Cover Page
Cover Page - USD ($) $ in Millions | 12 Months Ended | ||
Dec. 31, 2020 | Feb. 28, 2021 | Jun. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2020 | ||
Document Fiscal Year Focus | 2020 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | Organogenesis Holdings Inc. | ||
Entity Central Index Key | 0001661181 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Public Float | $ 43.3 | ||
Trading Symbol | ORGO | ||
Entity Shell Company | false | ||
Entity Emerging Growth Company | true | ||
Entity Ex Transition Period | false | ||
Entity Small Business | true | ||
Entity Address, State or Province | MA | ||
Title of 12(b) Security | Class A Common Stock | ||
Security Exchange Name | NASDAQ | ||
Entity Common Stock, Shares Outstanding | 127,985,190 | ||
ICFR Auditor Attestation Flag | false |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 84,394 | $ 60,174 |
Restricted cash | 412 | 196 |
Accounts receivable, net | 56,804 | 39,359 |
Inventory | 27,799 | 22,918 |
Prepaid expenses and other current assets | 4,935 | 2,953 |
Total current assets | 174,344 | 125,600 |
Property and equipment, net | 60,068 | 47,184 |
Notes receivable from related parties | 0 | 556 |
Intangible assets, net | 30,622 | 20,797 |
Goodwill | 28,772 | 25,539 |
Deferred tax asset, net | 18 | 127 |
Other assets | 670 | 884 |
Total assets | 294,494 | 220,687 |
Current liabilities: | ||
Deferred acquisition consideration | 483 | 5,000 |
Current portion of term loan | 16,666 | |
Current portion of capital lease obligations | 3,619 | 3,057 |
Current portion of deferred rent and lease incentive obligation | 95 | |
Accounts payable | 23,381 | 28,387 |
Accrued expenses and other current liabilities | 23,973 | 23,450 |
Total current liabilities | 68,217 | 59,894 |
Line of credit | 10,000 | 33,484 |
Term loan, net of current portion | 43,044 | 49,634 |
Deferred acquisition consideration, net of current portion | 1,436 | |
Earnout liability | 3,985 | |
Deferred rent and lease incentive obligation, net of current portion | 2,315 | 1,012 |
Capital lease obligations, net of current portion | 11,442 | 14,431 |
Other liabilities | 7,971 | 6,649 |
Total liabilities | 148,410 | 165,104 |
Commitments and contingencies (Note 18) | ||
Stockholders' equity: | ||
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued | ||
Common stock, $0.0001 par value; 400,000,000 shares authorized; 128,460,381 and 105,599,434 shares issued; 127,731,833 and 104,870,886 shares outstanding at December 31, 2020 and 2019, respectively. | 13 | 10 |
Additional paid-in capital | 299,129 | 226,580 |
Accumulated deficit | (153,058) | (171,007) |
Total stockholders' equity | 146,084 | 55,583 |
Total liabilities and stockholders' equity | $ 294,494 | $ 220,687 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Preferred stock, par value | $ 0.0001 | $ 0.0001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Common stock, par value | $ 0.0001 | $ 0.0001 |
Common stock, shares authorized | 400,000,000 | 400,000,000 |
Common stock, shares issued | 128,460,381 | 105,599,434 |
Common stock, shares outstanding | 127,731,833 | 104,870,886 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Statement [Abstract] | |||
Net revenue | $ 338,298 | $ 260,981 | $ 193,449 |
Cost of goods sold | 87,319 | 75,948 | 68,808 |
Gross profit | 250,979 | 185,033 | 124,641 |
Operating expenses: | |||
Selling, general and administrative | 203,478 | 199,693 | 161,961 |
Research and development | 20,086 | 14,799 | 10,742 |
Write-off of deferred offering costs | 3,494 | ||
Total operating expenses | 223,564 | 214,492 | 176,197 |
Income (loss) from operations | 27,415 | (29,459) | (51,556) |
Other expense, net: | |||
Interest expense, net | (11,279) | (8,996) | (10,789) |
Change in fair value of warrants | (469) | ||
Gain on settlement of deferred acquisition consideration | 2,246 | ||
Loss on the extinguishment of debt | (1,862) | (2,095) | |
Other income, net | 97 | 13 | 162 |
Total other expense, net | (8,936) | (10,845) | (13,191) |
Net income (loss) before income taxes | 18,479 | (40,304) | (64,747) |
Income tax expense | (530) | (150) | (84) |
Net income (loss) | 17,949 | (40,454) | (64,831) |
Non-cash deemed dividend to warrant holders | (645) | ||
Net income (loss) attributed to common shareholders | $ 17,949 | $ (41,099) | $ (64,831) |
Net income (loss) attributed to common shareholders, per share: | |||
Basic | $ 0.17 | $ (0.44) | $ (0.94) |
Diluted | $ 0.16 | $ (0.44) | $ (0.94) |
Weighted-average common shares outstanding | |||
Basic | 107,737,936 | 92,840,401 | 69,318,456 |
Diluted | 111,360,831 | 92,840,401 | 69,318,456 |
CONSOLIDATED STATEMENTS OF REDE
CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Revision of Prior Period, Accounting Standards Update, Adjustment [Member] | Redeemable Common Stock | Common Stock | Additional Paid-in Capital | Accumulated Deficit | Accumulated DeficitRevision of Prior Period, Accounting Standards Update, Adjustment [Member] |
Balance at Dec. 31, 2017 | $ (15,317) | $ 6,762 | $ 6 | $ 50,086 | $ (65,409) | ||
Balance (in shares) at Dec. 31, 2017 | 728,548 | 66,983,139 | |||||
Proceeds from equity financing, net of issuance costs of $270 | 91,730 | $ 2 | 91,728 | ||||
Proceeds from equity financing, net of issuance costs of $270 (in shares) | 15,561,473 | ||||||
Exercise of stock options | 119 | 119 | |||||
Exercise of stock options (in shares) | 76,654 | ||||||
Stock-based compensation expense | 1,075 | 1,075 | |||||
Recapitalization costs | (11,206) | (11,206) | |||||
Exercise of common stock warrants | 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 | ||||
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 | ||||||
Notification of exercise of put option of redeemable common stock | $ (6,762) | ||||||
Net income (loss) | (64,831) | (64,831) | |||||
Balance at Dec. 31, 2018 | 47,041 | $ 332 | $ 9 | 177,272 | (130,240) | $ 332 | |
Balance (in shares) at Dec. 31, 2018 | 728,548 | 91,261,413 | |||||
Exercise of stock options | 269 | 269 | |||||
Exercise of stock options (in shares) | 152,133 | ||||||
Stock-based compensation expense | 936 | 936 | |||||
Exercise of common stock warrants | 628 | 628 | |||||
Exercise of common stock warrants (in shares) | 74,052 | ||||||
Common stock issued in warrant exchange | 645 | (645) | |||||
Common stock issued in warrant exchange (shares) | 3,315,232 | ||||||
Redemption of redeemable common stock placed into treasury (in shares) | (728,548) | ||||||
Shares issued in the underwritten public offering | 46,831 | $ 1 | 46,830 | ||||
Shares issued in the underwritten public offering (in shares) | 10,068,056 | ||||||
Net income (loss) | (40,454) | (40,454) | |||||
Balance at Dec. 31, 2019 | $ 55,583 | $ 10 | 226,580 | (171,007) | |||
Balance (in shares) at Dec. 31, 2019 | 104,870,886 | 104,870,886 | |||||
Issuance of common stock associated with business acquisition | $ 7,986 | 7,986 | |||||
Issuance of common stock associated with business acquisition (in shares) | 1,947,953 | ||||||
Exercise of stock options | $ 2,823 | $ 1 | 2,822 | ||||
Exercise of stock options (in shares) | 1,476,998 | 996,286 | |||||
Stock-based compensation expense | $ 1,661 | 1,661 | |||||
Shares issued in the underwritten public offering | 60,082 | $ 2 | 60,080 | ||||
Shares issued in the underwritten public offering (in shares) | 19,916,708 | ||||||
Net income (loss) | 17,949 | 17,949 | |||||
Balance at Dec. 31, 2020 | $ 146,084 | $ 13 | $ 299,129 | $ (153,058) | |||
Balance (in shares) at Dec. 31, 2020 | 127,731,833 | 127,731,833 |
CONSOLIDATED STATEMENTS OF RE_2
CONSOLIDATED STATEMENTS OF REDEEMABLE COMMON STOCK AND STOCKHOLDERS' EQUITY (DEFICIT) (Parenthetical) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Issuance costs | $ 4,647 | $ 3,510 | $ 270 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 17,949 | $ (40,454) | $ (64,831) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |||
Depreciation | 3,723 | 3,388 | 3,309 |
Amortization of intangible assets | 3,745 | 6,043 | 3,669 |
Non-cash interest expense | 236 | 243 | 845 |
Deferred interest expense | 2,133 | 1,446 | 249 |
Deferred rent expense and lease incentive obligation | 1,273 | 882 | 56 |
Gain on settlement of deferred acquisition consideration | (2,246) | ||
Recovery of certain notes receivable from related parties | (1,516) | ||
Deferred tax expense | 112 | 111 | 186 |
Loss on disposal of property and equipment | 201 | 146 | 1,209 |
Write-off of deferred offering costs | 3,494 | ||
Provision recorded for sales returns and doubtful accounts | 2,441 | 239 | 1,157 |
Adjustment for excess and obsolete inventories | 3,050 | 1,297 | 2,473 |
Stock-based compensation | 1,661 | 936 | 1,075 |
Change in fair value of warrant liability | 469 | ||
Loss of extinguishment of debt | 1,862 | 2,095 | |
Change in fair value of Earnout liability | 203 | ||
Changes in fair value of forfeiture rights | 589 | ||
Changes in operating assets and liabilities: | |||
Accounts receivable | (18,825) | (4,691) | (7,110) |
Inventory | (6,700) | (11,063) | (1,524) |
Prepaid expenses and other current assets | (971) | (625) | (1,414) |
Accounts payable | (635) | 4,700 | (60) |
Accrued expenses and other current liabilities | 1,443 | 2,942 | 2,354 |
Accrued interest - affiliate debt | (9,241) | ||
Other liabilities | (476) | (930) | 316 |
Net cash provided by (used in) operating activities | 6,801 | (33,528) | (60,635) |
Cash flows from investing activities: | |||
Purchases of property and equipment | (21,145) | (5,984) | (1,857) |
Proceeds from the repayment of notes receivable from related parties | 2,132 | ||
Cash paid for business acquisition | (5,820) | ||
Acquisition of intangible asset | (250) | ||
Proceeds from disposal of property and equipment | 1 | ||
Net cash used in investing activities | (24,833) | (6,234) | (1,856) |
Cash flows from financing activities: | |||
Line of credit borrowings (repayments), net | (23,484) | 7,000 | 8,866 |
Proceeds from term loan | 10,000 | 50,000 | |
Proceeds from long-term debt - affiliates | 15,000 | ||
Proceeds from equity financing | 64,729 | 50,340 | 92,000 |
Payment of equity issuance costs | (5,656) | (2,973) | (270) |
Payment of recapitalization costs | (11,206) | ||
Repayment of debt and debt issuance cost on affiliate debt | (22,680) | ||
Repayment of notes payable | (17,585) | (10) | |
Principal repayments of capital lease obligations | (2,427) | (1,266) | (104) |
Redemption of redeemable common stock placed into treasury | (6,762) | ||
Proceeds from the exercise of stock options | 2,823 | 269 | 119 |
Proceeds from the exercise of common stock warrants | 628 | ||
Payments of deferred acquisition consideration | (3,517) | ||
Payment of debt issuance costs | (924) | (177) | |
Net cash provided by financing activities | 42,468 | 78,727 | 81,538 |
Change in cash and restricted cash | 24,436 | 38,965 | 19,047 |
Cash and restricted cash, beginning of year | 60,370 | 21,405 | 2,358 |
Cash and restricted cash, end of year | 84,806 | 60,370 | 21,405 |
Supplemental disclosure of cash flow information: | |||
Cash paid for interest | 9,609 | 8,148 | 5,423 |
Cash paid for income taxes | 61 | 49 | 8 |
Supplemental disclosure of non-cash investing and financing activities: | |||
Reimbursement of offering expenses included in prepaid expenses and other current assets | 1,009 | 0 | |
Fair value of shares issued for business acquisition | 7,986 | ||
Deferred acquisition consideration and earnout liability recorded for business acquisition | 5,218 | ||
Fair value of shares issued in connection with investor debt settlement | 42,764 | ||
Fair value of shares issued in connection with settlement of investor warrants | 2,707 | ||
Common stock issued in exchange for APHAC shares | 1 | ||
Notice of put option exercise of redeemable common shares | 6,762 | ||
Non-cash deemed dividend related to warrant exchange | 645 | ||
Equity issuance costs included in accounts payable | 537 | ||
Purchases of property and equipment in accounts payable and accrued expenses | $ 2,391 | 4,014 | $ 172 |
Acquisition of intangible assets included in accrued expenses and other liabilities | 500 | ||
Equipment acquired under capital lease | $ 1,099 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 12 Months Ended |
Dec. 31, 2020 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Organogenesis Holdings Inc. (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. Several of the existing and pipeline products in the Company’s portfolio have Premarket Application (“PMA”) approval, Business License Applicant (“BLA”) approval or Premarket Notification 510(k) clearance from the United States Food and Drug Administration (“FDA”). The Company’s customers include hospitals, wound care centers, government facilities, ambulatory service centers (“ASCs”) and physician offices. The Company has one operating and reportable segment. COVID-19 pandemic The emergence of the coronavirus (COVID-19) around the world, and particularly in the United States, continues to present significant risks to the Company. While the COVID-19 pandemic has not materially adversely affected the Company’s financial results and business operations through the year ended December 31, 2020, the Company is unable to predict the impact that COVID-19 will have on its financial position and operating results because of the numerous uncertainties created by the unprecedented nature of the pandemic. The public health actions being undertaken to reduce the spread of the virus, and that may have to be undertaken again in the event of a resurgence of the virus, may create significant disruptions to the Company with respect to: (i) the demand for its products, (ii) the ability of its sales representatives to reach healthcare customers, (iii) its ability to maintain staffing levels to support its operations, (iv) its ability to continue to manufacture certain of its products, (v) the reliability of its supply chain and (vi) its ability to achieve the financial covenants required under the 2019 Credit Agreement (see Note “13. Long-Term Debt Obligations”). The extent to which the COVID-19 pandemic may impact the Company’s business will depend on future developments, which are highly uncertain and cannot be predicted with confidence, such as the duration of the outbreak, travel restrictions and social distancing in the U.S. and other countries, business closures or business disruptions and the effectiveness of actions taken in the U.S. and other countries to contain and treat the disease. The Company is closely monitoring the evolving impact of the pandemic on all aspects of its business. The Company has implemented a number of measures designed to protect the health and safety of its employees, support its customers and promote business continuity. The Company is also actively reviewing and implementing cost-saving measures including discontinuing or delaying all non-essential services and programs and instituting controls on travel, events, marketing and clinical studies to adapt the business plan for the evolving COVID-19 challenges. 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 direct wholly-owned subsidiary of AHPAC (“Avista Merger Sub”) and 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 and AHPAC changed its name to Organogenesis Holdings Inc. (ORGO). The Avista Merger was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Under this method of accounting, AHPAC was treated as the “acquired” company for accounting purposes and 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. 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 canceled and converted into the right to receive 2.03 shares of ORGO Class A common stock, par value $0.0001 per share. 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 exercisable for common stock in Organogenesis Inc. were exchanged for options and warrants exercisable for ORGO Class A common stock with the same terms and conditions except adjusted by the aforementioned exchange ratio. In connection with the execution of the Avista Merger Agreement and the consummation of the Avista Merger, founders and certain directors of AHPAC, surrendered to AHPAC an aggregate of 6,359,007 founder shares and 16,400,000 private placement warrants. All such founder shares and private placement warrants were canceled. In addition, an aggregate of 1,390,993 shares of ORGO Class A common stock was In connection with the execution of the Avista Merger Agreement on August 17, 2018, Avista Capital Partners IV, L.P. and Avista Capital Partners IV (Offshore), L.P. (collectively, the “PIPE Investors”) purchased, 6,538,732 shares of ORGO Class A common stock for an aggregate purchase price of $46,000. Concurrently with the completion of the Avista Merger, the PIPE Investors also 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. Concurrently with the completion of the Avista Merger, the affiliate debt was discharged and terminated (See Note “12. Long-Term Debt—Affiliates”). During the year ended December 31, 2018, the Company recorded $3,072 of transaction expenses related to third-party legal and accounting services to consummate the Avista Merger. These costs were incorporated into selling, general and administrative expenses in the Company’s consolidated statement of operations. Additionally, AHPAC incurred $11,206 in transaction costs prior to the Avista Merger that were paid in full by the Company after the consummation of the Avista Merger. Liquidity and Financial Conditions In accordance with ASC 205-40, Going Concern (“ASC 205-40”), 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 the financial statements are issued. While the Company has reported net income for the year ended December 31, 2020, the Company has recurring losses from operations since its inception and 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 Class A common stock and third-party debt. As of December 31, 2020, the Company had an accumulated deficit For the year ended December 31, 2020, the Company has generated net income of $ of cash from operations and raised in gross proceeds in the 2020 Underwritten Public Offering (see Note “14. Stockholders’ Equity”). The Company may incur operating losses and negative cash flows from operations in the future as the Company expends resources to grow the organization to support the planned expansion of the business. The Company expects that its cash of and other components of working capital as of December 31, 2020, plus net cash flows from product sales, will be sufficient to fund its operating expenses, capital expenditure requirements and debt service payments for at least 12 months beyond the filing date of this annual report. The Company is closely monitoring ongoing developments in connection with the COVID-19 pandemic, which may negatively impact its commercial prospects, projected cash position and access to capital in the future. The Company will continue to assess its cash position and, if circumstances warrant, make appropriate adjustments to its operating plan. The Company expects to continue investing in product development, sales and marketing, and customer support for its products. The Company may seek to raise additional funding through public and/or private equity financings, debt financings or other strategic transactions. There can be no assurance that the Company will be able to obtain additional debt or equity financing on terms acceptable to the Company, on a timely basis or at all, particularly in light of the adverse impacts of the COVID-19 pandemic on the capital markets. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition. The Company’s current borrowings under the 2019 Credit Agreement are subject to compliance with certain financial covenants that include maintaining Minimum Trailing Twelve Month Consolidated Revenue and Non-PuraPly Revenue. If the Company is not able to comply with these covenants, due to the impacts of COVID-19 or otherwise, the borrowings under the 2019 Credit Agreement may become due and payable immediately unless the Company obtains an amendment or waiver from its lenders. There can be no assurance that the Company’s lenders would agree to any such amendment or waiver on acceptable terms, or at all. |
Significant Accounting Policies
Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Summary of 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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting periods. Actual results and outcomes may differ significantly from those estimates and assumptions. Principles of Consolidation The consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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. 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 operating decision maker is the Chief Executive Officer. The Company’s chief operating 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 $412 and $196 as of December 31, 2020 and 2019, 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 twelve-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, geography-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 receivables previously written off are recorded when received. Inventories Inventories are stated at the lower of cost (determined under the first-in first-out method) or net realizable value. Work in process and finished goods include materials, labor and allocated overhead. Inventories also include 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 assets on a straight-line basis. As of December 31, 2020 and 2019, 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 Equipmen t 5 - 10 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statement of operations. 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, and depreciated over their respective useful lives. Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment at least annually (as of December 31), or more frequently if events or circumstances indicate the carrying value may no longer be recoverable and that an impairment loss may have occurred. Circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or legal factors, an adverse action or assessment by a regulator, or unanticipated competition. The Company operates as one segment, which is considered to be the sole reporting unit, and therefore goodwill is tested for impairment at the consolidated level. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, There was no impairment of goodwill recorded during the years ended December 31, 2020, 2019 or 2018. 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, customer relationships and non-compete agreements obtained through business acquisitions. Amortization of intangible assets with finite lives is calculated on the straight-line or accelerated method based on the following estimated useful lives: Trade names and trademarks 1-12 years Developed technology 6-12 years Customer relationships 10 years Non-compete agreements 5 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, but not limited to, 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, the Company 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 of long-lived assets during the years ended December 31, 2020, 2019, or 2018 . 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. The Company did not record any deferred offering costs in the consolidated balance sheets as of December 31, 2020 and 2019. During the year ended December 31, 2020 and 2019, the Company recorded $4,647 and $3,510 of equity issuance costs to additional paid-in capital against proceeds received from the 2020 and 2019 Underwritten Public Offering, respectively (see Note “14. Stockholders’ Equity”). During the year ended December 31, 2018, the Company wrote off deferred offering costs of $3,494 in connection with an abandoned public offering which was replaced with the Avista Merger transaction. Revenue Recognition Adoption of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) The Company adopted ASC 606 on January 1, 2019, using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the years ended December 31, 2020 and 2019 reflect the application of ASC 606 guidance while the reported results for the year ended December 31, 2018 were prepared under the guidance of ASC Topic 605, Revenue Recognition Historically, for certain customers, products were shipped in advance of the receipt of a purchase order and the Company recognized revenue on these products only upon receipt of the purchase order which is when the transaction price was deemed fixed and determinable. As control of these products has transferred upon use of the product in a procedure, the recognition of revenue is accelerated to the procedure date under ASC 606. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the year ended December 31, 2019 or 2020. Product Revenue The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. There is a single performance obligation in all of the Company’s contracts, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s product which occurs at a point in time and may be upon shipment, procedure date, or delivery, based on the terms of the contract. Reserves for Variable Consideration Revenues from product sales are recorded net of reserves for variable consideration which includes but is not limited to product return, discounts, rebates and group purchasing organization (“GPO”) fees that are offered within contracts between the Company and its customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed by its customers on the related sales and are recorded as a reduction of accounts receivable or an establishment of a liability. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract and is included in the net sales price to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately paid may differ from the Company’s estimates. If actual results vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company generally offers customers a limited right of return for product purchased. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return reserves using its historical return rates as well as factors that it becomes aware of that it believes could significantly impact its expected returns, including product recalls, pricing changes, or change in reimbursement rates. The Company does not record an asset for the returned product as the product is discarded upon receipt. Rebates and Allowances The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts, resulting in a reduction of revenue and the establishment of a liability that is included in accrued expenses in the accompanying consolidated balance sheets in the period the related product revenue is recognized. GPO Fees The Company pays fees to GPOs for administrative services that the GPOs perform in connection with the purchases of the product by the GPO members. These fees are based on a contractually-determined percentage of the Company’s applicable sales. The Company classifies these GPO fees as a reduction of revenue based on the substance of the relationship of all parties involved in the transaction. For the years ended December 31, 2020, 2019 and 2018, the Company recorded GPO fees of $3,572, $3,096, and $1,923, respectively, as a direct reduction of revenue. Other Revenue Policies Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Applying the practical expedient in paragraph ASC 606-10-32-18, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers. Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. Applying the practical expedient in ASC 606-10-25-18B, the Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. The Company records the related costs as part of the cost of goods good. Disaggregation of Revenue The following table sets forth revenue by product category: Year Ended December 31, 2020 2019 2018 Advanced Wound Care revenue $ 294,624 $ 220,744 $ 164,332 Surgical and Sports Medicine revenue 43,674 40,237 29,117 Total revenue $ 338,298 $ 260,981 $ 193,449 Stock-Based Compensation The Company measures stock-based awards granted 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 has not issued any stock-based awards with performance-based vesting conditions. The Company recognizes stock-based compensation expense within selling, general and administrative expenses in the consolidated statement of operations 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 restricted stock unit grant is based on the fair market value of the Company’s stock on the date of grant. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has been a public company for a short period of time, has limited public float 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 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. Advertising Advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were approximately $ Research and Development Costs Research and development expenses include personnel costs for the Company’s research and development personnel, expenses related to improvements to manufacturing processes, enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. Research and development expenses also include expenses for clinical trials. The Company expenses research and development costs as incurred. 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 expense, net. The foreign currency amounts recorded for all periods presented were insignificant. Valuation of Contingent Purchase Earnout In connection with the acquisition of CPN Biosciences, LLC are 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 quarterly 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 fair value of the Earnout liability was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note “4. Fair Value Measurement of Financial Instruments”). The carrying values of outstanding borrowings under the Company’s debt arrangements (see Notes “12. Long-Term Debt—Affiliates” and “13. Long-Term Debt Obligations”) approximate their fair values as determined based on a discounted cash flow model, which represents a Level 3 measurement. Net Income (Loss) per Share The Company determines net income (loss) per share in accordance with the authoritative guidance in ASC Topic 260, Earnings Per Share. The Company has one class of common stock (Class A common stock) for purposes of the net income (loss) per share calculation and therefore computes basic net income (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding for the applicable period. Diluted net income (loss) per share is computed in the same manner as basic net income (loss) per share, except that the number of shares is computed by giving effect to all potential dilutive common shares. For purpose of this calculation, outstanding stock options, warrants to purchase shares of Class A common stock and unvested restricted stock are considered potential dilutive common shares. 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 and 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. For example, the Company adopted ASU 2016-02, Leases (Topic 842) on January 1 , 2021 . As a result, the Company’s financial statements may not be comparable to other public companies. The Company may take advantage of these exemptions up until December 31, 2021, or such earlier time that it is no longer an emerging growth company. It would cease to be an emerging growth company if the Company has more than $ billion in annual revenue, the Company has more than $ million in market value of its stock held by non-affiliates or the Company issues more than $ billion of non-convertible debt securities over a three-year period. Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 2016-02”), 2018-10, Codification Improvements to Topic 842 2016-02, 2018-11, Leases (Topic 842) Targeted Improvements 2016-02, 2019-01, Leases (Topic 842): Codification Improvements 2016-02 approach of adoption for leases that exist or are entered into after the beginning of the transition date. A full retrospective application is prohibited. The Company is a public entity but took advantage of the relief provided for emerging growth companies to allow them to follow the private company adoption timelines. As such, the effective date of this standard and the related improvements for the Company is January 1, 2021. The Company will recognize all of its leases with terms over twelve months on the balance sheet by recording a right-of-use In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13, 2018-19, Codification Improvements to Topic 326, Financial Instruments- Credit Losses 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses 2016-13 2016-13 2016-13 |
Acquisition
Acquisition | 12 Months Ended |
Dec. 31, 2020 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisition On September 17, 2020 (the “Acquisition Date”), the Company acquired certain assets and assumed certain liabilities of CPN Biosciences, LLC (“CPN”) pursuant to an asset purchase agreement dated July 24, 2020. CPN offers a physician office management solution and advanced wound care products. The aggregate consideration amounted to $19,024 as of the Acquisition Date. Total consideration consisted of $6,427 in cash, 2,151,438 shares of the Company’s Class A common stock with a fair value of $8,815, and contingent consideration (the “Earnout”) with a fair value of $3,782. On the Acquisition Date, the Company paid $5,820 in cash and issued 1,947,953 shares of the Company’s Class A common stock. The remaining consideration The Company is obligated to pay an Earnout to CPN’s former shareholders if CPN’s legacy product revenue in a twelve-month period, starting on January 1, 2021 (the “Earnout Period”), exceeds CPN’s 2019 revenue. The amount of the Earnout, if any, will be equal to 70% of the excess and will be payable in March 2022. The Company recorded a non-current liability of $3,782 at the Acquisition Date, for the fair value of the contingent consideration related to the expected Earnout. The Earnout liability is classified as a Level 3 measurement for which fair value is derived from inputs that are unobservable and significant to the overall fair value measurement. The fair value of such Earnout liability is estimated using a Monte Carlo simulation model that utilizes key assumptions including forecasted revenues and volatilities of the underlying financial metrics during the Earnout period. The Company assesses the fair value of the Earnout liability at each reporting period. As of December 31, 2020, the Earnout liability was estimated at $3,985. Subsequent changes in the estimated fair value of the liability are reflected in earnings until the liability is settled (see Note “4. Fair Value Measurement of Financial Instruments”). This transaction was accounted for as a business combination using the acquisition method of accounting in accordance with ASC Topic 805, Business Combinations Based upon the valuation, the total purchase price allocation was as follows: Assets acquired: Accounts receivable $ 1,155 Inventory 1,230 Prepaid expenses and other current assets 5 Property and equipment 85 Intangible assets 13,570 Other assets 4 Total assets acquired 16,049 Liabilities assumed: Accounts payable 27 Accrued expenses and other current liabilities 231 Total liabilities assumed 258 Total identifiable assets acquired, net 15,791 Total purchase price 19,024 Goodwill $ 3,233 The purchase price allocation resulted in goodwill of $3,233, which will be deductible for income tax purposes. The resulting amount of goodwill is primarily attributed to expected synergies from cross-sale opportunities and future growth. Intangible assets of $13,570 include customer relationships of $10,690, developed technologies of $2,050, non-competition agreements of $750, and trademarks of $80, which are being amortized on a straight-line basis, over weighted-average useful lives of 10 years, 6 years, 5 years and 1 year, respectively. At the time of the acquisition, CPN had approximately 30 employees. The results of operations of CPN have been included in the Company’s consolidated financial statements beginning on the Acquisition Date. Revenue and expenses of CPN since the Acquisition Date were not material. The acquisition of CPN does not result in any changes to the Company’s operating or reportable segment structure. |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Instruments | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Financial Instruments | 4. Fair Value Measurement of Financial Instruments The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2020. There were Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 3,985 $ 3,985 $ — $ — $ 3,985 $ 3,985 Earnout Liability In connection with accounting for the CPN acquisition on September 17, 2020, the Company recorded the Earnout liability of $3,782 on the Acquisition Date, representing the fair value of contingent consideration payable upon the achievement of a certain revenue target. The Earnout liability was valued using the Monte Carlo simulation model based on inputs that are not observable in the market, which represents a level 3 measurement within the fair value hierarchy. The Company assesses the fair value of the Earnout liability at each reporting period. Any subsequent changes in the estimated fair value of the liability are reflected in selling, general and administrative expenses until the liability is settled. As of December 31, 2020, the Earnout liability increased to $ due to changes in the market data assumptions as well as a shorter period to the Earnout payment date. The following table provides a roll-forward of the fair value of the Company’s Earnout liability, for which fair value is determined using Level 3 inputs: Earnout Balance as of December 31, 2019 — Acquisition Date fair value 3,782 Change in fair value 203 Balance as of December 31, 2020 $ 3,985 The Company did not have any financial assets and liabilities measured at fair value on a non-recurring basis as of December 31, 2020 and 2019. |
Accounts receivable, net
Accounts receivable, net | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Accounts receivable, net | 5. Accounts receivable, net Accounts receivable consisted of the following: December 31, 2020 2019 Accounts receivable $ 61,792 $ 42,408 Less—allowance for sales returns and doubtful accounts (4,988 ) (3,049 ) $ 56,804 $ 39,359 The Company’s allowance for sales returns and doubtful accounts was comprised of the following: Balance as of December 31, 2018 $ 3,420 Additions 239 Write-offs (610 ) Balance as of December 31, 2019 $ 3,049 Additions 2,441 Write-offs (502 ) Balance as of December 31, 2020 $ 4,988 |
Inventories
Inventories | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Inventories | 6. Inventories Inventories, net of related reserves, consisted of the following: December 31, 2020 2019 Raw materials $ 10,075 $ 9,178 Work in process 1,305 781 Finished goods 16,419 12,959 $ 27,799 $ 22,918 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, 2020, 2019 and 2018, the Company charged $3,050, $1,297, and $2,473, respectively, for inventory excess and obsolescence to cost of goods sold within the consolidated statements of operations. |
Prepaid Expenses and Other Curr
Prepaid Expenses and Other Current Assets | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Prepaid Expenses and Other Current Assets | 7. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: December 31, 2020 2019 Prepaid subscriptions $ 2,013 $ 1,041 Prepaid conferences and marketing expenses 63 925 Prepaid deposits 1,438 87 Reimbursement of offering expenses 1,009 — Other 412 900 $ 4,935 $ 2,953 Prepaid deposits 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, Net
Property and Equipment, Net | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 8. Property and Equipment, Net Property and equipment consisted of the following: December 31, 2020 2019 Leasehold improvements $ 39,574 $ 36,344 Furniture, computers and equipment 48,236 46,430 87,810 82,774 Accumulated depreciation and amortization (69,521 ) (65,812 ) Construction in progress 41,779 30,222 $ 60,068 $ 47,184 Depreciation expense was $3,723, $3,388, and $3,309 for the years ended December 31, 2020, 2019 and 2018, respectively. As of December 31, 2020 and 2019, the Company had $ 21,689 of buildings under capital leases recorded within leasehold improvements. As of December 31, 2020 and 2019, the Company had $14,974 and $13,777, recorded within accumulated depreciation and amortization related to buildings under capital leases, respectively. Construction in progress primarily represents unfinished construction work on a building under a capital lease and, more recently, improvements at the Company’s leased facilities in Canton and Norwood, Massachusetts. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 9. Goodwill and Intangible Assets On September 17, 2020, the Company acquired certain assets and assumed certain liabilities of CPN. This transaction was accounted for as a business combination in accordance with ASC Topic 805 Business Combinations Goodwill was $28,772 and $25,539 as of December 31, 2020 and 2019, respectively. There were no impairments recorded against goodwill during the years ended December 31, 2020 and 2019. In April 2019, the Company purchased $750 of intangible assets related to patent and know-how which were recorded within the developed technology category. The Company paid $250 at the time of the transaction with the remaining purchase price being paid over two years after the transaction closed. As of December 31, 2020, $250 was remaining and was recorded in accrued expenses and other current liabilities on the consolidated balance sheets. Identifiable intangible assets consisted of the following as of December 31, 2020: Original Accumulated Net Book Developed technology $ 32,620 $ (14,330 ) $ 18,290 Trade names and trademarks 2,080 (906 ) 1,174 Customer relationship 10,690 (312 ) 10,378 Non-compete agreements 1,010 (230 ) 780 Total $ 46,400 $ (15,778 ) $ 30,622 Identifiable intangible assets consisted of the following as of December 31, 2019: Original Accumulated Net Book Developed technology $ 30,570 $ (11,266 ) $ 19,304 Trade names and trademarks 2,000 (650 ) 1,350 Non-compete agreements 260 (117 ) 143 Total $ 32,830 $ (12,033 ) $ 20,797 Amortization of intangible assets, calculated on a straight-line basis or using an accelerated method, which reflects the pattern in which the economic benefits of the intangible assets are consumed, was $3,745, $6,043, and $3,669 for the years ended December 31, 2020, 2019 and 2018, respectively. Estimated future annual amortization expense related to these intangible assets is as follows: 2021 4,949 2022 4,883 2023 4,918 2024 3,403 2025 3,323 Thereafter 9,146 Total $ 30,622 |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 10. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: December 31, 2020 2019 Accrued personnel costs $ 18,943 $ 17,640 Accrued royalties 2,971 2,874 Other 2,059 2,936 $ 23,973 $ 23,450 |
Restructuring
Restructuring | 12 Months Ended |
Dec. 31, 2020 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 11. Restructuring On October 21, 2020, the Company committed to a plan to restructure the workforce and consolidate its La Jolla facilities as part of the Company’s long-term plan to consolidate manufacturing operations into Massachusetts in order to reduce the Company’s cost structure. The restructuring is expected to be completed by the end of 2021 and result in a charge of approximately $ million is attributable to the retention benefits associated with approximately million is related to the facility closures. As employees are required to provide future services, employee retention and other benefit-related costs related to the Company’s restructuring are expensed over the service period. As a result of this restructuring activity, the Company incurred a The liability related to the restructuring activities during 2020 was $618 as of December 31, 2020 and was included in accrued expenses and other current liabilities in the consolidated balance sheets . |
Long-Term Debt-Affiliates
Long-Term Debt-Affiliates | 12 Months Ended |
Dec. 31, 2020 | |
Debt Disclosure [Abstract] | |
Long-Term Debt - Affiliates | 12. Long-Term Debt—Affiliates Historically, the Company has taken loans from its affiliates and entities controlled by its affiliates. More recent loans include the 2018 Loans of $15,000 and the 2016 Loans of $17,000. The loans from the Company’s affiliates bore an annualized interest rate between 1.6% to 15% and were collateralized by substantially all assets of the Company and were subordinated to the Company’s external indebtedness (see Note “13. Long-Term Debt Obligations”). They were settled in conjunction with the Avista Merger in 2018 as described below. Concurrently with the consummation of the Avista Merger, the 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 of principal and $13,641 of accrued interest and accrued affiliate loan fees as of and through the closing date of the Avista Merger. Following the consummation of these transactions, the affiliate debt was deemed fully paid and discharged and terminated. As a result of the full satisfaction of the affiliate debt, the Company recorded a $2,095 loss on the extinguishment of the affiliate debt in the consolidated statement of operations for the year ended December 31, 2018. The loss was comprised of the write-off of the unamortized debt discount of $5,078 offset by $2,983 which is the difference between the debt principal converted into Class A common stock less the fair value of the Class A common stock issued for the conversion |
Long-Term Debt Obligations
Long-Term Debt Obligations | 12 Months Ended |
Dec. 31, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt Obligations | 13. Long-Term Debt Obligations December 31, 2020 2019 Line of credit $ 10,000 $ 33,484 Term loan 60,000 50,000 Less debt discount and debt issuance cost (290 ) (366 ) Less current maturities (16,666 ) — Term loan, net of debt discount and debt issuance cost $ 43,044 $ 49,634 2019 Credit Agreement In March 2019, the Company, its subsidiaries and Silicon Valley Bank (“SVB”), and the several other lenders thereto (collectively, the “Lenders”) entered into a credit agreement, as amended (the “2019 Credit Agreement”), providing for a term loan (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Facility”) in an aggregate principal amount of $100,000. Capitalized terms used herein and not otherwise defined are defined as set forth in the 2019 Credit Agreement. The Term Loan Facility is structured in three tranches, as follows: (i) the first tranche of $40,000 was made available to the Company and fully funded on March 14, 2019; (ii) the second tranche of $10,000 was made available to the Company and fully funded in September 2019; and The Company’s final payment on the Term Loan Facility, due on the Term Loan Maturity Date, will 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 6.5%. The Company may prepay the Term Loan Facility, subject to paying the Prepayment Premium (described below) and the Final Payment. The Prepayment Premium is equal to 2.50% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after the first and prior to the second anniversary of the closing, and 1.50% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after the second but prior to the third anniversary of the closing, and 0.50% 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 and the amount determined by the Borrowing Base, which is defined as a percentage of the Company’s book value of qualifying finished goods inventory and eligible accounts receivable. The interest rate for advances under the Revolving Facility is a floating per annum interest rate equal to the greater of the Wall Street Journal Prime Rate and 5.50%. The interest rate as of December 31, 2020 was 5.50%. If the actual outstanding advances are less than 25% of the then-available Revolving Commitments, the Company must pay monthly interest equal to the interest that would have accrued if the average outstanding advances had been 25% of the then-available Revolving Commitments. The Company is also required to pay an unused line fee equal to 0.25% minus The Company 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 3.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs after the first and prior to the second anniversary of the closing, and 2.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs after the second but prior to the third anniversary of the closing, and $0 thereafter. The Company is required to achieve certain financial covenants under the 2019 Credit Agreement, including Minimum Trailing Twelve Month Consolidated Revenue and Non-PuraPly Revenue, tested quarterly. In addition, the Company is required to maintain Minimum Liquidity equal to the greater of (i) 6 months Monthly Burn and (ii) $10,000. As of December 31, 2020, the Company had outstanding borrowings of $60,000 under the Term Loan Facility and $10,000 under the Revolving Facility with up to Future payments of the 2019 Credit Agreement, as of December 31, 2020, are as follows for the calendar years ending December 31: 2021 $ 16,667 2022 20,000 2023 20,000 2024 13,333 Total $ 70,000 2017 Credit Agreement On March 21, 2017, the Company entered into a credit agreement (the “2017 Credit Agreement”) with 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. In April 2018, the Company further amended its 2017 Credit Agreement in order to receive additional funding of $5,000 through a term loan. The amendment increased the commitment under the 2017 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 December 2018, the Company fully repaid and canceled the term loan including the outstanding principal and accrued and unpaid interest. On March 14, 2019, $26,541, representing all outstanding unpaid principal and accrued interest relating to the revolving borrowing due under the 2017 Credit Agreement, was rolled into the 2019 Credit Agreement. Master Lease Agreement On April 28, 2017, the Company entered into the Master Lease Agreement (the “ML Agreement”) with Eastward Fund Management LLC that allowed the Company to borrow up to $20,000 on or prior to June 30, 2018. If the Company elected to prepay the loan or terminated the loan early within the first 24 months, the Company was required to pay an early termination fee. The ML Agreements also included a final payment fee when the outstanding principal was fully paid off. In March 2019, upon entering into the 2019 Credit Agreement, the Company paid an aggregate amount of $17,649 due under the ML Agreement, including unpaid principal, accrued interest, final payment, and early termination penalty, with proceeds from the 2019 Credit Agreement, and the ML Agreement was terminated. Upon termination of the ML Agreement, the Company recognized $1,862 as loss on the extinguishment of the loan. In connection with the ML Agreement, the Company issued a warrant to purchase 473,011 shares of Class A common stock at $2.53 per share as a pre-condition for the agreement. 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. |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity As of December 31, 2020, 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; and 1,000,000 shares of $0.0001 par value preferred stock. 128,460,381 shares of Class A common stock were issued and 127,731,833 shares were outstanding as of December 31, 2020. No shares of preferred stock were outstanding as of December 31, 2020. The issued shares of Class A common stock include 728,548 treasury shares that were reacquired in connection with the redemption of redeemable shares in March 2019. These redeemable shares were initially issued in connection with the acquisition of Nutech Medical, Inc. (“NuTech Medical”) in 2017 and included a put right. The holders of the shares exercised the right to put the shares back to the Company at an agreed-upon exercise price of $9.28 per share on March 24, 2019. Each share of Class A common stock entitles the holder to one vote on all matters submitted to the stockholders for a vote. Class A common stockholders are entitled to receive dividends, as may be declared by the Board of Directors. Through December 31, 2020, no cash dividends have been declared or paid. At December 31, 2020 and 2019, the Company has reserved the following shares of Class A common stock for future issuance: December 31, December 31, 2020 2019 Shares reserved for issuance for outstanding options 6,425,040 6,503,646 Shares reserved for issuance for outstanding restricted stock units 806,048 — Shares reserved for issuance for future grants 6,832,649 9,008,996 Total shares of authorized common stock reserved for future issuance 14,063,737 15,512,642 Avista Merger In connection with the Avista Merger in 2018 (see Note “1. Nature of Business and Basis of Presentation”), founders and certain directors of AHPAC, surrendered to AHPAC an aggregate of 6,359,007 founder shares and 16,400,000 private placement warrants. All such founder shares and private placement warrants were canceled. The remaining outstanding founder shares were converted into 1,390,993 shares of Class A common stock pursuant to the Company’s charter in connection with the Avista Merger. In addition, the Company issued to the PIPE Investors 15,561,473 shares of Class A common stock and 4,100,000 warrants to purchase one-half In connection with the Avista Merger on December 10, 2018, the Company also converted a portion of the affiliate debt into 6,502,679 shares of Class A common stock. Following 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. The public warrants were classified as equity and recorded to additional paid-in-capital. Warrant Exchange and Warrant Exercise December 31, 2018 Number of Number of Shares Exercise Exercisable Date Exercisable Warrants Issuable Price for Classification Expiration November 3, 2010 109,620 109,620 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2013 36,540 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2015 36,540 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable December 10, 2018 4,100,000 2,050,000 $ 11.50 Common Stock Equity December 10, 2023 December 10, 2018 31,000,000 15,500,000 $ 11.50 Common Stock Equity December 10, 2023 35,282,700 17,732,700 The table above presented the warrants outstanding as of December 31, 2018. In the first quarter of 2019, the Company issued 54,626 shares of Class A common stock in connection with some exercises of public warrants and received cash proceeds of $628. In the third quarter of 2019, the Company executed a series of transactions related to its then outstanding 30,890,748 public warrants and 4,100,000 private placement warrants. The Company issued an aggregate of 2,845,280 shares of Class A common stock for 29,950,150 public warrants at an exchange rate of 0.095. The Company issued an aggregate of 80,451 shares of Class A common stock for the remaining public warrants at an exchange rate of 0.0855. The Company issued an aggregate of 389,501 shares of Class A common stock for the private placement warrants at an exchange rate of 0.095. On August 13, 2019, Massachusetts Capital Resource Company and Life Insurance Community Investment Initiative, LLC net exercised outstanding warrants to purchase an aggregate of 182,700 shares of the Company’s Class A common stock at an exercise price of $3.95 per share. The Company issued an aggregate of 19,426 shares of Class A common stock in connection with this transaction. As a result of these transactions, the Company issued an aggregate of 3,334,658 shares of Class A common stock, representing approximately 3% of the total Class A common stock outstanding after such issuances. No warrants were outstanding after these transactions. As the fair value of the warrants exchanged in the warrant exchange transactions immediately prior to the exchanges was less than the fair value of the Class A common stock issued, the Company recorded a non-cash deemed dividend 2020 Underwritten Public Offering On November 12, 2020, the Company entered into an underwriting agreement, with Morgan Stanley & Co. LLC and SVB Leerink LLC, as representatives of the underwriters, with respect to a public offering (the “2020 Underwritten Public Offering”) of 17,500,000 shares of the Company’s Class A common stock, par value $0.0001 per share, at a price per share to the public of $3.25, less underwriting discounts and commissions. The Company also granted the underwriters an option to purchase up to an additional 2,625,000 shares of Class A common stock within thirty days after November 12, 2020 at the public offering price, less underwriting discounts and commissions to cover any over-allotments made by the underwriters in the sale and distribution of the Company’s Class A common stock. In connection with the 2020 Underwritten Public Offering, the Company entered into a fee letter agreement (the “2020 Letter Agreement”) with Avista Capital Partners IV, L.P. (“Avista IV”), Avista Capital Partners (Offshore) IV, L.P. (“Avista IV Offshore” and together with Avista IV, the “Avista Funds”) and Avista Capital Holdings, L.P., an affiliate of the Avista Funds (the “Management Company”), pursuant to which the Company agreed to pay the Management Company a fee in consideration for certain services rendered in connection with the investments in the Company made by the Avista Funds in the 2020 Underwritten Public Offering. The fee paid to the Management Company was equal to the fee paid to the underwriters on a per-share The 2020 Underwritten Public Offering closed on November 17, 2020. On the same date, the underwriters partially exercised their option to purchase up to 2,625,000 additional shares of Class A common stock by purchasing an additional 2,416,708 shares of Class A common stock. In connection with this offering, the Company issued a total of 19,916,708 shares of Class A common stock with gross proceeds of $64,729 and net proceeds of $59,073 after deducting underwriter discounts, payment of the fee to the Management Company and other offering expenses in the aggregate amount of $5,656. $1,009 of the offering expenses which should have been reimbursed to the Company by the underwriters on November 17, 2020 was not received until January 2021 and was included in prepaid expenses and other current assets on the consolidated balance sheet as of December 31, 2020. $4,647, representing the offering expenses net of the reimbursement was recorded to additional paid-in capital 2019 Underwritten Public Offering On November 21, 2019, the Company entered into an underwriting agreement, with Credit Suisse Securities (USA) LLC and SVB Leerink, as representatives of the underwriters, with respect to a public offering (the “2019 Underwritten Public Offering”) of 9,000,000 shares of the Company’s Class A common stock, par value $0.0001 per share, at a price per share to the public of $5.00, less underwriting discounts and commissions. The Company also granted the underwriters an option to purchase up to an additional 1,350,000 shares of Class A common stock within thirty days after November 21, 2019 at the public offering price, less underwriting discounts and commissions to cover any over-allotments made by the underwriters in the sale and distribution of the Company’s Class A common stock. In Connection with the 2019 Underwritten Public Offering, the Company entered into a fee letter agreement (the “2019 Letter Agreement”) with Avista IV, Avista IV Offshore and the Management Company, pursuant to which the Company agreed to pay the Management Company a fee in consideration for certain services rendered in connection with the Avista Funds’ purchase of the Company’s Class A common stock in the 2019 Underwritten Public Offering. The fee paid to the Management Company was equal to the fee paid to the underwriters on a per-share The 2019 Underwritten Public Offering closed on November 26, 2019. On December 6, 2019, the underwriters partially exercised their option to purchase up to 1,350,000 additional shares of Class A common stock by purchasing an additional 1,068,056 shares of Class A common stock. In connection with this offering, the Company issued a total of 10,068,056 shares with gross proceeds of $50,340 and net proceeds of $46,830 after deducting underwriter discounts, payment of the fee to the Management Company and other offering expenses in the aggregate amount of $3,510 which were recorded to additional paid-in |
Equity Incentive Plan Share-Bas
Equity Incentive Plan Share-Based Compensation | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Equity Incentive Plan Share-Based Compensation | 15. Equity Incentive Plan Share-Based Compensation 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 2018 Equity and Incentive Plan (the “2018 Plan”). The purposes of the 2018 Plan are to provide long-term incentives and rewards to the Company’s employees, officers, directors and other key persons (including consultants), to attract and retain persons with the requisite experience and ability, and to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders. The 2018 Plan authorizes the Company’s Board of Directors or a committee of not less than two independent directors (in either case, the “Administrator”) to grant the following types of awards: non-statutory stock options; incentive stock options; restricted stock awards; restricted stock units; stock appreciation rights; unrestricted stock awards; performance share awards; and dividend equivalent rights. The 2018 Plan is administered by the Company’s Board of Directors. As of December 31, 2020, 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). 2003 Stock Incentive Plan The Organogenesis 2003 Stock Incentive Plan (the “2003 Plan”), provides for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Incentive stock options may be granted only to the Company’s employees. Restricted stock awards and non-statutory stock options may be granted to employees, members of the Board of Directors, outside advisors and consultants of the Company. Effective 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 the Company, will not be available for future awards; and (iii) any shares of Class A common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards. Following the closing of the Avista Merger, the 2003 Plan is administered by the Company’s Board of Directors. Stock-Based Compensation Expense The Company measures the compensation cost of employee or consultant services received in exchange for an award of equity instruments based on the grant-date fair value of the award. That cost is recognized over the period during which an employee or consultant is required to provide service in exchange for the award. During the years ended December 31, 2020, 2019 and 2018, the Company recorded stock-based compensation expense of $1,661, $936, and $1,075, respectively, within selling, general and administrative expenses on the consolidated statements of operations. Stock options awarded under the 2018 Plan and the 2003 Plan expire 10 years after the grant date and typically vest over four or five years. Restricted stock units awarded typically vest over four years. Restricted Stock Units (RSUs) During the year ended December 31, 2020, the Company granted 873,595 time-based restricted stock units to its employees, executives and the Board of Directors. Each restricted stock unit represents the contingent right to receive one share of the Company’s Class A common stock. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant. The activity of restricted stock units is set forth below: Number Weighted Unvested at December 31, 2019 — $ — Granted 873,595 3.81 Vested — — Canceled/Forfeited (67,547 ) 3.76 Unvested at December 31, 2020 806,048 $ 3.82 As of December 31, 2020, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $1,760 and the weighted average remaining recognition period for unvested awards was 3.01 years. Stock Options The stock options granted during the years ended December 31, 2020 and 2019 were 1,553,723 and 100,000, respectively. The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods were as follows, presented on a weighted-average basis: Year Ended 2020 2019 Risk-free interest rate 0.46 % 2.24 % Expected term (in years) 6.22 6.50 Expected volatility 37.4 % 42.7 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 4.04 $ 7.08 Underlying stock price $ 3.37 $ 7.08 These assumptions resulted in an estimated weighted-average grant-date fair value per share of stock options granted during the years ended December 31, 2020 and 2019 of $1.05 and $3.24, respectively. The following table summarizes the Company’s stock option activity since December 31, 2019: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2019 7,179,636 $ 1.98 5.06 $ 20,799 Granted 1,553,723 4.04 Canceled / forfeited (636,043 ) 3.63 Exercised (1,476,998 ) 1.91 4,749 Outstanding as of December 31, 2020 6,620,318 2.33 5.22 34,458 Options exercisable as of December 31, 2020 4,824,807 1.64 3.86 28,412 Options vested or expected to vest as of December 31, 2020 6,274,637 $ 2.22 5.01 $ 33,307 The aggregate intrinsic value of stock options is calculated as the difference between the exercise price of the stock options and the fair value of the Company’s Class A common stock for those stock options that have exercise prices lower than the fair value of the Company’s Class A common stock. The total fair value of options vested during the years ended December 31, 2020 and 2019 was $678 and $1,079, respectively. As of December 31, 2020, the total unrecognized stock compensation expense was $1,438 and was expected to be recognized over a weighted-average period of 2.73 years. As of December 31, 2019, there were partial recourse notes outstanding totaling $635. These notes were taken by a former executive to exercise his 675,990 shares of stock options and the notes were secured with these shares held by the former executive. When the loans are still outstanding, the options are not considered exercised and are included within the options outstanding for accounting purposes. In the three months ended December 31, 2020, the former executive repaid $301 of the principal balance of the notes (see Note “19. Related Parties Transactions”). The repayments were treated as the exercise price for 480,712 shares of the options and were included in the consolidated statement of redeemable common stock and stockholders’ equity. As of December 31, 2020, $334 of the principal balance of the partial recourse notes was |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | 16. Income Taxes On March 27, 2020, the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) was enacted to provide economic relief to those impacted by the COVID-19 pandemic. The CARES Act made various tax law changes, including, among other things: (i) modifications to the federal net operating loss rules, including permitting federal net operating losses incurred in 2018, 2019, and 2020 to be carried back to the five preceding taxable years in order to generate a refund of previously paid income taxes and eliminating the 80% of taxable income limitations in years 2018-2020; (ii) The Company will continue to monitor for any updates and the impact, but currently, the only material impact to the Company’s tax provision is the ability to increase the limitation on business interest expenses under IRC Section 163(j). The components of the income tax provision (benefit) consisted of the following for the years ended December 31, 2020, 2019 and 2018 : Year Ended December 31, 2020 2019 2018 (Benefit from) provision for income taxes: Current tax expense (benefit) Federal $ (106 ) $ (105 ) $ (212 ) State 505 116 101 Foreign 19 28 9 Total current tax expense (benefit) 418 39 (102 ) Deferred tax expense (benefit) Federal 109 105 212 State — — — Foreign 3 6 (26 ) Total deferred tax expense 112 111 186 Total income tax expense $ 530 $ 150 $ 84 As of December 31, 2020, the Company had available for the reduction of future years’ federal taxable income, net operating loss carry-forwards of approximately $151,335. Of these carry-forwards, $92,617 will expire from the year ended December 31, 2020 through 2037 and $58,718 can be carried forward indefinitely. The Company had state net operating loss carry-forwards of approximately $58,437 expiring from the year ended December 31, 2021 through 2039. At December 31, 2019, the Company had available for the reduction of future years’ federal taxable income, research and development credits of approximately $1,003 expiring between December 31, 2020 and December 31, 2039 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, 2020 and 2019 are as follows: December 31, 2020 2019 Net operating loss carryforwards Federal $ 31,783 $ 36,511 State 3,342 4,075 Foreign 18 21 Other 5,829 4,828 163j interest 4,979 7,030 Stock-based compensation 357 633 Capital leases 2,991 3,391 Fixed assets 2,589 2,528 Net deferred tax assets before valuation allowance 51,888 59,017 Valuation allowance (48,252 ) (54,251 ) Intangibles (3,618 ) (4,639 ) Net deferred tax assets $ 18 $ 127 As of December 31, 2020 and 2019, the Company recorded a valuation allowance of $48,252 and $ 2020 decreased primarily due to the federal and state net operating losses utilization in 2020, which offset the 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. As of December 31, 2019, the Company recorded a net deferred tax asset of $106 relating to AMT credits which are 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 was provided against this asset. As a result of the enactment of CARES Act in 2020, the remaining AMT credit as of December 31, 2019 was refunded on the 2019 tax return and thus there is no remaining net U.S. deferred tax asset as of December 31, 2020. The Company’s subsidiary in Switzerland is carrying a deferred tax asset of approximately 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% and the reported consolidated income tax benefit (expense) are summarized as follows: December 31, 2020 2019 2018 U.S. federal statutory income tax rate 21.0% 21.0% 21.0% Federal valuation allowance (28.9 ) % (17.6 )% (18.4 )% State valuation allowance (4.8 ) % (3.9 )% (3.9 )% State and local income taxes 6.2% 3.5% 3.5% Nondeductible expenses 6.0% (1.4 )% (2.3 )% Uncertain tax position reserves 0.4% (0.1 )% (0.1 )% Research and development credits 3.0% (1.9 )% — % Effective income tax rate 2.9% (0.4 )% (0.2 )% 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 $2,870, $ as of December 31, 2020, 2019 and 2018, respectively. The net decrease primarily relates to the expiration of the carryforward period for certain Federal and Massachusetts R&D credits previously included as an unrecognized tax benefit. A tabular roll forward of the Company’s uncertainties in its income tax provision liability is presented below: Year Ended December 31, 2020 2019 2018 Gross balance at beginning of year $ 2,618 $ 3,286 $ 3,486 Additions based on tax positions related to the current period 111 133 157 Reductions for tax positions of prior years (606 ) (801 ) (357 ) Gross balance at end of year $ 2,123 $ 2,618 $ 3,286 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, 2016 2016 The Company recognizes interest and penalty-related expenses in tax expenses. There of interest recorded for uncertain tax positions for the years ended December 31, 2020 and 2019, respectively, which was classified in accrued expenses in the consolidated balance sheets. These amounts are not reflected in the reconciliation above. |
Net Income (Loss) Per Share (EP
Net Income (Loss) Per Share (EPS) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Net Loss Per Share | 17. Net Income (Loss) Per Share (EPS) Basic EPS is calculated by dividing net income (loss) by the weighted-average number of shares outstanding during the period. Diluted EPS is calculated by dividing net income (loss) by the weighted-average number of shares outstanding plus the dilutive effect, if any, of outstanding equity awards using the treasury stock method which includes consideration of unrecognized compensation expenses as additional proceeds. A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net income (loss) attributable to the Class A common stockholders is as follows: Year Ended December 31, 2020 2019 2018 Numerator: Net Income (loss) $ 17,949 $ (40,454 ) $ (64,831 ) Less: Non-cash dividend to warrant holders — 645 — Net Income (loss) attributable to common shareholders $ 17,949 $ (41,099 ) $ (64,831 ) Denominator: Weighted average common shares outstanding —basic 107,737,936 92,840,401 69,318,456 Dilutive effect of restricted stock units 135,932 — — Dilutive effect of options 3,486,963 — — Weighted-average common shares outstanding—diluted 111,360,831 92,840,401 69,318,456 Earnings (loss) per share—basic $ 0.17 $ (0.44 ) $ (0.94 ) Earnings (loss) per share—diluted $ 0.16 $ (0.44 ) $ (0.94 ) For the year ended December 31, 2020, outstanding stock-based awards of 1,792,085 were excluded from the diluted EPS calculation as they are anti-dilutive. The Company had a net loss in the other periods presented. As such, the potentially dilutive securities have been excluded from the computation of diluted net loss per share as these securities have anti-dilutive effect and including them would 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 Class A common stockholders is the same for these periods. For the years ended December 31, 2019 and 2018, the Company excluded Class A |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 18. Commitments and Contingencies Capital Leases On January 1, 2013, the Company entered into capital lease arrangements with 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC for office and laboratory space in Canton, Massachusetts. 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC are related parties as the owners of these entities are also stockholders of the Company. The leases terminate on December 31, 2022 and each contains a renewal option for a five-year period with the rental rate at the greater of (i) rent for the last year of the prior term, or (ii) the then fair market value. Notice of the exercise of this renewal option is due one year prior to the expiration of the initial term. Aggregate annual lease payments are approximately $4,308 with future rent increases of 10% effective January 1, 2022. 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. As of December 31, 2020 and 2019, the Company owed an aggregate of $10,336, of accrued but unpaid lease obligations, which are subordinated to the 2019 Credit Agreement. The lease obligations will not be paid until the debt under the 2019 Credit Agreement is paid off in 2024 even though the capital leases expire in December 2022. Effective April 1, 2019, the Company agreed to accrue interest on the accrued but unpaid lease obligations at an interest rate equal to the rate charged in the 2019 Credit Agreement (see Note “13. Long-Term Debt Obligations”). The accrued interest is also subordinated to the 2019 Credit Agreement and, as such, is included in other liabilities on the consolidated balance sheet. Interest accrued as of December 31, 2020 and 2019 totaled $1,673 and $717, respectively. In addition to the capital leases with affiliates discussed above, the Company also has certain insignificant capital leases with non-affiliates. Future obligations under capital leases in the aggregate and for the next five years is as follows: 2021 $ 4,786 2022 4,945 2023 — 2024 9,810 19,541 Less amount representing interest (4,480 ) Present value of minimum lease payments 15,061 Less current maturities (3,619 ) Long-term portion $ 11,442 Operating Lease The Company leases vehicles for certain employees and has fleet services agreements for service on these vehicles. The minimum lease term for each newly leased vehicle is 367 days with renewal options. The Company may terminate the vehicle lease after the minimum lease term upon thirty days’ prior notice. In 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 sublease agreement calls for escalating monthly rental payments and expires in December 2021. In conjunction with the acquisition of NuTech Medical in March 2017, the Company entered into an operating lease with Oxmoor Holdings, LLC, an entity that is affiliated with the former sole shareholder of NuTech Medical, 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 $21 through the lease termination date on December 31, 2021. The lease was extended in the first quarter of 2021 with the revised termination date on December 31, 2022. In March 2019, the Company entered into an agreement to lease approximately 43,850 square feet of office and laboratory space in Norwood, Massachusetts. Pursuant to the lease agreement, the rent commencement date was February 1, 2020. The initial lease term is ten years from the rent commencement date and includes an option for an early extension term of five years which is exercisable during the first two years after the rent commencement date. 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, 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, an increase of $44 during the first year of the early extension term and $33 during year two through 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. In August 2020, the Company entered into a lease for approximately 23,000 square feet in San Diego, California for office and laboratory use. The lease commences on the date when certain landlord’s work is substantially completed, which is expected to be at the beginning of April 2021. The initial lease term is ten years from the lease commencement date, with an option to extend the term for a period of five years. Annual lease payments during the first year are $1,419 with 3% increase each year during the lease term. A security deposit of $237 is required throughout the term of the lease. Operating lease expenses were $ 6,509 Future minimum lease payments due under noncancellable operating lease agreements as of December 31, 2020 are as follows: 2021 $ 5,640 2022 4,036 2023 3,698 2024 3,029 2025 3,017 Thereafter 15,531 $ 34,951 Royalties The Company entered into a license agreement with a university for certain patent rights related to the development, use and production of one of its advanced wound care products. Under this agreement, the Company incurred a royalty based on a percentage of net product sales, for the use of these patents until the patents expired, which was in November 2006. Accrued royalties totaled $1,187 as of December 31, 2020 and 2019, respectively, and are classified as part of accrued expenses on the Company’s consolidated balance sheets. There was no royalty expense incurred during the years ended December 31, 2020, 2019, or 2018 related to this agreement. In October 2017, the Company entered into a license agreement with a third party. Under the license agreement, the Company is required to pay royalties based on a percentage of net sales of the licensed product that occur, after December 31, 2017, through the expiration of the underlying patent in October 2026, subject to minimum royalty payment provisions. The Company recorded royalty expense of $4,370, $3,778, and $2,059 during the years ended December 31, 2020, 2019 and 2018, respectively, within selling, general and administrative expenses on the consolidated statements of operations. As part of the NuTech Medical acquisition, 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. These product development and consulting agreements were canceled in January 2020 for total consideration of $1,950 which was paid on February 14, 2020. The $1,950 cancellation fee was recorded within selling, general and administrative expenses on the consolidated statement of operations for the year ended December 31, 2020. Ransomware Attack In August 2020, the Company’s information technology (“IT”) systems were exposed to a ransomware attack, which partially impaired certain IT systems for a short period of time. The Company finished investigating the incident, together with legal counsel and other incident response professionals. The Company did not experience any material loss related to the incident, and substantially all costs incurred were reimbursed by insurance. Legal Matters In conducting its activities, the Company, from time to time, is subject to various claims and also has claims against others. In management’s opinion, the ultimate resolution of such claims would not have a material effect on the financial position, operating results or cash flows of the Company. The Company accrues for these claims when amounts due are probable and estimable. The Company accrued $150 and $542 as of December 31, 2020 and 2019 in relation to certain pending lawsuits. The purchase price for NuTech Medical acquired in 2017 included $7,500 deferred acquisition consideration of which the Company paid $2,500 in 2017. The remaining $5,000 of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical was previously in dispute. The Company asserted certain claims for indemnification that would offset in whole or in part its payment obligation and the sellers of NuTech Medical filed a lawsuit alleging breach of contract and seeking specific performance of the alleged payment obligation and attorneys’ fees. In February 2020, the Company entered into a settlement agreement with the sellers of NuTech Medical and settled the dispute for $4,000, of which, $2,000 was paid immediately on February 24, 2020 and the remaining $2,000 is being paid in four quarterly installments of $500 each. As of December 31, 2020, the remaining balance was included in deferred acquisition consideration on the consolidated balance sheet. In addition, the Company assumed from the sellers of NuTech Medical the payment responsibilities related to a legacy lawsuit existing at the acquisition date of NuTech Medical. The assumed legacy lawsuit was settled in October 2020. In connection with the settlement of the deferred acquisition consideration dispute and the legacy lawsuit, the Company recorded a gain of for the year ended December 31, 2020. The gain was included as a component of other expense, net, on the consolidated statement of operations. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Parties Transactions Capital lease obligations to affiliates, including unpaid lease obligations, and an operating lease with affiliates are further described in Note “18 Commitments and Contingencies”. Affiliate debts are described in Note “12. Long-Term Debt—Affiliates”. Fees paid to the Avista Funds in connection with the 2019 and 2020 Underwritten Public Offering are described in Note “14. Stockholders’ Equity.” During 2010, the Company’s Board of Directors approved a loan program that permitted the Company to make loans to three executives of the Company (the “Employer Loans”) to (i) provide them with liquidity (“Liquidity Loans”) and (ii) fund the exercise of vested stock options (“Option Loans”). Two of the executives left the Company in 2014. The Employer Loans mature with all principal and accrued interest due on the tenth anniversary of the issuance date of each subject loan. The borrower may prepay all or any portion of his Employer Loan at any time without premium or penalty. Interest on the Employer Loans accrues at various rates ranging from |
Employee Benefit Plan
Employee Benefit Plan | 12 Months Ended |
Dec. 31, 2020 | |
Retirement Benefits [Abstract] | |
Employee Benefit Plan | 20. Employee Benefit Plan The Company maintains a 401(k) Savings Plan (the “Plan”) for the U.S. 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, 2020, 2019 and 2018, the Company made employer contributions of $2,731, $2,290, and $1,883, respectively. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events The Company has performed an evaluation of subsequent events through the time of filing this Annual Report on Form 10-K In the first quarter of 2021, shares of restricted stock units were granted to our Board of Directors, executives and key employees. The majority of these options and restricted stock units will vest over |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
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, disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting periods. Actual results and outcomes may differ significantly from those estimates and assumptions. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. 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. |
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 operating decision maker is the Chief Executive Officer. The Company’s chief operating 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 $412 and $196 as of December 31, 2020 and 2019, 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 twelve-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, geography-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 receivables previously written off are recorded when received. |
Inventories | Inventories Inventories are stated at the lower of cost (determined under the first-in first-out method) or net realizable value. Work in process and finished goods include materials, labor and allocated overhead. Inventories also include 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 assets on a straight-line basis. As of December 31, 2020 and 2019, 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 Equipmen t 5 - 10 years Upon retirement or sale, the cost of assets disposed of and the related accumulated depreciation are removed from the accounts and any resulting gain or loss is included in the consolidated statement of operations. 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, and depreciated over their respective useful lives. |
Goodwill | Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment at least annually (as of December 31), or more frequently if events or circumstances indicate the carrying value may no longer be recoverable and that an impairment loss may have occurred. Circumstances that could trigger an impairment test include, but are not limited to, a significant adverse change in the business climate or legal factors, an adverse action or assessment by a regulator, or unanticipated competition. The Company operates as one segment, which is considered to be the sole reporting unit, and therefore goodwill is tested for impairment at the consolidated level. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, There was no impairment of goodwill recorded during the years ended December 31, 2020, 2019 or 2018. |
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, customer relationships and non-compete agreements obtained through business acquisitions. Amortization of intangible assets with finite lives is calculated on the straight-line or accelerated method based on the following estimated useful lives: Trade names and trademarks 1-12 years Developed technology 6-12 years Customer relationships 10 years Non-compete agreements 5 |
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, but not limited to, 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, the Company 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 of long-lived assets during the years ended December 31, 2020, 2019, or 2018 . |
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. The Company did not record any deferred offering costs in the consolidated balance sheets as of December 31, 2020 and 2019. During the year ended December 31, 2020 and 2019, the Company recorded $4,647 and $3,510 of equity issuance costs to additional paid-in capital against proceeds received from the 2020 and 2019 Underwritten Public Offering, respectively (see Note “14. Stockholders’ Equity”). During the year ended December 31, 2018, the Company wrote off deferred offering costs of $3,494 in connection with an abandoned public offering which was replaced with the Avista Merger transaction. |
Revenue Recognition | Revenue Recognition Adoption of ASC Topic 606, Revenue from Contracts with Customers (“ASC 606”) The Company adopted ASC 606 on January 1, 2019, using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for the years ended December 31, 2020 and 2019 reflect the application of ASC 606 guidance while the reported results for the year ended December 31, 2018 were prepared under the guidance of ASC Topic 605, Revenue Recognition Historically, for certain customers, products were shipped in advance of the receipt of a purchase order and the Company recognized revenue on these products only upon receipt of the purchase order which is when the transaction price was deemed fixed and determinable. As control of these products has transferred upon use of the product in a procedure, the recognition of revenue is accelerated to the procedure date under ASC 606. The adoption of ASC 606 did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the year ended December 31, 2019 or 2020. Product Revenue The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. There is a single performance obligation in all of the Company’s contracts, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s product which occurs at a point in time and may be upon shipment, procedure date, or delivery, based on the terms of the contract. Reserves for Variable Consideration Revenues from product sales are recorded net of reserves for variable consideration which includes but is not limited to product return, discounts, rebates and group purchasing organization (“GPO”) fees that are offered within contracts between the Company and its customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed by its customers on the related sales and are recorded as a reduction of accounts receivable or an establishment of a liability. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract and is included in the net sales price to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately paid may differ from the Company’s estimates. If actual results vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company generally offers customers a limited right of return for product purchased. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return reserves using its historical return rates as well as factors that it becomes aware of that it believes could significantly impact its expected returns, including product recalls, pricing changes, or change in reimbursement rates. The Company does not record an asset for the returned product as the product is discarded upon receipt. Rebates and Allowances The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts, resulting in a reduction of revenue and the establishment of a liability that is included in accrued expenses in the accompanying consolidated balance sheets in the period the related product revenue is recognized. GPO Fees The Company pays fees to GPOs for administrative services that the GPOs perform in connection with the purchases of the product by the GPO members. These fees are based on a contractually-determined percentage of the Company’s applicable sales. The Company classifies these GPO fees as a reduction of revenue based on the substance of the relationship of all parties involved in the transaction. For the years ended December 31, 2020, 2019 and 2018, the Company recorded GPO fees of $3,572, $3,096, and $1,923, respectively, as a direct reduction of revenue. Other Revenue Policies Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Applying the practical expedient in paragraph ASC 606-10-32-18, the Company does not assess whether a contract has a significant financing component if the expectation at contract inception is such that the period between payment by the customer and the transfer of the promised products to the customer will be one year or less, which is the case with substantially all customers. Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. Applying the practical expedient in ASC 606-10-25-18B, the Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products. The Company records the related costs as part of the cost of goods good. Disaggregation of Revenue The following table sets forth revenue by product category: Year Ended December 31, 2020 2019 2018 Advanced Wound Care revenue $ 294,624 $ 220,744 $ 164,332 Surgical and Sports Medicine revenue 43,674 40,237 29,117 Total revenue $ 338,298 $ 260,981 $ 193,449 |
Stock-Based Compensation | Stock-Based Compensation The Company measures stock-based awards granted 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 has not issued any stock-based awards with performance-based vesting conditions. The Company recognizes stock-based compensation expense within selling, general and administrative expenses in the consolidated statement of operations 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 restricted stock unit grant is based on the fair market value of the Company’s stock on the date of grant. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has been a public company for a short period of time, has limited public float 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 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. |
Advertising | Advertising Advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were approximately $ |
Research and Development Costs | Research and Development Costs Research and development expenses include personnel costs for the Company’s research and development personnel, expenses related to improvements to manufacturing processes, enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. Research and development expenses also include expenses for clinical trials. The Company expenses research and development costs as incurred. |
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 expense, net. The foreign currency amounts recorded for all periods presented were insignificant. |
Valuation of Contingent Purchase Earnout | Valuation of Contingent Purchase Earnout In connection with the acquisition of CPN Biosciences, LLC are |
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 quarterly 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 fair value of the Earnout liability was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note “4. Fair Value Measurement of Financial Instruments”). The carrying values of outstanding borrowings under the Company’s debt arrangements (see Notes “12. Long-Term Debt—Affiliates” and “13. Long-Term Debt Obligations”) approximate their fair values as determined based on a discounted cash flow model, which represents a Level 3 measurement. |
Net Income (Loss) per Share | Net Income (Loss) per Share The Company determines net income (loss) per share in accordance with the authoritative guidance in ASC Topic 260, Earnings Per Share. The Company has one class of common stock (Class A common stock) for purposes of the net income (loss) per share calculation and therefore computes basic net income (loss) per share by dividing net income (loss) by the weighted average number of common shares outstanding for the applicable period. Diluted net income (loss) per share is computed in the same manner as basic net income (loss) per share, except that the number of shares is computed by giving effect to all potential dilutive common shares. For purpose of this calculation, outstanding stock options, warrants to purchase shares of Class A common stock and unvested restricted stock are considered potential dilutive common shares. |
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 and 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. For example, the Company adopted ASU 2016-02, Leases (Topic 842) on January 1 , 2021 . As a result, the Company’s financial statements may not be comparable to other public companies. The Company may take advantage of these exemptions up until December 31, 2021, or such earlier time that it is no longer an emerging growth company. It would cease to be an emerging growth company if the Company has more than $ billion in annual revenue, the Company has more than $ million in market value of its stock held by non-affiliates or the Company issues more than $ billion of non-convertible debt securities over a three-year period. |
Recently Issued Accounting Pronouncements | Recently Issued Accounting Pronouncements In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) 2016-02”), 2018-10, Codification Improvements to Topic 842 2016-02, 2018-11, Leases (Topic 842) Targeted Improvements 2016-02, 2019-01, Leases (Topic 842): Codification Improvements 2016-02 approach of adoption for leases that exist or are entered into after the beginning of the transition date. A full retrospective application is prohibited. The Company is a public entity but took advantage of the relief provided for emerging growth companies to allow them to follow the private company adoption timelines. As such, the effective date of this standard and the related improvements for the Company is January 1, 2021. The Company will recognize all of its leases with terms over twelve months on the balance sheet by recording a right-of-use In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments 2016-13”). 2016-13, 2018-19, Codification Improvements to Topic 326, Financial Instruments- Credit Losses 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses 2016-13 2016-13 2016-13 |
Significant Accounting Polici_3
Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Accounting Policies [Abstract] | |
Schedule of Revenue by Product Category | The following table sets forth revenue by product category: Year Ended December 31, 2020 2019 2018 Advanced Wound Care revenue $ 294,624 $ 220,744 $ 164,332 Surgical and Sports Medicine revenue 43,674 40,237 29,117 Total revenue $ 338,298 $ 260,981 $ 193,449 |
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 Equipmen t 5 - 10 years |
Schedule of Finite-Lived Intangible Assets | Amortization of intangible assets with finite lives is calculated on the straight-line or accelerated method based on the following estimated useful lives: Trade names and trademarks 1-12 years Developed technology 6-12 years Customer relationships 10 years Non-compete agreements 5 |
Acquisition (Tables)
Acquisition (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
CPN Biosciences, LLC | |
Business Acquisition [Line Items] | |
Summary of purchase price allocation | Based upon the valuation, the total purchase price allocation was as follows: Assets acquired: Accounts receivable $ 1,155 Inventory 1,230 Prepaid expenses and other current assets 5 Property and equipment 85 Intangible assets 13,570 Other assets 4 Total assets acquired 16,049 Liabilities assumed: Accounts payable 27 Accrued expenses and other current liabilities 231 Total liabilities assumed 258 Total identifiable assets acquired, net 15,791 Total purchase price 19,024 Goodwill $ 3,233 |
Fair Value Measurement of Fin_2
Fair Value Measurement of Financial Instruments (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Fair Value Disclosures [Abstract] | |
Fair Value, by Balance Sheet Grouping | The following table presents information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicates the level of the fair value hierarchy utilized to determine such fair values as of December 31, 2020. There were Fair Value Measurements as of Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 3,985 $ 3,985 $ — $ — $ 3,985 $ 3,985 |
Summary of Fair Value of Earnout liability | The following table provides a roll-forward of the fair value of the Company’s Earnout liability, for which fair value is determined using Level 3 inputs: Earnout Balance as of December 31, 2019 — Acquisition Date fair value 3,782 Change in fair value 203 Balance as of December 31, 2020 $ 3,985 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable consisted of the following: December 31, 2020 2019 Accounts receivable $ 61,792 $ 42,408 Less—allowance for sales returns and doubtful accounts (4,988 ) (3,049 ) $ 56,804 $ 39,359 |
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, 2018 $ 3,420 Additions 239 Write-offs (610 ) Balance as of December 31, 2019 $ 3,049 Additions 2,441 Write-offs (502 ) Balance as of December 31, 2020 $ 4,988 |
Inventories (Tables)
Inventories (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of related reserves, consisted of the following: December 31, 2020 2019 Raw materials $ 10,075 $ 9,178 Work in process 1,305 781 Finished goods 16,419 12,959 $ 27,799 $ 22,918 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: December 31, 2020 2019 Prepaid subscriptions $ 2,013 $ 1,041 Prepaid conferences and marketing expenses 63 925 Prepaid deposits 1,438 87 Reimbursement of offering expenses 1,009 — Other 412 900 $ 4,935 $ 2,953 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following: December 31, 2020 2019 Leasehold improvements $ 39,574 $ 36,344 Furniture, computers and equipment 48,236 46,430 87,810 82,774 Accumulated depreciation and amortization (69,521 ) (65,812 ) Construction in progress 41,779 30,222 $ 60,068 $ 47,184 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets consisted of the following as of December 31, 2020: Original Accumulated Net Book Developed technology $ 32,620 $ (14,330 ) $ 18,290 Trade names and trademarks 2,080 (906 ) 1,174 Customer relationship 10,690 (312 ) 10,378 Non-compete agreements 1,010 (230 ) 780 Total $ 46,400 $ (15,778 ) $ 30,622 Identifiable intangible assets consisted of the following as of December 31, 2019: Original Accumulated Net Book Developed technology $ 30,570 $ (11,266 ) $ 19,304 Trade names and trademarks 2,000 (650 ) 1,350 Non-compete agreements 260 (117 ) 143 Total $ 32,830 $ (12,033 ) $ 20,797 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated future annual amortization expense related to these intangible assets is as follows: 2021 4,949 2022 4,883 2023 4,918 2024 3,403 2025 3,323 Thereafter 9,146 Total $ 30,622 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: December 31, 2020 2019 Accrued personnel costs $ 18,943 $ 17,640 Accrued royalties 2,971 2,874 Other 2,059 2,936 $ 23,973 $ 23,450 |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of long-term debt obligations | December 31, 2020 2019 Line of credit $ 10,000 $ 33,484 Term loan 60,000 50,000 Less debt discount and debt issuance cost (290 ) (366 ) Less current maturities (16,666 ) — Term loan, net of debt discount and debt issuance cost $ 43,044 $ 49,634 |
Schudle of future payments of term loan facility | Future payments of the 2019 Credit Agreement, as of December 31, 2020, are as follows for the calendar years ending December 31: 2021 $ 16,667 2022 20,000 2023 20,000 2024 13,333 Total $ 70,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Equity [Abstract] | |
Schedule Of Common Stock Shares Reserved For Future Issuance | At December 31, 2020 and 2019, the Company has reserved the following shares of Class A common stock for future issuance: December 31, December 31, 2020 2019 Shares reserved for issuance for outstanding options 6,425,040 6,503,646 Shares reserved for issuance for outstanding restricted stock units 806,048 — Shares reserved for issuance for future grants 6,832,649 9,008,996 Total shares of authorized common stock reserved for future issuance 14,063,737 15,512,642 |
Schedule of Outstanding Warrants | Warrant Exchange and Warrant Exercise December 31, 2018 Number of Number of Shares Exercise Exercisable Date Exercisable Warrants Issuable Price for Classification Expiration November 3, 2010 109,620 109,620 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2013 36,540 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable August 31, 2015 36,540 36,540 $ 3.95 Common Stock Equity Later of 8/31/2019 or upon repayment of the notes payable December 10, 2018 4,100,000 2,050,000 $ 11.50 Common Stock Equity December 10, 2023 December 10, 2018 31,000,000 15,500,000 $ 11.50 Common Stock Equity December 10, 2023 35,282,700 17,732,700 |
Equity Incentive Plan Share-B_2
Equity Incentive Plan Share-Based Compensation (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Unvested Restricted Stock Units | The activity of restricted stock units is set forth below: Number Weighted Unvested at December 31, 2019 — $ — Granted 873,595 3.81 Vested — — Canceled/Forfeited (67,547 ) 3.76 Unvested at December 31, 2020 806,048 $ 3.82 |
Schedule of Fair Value of Stock Options Granted to Employees and Directors | The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods were as follows, presented on a weighted-average basis: Year Ended 2020 2019 Risk-free interest rate 0.46 % 2.24 % Expected term (in years) 6.22 6.50 Expected volatility 37.4 % 42.7 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 4.04 $ 7.08 Underlying stock price $ 3.37 $ 7.08 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2019: Number of Weighted Weighted Aggregate (in years) Outstanding as of December 31, 2019 7,179,636 $ 1.98 5.06 $ 20,799 Granted 1,553,723 4.04 Canceled / forfeited (636,043 ) 3.63 Exercised (1,476,998 ) 1.91 4,749 Outstanding as of December 31, 2020 6,620,318 2.33 5.22 34,458 Options exercisable as of December 31, 2020 4,824,807 1.64 3.86 28,412 Options vested or expected to vest as of December 31, 2020 6,274,637 $ 2.22 5.01 $ 33,307 |
Income Taxes (Tables)
Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
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, 2020, 2019 and 2018 : Year Ended December 31, 2020 2019 2018 (Benefit from) provision for income taxes: Current tax expense (benefit) Federal $ (106 ) $ (105 ) $ (212 ) State 505 116 101 Foreign 19 28 9 Total current tax expense (benefit) 418 39 (102 ) Deferred tax expense (benefit) Federal 109 105 212 State — — — Foreign 3 6 (26 ) Total deferred tax expense 112 111 186 Total income tax expense $ 530 $ 150 $ 84 |
Component of Company's Deferred Tax Assets and Liabilities | Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2020 and 2019 are as follows: December 31, 2020 2019 Net operating loss carryforwards Federal $ 31,783 $ 36,511 State 3,342 4,075 Foreign 18 21 Other 5,829 4,828 163j interest 4,979 7,030 Stock-based compensation 357 633 Capital leases 2,991 3,391 Fixed assets 2,589 2,528 Net deferred tax assets before valuation allowance 51,888 59,017 Valuation allowance (48,252 ) (54,251 ) Intangibles (3,618 ) (4,639 ) Net deferred tax assets $ 18 $ 127 |
Schedule of Effective Income Tax Rate Reconciliation | The differences between income taxes expected at the U.S. federal statutory income tax rate of 21% and the reported consolidated income tax benefit (expense) are summarized as follows: December 31, 2020 2019 2018 U.S. federal statutory income tax rate 21.0% 21.0% 21.0% Federal valuation allowance (28.9 ) % (17.6 )% (18.4 )% State valuation allowance (4.8 ) % (3.9 )% (3.9 )% State and local income taxes 6.2% 3.5% 3.5% Nondeductible expenses 6.0% (1.4 )% (2.3 )% Uncertain tax position reserves 0.4% (0.1 )% (0.1 )% Research and development credits 3.0% (1.9 )% — % Effective income tax rate 2.9% (0.4 )% (0.2 )% |
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 December 31, 2020 2019 2018 Gross balance at beginning of year $ 2,618 $ 3,286 $ 3,486 Additions based on tax positions related to the current period 111 133 157 Reductions for tax positions of prior years (606 ) (801 ) (357 ) Gross balance at end of year $ 2,123 $ 2,618 $ 3,286 |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (EPS) (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and denominator used in the calculation of the basic and diluted net income (loss) attributable to the Class A common stockholders is as follows: Year Ended December 31, 2020 2019 2018 Numerator: Net Income (loss) $ 17,949 $ (40,454 ) $ (64,831 ) Less: Non-cash dividend to warrant holders — 645 — Net Income (loss) attributable to common shareholders $ 17,949 $ (41,099 ) $ (64,831 ) Denominator: Weighted average common shares outstanding —basic 107,737,936 92,840,401 69,318,456 Dilutive effect of restricted stock units 135,932 — — Dilutive effect of options 3,486,963 — — Weighted-average common shares outstanding—diluted 111,360,831 92,840,401 69,318,456 Earnings (loss) per share—basic $ 0.17 $ (0.44 ) $ (0.94 ) Earnings (loss) per share—diluted $ 0.16 $ (0.44 ) $ (0.94 ) |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Future Lease Payments | 2021 $ 4,786 2022 4,945 2023 — 2024 9,810 19,541 Less amount representing interest (4,480 ) Present value of minimum lease payments 15,061 Less current maturities (3,619 ) Long-term portion $ 11,442 |
Schedule Of Operating Leased Assets | 2021 $ 5,640 2022 4,036 2023 3,698 2024 3,029 2025 3,017 Thereafter 15,531 $ 34,951 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation - Additional Information (Detail) $ / shares in Units, $ in Thousands | Dec. 10, 2018shares | Aug. 17, 2018USD ($)shares | Dec. 31, 2020USD ($)Segments$ / shares | Dec. 31, 2019USD ($)$ / shares | Dec. 31, 2018USD ($) | Nov. 12, 2020$ / shares | Nov. 30, 2019$ / shares |
Business Acquisition [Line Items] | |||||||
Working capital | $ 106,127 | ||||||
Cash | 84,394 | $ 60,174 | |||||
Accumulated deficit | (153,058) | (171,007) | |||||
Net loss | 17,949 | (40,454) | $ (64,831) | ||||
Cash used in operation | $ 6,801 | $ (33,528) | (60,635) | ||||
Commoon stock par value | $ / shares | $ 0.0001 | $ 0.0001 | |||||
Number of Operating Segments | Segments | 1 | ||||||
Number of Reportable Segments | Segments | 1 | ||||||
Proceeds from issuance of stock | $ 64,729 | $ 50,340 | 92,000 | ||||
Initial Shareholders And Other Holders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, Shares Agreed to Surrender in Which Shares were Canceled with Merger Agreement Execution | shares | 1,390,993 | ||||||
Founder Shares Transactions [Member] | Sponsor And Other Holders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, Shares Agreed to Surrender in Which Shares were Canceled with Merger Agreement Execution | shares | 6,359,007 | ||||||
Warrant [Member] | Founder Shares Transactions [Member] | Initial Shareholders And Other Holders [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Common Stock, Shares Agreed to Surrender in Which Shares were Canceled with Merger Agreement Execution | shares | 16,400,000 | ||||||
Warrant [Member] | Pipe Investor [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares granted for business consideration | shares | 4,100,000 | ||||||
Avista Merger Sub [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Description of shares issuable | receive 2.03 shares of ORGO Class A common stock | ||||||
Avista Merger [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Professional fees | 11,206 | ||||||
Avista Merger [Member] | Selling, General and Administrative Expenses [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Professional fees | $ 3,072 | ||||||
Common Class A [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Commoon stock par value | $ / shares | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||
Proceeds from issuance of stock | $ 64,729 | $ 50,340 | |||||
Common Class A [Member] | Pipe Investor [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares granted for business consideration | shares | 9,022,741 | 6,538,732 | |||||
Business acquistion consideration purchase price of stock | $ 46,000 | ||||||
Common Class A [Member] | Avista Merger Sub [Member] | |||||||
Business Acquisition [Line Items] | |||||||
Shares granted for business consideration | shares | 75,073,548 |
Significant Accounting Polici_4
Significant Accounting Policies - Property, Plant and Equipment (Detail) | 12 Months Ended |
Dec. 31, 2020 | |
Leasehold improvements | |
Significant Accounting Policies [Line Items] | |
Property, Plant and Equipment, Estimated Useful Lives | 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, 2020 | |
Trade names and trademarks | Minimum | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 1 year |
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 | 6 years |
Developed technology | Maximum | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 12 years |
Customer relationships | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 10 years |
Non-compete agreements | |
Significant Accounting Policies [Line Items] | |
Finite-Lived Intangible Asset, Useful Life | 5 years |
Significant Accounting Polici_6
Significant Accounting Policies - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Total net revenue | $ 338,298 | $ 260,981 | $ 193,449 |
Advanced Wound Care | |||
Total net revenue | 294,624 | 220,744 | 164,332 |
Surgical & Sports Medicine | |||
Total net revenue | $ 43,674 | $ 40,237 | $ 29,117 |
Significant Accounting Polici_7
Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | |||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Sep. 17, 2020 | |
Significant Accounting Policies [Line Items] | ||||
GPO Fees | $ 3,572 | $ 3,096 | $ 1,923 | |
Restricted Cash, Current | 412 | 196 | ||
Deferred offering cost written off | 3,494 | |||
Equity issuance costs recorded to additional paid-in capital | 4,647 | 3,510 | ||
Earnout liability | 3,985 | $ 3,782 | ||
Selling, General and Administrative Expenses | ||||
Significant Accounting Policies [Line Items] | ||||
Advertising Expense | 2,722 | $ 1,059 | $ 773 | |
Emerging Growth Company | Maximum | ||||
Significant Accounting Policies [Line Items] | ||||
Annual Revenue | 1,070,000 | |||
Market value of stocks held by non-affiliates | 700,000 | |||
Issue of non convertible debt securiities | $ 1,000,000 |
Acquisition -Summary Of Purchas
Acquisition -Summary Of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Sep. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Liabilities assumed: | |||
Goodwill | $ 28,772 | $ 25,539 | |
CPN Biosciences, LLC | |||
Assets acquired: | |||
Accounts receivable | $ 1,155 | ||
Inventory | 1,230 | ||
Prepaid expenses and other current assets | 5 | ||
Property and equipment | 85 | ||
Intangible assets | 13,570 | ||
Other assets | 4 | ||
Total assets acquired | 16,049 | ||
Liabilities assumed: | |||
Accounts payable | 27 | ||
Accrued expenses and other current liabilities | 231 | ||
Total liabilities assumed | 258 | ||
Total identifiable assets acquired, net | 15,791 | ||
Total purchase price | 19,024 | ||
Goodwill | $ 3,233 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 17, 2020 | Dec. 31, 2020 | Dec. 31, 2019 |
Cash Payments To Acquire Businesses | $ 5,820 | ||
Business Acquisitions, Contingent Consideration Liability Noncurrent | $ 3,782 | 3,985 | |
Goodwill | $ 28,772 | $ 25,539 | |
CPN Biosciences, LLC | |||
Business Acquisitions, Aggregate Consideration | 19,024 | ||
Cash Payments To Acquire Businesses | $ 5,820 | ||
Issuance of common stock associated with business acquisition | 1,947,953 | ||
Business Acquisitions, Liabilities Incurred | $ 1,436 | ||
Business Acquisitions, Contingent Consideration Liability Noncurrent | 3,782 | ||
Identifiable intangible assets | $ 13,570 | ||
Earnout Calculation | 70.00% | ||
Goodwill | $ 3,233 | ||
CPN Biosciences, LLC | Total Consideration Including Holdback [Member] | |||
Cash Payments To Acquire Businesses | $ 6,427 | ||
Common Stock [Member] | |||
Issuance of common stock associated with business acquisition | 1,947,953 | ||
Common Stock [Member] | CPN Biosciences, LLC | Total Consideration Including Holdback [Member] | |||
Business Acquisitions, Number Of Shares Issued | 2,151,438 | ||
Business Acquisitions, Equity Interests Issued And Issuable | $ 8,815 | ||
Customer Relationships [Member] | CPN Biosciences, LLC | |||
Identifiable intangible assets | $ 10,690 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 10 years | ||
Developed technology | CPN Biosciences, LLC | |||
Identifiable intangible assets | $ 2,050 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 6 years | ||
Non-compete agreements | CPN Biosciences, LLC | |||
Identifiable intangible assets | $ 750 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 5 years | ||
Trademarks [Member] | CPN Biosciences, LLC | |||
Identifiable intangible assets | $ 80 | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 1 year |
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, 2020 | Sep. 17, 2020 |
Liabilities: | ||
Liabilities | $ 3,985 | $ 3,782 |
Fair Value, Measurements, Recurring | ||
Liabilities: | ||
Liabilities | 3,985 | |
Fair Value, Measurements, Recurring | Earnout Liability [Member] | ||
Liabilities: | ||
Liabilities | 3,985 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | ||
Liabilities: | ||
Liabilities | 3,985 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Earnout Liability [Member] | ||
Liabilities: | ||
Liabilities | $ 3,985 |
Fair Value Measurement of Fin_4
Fair Value Measurement of Financial Instruments - Fair value of the Company's Earnout liability (Detail) $ in Thousands | 12 Months Ended |
Dec. 31, 2020USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Change in fair value | $ 203 |
Fair Value, Inputs, Level 3 | Earnout Liability [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Acquisition Date fair value | 3,782 |
Change in fair value | 203 |
Ending balance | $ 3,985 |
Fair Value Measurement of Fin_5
Fair Value Measurement of Financial Instruments - Additional Information (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Sep. 17, 2020 |
Earnout liability | $ 3,985 | $ 3,782 |
Minimum [Member] | ||
Earnout liability | $ 3,985 |
Accounts receivable, net (Detai
Accounts receivable, net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Receivables [Abstract] | ||
Accounts receivable | $ 61,792 | $ 42,408 |
Less - allowance for sales returns and doubtful accounts | (4,988) | (3,049) |
Accounts receivable | $ 56,804 | $ 39,359 |
Accounts receivable, net - Sale
Accounts receivable, net - Sales Returns and Doubtful Accounts (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Balance | $ 3,049 | $ 3,420 | |
Additions | 2,441 | $ 239 | $ 1,157 |
Write-offs | (502) | (610) | |
Balance | $ 4,988 | $ 3,049 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Raw materials | $ 10,075 | $ 9,178 |
Work in process | 1,305 | 781 |
Finished goods | 16,419 | 12,959 |
Inventory | $ 27,799 | $ 22,918 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Inventory reserve and obsolescence charged to cost of goods | $ 3,050 | $ 1,297 | $ 2,473 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Prepaid subscriptions | $ 2,013 | $ 1,041 |
Prepaid conferences and marketing expenses | 63 | 925 |
Prepaid deposits | 1,438 | 87 |
Reimbursement of offering expenses | 1,009 | 0 |
Other | 412 | 900 |
Prepaid Expense | $ 4,935 | $ 2,953 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Property, Plant and Equipment, Gross | $ 87,810 | $ 82,774 |
Accumulated depreciation and amortization | (69,521) | (65,812) |
Property, Plant and Equipment, Net | 60,068 | 47,184 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | 39,574 | 36,344 |
Furniture, computers and equipment | ||
Property, Plant and Equipment, Gross | 48,236 | 46,430 |
Construction in progress | ||
Property, Plant and Equipment, Net | $ 41,779 | $ 30,222 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Depreciation expense | $ 3,723 | $ 3,388 | $ 3,309 |
Leasehold improvements | |||
Capital leases recorded within leasehold improvements | 21,689 | 21,689 | |
Accumulated depreciation to capital lease asset recorded within leasehold improvement | $ 14,974 | $ 13,777 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Identifiable intangible assets (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Original Cost | $ 46,400 | $ 32,830 |
Accumulated Amortization | (15,778) | (12,033) |
Net Book Value | 30,622 | 20,797 |
Developed technology | ||
Original Cost | 32,620 | 30,570 |
Accumulated Amortization | (14,330) | (11,266) |
Net Book Value | 18,290 | 19,304 |
Trade names and trademarks | ||
Original Cost | 2,080 | 2,000 |
Accumulated Amortization | (906) | (650) |
Net Book Value | 1,174 | 1,350 |
Customer relationship | ||
Original Cost | 10,690 | |
Accumulated Amortization | (312) | |
Net Book Value | 10,378 | |
Non-compete agreements | ||
Original Cost | 1,010 | 260 |
Accumulated Amortization | (230) | (117) |
Net Book Value | $ 780 | $ 143 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Estimated future annual amortization expense (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
2021 | $ 4,949 | |
2022 | 4,883 | |
2023 | 4,918 | |
2024 | 3,403 | |
2025 | 3,323 | |
Thereafter | 9,146 | |
Total | $ 30,622 | $ 20,797 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 17, 2020 | Apr. 30, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Goodwill | $ 28,772 | $ 25,539 | |||
Amortization of Intangible Assets | 3,745 | 6,043 | $ 3,669 | ||
Intangible asset purchase, value | $ 13,570 | ||||
Intangible asset purchase, cash paid | 250 | ||||
Intangible asset purchase, remaining payables | $ 500 | ||||
Developed Technology Rights [Member] | |||||
Intangible asset purchase, value | $ 750 | ||||
Intangible asset purchase, cash paid | $ 250 | ||||
Intangible asset purchase, remaining payables | $ 250 | ||||
CPN Medical [Member] | |||||
Goodwill | $ 3,233 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Payables and Accruals [Abstract] | ||
Accrued personnel costs | $ 18,943 | $ 17,640 |
Accrued royalties | 2,971 | 2,874 |
Other | 2,059 | 2,936 |
Total Accrued Expenses and Other Current Liabilities | $ 23,973 | $ 23,450 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 12 Months Ended | |
Dec. 31, 2020USD ($) | Oct. 21, 2020USD ($)Employees | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost | $ 5,500 | |
Number of employees to retention Benefits | Employees | 75 | |
Restructuring Reserve Current | $ 618 | |
Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 618 | |
Employee Cost | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost | $ 4,500 | |
Facility and Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost | $ 1,000 |
Long-Term Debt-Affiliates - Add
Long-Term Debt-Affiliates - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2019 | Dec. 31, 2018 | |
Gain (loss) on extinguishment of debt | $ (1,862) | $ (2,095) |
Avista Merger Agreement [Member] | ||
Outstanding principal amount | $ 45,746 | |
Debt conversion, converted shares | 6,502,679 | |
Cash payment to creditors | $ 35,641 | |
Gain (loss) on extinguishment of debt | (2,095) | |
Write off of unamortized debt discount | 5,078 | |
Difference between the FV of CS and the debt principal | $ 2,983 | |
Maximum | Affiliated Entity [Member] | ||
Interest rate | 15.00% | |
Minimum | Affiliated Entity [Member] | ||
Interest rate | 1.60% | |
Common Class A [Member] | Avista Merger Agreement [Member] | ||
Common stock per share | $ 6.58 | |
2018 Loans [Member] | ||
Long-term Debt, Gross | $ 15,000 | |
Affiliate Debt Principal [Member] | Avista Health care Public Acquisition Corp [Member] | ||
Cash payment to creditors | 22,000 | |
Affiliate Debt Interest [Member] | Avista Health care Public Acquisition Corp [Member] | ||
Cash payment to creditors | 13,641 | |
2016 Loans [Member] | ||
Long-term Debt, Gross | $ 17,000 |
Long-Term Debt Obligations (Det
Long-Term Debt Obligations (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Less current maturities | $ (16,666) | |
Term loan, net of debt discount and debt issuance cost | 43,044 | $ 49,634 |
2019 Credit Facility [Member] | ||
Line of credit | 10,000 | 33,484 |
Term loan | 60,000 | 50,000 |
Less debt discount and debt issuance cost | (290) | (366) |
Less current maturities | (16,666) | |
Term loan, net of debt discount and debt issuance cost | $ 43,044 | $ 49,634 |
Long-Term Debt Obligations - Fu
Long-Term Debt Obligations - Future payments of term loan (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 16,667 |
2022 | 20,000 |
2023 | 20,000 |
2024 | 13,333 |
Total | $ 70,000 |
Long-Term Debt Obligations - Ad
Long-Term Debt Obligations - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Mar. 14, 2019 | Apr. 30, 2018 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Jul. 22, 2019 | Mar. 31, 2019 | Dec. 10, 2018 | Apr. 28, 2017 | Mar. 21, 2017 |
Loss on the extinguishment of debt | $ (1,862) | $ (2,095) | ||||||||
Warrants outstanding | 35,282,700 | 30,890,748 | ||||||||
Common stock issuable upon warrant exercise | 17,732,700 | |||||||||
Common Class A | ||||||||||
Common stock issuable upon warrant exercise | 3,334,658 | 54,626 | ||||||||
ML Agreement [Member] | ||||||||||
Loss on the extinguishment of debt | $ 1,862 | |||||||||
Repayment under Master Lease Agreement | 17,649 | |||||||||
Maximum borrowing capacity | $ 20,000 | |||||||||
ML Agreement [Member] | Common Class A | ||||||||||
Warrants outstanding | 473,011 | |||||||||
Warrants, Exercise price | $ 2.53 | |||||||||
Common stock issuable upon warrant exercise | 302,434 | |||||||||
2017 Credit Agreement | ||||||||||
Letter of credit sub facility | $ 26,541 | |||||||||
Maximum borrowing capacity | $ 35,000 | |||||||||
2019 Credit Agreement | ||||||||||
Maximum borrowing capacity | $ 100,000 | |||||||||
Financial covenants | Minimum Liquidity equal to the greater of (i) 6 months Monthly Burn and (ii) $10,000. | |||||||||
Term Loan [Member] | 2017 Credit Agreement | ||||||||||
Secured debt | 5,000 | |||||||||
Additional fund | 5,000 | |||||||||
Term Loan [Member] | 2019 Credit Agreement | ||||||||||
Secured debt | $ 60,000 | |||||||||
Debt Instrument final payment | 3,900 | |||||||||
Debt Issuance Costs, Net | $ 554 | |||||||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |||||||||
Debt Instrument Interest Rate | 9.25% | |||||||||
Debt Instrument, Description of Variable Rate Basis | annum interest rate equal to the greater of 3.75% above the Wall Street Journal Prime Rate and 9.25% | |||||||||
Additional Payment in Aggregate of the Principal Amount Percentage | 6.50% | |||||||||
Interest Payable Non Current | $ 1,858 | $ 681 | ||||||||
Term Loan [Member] | 2019 Credit Agreement | Repaid After One year Before Two Years [Member] | ||||||||||
Debt Instrument Interest Rate | 2.50% | |||||||||
Term Loan [Member] | 2019 Credit Agreement | Repaid After Three Years [Member] | ||||||||||
Debt Instrument Interest Rate | 0.50% | |||||||||
Term Loan [Member] | 2019 Credit Agreement | Repaid After Two year Before Three Years [Member] | ||||||||||
Debt Instrument Interest Rate | 1.50% | |||||||||
Term Loan [Member] | 2019 Credit Agreement | Tranche One [Member] | ||||||||||
Secured debt | $ 40,000 | |||||||||
Term Loan [Member] | 2019 Credit Agreement | Tranche Two [Member] | ||||||||||
Secured debt | 10,000 | |||||||||
Term Loan [Member] | 2019 Credit Agreement | Tranche Three [Member] | ||||||||||
Secured debt | 10,000 | |||||||||
Revolving Credit Facility [Member] | 2017 Credit Agreement | ||||||||||
Letter of credit sub facility | $ 30,000 | |||||||||
Maximum borrowing capacity | $ 30,000 | |||||||||
Revolving Credit Facility [Member] | 2019 Credit Agreement | ||||||||||
Letter of credit sub facility | $ 40,000 | 10,000 | ||||||||
Maximum borrowing capacity | 30,000 | |||||||||
Debt Issuance Costs, Net | $ 370 | |||||||||
Debt Instrument Interest Rate | 5.50% | |||||||||
Unused Line Fee | 0.25% | |||||||||
Advance outstanding amount revolving facility | 25.00% | |||||||||
Revolving Credit Facility [Member] | 2019 Credit Agreement | Repaid After One year Before Two Years [Member] | ||||||||||
Termination fee percentage | 3.00% | |||||||||
Revolving Credit Facility [Member] | 2019 Credit Agreement | Repaid After Three Years [Member] | ||||||||||
Termination fee amount | $ 0 | |||||||||
Revolving Credit Facility [Member] | 2019 Credit Agreement | Repaid After Two year Before Three Years [Member] | ||||||||||
Termination fee percentage | 2.00% |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Equity [Abstract] | ||
Shares reserved for issuance for outstanding options | 6,425,040 | 6,503,646 |
Shares reserved for issuance for outstanding restricted stock units | 806,048 | |
Shares reserved for issuance for future grants | 6,832,649 | 9,008,996 |
Total shares of authorized common stock reserved for future issuance | 14,063,737 | 15,512,642 |
Stockholders Equity - Schedule
Stockholders Equity - Schedule of Outstanding Warrants to Purchase Common Stock (Detail) - $ / shares | 12 Months Ended | ||
Dec. 31, 2018 | Jul. 22, 2019 | Dec. 10, 2018 | |
Class of Warrant or Right [Line Items] | |||
Number of Warrants | 35,282,700 | 30,890,748 | |
Number of common stock issuable | 17,732,700 | ||
Warrant Exercisable at November 3, 2010 | |||
Class of Warrant or Right [Line Items] | |||
Warrants, Date exercisable | Nov. 3, 2010 | ||
Number of Warrants | 109,620 | ||
Number of common stock issuable | 109,620 | ||
Warrants, Exercise price | $ 3.95 | ||
Warrants, Exercisable for | Common Stock | ||
Warrants, Classification | Equity | ||
Warrants, Expiration | Later of 8/31/2019 or upon repayment of the notes payable | ||
Warrant Exercisable at August 31, 2013 | |||
Class of Warrant or Right [Line Items] | |||
Warrants, Date exercisable | Aug. 31, 2013 | ||
Number of Warrants | 36,540 | ||
Number of common stock issuable | 36,540 | ||
Warrants, Exercise price | $ 3.95 | ||
Warrants, Exercisable for | Common Stock | ||
Warrants, Classification | Equity | ||
Warrants, Expiration | Later of 8/31/2019 or upon repayment of the notes payable | ||
Warrant Exercisable at August 31, 2015 | |||
Class of Warrant or Right [Line Items] | |||
Warrants, Date exercisable | Aug. 31, 2015 | ||
Number of Warrants | 36,540 | ||
Number of common stock issuable | 36,540 | ||
Warrants, Exercise price | $ 3.95 | ||
Warrants, Exercisable for | Common Stock | ||
Warrants, Classification | Equity | ||
Warrants, Expiration | Later of 8/31/2019 or upon repayment of the notes payable | ||
Private Placement Warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrants, Date exercisable | Dec. 10, 2018 | ||
Number of Warrants | 4,100,000 | ||
Number of common stock issuable | 2,050,000 | ||
Warrants, Exercise price | $ 11.50 | ||
Warrants, Exercisable for | Common Stock | ||
Warrants, Classification | Equity | ||
Warrants, Expiration | December 10, 2023 | ||
Public Warrant | |||
Class of Warrant or Right [Line Items] | |||
Warrants, Date exercisable | Dec. 10, 2018 | ||
Number of Warrants | 31,000,000 | 31,000,000 | |
Number of common stock issuable | 15,500,000 | ||
Warrants, Exercise price | $ 11.50 | ||
Warrants, Exercisable for | Common Stock | ||
Warrants, Classification | Equity | ||
Warrants, Expiration | December 10, 2023 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | Nov. 17, 2020 | Nov. 12, 2020 | Dec. 06, 2019 | Nov. 21, 2019 | Dec. 10, 2018 | Mar. 24, 2019 | Sep. 30, 2020 | Sep. 30, 2019 | Mar. 31, 2019 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | Nov. 30, 2019 | Aug. 13, 2019 | Jul. 22, 2019 |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | |||||||||||||
Common stock, shares issued | 128,460,381 | 105,599,434 | |||||||||||||
Class of Warrant or Right, Outstanding | 35,282,700 | 30,890,748 | |||||||||||||
Common stock issuable upon warrant exercise | 17,732,700 | ||||||||||||||
Non-cash deemed dividend to warrant holders | $ 645 | ||||||||||||||
Aggregate Purchase Price of Class A common stock | $ 64,729 | $ 50,340 | $ 92,000 | ||||||||||||
Shares outstanding | 127,731,833 | 104,870,886 | |||||||||||||
Proceeds from Stock issued in the underwritten public offering | $ 60,082 | $ 46,831 | |||||||||||||
Proceeds from warrant excercises | 628 | ||||||||||||||
Reimbursement of offering expenses included in prepaid expenses and other current assets | $ 1,009 | 0 | |||||||||||||
Put Option | |||||||||||||||
Warrants, Exercise price | $ 9.28 | ||||||||||||||
Public Warrants [Member] | |||||||||||||||
Class of Warrant or Right, Outstanding | 31,000,000 | 31,000,000 | |||||||||||||
Warrants, Exercise price | $ 11.50 | ||||||||||||||
Common stock issuable upon warrant exercise | 15,500,000 | ||||||||||||||
Warrants, Date exercisable | Dec. 10, 2018 | ||||||||||||||
Proceeds from warrant excercises | $ 628 | ||||||||||||||
Avista Merger [Member] | |||||||||||||||
Common stock, shares issued | 15,561,473 | ||||||||||||||
Conversion of debts into Shares | 6,502,679 | ||||||||||||||
Warrants, Date exercisable | Dec. 10, 2018 | ||||||||||||||
Private Placement Warrants | |||||||||||||||
Class of Warrant or Right, Outstanding | 4,100,000 | 4,100,000 | |||||||||||||
Number Of Securities Called By Each Warrant | 0.095 | ||||||||||||||
Common stock issuable upon warrant exercise | 389,501 | ||||||||||||||
Twenty Thousand Nineteen Underwritten Public Offering [Member] | |||||||||||||||
Common stock, shares issued | 10,068,056 | ||||||||||||||
Aggregate Purchase Price of Class A common stock | $ 50,340 | ||||||||||||||
Common stock price per share | $ 5 | ||||||||||||||
Proceeds from Stock issued in the underwritten public offering | 46,830 | ||||||||||||||
Other offering expense | $ 3,510 | ||||||||||||||
2020 Underwritten Public Offering [Member] | |||||||||||||||
Common stock price per share | $ 3.25 | ||||||||||||||
Other offering expense | $ 4,647 | ||||||||||||||
Reimbursement of offering expenses included in prepaid expenses and other current assets | 1,009 | ||||||||||||||
2020 Underwritten Public Offering [Member] | Other Current Assets [Member] | |||||||||||||||
Other offering expense | $ 5,656 | ||||||||||||||
IPO [Member] | |||||||||||||||
Class of Warrant or Right, Outstanding | 29,950,150 | ||||||||||||||
Number Of Securities Called By Each Warrant | 0.095 | ||||||||||||||
Common stock issuable upon warrant exercise | 2,845,280 | ||||||||||||||
Initial Shareholders And Other Holders | Founder Shares Transactions | |||||||||||||||
Common Stock, Shares Agreed to Surrender Subjected to Satisfaction or Waiver of Certain Closing Conditions | 6,359,007 | ||||||||||||||
Initial Shareholders And Other Holders | Private Placement Warrants | |||||||||||||||
Common Stock, Shares Agreed to Surrender Subjected to Satisfaction or Waiver of Certain Closing Conditions | 16,400,000 | ||||||||||||||
Joshua Tamaroff [Member] | |||||||||||||||
Professional Fees | $ 833 | $ 1,725 | |||||||||||||
Amendment To The Warrant Agreement [Member] | |||||||||||||||
Number Of Securities Called By Each Warrant | 0.0855 | ||||||||||||||
Common stock issuable upon warrant exercise | 80,451 | ||||||||||||||
Massachusetts Capital Resource Company Life Insurance Community Investment Initiative LLC [Member] | |||||||||||||||
Warrants, Exercise price | $ 3.95 | ||||||||||||||
Common Class A | |||||||||||||||
Common stock, shares authorized | 400,000,000 | ||||||||||||||
Common stock, par value | $ 0.0001 | $ 0.0001 | $ 0.0001 | ||||||||||||
Company issued acquisition of shares | 728,548 | ||||||||||||||
Common stock, shares issued | 128,460,381 | ||||||||||||||
Percentage of common stock outstanding as a result of warrant conversion | 3.00% | ||||||||||||||
Common stock issuable upon warrant exercise | 54,626 | 3,334,658 | |||||||||||||
Non-cash deemed dividend to warrant holders | $ 645 | ||||||||||||||
Aggregate Purchase Price of Class A common stock | $ 64,729 | $ 50,340 | |||||||||||||
Common Class A | Twenty Thousand Nineteen Underwritten Public Offering [Member] | |||||||||||||||
Shares issued in the underwritten public offering | 1,068,056 | 9,000,000 | |||||||||||||
Common Class A | Twenty Thousand Nineteen Underwritten Public Offering [Member] | Maximum [Member] | |||||||||||||||
Shares issued in the underwritten public offering | 1,350,000 | 1,350,000 | |||||||||||||
Common Class A | Twenty Thousand Nineteen Underwritten Public Offering [Member] | Avista capital Partners IV LP [Member] | |||||||||||||||
Shares issued in the underwritten public offering | 6,000,000 | ||||||||||||||
Common Class A | 2020 Underwritten Public Offering [Member] | |||||||||||||||
Common stock, shares issued | 19,916,708 | ||||||||||||||
Aggregate Purchase Price of Class A common stock | $ 64,729 | ||||||||||||||
Shares issued in the underwritten public offering | 2,416,708 | 17,500,000 | |||||||||||||
Proceeds from Stock issued in the underwritten public offering | $ 59,073 | ||||||||||||||
Common Class A | 2020 Underwritten Public Offering [Member] | Maximum [Member] | |||||||||||||||
Shares issued in the underwritten public offering | 2,625,000 | 2,625,000 | |||||||||||||
Common Class A | 2020 Underwritten Public Offering [Member] | Avista capital Partners IV LP [Member] | |||||||||||||||
Shares issued in the underwritten public offering | 4,272,657 | ||||||||||||||
Common Class A | Initial Shareholders And Other Holders | Avista Merger [Member] | |||||||||||||||
Common stock, shares issued | 1,390,993 | ||||||||||||||
Common Class A | Massachusetts Capital Resource Company Life Insurance Community Investment Initiative LLC [Member] | |||||||||||||||
Common stock issuable upon warrant exercise | 19,426 | ||||||||||||||
Maximum Shares Issuable Upon Warrant Exercise | 182,700 | ||||||||||||||
Preferred Stock | |||||||||||||||
Common stock, shares authorized | 1,000,000 | ||||||||||||||
Common stock, par value | $ 0.0001 | ||||||||||||||
Shares outstanding | 0 | ||||||||||||||
Redeemable Common Stock | Nutech Acquisition [Member] | |||||||||||||||
Company issued acquisition of shares | 728,548 |
Equity Incentive Plan Share-B_3
Equity Incentive Plan Share-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Common stock options outstanding | 6,620,318 | 6,620,318 | 7,179,636 | |
Fair value of option vested | $ 678 | $ 1,079 | ||
Unrecognized stock compensation expense | $ 1,438 | $ 1,438 | ||
Share-based compensation expected to be recognized over a weighted-average period | 2 years 8 months 23 days | |||
Weighted average grant-date fair value | $ 1.05 | $ 3.24 | ||
Number of options exercised | 1,476,998 | |||
Restricted Stock Units [Member] | ||||
Unrecognized stock compensation expense | $ 1,760 | $ 1,760 | ||
Share-based compensation expected to be recognized over a weighted-average period | 3 years 3 days | |||
Restricted stock units issued to employees | 873,595 | |||
Option Loans | ||||
Common stock options outstanding | 195,278 | 195,278 | ||
Related Parties Notes Receivable | $ 334 | $ 334 | $ 635 | |
Number of shares issued as collateral for the option loans | 675,990 | 675,990 | ||
Number of options exercised | 480,712 | |||
Proceeds from Collection of Long-term Loans to Related Parties | $ 301 | $ 301 | ||
Selling, General and Administrative Expenses | ||||
Share-based compensation expense | $ 1,661 | $ 936 | $ 1,075 | |
2003 and 2018 Stock Incentive Plan | ||||
Stock option expiration period | 10 years | |||
2003 and 2018 Stock Incentive Plan | Maximum | ||||
Stock option granted vesting period | 5 years | |||
2003 and 2018 Stock Incentive Plan | Minimum | ||||
Stock option granted vesting period | 4 years | |||
2003 and 2018 Stock Incentive Plan | Restricted Stock Units [Member] | ||||
Stock option granted vesting period | 4 years | |||
Common Class A | 2018 Stock Incentive Plan | ||||
Common stock options authorized | 9,198,996 | 9,198,996 |
Equity Incentive Plan Share-B_4
Equity Incentive Plan Share-Based Compensation - Schedule of Fair Value of Stock Options Granted to Employees and Directors (Detail) - $ / shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Risk-free interest rate | 0.46% | 2.24% |
Expected term (in years) | 6 years 2 months 19 days | 6 years 6 months |
Expected volatility | 37.40% | 42.70% |
Expected dividend yield | 0.00% | 0.00% |
Exercise price | $ 4.04 | $ 7.08 |
Underlying stock price | $ 3.37 | $ 7.08 |
Equity Incentive Plan Share-B_5
Equity Incentive Plan Share-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] | 12 Months Ended |
Dec. 31, 2020$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested Granted | shares | 873,595 |
Unvested Canceled/Forfeited | shares | (67,547) |
Unvested at December 31, 2020 | shares | 806,048 |
Unvested Granted | $ / shares | $ 3.81 |
Unvested Canceled/Forfeited | $ / shares | 3.76 |
Unvested at December 31, 2020 | $ / shares | $ 3.82 |
Equity Incentive Plan Share-B_6
Equity Incentive Plan Share-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Number of Shares Outstanding | 7,179,636 | |
Number of Shares Granted | 1,553,723 | 100,000 |
Number of Shares Canceled / forfeited | (636,043) | |
Number of Shares Exercised | (1,476,998) | |
Number of Shares Outstanding | 6,620,318 | 7,179,636 |
Number of Shares Options Exercisable | 4,824,807 | |
Number of Shares Options vested or expected to vest | 6,274,637 | |
Weighted Average Exercise Price Outstanding | $ 1.98 | |
Weighted Average Exercise Price Granted | 4.04 | |
Weighted Average Exercise Price Cancelled / forfeited | 3.63 | |
Weighted Average Exercise Price Exercised | 1.91 | |
Weighted Average Exercise Price Outstanding | 2.33 | $ 1.98 |
Weighted Average Exercise Price Options Exercisable | 1.64 | |
Weighted Average Exercise Price Options Vested or Expected to Vest | $ 2.22 | |
Weighted Average Remaining Contractual Term (in years) Outstanding | 5 years 2 months 19 days | 5 years 21 days |
Weighted Average Remaining Contractual Term (in years) Options Exercisable | 3 years 10 months 9 days | |
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest | 5 years 3 days | |
Aggregate Intrinsic Value Outstanding | $ 34,458 | $ 20,799 |
Aggregate Intrinsic Value Options Exercised | 4,749 | |
Aggregate Intrinsic Value Options Exercisable | 28,412 | |
Aggregate Intrinsic Value Options Vested or Expected to Vest | $ 33,307 |
Equity Incentive Plan Share-B_7
Equity Incentive Plan Share-Based Compensation - Parenthetical (Detail) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Payment Arrangement [Abstract] | ||
Options granted | 1,553,723 | 100,000 |
Income Taxes - Schedule of Comp
Income Taxes - Schedule of Components of Income Tax Expense (Benefit) (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Current Income Tax Expense (Benefit), Continuing Operations [Abstract] | |||
Federal | $ (106) | $ (105) | $ (212) |
State | 505 | 116 | 101 |
Foreign | 19 | 28 | 9 |
Total current tax expense (benefit) | 418 | 39 | (102) |
Deferred tax expense (benefit) | |||
Federal | 109 | 105 | 212 |
Foreign | 3 | 6 | (26) |
Total deferred tax expense | 112 | 111 | 186 |
Total income tax expense | $ 530 | $ 150 | $ 84 |
Income Taxes - Component of Com
Income Taxes - Component of Company's Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
Deferred Tax Assets, Operating Loss Carryforwards, Components [Abstract] | ||
Federal | $ 31,783 | $ 36,511 |
State | 3,342 | 4,075 |
Foreign | 18 | 21 |
Other | 5,829 | 4,828 |
163j interest | 4,979 | 7,030 |
Stock-based compensation | 357 | 633 |
Capital leases | 2,991 | 3,391 |
Fixed assets | 2,589 | 2,528 |
Net deferred tax assets before valuation allowance | 51,888 | 59,017 |
Deferred tax assets valuation allowance | (48,252) | (54,251) |
Intangibles | (3,618) | (4,639) |
Net deferred tax assets | $ 18 | $ 127 |
Income Taxes - Schedule of Effe
Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Detail) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
U.S. federal statutory income tax rate | 21.00% | 21.00% | 21.00% |
Federal valuation allowance | (28.90%) | (17.60%) | (18.40%) |
State valuation allowance | (4.80%) | (3.90%) | (3.90%) |
State and local income taxes | 6.20% | 3.50% | 3.50% |
Nondeductible expenses | 6.00% | (1.40%) | (2.30%) |
Uncertain tax position reserves | 0.40% | (0.10%) | (0.10%) |
Research and development tax credits | 3.00% | (1.90%) | |
Effective income tax rate | 2.90% | (0.40%) | (0.20%) |
Income Taxes - Schedule of Unre
Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Income Tax Disclosure [Abstract] | |||
Gross balance at beginning of year | $ 2,618 | $ 3,286 | $ 3,486 |
Additions based on tax positions related to the current period | 111 | 133 | 157 |
Reductions for tax positions of prior years | (606) | (801) | (357) |
Gross balance at end of year | $ 2,123 | $ 2,618 | $ 3,286 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 27, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Federal corporate income tax rate | 21.00% | 21.00% | 21.00% | |
Operating loss carryforwards research and development credit | $ 1,003 | |||
Deferred tax assets valuation allowance | 48,252 | $ 54,251 | ||
Decrease in valuation allowance | (5,999) | |||
Net deferred tax asset, AMT credit | 106 | |||
Unrecognized tax benefits | $ 2,870 | 3,192 | $ 3,722 | |
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 | $ 317 | 269 | ||
Operating loss carryforward indefinately | $ 58,718 | |||
Percentage of OperatingLoss Carryforwards Limitations On Use | 80.00% | |||
Subsidiaries [Member] | ||||
Net operating loss cary forward | $ 18 | |||
Minimum | ||||
Percentage of interest on adjusted taxable income | 30.00% | 30.00% | ||
Maximum | ||||
Percentage of interest on adjusted taxable income | 50.00% | 50.00% | ||
Domestic Tax Authority [Member] | ||||
Operating Loss Carryforwards | $ 151,335 | |||
Domestic Tax Authority [Member] | Expiration December 31, 2020 through 2037 | ||||
Operating Loss Carryforwards | $ 92,617 | |||
Domestic Tax Authority [Member] | Minimum | ||||
Operating loss carryforward expiration term | Dec. 31, 2020 | |||
Tax credit carryforward expiration term | Dec. 31, 2020 | |||
Domestic Tax Authority [Member] | Maximum | ||||
Operating loss carryforward expiration term | Dec. 31, 2037 | |||
Tax credit carryforward expiration term | Dec. 31, 2037 | |||
State and Local Jurisdiction [Member] | Expiration December 31, 2020 through 2039 | ||||
Operating Loss Carryforwards | $ 58,437 | |||
State and Local Jurisdiction [Member] | Minimum | ||||
Operating loss carryforward expiration term | Dec. 31, 2021 | |||
State and Local Jurisdiction [Member] | Maximum | ||||
Operating loss carryforward expiration term | Dec. 31, 2039 |
Net Income (Loss) Per Share (_3
Net Income (Loss) Per Share (EPS) - Basic and diluted net loss per share (Detail) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Net Income (loss) | $ 17,949 | $ (40,454) | $ (64,831) |
Less: Non-cash dividend to warrant holders | 645 | ||
Net Income (loss) attributable to common shareholders | $ 17,949 | $ (41,099) | $ (64,831) |
Weighted-average common shares outstanding—basic | 107,737,936 | 92,840,401 | 69,318,456 |
Weighted-average common shares outstanding—diluted | 111,360,831 | 92,840,401 | 69,318,456 |
Earnings (loss) per share—basic | $ 0.17 | $ (0.44) | $ (0.94) |
Earnings (loss) per share—diluted | $ 0.16 | $ (0.44) | $ (0.94) |
Restricted Stock Units [Member] | |||
Dilutive effect of awards | 135,932 | ||
Employee Stock Option | |||
Dilutive effect of awards | 3,486,963 |
Net Income (Loss) per Share (_4
Net Income (Loss) per Share (EPS) - Additional Information (Detail) - shares | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Earnings Per Share [Abstract] | |||
Anti-dilutive shares excluded from the diluted EPS | 1,792,085 | 7,179,636 | 25,727,963 |
Commitments and Contingencies_2
Commitments and Contingencies (Schedule of leases payments) (Detail) - USD ($) $ in Thousands | Dec. 31, 2020 | Dec. 31, 2019 |
2021 | $ 4,786 | |
2022 | 4,945 | |
2023 | 0 | |
2024 | 9,810 | |
Total | 19,541 | |
Less amount representing interest | (4,480) | |
Present value of minimum lease payments | 15,061 | |
Less current maturities | (3,619) | $ (3,057) |
Long-term portion | $ 11,442 | $ 14,431 |
Commitments and Contingencies_3
Commitments and Contingencies (Schedule Of Operating Leased Assets) (Detail) $ in Thousands | Dec. 31, 2020USD ($) |
2021 | $ 5,640 |
2022 | 4,036 |
2023 | 3,698 |
2024 | 3,029 |
2025 | 3,017 |
Thereafter | 15,531 |
Total | $ 34,951 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) $ in Thousands | Feb. 24, 2020USD ($) | Feb. 14, 2020USD ($) | Dec. 31, 2020USD ($)ft² | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) |
Accrued Legal Expenses | $ 150 | $ 542 | |||
Operating Lease, Expense | $ 6,509 | 6,231 | $ 4,628 | ||
Land Subject to Ground Leases | ft² | 43,850 | ||||
Annual lease payments | $ 1,052 | ||||
Annual lease payments ten year lease term | 44 | ||||
Annual lease payments five year lease term | 33 | ||||
Security Deposit | 526 | ||||
Increase (Decrease) in Security Deposits | 263 | ||||
Annual lease payments during the first year | 5,640 | ||||
Gain on litigation settlement | $ 2,246 | ||||
California [Member] | |||||
Aggregate annual lease payments rent percentage increases | 3.00% | ||||
Land Subject to Ground Leases | ft² | 23,000 | ||||
Security Deposit | $ 237 | ||||
Lessee, Operating Lease, Term of Contract | 10 years | ||||
Lessee, Operating Lease, Option to Extend | five years | ||||
Annual lease payments during the first year | $ 1,419 | ||||
Fleet Lease | |||||
Lessee, Operating Lease, Term of Contract | 367 days | ||||
Selling, General and Administrative Expenses | |||||
Royalty Expense | $ 4,370 | 3,778 | 2,059 | ||
Accrued But Unpaid Capital Lease Obligation | |||||
Accrued Interest | 1,673 | 717 | |||
Accrued But Unpaid Capital Lease Obligation | Principal and Interest | |||||
Capital lease rental arrears | 10,336 | 10,336 | |||
Accrued But Unpaid Capital Lease Obligation | Interest | |||||
Capital lease rental arrears | 2,865 | 3,512 | |||
Accrued But Unpaid Capital Lease Obligation | Principal | |||||
Capital lease rental arrears | 6,946 | 6,321 | |||
Accrued But Unpaid Capital Lease Obligation | CAM Portion of Accrued Rent | |||||
Capital lease rental arrears | 525 | 503 | |||
License Agreement with University | |||||
Accrued Royalties | 1,187 | 1,187 | |||
Royalty Expense | 0 | 0 | $ 0 | ||
Dan Road Associates | |||||
Capital Lease Obligations | $ 4,308 | ||||
Capital Leases Aggregate Annual Lease Payments Rent Percentage | 10.00% | ||||
NuTech Medical | |||||
Deferred Acquisition Cost 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 | ||||
Under the lease, the Company is required to make monthly rent payments of approximately | 21 | ||||
Agreement cancellation charges paid | $ 1,950 | $ 1,950 | |||
Consulting service and royalty payment term | 15 years | ||||
Damages awarded | $ 4,000 | ||||
Loss contingency damages paid | 2,000 | ||||
Loss contingency value of each instalment to be paid | 500 | ||||
Loss contigency damages payable | $ 2,000 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Net principal and interest receivable | $ 0 | $ 0 | $ 556 |
Selling, General and Administrative Expenses | |||
Related Party Transaction, Amounts of Transaction | 1,516 | ||
Option Loans | |||
Related Parties Notes Receivable | 334 | 334 | 635 |
Proceeds from Collection of Long-term Loans to Related Parties | 301 | 301 | |
Liquidity Loan to Two Former Employee | |||
Note Receivable | $ 2,350 | ||
Liquidity Loan to One Former Employee | |||
Proceeds from Collection of Long-term Loans to Related Parties | 1,000 | ||
Liquidity Loan to One Former Employee | Principal Forgiveness [Member] | |||
Loans advanced written off | 1,000 | ||
Liquidity Loan [Member] | |||
Related Parties Notes Receivable | $ 100 | 100 | |
Liquidity Loan [Member] | Principal [Member] | |||
Proceeds from Collection of Long-term Loans to Related Parties | 250 | ||
Liquidity Loan [Member] | Interest [Member] | |||
Proceeds from Collection of Long-term Loans to Related Parties | $ 266 | ||
Maximum [Member] | Liquidity Loan and Option Loans | |||
Interest Rate | 3.86% | 3.86% | |
Minimum [Member] | Liquidity Loan and Option Loans | |||
Interest Rate | 2.30% | 2.30% |
Employee Benefit Plan - Additio
Employee Benefit Plan - Additional Information (Detail) - USD ($) $ in Thousands | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 | |
Retirement Benefits [Abstract] | |||
Company made employer contributions | $ 2,731 | $ 2,290 | $ 1,883 |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - shares | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,553,723 | 100,000 | |
Restricted Stock Units [Member] | |||
Stock option granted during the period | 873,595 | ||
Subsequent Event [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Gross | 1,037,099 | ||
Subsequent Event [Member] | Restricted Stock Units [Member] | |||
Stock option granted during the period | 173,127 | ||
Stock option granted vesting period | 4 years |