Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2021 | May 01, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2021 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q1 | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Entity Registrant Name | Organogenesis Holdings Inc. | |
Entity Central Index Key | 0001661181 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Trading Symbol | ORGO | |
Entity Small Business | true | |
Entity Emerging Growth Company | true | |
Entity Ex Transition Period | false | |
Entity Shell Company | false | |
Entity Address, State or Province | MA | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Entity Common Stock, Shares Outstanding | 128,218,266 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash | $ 77,458 | $ 84,394 |
Restricted cash | 500 | 412 |
Accounts receivable, net | 72,003 | 56,804 |
Inventory | 29,721 | 27,799 |
Prepaid expenses and other current assets | 5,557 | 4,935 |
Total current assets | 185,239 | 174,344 |
Property and equipment, net | 62,431 | 60,068 |
Intangible assets, net | 29,379 | 30,622 |
Goodwill | 28,772 | 28,772 |
Operating lease right-of-use assets, net | 12,706 | |
Deferred tax asset, net | 18 | 18 |
Other assets | 636 | 670 |
Total assets | 319,181 | 294,494 |
Current liabilities: | ||
Deferred acquisition consideration | 483 | |
Current portion of term loan | 16,875 | 16,666 |
Current portion of finance lease obligations | 3,870 | 3,619 |
Current portion of operating lease obligations | 4,004 | |
Current portion of deferred rent and lease incentive obligation | 95 | |
Accounts payable | 23,877 | 23,381 |
Accrued expenses and other current liabilities | 25,383 | 23,973 |
Total current liabilities | 74,009 | 68,217 |
Line of credit | 10,000 | 10,000 |
Term loan, net of current portion | 42,876 | 43,044 |
Deferred acquisition consideration, net of current portion | 1,436 | 1,436 |
Earnout liability | 3,689 | 3,985 |
Deferred rent and lease incentive obligation, net of current portion | 2,315 | |
Finance lease obligations, net of current portion | 10,516 | 11,442 |
Operating lease obligations, net of current portion | 11,031 | |
Other liabilities | 8,332 | 7,971 |
Total liabilities | 161,889 | 148,410 |
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; 128,830,803 and 128,460,381 shares issued; 128,102,255 and 127,731,833 shares outstanding at March 31, 2021 and December 31, 2020, respectively. | 13 | 13 |
Additional paid-in capital | 298,095 | 296,830 |
Accumulated deficit | (140,816) | (150,759) |
Total stockholders' equity | 157,292 | 146,084 |
Total liabilities and stockholders' equity | $ 319,181 | $ 294,494 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2021 | Dec. 31, 2020 |
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 | 128,830,803 | 128,460,381 |
Common stock, shares outstanding | 128,102,255 | 127,731,833 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Net revenue | $ 102,552 | $ 61,732 |
Cost of goods sold | 25,495 | 18,793 |
Gross profit | 77,057 | 42,939 |
Operating expenses: | ||
Selling, general and administrative | 58,232 | 52,613 |
Research and development | 6,209 | 5,410 |
Total operating expenses | 64,441 | 58,023 |
Income (loss) from operations | 12,616 | (15,084) |
Other expense, net: | ||
Interest expense, net | (2,470) | (2,510) |
Gain on settlement of deferred acquisition consideration | 1,295 | |
Other income (expense), net | (3) | 21 |
Total other expense, net | (2,473) | (1,194) |
Net income (loss) before income taxes | 10,143 | (16,278) |
Income tax expense | (200) | (35) |
Net income (loss) | $ 9,943 | $ (16,313) |
Net income (loss), per share: | ||
Basic | $ 0.08 | $ (0.16) |
Diluted | $ 0.07 | $ (0.16) |
Weighted-average common shares outstanding | ||
Basic | 127,870,065 | 104,486,924 |
Diluted | 133,451,950 | 104,486,924 |
CONSOLIDATED STATEMENTS STOCKHO
CONSOLIDATED STATEMENTS STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Previously Reported [Member] | Common Stock | Common StockPreviously Reported [Member] | Additional Paid-in Capital | Additional Paid-in CapitalPreviously Reported [Member] | Additional Paid-in CapitalRevision of Prior Period, Reclassification, Adjustment [Member] | Accumulated Deficit | Accumulated DeficitPreviously Reported [Member] | Accumulated DeficitRevision of Prior Period, Reclassification, Adjustment [Member] |
Balance at Dec. 31, 2019 | $ 55,583 | $ 55,583 | $ 10 | $ 10 | $ 224,281 | $ 226,580 | $ (168,708) | $ (171,007) | ||
Balance (in shares) at Dec. 31, 2019 | 104,870,886 | 104,870,886 | ||||||||
Adjustment due to Private Warrant reclassification | $ (2,299) | $ 2,299 | ||||||||
Exercise of stock options | 816 | $ 1 | 815 | |||||||
Exercise of stock options (in shares) | 489,129 | |||||||||
Stock-based compensation expense | 209 | 209 | ||||||||
Net income (loss) | (16,313) | (16,313) | ||||||||
Balance at Mar. 31, 2020 | 40,295 | $ 11 | 225,305 | (185,021) | ||||||
Balance (in shares) at Mar. 31, 2020 | 105,360,015 | |||||||||
Balance at Dec. 31, 2020 | $ 146,084 | $ 146,084 | $ 13 | $ 13 | 296,830 | $ 299,129 | (150,759) | $ (153,058) | ||
Balance (in shares) at Dec. 31, 2020 | 127,731,833 | 127,731,833 | 127,731,833 | |||||||
Adjustment due to Private Warrant reclassification | $ (2,299) | $ 2,299 | ||||||||
Exercise of stock options | $ 984 | 984 | ||||||||
Exercise of stock options (in shares) | 480,622 | 285,344 | ||||||||
Vesting of RSUs, net of shares surrendered to pay taxes | $ (417) | (417) | ||||||||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 85,078 | |||||||||
Stock-based compensation expense | 698 | 698 | ||||||||
Net income (loss) | 9,943 | 9,943 | ||||||||
Balance at Mar. 31, 2021 | $ 157,292 | $ 13 | $ 298,095 | $ (140,816) | ||||||
Balance (in shares) at Mar. 31, 2021 | 128,102,255 | 128,102,255 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash flows from operating activities: | ||
Net income (loss) | $ 9,943 | $ (16,313) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation | 1,010 | 902 |
Amortization of intangible assets | 1,243 | 817 |
Amortization of operating lease right-of-use assets | 1,129 | |
Non-cash interest expense | 72 | 46 |
Deferred interest expense | 525 | 470 |
Deferred rent expense and lease incentive obligation | 92 | |
Gain on settlement of deferred acquisition consideration | (1,295) | |
Recovery of certain notes receivable from related parties | (179) | |
Provision recorded for sales returns and doubtful accounts | 1,103 | 217 |
Loss on disposal of property and equipment | 239 | 201 |
Adjustment for excess and obsolete inventories | 2,290 | 769 |
Stock-based compensation | 698 | 209 |
Change in fair value of Earnout liability | (296) | |
Changes in operating assets and liabilities: | ||
Accounts receivable | (16,301) | 6,325 |
Inventory | (4,212) | (4,287) |
Prepaid expenses and other current assets | (622) | (2,099) |
Operating leases | (1,210) | |
Accounts payable | 1,842 | (1,910) |
Accrued expenses and other current liabilities | 1,411 | (1,274) |
Other liabilities | (164) | (153) |
Net cash used in operating activities | (1,479) | (17,283) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (4,957) | (4,243) |
Proceeds from the repayment of notes receivable from related parties | 179 | |
Net cash used in investing activities | (4,778) | (4,243) |
Cash flows from financing activities: | ||
Proceeds from term loan | 10,000 | |
Payments of withholding taxes in connection with RSUs vesting | (417) | |
Proceeds from the exercise of stock options | 984 | 816 |
Principal repayments of finance lease obligations | (675) | (544) |
Payment of deferred acquisition consideration | (483) | (2,042) |
Net cash (used in) provided by financing activities | (591) | 8,230 |
Change in cash and restricted cash | (6,848) | (13,296) |
Cash and restricted cash, beginning of period | 84,806 | 60,370 |
Cash and restricted cash, end of period | 77,958 | 47,074 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 1,937 | 2,244 |
Cash paid for income taxes | ||
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 306 | $ 2,942 |
Right-of-use assets obtained through operating lease obligations | $ 310 |
Nature of the Business and Basi
Nature of the Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of the Business and Basis of Presentation | 1. Nature of the 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 The emergence of the coronavirus (COVID-19) COVID-19 COVID-19 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 has reviewed and implemented cost-saving measures and will continue to review and implement additional cost-saving measures, as necessary, to address the evolving COVID-19 Merger with Avista Healthcare Public Acquisition Corp On December 10, 2018, Avista Healthcare Public Acquisition Corp., our predecessor company (“AHPAC”), consummated the previously announced merger (the “Avista Merger”) pursuant to an Agreement and Plan of Merger, dated as of August 17, 2018 (as amended, the “Avista Merger Agreement”), by and among AHPAC, Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct wholly-owned subsidiary of AHPAC (“Avista Merger Sub”) and Organogenesis Inc., a Delaware corporation (“Organogenesis Inc.”). As a result of the Avista Merger and the other transactions contemplated by the Avista Merger Agreement, Avista Merger Sub merged with and into Organogenesis Inc., with Organogenesis Inc. surviving the Avista Merger and becoming a wholly-owned subsidiary of AHPAC. 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. This determination was primarily based on Organogenesis Inc.’s equity holders having a majority of the voting power of the combined company, Organogenesis Inc. comprising the ongoing operations of the combined entity, Organogenesis Inc. comprising a majority of the governing body of the combined company, and Organogenesis Inc.’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Avista Merger was treated as the equivalent of Organogenesis Inc. issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC were recorded at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Avista Merger are those of Organogenesis Inc. Liquidity and Financial Conditions In accordance with ASC 205-40, Going Concern 205-40”), The Company also had up to $30,000 available (subject to Borrowing Base) for future revolving borrowings under our Revolving Facility (see Note “13. Long-Term Debt Obligations”). For the three months ended March 31, 2021, the Company has generated net income of of cash from operations. The Company expects that its cash of $ and other components of working capital of $ as of March 31, 2021, plus net cash flows from product sales and availability under the 2019 Credit Agreement, 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 quarterly report. 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. 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared by management in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K The unaudited consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned or controlled subsidiaries of Organogenesis Inc., including Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s financial position, results of operations and cash flows at the dates and for the periods indicated. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, any other interim periods, or any future years or periods. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure as of the date of the consolidated financial statements and the reported results of operations during the reporting periods. Actual results could differ from those estimates. Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note “2. Significant Accounting Policies” to the Consolidated Financial Statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report, other than as it related to the recently adopted accounting pronouncement disclosed below. Revision to Previously Issued Financial Statements On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. As of December 31, 2018, the Company had 4.1 million private warrants outstanding, which were issued to Avista Capital Partners IV, L.P. and Avista Capital Partners IV (Offshore), L.P. in connection with the Avista Merger on December 10, 2018 (the “Private Warrants”), and 31.0 million public warrants outstanding that were issued in connection with the initial public offering of Avista Healthcare Public Acquisition Corp. on October 10, 2016 (the “Public Warrants”, together with the Private Warrants, the “Warrants”). The Company originally classified the Warrants as equity on its financial statements. In 2019, the outstanding Warrants were exchanged for 3.3 million shares of the Company’s Class A common stock. There were no Warrants outstanding as of December 31, 2019. As a result of the SEC Statement, the Company reevaluated the historical accounting treatment of its Public Warrants and Private Warrants and determined that the Private Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet with changes to the fair value recorded to the consolidated statements of operations. The Company assessed the materiality of this error on prior period financial statements in accordance with SEC Staff Accounting Bulletin Number 99, Materiality, and ASC 250-10, Accounting Changes and Error Corrections. The Company determined that this error was not material to the financial statements of any prior annual or interim period. The Company reclassified paid-in Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Topic 842), as further amended (“ASC 842”), to increase transparency and comparability among organizations by requiring the recognition of, at the lease commencement date, a lease liability for the obligation to make lease payments, and a right-of-use (“ROU”) asset for the right to use the underlying asset, on the balance sheet. Although the Company remains an emerging growth company until December 31, 2021, it elected to early adopt ASC 842 on January 1, 2021. ASC 842 requires a modified retrospective transition method that could either be applied at the earliest comparative period in the financial statements or in the period of adoption. The Company elected to use the period of adoption (January 1, 2021) transition method and therefore did not recast prior periods. Results for reporting periods beginning on January 1, 2021 are presented under ASC 842, while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment under Accounting Standards Codification 840, Leases (“ASC 840”). In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases. The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of non-lease right-of-use right-of-use of deferred lease liabilities and lease incentives. The Company’s accounting for finance leases (previously classified as capital leases under ASC remained substantially unchanged. See Note “17. Leases” for further disclosures. Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Subsequent ASU 2016-13, the ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments- Credit Losses ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ASU 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses ASU 2016-13 and ASU 2016-13 and The Company is currently assessing the adoption of ASU 2016-13 and the related impact on the Company’s consolidated financial statements. |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2021 | |
Business Combinations [Abstract] | |
Acquisition | 3. Acquisition On September 17, 2020 (the “Acquisition Date”), the Company acquired certain assets and assumed certain liabilities of CPN Biosciences, LLC (“CPN”) pursuant to an asset purchase agreement dated July 24, 2020. CPN offered a physician office management solution and advanced wound care products. The aggregate consideration amounted to $19,024 as of the Acquisition Date. 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 an Acquisition Date fair value of $3,782. On the Acquisition Date, the Company paid $5,820 in cash and issued 1,947,953 shares of the Company’s Class A common stock. The remaining consideration of $1,436 was held back (the “Holdback”) and will be paid or issued, as applicable, eighteen months after the Acquisition Date, subject to any offsetting indemnification claims against CPN. The Company is obligated to pay an Earnout to CPN’s former shareholders if CPN’s legacy product revenue in the Earnout Period (defined as a twelve-month period, starting on the first day of the next calendar quarter immediately following the post-closing sales meeting), exceeds CPN’s 2019 revenue. The amount of the Earnout, if any, will be equal to 70% of the excess and will be payable 60 days after the expiration of the Earnout Period. The post-closing sales meeting happened in April 2021 and the Earnout Period will be July 1, 2021 to June 30, 2022. The Company recorded a non-current on the Acquisition Date for the fair value of the contingent consideration related to the expected Earnout. The Company assesses the fair value of the Earnout liability at each reporting period. As of March 31, 2021, the Earnout liability was estimated at $ . Subsequent changes in the estimated fair value of the liability are reflected in earnings until the liability is settled (see Note “5. Fair Value Measurement of Financial Instrument s 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: Total purchase price $ 19,024 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 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 non-competition agreements of which are being amortized on a straight-line basis, over weighted-average useful lives of 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. |
Product and Geographic Sales
Product and Geographic Sales | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Product and Geographic Sales | 4. Product and Geographic Sales The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. There is a single performance obligation in all of the Company’s contracts, which is the Company’s promise to transfer the Company’s products to customers based on specific payment and shipping terms in the arrangement. The entire transaction price reflects a single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s products which occurs at a point in time and may be upon shipment, procedure date, or delivery, based on the terms of the contract. Revenue is recorded net of a reserve for returns, discounts and Group Purchasing Organization (“GPO”) rebates, which represent a direct reduction to the revenue recognized. These reductions are accrued at the time revenue is recognized, based upon historical experience and specific circumstances. For the three months ended March 31, 2021 and 2020, the Company recorded GPO fees of $700 and $960, respectively, as a direct reduction of revenue. The following tables set forth revenue by product category: Three Months Ended March 31, 2021 2020 Advanced Wound Care $ 90,708 $ 51,288 Surgical & Sports Medicine 11,844 10,444 Total net revenue $ 102,552 $ 61,732 For all periods presented, net revenue generated outside the United States represented less than 1% of total net revenue. |
Fair Value of Financial Assets
Fair Value of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Fair Value Disclosures [Abstract] | |
Fair Value of Financial Assets and Liabilities | 5. Fair Value of Financial Assets and Liabilities 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 March 31, 2021 and December 31, 2020. Fair Value Measurements as of March 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 3,689 $ 3,689 $ — $ — $ 3,689 $ 3,689 Fair Value Measurements as of December 31, 2020 Using: 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 is classified as a Level 3 measurement within the fair value hierarchy 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. Any subsequent changes in the estimated fair value of the liability are reflected in selling, general and administrative expenses until the liability is settled. For more information about the Earnout liability, refer to Note “3. Acquisition”. As of March 31, 2021, the Earnout liability decreased to Earnout liability Balance as of December 31, 2020 $ 3,985 Change in fair value (296 ) Balance as of March 31, 2021 $ 3,689 The Company did not have any financial assets and liabilities measured at fair value on a non-recurring |
Accounts receivable, net
Accounts receivable, net | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Accounts receivable, net | 6. Accounts Receivable, Net Accounts receivable consisted of the following: March 31 December 31, Accounts receivable $ 78,079 $ 61,792 Less — allowance for sales returns and doubtful accounts (6,076 ) (4,988 ) $ 72,003 $ 56,804 The Company’s allowance for sales returns and doubtful accounts was comprised of the following: Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 4,988 $ 3,049 Additions (reductions) 1,103 217 Write-offs (15 ) (62 ) Balance at end of period $ 6,076 $ 3,204 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories Inventories, net of related reserves for excess and obsolescence, consisted of the following: March 31, December 31, Raw materials $ 11,436 $ 10,075 Work in process 764 1,305 Finished goods 17,521 16,419 $ 29,721 $ 27,799 Raw materials include various components used in the Company’s manufacturing process. The Company’s excess and obsolete inventory review process includes analysis of sales forecasts and historical sales as compared to inventory level, and working with operations to maximize recovery of excess inventory. During the three months ended March 31, 2021 and 2020, the Company charged $2,290 and $769, 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 | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Prepaid Expenses and Other Current Assets | 8. Prepaid Expenses and Other Current Assets Prepaid expenses and other current assets consisted of the following: March 31, 2021 December 31, 2020 Prepaid subscriptions $ 2,529 $ 2,013 Prepaid conferences and marketing expenses 240 63 Prepaid deposits 1,586 1,438 Reimbursement of offering expenses — 1,009 Other 1,202 412 $ 5,557 $ 4,935 Prepaid deposits are deposits held by vendors which are expected to be released within twelve months and therefore they are recorded as current assets. |
Property and Equipment, Net
Property and Equipment, Net | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | 9. Property and Equipment, Net Property and equipment consisted of the following: March 31, December 31, Leasehold improvements $ 39,977 $ 39,574 Furniture, computers and equipment 48,792 48,236 88,769 87,810 Accumulated depreciation and amortization (70,525 ) (69,521 ) Construction in progress 44,187 41,779 $ 62,431 $ 60,068 Depreciation expense was $1,010 and $902 for the three months ended March 31, 2021 and 2020. As of March 31, 2021 and December 31, 2020, the Company had $21,689 of buildings under finance leases recorded within leasehold improvements. As of March 31, 2021 and December 31, 2020, the Company had $15,274 and $14,974 recorded within accumulated depreciation and amortization related to buildings under finance leases, respectively. Construction in progress primarily represents unfinished construction work on a building under a finance lease and, more recently, improvements at the Company’s leased facilities in Canton and Norwood, Massachusetts. |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets Goodwill was $28,772 as of March 31, 2021 and December 31, 2020. In April 2019, the Company purchased $750 of intangibles related to patent and know-how Identifiable intangible assets consisted of the following as of March 31, 2021: Original Accumulated Net Book Developed technology $ 32,620 $ (15,175 ) $ 17,445 Trade names and trademarks 2,080 (981 ) 1,099 Customer relationships 10,690 (579 ) 10,111 Non-compete 1,010 (286 ) 724 Total $ 46,400 $ (17,021 ) $ 29,379 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 1,010 (230 ) 780 Total $ 46,400 $ (15,778 ) $ 30,622 Amortization of intangible assets, calculated on a straight-line basis or using an accelerated method, was $1,243 and $817 for the three months ended March 31, 2021 and 2020, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses and Other Current Liabilities | 11. Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consisted of the following: March 31, December 31, Accrued personnel costs $ 20,374 $ 18,943 Accrued royalties 2,851 2,971 Other 2,158 2,059 $ 25,383 $ 23,973 |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 12. 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 will result in a charge of approximately $5.5 million, of which approximately $4.5 million is attributable to the retention benefits associated with approximately 70 employees and the remaining $1.0 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 pre-tax charge Employee Facility Liability balance as of December 31, 2020 $ 618 $ — Expenses 910 17 Payments — — Liability balance as of March 31, 2021 $ 1,528 $ 17 |
Long-Term Debt Obligations
Long-Term Debt Obligations | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt Obligations | 13. Long-Term Debt Obligations Long-term debt obligations consisted of the following: March 31, 2021 December 31, 2020 Line of credit $ 10,000 $ 10,000 Term loan 60,000 60,000 Less debt discount and debt issuance cost (249 ) (290 ) Less current maturities (16,875 ) (16,666 ) Term loan, net of debt discount, debt issuance cost and current maturities $ 42,876 $ 43,044 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 upon achievement of certain financial metrics; and (iii) the third tranche of $10,000 was made available to the Company and fully funded in March 2020 upon achievement of a certain financial metric. The interest rate for the Term Loan Facility is a floating per annum interest rate equal to the greater of 3.75% above the Wall Street Journal Prime Rate and 9.25%. The interest rate as of March 31, 2021 was 9.25%. The 2019 Credit Agreement requires the Company to make monthly interest-only payments on outstanding balances under the Term Loan Facility through June 2021. Thereafter, each term loan advance will be repaid in thirty-two 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 1.50% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after the two year anniversary but prior to the three year anniversary of the closing, and 0.50% 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 March 31, 2021 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% per annum, calculated based on the difference of $40,000 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 2.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs after the two year anniversary but prior to the three year 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 As of March 31, 2021, the Company had outstanding borrowings of $60,000 under the Term Loan Facility and $10,000 under the Revolving Facility with up to $30,000 available (subject to Borrowing Base) for future revolving borrowings. The Company accrues for the Final Payment of $3,900 over the term of the Term Loan Facility through a charge to the interest expense. The related liability of $2,144 and $1,858 as of March 31, 2021 and December 31, 2020, respectively, was included in other liabilities on the consolidated balance sheets. The Company incurred costs of $554 in connection with the Term Loan Facility, which are recorded as a reduction of the carrying value of the term loan on the Company’s consolidated balance sheets. In connection with the Revolving Facility, the Company incurred costs of $370, which are recorded as other assets. Both of these costs are being amortized to interest expense through the maturity date of the facilities. Future payments of the 2019 Credit Agreement, as of March 31, 2021, are as follows for the calendar years ending December 31: 2021 $ 11,250 2022 22,500 2023 22,500 2024 13,750 Total $ 70,000 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Common Stock As of March 31, 2021, the Company was authorized 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. 128,830,803 shares of Class A common stock were issued and 128,102,255 shares were outstanding as of March 31, 2021. No shares of preferred stock were outstanding as of March 31, 2021. The issued shares of Class A common stock include 728,548 treasury shares that were reacquired in connection with the redemption of redeemable shares in March 2019. As of March 31, 2021 and December 31, 2020, the Company reserved the following shares of Class A common stock for future issuance: March 31 December 31, Shares reserved for issuance for outstanding options 7,171,415 6,425,040 Shares reserved for issuance for outstanding restricted stock units 933,214 806,048 Shares reserved for issuance for future grants 5,578,422 6,832,649 Total shares of authorized common stock reserved for future issuance 13,683,051 14,063,737 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Stock-Based Compensation | 15. Stock-Based Compensation Stock Incentive Plans-the 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 As of March 31, 2021, 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). Stock Incentive Plans-the 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 non-statutory 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 common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards. Stock-Based Compensation Expense Stock options awarded under the stock incentive plans expire 10 years after the grant date and typically vest over four or five years. Restricted stock units awarded typically vest over four years. Stock-based compensation expense was $698 and $209 for the three months ended March 31, 2021 and 2020, respectively. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the consolidated statements of operations. Restricted Stock Units (RSUs) In the three months ended March 31, 2021, the Company granted 284,708 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 common stock. A majority of the restricted stock units will vest in four equal annual installments. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant. The activity of restricted stock units is set forth below: Number of Shares Weighted Grant Date Fair Value Unvested at December 31, 2020 806,048 $ 3.82 Granted 284,708 14.33 Vested (133,811 ) 4.04 Canceled/Forfeited (23,731 ) 5.95 Unvested at March 31, 2021 933,214 $ 6.94 As of March 31, 2021, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $4,391 and the weighted average remaining recognition period for unvested awards was 3.25 years. Stock Option Valuation The stock options granted during the three months ended March 31, 2021 were 1,037,099. No stock options were granted during the three months ended March 31, 2020. The assumptions that the Company used to determine the grant-date fair value of stock options granted during this period were as follows, presented on a weighted-average basis: March 31, Risk-free interest rate 0.82 % Expected term (in years) 6.21 Expected volatility 39.30 % Expected dividend yield 0.0 % Exercise price $ 13.54 Underlying stock price $ 13.54 These assumptions resulted in an estimated weighted-average grant-date fair value per share of stock options granted during the three months ended March 31, 2021 of $5.31. Stock Option Activity The following table summarizes the Company’s stock option activity since December 31, 2020: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 6,620,318 $ 2.33 5.22 $ 34,458 Granted 1,037,099 13.54 Exercised (480,622 ) 2.04 4,283 Canceled / forfeited (5,380 ) 4.10 Outstanding as of March 31, 2021 7,171,415 3.96 5.80 102,239 Options exercisable as of March 31, 2021 4,418,977 1.64 3.76 73,271 Options vested or expected to vest as of March 31, 2021 6,588,701 $ 3.54 5.50 $ 96,754 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 three months ended March 31, 2021 and 2020 was $143 and $144, respectively. As of March 31, 2021, the total unrecognized stock compensation expense related to unvested stock options expected to vest was $5,098 and was expected to be recognized over a weighted-average period of 3.46 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 were outstanding, the options were not considered exercised and were included within the options outstanding for accounting purposes. As of December 31, 2020, $334 of the principal balance of the partial recourse notes was outstanding and 195,278 shares were not considered outstanding for accounting purposes. In the three months ended March 31, 2021, the former executive repaid the remaining principal balance of the notes (see Note “19. Related Parties Transactions”). The repayments were treated as the exercise price for 195,278 shares of the options and were included in the consolidated statement of stockholders’ equity. As of March 31, 2021, $0 of the principal balance of the partial recourse notes was outstanding and all of the 675,990 shares used to secure the notes were considered outstanding for accounting purposes. |
Net Income (Loss) Per Share (EP
Net Income (Loss) Per Share (EPS) | 3 Months Ended |
Mar. 31, 2021 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share (EPS) | 16. 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 common stockholders of Organogenesis Holdings Inc. is as follows. Three Months Ended March 31, 2021 2020 Numerator: Net Income (loss) $ 9,943 $ (16,313 ) Denominator: Weighted average common shares outstanding —basic 127,870,065 104,486,924 Dilutive effect of restricted stock units 527,658 — Dilutive effect of options 5,054,227 — Weighted-average common shares outstanding—diluted 133,451,950 104,486,924 Earnings (loss) per share—basic $ 0.08 $ (0.16 ) Earnings (loss) per share—diluted $ 0.07 $ (0.16 ) For the three months ended March 31, 2021, outstanding stock-based awards of 1,202,193 were excluded from the diluted EPS calculation as they were anti-dilutive. For the three months ended March 31, 2020, the Company had a net loss. As such, 7,169,780 shares of potentially dilutive securities were excluded from the computation of diluted net loss per share as these securities had 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 common stockholders was the same for this period. |
Leases
Leases | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Leases | 17. Leases As of December 31, 2020 and March 31, 2021, the Company’s contracts that contained a lease consisted primarily of real estate, equipment and vehicle leases. The Company leases real estate for office, lab and production space under noncancelable operating and finance leases that expire at various dates through 2031, subject to the Company’s options to terminate or renew certain leases for an additional five to ten years. The Company leases vehicles under operating leases for certain employees and has fleet services agreements for service on these vehicles. The minimum lease term for each newly leased vehicle is 367 days with renewal options. The Company may terminate the vehicle lease after the minimum lease term upon thirty days’ prior notice. The Company also leases other equipment under noncancelable operating and finance leases that expire at various dates through 2025. The Company determines if an arrangement is a lease at lease inception. The options to extend or terminate a lease are included in the lease terms when it is reasonably certain that the Company will exercise the options. Operating leases are included in operating lease right-of-use right-of-use Right-of-use Right-of-use Right-of-use The Company records rent expense for its operating leases on a straight-line basis from the lease commencement date until the end of the lease term. The Company records finance lease cost as a combination of the depreciation expense for the right-of-use right-of-use In August 2020, the Company entered into a lease for approximately 23,000 five 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 $22 through the lease termination date on December 31, 2022. On January 1, 2013, the Company entered into finance lease arrangements with 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC for office and laboratory space in Canton, Massachusetts. 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and 275 Dan Road SPE, LLC are related parties as the owners of these entities are also stockholders of the Company. 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. As of March 31, 2021 and December 31, 2020, the Company owed an aggregate of $10,336 of accrued but unpaid lease obligations, which are subordinated to the 2019 Credit Agreement and will not be paid until the debt under the 2019 Credit Agreement is paid off in 2024 even though the finance leases expire in December 2022. The accrued but unpaid lease obligations include rent in arrears and unpaid operating and common area maintenance costs under the aforementioned leases. The principal portion of rent in arrears on the finance leases totaled $7,120 and $6,946 as of March 31, 2021 and December 31, 2020, respectively, and is included in the long-term portion of finance lease obligations. The interest portion of rent in arrears totaled $2,676 and $2,865 as of March 31, 2021 and December 31, 2020, respectively, and is included in other liabilities on the consolidated balance sheets. The unpaid operating and common area maintenance costs totaled $540 and $525 as of March 31, 2021 and December 31, 2020, respectively, and are included in other liabilities on the consolidated balance sheets. 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 accrual as of March 31, 2021 and December 31, 2020 totaled $2,144 and $1,673, respectively. The components of lease cost were as follows: Classification Three March 31, Finance lease Amortization of right-of-use assets COGS and SG&A $ 299 Interest on lease liabilities Interest Expense 349 Total Finance lease cost 648 Operating lease cost COGS, R&D, SG&A 1,280 Short-term lease cost COGS, R&D, SG&A 715 Variable lease cost COGS, R&D, SG&A 1,363 Total lease cost $ 4,006 Supplemental balance sheet information related to finance leases was as follows: March 31, 2021 January 1, 2021 Property and equipment, gross $ 22,989 $ 22,989 Accumulated depreciation (15,274 ) (14,974 ) Property and equipment, net $ 7,715 $ 8,015 Current portion of finance lease obligations $ 3,870 $ 3,619 Finance lease long-term obligations 10,516 11,442 Total finance lease liabilities $ 14,386 $ 15,061 Supplemental cash flow information related to leases was as follows: Three Months March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 1,362 Operating cash flows for finance leases 523 Financing cash flows for finance leases 675 Right-of-use Operating leases 13,525 Finance leases — Right-of-use Operating leases 310 Finance leases — March 31, 2021 Weighted-average remaining lease term Finance leases 1.73 Operating leases 6.39 March 31, 2021 Weighted-average discount rate Finance leases 19.58 % Operating leases 3.98 % As of March 31, 2021, maturities of lease liabilities were as follows: Operating leases Finance leases 2021 (remaining 9 months) $ 3,785 $ 3,588 2022 2,831 4,945 2023 2,159 — 2024 1,443 9,796 2025 1,383 — Thereafter 5,631 — Total lease payments 17,232 18,329 Less: interest (2,197 ) (3,943 ) Total lease liabilities $ 15,035 $ 14,386 Under ASC 840, as of December 31, 2020, the Company had total capital lease assets of $22,989 and accumulated depreciation of $14,974, which were included within property and equipment, net, on the unaudited consolidated balance sheet. The related capital lease obligations totaled $15,061 as of December 31, 2020. For the three months ended March 31, 2020, the Company recorded lease expense of $1,514 for operating leases. |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 18. Commitments and Contingencies Royalty Commitments 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 March 31, 2021 and December 31, 2020, respectively, and were classified as part of accrued expenses on the Company’s consolidated balance sheets. There was no royalty expense incurred during the three months ended March 31, 2021 or 2020 related to this agreement. In October 2017, the Company entered into a license agreement with a third party. Under the license agreement, the Company is required to pay royalties based on a percentage of net sales of the licensed product that occur, after December 31, 2017, through the expiration of the underlying patent in October 2026, subject to minimum royalty payment provisions. The Company recorded royalty expense of $1,220 and $979 during the three months ended March 31, 2021 and 2020, respectively, within selling, general and administrative expenses on the consolidated statement 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 cancelled in January 2020 for total consideration of $1,950 that 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 three months ended March 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 Proceedings 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 as of March 31, 2021 and December 31, 2020 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 was paid in four quarterly installments of $500 each. As of March 31, 2021, the entire settlement was paid off. 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 $1,295 and $951 for the three months ended March 31, 2020 and September 30 , |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Finance lease obligations to affiliates, including unpaid lease obligations, and an operating lease with affiliates are further described in Note “17. Leases”. During 2010, the Company’s Board of Directors approved a loan program that permitted the Company to make loans to three executives of the Company (the “Employer Loans”) to (i) provide them with liquidity (“Liquidity Loans”) and (ii) fund the exercise of vested stock options (“Option Loans”). Two of the executives left the Company in 2014. The Employer Loans matured with all principal and accrued interest due on the tenth anniversary of the issuance date of each subject loan. Interest on the Employer Loans was at various rates ranging from 2.30%—3.86% per annum, compounded annually. The Employer Loans were secured by shares of the Company’s Class A common stock held by the former executives. With respect to the Liquidity Loans, the Company had no personal recourse against the borrowers beyond the pledged shares. As of December 31, 2020, Liquidity Loans and Option Loans to one former executive were outstanding with an aggregate principal balance of $100 and $334, respectively. During the three months ended March 31, 2021, this former executive paid off the outstanding principal balance of his Employer Loans and the related interest receivable. As a result, the Company recorded $179 as a recovery of the previously reserved related party receivables within selling, general and administrative expenses on the consolidated statement of operations for the three months ended March 31, 2021. The $334 of the repaid principal balance of the Option Loans was recorded to equity. See Note “15. Share-Based Compensation” |
Taxes
Taxes | 3 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
Taxes | 20. Taxes The Company is principally subject to taxation in the United States. The Company has a history of net operating losses both federally and in various states and began utilizing those losses to offset current taxable income in 2020. The Company’s wholly owned Swiss subsidiary, Organogenesis Switzerland GmbH, is subject to taxation in Switzerland and generally has profits as a result of a transfer pricing arrangement in place with Organogenesis Inc., its U.S. parent and a wholly owned subsidiary of the Company. The income tax rate for the three months ended March 31, 2021 varied from the U.S. statutory rate of 21% primarily due to the utilization of net operating losses federally and in many states as well as the cash taxes in Switzerland. The Company maintains a full valuation allowance against its U.S. deferred tax assets and as such, the Company’s provision for income taxes primarily relates to cash taxes to be paid in certain states where the net operating losses are expected to be fully utilized or limited based on state statute. Income tax expense for the three months ended March 31, 2021 was $200 and included discrete tax expense of $10 related to the interest on certain uncertain tax positions. Income tax expense for the three months ended March 31, 2020 was $35 and related primarily to state and foreign taxes. The Company examines all positive and negative evidence to estimate whether sufficient future taxable income in the U.S. will be generated to permit the use of existing deferred tax assets. As a result of significant cumulative tax benefits associated with share-based compensation taxable events, the Company has significant negative evidence in the form of cumulative losses and believes that it is more likely than not that these United States deferred tax assets will not be utilized. As such, the Company maintained the valuation allowance against its U.S. deferred tax asset as of March 31, 2021. There were no material deferred tax assets in the other jurisdictions. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events The Company has evaluated subsequent events through May 10, 2021, the date on which these consolidated financial statements were issued and has determined that there were no such events to report. |
Summary of Significant Accoun_2
Summary of Significant Accounting Policies (Policies) | 3 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Unaudited Interim Financial Information | Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared by management in accordance with GAAP and in accordance with the rules and regulations of the Securities and Exchange Commission (the “SEC”) regarding interim financial reporting. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. While we believe that the disclosures presented are adequate in order to make the information not misleading, these unaudited quarterly financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K The unaudited consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned or controlled subsidiaries of Organogenesis Inc., including Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. All intercompany balances and transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. In the opinion of management, the unaudited consolidated financial statements reflect all adjustments of a normal recurring nature necessary for a fair presentation of the Company’s financial position, results of operations and cash flows at the dates and for the periods indicated. The results for the three months ended March 31, 2021 are not necessarily indicative of the results to be expected for the year ending December 31, 2021, any other interim periods, or any future years or periods. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the related disclosure as of the date of the consolidated financial statements and the reported results of operations during the reporting periods. Actual results could differ from those estimates. |
Summary of Significant Accounting Policies | Summary of Significant Accounting Policies The Company’s significant accounting policies are described in Note “2. Significant Accounting Policies” to the Consolidated Financial Statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report, other than as it related to the recently adopted accounting pronouncement disclosed below. |
Revision to Previously Issued Financial Statements | Revision to Previously Issued Financial Statements On April 12, 2021, the Staff of the SEC issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). In the SEC Statement, the SEC Staff expressed its view that certain terms and conditions common to SPAC warrants may require the warrants to be classified as liabilities on the SPAC’s financial statements as opposed to equity. As of December 31, 2018, the Company had 4.1 million private warrants outstanding, which were issued to Avista Capital Partners IV, L.P. and Avista Capital Partners IV (Offshore), L.P. in connection with the Avista Merger on December 10, 2018 (the “Private Warrants”), and 31.0 million public warrants outstanding that were issued in connection with the initial public offering of Avista Healthcare Public Acquisition Corp. on October 10, 2016 (the “Public Warrants”, together with the Private Warrants, the “Warrants”). The Company originally classified the Warrants as equity on its financial statements. In 2019, the outstanding Warrants were exchanged for 3.3 million shares of the Company’s Class A common stock. There were no Warrants outstanding as of December 31, 2019. As a result of the SEC Statement, the Company reevaluated the historical accounting treatment of its Public Warrants and Private Warrants and determined that the Private Warrants should have been recorded at fair value as a liability in the Company’s consolidated balance sheet with changes to the fair value recorded to the consolidated statements of operations. The Company assessed the materiality of this error on prior period financial statements in accordance with SEC Staff Accounting Bulletin Number 99, Materiality, and ASC 250-10, Accounting Changes and Error Corrections. The Company determined that this error was not material to the financial statements of any prior annual or interim period. The Company reclassified paid-in |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02 (“ASU 2016-02”), Leases (Topic 842), as further amended (“ASC 842”), to increase transparency and comparability among organizations by requiring the recognition of, at the lease commencement date, a lease liability for the obligation to make lease payments, and a right-of-use (“ROU”) asset for the right to use the underlying asset, on the balance sheet. Although the Company remains an emerging growth company until December 31, 2021, it elected to early adopt ASC 842 on January 1, 2021. ASC 842 requires a modified retrospective transition method that could either be applied at the earliest comparative period in the financial statements or in the period of adoption. The Company elected to use the period of adoption (January 1, 2021) transition method and therefore did not recast prior periods. Results for reporting periods beginning on January 1, 2021 are presented under ASC 842, while prior period amounts continue to be reported and disclosed in accordance with the Company’s historical accounting treatment under Accounting Standards Codification 840, Leases (“ASC 840”). In addition, the Company elected the package of practical expedients permitted under the transition guidance within the new standard, which allowed the Company: (1) to carry forward the historical lease classification; (2) not to reassess whether expired or existing contracts are or contain leases; and, (3) not to reassess the treatment of initial direct costs for existing leases. The Company made an accounting policy election under ASC 842 not to recognize ROU assets and lease liabilities for leases with a term of non-lease right-of-use right-of-use of deferred lease liabilities and lease incentives. The Company’s accounting for finance leases (previously classified as capital leases under ASC remained substantially unchanged. See Note “17. Leases” for further disclosures. |
Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Issued Accounting Pronouncements Not Yet Adopted In June 2016, the FASB issued ASU 2016-13 , Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments (“ASU 2016-13”). Subsequent ASU 2016-13, the ASU 2018-19, Codification Improvements to Topic 326, Financial Instruments- Credit Losses ASU 2019-04, Codification Improvements to Topic 326, Financial Instruments—Credit Losses, Topic 815, Derivatives and Hedging, and Topic 825, Financial Instruments ASU 2019-05, Financial Instruments—Credit Losses (Topic 326)—Targeted Transition Relief ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments—Credit Losses ASU 2016-13 and ASU 2016-13 and The Company is currently assessing the adoption of ASU 2016-13 and the related impact on the Company’s consolidated financial statements. |
Acquisition (Tables)
Acquisition (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
CPN Biosciences, LLC | |
Business Acquisition [Line Items] | |
Summary of purchase price allocation | Based upon the valuation, the total purchase price allocation was as follows: Total purchase price $ 19,024 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 Goodwill $ 3,233 |
Product and Geographic Sales (T
Product and Geographic Sales (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Category | The following tables set forth revenue by product category: Three Months Ended March 31, 2021 2020 Advanced Wound Care $ 90,708 $ 51,288 Surgical & Sports Medicine 11,844 10,444 Total net revenue $ 102,552 $ 61,732 |
Fair Value of Financial Asset_2
Fair Value of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 March 31, 2021 and December 31, 2020. Fair Value Measurements as of March 31, 2021 Using: Level 1 Level 2 Level 3 Total Liabilities: Earnout liability $ — $ — $ 3,689 $ 3,689 $ — $ — $ 3,689 $ 3,689 Fair Value Measurements as of December 31, 2020 Using: 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 liability Balance as of December 31, 2020 $ 3,985 Change in fair value (296 ) Balance as of March 31, 2021 $ 3,689 |
Accounts receivable, net (Table
Accounts receivable, net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable consisted of the following: March 31 December 31, Accounts receivable $ 78,079 $ 61,792 Less — allowance for sales returns and doubtful accounts (6,076 ) (4,988 ) $ 72,003 $ 56,804 |
Schedule of allowance for sales returns and doubtful accounts | The Company’s allowance for sales returns and doubtful accounts was comprised of the following: Three Months Ended March 31, 2021 2020 Balance at beginning of period $ 4,988 $ 3,049 Additions (reductions) 1,103 217 Write-offs (15 ) (62 ) Balance at end of period $ 6,076 $ 3,204 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of related reserves for excess and obsolescence, consisted of the following: March 31, December 31, Raw materials $ 11,436 $ 10,075 Work in process 764 1,305 Finished goods 17,521 16,419 $ 29,721 $ 27,799 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: March 31, 2021 December 31, 2020 Prepaid subscriptions $ 2,529 $ 2,013 Prepaid conferences and marketing expenses 240 63 Prepaid deposits 1,586 1,438 Reimbursement of offering expenses — 1,009 Other 1,202 412 $ 5,557 $ 4,935 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following: March 31, December 31, Leasehold improvements $ 39,977 $ 39,574 Furniture, computers and equipment 48,792 48,236 88,769 87,810 Accumulated depreciation and amortization (70,525 ) (69,521 ) Construction in progress 44,187 41,779 $ 62,431 $ 60,068 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets consisted of the following as of March 31, 2021: Original Accumulated Net Book Developed technology $ 32,620 $ (15,175 ) $ 17,445 Trade names and trademarks 2,080 (981 ) 1,099 Customer relationships 10,690 (579 ) 10,111 Non-compete 1,010 (286 ) 724 Total $ 46,400 $ (17,021 ) $ 29,379 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 1,010 (230 ) 780 Total $ 46,400 $ (15,778 ) $ 30,622 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accounts Payable and Accrued Liabilities | Accrued expenses and other current liabilities consisted of the following: March 31, December 31, Accrued personnel costs $ 20,374 $ 18,943 Accrued royalties 2,851 2,971 Other 2,158 2,059 $ 25,383 $ 23,973 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Restructuring and Related Activities [Abstract] | |
Summary of Restructuring Liability | The following table provides a roll-forward of the restructuring liability. Employee Facility Liability balance as of December 31, 2020 $ 618 $ — Expenses 910 17 Payments — — Liability balance as of March 31, 2021 $ 1,528 $ 17 |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of long-term debt obligations | Long-term debt obligations consisted of the following: March 31, 2021 December 31, 2020 Line of credit $ 10,000 $ 10,000 Term loan 60,000 60,000 Less debt discount and debt issuance cost (249 ) (290 ) Less current maturities (16,875 ) (16,666 ) Term loan, net of debt discount, debt issuance cost and current maturities $ 42,876 $ 43,044 |
Schudle of future payments of term loan facility | Future payments of the 2019 Credit Agreement, as of March 31, 2021, are as follows for the calendar years ending December 31: 2021 $ 11,250 2022 22,500 2023 22,500 2024 13,750 Total $ 70,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Equity [Abstract] | |
Schedule Of Common Stock Shares Reserved For Future Issuance | As of March 31, 2021 and December 31, 2020, the Company reserved the following shares of Class A common stock for future issuance: March 31 December 31, Shares reserved for issuance for outstanding options 7,171,415 6,425,040 Shares reserved for issuance for outstanding restricted stock units 933,214 806,048 Shares reserved for issuance for future grants 5,578,422 6,832,649 Total shares of authorized common stock reserved for future issuance 13,683,051 14,063,737 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Unvested Restricted Stock Units | The activity of restricted stock units is set forth below: Number of Shares Weighted Grant Date Fair Value Unvested at December 31, 2020 806,048 $ 3.82 Granted 284,708 14.33 Vested (133,811 ) 4.04 Canceled/Forfeited (23,731 ) 5.95 Unvested at March 31, 2021 933,214 $ 6.94 |
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 this period were as follows, presented on a weighted-average basis: March 31, Risk-free interest rate 0.82 % Expected term (in years) 6.21 Expected volatility 39.30 % Expected dividend yield 0.0 % Exercise price $ 13.54 Underlying stock price $ 13.54 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2020: Number of Weighted Weighted Aggregate Outstanding as of December 31, 2020 6,620,318 $ 2.33 5.22 $ 34,458 Granted 1,037,099 13.54 Exercised (480,622 ) 2.04 4,283 Canceled / forfeited (5,380 ) 4.10 Outstanding as of March 31, 2021 7,171,415 3.96 5.80 102,239 Options exercisable as of March 31, 2021 4,418,977 1.64 3.76 73,271 Options vested or expected to vest as of March 31, 2021 6,588,701 $ 3.54 5.50 $ 96,754 |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (EPS) (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
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 common stockholders of Organogenesis Holdings Inc. is as follows. Three Months Ended March 31, 2021 2020 Numerator: Net Income (loss) $ 9,943 $ (16,313 ) Denominator: Weighted average common shares outstanding —basic 127,870,065 104,486,924 Dilutive effect of restricted stock units 527,658 — Dilutive effect of options 5,054,227 — Weighted-average common shares outstanding—diluted 133,451,950 104,486,924 Earnings (loss) per share—basic $ 0.08 $ (0.16 ) Earnings (loss) per share—diluted $ 0.07 $ (0.16 ) |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2021 | |
Leases [Abstract] | |
Schedule of Lease Cost | The components of lease cost were as follows: Classification Three March 31, Finance lease Amortization of right-of-use assets COGS and SG&A $ 299 Interest on lease liabilities Interest Expense 349 Total Finance lease cost 648 Operating lease cost COGS, R&D, SG&A 1,280 Short-term lease cost COGS, R&D, SG&A 715 Variable lease cost COGS, R&D, SG&A 1,363 Total lease cost $ 4,006 |
Summary of Balance Sheet Information Related To Finance Leases | Supplemental balance sheet information related to finance leases was as follows: March 31, 2021 January 1, 2021 Property and equipment, gross $ 22,989 $ 22,989 Accumulated depreciation (15,274 ) (14,974 ) Property and equipment, net $ 7,715 $ 8,015 Current portion of finance lease obligations $ 3,870 $ 3,619 Finance lease long-term obligations 10,516 11,442 Total finance lease liabilities $ 14,386 $ 15,061 |
Summary of Cash Flow Information Related To Leases | Supplemental cash flow information related to leases was as follows: Three Months March 31, 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases 1,362 Operating cash flows for finance leases 523 Financing cash flows for finance leases 675 Right-of-use Operating leases 13,525 Finance leases — Right-of-use Operating leases 310 Finance leases — March 31, 2021 Weighted-average remaining lease term Finance leases 1.73 Operating leases 6.39 March 31, 2021 Weighted-average discount rate Finance leases 19.58 % Operating leases 3.98 % |
Summary of Maturities of Lease Liabilities | As of March 31, 2021, maturities of lease liabilities were as follows: Operating leases Finance leases 2021 (remaining 9 months) $ 3,785 $ 3,588 2022 2,831 4,945 2023 2,159 — 2024 1,443 9,796 2025 1,383 — Thereafter 5,631 — Total lease payments 17,232 18,329 Less: interest (2,197 ) (3,943 ) Total lease liabilities $ 15,035 $ 14,386 |
Nature of the Business and Ba_2
Nature of the Business and Basis of Presentation - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)Segments | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Business Acquisition [Line Items] | |||
Working capital | $ 111,230 | ||
Cash | 77,458 | $ 84,394 | |
Accumulated deficit | (140,816) | $ (150,759) | |
Net income (loss) | 9,943 | $ (16,313) | |
Cash used in operation | $ (1,479) | $ (17,283) | |
Number of Operating Segments | Segments | 1 | ||
Number of Reportable Segments | Segments | 1 | ||
Other components of working capital | $ 33,772 | ||
Line of credit, future remaining | $ 30,000 |
Summary of Significant Accoun_3
Summary of Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 01, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2018 |
Significant Accounting Policies [Line Items] | |||||
Lease liabilities, Term | 12 months | ||||
Operating lease liability | $ 15,035 | $ 15,935 | |||
Right-of-use asset | 12,706 | $ 13,525 | |||
Number of Warrants | 0 | ||||
Retained Earnings Accumulated Deficit | $ (140,816) | $ (150,759) | |||
Error Correction, Other | |||||
Significant Accounting Policies [Line Items] | |||||
Retained Earnings Accumulated Deficit | $ 2,299 | ||||
Common Class A | |||||
Significant Accounting Policies [Line Items] | |||||
Number of common stock issuable | 3,300,000 | ||||
Private Warrants | |||||
Significant Accounting Policies [Line Items] | |||||
Number of Warrants | 4,100,000 | ||||
Public Warrant | |||||
Significant Accounting Policies [Line Items] | |||||
Number of Warrants | 31,000,000 |
Acquisition -Summary Of Purchas
Acquisition -Summary Of Purchase Price Allocation (Detail) - USD ($) $ in Thousands | Sep. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Liabilities assumed: | |||
Goodwill | $ 28,772 | $ 28,772 | |
CPN Biosciences, LLC | |||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net [Abstract] | |||
Total purchase price | $ 19,024 | ||
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 | ||
Goodwill | $ 3,233 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 17, 2020 | Mar. 31, 2021 | Dec. 31, 2020 |
Business Acquisitions, Contingent Consideration Liability Noncurrent | $ 3,782 | $ 3,689 | $ 3,985 |
Goodwill | $ 28,772 | $ 28,772 | |
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] | 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 |
Product and Geographic Sales -
Product and Geographic Sales - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Total revenue | $ 102,552 | $ 61,732 |
Advanced Wound Care | ||
Total revenue | 90,708 | 51,288 |
Surgical & Sports Medicine | ||
Total revenue | $ 11,844 | $ 10,444 |
Product and Geographic Sales _2
Product and Geographic Sales - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Significant Accounting Policies [Line Items] | ||
GPO Fees | $ 700 | $ 960 |
Sales Revenue | ||
Significant Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 1.00% |
Fair Value of Financial Asset_3
Fair Value of Financial Assets and Liabilities - Financial Assets And Liabilities Measured At Fair Value (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 17, 2020 |
Liabilities: | |||
Liabilities | $ 3,689 | $ 3,985 | $ 3,782 |
Fair Value, Measurements, Recurring | |||
Liabilities: | |||
Liabilities | 3,689 | 3,985 | |
Fair Value, Measurements, Recurring | Earnout Liability [Member] | |||
Liabilities: | |||
Liabilities | 3,689 | 3,985 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | |||
Liabilities: | |||
Liabilities | 3,689 | 3,985 | |
Fair Value, Measurements, Recurring | Fair Value, Inputs, Level 3 | Earnout Liability [Member] | |||
Liabilities: | |||
Liabilities | $ 3,689 | $ 3,985 |
Fair Value of Financial Asset_4
Fair Value of Financial Assets and Liabilities - Fair value of the Company's Earnout liability (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Business Acquisition, Contingent Consideration [Line Items] | |
Change in fair value | $ (296) |
Fair Value, Inputs, Level 3 | Earnout Liability [Member] | |
Business Acquisition, Contingent Consideration [Line Items] | |
Beginning balance | 3,985 |
Change in fair value | (296) |
Ending balance | $ 3,689 |
Fair Value of Financial Asset_5
Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 | Sep. 17, 2020 |
Earnout liability | $ 3,689 | $ 3,985 | $ 3,782 |
Accounts receivable, net (Detai
Accounts receivable, net (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Receivables [Abstract] | ||
Accounts receivable | $ 78,079 | $ 61,792 |
Less - allowance for sales returns and doubtful accounts | (6,076) | (4,988) |
Accounts receivable | $ 72,003 | $ 56,804 |
Accounts receivable, net - Sale
Accounts receivable, net - Sales Returns and Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Balance at beginning of period | $ 4,988 | $ 3,049 |
Additions (reductions) | 1,103 | 217 |
Write-offs | (15) | (62) |
Balance at end of period | $ 6,076 | $ 3,204 |
Inventories (Detail)
Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Raw materials | $ 11,436 | $ 10,075 |
Work in process | 764 | 1,305 |
Finished goods | 17,521 | 16,419 |
Inventory | $ 29,721 | $ 27,799 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Inventory reserve and obsolescence charged to cost of goods | $ 2,290 | $ 769 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2021 | Dec. 31, 2020 | |
Prepaid subscriptions | $ 2,529 | $ 2,013 |
Prepaid conferences and marketing expenses | 240 | 63 |
Prepaid deposits | 1,586 | 1,438 |
Reimbursement of offering expenses | 0 | 1,009 |
Other | 1,202 | 412 |
Prepaid Expense | $ 5,557 | $ 4,935 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment, Gross | $ 88,769 | $ 87,810 |
Accumulated depreciation and amortization | (70,525) | (69,521) |
Property, Plant and Equipment, Net | 62,431 | 60,068 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | 39,977 | 39,574 |
Furniture, computers and equipment | ||
Property, Plant and Equipment, Gross | 48,792 | 48,236 |
Construction in progress | ||
Property, Plant and Equipment, Net | $ 44,187 | $ 41,779 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Depreciation expense | $ 1,010 | $ 902 | |
Accumulated depreciation to finance lease asset recorded within leasehold improvement | $ 14,974 | ||
Leasehold improvements | |||
Finance leases recorded within leasehold improvements | 21,689 | 21,689 | |
Accumulated depreciation to finance lease asset recorded within leasehold improvement | $ 15,274 | $ 14,974 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Identifiable intangible assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Original Cost | $ 46,400 | $ 46,400 |
Accumulated Amortization | (17,021) | (15,778) |
Net Book Value | 29,379 | 30,622 |
Developed technology | ||
Original Cost | 32,620 | 32,620 |
Accumulated Amortization | (15,175) | (14,330) |
Net Book Value | 17,445 | 18,290 |
Trade names and trademarks | ||
Original Cost | 2,080 | 2,080 |
Accumulated Amortization | (981) | (906) |
Net Book Value | 1,099 | 1,174 |
Customer relationships | ||
Original Cost | 10,690 | 10,690 |
Accumulated Amortization | (579) | (312) |
Net Book Value | 10,111 | 10,378 |
Non-compete agreements | ||
Original Cost | 1,010 | 1,010 |
Accumulated Amortization | (286) | (230) |
Net Book Value | $ 724 | $ 780 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 1 Months Ended | 3 Months Ended | ||
Apr. 30, 2019 | Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Goodwill | $ 28,772 | $ 28,772 | ||
Amortization of Intangible Assets | 1,243 | $ 817 | ||
Developed Technology Rights [Member] | ||||
Intangible asset purchase, value | $ 750 | |||
Intangible asset purchase, cash paid | $ 250 | |||
Intangible asset purchase, remaining payables | $ 250 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Accrued personnel costs | $ 20,374 | $ 18,943 |
Accrued royalties | 2,851 | 2,971 |
Other | 2,158 | 2,059 |
Total Accrued Expenses and Other Current Liabilities | $ 25,383 | $ 23,973 |
Restructuring - Summary of Rest
Restructuring - Summary of Restructuring Liability (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Employee | |
Restructuring Cost and Reserve [Line Items] | |
Liability balance as of December 31, 2020 | $ 618 |
Restructuring Charges | 910 |
Payments | 0 |
Liability balance as of March 31, 2021 | 1,528 |
Facility | |
Restructuring Cost and Reserve [Line Items] | |
Liability balance as of December 31, 2020 | 0 |
Restructuring Charges | 17 |
Payments | 0 |
Liability balance as of March 31, 2021 | $ 17 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021USD ($) | Oct. 21, 2020USD ($)Employees | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost | $ 5,500 | |
Number of employees to retention Benefits | Employees | 70 | |
Restructuring Reserve Current | $ 1,545 | |
Selling, General and Administrative Expenses | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | 927 | |
Employee Cost | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost | $ 4,500 | |
Restructuring Charges | 910 | |
Facility and Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Restructuring and Related Cost | $ 1,000 | |
Restructuring Charges | $ 17 |
Long-Term Debt Obligations (Det
Long-Term Debt Obligations (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Dec. 31, 2020 |
Less current maturities | $ (16,875) | $ (16,666) |
Term loan, net of debt discount, debt issuance cost and current maturities | 42,876 | 43,044 |
2019 Credit Facility [Member] | ||
Line of credit | 10,000 | 10,000 |
Term loan | 60,000 | 60,000 |
Less debt discount and debt issuance cost | (249) | (290) |
Less current maturities | (16,875) | (16,666) |
Term loan, net of debt discount, debt issuance cost and current maturities | $ 42,876 | $ 43,044 |
Long-Term Debt Obligations - Fu
Long-Term Debt Obligations - Future payments of term loan (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
2021 | $ 11,250 |
2022 | 22,500 |
2023 | 22,500 |
2024 | 13,750 |
Total | $ 70,000 |
Long-Term Debt Obligations - Ad
Long-Term Debt Obligations - Additional Information (Detail) - 2019 Credit Agreement - USD ($) $ in Thousands | Mar. 14, 2019 | Mar. 31, 2021 | Dec. 31, 2020 |
Maximum borrowing capacity | $ 100,000 | ||
Minimum liquidity | $ 10,000 | ||
Term Loan [Member] | |||
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 | $ 2,144 | $ 1,858 | |
Term Loan [Member] | Repaid After Three Years [Member] | |||
Debt Instrument Interest Rate | 0.50% | ||
Term Loan [Member] | Repaid After Two year Before Three Years [Member] | |||
Debt Instrument Interest Rate | 1.50% | ||
Term Loan [Member] | Tranche One [Member] | |||
Secured debt | $ 40,000 | ||
Term Loan [Member] | Tranche Two [Member] | |||
Secured debt | 10,000 | ||
Term Loan [Member] | Tranche Three [Member] | |||
Secured debt | 10,000 | ||
Revolving Credit Facility [Member] | |||
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] | Repaid After Three Years [Member] | |||
Termination fee amount | $ 0 | ||
Revolving Credit Facility [Member] | Repaid After Two year Before Three Years [Member] | |||
Termination fee percentage | 2.00% |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - shares | Mar. 31, 2021 | Dec. 31, 2020 |
Equity [Abstract] | ||
Shares reserved for issuance for outstanding options | 7,171,415 | 6,425,040 |
Shares reserved for issuance for outstanding restricted stock units | 933,214 | 806,048 |
Shares reserved for issuance for future grants | 5,578,422 | 6,832,649 |
Total shares of authorized common stock reserved for future issuance | 13,683,051 | 14,063,737 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) - $ / shares | 1 Months Ended | ||
Mar. 24, 2019 | Mar. 31, 2021 | Dec. 31, 2020 | |
Common stock, shares authorized | 400,000,000 | 400,000,000 | |
Common stock, par value | $ 0.0001 | $ 0.0001 | |
Common stock, shares issued | 128,830,803 | 128,460,381 | |
Shares outstanding | 128,102,255 | 127,731,833 | |
Common Class A | |||
Common stock, shares authorized | 400,000,000 | ||
Common stock, par value | $ 0.0001 | ||
Company issued acquisition of shares | 728,548 | ||
Common stock, shares issued | 128,830,803 | ||
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 |
Stock-Based Compensation - Addi
Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |||
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | |
Stock option expiration period | 10 years | |||
Common stock options outstanding | 7,171,415 | 6,620,318 | ||
Share-based compensation expense | $ 698 | $ 209 | ||
Fair value of option vested | $ 143 | $ 144 | ||
Weighted average grant-date fair value | $ 5.31 | |||
Number of options exercised | 480,622 | |||
Maximum | ||||
Stock option granted vesting period | 5 years | |||
Minimum | ||||
Stock option granted vesting period | 4 years | |||
Restricted Stock Units [Member] | ||||
Unrecognized stock compensation expense | $ 4,391 | |||
Share-based compensation expected to be recognized over a weighted-average period | 3 years 3 months | |||
Restricted stock units issued to employees | 284,708 | |||
Option Loans | ||||
Common stock options outstanding | 195,278 | 675,990 | ||
Related Parties Notes Receivable | $ 0 | $ 334 | $ 635 | |
Number of shares issued as collateral for the option loans | 675,990 | |||
Number of options exercised | 195,278 | |||
Option | ||||
Unrecognized stock compensation expense | $ 5,098 | |||
Share-based compensation expected to be recognized over a weighted-average period | 3 years 5 months 15 days | |||
Common Class A | 2018 Stock Incentive Plan | ||||
Common stock options authorized | 9,198,996 |
Stock-Based Compensation - Sche
Stock-Based Compensation - Schedule of Fair Value of Stock Options Granted to Employees and Directors (Detail) | 3 Months Ended |
Mar. 31, 2021$ / shares | |
Risk-free interest rate | 0.82% |
Expected term (in years) | 6 years 2 months 15 days |
Expected volatility | 39.30% |
Expected dividend yield | 0.00% |
Exercise price | $ 13.54 |
Underlying stock price | $ 13.54 |
Stock-Based Compensation - Summ
Stock-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] | 3 Months Ended |
Mar. 31, 2021$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at December 31, 2020 | shares | 806,048 |
Unvested Granted | shares | 284,708 |
Unvested Vested | shares | (133,811) |
Unvested Canceled/Forfeited | shares | (23,731) |
Unvested at March 31, 2021 | shares | 933,214 |
Unvested at December 31, 2020 | $ / shares | $ 3.82 |
Unvested Granted | $ / shares | 14.33 |
Unvested Vested | $ / shares | 4.04 |
Unvested Canceled/Forfeited | $ / shares | 5.95 |
Unvested at March 31, 2021 | $ / shares | $ 6.94 |
Stock-Based Compensation - Su_2
Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | Dec. 31, 2020 | |
Number of Shares Outstanding | 6,620,318 | ||
Number of Shares Granted | 1,037,099 | 0 | |
Number of Shares Exercised | (480,622) | ||
Number of Shares Canceled / forfeited | (5,380) | ||
Number of Shares Outstanding | 7,171,415 | 6,620,318 | |
Number of Shares Options Exercisable | 4,418,977 | ||
Number of Shares Options vested or expected to vest | 6,588,701 | ||
Weighted Average Exercise Price Outstanding | $ 2.33 | ||
Weighted Average Exercise Price Granted | 13.54 | ||
Weighted Average Exercise Price Exercised | 2.04 | ||
Weighted Average Exercise Price Cancelled / forfeited | 4.10 | ||
Weighted Average Exercise Price Outstanding | 3.96 | $ 2.33 | |
Weighted Average Exercise Price Options Exercisable | 1.64 | ||
Weighted Average Exercise Price Options Vested or Expected to Vest | $ 3.54 | ||
Weighted Average Remaining Contractual Term (in years) Outstanding | 5 years 9 months 18 days | 5 years 2 months 19 days | |
Weighted Average Remaining Contractual Term (in years) Options Exercisable | 3 years 9 months 3 days | ||
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest | 5 years 6 months | ||
Aggregate Intrinsic Value Outstanding | $ 102,239 | $ 34,458 | |
Aggregate Intrinsic Value Options Exercised | 4,283 | ||
Aggregate Intrinsic Value Options Exercisable | 73,271 | ||
Aggregate Intrinsic Value Options Vested or Expected to Vest | $ 96,754 |
Stock-Based Compensation - Pare
Stock-Based Compensation - Parenthetical (Detail) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Share-based Payment Arrangement [Abstract] | ||
Options granted | 1,037,099 | 0 |
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 | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Net Income (loss) | $ 9,943 | $ (16,313) |
Weighted-average common shares outstanding—basic | 127,870,065 | 104,486,924 |
Weighted-average common shares outstanding—diluted | 133,451,950 | 104,486,924 |
Earnings (loss) per share—basic | $ 0.08 | $ (0.16) |
Earnings (loss) per share—diluted | $ 0.07 | $ (0.16) |
Restricted Stock Units [Member] | ||
Dilutive effect of awards | 527,658 | |
Employee Stock Option | ||
Dilutive effect of awards | 5,054,227 |
Net Income (Loss) per Share (_4
Net Income (Loss) per Share (EPS) - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares excluded from the diluted EPS | 1,202,193 | 7,169,780 |
Leases - Additional Information
Leases - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021USD ($)ft² | Mar. 31, 2020USD ($) | Dec. 31, 2020USD ($) | |
Capital leases, balance sheet, assets | $ 22,989 | ||
Capital leases, lessee balance sheet, accumulated depreciation | 14,974 | ||
Present value of minimum lease payments | 15,061 | ||
Operating lease, expense | $ 1,514 | ||
Lessee, operating lease, term of contract | 12 months | ||
Accrued But Unpaid Capital Lease Obligation | |||
Accrued Interest | $ 2,144 | 1,673 | |
Accrued But Unpaid Capital Lease Obligation | CAM Portion of Accrued Rent | |||
Capital lease rental arrears | 540 | 525 | |
Accrued But Unpaid Capital Lease Obligation | Principal and Interest | |||
Capital lease rental arrears | 10,336 | 10,336 | |
Accrued But Unpaid Capital Lease Obligation | Principal | |||
Capital lease rental arrears | 7,120 | 6,946 | |
Accrued But Unpaid Capital Lease Obligation | Interest [Member] | |||
Capital lease rental arrears | 2,676 | $ 2,865 | |
Dan Road Associates | |||
Capital Lease Obligations | $ 4,308 | ||
Capital Leases Aggregate Annual Lease Payments Rent Percentage | 10.00% | ||
NuTech Medical | |||
Under the lease, the Company is required to make monthly rent payments of approximately | $ 22 | ||
California | |||
Lessee, operating lease, term of contract | 10 years | ||
Lessee, Operating Lease, Option to Extend | five years | ||
Annual lease payments during the first year | $ 1,562 | ||
Aggregate annual lease payments rent percentage increases | 3.00% | ||
Security Deposit | $ 237 | ||
Land Subject to Ground Leases | ft² | 23,000 | ||
Fleet Lease | |||
Lessee, operating lease, term of contract | 367 days | ||
Maximum | |||
Lessee, operating lease, renewal term | 10 years | ||
Minimum | |||
Lessee, operating lease, renewal term | 5 years |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2021USD ($) | |
Leases [Abstract] | |
Finance lease Amortization of right-of-use assets | $ 299 |
Finance lease Interest on lease liabilities | 349 |
Total Finance lease cost | 648 |
Operating lease cost | 1,280 |
Short-term lease cost | 715 |
Variable lease cost | 1,363 |
Total lease cost | $ 4,006 |
Leases - Summary of Balance She
Leases - Summary of Balance Sheet Information Related To Finance Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 01, 2021 |
Lessee Disclosure [Abstract] | ||
Property and equipment, gross | $ 22,989 | $ 22,989 |
Accumulated depreciation | (15,274) | (14,974) |
Property and equipment, net | 7,715 | 8,015 |
Current portion of finance lease obligations | 3,870 | 3,619 |
Finance lease long-term obligations | 10,516 | 11,442 |
Total lease liabilities | $ 14,386 | $ 15,061 |
Leases - Summary of Cash Flow I
Leases - Summary of Cash Flow Information Related To Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash paid for amounts included in the measurement of lease liabilities: | ||
Operating cash flows for operating leases | $ 1,362 | |
Operating cash flows for finance leases | 523 | |
Financing cash flows for finance leases | 675 | $ 544 |
Right-of-use assets obtained in exchange for lease obligations—upon adoption: | ||
Operating leases | 13,525 | |
Right-of-use assets obtained in exchange for lease obligations—post adoption: | ||
Operating leases | $ 310 | |
Weighted-average remaining lease term | ||
Finance leases | 1 year 8 months 23 days | |
Operating leases | 6 years 4 months 20 days | |
Weighted-average discount rate | ||
Finance leases | 19.58% | |
Operating leases | 3.98% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2021 | Jan. 01, 2021 |
Lessee Disclosure [Abstract] | ||
2021 (remaining 9 months) | $ 3,785 | |
2022 | 2,831 | |
2023 | 2,159 | |
2024 | 1,443 | |
2025 | 1,383 | |
Thereafter | 5,631 | |
Total lease payments | 17,232 | |
Less: interest | (2,197) | |
Total lease liabilities | 15,035 | $ 15,935 |
2021 (remaining 9 months) | 3,588 | |
2022 | 4,945 | |
2023 | 0 | |
2024 | 9,796 | |
2025 | 0 | |
Thereafter | 0 | |
Total lease payments | 18,329 | |
Less: interest | (3,943) | |
Total lease liabilities | $ 14,386 | $ 15,061 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | Feb. 24, 2020 | Feb. 14, 2020 | Mar. 31, 2021 | Sep. 30, 2020 | Mar. 31, 2020 | Dec. 31, 2019 | Dec. 31, 2020 |
Accrued Legal Expenses | $ 150 | $ 150 | |||||
Gain on litigation settlement | $ 951 | $ 1,295 | |||||
Selling, General and Administrative Expenses | |||||||
Royalty Expense | 1,220 | 979 | |||||
License Agreement with University | |||||||
Accrued Royalties | 1,187 | $ 1,187 | |||||
Royalty Expense | $ 0 | 0 | |||||
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 | ||||||
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 | ||
Mar. 31, 2021 | Dec. 31, 2020 | Dec. 31, 2019 | |
Selling, General and Administrative Expenses | |||
Related Party Transaction, Amounts of Transaction | $ 179 | ||
Option Loans | |||
Related Parties Notes Receivable | 0 | $ 334 | $ 635 |
Proceeds from Collection of Long-term Loans to Related Parties | $ 334 | ||
Liquidity Loan [Member] | |||
Related Parties Notes Receivable | $ 100 | ||
Maximum [Member] | Liquidity Loan and Option Loans | |||
Interest Rate | 3.86% | ||
Minimum [Member] | Liquidity Loan and Option Loans | |||
Interest Rate | 2.30% |
Taxes - Additional Information
Taxes - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Federal corporate income tax rate | 21.00% | |
Income tax expense | $ 200 | $ 35 |
Income tax penalities and interest expense | $ 10 |