralized by a first priority lien on substantially all of the Company’s assets. The Credit Agreement contains certain financial and nonfinancial covenants, including minimum revenue and liquidity ratios. The Company recognized interest expense under the Credit Agreement of $1,644 and $736 during the years ended December 31, 2018 and 2017, respectively, which includes interest expense related to the amortization of the asset to record deferred financing of $243 and $145 during the years ended December 31, 2018 and 2017, respectively. As of December 31, 2018 and 2017, the unamortized portion of the costs was $318 and $463, respectively, and recorded within other assets on the consolidated balance sheet. During the year ended December 31, 2018, the Company made no principal payments in connection with the Credit Agreement. In connection with the term loan, the Company incurred costs of $ which are recorded as a reduction of the carrying value of the note payable on the Company’s consolidated balance sheet and were amortized to interest expense through October 2018. The Company recognized interest expense on the term loan of $294 during the year ended December 31, 2018 which includes interest expense related to the amortization of the debt issuance costs of $80. As of December 31, 2018, the unamortized portion of the costs was $0. Accrued interest on the term loan totaled $0 as of December 31, 2018. In December 2018, the Company fully repaid and cancelled the term loan including the outstanding principal and accrued and unpaid interest. Notes Payable The Company had unsecured notes payable to two institutional lenders. The notes were subordinate to all amounts outstanding under the line of credit. Interest was paid monthly at an amended rate per annum of 10% (8% from January to April 2016), plus an additional 4 In April 2017, the Company repaid the remaining outstanding principal amount of $2,250 and accrued interest amount, including PIK interest amount of $2,512 under the note. The Company did not record any associated gain or loss with this note extinguishment because the carrying value of the note was equal to the outstanding amount. The warrants remain outstanding as of December 31, 2018 (see Note 18). Master Lease Agreement On April 28, 2017, the Company entered into a master lease agreement with Eastward Fund Management LLC that allows the Company to borrow up to $20,000 on or prior to June 30, 2018. The funding is made up of two tranches. The initial funding of $14,000 occurred on the date the agreement was signed. As the Company maintains all the risks and rewards of the leased assets it has been accounted for as a loan. The ML Agreement requires monthly payments of $122 for months 1 through 24 and $452 for months 25- through 60, however, in an event of default, as defined in ML Agreement, the additional interest rate on all unpaid amounts due will be 1.5% and the loan will become due upon written notice. Payments under the ML Agreement are payable on the first day of each month beginning on May 1, 2017 through April 1, 2022 (“the Maturity Date”) when all amounts of principal and interest become due. The ML Agreement also provides that the Company may voluntarily prepay the loan at any time; however, if the Company elects to prepay the loan or terminates the loan early within the first 24 months, the Company will pay an additional 3 2 6.5 In connection with the ML Agreement, the Company paid fees of $308, which were recorded as a debt discount. The debt discount is reflected as a reduction of the carrying value of the loan payable on the Company’s consolidated balance sheet and is being amortized to interest expense over the term of the loan using the effective interest method. The loan is secured by substantially all of the Company’s tangible and intangible assets. The agreement requires the Company to adhere to certain financial covenants. In connection with the ML Agreement, the Company issued a warrant to purchase of 473,011 shares of Class A common stock at $2.53 per share as a pre-condition for the agreement. The warrants became exercisable on April 27, 2017 and were recorded at the relative fair value of $958. The warrants expire on the earlier to occur of ten years from the date of issuance or three years from the effective date of the Company’s initial public offering. The warrants were classified as equity and recorded at their relative fair value on the issue date and the carrying value of the debt was reduced by this amount as a debt discount. The debt discount is being amortized to interest expense using the effective interest method over the term of the loan. Prior to the closing of the Avista Merger on December 10, 2018, the warrant was deemed net exercised for 302,434 shares of the Company’s Class A common stock. In December 2017, the Company received an additional $2,000 in funding under the ML Agreement. No additional amounts are currently available under the ML Agreement. This additional funding requires additional monthly payments of $18 for months 1 through 24 and $64 for months 25- through 60. Payments for this additional funding under the ML Agreement are payable on the first day of each month beginning on January 1, 2018 through December 1, 2022 when all amounts of principal and interest become due. A final payment fee of 16.5 In May 2018, the Company entered into a forbearance agreement with Eastward pursuant to which Eastward agreed to forbear from exercising any and all of the rights and remedies available to it under the ML Agreement to the extent such rights and remedies arise exclusively as a result of the events of default under Credit Agreement described above as well as the Company’s failure to deliver prompt notice of such events of default to Eastward. Concurrently with the execution of the Agreement (see Note 1), the Company entered into a consent agreement with Eastward to, among other things, waive the existing events of default related to events of default under the Credit Agreement described above as well as the failure to deliver prompt notice of such events of default to Eastward. The Company recognized interest expense under the ML Agreement of $2,236 and $1,309 during the years ended December 31, 2018 and 2017 respectively including interest expense related to the amortization of the debt discount of $317 and $187 during the years ended December 31, 2018 and 2017 respectively. As of December 31, 2018, the unamortized debt discount was $762. During the year ended December 31, 2018, the Company paid $10 in principal payments in connection with the ML Agreement. During the year ended December 31, 2017, the Company made no principal payments in the connection with the ML Agreement. In March 2019, the Company prepaid the outstanding principal and accrued interest on the ML Agreement. (See Note 28). Future payments of notes payable, as of December 31, 2018, are as follows: 2019 $ 2,211 2020 4,646 2021 5,384 2022 3,644 Total $ 15,885 |
Capitalized Leases
Capitalized Leases | 12 Months Ended |
Dec. 31, 2018 | |
Leases, Capital [Abstract] | |
Capitalized Leases | 16. Capitalized Leases On January 1, 2013, the Company entered into a capital lease arrangement with 275 Dan Road SPE, LLC for the property located at 275 Dan Road in Canton, MA. 275 Dan Road SPE, LLC is a related party as the owners of the entity are also stockholders of the Company. The Company assessed the entity under the VIE rules in accordance with ASC 810 and concluded that it is not a variable interest entity since it has no debt and has sufficient equity. The lease has a ten-year term and escalating monthly rental payments ending in December 2022. In January 2013, the Company entered into a new capital lease agreement with Dan Road Associates that requires escalating monthly rent payments of approximately $87 with future rent increases of 10% effective in each of January 2016, January 2019, and January 2022. The lease terminates on December 31, 2022 with yearly renewals for a five-year period. Rent receipts and payments and the right to use the asset and lease obligation have been eliminated in the consolidated financial statements through May 31, 2017. In January 2013, the Company entered into a new capital lease agreement with 85 Dan Road Associates that requires escalating monthly rent payments of approximately $70 with future rent increases of 10% effective in each of January 2016, January 2019, and January 2022. The lease terminates on December 31, 2022 with yearly renewals for a five-year period. Rent receipts and payments and the right to use the asset and lease obligation have been eliminated in the consolidated financial statements through May 31, 2017. In January 2013, the Company entered into a new capital lease agreement with 65 Dan Road Associates that requires escalating monthly rent payments of approximately $57 with future rent increases of 10% effective in each of January 2016, January 2019, and January 2022. The lease terminates on December 31, 2022 with yearly renewals for a five-year period. Rent receipts and payments and the right to use the asset and lease obligation have been eliminated in the consolidated financial statements through May 31, 2017. On June 1, 2017, in connection with the deconsolidation of the Real Estate Entities, the Company’s financial statements no longer eliminated the impacts of the capital leases for Dan Road Associates, 85 Dan Road Associates and 65 Dan Road Associates. Accordingly, as of June 1, 2017, the Company recognized the capital lease agreements that the Company entered into with Dan Road Equity, Dan Road Associates and Dan Road SPE for the properties located at 150 Dan Road, Canton, Massachusetts and the office buildings in immediate proximity of the Company’s facility in Canton, Massachusetts. Dan Road Equity, Dan Road Associates and Dan Road SPE are related parties as the owners of the entities are also Stockholders’ of the Company. The lease agreements with Dan Road Equity I, 85 Dan Road Associates and 65 Dan Road SPE contain escalating monthly rental payments and terminate on December 31, 2022 with yearly renewals for a five-year period. The Company records the capital lease asset within property and equipment and the liability is recorded within the capital lease obligations on the consolidated balance sheets. The future lease payments are as follows: 2019 $ 9,573 2020 4,308 2021 4,308 2022 4,737 22,926 Less amount representing interest (5,271 ) Present value of minimum lease payments 17,655 Less current maturities (7,501 ) Long-term portion $ 10,154 The principal portion of rent in arrears on the capital leases is included in the current portion of capital lease obligations. The interest portion of rent in arrears for the Dan Road entities totaled $4,174 and $3,950 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2018 | |
Equity [Abstract] | |
Stockholders' Equity | 17. Stockholders’ Equity As of December 31, 2018, the Company’s certificate of incorporation, as amended and restated, authorized the Company to issue 400,000,000 shares of $0.0001 par value Class A common stock; 20,000,000 shares of $0.0001 par value Class B common stock; and 1,000,000 shares of $0.0001 par value preferred stock. On August 17, 2018, the Company issued 6,538,732 shares of Class A common stock for an aggregate purchase price of $46,000 pursuant to the Initial Avista Investment (see Note 1). The proceeds were offset by issuance costs of $270 which include legal and professional accounting fees directly associated with this equity investment. On December 10, 2018, the Company issued 9,022,741 shares of ORGO Class A common stock and 4,100,000 warrants to purchase one-half of one share of ORGO Class A common stock for an aggregate purchase price of $46,000 pursuant to the Additional Avista Investment (see Note 1). Additionally on December 10, 2018, the Company converted a portion of the affiliate debt into 6,502,679 shares of ORGO Class A common stock. In addition, 1,390,993 shares of ORGO Class B common stock were converted to the same number of shares of ORGO Class A common stock in connection with the closing of the Avista Merger. No ORGO Class B common stock is outstanding. Each share of ORGO Class A common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote. ORGO Class A common stockholders are entitled to receive dividends, as may be declared by the board of directors. Through December 31, 2018, no cash dividends have been declared or paid. Redeemable Common Stock On March 24, 2017, the Company issued 728,549 shares of Class A common stock in connection with the NuTech Medical acquisition which were recorded at their fair value of $8.69 per share (see Note 5). These shares include a put right allowing the holder to put the shares back to the Company at an agreed-upon exercise price of $9.28 per share on March 24, 2019. The Company also has the right to call the shares at an agreed-upon exercise price of $9.28 per As of December 31, 2018 and 2017, the Company had reserved 33,432,421 and 8,229,517 shares of Class A common stock, respectively, for the exercise of outstanding stock options under the Company’s 2003 and 2018 Stock Incentive Plans, shares remaining available for grant under the Company’s 2018 Stock Incentive Plan (see Note 19) and the exercise of outstanding warrants to purchase shares of common stock (see Note 18). As of the closing of the Avista Merger on December 10, 2018, no additional awards may be made under the Organogenesis Inc. 2003 Stock Incentive Plan. |
Warrants
Warrants | 12 Months Ended |
Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Warrants | 18. Warrants As of each balance sheet date, outstanding warrants to purchase shares of Class A common stock consisted of the following: December 31, 2018 Date Exercisable Number of Exercise Exercisable for Classification Expiration November 3, 2010 109,620 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2013 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2015 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable December 10, 2018 2,050,000 $ 11.50 Common Stock Equity December 10, 2023 December 10, 2018 15,500,000 $ 11.50 Common Stock Equity December 10, 2023 17,732,700 December 31, 2017 Date Exercisable Number of Exercise Exercisable for Classification Expiration November 3, 2010 109,620 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2013 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2015 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable April 12, 2016 905,774 $ 3.58 Common Stock Liability April 12, 2021 April 27, 2017 473,011 $ 2.53 Common Stock Equity Earlier of 4/27/2027 or three years from the effective date of the Company’s filing of an initial underwritten and sale of securities registration statement 1,561,485 In connection with the notes payable issued in 2010, the Company issued warrants to two institutional lenders to purchase an aggregate 109,620 shares of Class A common stock at an exercise price of $3.95 per share. The warrants were classified as equity and were recorded at fair value on the date they were issued. The fair value of the warrants of $97 was recorded as additional paid-in-capital and a reduction in the carrying value of the related notes payable. Under the terms of the warrant agreement, the Company was required to issue additional warrants to the lenders if any portion of the notes were still outstanding on August 31, 2013 and August 31, 2015. In August 2013, the Company issued additional warrants to the same lenders to purchase 36,540 shares of Class A common stock at an exercise price of $3.95 per share. The warrants were classified as equity and were recorded at fair value on the date they were issued. The fair value of the warrants of $9 was recorded as additional paid-in capital and interest expense. In August 2015, the Company issued additional warrants to the same lenders to purchase 36,540 shares of Class A common stock at an exercise price of $3.95 per share. The warrants were classified as equity and were recorded at fair value on the date they were issued. The fair value of the warrants of $9 was recorded as additional paid-in capital and interest expense. The fair value of the warrants was calculated on the dates of grant using the Black-Scholes option pricing model. For the warrants issued in August 2015, the Company assumed a risk-free interest rate of 1.74%, a dividend yield of 0%, an expected volatility of 43.49%, which was calculated based on the historical volatility of comparable peer companies, and a two-year expected life of the warrants. In connection with the 2016 Loans, on April 12, 2016, the Company issued to the lenders warrants to purchase up to 905,774 shares of the Company’s Class A common stock at an exercise price of $3.58 per share. The warrants were immediately exercisable and had a five-year term, expiring on April 12, 2021. The warrants were classified as a liability and were recorded at fair value on the date of grant. The fair value of the warrants of $464 was recorded as a warrant liability and a reduction in the carrying value of the related loan. The fair value of the warrants was calculated on the date of grant using the binomial option pricing model. The Company assumed a risk-free interest rate of 1.22%, a dividend yield of 0%, and an expected volatility of 41.36%, which was calculated based on the historical volatility of publicly-traded peer companies, and the contractual term of five years. The warrants were net exercised immediately prior to the closing of the Avista Merger on December 10, 2018 and the Company issued 444,041 shares of Class A common stock. The Company remeasured the fair value of the warrants immediately prior to the exercise on December 10, 2018. The Company recognized a loss of $469 and $1,037 in the consolidated statements of operations for the years ended December 31, 2018 and 2017, respectively, related to the change in fair value of the warrants. In connection with the ML Agreement, on April 28, 2017, the Company issued to the lenders warrants to purchase 473,011 shares of the Company’s Class A common stock at an exercise price of $2.53 per share as a pre-condition for the agreement. The warrants were immediately exercisable and expire on the earlier of April 27, 2027 or three years from the effective date of the Company’s filing of an initial underwritten and sale of securities registration statement. The warrants were classified as equity as it is exercisable into common stock only and, as such, would not require a transfer of assets and were recorded at fair value which was estimated to be $958 using a probability weighted Black Scholes option pricing model that was based on a 40% chance of an initial underwritten and sale of securities registration statement occurring within the next 18 months. Additionally, the model incorporated the following assumptions: 44.81%-57.51% volatility, 1.73%-2.35% risk-free rate, 4.25-10 year expected term, and no dividend yield. The issuance date fair value was recorded as a debt discount and is being amortized as interest expense. The warrants were net exercised immediately prior to the closing of the Avista Merger on December 10, 2018 and the Company issued 302,443 shares of Class A common stock. In connection with the Additional Avista Investment on December 10, 2018, the Company issued 4,100,000 warrants to purchase one half of one share of Class A common stock at an exercise price of $11.50 per share. The warrants were classified as equity and were recorded as additional paid-in capital. In connection with the Avista Merger on December 10, 2018, 31,000,000 public warrants to purchase one half of one share of Class A common stock at an exercise price of $11.50 per share remained outstanding from the former AHPAC Shareholders (See Note 3). The warrants were classified as equity and recorded to additional paid-in-capital. |
Stock Options
Stock Options | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Stock option | 19. Stock Options 2018 Stock Incentive Plan On November 28, 2018, the board of directors of the Company adopted, and on December 10, 2018 the Company’s stockholders approved, the Organogenesis Holdings Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The purposes of the 2018 Plan are to (i) provide long-term incentives and rewards to those employees, officers, directors and other key persons (including consultants) of the Company and its subsidiaries who are in a position to contribute to the long-term success and growth of the Company and its subsidiaries, (ii) to assist the Company and its subsidiaries in attracting and retaining persons with the requisite experience and ability, and (iii) to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders. The 2018 Plan authorizes the Company’s board of directors or a committee of not less than two independent directors (in either case, the “Administrator”) to grant the following types of awards: non-statutory stock options; incentive stock options; restricted stock awards; restricted stock units; stock appreciation rights; unrestricted stock awards; performance share awards; and dividend equivalent rights. As of December 31, 2018, the 2018 Plan is administered by the Company’s board of directors. Stock options awarded under the 2018 Plan expire 10 years after the grant date. Stock options granted to employees of the Company typically vest over four or five years. As of December 31, 2018, a total of 9,198,996 shares of Class A common stock have been authorized to be issued under the 2018 Plan (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). As of December 31, 2018, options to purchase 90,000 shares of Class A common stock were outstanding under the 2018 Plan. No other awards had been issued under the 2018 Plan. In respect of any shares of Class A common stock under any award under the 2018 Plan which shares are forfeited, canceled, satisfied without the issuance of shares of Class A common stock, otherwise terminated, or, for shares of Class A common stock issued pursuant to any unvested full value award, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise) (“Unissued Shares”), such Unissued Shares shall be added back to the pool of authorized shares under the 2018 Plan except that upon the exercise of any award to the extent that the Award is exercised through tendering (or attesting to) previously owned shares or through withholding shares that would otherwise be awarded and to the extent shares are withheld for tax withholding purposes, the pool of authorized shares shall be reduced by the gross number of shares of Class A common stock being exercised without giving effect to the number of shares tendered or withheld. Subject to the requirements of law or any stock exchange or similar rules which would require a vote of the Company’s stockholders, the Administrator may, at any time, amend or discontinue the 2018 Plan and the Administrator may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding award without the holder’s consent. 2003 Stock Incentive Plan The Organogenesis Inc. 2003 Stock Incentive Plan, as amended (the “2003 Plan”), provides for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Incentive stock options may be granted only to the Company’s employees. Restricted stock awards and non-statutory stock options may be granted to employees, members of the board of directors, outside advisors and consultants of the Company. As of the closing of the Avista Merger on December 10, 2018, a total of 7,176,715 shares of Class A common stock were issuable upon exercise of outstanding options under the 2003 Plan. Effective as of the closing of the Avista Merger on December 10, 2018, no additional awards may be made under the 2003 Plan and as a result (i) any shares in respect of stock options that are expired or terminated under the 2003 Plan without having been fully exercised will not be available for future awards; (ii) any shares in respect of restricted stock that are forfeited to, or otherwise repurchased by us, will not be available for future awards; and (iii)any shares of common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards. Following the closing of the Avista Merger, the 2003 Plan is administered by the Company’s board of directors. Stock options awarded under the 2003 Plan expire 10 years after the grant date. Stock options granted to employees of the Company typically vest over four or five years. During the years ended December 31, 2018 and 2017, the Company granted options to purchase 248,567 895,194 The Company has historically not granted stock options to non-employees. Stock Option Valuation The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: Year Ended December 31, 2018 2017 Risk-free interest rate 2.73 % 2.05 % Expected term (in years) 5.89 6.25 Expected volatility 42.0 % 45.7 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 5.99 $ 3.45 Fair value of common share $ 5.82 $ 3.45 Stock Options The following table summarizes the Company’s stock option activity since December 31, 2017 (in thousands, except share and per share amounts): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term years) Aggregate Intrinsic Value Outstanding as of December 31, 2017 7,150,214 $ 1.77 6.70 24,581 Granted 248,567 5.99 Cancelled / forfeited (76,664 ) 1.55 Exercised (55,402 ) — Outstanding as of December 31, 2018 7,266,715 1.91 6.50 33,976 Options exercisable as of December 31, 2018 5,396,880 1.53 5.21 27,280 Options vested or expected to vest as of December 31, 2018 6,948,699 $ 1.82 5.76 33,096 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 had 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 years ended December 31, 2018 and 2017 was $2.39 and $1.62, respectively. The total fair value of options vested during the years ended December 31, 2018 and 2017 was $963 and $1,070, respectively. As of December 31, 2018, the total unrecognized stock compensation expense was $1,733 and is expected to be recognized over a weighted-average period of 2.77 years. At December 31, 2018, there was one partial recourse note outstanding totaling $635, which was secured with the 675,990 shares and options held by the executive (see Note 11). As a result of the loan still outstanding, the 675,990 options securing the loan are included within the options outstanding and recorded at par value with an offset to additional paid in capital. |
Royalties
Royalties | 12 Months Ended |
Dec. 31, 2018 | |
Royalties [Abstract] | |
Royalties | 20. Royalties The Company licenses the use of trademarks and domain names for one of its advanced wound care products from a major pharmaceutical company. Beginning January 2012, the Company was obligated to pay the licensor a royalty based on a percentage of net sales of the product, in perpetuity. Royalty expense was $253, $292 and $287 for each of the years ended December 31, 2018, 2017 and 2016, respectively. The Company entered into a license agreement with a university for certain patent rights related to the development, use and production of one of its advanced wound care products. Under this agreement, the Company incurred a royalty based on a percentage of net product sales, for the use of these patents until the patents expired, which was in November 2006. Accrued royalties totaled $1,187 as of December 31, 2018 and 2017, and are classified as part of accrued expenses on the Company’s In October 2017, the Company entered into a license agreement to resolve a patent infringement claim by 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, 2016, through the expiration date of the underlying patent, subject to minimum royalty payment provisions. The Company recorded royalty expense of $2,059 and $3,122 during the years ended December 31, 2018 and 2017, respectively, within selling, general and administrative expenses on the consolidated statement of $200 $150 in April 2019, related to maintenance of the underlying patent. As part of the NuTech Medical acquisition (see Note 5), the Company inherited certain product development and consulting agreements for ongoing consulting services and royalty payments based on a percentage of net sales on certain products over a period of 15 years from the execution of the agreements. During the years ended December 31, 2018 and 2017, the Company recognized royalty expense of $77 and $25 within selling, general and administrative expenses on the consolidated statement of operations. |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 21. Income Taxes On December 22, 2017, the U.S. enacted comprehensive tax legislation commonly referred to as the Tax Cuts and Jobs Act of 2017 (the “Tax Act”). The Tax Act made broad and complex changes to the U.S. tax code, including, but not limited to, reducing the federal corporate income tax rate to 21 percent, imposing a mandatory one-time transition tax on certain unrepatriated earnings of foreign subsidiaries and eliminating the corporate alternative minimum tax (“AMT”) and changing how existing AMT credits can be realized. The Company was required to recognize the tax effect of the tax law changes in the year of enactment. In order to calculate these effects, we were required to determine the transition tax amount, remeasure our United States deferred tax assets and liabilities, and consider the impact to our AMT credit carryforwards. For the year ended December 31, 2017, we recorded provisional amounts in accordance with that guidance where it was possible for us to make reasonable estimates of the effects of the Tax Act. We evaluated the decrease in our corporate tax rate and recorded a provisional, one-time expense of $19,761 at December 31, 2017. We fully offset out tax effect by a decrease in our valuation allowance, which resulted in no net tax effect in 2017. During the fourth quarter of 2018, we completed our accounting for all aspects of the Tax Act. We did not identify material changes from our 2017 provisional analysis. The components of the income tax provision (benefit) consisted of the following for the years ended December 31, 2018, 2017 and 2016: Year Ended 2018 2017 2016 (Benefit from) provision for income taxes: Current tax expense Federal $ (212 ) $ — $ — State 101 214 65 Foreign 9 62 — Total current tax expense (benefit) (102 ) $ 276 65 Deferred tax expense (benefit) Federal 212 (6,401 ) — State — (900 ) — Foreign (26 ) — — Total deferred tax expense (benefit) $ 186 $ (7,301 ) $ — Total income tax expense (benefit) $ 84 $ (7,025 ) $ 65 At December 31, 2018, the Company had available for the reduction of future years’ federal taxable income, net operating loss carry-forwards of approximately $165,256 expiring from the year ended December 31, 2019 through 2038, and state net operating loss carry-forwards of approximately $56,991 expiring from the year ended December 31, 2020 through 2038. At December 31, 2018, the Company had available for the reduction of future years’ federal taxable income, research and development credits of approximately $878 expiring between December 31, 2019 and December 31, 2038. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Net operating loss carryforwards Federal $ 34,707 $ 26,725 State 3,208 1,327 Foreign 26 — Capitalized research and development — 101 Other 12,219 8,706 Stock-based compensation 29 293 Fresh start and intangible assets acquired (2,765 ) (3,757 ) Net deferred tax assets before valuation allowance 47,424 33,395 Valuation allowance (47,186 ) (32,971 ) Net deferred tax assets $ 238 $ 424 At December 31, 2018 and 2017, the Company recorded a valuation allowance of $47,186 and $32,971, respectively, on the deferred tax assets to reduce the total to an amount that management believes will ultimately be realized. In 2018, the valuation allowance by $14,215 primarily due to the federal and state net operating losses generated in 2018, which require a full valuation allowance. Realization of deferred tax assets is dependent upon sufficient future taxable income during the period that deductible temporary differences and carryforwards are expected to be available to reduce taxable income. At December 31, 2018, the Company recorded a net deferred tax asset of $238 relating to relating to AMT credits which will be refundable under the Tax Act beginning with the 2018 tax return. This deferred tax asset will be realized, regardless of future taxable income, and thus no valuation allowance has been provided against this asset. At December 31, 2018, fifty percent ( 50 and The Company has not recorded withholding taxes on the undistributed earnings of its Swiss subsidiary because it is the Company’s intent to reinvest such earnings indefinitely. Ownership changes, as defined in the Internal Revenue Code, may limit the amount of net operating losses and research and development tax credit carryforwards that can be utilized annually to offset future taxable income. Subsequent ownership changes could further affect the limitation in future years. The differences between income taxes expected at the U.S. federal statutory income tax rate of 21 percent and the reported consolidated income tax benefit (expense) are summarized as follows: December 31, 2018 2017 2016 U.S. federal statutory income tax rate 21.0 % 35.0 % 35.0 % Tax reform act — % (134.4 )% — % State income taxes, net of federal benefit (18.4 )% 147.5 % (30.9 )% Foreign rate differential (3.9 )% 3.0 % (3.6 )% Research and development tax credits 3.5 % 2.3 % 2.5 % Nondeductible expenses (2.3 )% (6.8 )% (3.2 )% Noncontrolling interest — % 2.2 % — % Uncertain tax position reserves (0.1 )% (0.5 )% (0.2 )% Effective income tax rate (0.2 )% 48.3 % (0.4 )% The Company recognizes the tax benefit from an uncertain tax position only if it is more-likely-than-not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. The amount of unrecognized tax benefits is $3,722, $3,801 and $3,802 as of December 31, 2018, 2017 and 2016, respectively, which have been subject to a full valuation allowance. The net decrease primarily relates to the expiration of the statute of limitations for previously utilized Massachusetts R&D credits and accrued interest on uncertain state tax positions. A tabular roll forward of the Company’s uncertainties in its income tax provision liability is presented below: Year Ended 2018 2017 2016 Gross balance at beginning of year $ 3,486 $ 3,663 $ 3,417 Additions based on tax positions related to the current period 157 231 325 Reductions for tax positions of prior years (357 ) (408 ) (79 ) Gross balance at end of year 3,286 $ 3,486 $ 3,663 The Company files income tax returns in the U.S. federal and state jurisdictions and Switzerland. With limited exceptions, the Company is no longer subject to federal, state, local or foreign examinations for years prior to December 31, 2013. However, carryforward attributes that were generated prior to December 31, 2014 may still be adjusted upon examination by state or local tax authorities if they either have been or will be used in a future period. The Company recognizes interest and penalty related expense in tax expenses. There was $209 and $159 of interest recorded for uncertain tax positions for the years ended December 31, 2018 and 2017, respectively, which was classified in accrued expenses in the consolidated balance sheets. These amounts are not reflected in the reconciliation above. |
Net Loss Per Share
Net Loss Per Share | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 22. Net Loss Per Share Basic and diluted net loss per share attributable to Organogenesis Holdings Inc. was calculated as follows: Year Ended 2018 2017 2016 Numerator: Net loss $ (64,831 ) $ (7,525 ) $ (14,766 ) Less: Net income attributable to non-controlling interests — 863 2,221 Less: Accretion of redeemable common shares — 423 — Net loss attributable to Organogenesis Holdings Inc. $ (64,831 ) $ (8,811 ) $ (16,987 ) Denominator: Weighted average common shares outstanding — basic and diluted 69,318,456 63,876,767 63,196,067 Net loss per share — basic and diluted $ (0.94 ) $ (0.14 ) $ (0.27 ) The Company’s potentially dilutive securities, which include stock options and warrants to purchase shares of Class A common stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. Year Ended 2018 2017 2016 Options to purchase common stock 7,266,715 7,150,214 5,627,881 Redeemable common stock 728,549 728,549 — Warrants to purchase common stock 17,732,700 1,561,485 1,088,474 25,727,964 9,440,248 6,716,355 |
Product and Geographic Sales
Product and Geographic Sales | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Product and Geographic Sales | 23. Product and Geographic Sales The following table sets forth revenue by product category: Year Ended 2018 2017 2016 Advanced Wound Care revenue $ 164,332 $ 178,896 $ 138,732 Surgical and Sports Medicine revenue 29,117 19,612 — Total revenue $ 193,449 $ 198,508 $ 138,732 For the years ended December 31, 2018, 2017 and 2016 revenue generated outside the US represented 1% of total revenue. |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 24. Commitments and Contingencies Operating Lease During March 2014, in conjunction with the acquisition of Dermagraft from Shire plc, the Company entered into a rental sublease agreement for certain operating and office space in California. The original sublease agreements called for escalating monthly rental payments and was set to expire in January 2017. These sublease agreements were renegotiated in 2016 and subsequently extended through 2021. Rent expense is being recorded on a straight-line basis over the term of the lease. Rent expense associated with this lease agreement for the years ended December 31, 2018, 2017 and 2016 was $1,554, $1,764, and 2,451, respectively. During November 2011, the Company entered into vehicle lease and fleet services agreements for the lease of vehicles and service on these vehicles for certain employees. The minimum lease term for each newly leased vehicle is one year with three consecutive one year renewal terms. Lease expense associated with the lease of the vehicles for the years ended December 31, 2018, 2017 and 2016 was $2,834, $2,276 and $1,735, respectively. In conjunction with the acquisition of NuTech Medical in March 2017, the Company assumed the lease of the headquarters of NuTech Medical in Birmingham, Alabama. Under the lease, the Company is required to make monthly rental payments of $20 through December 31, 2018. $240 and $180, respectively. Future minimum lease payments due under noncancelable operating lease agreements as of December 31, 2018 are as follows: 2019 $ 4,530 2020 3,937 2021 3,209 2022 446 $ 12,122 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 of the Company. The Company accrues for these claims when amounts due are probable and estimable. The Company accrued $1,000 as of December 31, 2018 and 2017 in relation to certain pending lawsuits filed against the Company by former employees. As discussed in Note 5, the purchase price for NuTech Medical included $7,500 of future payments issued as deferred acquisition consideration. As of December 31, 2018, the Company has paid $2,500 in deferred acquisition consideration. The amount, if any, of the remaining $5,000 of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical is currently in |
Related Parties
Related Parties | 12 Months Ended |
Dec. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 25. Related Parties Capital lease obligations to affiliates are further described in Notes 13 and 16, respectively. Notes receivable from related parties are further described in Note 11. On March 24, 2017, the Company purchased NuTech Medical from its sole shareholder for approximately $12,000 in cash, $7,500 in deferred acquisition consideration and 3,6427,46 shares of the Company’s Class A common stock issued to the sole shareholder (see Note 5). In connection with the acquisition of NuTech Medical, the Company entered into an operating lease with Oxmoor Holdings, LLC, an entity that is affiliated with the sole shareholder, related to the facility at NuTech Medical’s headquarters in Birmingham, Alabama. Under the lease, the Company is required to make monthly rent payments of approximately $20 through |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |
Compensation and Employee Benefit Plans | 26. Employee Benefit Plan The Company maintains a 401(k) Savings Plan (the “Plan”) for all employees. Under the Plan, eligible employees may contribute, subject to statutory limitations, a percentage of their salary to the Plan. Contributions made by the Company are made at the discretion of the board of directors and vest immediately. During the years ended December 31, 2018 and 2017, the Company made employer contributions of $1,883 and $1,006, respectively. As part of the NuTech Medical acquisition (see Note 5), the Company inherited the Savings Incentive Match Plan for Employees (“SIMPLE”) IRA plan for all eligible former NuTech Medical employees. The plan, which operates as a tax deferred employer-provided retirement plan, allows eligible employees to contribute part of their pre-tax compensation to the plan. Employers are required to make either matching contributions, or non-elective contributions, which are paid to eligible employees regardless of whether the employee made salary-reducing contributions to the plan. Plan participants may elect to make pre-tax contributions up to the maximum amount allowed by the Internal Revenue Service. The Company is required to make matching contributions up to 3% |
Selected Quarterly Financial In
Selected Quarterly Financial Information (Unaudited) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Information Disclosure [Abstract] | |
Quarterly Financial Information | 27. Selected Quarterly Financial Information (Unaudited) Selected quarterly results of operations for the years ended December 31, 2018 and 2017 are as follows: Three Months 2018 Three Months 2018 Three Months Ended September 30, 2018 Three Months 2018 Net revenue $ 35,529 $ 43,552 $ 50,769 $ 63,599 Cost of goods sold 14,521 17,300 19,477 17,510 Gross profit 21,008 26,252 31,292 46,089 Operating expenses: Selling, general and administrative 38,165 37,735 38,583 47,478 Research and development 2,824 2,048 2,779 3,091 Write-off of deferred offering costs — 3,494 — — Total operating expenses 40,989 43,277 41,362 50,569 Loss from operations (19,981 ) (17,025 ) (10,070 ) (4,480 ) Other income (expense), net: Interest expense (2,429 ) (2,801 ) (2,960 ) (2,663 ) Interest income 19 20 20 5 Change in fair value of warrants (74 ) (175 ) (50 ) (170 ) Loss on the extinguishment of debt — — — (2,095 ) Other expense, net 5 (2 ) 9 150 Total other income (expense), net (2,479 ) (2,958 ) (2,981 ) (4,773 ) Net loss before income taxes (22,460 ) (19,983 ) (13,051 ) (9,253 ) Income tax expense (28 ) (27 ) (27 ) (2 ) Net loss (22,488 ) (20,010 ) (13,078 ) (9,255 ) Net income attributable to non-controlling interest in affiliates — — — — Net loss attributable to Organogenesis Holdings Inc. $ (22,488 ) $ (20,010 ) $ (13,078 ) $ (9,255 ) Net loss per share attributable to Organogenesis Holdings Inc.—basic and diluted $ (0.35 ) $ (0.30 ) $ (0.19 ) $ (0.12 ) Weighted average common shares outstanding—basic and diluted 64,320,931 66,361,998 69,496,279 76,952,174 Three Months Three Months Three Months 2017 Three Months Net revenue $ 39,837 $ 54,071 $ 51,458 $ 53,142 Cost of goods sold 13,305 15,406 16,087 16,422 Gross profit 26,532 38,665 35,371 36,720 Operating expenses: Selling, general and administrative 27,952 33,716 35,662 36,387 Research and development 1,551 2,454 2,325 2,735 Total operating expenses 29,503 36,170 37,987 39,122 Loss from operations (2,971 ) 2,495 (2,616 ) (2,402 ) Other income (expense), net: Interest expense (1,592 ) (2,031 ) (2,233 ) (2,283 ) Interest income 38 35 28 28 Change in fair value of warrants 55 (505 ) (534 ) (53 ) Other expense, net 62 (119 ) (1 ) 49 Total other income (expense), net (1,437 ) (2,620 ) (2,740 ) (2,259 ) Net loss before income taxes (4,408 ) (125 ) (5,356 ) (4,661 ) Income tax (expense) benefit 6,683 156 (47 ) 233 Net income (loss) 2,275 31 (5,403 ) (4,428 ) Net income attributable to non-controlling interest in affiliates 590 273 — — Net income (loss) attributable to Organogenesis Holdings Inc. $ 1,685 $ (242 ) $ (5,403 ) $ (4,428 ) Net (loss) income per share attributable to Organogenesis Holdings Inc.—basic $ 0.02 $ (0.00 ) $ (0.08 ) $ (0.07 ) Net (loss) income per share attributable to Organogenesis Holdings Inc.—diluted $ 0.02 $ (0.00 ) $ (0.08 ) $ (0.07 ) Weighted average common shares outstanding—basic 63,311,814 64,022,549 64,040,527 64,121,501 Weighted average common shares outstanding—diluted 66,670,850 64,022,549 64,040,527 64,121,501 |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2018 | |
Subsequent Events [Abstract] | |
Subsequent Events | 28. Subsequent Events The Company has evaluated subsequent events through March 18, 2019, the date on which these consolidated financial statements were issued. Lease agreement On March 13, 2019, the Company entered into an agreement to lease approximately 43,850 square In addition to the early extension term, the lease provides the Company with an option to extend the lease term for a period of ten years, in addition to the five year early extension term, if exercised, at rental rates equal to the then fair market value. Annual lease payments during the first year are $1,052 with increases of $44 each year during the initial ten year lease term with increase of $44 during the first year of the early extension term and $33 during years two though five of the early extension term. Upon execution of the agreement, the Company delivered a security deposit in the form of a letter of credit of $526 to the landlord. Following 36 months from the rent commencement date the security deposit may be reduced by $263. New Credit Agreement In March 2019, the Company and its subsidiaries, Organogenesis Inc. and Prime Merger Sub, LLC (collectively, and jointly and severally, “Borrower”), and Silicon Valley Bank, as Administrative Agent, Issuing Lender and Swingline Lender, and the several other lenders thereto (the “Lenders”) entered into a Credit Agreement (the “New Credit Agreement”) providing for a term loan (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Debt Facility”) in an aggregate principal amount of $100,000. The Term Loan Facility is structured in three tranches, as follows: (i) the first tranche of $40,000 was made $10,000 shall be made available to Borrower until September 30, 2019 $221,250 and a trailing three month EBITDA loss not in excess of $5,000; and (iii) the third tranche of $10,000 shall be made available to Borrower until March 31, 2020 upon the Lenders’ confirmation of Borrower’s compliance with the financial covenants in the Credit Agreement through December 31, 2019; provided, however, that if Borrower does not achieve the milestones required for the second tranche, the amount that may become available under the third tranche shall be increased from $10,000 to $20,000. The interest rate for term loan advances made under the Term Loan Facility is a per annum interest rate equal to 3.75% above the Wall Street Journal Prime Rate. Borrower’s final payment on the Term Loan Facility, due on the Term Loan Maturity Date, shall include all outstanding principal and accrued and unpaid interest under the Term Loan Facility, plus a final payment (the “Final Payment”) equal to the original aggregate principal amount of the Term Loan Facility multiplied by 6.25%. Borrower may prepay the Term Loan Facility, subject to paying the Prepayment Premium (described below) and the Final Payment. The Prepayment Premium is equal to 3.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs on or prior to the one year anniversary of the closing, 2.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after such one year anniversary and prior to the second anniversary of the closing, and 1.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after the two year anniversary but prior to the three year anniversary of the closing, and 0% thereafter. Once repaid, amounts borrowed under the Term Loan Facility may not be re-borrowed. The Revolving Facility is equal to the lesser of $40,000 Wall Street Journal 25% 0.25% minus Borrower may elect to reduce or terminate the Revolving Facility in its entirety at any time by repaying all outstanding principal, unpaid accrued interest and a reduction or termination fee equal to 4.00% 3.00% 2.00% $0 thereafter. The New Credit Agreement requires Borrower to pay an aggregate non-refundable facility fee of $ 500 100 Under the New Credit Agreement, Borrower is required to achieve Minimum Trailing Twelve Month Consolidated Revenue (as defined in the New Credit Agreement), tested quarterly, at the following levels: $200,000 for the trailing twelve months ending March 31, 2019; $213,500 for the trailing twelve months ending June 30, 2019; $221,250 for the trailing twelve months ending September 30, 2019; and $231,500 for the trailing twelve months ending December 31, 2019, with minimum revenue covenant levels for 2020 to be agreed between the Lenders and the Borrower no later than February 15, 2020. In addition, Borrower is required to maintain Minimum Liquidity (as defined in the New Credit Agreement) equal to the greater of (i) 6 months Monthly Burn (as defined in the New Credit Agreement) and (ii) $10,000. Finally, on or prior to December 31, 2019, Borrower is obligated to enter into amended lease agreements with the owners of its facilities on Dan Road in Canton, Massachusetts providing for a lease term ending on a date that is later than March 14, 2024 and including arm’s length terms with respect to assignability, bankruptcy, early termination and other provisions as the Lenders deem reasonably necessary. The New Credit Agreement requires Borrower to make representations and warranties and comply with 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 New Credit Agreement also contains customary events of default, including non-payment of principal or interest, violations of covenants, bankruptcy, change of control, material adverse effect, cross defaults to other debt and material judgments. Borrower’s obligations to the Lenders are secured by substantially all of Borrower’s assets, including intellectual property. In March 2019, in connection with entering into the New Credit Agreement, all amounts due under the Credit Agreement, including unpaid principal and accrued interest, and all amounts due under the ML Agreement, including unpaid principal, accrued interest and early termination penalty, were repaid with proceeds from the New Credit Agreement and the Credit Agreement and ML Agreement were terminated. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
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 and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of Organogenesis Holdings Inc. (a Delaware corporation following the Domestication), and its wholly owned subsidiary, Organogenesis Inc. and the wholly owned subsidiaries of Organogenesis Inc., including Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC from the acquisition date of March 24, 2017. The accounts of Dan Road Associates, LLC (“Dan Road Associates”), 85 Dan Road Associates, LLC (“85 Dan Road Associates”) and Canton 65 Dan Road Associates, LLC (“65 Dan Road Associates”) were variable interest entities requiring consolidation (each a “Real Estate Entity,” collectively the “Real Estate Entities”) through the deconsolidation date of June 1, 2017, as discussed below. For periods prior to the closing of the Avista Merger on December 10, 2018, the notes to the consolidated financial statements have been updated to give effect to the Avista Merger. Dan Road Equity I, LLC, a wholly owned subsidiary of Dan Road Associates, and 65 Dan Road SPE, LLC, a wholly owned subsidiary of 65 Dan Road Associates, were each formed in 2011. Dan Road Equity I, LLC and 65 Dan Road, LLC were formed as special purpose entities (“SPEs”) solely to own the real property of its respective parent. As such, in connection with the formation of the SPEs, Dan Road Associates and 65 Dan Road Associates transferred title to the real property held by them, along with the related mortgages and operations, to Dan Road Equity I and 65 Dan Road, LLC respectively. On June 1, 2017, the Real Estate Entities entered into amendments to their respective mortgage notes which resulted in the removal of the requirement that the Company’s affiliates provide personal guarantees for the mortgages. As a result, the Company determined that the Real Estate Entities no longer met the definition of a variable interest entity, and accordingly, the Company determined that the Real Estate Entities were no longer required to be consolidated under the variable interest entity model. The Real Estate Entities were deconsolidated and the financial statements as of June 1, 2017 derecognized all assets and liabilities of the Real Estate Entities (See Note 4). The results of operations for the years ended December 31, 2017 include the operations of the Real Estate Entities through the date of deconsolidation. The consolidated balance sheet as of December 31, 2018 and December 31, 2017 and the results of operations for the year ended December 31, 2018 do not include the accounts of the Real Estate Entities. All intercompany balances and transactions have been eliminated in consolidation. |
Consolidated Variable Interest Entities | Consolidated Variable Interest Entities The Company is required to evaluate its relationships with certain entities which meet the definition of a variable interest entity to determine whether consolidation is required under GAAP, as there exists a controlling financial interest. The Company has considered its relationships with certain entities, some of which are wholly-owned by affiliates of the Company, to determine whether it had a variable interest in these entities and, if so, whether the Company is the primary beneficiary of the relationship. In making the determination that an entity meets the definition of a variable interest entity, the Company assesses various factors including voting rights, right to receive residual gain and losses as well as the ability of the entity’s equity at risk to finance the future operations of the entity. Significant judgement is required when evaluating the sufficiency of the equity at risk and the Company considers all relevant relationships the entities have related to financing the operations including but not limited to equity investment, debt financing and personal guarantees of equity holders to secure debt financing. In evaluating whether or not the Company has a controlling financial interest and would be considered the primary beneficiary of the entity, the Company must determine if it has the ability to control the activities that most significantly impact the economic performance of an entity determined to be a variable interest entity and also if the Company has the obligation to absorb losses or the right to receive residual returns which could be significant to a variable interest entity. The Company considers the following factors in determining if it has the right to control activities of the entity: the purpose and the design of the entity, all relationships the Company has with the entity, as well as relationships affiliates may have with each entity, to determine who has the power to direct the activities that most significantly impact the economic performance of the entity. This evaluation requires consideration of all facts and circumstances relevant to decision-making that affects the entity’s future performance and the exercise of professional judgment in deciding which decision making rights are most important. This analysis takes into account power through related parties who also have the ability to assert significant influence on the Company’s decision making ability. The Company evaluates all of its economic relationships with variable interest entities to determine the significance of its obligation to absorb losses or right to receive returns including leasing arrangements, residual value guarantees and amounts due to or from the variable interest entities. The Company assesses its determination as the primary beneficiary on an ongoing basis at each balance sheet date. The Company was the primary tenant in each of the facilities owned by the Real Estate Entities under long-term leases which were determined to be capital leases which would effectively act as a residual guaranty on the value of the assets of the Real Estate Entities. Furthermore, the Company has made substantial improvements to each of the buildings, all of which transfer residual value to the Company. As a result, the accounts and transactions of the Real Estate Entities are consolidated, for financial reporting purposes, until derecognized. The non-controlling interest in earnings are reported as net income attributable to non-controlling interest in affiliates in the consolidated statements of operations. Losses generated by the Real Estate Entities prior to 2008, which occurred prior to the adoption of FIN 46 and subsequently ASC 810 were recorded in the Company’s retained earnings and remained constant until the Real Estate Entities were deconsolidated on June 1, 2017. Although the Company consolidated all of the assets and liabilities of the Real Estate Entities, the assets of the Real Estate Entities were not available to settle obligations of the Company and the creditors of the Real Estate Entities did not have recourse against the assets of the Company, except as provided for contractually. |
Segment Reporting | Segment Reporting Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in making decisions on how to allocate resources and assess performance for the organization. The Company’s chief decision maker is the Chief Executive Officer. The Company’s chief decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. Accordingly, the Company has determined that it has a single operating segment—regenerative medicine. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s portfolio includes regenerative medicine products in various stages, ranging from preclinical to late stage development, and commercialized advanced wound care and surgical and sports medicine products which support healing across a wide variety of wound types at many different types of facilities. |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company primarily maintains its cash in bank deposit accounts in the United States which, at times, may exceed the federally insured limits. The Company has not experienced losses in such accounts and believes it is not exposed to significant credit risk on cash. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. |
Restricted Cash | Restricted Cash The Company had restricted cash of $114 and $49 as of December 31, 2018 and 2017, respectively. Restricted cash represents employee deposits in connection with the Company’s health benefit plan. |
Accounts Receivable | Accounts Receivable Accounts receivable are stated at invoice value less estimated allowances for sales returns and doubtful accounts. The Company estimates the allowance for sales returns based on a historical percentage of returns over a 12-month trailing average of sales. The Company continually monitors customer payments and maintains a reserve for estimated losses resulting from its customers’ inability to make required payments. The Company considers factors when estimating the allowance for doubtful accounts such as historical experience, credit quality, age of the accounts receivable balances, geographic related risks and economic conditions that may affect a customer’s ability to pay. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, a specific allowance is recorded against amounts due, thereby reducing the net recognized receivable to the amount reasonably believed to be collectible. Accounts receivables are written off when deemed uncollectible. Recoveries of accounts receivable previously written off are recorded when received. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is recorded on the first-in, first-out method. Work in process and finished goods include materials, labor and allocated overhead. Inventory also includes cell banks and the cost of tests mandated by regulatory agencies of the materials to qualify them for production. The Company regularly reviews inventory quantities on hand and records a provision to write down excess and obsolete inventory to its estimated net realizable value based upon management’s assumptions of future material usage, yields and obsolescence, which are a result of future demand and market conditions and the effective life of certain inventory items. The Company also tests other components of its inventory for future growth projections. The Company determines the average yield of the component and compares it to projected revenue to ensure it is properly reserved. |
Property and Equipment, Net | Property and Equipment, Net Property and equipment are recorded at cost and depreciated over the estimated useful lives of the respective asset on a straight-line basis. As of December 31, 2018 and 2017, the Company’s property and equipment consisted of leasehold improvements, furniture and computers, and equipment. Property and equipment estimated useful lives are as follows: Leasehold improvements Lesser of the life of the lease or the economic life of the asset Furniture and computers 3 - 5 years Equipment 5 - 10 years Upon retirement or sale, the cost of assets disposed and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statement of operations and comprehensive loss. Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures for major improvements that extend the useful lives of the related asset are capitalized and depreciated over their remaining estimated useful lives. Construction in progress costs are capitalized when incurred until the assets are placed in service, at which time the costs will be transferred to the related property and equipment accounts, and depreciated over their respective useful lives. |
Goodwill | Goodwill Business combinations are accounted for under the acquisition method. The total cost of an acquisition is allocated to the underlying identifiable net assets, based on their respective estimated fair values as of the acquisition date. Determining the fair value of assets acquired and liabilities assumed requires management’s judgment and often involves the use of significant estimates and assumptions, including assumptions with respect to future cash inflows and outflows, discount rates, asset lives and market multiples, among other items. Assets acquired and liabilities assumed are recorded at their estimated fair values. The excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. Goodwill is tested for impairment annually as of December 31 or more frequently when events or changes in circumstances indicate that the asset might be impaired. Examples of such events or circumstances include, but are not limited to, a significant adverse change in legal or business climate, an adverse regulatory action or unanticipated competition. The Company first assesses qualitative factors to determine whether the existence of events or circumstances would indicate that it is more likely than not that the fair value of the reporting unit was less than its carrying amount. If after assessing the totality of events or circumstances, the Company were to determine that it is more likely than not that the fair value of the reporting unit is less than its carrying amount, then the Company would perform a quantitative impairment test. The Company compares the fair value of the reporting unit to its carrying value. If the fair value of the reporting unit exceeds the carrying value of the net assets, goodwill is not impaired. There was no impairment of goodwill identified during the years ended December 31, 2018, 2017 or 2016. |
Intangible Assets Subject to Amortization | Intangible Assets Subject to Amortization Intangible assets include intellectual property either owned by the Company or for which the Company has a license. Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired and reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology and patents, trade names, trademarks, independent sales agency networks and non-compete agreements obtained through business acquisitions. Amortization of intangible assets subject to amortization is calculated on the straight-line method based on the following estimated useful lives: Trade names and trademarks 10-12 years Developed technology 10-12 years Independent sales agency network 3 years Non-compete agreements 5 years |
Impairment of Long-Lived Assets | Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. When such an event occurs, management determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is determined to be impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not record any impairment on long-lived assets during the years ended December 31, 2018, 2017 or 2016. |
Deferred Offering Costs | Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process equity financings as deferred offering costs until such financings are consummated. After consummation of the equity financing, these costs are recorded in stockholders’ equity (deficit) as a reduction of proceeds generated as a result of the offering. Should the planned equity financing be abandoned, the deferred offering costs will be expensed immediately as a charge to operating expenses in the consolidated statement of operations and comprehensive loss. The Company had $0 and $2,724 of deferred offering costs as of December 31, 2018 and 2017, respectively, in prepaid expenses and other current assets within the consolidated balance sheets. During the year ended December 31, 2018, the Company wrote off deferred offering costs of $3,494 in connection with an expected initial public offering that has since been abandoned by the Company, of which $770 were incurred during the year ended December 31, 2018. During the year ended December 31, 2018, $270 of equity issuance costs were recorded to additional paid-in capital against proceeds received |
Warrant Liability | Warrant Liability In connection with entering into the subordinated notes agreement (see Note 14), the Company agreed to issue warrants to purchase Class A common stock to the debtors under the agreement. The Company classifies the warrants as a liability on its consolidated balance sheet because each warrant provided for down-round protection which causes the exercise price of the warrants to be adjusted if future equity issuances are below the current exercise price of the warrants. The price of the warrant will also be adjusted any time the price of another equity-linked instrument changes. The warrant liability was initially recorded at fair value upon entering into the Subordinated Notes agreement and was subsequently remeasured to fair value at each reporting date until the warrants were net exercised in December 2018. Changes in the fair value of the warrant liability are recognized as a component of other income (expense), net in the consolidated statement of operations. The liability-classified warrants were exercised in connection with the Avista Merger and the Company has no warrant liability as of December 31, 2018. |
Revenue Recognition | Revenue Recognition Revenue from product sales is recognized upon delivery, after risk of ownership passes to the customer in accordance with a purchase order which includes a fixed price, collection is probable, and no performance obligations exist. Product shipped to customers in advance of the receipt of a purchase order is not recognized as revenue or cost of goods sold until the purchase order is received. Revenue is recorded net of a provision for estimated sales returns and early payment discounts, which are accrued at the time revenue is recognized, based upon historical experience and specific circumstances. |
Shipping and Handling | Shipping and Handling The Company records amounts incurred related to shipping and handling costs as a cost of goods sold. |
Product Warranties | Product Warranties Each of the Company’s products carry product warranties, which generally provide customers the right to return defective product during the specified warranty period for replacement at no cost to the customer. The Company did not record any reserves for product warranties as of December 31, 2018 or 2017. |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards granted to employees based on the fair value of the awards on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Generally, the Company issues stock-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company recognizes stock-based compensation expense within the consolidated financial statements for all share-based payments based upon the estimated grant-date fair value for the awards expected to ultimately vest. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option pricing model. The Company historically has been a private company and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The expected term of stock options granted to non-employees is equal to the contractual term of the option award. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its Class A common stock and does not expect to pay any cash dividends in the foreseeable future. From 2010 through 2013, the Company had a loan program that permitted certain officers of the Company to borrow funds secured by their individual equity holdings in Company stock and options (see Note 12). |
Advertising | Advertising Advertising costs are expensed as incurred and are included in selling, general and administrative expense in the consolidated statements of operations. Advertising costs were approximately $773, $947, and $1,196 for the years ended December 31, 2018, 2017 and 2016, respectively. |
Research and Development Costs | Research and Development Costs Research and development expenses relate to the Company’s investments in improvements to manufacturing processes, product enhancements to currently available products, and additional investments in the Company’s product pipeline and platforms. Research and development costs also include expenses such as clinical trial and regulatory costs. The Company expenses research and development costs as incurred. |
Interest Income | Interest Income Interest income is primarily recognized by the Company for interest earned on Employee Loans (see Note 12) and interest earned by the Real Estate Entities on loans entered into by the entities through the date of deconsolidation on June 1, 2017. |
Foreign Currency | Foreign Currency The Company’s functional currency, including the Company’s Swiss subsidiary, Organogenesis GmbH, is the U.S. dollar. Foreign currency gains and losses resulting from re-measurement of assets and liabilities held in foreign currencies and transactions settled in a currency other than the functional currency are included separately as non-operating income or expense in the consolidated statements of operations as a component of other income (expense), net. The foreign currency amounts recorded for all periods presented were insignificant. |
Income Taxes | Income Taxes The Company accounts for income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statement and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company annually assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. Potential for recovery of deferred tax assets is evaluated by estimating the future taxable profits expected and considering prudent and feasible tax planning strategies. The Company accounts for uncertain income tax positions recognized in the consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties. |
Fair Value of Financial Instruments | Fair Value of Financial Instruments Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The Company’s warrant liability was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 6). The warrant liability was valued utilizing a Binomial Lattice pricing model, which includes both observable and unobservable inputs, which represents a Level 3 measurement (see Note 14). The Company’s contingent consideration forfeiture rights asset was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 6). The fair value of the redeemable common stock liability is carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note 6). The fair value of the forfeiture right asset was determined by considering as inputs the type and probability of occurrence of a FDA Event, the number of common shares to be forfeited, which is subject to negotiation, and the fair value per share of its common shares, by completing a third-party valuation of its common shares. The carrying values of outstanding borrowings under the Company’s debt arrangements (see Notes 14 and 15) approximate their fair values as determined based on a discounted cash flow model, which represents a Level 3 measurement. The Company’s estimate of the fair value of long-term debt—affiliates is based on the present value of future cash flows calculation. The discount rate applied considered the subordinate nature of this debt to the Company’s senior and mezzanine debt and the return a third party would be expected to require for a similar instrument over the estimated time to liquidation. During the year ended December 31, 2018, the long-term debt—affiliates was fully satisfied through a combination of a cash payment and conversion to Class A common stock. As of December 31, 2018 and 2017, the carrying amount for the long-term debt—affiliates and due to affiliates was $0 and $57,322. As of December 31, 2018 and 2017, the fair value of the long-term debt—affiliates and due to affiliates was $0 and $35,161. |
Net Loss per Share | Net Loss per Share The Company follows the two-class method when computing net income (loss) per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net income (loss) per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) attributable to common stockholders is computed by adjusting net income (loss) attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net income (loss) per share attributable to common stockholders is computed by dividing the diluted net income (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares. For purpose of this calculation, outstanding stock options, warrants to purchase shares of common stock and unvested restricted stock are considered potential dilutive common shares. |
Medical Device Excise Tax | Medical Device Excise Tax Effective January 1, 2013, the U.S. government implemented a medical device excise tax equal to 2.3% of product sales for companies selling medical device products, which it subsequently suspended for the period from January 1, 2016 to December 31, 2019. There was no medical device excise tax during the years ended December 31, 2018, 2017 or 2016. |
Emerging Growth Company | Emerging Growth Company Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Securities Exchange Act of 1934, as amended (the ”Exchange Act”) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. As a result, our financial statements may not be comparable to other public |
Reclassification of Prior Period Balances | Reclassification of Prior Period Balances Reclassifications have been made to prior period amounts to conform to the current-year presentation of the reporting of deferred principal payments on outstanding capital lease obligations as a component of the current portion of capital lease obligations on the consolidated balance sheets. These amounts were previously reported as accrued expenses on the consolidated balance sheets. These reclassifications have no effect on the reported net loss or net equity for the years ended December 31, 2018, 2017 and 2016. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In May 2017, the FASB issued ASU No. 2017-09, Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting In March 2016, the FASB issued ASU No. 2016 09, Improvements to Employee Share Based Payment Accounting In October 2016, the FASB issued ASU No. 2016-16, Income Taxes (Topic 740): Intra-Entity Transfer of Assets Other than Inventory In August 2016, the FASB issued ASU No. 2016-15, Classification of Certain Cash Receipts and Cash Payments |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”) . The amendments in this ASU require certain existing disclosure requirements in Topic 820 to be modified or removed, and certain new disclosure requirements to be added to the Topic. In addition, this ASU allows entities to exercise more discretion when considering fair value measurement disclosures. ASU 2018-13 will be effective for the Company beginning January 1, 2020 with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2018-13 on its consolidated financial statements and related disclosures. In February 2016, the FASB issued ASU 2016 02, Leases (Topic 842) In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606) The Company has completed its assessment process of the effects of ASC 606 and its amendments on its consolidated financial statements and has implemented changes to its business processes, systems and controls to support revenue recognition and the related disclosures under this ASU. The Company plans to adopt ASC 606 on January 1, 2019, and will do so retrospectively with the cumulative effect of initially applying the guidance recognized at the date of initial application (the modified retrospective transition method) to all existing contracts that have remaining obligations as of January 1, 2019. The adoption of ASC 606 will require additional disclosure around the Company’s revenue recognition in its financial statements. Historically, for certain customers, products were shipped in advance of the receipt of the purchase order but the Company recognized revenue on these products only upon receipt of a purchase order. As control of these products has transferred upon use of the product in a procedure, the recognition of revenue will be accelerated to the procedure date under ASC 606. ASC 606 is not expected to have a material impact on the Company’s consolidated financial statements. The cumulative adjustment to opening retained earnings will be insignificant at January 1, 2019. |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Accounting Policies [Abstract] | |
Summary of Estimated Useful Lives of Property Plant and Equipment | Property and equipment estimated useful lives are as follows: Leasehold improvements Lesser of the life of the lease or the economic life of the asset Furniture and computers 3 - 5 years Equipment 5 - 10 years |
Schedule of Finite-Lived Intangible Assets | Amortization of intangible assets subject to amortization is calculated on the straight-line method based on the following estimated useful lives: Trade names and trademarks 10-12 years Developed technology 10-12 years Independent sales agency network 3 years Non-compete agreements 5 years |
Real Estate Entities (Tables)
Real Estate Entities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Real Estate [Abstract] | |
Schedule of Variable Interest Entities | The following table shows the VIE deconsolidation as of June 1, 2017: June 1, 2017 Dan Road 85 Dan Road 65 Dan Road Total Cash $ 247 $ 51 $ 368 $ 666 Due from affiliates 2,018 6,414 4,448 12,880 Prepaid expenses and other current assets 126 — — 126 Total current assets 2,391 6,465 4,816 13,672 Property and equipment 3,149 3,982 2,801 9,932 Total assets $ 5,540 $ 10,447 $ 7,617 $ 23,604 Accrued expenses and other current liabilities $ (8 ) $ (52 ) $ (43 ) $ (103 ) Notes payable, net of current portion (7,029 ) (6,389 ) (5,186 ) (18,604 ) Other liabilities (232 ) — — (232 ) Total liabilities (7,269 ) (6,441 ) (5,229 ) (18,939 ) Net assets (1,729 ) 4,006 2,388 4,665 Accumulated deficit 3,297 — — 3,297 Non-controlling interest in affiliates 1,568 4,006 2,388 7,962 Consideration transferred — — — — Gain (loss) on deconsolidation $ — $ — $ — $ — |
Acquisition of NuTech Medical (
Acquisition of NuTech Medical (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Business Combinations [Abstract] | |
Schedule of fair values of the assets acquired and liabilities assumed | The following table summarizes the estimated fair value of the consideration transferred, fair values of the assets acquired and liabilities assumed by the Company, and the resulting goodwill: Consideration Cash $ 12,000 Common stock 2,515 Redeemable common stock 6,339 Restricted common stock 7,548 Stock options 207 Defered acquistion consideration 8,000 Working capital adjustment (500 ) Contingent consideration forfeiture rights (377 ) Total consideration 35,732 Common stock transferred (16,402 ) Deferred acquisition consideration (7,500 ) Common stock options issued (207 ) Contingent consideration forfeiture rights 377 Cash received (210 ) $ 11,790 Allocated as follows: Cash $ 210 Accounts receivable 3,131 Inventory 2,730 Other current assets 51 Property and equipment 284 Goodwill 19,446 Identifiable intangible assets 20,410 Total assets acquired 46,262 Accounts payable 2,850 Accrued expenses and other current liabilities 803 Deferred tax liability 6,877 Total liabilities assumed 10,530 Net assets acquired $ 35,732 |
Schedule of unaudited pro forma statements of operations | This pro forma information does not purport to represent what the Company’s actual results would have been if the acquisitions had occurred as of the date indicated or what such results would be for any future periods. For the Year Ended December 31, 2017 Net revenue $ 204,177 Net income $ (9,183 ) |
Fair Value Measurement of Fin_2
Fair Value Measurement of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values: Fair Value Measurements as of December 31, 2018 Using: Level 1 Level 2 Level 3 Total Liabilities: Redeemable common stock liability $ — $ — $ 6,762 $ 6,762 Contingent purchase earn-out liability — — — — $ — $ — $ 6,762 $ 6,762 Fair Value Measurements as of December 31, 2017 Using: Level 1 Level 2 Level 3 Total Assets: Contingent consideration forfeiture rights $ — $ — $ 589 $ 589 $ — $ — $ 589 $ 589 Liabilities: Warrant liability $ — $ — $ 2,238 $ 2,238 Contingent purchase earn-out liability — — — — $ — $ — $ 2,238 $ 2,238 |
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation | The following table provides a roll forward of the aggregate fair values of the Company’s warrant liability, redeemable common stock liability, contingent consideration forfeiture rights and contingent purchase earn-out liability, for which fair value is determined using Level 3 inputs: Contingent Contingent Redeemable Purchase Consideration Warrant Common Stock Earn-Out Forfeiture Rights Liability Liability Liability Balance as of December 31, 2016 — (1,201 ) — — Initial fair value of contingent consideration forfeiture rights 377 — — — Change in fair value 212 (1,037 ) — — Balance as of December 31, 2017 589 (2,238 ) — — Change in fair value (589 ) (469 ) — — Issuance of common stock for the exercise of warrant 2,707 Reclassification of redeemable common stock — 6,762 Balance as of December 31, 2018 $ — $ — $ 6,762 $ — |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable consisted of the following: December 31, 2018 2017 Accounts receivable $ 37,497 $ 31,349 Less — allowance for sales returns and doubtful accounts (3,420 ) (3,225 ) $ 34,077 $ 28,124 |
Schedule of allowance for sales returns and doubtful accounts | The Company’s allowance for sales returns and doubtful accounts was comprised of the following: Balance as of December 31, 2016 $ 2,109 Additions 1,166 Write-offs (50 ) Balance as of December 31, 2017 3,225 Additions 1,157 Write-offs (962 ) Balance as of December 31, 2018 $ 3,420 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of related reserves for excess and obsolescence, consisted of the following: December 31, 2018 2017 Raw materials $ 4,711 $ 6,537 Work in process 1,759 991 Finished goods 6,851 6,742 $ 13,321 $ 14,270 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: December 31, 2018 2017 Deferred offering costs $ — $ 2,724 Prepaid rent — 29 Prepaid subscriptions 594 584 Prepaid inventory testing 116 36 Prepaid conferences and marketing expenses 392 588 Prepaid insurance 223 196 Prepaid deposits 764 — Other 239 242 $ 2,328 $ 4,399 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Property, Plant and Equipment [Abstract] | |
Property, Plant and Equipment | Property and equipment consisted of the following: December 31, 2018 2017 Leasehold improvements $ 34,345 $ 35,143 Furniture, computers and equipment 44,752 43,375 79,097 78,518 Accumulated depreciation and amortization (62,435 ) (59,212 ) Construction in progress 22,961 22,806 $ 39,623 $ 42,112 |
Notes Receivable - Related Pa_2
Notes Receivable - Related Parties (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Receivables [Abstract] | |
Schedule of Related Party Transactions | As of December 31, 2018 and 2017, notes receivable from related parties consisted of the following: Balance as of December 31, 2016 $ 415 Accrued interest 111 Impairment (113 ) Balance as of December 31, 2017 413 Accrued interest 64 Balance as of December 31, 2018 $ 477 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets consisted of the following as of December 31, 2018: Original Cost Accumulated Amortizatio Net Book Value Developed technology $ 29,820 $ (8,454 ) $ 21,366 Trade names and trademarks 2,000 (413 ) 1,587 Independent sales agency network 4,500 (1,569 ) 2,931 Non-compete agreements 260 (53 ) 207 Total $ 36,580 $ (10,489 ) $ 26,091 Identifiable intangible assets consisted of the following as of December 31, 2017: Original Cost Accumulated Amortization Net Book Value Developed technology $ 29,820 $ (6,389 ) $ 23,431 Trade names and trademarks 2,000 (238 ) 1,762 Independent sales agency network 4,500 (181 ) 4,319 Non-compete agreements 260 (13 ) 247 Total $ 36,580 $ (6,821 ) $ 29,759 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | Amortization of intangible assets, calculated on a straight-line basis, was $3,669, $2,037 and $1,617 for the years ended December 31, 2018, 2017 and 2016, respectively. Estimated future annual amortization expense related to these intangibles assets is as follows: 2019 5,993 2020 3,192 2021 3,257 2022 3,247 2023 3,283 Thereafter 7,119 Total $ 26,091 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2018 2017 Accrued compensation $ 15,218 $ 11,826 Accrued professional fees 309 539 Accrued interest - capital lease obligations 4,174 3,950 Accrued litigation 1,000 1,000 Accrued royalties 2,463 3,610 Accrued interest - deferred acquisition consideration 618 318 Other 1,633 1,308 $ 25,415 $ 22,551 |
Long-Term Debt - Affiliates (Ta
Long-Term Debt - Affiliates (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Debt Disclosure [Abstract] | |
Long-term debt payable | Long-term debt payable to affiliates consisted of the following: December 31, 2018 2017 2010 Loans $ — $ 19,850 2015 Loans — 11,396 2016 Loans — 17,000 Accrued interest — 9,241 — 57,487 Less debt discount — (5,345 ) $ — $ 52,142 |
Due to affiliates | Due to affiliates consisted of the following: December 31, 2018 2017 65 Dan Road SPE, LLC $ — $ 200 85 Dan Road Associates — 3,900 275 Dan Road SPE, LLC — 400 $ — $ 4,500 |
Line of Credit and Notes Paya_2
Line of Credit and Notes Payable (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Line of Credit Facility [Abstract] | |
Schedule of line of credit facilities | Line of credit and notes payable consisted of the following: December 31, 2018 2017 Line of credit $ 26,484 $ 17,618 Notes payable $ 15,885 $ 15,895 Less debt discount (762 ) (1,079 ) Less current maturities (2,545 ) — Notes payable, net of debt discount $ 12,578 $ 14,816 |
Schedule of accounts, notes, loans and financing receivable | Future payments of notes payable, as of December 31, 2018, are as follows: 2019 $ 2,211 2020 4,646 2021 5,384 2022 3,644 Total $ 15,885 |
Capitalized Leases (Tables)
Capitalized Leases (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Leases, Capital [Abstract] | |
Future Lease Payments | The future lease payments are as follows: 2019 $ 9,573 2020 4,308 2021 4,308 2022 4,737 22,926 Less amount representing interest (5,271 ) Present value of minimum lease payments 17,655 Less current maturities (7,501 ) Long-term portion $ 10,154 |
Warrants (Tables)
Warrants (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Warrants and Rights Note Disclosure [Abstract] | |
Schedule of Outstanding Warrants to Purchase Common Stock | As of each balance sheet date, outstanding warrants to purchase shares of Class A common stock consisted of the following: December 31, 2018 Date Exercisable Number of Exercise Exercisable for Classification Expiration November 3, 2010 109,620 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2013 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2015 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable December 10, 2018 2,050,000 $ 11.50 Common Stock Equity December 10, 2023 December 10, 2018 15,500,000 $ 11.50 Common Stock Equity December 10, 2023 17,732,700 December 31, 2017 Date Exercisable Number of Exercise Exercisable for Classification Expiration November 3, 2010 109,620 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2013 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2015 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable April 12, 2016 905,774 $ 3.58 Common Stock Liability April 12, 2021 April 27, 2017 473,011 $ 2.53 Common Stock Equity Earlier of 4/27/2027 or three years from the effective date of the Company’s filing of an initial underwritten and sale of securities registration statement 1,561,485 |
Stock Options (Tables)
Stock Options (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Disclosure of Compensation Related Costs, Share-based Payments [Abstract] | |
Schedule of Fair Value of Stock Options Granted to Employees and Directors | The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees and directors were as follows, presented on a weighted average basis: Year Ended December 31, 2018 2017 Risk-free interest rate 2.73 % 2.05 % Expected term (in years) 5.89 6.25 Expected volatility 42.0 % 45.7 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 5.99 $ 3.45 Fair value of common share $ 5.82 $ 3.45 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2017 (in thousands, except share and per share amounts): Number of Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Term years) Aggregate Intrinsic Value Outstanding as of December 31, 2017 7,150,214 $ 1.77 6.70 24,581 Granted 248,567 5.99 Cancelled / forfeited (76,664 ) 1.55 Exercised (55,402 ) — Outstanding as of December 31, 2018 7,266,715 1.91 6.50 33,976 Options exercisable as of December 31, 2018 5,396,880 1.53 5.21 27,280 Options vested or expected to vest as of December 31, 2018 6,948,699 $ 1.82 5.76 33,096 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) | The components of the income tax provision (benefit) consisted of the following for the years ended December 31, 2018, 2017 and 2016: Year Ended 2018 2017 2016 (Benefit from) provision for income taxes: Current tax expense Federal $ (212 ) $ — $ — State 101 214 65 Foreign 9 62 — Total current tax expense (benefit) (102 ) $ 276 65 Deferred tax expense (benefit) Federal 212 (6,401 ) — State — (900 ) — Foreign (26 ) — — Total deferred tax expense (benefit) $ 186 $ (7,301 ) $ — Total income tax expense (benefit) $ 84 $ (7,025 ) $ 65 |
Component of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2018 and 2017 are as follows: December 31, 2018 2017 Net operating loss carryforwards Federal $ 34,707 $ 26,725 State 3,208 1,327 Foreign 26 — Capitalized research and development — 101 Other 12,219 8,706 Stock-based compensation 29 293 Fresh start and intangible assets acquired (2,765 ) (3,757 ) Net deferred tax assets before valuation allowance 47,424 33,395 Valuation allowance (47,186 ) (32,971 ) Net deferred tax assets $ 238 $ 424 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate of 21 percent and the reported consolidated income tax benefit (expense) are summarized as follows: December 31, 2018 2017 2016 U.S. federal statutory income tax rate 21.0 % 35.0 % 35.0 % Tax reform act — % (134.4 )% — % State income taxes, net of federal benefit (18.4 )% 147.5 % (30.9 )% Foreign rate differential (3.9 )% 3.0 % (3.6 )% Research and development tax credits 3.5 % 2.3 % 2.5 % Nondeductible expenses (2.3 )% (6.8 )% (3.2 )% Noncontrolling interest — % 2.2 % — % Uncertain tax position reserves (0.1 )% (0.5 )% (0.2 )% Effective income tax rate (0.2 )% 48.3 % (0.4 )% |
Schedule of Unrecognized Tax Benefits Roll Forward | A tabular roll forward of the Company’s uncertainties in its income tax provision liability is presented below: Year Ended 2018 2017 2016 Gross balance at beginning of year $ 3,486 $ 3,663 $ 3,417 Additions based on tax positions related to the current period 157 231 325 Reductions for tax positions of prior years (357 ) (408 ) (79 ) Gross balance at end of year 3,286 $ 3,486 $ 3,663 |
Net Loss Per Share (Tables)
Net Loss Per Share (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | Basic and diluted net loss per share attributable to Organogenesis Holdings Inc. was calculated as follows: Year Ended 2018 2017 2016 Numerator: Net loss $ (64,831 ) $ (7,525 ) $ (14,766 ) Less: Net income attributable to non-controlling interests — 863 2,221 Less: Accretion of redeemable common shares — 423 — Net loss attributable to Organogenesis Holdings Inc. $ (64,831 ) $ (8,811 ) $ (16,987 ) Denominator: Weighted average common shares outstanding — basic and diluted 69,318,456 63,876,767 63,196,067 Net loss per share — basic and diluted $ (0.94 ) $ (0.14 ) $ (0.27 ) |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share | The Company excluded the following potential shares of Class A of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Organogenesis Holdings Inc. for the periods indicated because including them would have had an anti-dilutive effect: Year Ended 2018 2017 2016 Options to purchase common stock 7,266,715 7,150,214 5,627,881 Redeemable common stock 728,549 728,549 — Warrants to purchase common stock 17,732,700 1,561,485 1,088,474 25,727,964 9,440,248 6,716,355 |
Product and Geographic Sales (T
Product and Geographic Sales (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Category | The following table sets forth revenue by product category: Year Ended 2018 2017 2016 Advanced Wound Care revenue $ 164,332 $ 178,896 $ 138,732 Surgical and Sports Medicine revenue 29,117 19,612 — Total revenue $ 193,449 $ 198,508 $ 138,732 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Operating Leased Assets | Future minimum lease payments due under noncancelable operating lease agreements as of December 31, 2018 are as follows: 2019 $ 4,530 2020 3,937 2021 3,209 2022 446 $ 12,122 |
Quarterly Financial Information
Quarterly Financial Information (unaudited) (Tables) | 12 Months Ended |
Dec. 31, 2018 | |
Quarterly Financial Data [Abstract] | |
Quarterly Financial Information [Table Text Block] | Selected quarterly results of operations for the years ended December 31, 2018 and 2017 are as follows: Three Months 2018 Three Months 2018 Three Months Ended September 30, 2018 Three Months 2018 Net revenue $ 35,529 $ 43,552 $ 50,769 $ 63,599 Cost of goods sold 14,521 17,300 19,477 17,510 Gross profit 21,008 26,252 31,292 46,089 Operating expenses: Selling, general and administrative 38,165 37,735 38,583 47,478 Research and development 2,824 2,048 2,779 3,091 Write-off of deferred offering costs — 3,494 — — Total operating expenses 40,989 43,277 41,362 50,569 Loss from operations (19,981 ) (17,025 ) (10,070 ) (4,480 ) Other income (expense), net: Interest expense (2,429 ) (2,801 ) (2,960 ) (2,663 ) Interest income 19 20 20 5 Change in fair value of warrants (74 ) (175 ) (50 ) (170 ) Loss on the extinguishment of debt — — — (2,095 ) Other expense, net 5 (2 ) 9 150 Total other income (expense), net (2,479 ) (2,958 ) (2,981 ) (4,773 ) Net loss before income taxes (22,460 ) (19,983 ) (13,051 ) (9,253 ) Income tax expense (28 ) (27 ) (27 ) (2 ) Net loss (22,488 ) (20,010 ) (13,078 ) (9,255 ) Net income attributable to non-controlling interest in affiliates — — — — Net loss attributable to Organogenesis Holdings Inc. $ (22,488 ) $ (20,010 ) $ (13,078 ) $ (9,255 ) Net loss per share attributable to Organogenesis Holdings Inc.—basic and diluted $ (0.35 ) $ (0.30 ) $ (0.19 ) $ (0.12 ) Weighted average common shares outstanding—basic and diluted 64,320,931 66,361,998 69,496,279 76,952,174 Three Months Three Months Three Months 2017 Three Months Net revenue $ 39,837 $ 54,071 $ 51,458 $ 53,142 Cost of goods sold 13,305 15,406 16,087 16,422 Gross profit 26,532 38,665 35,371 36,720 Operating expenses: Selling, general and administrative 27,952 33,716 35,662 36,387 Research and development 1,551 2,454 2,325 2,735 Total operating expenses 29,503 36,170 37,987 39,122 Loss from operations (2,971 ) 2,495 (2,616 ) (2,402 ) Other income (expense), net: Interest expense (1,592 ) (2,031 ) (2,233 ) (2,283 ) Interest income 38 35 28 28 Change in fair value of warrants 55 (505 ) (534 ) (53 ) Other expense, net 62 (119 ) (1 ) 49 Total other income (expense), net (1,437 ) (2,620 ) (2,740 ) (2,259 ) Net loss before income taxes (4,408 ) (125 ) (5,356 ) (4,661 ) Income tax (expense) benefit 6,683 156 (47 ) 233 Net income (loss) 2,275 31 (5,403 ) (4,428 ) Net income attributable to non-controlling interest in affiliates 590 273 — — Net income (loss) attributable to Organogenesis Holdings Inc. $ 1,685 $ (242 ) $ (5,403 ) $ (4,428 ) Net (loss) income per share attributable to Organogenesis Holdings Inc.—basic $ 0.02 $ (0.00 ) $ (0.08 ) $ (0.07 ) Net (loss) income per share attributable to Organogenesis Holdings Inc.—diluted $ 0.02 $ (0.00 ) $ (0.08 ) $ (0.07 ) Weighted average common shares outstanding—basic 63,311,814 64,022,549 64,040,527 64,121,501 Weighted average common shares outstanding—diluted 66,670,850 64,022,549 64,040,527 64,121,501 |
Nature of Business - Additional
Nature of Business - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Aug. 17, 2018 | Mar. 31, 2017 | Mar. 24, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Organization and Financing | ||||||||||||||
Commoon stock par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||
Business acquisition consideration deferred | $ 5,000 | $ 5,000 | $ 5,000 | $ 5,000 | ||||||||||
Net loss | (9,255) | $ (13,078) | $ (20,010) | $ (22,488) | (4,428) | $ (5,403) | $ 31 | $ 2,275 | (64,831) | (8,388) | $ (16,987) | |||
Working capital | 4,743 | 4,743 | ||||||||||||
Cash | 21,291 | 2,309 | 21,291 | 2,309 | ||||||||||
Accumulated deficit | (130,240) | $ (65,409) | (130,240) | $ (65,409) | ||||||||||
Advances to Affiliate | $ 40,669 | $ 40,669 | ||||||||||||
Organogenesis Inc | ||||||||||||||
Organization and Financing | ||||||||||||||
Commoon stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Pipe Investor | ||||||||||||||
Organization and Financing | ||||||||||||||
Business acquistion consideration equity shares issued | $ 46,000 | |||||||||||||
Pipe Investor | Warrant | ||||||||||||||
Organization and Financing | ||||||||||||||
Shares options granted for business consideration | 4,100,000 | |||||||||||||
NuTech Medical | ||||||||||||||
Organization and Financing | ||||||||||||||
Date of business acquisition | Mar. 18, 2017 | |||||||||||||
Busniess acquisition consideration paid in cash | $ 12,000 | |||||||||||||
Business acquisition consideration deferred | $ 7,500 | $ 7,500 | ||||||||||||
Shares options granted for business consideration | 3,642,746 | |||||||||||||
Business acquistion consideration equity shares issued | $ 2,515 | |||||||||||||
NuTech Medical | Stock Option | ||||||||||||||
Organization and Financing | ||||||||||||||
Shares options granted for business consideration | 137,543 | |||||||||||||
Avista Merger Sub | ||||||||||||||
Organization and Financing | ||||||||||||||
Repayment of subordinated debt | $ 35,641 | |||||||||||||
Principal repayment of subordinated debt | 22,000 | |||||||||||||
Accrued interest paid on subordinated debt | $ 13,641 | |||||||||||||
Description of shares issuable | right to receive 2.03 shares of ORGO Class A common stock | |||||||||||||
Principal amount of debt to be converted | $ 45,746 | |||||||||||||
Common Class A | ||||||||||||||
Organization and Financing | ||||||||||||||
Commoon stock par value | $ 0.0001 | $ 0.0001 | ||||||||||||
Common Class A | Pipe Investor | ||||||||||||||
Organization and Financing | ||||||||||||||
Debt converted to common stock | 6,502,679 | |||||||||||||
Shares options granted for business consideration | 6,538,732 | 9,022,741 | ||||||||||||
Business acquistion consideration equity shares issued | $ 46,000 | |||||||||||||
Common Class A | NuTech Medical | ||||||||||||||
Organization and Financing | ||||||||||||||
Shares options granted for business consideration | 728,549 | 2,185,647 | ||||||||||||
Common Class A | Avista Merger Sub | ||||||||||||||
Organization and Financing | ||||||||||||||
Shares options granted for business consideration | 75,073,548 | |||||||||||||
Redeemable Common Stock | NuTech Medical | ||||||||||||||
Organization and Financing | ||||||||||||||
Shares options granted for business consideration | 728,549 |
Significant Accounting Polici_4
Significant Accounting Policies - Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Leasehold improvements | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Depreciation Methods | Lesser of the life of the lease or the economic life of the asset |
Furniture and computers | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 3 years |
Furniture and computers | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment | Minimum | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 5 years |
Equipment | Maximum | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Useful Life | 10 years |
Significant Accounting Polici_5
Significant Accounting Policies -Schedule of Finite-Lived Intangible Assets (Detail) | 12 Months Ended |
Dec. 31, 2018 | |
Trade names and trademarks | Minimum | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Trade names and trademarks | Maximum | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Developed technology | Minimum | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Developed technology | Maximum | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Independent sales agency network | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 3 years |
Non-compete agreements | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 17, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 |
Significant Accounting Policies [Line Items] | ||||
Restricted Cash, Current | $ 114 | $ 49 | ||
Deferred offering costs | 0 | 2,724 | ||
Deferred offering cost written off | 3,494 | |||
Long term debt due to affiliates, fair value | $ 0 | 35,161 | ||
Medical device excise tax | 2.30% | |||
Long term debt due to affiliates | $ 0 | 57,322 | ||
Deferred Offering Costs | 0 | 2,724 | ||
Equity issuance costs recorded to additional paid-in capital | $ 270 | 270 | ||
Selling, General and Administrative Expenses [Member] | ||||
Significant Accounting Policies [Line Items] | ||||
Deferred offering costs | 770 | |||
Advertising costs | 773 | $ 947 | $ 1,196 | |
Deferred Offering Costs | $ 770 |
Reverse Acquisition with Avis_2
Reverse Acquisition with Avista and Organogenesis - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 10, 2018USD ($)$ / sharesshares | Aug. 17, 2018USD ($)$ / sharesshares | Dec. 31, 2018USD ($)$ / sharesshares | Dec. 31, 2017$ / sharesshares |
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | $ 0.0001 | ||
Common Stock, Shares, Issued | 91,261,412 | 66,983,138 | ||
Proceeds from Issuance of Warrants | $ | $ 46,000 | |||
Number of founder shares converted | 6,502,679 | |||
Founder Shares Transactions [Member] | Sponsor And Other Holders [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Common Stock, Consideration Transferred Upon Shares Surrender | $ | $ 0 | |||
Common Stock, Shares Agreed to Surrender in Which Shares were Canceled with Merger Agreement Execution | 1,937,500 | |||
Private Placement Warrants [Member] | Initial Shareholders And Other Holders [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Common Stock, Shares Agreed to Surrender Subjected to Satisfaction or Waiver of Certain Closing Conditions | 16,400,000 | |||
Avista Merger [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Repayments of Subordinated Debt | $ | $ 35,641 | |||
Subordinated Debt Principal Repayment | $ | 22,000 | |||
Subordinated Debt Accrued Interest And Loan Fee Payment | $ | $ 13,641 | |||
Debt Instrument, Convertible, Conversion Price | $ / shares | $ 7.035 | |||
professional fees | $ | $ 11,205 | |||
Avista Healthcare Public Acquisition Corp [Member] | Founder Shares Transactions [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Number of founder shares converted | 500,000 | |||
Selling, General and Administrative Expenses [Member] | Avista Merger [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
professional fees | $ | $ 3,072 | |||
Pipe Investor [Member] | Avista Merger [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Number of warrants outstanding, exercise price | 4,100,000 | |||
Common Stock, Shares, Issued | 9,022,741 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,100,000 | |||
Proceeds from Issuance of Warrants | $ | $ 46,000 | |||
Common Class A [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Number of warrants outstanding, exercise price | 4,100,000 | 302,434 | ||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 4,100,000 | 302,434 | ||
Common Class A [Member] | Avista Merger [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Stockholders' Equity Note, Stock Split, Conversion Ratio | 2.03 | |||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 75,073,548 | |||
Debt Conversion, Converted Instrument, Shares Issued | 6,502,679 | |||
Number of Founder shares converted to common stock | 75,073,548 | |||
Common Class A [Member] | Avista Healthcare Public Acquisition Corp [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Class of Warrant or Right Number of Warrants Outstanding | 31,000,000 | |||
Number of founder shares converted | 500,000 | |||
Number of new shares issued | 500,000 | |||
Common Class A [Member] | AHPAC [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ / shares | $ 11.50 | |||
Number of warrants outstanding, exercise price | 15,500,000 | |||
Number Of Founder Shares Domesticated | 500,000 | |||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 890,993 | |||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 15,500,000 | |||
Number of Founder shares converted to common stock | 890,993 | |||
Common Class A [Member] | Pipe Investor [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Business Acquisition, Equity Interest Issued or Issuable, Number of Shares | 6,538,732 | 9,022,741 | ||
Debt Conversion, Converted Instrument, Shares Issued | 6,502,679 | |||
Number of Founder shares converted to common stock | 6,538,732 | 9,022,741 | ||
Common Class B [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.0001 | |||
Number of founder shares converted | 1,390,993 | |||
Common Class B [Member] | Founder Shares Transactions [Member] | Initial Shareholders And Other Holders [Member] | ||||
Disclosure of Reverse acquisition with Avista and Organogenesis [Line Items] | ||||
Common Stock, Shares Agreed to Surrender Subjected to Satisfaction or Waiver of Certain Closing Conditions | 4,421,507 |
Real Estate Entities (Detail)
Real Estate Entities (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2018USD ($) | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | $ (18,939) |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities, Net | 4,665 |
Variable Interest Entity Nonconsolidated Accumulated Deficit | 3,297 |
Noncontrolling Interest in Variable Interest Entity | 7,962 |
Consideration transferred | |
Gain (loss) on deconsolidation | |
Cash Member | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 666 |
Due From Affiliates | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 12,880 |
Prepaid Expenses and Other Current Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 126 |
Current Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 13,672 |
Property And Equipment | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 9,932 |
Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 23,604 |
Accrued Expenses and Other Current Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (103) |
Notes Payable | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (18,604) |
Other Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (232) |
Dan Road Associates | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities, Net | (1,729) |
Variable Interest Entity Nonconsolidated Accumulated Deficit | 3,297 |
Noncontrolling Interest in Variable Interest Entity | 1,568 |
Consideration transferred | |
Gain (loss) on deconsolidation | |
Dan Road Associates | Cash Member | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 247 |
Dan Road Associates | Due From Affiliates | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 2,018 |
Dan Road Associates | Prepaid Expenses and Other Current Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 126 |
Dan Road Associates | Current Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 2,391 |
Dan Road Associates | Property And Equipment | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 3,149 |
Dan Road Associates | Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 5,540 |
Dan Road Associates | Accrued Expenses and Other Current Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (8) |
Dan Road Associates | Notes Payable | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (7,029) |
Dan Road Associates | Other Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (232) |
Dan Road Associates | Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (7,269) |
85 Dan Road Associates | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities, Net | 4,006 |
Noncontrolling Interest in Variable Interest Entity | 4,006 |
Consideration transferred | |
Gain (loss) on deconsolidation | |
85 Dan Road Associates | Cash Member | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 51 |
85 Dan Road Associates | Due From Affiliates | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 6,414 |
85 Dan Road Associates | Current Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 6,465 |
85 Dan Road Associates | Property And Equipment | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 3,982 |
85 Dan Road Associates | Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 10,447 |
85 Dan Road Associates | Accrued Expenses and Other Current Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (52) |
85 Dan Road Associates | Notes Payable | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (6,389) |
85 Dan Road Associates | Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (6,441) |
65 Dan Road Associates | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets and Liabilities, Net | 2,388 |
Noncontrolling Interest in Variable Interest Entity | 2,388 |
Consideration transferred | |
Gain (loss) on deconsolidation | |
65 Dan Road Associates | Cash Member | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 368 |
65 Dan Road Associates | Due From Affiliates | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 4,448 |
65 Dan Road Associates | Current Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 4,816 |
65 Dan Road Associates | Property And Equipment | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 2,801 |
65 Dan Road Associates | Assets | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Assets | 7,617 |
65 Dan Road Associates | Accrued Expenses and Other Current Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (43) |
65 Dan Road Associates | Notes Payable | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | (5,186) |
65 Dan Road Associates | Liabilities | |
Variable Interest Entity, Nonconsolidated, Carrying Amount, Liabilities | $ (5,229) |
Acquisition of NuTech Medical -
Acquisition of NuTech Medical - Fair Values of the Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | 1 Months Ended | 12 Months Ended | |
Mar. 24, 2017 | Dec. 31, 2017 | Dec. 31, 2018 | |
Consideration | |||
Defered acquistion consideration | $ 2,500 | ||
Consideration | $ 11,790 | ||
Allocated as follows: | |||
Goodwill | $ 25,539 | 25,539 | |
NuTech Medical | |||
Consideration | |||
Cash | $ 12,000 | ||
Common stock | 2,515 | ||
Redeemable common stock | 6,339 | ||
Restricted common stock | 7,548 | ||
Stock options | 207 | ||
Defered acquistion consideration | 8,000 | ||
Working capital adjustment | (500) | $ 500 | |
Contingent consideration forfeiture rights | (377) | ||
Total consideration | 35,732 | ||
Common stock transferred | (16,402) | ||
Deferred acquisition consideration | (7,500) | ||
Common stock options issued | (207) | ||
Contingent consideration forfeiture rights | 377 | ||
Cash received | (210) | ||
Consideration | 11,790 | ||
Allocated as follows: | |||
Cash | 210 | ||
Accounts receivable | 3,131 | ||
Inventory | 2,730 | ||
Other current assets | 51 | ||
Property and equipment | 284 | ||
Goodwill | 19,446 | ||
Identifiable intangible assets | 20,410 | ||
Total assets acquired | 46,262 | ||
Accounts payable | 2,850 | ||
Accrued expenses and other current liabilities | 803 | ||
Deferred tax liability | 6,877 | ||
Total liabilities assumed | 10,530 | ||
Net assets acquired | $ 35,732 |
Acquisition of NuTech Medical_2
Acquisition of NuTech Medical - Pro Forma Statements of Operations (Detail) - NuTech Medical $ in Thousands | 12 Months Ended |
Dec. 31, 2017USD ($) | |
Net revenue | $ 204,177 |
Net income | $ (9,183) |
Acquisition of NuTech Medical_3
Acquisition of NuTech Medical - Additional Information (Detail) $ / shares in Units, $ in Thousands | 1 Months Ended | 12 Months Ended | ||||
Mar. 24, 2017USD ($)$ / sharesshares | Apr. 12, 2016 | Aug. 31, 2015 | Dec. 31, 2018USD ($)shares | Dec. 31, 2017USD ($) | Mar. 24, 2019$ / shares | |
Deferred acquisition consideration | $ 2,500 | |||||
Options granted, number of options | shares | 248,567 | |||||
Reason for reduction of purchase price | There was a $500 reduction to the purchase price due to changes in the amount of working capital acquired. | |||||
Stock option assumption, expected term | 5 years | 2 years | 5 years 10 months 20 days | 6 years 3 months | ||
Stock option assumption, risk free interest rate | 2.73% | 2.05% | ||||
Stock option assumption, dividend yield | 0.00% | 0.00% | ||||
Goodwill | $ 25,539 | $ 25,539 | ||||
Gross accounts receivable | 37,497 | 31,349 | ||||
Method of Amortization | accelerated methods | |||||
Goodwill arising from acquisition | 25,539 | 25,539 | ||||
Deferred acquisition consideration, interest rate | 6.00% | |||||
Deferred acquisition consideration, quarterly payments | 1,000 | |||||
Deferred acquisition consideration, final payment | 4,000 | |||||
Common Class A | ||||||
Fair value of share | $ / shares | $ 8.69 | |||||
NuTech Medical | ||||||
Acquisition purchase consideration | $ 35,732 | |||||
Payments to acquire business | 12,000 | |||||
Deferred acquisition consideration | $ 8,000 | |||||
Business acquisition shares issued | shares | 3,642,746 | |||||
Fair value of share | $ / shares | $ 3.45 | |||||
Options granted, number of options | shares | 137,137 | |||||
Business acquisition, legal and accounting charges | $ 500 | |||||
Stock option assumption, volatility rate | 47.91% | |||||
Stock option assumption, expected term | 5 years | |||||
Stock option assumption, risk free interest rate | 1.93% | |||||
Stock option assumption, dividend yield | 0.00% | |||||
Goodwill | $ 19,446 | |||||
Gross accounts receivable | 3,268 | |||||
Gross accounts receivable, fair value | $ 3,131 | |||||
Remaining amortization period | 9 years 7 months 6 days | |||||
Deferred tax liability | $ 6,877 | |||||
Revenues | 22,340 | |||||
Business acquisition, legal and accounting charges | $ 295 | |||||
Goodwill arising from acquisition | 19,446 | |||||
Deferred acquisition consideration, working capital adjustments | (500) | $ 500 | ||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 9.28 | |||||
Business Combination Consideration Transferred Stock Options Issued | 207 | |||||
NuTech Medical | Acquisition-related Costs | ||||||
Goodwill | 12,569 | |||||
Goodwill acquired, discrete tax benefit | 6,877 | |||||
Goodwill arising from acquisition | $ 12,569 | |||||
NuTech Medical | Restricted Stock | ||||||
Business acquisition shares issued | shares | 2,185,647 | |||||
Business acquisition value of shares issued | $ 7,548 | |||||
Restricted shares, forfeiture right asset | $ 377 | |||||
NuTech Medical | Common Class A | ||||||
Business acquisition shares issued | shares | 728,549 | 2,185,647 | ||||
Business acquisition value of shares issued | $ 2,515 | |||||
Business acquisition shares issued, fair value per share | $ / shares | $ 3.45 | |||||
NuTech Medical | Redeemable Common Stock | ||||||
Business acquisition shares issued | shares | 728,549 | |||||
Business acquisition value of shares issued | $ 6,339 | |||||
Business acquisition shares issued, fair value per share | $ / shares | $ 8.70 | |||||
Temporary Equity, Redemption Price Per Share | $ / shares | $ 9.28 | |||||
Measurement Input, Discount Rate | NuTech Medical | Redeemable Common Stock | ||||||
Fair value of the shares containing the put and call rights | 2.91 | |||||
Measurement Input, Expected Term | NuTech Medical | Redeemable Common Stock | ||||||
Fair value of the shares containing the put and call rights term | 2 years |
Fair Value Measurement of Fin_3
Fair Value Measurement of Financial Instruments - Financial Assets And Liabilities Measured At Fair Value (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Assets: | ||
Contingent consideration forfeiture rights | $ 589 | |
Liabilities: | ||
Contingent purchase earn-out liability | 2,238 | |
Fair Value, Measurements, Recurring | Warrant | ||
Liabilities: | ||
Contingent purchase earn-out liability | 2,238 | |
Fair Value, Measurements, Recurring | Contingent Purchase Earnout | ||
Liabilities: | ||
Contingent purchase earn-out liability | ||
Fair Value, Measurements, Recurring | Contingent consideration forfeiture rights | ||
Assets: | ||
Contingent consideration forfeiture rights | 589 | |
Fair Value, Measurements, Recurring | Redeemable common stock liability | ||
Liabilities: | ||
Redeemable common stock liability | 6,762 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | ||
Liabilities: | ||
Contingent purchase earn-out liability | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 1 | Contingent Purchase Earnout | ||
Liabilities: | ||
Contingent purchase earn-out liability | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | ||
Liabilities: | ||
Contingent purchase earn-out liability | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 2 | Contingent Purchase Earnout | ||
Liabilities: | ||
Contingent purchase earn-out liability | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Assets: | ||
Contingent consideration forfeiture rights | 589 | |
Liabilities: | ||
Contingent purchase earn-out liability | 2,238 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Warrant | ||
Liabilities: | ||
Contingent purchase earn-out liability | 2,238 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Contingent Purchase Earnout | ||
Liabilities: | ||
Contingent purchase earn-out liability | ||
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Contingent consideration forfeiture rights | ||
Assets: | ||
Contingent consideration forfeiture rights | $ 589 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Redeemable common stock liability | ||
Liabilities: | ||
Redeemable common stock liability | $ 6,762 |
Fair Value Measurement of Fin_4
Fair Value Measurement of Financial Instruments - Aggregate Fair Value Of Warrant Liability (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Warrant Liability | ||
Balance | $ (2,238) | $ (1,201) |
Initial fair value of contingent consideration forfeiture rights | ||
Change in fair value | (469) | (1,037) |
Issuance of common stock for the exercise of warrant | 2,707 | |
Balance | (2,238) | |
Contingent Purchase Earn-Out Liability | ||
Balance | 0 | |
Initial fair value of contingent consideration forfeiture rights | ||
Change in fair value | ||
Balance | ||
Contingent Consideration Forfeiture Rights | ||
Balance | 589 | |
Initial fair value of contingent consideration forfeiture rights | 377 | |
Change in fair value | (589) | 212 |
Balance | $ 589 | |
Redeemable common stock liability | ||
Initial fair value of contingent consideration forfeiture rights | 6,762 | |
Balance | $ 6,762 |
Fair Value Measurement of Fin_5
Fair Value Measurement of Financial Instruments - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 10, 2018 | Mar. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 24, 2019 |
Fair value of contingent consideration forfeiture rights | $ 589 | |||||
Contingent purchase earn-out liability | $ 2,500 | |||||
Expected Dividend Yield | 0.00% | 0.00% | ||||
Warrants Net Exercised | 55,402 | |||||
Fair Value Adjustment of Warrants | $ 469 | $ 1,037 | $ 737 | |||
Percentage of Fair Value Of Underlying Shares | 10.00% | |||||
Accretion Expense | $ 0 | 423 | ||||
Fair Value, Inputs, Level 3 | ||||||
Expected Dividend Yield | 0.00% | |||||
Change In Fair Value of Underlying Shares | 10.00% | |||||
NuTech Medical | ||||||
Company issued acquisition of shares | 3,642,746 | |||||
Contingent purchase earn-out liability | $ 8,000 | |||||
Expected Dividend Yield | 0.00% | |||||
Change In Fair Value of Underlying Shares | 47.91% | |||||
Temporary Equity, Redemption Price Per Share | $ 9.28 | |||||
Accretion Expense | $ 0 | 423 | ||||
Forfeiture Rights | ||||||
Fair value of contingent consideration forfeiture rights | 0 | 589 | ||||
Dermagraft | ||||||
Contingent purchase earn-out liability | 0 | $ 0 | ||||
Dermagraft | Contingent Purchase Earnout | ||||||
Contingent purchase earn-out liability | 3,300 | |||||
Common Class A | ||||||
Redeemable common stock, Carrying amount | $ 6,762 | |||||
Common Class A | NuTech Medical | ||||||
Company issued acquisition of shares | 728,549 | 2,185,647 | ||||
Business Acquisition, Share Price | $ 3.45 | |||||
Common Class A | Avista | ||||||
Warrants Net Exercised | 444,041 |
Accounts receivable, net (Detai
Accounts receivable, net (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Receivables [Abstract] | ||
Accounts receivable | $ 37,497 | $ 31,349 |
Less — allowance for sales returns and doubtful accounts | (3,420) | (3,225) |
Accounts receivable | $ 34,077 | $ 28,124 |
Accounts receivable, net - Sale
Accounts receivable, net - Sales Returns and Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Balance | $ 3,225 | $ 2,109 | |
Additions | 1,157 | 1,166 | $ 25 |
Write-offs | (962) | (50) | |
Balance | $ 3,420 | $ 3,225 | $ 2,109 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Raw materials | $ 4,711 | $ 6,537 |
Work in process | 1,759 | 991 |
Finished goods | 6,851 | 6,742 |
Inventory | $ 13,321 | $ 14,270 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Inventory reserve charged to cost of goods sold | $ 5,949 | $ 5,497 | $ 7,472 |
Reserve for excess and obsolete inventory | $ 2,951 | $ 2,954 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Deferred offering costs | $ 0 | $ 2,724 |
Prepaid rent | 29 | |
Prepaid subscriptions | 594 | 584 |
Prepaid inventory testing | 116 | 36 |
Prepaid conferences and marketing expenses | 392 | 588 |
Prepaid insurance | 223 | 196 |
Prepaid deposits | 764 | |
Other | 239 | 242 |
Prepaid Expense | $ 2,328 | $ 4,399 |
Property and Equipment (Detail)
Property and Equipment (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Property, Plant and Equipment, Gross | $ 79,097 | $ 78,518 |
Accumulated depreciation and amortization | (62,435) | (59,212) |
Property, Plant and Equipment, Net | 39,623 | 42,112 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | 34,345 | 35,143 |
Furniture, computers and equipment | ||
Property, Plant and Equipment, Gross | 44,752 | 43,375 |
Construction in progress | ||
Property, Plant and Equipment, Net | $ 22,961 | $ 22,806 |
Property and Equipment - Additi
Property and Equipment - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Depreciation expense | $ 3,309 | $ 3,591 | $ 5,702 |
Proceeds from disposal of property and equipment | 1 | 8 | 115 |
Gain on disposal of property and equipment | (1,209) | 8 | $ 9 |
Disposal of equipment | 1,309 | 418 | |
Accumulated depreciation in disposal of equipment | 99 | 418 | |
Property And Equipment [Member] | |||
Property and equipment, net | 9,932 | ||
Leasehold improvements | |||
Capital leases recorded within leasehold improvements | 21,889 | ||
Capital leases recorded | 12,779 | 5,989 | |
Leasehold improvements | $ 1,464 | $ 618 |
Notes Receivable - Related Pa_3
Notes Receivable - Related Parties (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Balance | $ 413 | $ 415 | |
Accrued interest | 64 | 111 | $ 108 |
Impairment | (113) | ||
Balance | $ 477 | $ 413 | $ 415 |
Notes Receivable - Related Pa_4
Notes Receivable - Related Parties - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net principal and interest receivable | $ 477 | $ 413 | $ 415 |
Interest income | 64 | 111 | 108 |
Outstanding aggregate principal balance | 52,142 | ||
Secured By Employee | 635 | 635 | |
Total principal and interest receivable | 2,937 | 3,873 | |
Impairment on employer loan | 0 | 113 | |
Bonus payment | 904 | ||
Deemed uncollectible reserve | 0 | ||
Value of stock and option | 4,448 | 3,646 | |
Avista Merger Agreement | |||
Outstanding aggregate principal balance | $ 997 | ||
Option Loan | |||
Borrower Principal Amount | 50.00% | ||
Accrued Interest Rate | 100.00% | ||
Interest Expense, Debt | $ 0 | $ 0 | $ 0 |
Class A | |||
Stock Held By Employee | 675,990 | 675,990 | |
Liquidity Loan To One Former Employee | |||
Outstanding aggregate principal balance | $ 350 | $ 350 | |
Former CEO Liquidity Loans | |||
Outstanding aggregate principal balance | 2,000 | 2,000 | |
Current CEO Liquidity Loans | |||
Outstanding aggregate principal balance | 0 | $ 997 | |
Current CEO Liquidity Loans | Avista Merger Agreement | |||
Total principal and interest receivable | $ 133 | ||
Maximum | Option Loan | |||
Interest Rate | 3.86% | ||
Maximum | Accrued Interest | |||
Interest Rate | 3.86% | ||
Maximum | Liquidity Loan | |||
Interest Rate | 3.86% | ||
Minimum | Option Loan | |||
Interest Rate | 2.30% | ||
Minimum | Accrued Interest | |||
Interest Rate | 2.30% | ||
Minimum | Liquidity Loan | |||
Interest Rate | 2.30% |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Identifiable intangible assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Original Cost | $ 36,580 | $ 36,580 |
Accumulated Amortization | (10,489) | (6,821) |
Net Book Value | 26,091 | 29,759 |
Developed technology | ||
Original Cost | 29,820 | 29,820 |
Accumulated Amortization | (8,454) | (6,389) |
Net Book Value | 21,366 | 23,431 |
Trade names and trademarks | ||
Original Cost | 2,000 | 2,000 |
Accumulated Amortization | (413) | (238) |
Net Book Value | 1,587 | 1,762 |
Independent sales agency network | ||
Original Cost | 4,500 | 4,500 |
Accumulated Amortization | (1,569) | (181) |
Net Book Value | 2,931 | 4,319 |
Non-compete agreements | ||
Original Cost | 260 | 260 |
Accumulated Amortization | (53) | (13) |
Net Book Value | $ 207 | $ 247 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Estimated future annual amortization expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2019 | $ 5,993 | |
2020 | 3,192 | |
2021 | 3,257 | |
2022 | 3,247 | |
2023 | 3,283 | |
Thereafter | 7,119 | |
Total | $ 26,091 | $ 29,759 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Mar. 24, 2017 | |
Goodwill | $ 25,539 | $ 25,539 | ||
Amortization of Intangible Assets | $ 3,669 | $ 2,037 | $ 1,617 | |
NuTech Medical | ||||
Goodwill | $ 19,446 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Payables and Accruals [Abstract] | ||
Accrued compensation | $ 15,218 | $ 11,826 |
Accrued professional fees | 309 | 539 |
Accrued interest - capital lease obligations | 4,174 | 3,950 |
Accrued litigation | 1,000 | 1,000 |
Accrued royalties | 2,463 | 3,610 |
Accrued interest - deferred acquisition consideration | 618 | 318 |
Other | 1,633 | 1,308 |
Total Accrued Expenses and Other Current Liabilities | $ 25,415 | $ 22,551 |
Long-Term Debt - Affiliates - L
Long-Term Debt - Affiliates - Long-term debt payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Long-term debt, gross | $ 57,487 | |
Accrued interest | 9,241 | |
Less debt discount | (5,345) | |
Long-term debt | 52,142 | |
2010 Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 19,850 | |
2015 Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 11,396 | |
2016 Loans | ||
Debt Instrument [Line Items] | ||
Long-term debt, gross | 17,000 | |
Accrued interest | 0 | 4,387 |
Less debt discount | $ 0 | $ (5,345) |
Long-Term Debt - Affiliates - D
Long-Term Debt - Affiliates - Due to affiliates (Details) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Due to affiliates | $ 4,500 | |
65 Dan Road SPE, LLC | ||
Due to affiliates | 200 | |
85 Dan Road Associates | ||
Due to affiliates | 3,900 | |
275 Dan Road SPE, LLC | ||
Due to affiliates | $ 400 |
Long-Term Debt - Affiliates - A
Long-Term Debt - Affiliates - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Dec. 31, 2018 | Aug. 31, 2018 | Apr. 30, 2018 | Apr. 30, 2017 | Mar. 31, 2017 | Jan. 31, 2017 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 10, 2018 | Mar. 24, 2017 | Apr. 30, 2016 | |
Interest expense | $ 2,663 | $ 2,960 | $ 2,801 | $ 2,429 | $ 2,283 | $ 2,233 | $ 2,031 | $ 1,592 | $ 10,853 | $ 8,139 | $ 5,627 | |||||||||
Accrued interest | 9,241 | 9,241 | ||||||||||||||||||
Un-amortized debt discount | 5,345 | 5,345 | ||||||||||||||||||
Interest Rate On The Un Paid Fee | 15.00% | |||||||||||||||||||
Gain on extinguishment of debt | $ (2,095) | (2,095) | ||||||||||||||||||
Proceeds from loans | 23 | |||||||||||||||||||
Warrants expired | Apr. 30, 2021 | |||||||||||||||||||
Avista Merger Agreement | ||||||||||||||||||||
Write off of unamortized debt discount | 5,078 | |||||||||||||||||||
Gain on extinguishment of debt | 2,095 | |||||||||||||||||||
Debt conversion, converted shares | 6,502,679 | |||||||||||||||||||
Cash payment to creditors | $ 35,641 | |||||||||||||||||||
Outstanding principal amount | 45,746 | |||||||||||||||||||
Loss on Unamortized Debt Discount | $ 2,982 | |||||||||||||||||||
Warrant | ||||||||||||||||||||
Exercise price | $ 3.58 | $ 3.58 | $ 3.58 | |||||||||||||||||
Common Class A | ||||||||||||||||||||
Warrants to purchase common stock | 302,434 | 302,434 | 302,434 | 4,100,000 | ||||||||||||||||
Price per share | $ 8.69 | |||||||||||||||||||
Common Class A | Avista Merger Agreement | ||||||||||||||||||||
Common stock per share | $ 13.35 | $ 13.35 | $ 13.35 | |||||||||||||||||
Common Class A | Warrant | ||||||||||||||||||||
Warrants to purchase common stock | 905,774 | 905,774 | 905,774 | |||||||||||||||||
Common stock per share | $ 2.53 | $ 2.53 | $ 2.53 | |||||||||||||||||
Real Estate Loan Payable | ||||||||||||||||||||
Interest rate | 1.60% | 1.60% | 1.60% | |||||||||||||||||
Accrued interest | $ 0 | $ 0 | 325 | $ 0 | 325 | |||||||||||||||
Interest Expense Debt | 68 | 45 | ||||||||||||||||||
2016 Loans | ||||||||||||||||||||
Interest rate | 15.00% | |||||||||||||||||||
Accrued interest | 0 | 0 | 4,387 | 0 | 4,387 | |||||||||||||||
Aggregate principal amount | $ 17,000 | |||||||||||||||||||
Amortization of the debt discount | 464 | 268 | 92 | |||||||||||||||||
Un-amortized debt discount | $ 0 | $ 0 | 5,345 | $ 0 | 5,345 | |||||||||||||||
Gain on extinguishment of debt | $ 2,534 | $ 2,043 | ||||||||||||||||||
Price per share | $ 3.58 | $ 3.58 | $ 3.58 | |||||||||||||||||
Interest Expense Debt | $ 2,667 | 2,735 | ||||||||||||||||||
Debt Instrument, Fee Amount | $ 680 | |||||||||||||||||||
Extinguishment of debt unamorized discount amortized to interest expense | 4,577 | |||||||||||||||||||
Additional Fee Unpaid | ||||||||||||||||||||
Interest expense | 96 | 93 | ||||||||||||||||||
Accrued interest | $ 0 | $ 0 | 93 | $ 0 | 93 | |||||||||||||||
2010 and 2015 Loans | ||||||||||||||||||||
Interest rate | 1.60% | 1.60% | 1.60% | |||||||||||||||||
Accrued interest | $ 0 | $ 0 | $ 4,436 | $ 0 | 4,436 | |||||||||||||||
Interest Expense Debt | $ 470 | $ 540 | $ 503 | |||||||||||||||||
2018 Loans | ||||||||||||||||||||
Interest rate | 8.00% | 8.00% | 8.00% | |||||||||||||||||
Accrued interest | $ 0 | $ 0 | $ 0 | |||||||||||||||||
Proceeds from loans | $ 5,000 | $ 10,000 | ||||||||||||||||||
Interest Expense Debt | 687 | |||||||||||||||||||
Affiliate Debt Principal | Avista Healthcare Public Acquisition Corp | ||||||||||||||||||||
Cash payment to creditors | 22,000 | |||||||||||||||||||
Affiliate Debt Interest | Avista Healthcare Public Acquisition Corp | ||||||||||||||||||||
Cash payment to creditors | $ 13,641 | |||||||||||||||||||
Other Liabilities | ||||||||||||||||||||
Debt Instrument, Fee Amount | $ 680 |
Line of Credit and Notes Paya_3
Line of Credit and Notes Payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Line of credit | $ 26,484 | $ 17,618 |
Notes payable | 15,885 | 15,895 |
Less debt discount | (762) | (1,079) |
Less current maturities | 2,545 | 0 |
Notes payable, net of debt discount | $ 12,578 | $ 14,816 |
Line of Credit and Notes Paya_4
Line of Credit and Notes Payable - Future payments of notes payable (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 2,211 | |
2020 | 4,646 | |
2021 | 5,384 | |
2022 | 3,644 | |
Total | $ 15,885 | $ 15,895 |
Line of Credit and Notes Paya_5
Line of Credit and Notes Payable - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||||||||||||||
Apr. 30, 2018 | Dec. 31, 2017 | Apr. 30, 2017 | Sep. 30, 2015 | Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 10, 2018 | Oct. 31, 2018 | May 01, 2017 | Apr. 28, 2017 | Mar. 21, 2017 | |
Letter of credit sub facility | $ 17,618 | $ 26,484 | $ 17,618 | $ 26,484 | $ 17,618 | |||||||||||||||
Additional fund | $ 5,000 | |||||||||||||||||||
Line of Credit, Current | $ 5,000 | |||||||||||||||||||
Interest Expense under the credit agreement | 2,663 | $ 2,960 | $ 2,801 | $ 2,429 | 2,283 | $ 2,233 | $ 2,031 | $ 1,592 | 10,853 | 8,139 | $ 5,627 | |||||||||
deferred financing | 145 | 243 | 145 | 243 | 145 | |||||||||||||||
Unamortized portion of costs | 463 | 318 | 463 | 318 | 463 | |||||||||||||||
Carrying value of notes payable | 0 | 2,545 | 0 | 2,545 | 0 | |||||||||||||||
Accrued interest | 9,241 | 9,241 | 9,241 | |||||||||||||||||
Principal payments | $ 375 | |||||||||||||||||||
Fair Value Adjustment of Warrants | 469 | 1,037 | $ 737 | |||||||||||||||||
Company repaid remaining outstanding amount | $ 2,250 | |||||||||||||||||||
Paid-in-Kind Interest | $ 2,512 | |||||||||||||||||||
Other Assets Amortized Value | 702 | |||||||||||||||||||
Warrant [Member] | ||||||||||||||||||||
Fair Value Adjustment of Warrants | 9,000 | |||||||||||||||||||
Fair value | 958 | |||||||||||||||||||
ML Agreement | ||||||||||||||||||||
Aggregate under revolving credit facility | $ 2,000 | $ 2,000 | 2,000 | |||||||||||||||||
Interest Expense under the credit agreement | 2,236 | $ 1,309 | ||||||||||||||||||
Line of Credit Facility, Frequency of Payment and Payment Terms | This additional funding requires additional monthly payments of $18 for months 1 through 24 and $64 for months 25- through 60. Payments for this additional funding under the ML Agreement are payable on the first day of each month beginning on January 1, 2018 through December 1, 2022 | |||||||||||||||||||
Annual effective interest rate | 13.50% | 13.50% | 13.50% | |||||||||||||||||
Debt discount | $ 308 | |||||||||||||||||||
Unamortized debt discount | 762 | 762 | ||||||||||||||||||
Principal payment | 10 | |||||||||||||||||||
Amortization of the debt discount | 317 | $ 187 | ||||||||||||||||||
Credit Agreement | ||||||||||||||||||||
Interest Expense under the credit agreement | 1,644 | $ 736 | ||||||||||||||||||
Term Loan | ||||||||||||||||||||
Aggregate amounts of term loan | 35,000 | |||||||||||||||||||
Interest Expense under the credit agreement | 294 | |||||||||||||||||||
Carrying value of notes payable | 0 | 0 | $ 80 | |||||||||||||||||
Interest expense related to amortization | 80 | 80 | ||||||||||||||||||
Accrued interest | 0 | $ 0 | ||||||||||||||||||
Accrued Interest Due | 5,000 | |||||||||||||||||||
Line of Credit | ||||||||||||||||||||
Aggregate under revolving credit facility | 14,000 | |||||||||||||||||||
Subordinate | ||||||||||||||||||||
Percentage of interest paid | 10.00% | |||||||||||||||||||
Percentage of Paid in kind | 4.00% | |||||||||||||||||||
Revolving Credit Facility | ||||||||||||||||||||
Aggregate amounts of term loan | 30,000 | |||||||||||||||||||
Revolving Credit Facility | SVB | ||||||||||||||||||||
Letter of credit sub facility | $ 30,000 | |||||||||||||||||||
Aggregate under revolving credit facility | 26,484 | $ 26,484 | ||||||||||||||||||
Future revolving borrowings | $ 3,516 | $ 3,516 | ||||||||||||||||||
Description of line of credit facility | (i) a rate per annum equal to the greater of the prime rate and the federal funds rate effective for such day plus 0.50%, plus (ii) an applicable margin of either 0.50% or 1.50% depending on the Company’s liquidity ratio for the immediately preceding 30-day period; | |||||||||||||||||||
Interest rate applicable to borrowings | 2.00% | 2.00% | ||||||||||||||||||
Revolving Credit Facility | Term Loan | ||||||||||||||||||||
Aggregate amounts of term loan | $ 5,000 | |||||||||||||||||||
Eastward fund LLC | ||||||||||||||||||||
Aggregate amounts of term loan | $ 20,000 | |||||||||||||||||||
Line of Credit Facility, Frequency of Payment and Payment Terms | The ML Agreement requires monthly payments of $122 for months 1 through 24 and $452 for months 25- through 60, however, in an event of default, as defined in ML Agreement, the additional interest rate on all unpaid amounts due will be 1.5% and the loan will become due upon written notice.​​​​​​​ | |||||||||||||||||||
Additional percentage of outstanding principal | 3.00% | |||||||||||||||||||
Prepayment fees | 2.00% | |||||||||||||||||||
Percentage of final payment fee | 16.50% | 16.50% | 16.50% | 6.50% | ||||||||||||||||
Annual effective interest rate | 15.00% | |||||||||||||||||||
Common Class A | ||||||||||||||||||||
Warrant deemed net exercised | 302,434 | 302,434 | 4,100,000 | |||||||||||||||||
Common Class A | Warrant [Member] | ||||||||||||||||||||
Warrant purchase | 473,011 | |||||||||||||||||||
Common stock per share | $ 2.53 | $ 2.53 | ||||||||||||||||||
Warrant deemed net exercised | 905,774 | 905,774 |
Capitalized Leases - Future Lea
Capitalized Leases - Future Lease Payments (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
2019 | $ 9,573 | |
2020 | 4,308 | |
2021 | 4,308 | |
2022 | 4,737 | |
Total | 22,926 | |
Less amount representing interest | (5,271) | |
Present value of minimum lease payments | 17,655 | |
Less current maturities | (7,501) | $ (5,369) |
Long-term portion | $ 10,154 | $ 12,390 |
Capitalized Leases - Additional
Capitalized Leases - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | ||
Jan. 31, 2013 | Dec. 31, 2018 | Dec. 31, 2017 | |
Dan Road Associates | |||
Capital lease monthly rental payments | $ 87 | ||
Capital lease rental arrears | $ 4,174 | $ 3,950 | |
Percentage of increase in monthly rental payment of capital lease | 10.00% | ||
Description of lessee leasing arrangements, capital leases | The lease terminates on December 31, 2022 with yearly renewals for a five-year period. Rent receipts and payments and the right to use the asset and lease obligation have been eliminated in the consolidated financial statements through May 31, 2017. | ||
85 Dan Road Associates | |||
Capital lease monthly rental payments | $ 70 | ||
Percentage of increase in monthly rental payment of capital lease | 10.00% | ||
Description of lessee leasing arrangements, capital leases | The lease terminates on December 31, 2022 with yearly renewals for a five-year period. Rent receipts and payments and the right to use the asset and lease obligation have been eliminated in the consolidated financial statements through May 31, 2017. | ||
65 Dan Road Associates | |||
Capital lease monthly rental payments | $ 57 | ||
Percentage of increase in monthly rental payment of capital lease | 10.00% | ||
Description of lessee leasing arrangements, capital leases | The lease terminates on December 31, 2022 with yearly renewals for a five-year period. Rent receipts and payments and the right to use the asset and lease obligation have been eliminated in the consolidated financial statements through May 31, 2017. |
Stockholders Equity - Additiona
Stockholders Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Dec. 10, 2018 | Dec. 10, 2018 | Aug. 17, 2018 | Mar. 24, 2017 | Dec. 31, 2018 | Dec. 31, 2017 |
Common Shares, Shares Authorized | 400,000,000 | 81,200,000 | ||||
Common shares, par value (in dollar per share) | $ 0.0001 | $ 0.0001 | ||||
Proceeds from issue of warrants | $ 46,000 | |||||
Conversion of Stock, Shares Converted | 6,502,679 | |||||
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 270 | $ 270 | ||||
Put Options Exercise Price Prior to Second Aniversary | $ 9.28 | |||||
Put options exercise price at closing | 9.28 | |||||
Accretion Expense | 0 | $ 423 | ||||
Proceeds from equity financing, net of issuance costs | $ 46,000 | |||||
Put Option Shares Back Price | $ 9.28 | |||||
Current Liability | ||||||
Redeemable common stock, Carrying amount | 6,762 | |||||
NuTech Medical | ||||||
Business acquisition equity interest number of shares issued | 3,642,746 | |||||
Accretion Expense | $ 0 | $ 423 | ||||
Fair value of common share | $ 3.45 | |||||
Common Class A | ||||||
Common Shares, Shares Authorized | 400,000,000 | |||||
Common shares, par value (in dollar per share) | $ 0.0001 | |||||
Shares Issued During Period, Shares, New Issues | 9,022,741 | 6,538,732 | ||||
Warrants outstanding | 4,100,000 | 4,100,000 | 302,434 | |||
Share-based Compensation, Shares Authorized under Stock Option Plans, Exercise Price Range, Number of Exercisable Options | 33,432,421 | 8,229,517 | ||||
Fair value of common share | $ 8.69 | |||||
Redeemable common stock, Carrying amount | $ 6,762 | |||||
Common Class A | NuTech Medical | ||||||
Business acquisition equity interest number of shares issued | 728,549 | 2,185,647 | ||||
Common Class B | ||||||
Common Shares, Shares Authorized | 20,000,000 | |||||
Common shares, par value (in dollar per share) | $ 0.0001 | |||||
Conversion of Stock, Shares Converted | 1,390,993 | |||||
Preferred Stock | ||||||
Common Shares, Shares Authorized | 1,000,000 | |||||
Common shares, par value (in dollar per share) | $ 0.0001 |
Warrants - Schedule of Outstand
Warrants - Schedule of Outstanding Warrants to Purchase Common Stock (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | |||||||
Dec. 31, 2018 | Apr. 12, 2016 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 10, 2018 | Apr. 28, 2017 | Aug. 31, 2015 | Aug. 31, 2013 | Nov. 03, 2010 | |
Warrants, Date exercisable | Apr. 30, 2021 | ||||||||
Warrants, Number of shares issuable | 17,732,700 | 17,732,700 | 1,561,485 | ||||||
Warrant Exercisable at November 3, 2010 | |||||||||
Warrants, Date exercisable | Nov. 3, 2010 | Nov. 3, 2010 | |||||||
Warrants, Number of shares issuable | 109,620 | 109,620 | 109,620 | 109,620 | |||||
Warrants, Exercise price | $ 3.95 | $ 3.95 | $ 3.95 | $ 3.95 | |||||
Warrants, Exercisable for | Common Stock | Common Stock | |||||||
Warrants, Classification | Equity | Equity | |||||||
Warrants, Expiration | Later of 8/31/2019 or upon repayment of the notes payable | Later of 8/31/2019 or upon repayment of the notes payable | |||||||
Warrant Exercisable at August 31, 2013 | |||||||||
Warrants, Date exercisable | Aug. 31, 2013 | Aug. 31, 2013 | |||||||
Warrants, Number of shares issuable | 36,540 | 36,540 | 36,540 | 36,540 | |||||
Warrants, Exercise price | $ 3.95 | $ 3.95 | $ 3.95 | $ 3.95 | |||||
Warrants, Exercisable for | Common Stock | Common Stock | |||||||
Warrants, Classification | Equity | Equity | |||||||
Warrants, Expiration | Later of 8/31/2019 or upon repayment of the notes payable | Later of 8/31/2019 or upon repayment of the notes payable | |||||||
Warrant Exercisable at August 31, 2015 | |||||||||
Warrants, Date exercisable | Aug. 31, 2015 | Aug. 31, 2015 | |||||||
Warrants, Number of shares issuable | 36,540 | 36,540 | 36,540 | 36,540 | |||||
Warrants, Exercise price | $ 3.95 | $ 3.95 | $ 3.95 | $ 3.95 | |||||
Warrants, Exercisable for | Common Stock | Common Stock | |||||||
Warrants, Classification | Equity | Equity | |||||||
Warrants, Expiration | Later of 8/31/2019 or upon repayment of the notes payable | Later of 8/31/2019 or upon repayment of the notes payable | |||||||
Warrant Exercisable at April 12, 2016 | |||||||||
Warrants, Date exercisable | Apr. 12, 2021 | Apr. 12, 2016 | |||||||
Warrants, Number of shares issuable | 905,774 | 905,774 | |||||||
Warrants, Exercise price | $ 3.58 | $ 3.58 | |||||||
Warrants, Exercisable for | Common Stock | ||||||||
Warrants, Classification | Liability | ||||||||
Warrants, Expiration | April 12, 2021 | ||||||||
Warrant Exercisable at April 27, 2017 | |||||||||
Warrants, Date exercisable | Apr. 27, 2017 | ||||||||
Warrants, Number of shares issuable | 473,011 | 473,011 | |||||||
Warrants, Exercise price | $ 2.53 | $ 2.53 | |||||||
Warrants, Exercisable for | Common Stock | ||||||||
Warrants, Classification | Equity | ||||||||
Warrants, Expiration | Earlier of 4/27/2027 or three years from the effective date of the Company’s filing of an initial underwritten and sale of securities registration statement | ||||||||
Avista Investment Warrant | |||||||||
Warrants, Date exercisable | Dec. 10, 2018 | ||||||||
Warrants, Number of shares issuable | 2,050,000 | 2,050,000 | 4,100,000 | ||||||
Warrants, Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Warrants, Exercisable for | Common Stock | ||||||||
Warrants, Classification | Equity | ||||||||
Warrants, Expiration | December 10, 2023 | ||||||||
Avista Merger Warrant | |||||||||
Warrants, Date exercisable | Dec. 10, 2018 | ||||||||
Warrants, Number of shares issuable | 15,500,000 | 15,500,000 | 31,000,000 | ||||||
Warrants, Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | ||||||
Warrants, Exercisable for | Common Stock | ||||||||
Warrants, Classification | Equity | ||||||||
Warrants, Expiration | December 10, 2023 |
Warrants - Additional informati
Warrants - Additional information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Apr. 12, 2016 | Dec. 31, 2018 | Apr. 28, 2017 | Apr. 12, 2016 | Aug. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 10, 2018 | Aug. 31, 2013 | Nov. 03, 2010 |
Warrants outstanding | 17,732,700 | 17,732,700 | 1,561,485 | |||||||
Risk-free interest rate | 2.73% | 2.05% | ||||||||
Expected dividend yield | 0.00% | 0.00% | ||||||||
Expected volatility | 42.00% | 45.70% | ||||||||
Expected term (in years) | 5 years | 2 years | 5 years 10 months 20 days | 6 years 3 months | ||||||
Warrants, Date exercisable | Apr. 30, 2021 | |||||||||
Common stock, shares issued | 91,261,412 | 91,261,412 | 66,983,138 | |||||||
Warrant Exercisable at November 3, 2010 | ||||||||||
Warrants outstanding | 109,620 | 109,620 | 109,620 | 109,620 | ||||||
Warrants, Exercise price | $ 3.95 | $ 3.95 | $ 3.95 | $ 3.95 | ||||||
Fair value of warrants | $ 97 | |||||||||
Warrants, Date exercisable | Nov. 3, 2010 | Nov. 3, 2010 | ||||||||
Warrant Exercisable at August 31, 2013 | ||||||||||
Warrants outstanding | 36,540 | 36,540 | 36,540 | 36,540 | ||||||
Warrants, Exercise price | $ 3.95 | $ 3.95 | $ 3.95 | $ 3.95 | ||||||
Fair value of warrants | $ 9 | |||||||||
Warrants, Date exercisable | Aug. 31, 2013 | Aug. 31, 2013 | ||||||||
Warrant Exercisable at August 31, 2015 | ||||||||||
Warrants outstanding | 36,540 | 36,540 | 36,540 | 36,540 | ||||||
Warrants, Exercise price | $ 3.95 | $ 3.95 | $ 3.95 | $ 3.95 | ||||||
Fair value of warrants | $ 9 | |||||||||
Risk-free interest rate | 1.74% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Expected volatility | 43.49% | |||||||||
Warrants, Date exercisable | Aug. 31, 2015 | Aug. 31, 2015 | ||||||||
Warrant Exercisable at April 12, 2016 | ||||||||||
Warrants outstanding | 905,774 | 905,774 | 905,774 | |||||||
Warrants, Exercise price | $ 3.58 | $ 3.58 | $ 3.58 | |||||||
Fair value of warrants | $ 464 | $ 464 | ||||||||
Risk-free interest rate | 1.22% | |||||||||
Expected dividend yield | 0.00% | |||||||||
Expected volatility | 41.36% | |||||||||
Warrants, Date exercisable | Apr. 12, 2021 | Apr. 12, 2016 | ||||||||
Common stock, shares issued | 444,041 | |||||||||
Loss recognized on fair value of warrant | $ 469 | $ 1,037 | ||||||||
Warrant Exercisable at April 27, 2017 | ||||||||||
Warrants outstanding | 473,011 | 473,011 | ||||||||
Warrants, Exercise price | $ 2.53 | $ 2.53 | ||||||||
Warrants, Date exercisable | Apr. 27, 2017 | |||||||||
Equity securities | $ 958 | |||||||||
Chance of initial underwritten | 40.00% | |||||||||
Expected volatility, minimum | 44.81% | |||||||||
Expected volatility, maximum | 57.51% | |||||||||
Risk-free interest rate, minimum | 1.73% | |||||||||
Risk-free interest rate, maximum | 2.35% | |||||||||
Warrant Exercisable at April 27, 2017 | Minimum | ||||||||||
Expected term (in years) | 4 years 3 months | |||||||||
Warrant Exercisable at April 27, 2017 | Maximum | ||||||||||
Expected term (in years) | 10 years | |||||||||
Warrant Exercisable at April 27, 2017 | Common Class A [Member] | ||||||||||
Common stock, shares issued | 302,443 | |||||||||
Avista Investment Warrant | ||||||||||
Warrants outstanding | 2,050,000 | 2,050,000 | 4,100,000 | |||||||
Warrants, Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Warrants, Date exercisable | Dec. 10, 2018 | |||||||||
Avista Merger Warrant | ||||||||||
Warrants outstanding | 15,500,000 | 15,500,000 | 31,000,000 | |||||||
Warrants, Exercise price | $ 11.50 | $ 11.50 | $ 11.50 | |||||||
Warrants, Date exercisable | Dec. 10, 2018 |
Stock Options - Additional Info
Stock Options - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Common stock options outstanding | 7,266,715 | 7,150,214 | |
Common stock options granted | 248,567 | ||
Weighted average grant-date fair value | $ 2.39 | $ 1.62 | |
Fair value of option vested | $ 963 | $ 1,070 | |
Unrecognized stock compensation expense | $ 1,733 | ||
Share-based compensation expected to be recognized over a weighted-average period | 2 years 9 months 7 days | ||
Exercise of stock options | 55,402 | ||
Secured Debt | $ 635 | 635 | |
Number of Shares Issues as Collateral for Secured Debt | 675,990 | ||
2018 Stock Incentive Plan | |||
Stock option expiration period | 10 years | ||
2018 Stock Incentive Plan | Minimum | |||
Stock option granted vesting period | 4 years | ||
2018 Stock Incentive Plan | Maximum | |||
Stock option granted vesting period | 5 years | ||
2003 Stock Incentive Plan | |||
Stock option expiration period | 10 years | ||
2003 Stock Incentive Plan | Selling, General and Administrative Expenses | |||
Share-based compensation expense | $ 1,075 | $ 919 | $ 473 |
Common Class A | Executive Officer | |||
Exercise of stock options | 7,176,715 | ||
Common Class A | 2018 Stock Incentive Plan | |||
Common stock options authorized | 9,198,996 | ||
Common stock options outstanding | 90,000 | ||
Common Class A | 2003 and 2018 Stock Incentive Plan | |||
Common stock options granted | 248,567 | 895,194 |
Stock Options - Schedule of Fai
Stock Options - Schedule of Fair Value of Stock Options Granted to Employees and Directors (Detail) - $ / shares | 1 Months Ended | 12 Months Ended | ||
Apr. 12, 2016 | Aug. 31, 2015 | Dec. 31, 2018 | Dec. 31, 2017 | |
Risk-free interest rate | 2.73% | 2.05% | ||
Expected term (in years) | 5 years | 2 years | 5 years 10 months 20 days | 6 years 3 months |
Expected volatility | 42.00% | 45.70% | ||
Expected dividend yield | 0.00% | 0.00% | ||
Exercise price | $ 5.99 | $ 3.45 | ||
Fair value of common share | $ 5.82 | $ 3.45 |
Stock Options - Summary of Stoc
Stock Options - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Number of Shares Outstanding | 7,150,214 | |
Number of Shares Granted | 248,567 | |
Number of Shares Cancelled / forfeited | (76,664) | |
Number of Shares Exercised | (55,402) | |
Number of Shares Outstanding | 7,266,715 | 7,150,214 |
Number of Shares Options Exercisable | 5,396,880 | |
Number of Shares Options vested or expected to vest | 6,948,699 | |
Weighted Average Exercise Price Outstanding | $ 1.77 | |
Weighted Average Exercise Price Granted | 5.99 | |
Weighted Average Exercise Price Cancelled / forfeited | 1.55 | |
Weighted Average Exercise Price Exercised | ||
Weighted Average Exercise Price Outstanding | 1.91 | $ 1.77 |
Weighted Average Exercise Price Options Exercisable | 1.53 | |
Weighted Average Exercise Price Options Vested or Expected to Vest | $ 1.82 | |
Weighted Average Remaining Contractual Term (in years) Outstanding | 6 years 6 months | 6 years 8 months 12 days |
Weighted Average Remaining Contractual Term (in years) Options Exercisable | 5 years 2 months 16 days | |
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest | 5 years 9 months 4 days | |
Aggregate Intrinsic Value Outstanding | $ 33,976 | $ 24,581 |
Aggregate Intrinsic Value Options Exercisable | 27,280 | |
Aggregate Intrinsic Value Options Vested or Expected to Vest | $ 33,096 |
Royalties - Additional Informat
Royalties - Additional Information (Detail) - USD ($) | 1 Months Ended | 12 Months Ended | |||
Apr. 30, 2019 | Jul. 31, 2018 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
NuTech Medical | |||||
Consulting service and royalty payment term | 15 years | ||||
NuTech Medical | Selling, General and Administrative Expenses | |||||
Royalty expense | $ 77,000 | $ 25,000 | |||
License Agreement with Pharmaceutical Company | |||||
Royalty expense | 253,000 | 292,000 | $ 287,000 | ||
License Agreement with University | |||||
Royalty expense | 0 | 0 | |||
License Agreement with University | Accrued expense | |||||
Accrued royalties | 1,187,000 | 1,187,000 | |||
License Agreement with Third Party | |||||
Maintainance cost of underlying patents | $ 200,000 | ||||
License Agreement with Third Party | Scenario Forecast | |||||
Additional payment for maintainance cost of patents | $ 150,000 | ||||
License Agreement with Third Party | Selling, General and Administrative Expenses | |||||
Royalty expense | $ 2,059,000 | $ 3,122,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Federal corporate income tax rate | 21.00% | 35.00% | 35.00% |
Tax adjustment provision | $ 19,761 | ||
Operating loss carryforwards research and development credit | $ 878 | ||
Deferred tax assets valuation allowance | 47,186 | 32,971 | |
Decrease in valuation allowance | 14,215 | ||
Net deferred tax asset, AMT credit | 238 | ||
Unrecognized tax benefits | $ 3,722 | 3,801 | $ 3,802 |
Description of tax benefits upon ultimate settlement | The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. | ||
Income tax penalities and interest expense | $ 209 | $ 159 | |
Percentage of alternative minimum tax deferred tax asset reclasified | 50.00% | ||
Domestic Tax Authority | |||
Operating loss carryforwards | $ 165,256 | ||
Domestic Tax Authority | Minimum | |||
Operating loss carryforwards expiration term | Dec. 31, 2019 | ||
Tax credit carryforward expiration term | Dec. 31, 2019 | ||
Domestic Tax Authority | Maximum | |||
Operating loss carryforwards expiration term | Dec. 31, 2038 | ||
Tax credit carryforward expiration term | Dec. 31, 2038 | ||
State and Local Jurisdiction | |||
Operating loss carryforwards | $ 56,991 | ||
State and Local Jurisdiction | Minimum | |||
Operating loss carryforwards expiration term | Dec. 31, 2020 | ||
State and Local Jurisdiction | Maximum | |||
Operating loss carryforwards expiration term | Dec. 31, 2038 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Current tax expense | |||||||||||
Federal | $ (212) | ||||||||||
State | 101 | $ 214 | $ 65 | ||||||||
Foreign | 9 | 62 | |||||||||
Total current tax expense (benefit) | (102) | 276 | 65 | ||||||||
Deferred tax expense (benefit) | |||||||||||
Federal | 212 | (6,401) | |||||||||
State | (900) | ||||||||||
Foreign | (26) | ||||||||||
Total deferred tax expense (benefit) | 186 | (7,301) | |||||||||
Total income tax expense (benefit) | $ 2 | $ 27 | $ 27 | $ 28 | $ (233) | $ 47 | $ (156) | $ (6,683) | $ 84 | $ (7,025) | $ 65 |
Income Taxes - Component of Com
Income Taxes - Component of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2018 | Dec. 31, 2017 |
Net operating loss carryforwards | ||
Federal | $ 34,707 | $ 26,725 |
State | 3,208 | 1,327 |
Foreign | 26 | |
Capitalized research and development | 101 | |
Other | 12,219 | 8,706 |
Stock-based compensation | 29 | 293 |
Fresh start and intangible assets acquired | (2,765) | (3,757) |
Net deferred tax assets before valuation allowance | 47,424 | 33,395 |
Valuation allowance | (47,186) | (32,971) |
Net deferred tax assets | $ 238 | $ 424 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
U.S. federal statutory income tax rate | 21.00% | 35.00% | 35.00% |
Tax reform act | (134.40%) | ||
State income taxes, net of federal benefit | (18.40%) | 147.50% | (30.90%) |
Foreign rate differential | (3.90%) | 3.00% | (3.60%) |
Research and development tax credits | 3.50% | 2.30% | 2.50% |
Nondeductible expenses | (2.30%) | (6.80%) | (3.20%) |
Noncontrolling interest | 2.20% | ||
Uncertain tax position reserves | (0.10%) | (0.50%) | (0.20%) |
Effective income tax rate | (0.20%) | 48.30% | (0.40%) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Gross balance at beginning of year | $ 3,486 | $ 3,663 | $ 3,417 |
Additions based on tax positions related to the current period | 157 | 231 | 325 |
Reductions for tax positions of prior years | (357) | (408) | (79) |
Gross balance at end of year | $ 3,286 | $ 3,486 | $ 3,663 |
Net Loss Per Share - Basic and
Net Loss Per Share - Basic and diluted net loss per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Numerator: | |||||||||||
Net loss | $ (9,255) | $ (13,078) | $ (20,010) | $ (22,488) | $ (4,428) | $ (5,403) | $ (242) | $ 1,685 | $ (64,831) | $ (7,525) | $ (14,766) |
Less: Net income attributable to non-controlling interests | $ 273 | $ 590 | 863 | 2,221 | |||||||
Less: Accretion of redeemable common shares | 423 | ||||||||||
Net loss attributable to Organogenesis Holdings Inc | $ (64,831) | $ (8,811) | $ (16,987) | ||||||||
Denominator: | |||||||||||
Weighted average common shares outstanding — basic and diluted | 76,952,174 | 69,496,279 | 66,361,998 | 64,320,931 | 69,318,456 | 63,876,767 | 63,196,067 | ||||
Net loss per share — basic and diluted | $ (0.12) | $ (0.19) | $ (0.30) | $ (0.35) | $ (0.94) | $ (0.14) | $ (0.27) |
Net Loss Per Share - Schedule o
Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 25,727,964 | 9,440,248 | 6,716,355 |
Employee Stock Option | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,266,715 | 7,150,214 | 5,627,881 |
Redeemable Common Stock | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 728,549 | 728,549 | |
Warrant | |||
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 17,732,700 | 1,561,485 | 1,088,474 |
Product and Geographic Sales -
Product and Geographic Sales - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Total revenue | $ 63,599 | $ 50,769 | $ 43,552 | $ 35,529 | $ 53,142 | $ 51,458 | $ 54,071 | $ 39,837 | $ 193,449 | $ 198,508 | $ 138,732 |
Advanced Wound Care | |||||||||||
Total revenue | 164,332 | 178,896 | 138,732 | ||||||||
Surgical and Sports Medicine | |||||||||||
Total revenue | $ 29,117 | $ 19,612 |
Product and Geographic Sales _2
Product and Geographic Sales - Additional Information (Detail) | 12 Months Ended | ||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Sales Revenue | |||
Product Information [Line Items] | |||
Concentration Risk, Percentage | 1.00% | 1.00% | 1.00% |
Commitments and Contingencies_2
Commitments and Contingencies (Schedule Of Operating Leased Assets) (Detail) $ in Thousands | Dec. 31, 2018USD ($) |
2019 | $ 4,530 |
2020 | 3,937 |
2021 | 3,209 |
2022 | 446 |
Total | $ 12,122 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | Dec. 31, 2020 | |
Accrued Legal Expenses | $ 1,000 | $ 1,000 | ||
Operating Leases, Rent Expense | 1,554 | 1,764 | $ 2,451 | |
Operating Lease, Expense | 2,834 | 2,276 | $ 1,735 | |
Business Combination Contingent Consideration Liability Accrued Interest | 618 | 318 | ||
Scenario, Forecast [Member] | ||||
Under the lease, the Company is required to make monthly rental payments | $ 21 | |||
NuTech Medical [Member] | ||||
Under the lease, the Company is required to make monthly rental payments | 20 | |||
As of December 31, 2018, the Company has paid | 2,500 | |||
The amount, if any, of the remaining $5,000 of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical is currently in dispute. | 5,000 | |||
Business Combination Deferred Consideration | 7,500 | |||
Operating Leases, Rent Expense | $ 240 | $ 180 |
Related Party-Additional Inform
Related Party-Additional Information (Detail) - NuTech Medical [Member] $ in Thousands | 1 Months Ended |
Mar. 24, 2017USD ($)shares | |
Company purchased NuTech Medical from its sole shareholder for approximately | $ 12,000 |
Deferred acquisition consideration | $ 7,500 |
Company's Class A common stock issued to the sole shareholder | shares | 3,642,746 |
Under the lease, the Company is required to make monthly rent payments of approximately | $ 20 |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2018 | Dec. 31, 2017 | |
Company made employer contributions | $ 1,883 | $ 1,006 |
Company is required to make matching contributions | 3.00% |
Quarterly Financial Informati_2
Quarterly Financial Information (unaudited) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |||||||||
Dec. 31, 2018 | Sep. 30, 2018 | Jun. 30, 2018 | Mar. 31, 2018 | Dec. 31, 2017 | Sep. 30, 2017 | Jun. 30, 2017 | Mar. 31, 2017 | Dec. 31, 2018 | Dec. 31, 2017 | Dec. 31, 2016 | |
Net revenue | $ 63,599 | $ 50,769 | $ 43,552 | $ 35,529 | $ 53,142 | $ 51,458 | $ 54,071 | $ 39,837 | $ 193,449 | $ 198,508 | $ 138,732 |
Cost of goods sold | 17,510 | 19,477 | 17,300 | 14,521 | 16,422 | 16,087 | 15,406 | 13,305 | 68,808 | 61,220 | 48,201 |
Gross profit | 46,089 | 31,292 | 26,252 | 21,008 | 36,720 | 35,371 | 38,665 | 26,532 | 124,641 | 137,288 | 90,531 |
Operating expenses: | |||||||||||
Selling, general and administrative | 47,478 | 38,583 | 37,735 | 38,165 | 36,387 | 35,662 | 33,716 | 27,952 | 161,961 | 133,717 | 93,029 |
Research and development | 3,091 | 2,779 | 2,048 | 2,824 | 2,735 | 2,325 | 2,454 | 1,551 | 10,742 | 9,065 | 6,277 |
Write-off of deferred offering costs | 3,494 | 3,494 | |||||||||
Total operating expenses | 50,569 | 41,362 | 43,277 | 40,989 | 39,122 | 37,987 | 36,170 | 29,503 | |||
Loss from operations | (4,480) | (10,070) | (17,025) | (19,981) | (2,402) | (2,616) | 2,495 | (2,971) | (51,556) | (5,494) | (8,775) |
Other income (expense), net: | |||||||||||
Interest expense | (2,663) | (2,960) | (2,801) | (2,429) | (2,283) | (2,233) | (2,031) | (1,592) | (10,853) | (8,139) | (5,627) |
Interest income | 5 | 20 | 20 | 19 | 28 | 28 | 35 | 38 | 64 | 129 | 153 |
Change in fair value of warrants | (170) | (50) | (175) | (74) | (53) | (534) | (505) | 55 | (469) | (1,037) | (737) |
Loss on the extinguishment of debt | (2,095) | (2,095) | |||||||||
Other expense, net | 150 | 9 | (2) | 5 | 49 | (1) | (119) | 62 | 162 | (9) | 285 |
Total other income (expense), net | (4,773) | (2,981) | (2,958) | (2,479) | (2,259) | (2,740) | (2,620) | (1,437) | (13,191) | (9,056) | (5,926) |
Net loss before income taxes | (9,253) | (13,051) | (19,983) | (22,460) | (4,661) | (5,356) | (125) | (4,408) | (64,747) | (14,550) | (14,701) |
Income tax expense | (2) | (27) | (27) | (28) | 233 | (47) | 156 | 6,683 | (84) | 7,025 | (65) |
Net loss attributable to Organogenesis Holdings Inc. | (9,255) | (13,078) | (20,010) | (22,488) | (4,428) | (5,403) | 31 | 2,275 | (64,831) | (8,388) | (16,987) |
Net income attributable to non-controlling interest in affiliates | 273 | 590 | 863 | 2,221 | |||||||
Net loss attributable to Organogenesis Holdings Inc. | $ (9,255) | $ (13,078) | $ (20,010) | $ (22,488) | $ (4,428) | $ (5,403) | $ (242) | $ 1,685 | $ (64,831) | $ (7,525) | $ (14,766) |
Net loss per share attributable to Organogenesis Holdings Inc.—basic and diluted | $ (0.12) | $ (0.19) | $ (0.30) | $ (0.35) | $ (0.94) | $ (0.14) | $ (0.27) | ||||
Net (loss) income per share attributable to Organogenesis Holdings Inc.—basic | $ (0.07) | $ (0.08) | $ 0 | $ 0.02 | |||||||
Net (loss) income per share attributable to Organogenesis Holdings Inc.—diluted | $ (0.07) | $ (0.08) | $ 0 | $ 0.02 | |||||||
Weighted average common shares outstanding—basic and diluted | 76,952,174 | 69,496,279 | 66,361,998 | 64,320,931 | 69,318,456 | 63,876,767 | 63,196,067 | ||||
Weighted average common shares outstanding—basic | 64,121,501 | 64,040,527 | 64,022,549 | 63,311,814 | |||||||
Weighted average common shares outstanding—diluted | 64,121,501 | 64,040,527 | 64,022,549 | 66,670,850 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) | Mar. 15, 2019USD ($) | Mar. 13, 2019USD ($)ft² | Dec. 31, 2019USD ($) | Sep. 30, 2019USD ($) | Jun. 30, 2019USD ($) | Mar. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Sep. 30, 2018USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Sep. 30, 2017USD ($) | Jun. 30, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Mar. 14, 2019USD ($) | Apr. 30, 2018USD ($) |
Revenues | $ 63,599,000 | $ 50,769,000 | $ 43,552,000 | $ 35,529,000 | $ 53,142,000 | $ 51,458,000 | $ 54,071,000 | $ 39,837,000 | $ 193,449,000 | $ 198,508,000 | $ 138,732,000 | ||||||||
Annual lease payments during the first year | 9,573,000 | 9,573,000 | |||||||||||||||||
Termination fee amount | $ 0 | ||||||||||||||||||
Borrowing Amount | $ 26,484,000 | $ 17,618,000 | $ 26,484,000 | $ 17,618,000 | |||||||||||||||
Debt Instrument, Covenant Description | maintain Minimum Liquidity (as defined in the New Credit Agreement) equal to the greater of (i) 6 months Monthly Burn (as defined in the New Credit Agreement) and (ii) $10,000. | ||||||||||||||||||
Term Loan | |||||||||||||||||||
Maximum Borrowing Capacity | $ 35,000,000 | ||||||||||||||||||
Loan Agreement | |||||||||||||||||||
Unpaid Principal Amount | $ 0 | ||||||||||||||||||
Revolving Credit Facility | |||||||||||||||||||
Maximum Borrowing Capacity | 30,000,000 | ||||||||||||||||||
Revolving Credit Facility | Term Loan | |||||||||||||||||||
Maximum Borrowing Capacity | $ 5,000,000 | ||||||||||||||||||
Subsequent Event | |||||||||||||||||||
Revenues | $ 221,250,000 | $ 231,500,000 | $ 221,250,000 | $ 213,500,000 | 200,000,000 | ||||||||||||||
Office and laboratory space | ft² | 43,850 | ||||||||||||||||||
Lessee, Finance Lease, Term of Contract | 10 years | ||||||||||||||||||
Lease renewal term | 10 years | ||||||||||||||||||
Annual lease payments during the first year | $ 1,052,000 | ||||||||||||||||||
Annual lease payments ten year lease term | 44,000 | ||||||||||||||||||
Annual lease payments five year lease term | 33,000 | ||||||||||||||||||
Security Deposit | 526,000 | ||||||||||||||||||
Reduce in security deposit | $ 263,000 | ||||||||||||||||||
Covenant terms | Borrower’s achievement of trailing twelve month revenue of at least $221,250 and a trailing three month EBITDA (as defined in the Loan Agreement) loss not in excess of $5,000; | ||||||||||||||||||
Additional Payment in Aggregate of the Principal Amount Percentage | 6.25% | ||||||||||||||||||
Non-refundable facility fee | $ 500,000 | ||||||||||||||||||
Termination fee amount | $ 0 | ||||||||||||||||||
Percentage Available For Revolving Commitments | 25.00% | ||||||||||||||||||
Unused Line Fee | 0.25% | ||||||||||||||||||
Lease term of contract | 5 years | ||||||||||||||||||
Subsequent Event | Credit Agreement | |||||||||||||||||||
Unpaid Principal Amount | 0 | ||||||||||||||||||
Accrued Interest | 0 | ||||||||||||||||||
Subsequent Event | ML Agreement | |||||||||||||||||||
Accrued Interest | 0 | ||||||||||||||||||
Early Termination Penalty | 0 | ||||||||||||||||||
Subsequent Event | Repaid Before One year | |||||||||||||||||||
Termination fee Percentage | 4.00% | ||||||||||||||||||
Subsequent Event | Repaid After One year Before Two Years | |||||||||||||||||||
Termination fee Percentage | 3.00% | ||||||||||||||||||
Subsequent Event | Repaid After Two years | |||||||||||||||||||
Termination fee Percentage | 2.00% | ||||||||||||||||||
Subsequent Event | Term Loan | |||||||||||||||||||
Description of term loan interest rate | interest rate equal to 3.75% above the Wall Street Journal Prime Rate | ||||||||||||||||||
Subsequent Event | Term Loan | Repaid Before One year | |||||||||||||||||||
Termination fee Percentage | 3.00% | ||||||||||||||||||
Subsequent Event | Term Loan | Repaid After One year Before Two Years | |||||||||||||||||||
Termination fee Percentage | 2.00% | ||||||||||||||||||
Subsequent Event | Term Loan | Repaid After Two years | |||||||||||||||||||
Termination fee Percentage | 1.00% | ||||||||||||||||||
Subsequent Event | Term Loan | Repayment thereafter | |||||||||||||||||||
Termination fee Percentage | 0.00% | ||||||||||||||||||
Subsequent Event | Loan Agreement | |||||||||||||||||||
Maximum Borrowing Capacity | $ 100,000,000 | ||||||||||||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | ||||||||||||||||||
Non-refundable facility fee | $ 100,000 | ||||||||||||||||||
Subsequent Event | Loan Agreement | Maximum | |||||||||||||||||||
Increase or decrease in tranche | $ 20,000,000 | ||||||||||||||||||
Subsequent Event | Loan Agreement | Minimum | |||||||||||||||||||
Increase or decrease in tranche | $ 10,000,000 | ||||||||||||||||||
Subsequent Event | Revolving Credit Facility | |||||||||||||||||||
Borrowing Amount | $ 40,000,000 | ||||||||||||||||||
Subsequent Event | Tranche One | Loan Agreement | |||||||||||||||||||
Maximum Borrowing Capacity | $ 40,000,000 | ||||||||||||||||||
Subsequent Event | Tranche Two | Loan Agreement | |||||||||||||||||||
Maximum Borrowing Capacity | 10,000,000 | ||||||||||||||||||
Expiration Date | Sep. 30, 2019 | ||||||||||||||||||
Subsequent Event | Tranche Three | Loan Agreement | |||||||||||||||||||
Maximum Borrowing Capacity | $ 10,000,000 | ||||||||||||||||||
Expiration Date | Mar. 31, 2020 |