Summary of Significant Accounting Policies | 2. Significant Accounting Policies Revision to Previously Issued Financial Statements Private Warrant Reclassification 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 (see Note “13. Stockholders’ Equity”. 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 the SEC Staff Accounting Bulletin Number 99, Materiality, and ASC 250-10, Right of Use Asset Amortization In August 2021, the Company identified an error in its accounting treatment for two assets recorded as finance leases. The Company did not record amortization expenses for these assets since the lease commencement date. This error resulted in an overstatement of property and equipment, net, and an understatement of accumulated deficit, and selling, general and administrative expenses in the financial statements included in the Company’s quarterly reports on Form 10-Q 10-K ASC 250-10, To correct the misstatements above, the Company revised its previously issued financial statements as follows: As of December 31, 2020 CONSOLIDATED BALANCE SHEETS As Previously Adjustments As Revised Property and equipment, net $ 60,068 $ (4,276 ) $ 55,792 Total assets $ 294,494 $ (4,276 ) $ 290,218 Additional paid-in $ 299,129 $ (2,299 ) $ 296,830 Accumulated deficit $ (153,058 ) $ (1,977 ) $ (155,035 ) Total stockholders’ equity $ 146,084 $ (4,276 ) $ 141,808 Total liabilities and stockholders’ equity $ 294,494 $ (4,276 ) $ 290,218 For the Year Ended December 31, 2020 For the Year Ended December 31, 2019 CONSOLIDATED STATEMENTS OF OPERATIONS As Adjustments As Revised As Adjustments As Revised Selling, general and administrative $ 203,478 $ 715 $ 204,193 $ 199,693 $ 395 $ 200,088 Total operating expenses $ 223,564 $ 715 $ 224,279 $ 214,492 $ 395 $ 214,887 Income from operations $ 27,415 $ (715 ) $ 26,700 $ (29,459 ) $ (395 ) $ (29,854 ) Change in fair value of warrant liability $ — $ 2,140 $ 2,140 Total other expense, net $ (10,845 ) $ 2,140 $ (8,705 ) Net income (loss) before income taxes $ 18,479 $ (715 ) $ 17,764 $ (40,304 ) $ 1,745 $ (38,559 ) Net income (loss) $ (40,454 ) $ 1,745 $ (38,709 ) Non-cash deemed $ (645 ) $ 77 $ (568 ) Net income (loss) attributed to common shareholders $ 17,949 $ (715 ) $ 17,234 $ (41,099 ) $ 1,822 $ (39,277 ) Net income (loss), per share: Basic $ 0.17 $ 0.16 $ (0.44 ) $ (0.42 ) Diluted $ 0.16 $ 0.15 $ (0.44 ) $ (0.42 ) For the Year Ended December 31, 2020 CONSOLIDATED STATEMENTS OF CASH FLOWS As Previously Adjustments As Revised Net loss $ 17,949 $ (715 ) $ 17,234 Depreciation $ 3,723 $ 715 $ 4,438 Recovery of certain notes receivable from related parties $ (1,516 ) $ 1,516 $ — Prepaid expenses and other current assets $ (971 ) $ 616 $ (355 ) Accounts payable $ (635 ) $ (3,467 ) $ (4,102 ) Net cash provided by (used in) operating activities $ 6,801 $ (1,335 ) $ 5,466 Purchases of property and equipment $ (21,145 ) $ 3,467 $ (17,678 ) Proceeds from the repayment of notes receivable from related parties $ 2,132 $ (2,132 ) $ — Net cash used in investing activities $ (24,833 ) $ 1,335 $ (23,498 ) For the Year Ended December 31, 2019 CONSOLIDATED STATEMENTS OF CASH FLOWS As Previously Adjustments As Revised Net loss $ (40,454 ) $ 1,745 $ (38,709 ) Depreciation $ 3,388 $ 395 $ 3,783 Change in fair value of warrant liability $ — $ (2,140 ) $ (2,140 ) Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the consolidated financial statements, the estimates and assumptions that management consider to be significant and that present the greatest amount of uncertainty include revenue recognition; sales returns and credit losses; inventory reserve; recognition and measurement of current and deferred income tax assets and liabilities; the assessment of recoverability of long-lived and indefinite lived assets (including intangible assets), assessing impairment of goodwill; valuation of assets and liabilities that use unobservable inputs, and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions. Principles of Consolidation The consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc., and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Segment Reporting Operating segments are defined as components of an enterprise about which discrete financial information is available that is evaluated regularly by the chief operating decision maker, or decision-making group, in making decisions on how to allocate resources and assess performance for the organization. The Company’s chief operating decision maker is the Chief Executive Officer. The Company’s chief operating decision maker reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company. Accordingly, the Company has determined that it has a single operating segment—regenerative medicine. The Company manages its operations as a single operating segment for the purposes of assessing performance and making operating decisions. The Company’s portfolio includes regenerative medicine products in various stages, ranging from preclinical to late stage development, and commercialized advanced wound care and surgical and sports medicine products which support healing across a wide variety of wound types at many different types of facilities. Cash and Cash Equivalents The Company primarily maintains its cash in bank deposit accounts in the United States which, at times, may exceed the federally insured limits. The Company has not experienced losses in such accounts and believes it is not exposed to significant credit risk on cash. The Company considers all highly liquid investments purchased with an original maturity of three months or less to be cash equivalents. Restricted Cash The Company had restricted cash of $599 and $412 as of December 31, 2021 and 2020, respectively. Restricted cash represents employee deposits in connection with the Company’s health benefit plan. Accounts Receivable, Net Accounts receivable are stated at invoice value less estimated allowances for doubtful accounts. The Company continually monitors customer payments and maintains a reserve for estimated losses resulting from its customers’ inability to make required payments. The Company considers factors when estimating the allowance for doubtful accounts such as historical experience, credit quality, age of the accounts receivable balances, geography-related risks and economic conditions that may affect a customer’s ability to pay. In cases where there are circumstances that may impair a specific customer’s ability to meet its financial obligations, a specific allowance is recorded against amounts due, thereby reducing the net recognized receivable to the amount reasonably believed to be collectible. Accounts receivables are written off when deemed uncollectible. Recoveries of accounts receivables previously written off are recorded when received. Inventories Inventories are stated at the lower of cost (determined under the first-in first-out The Company regularly reviews inventory quantities on hand and records a provision to write down excess and obsolete inventory to its estimated net realizable value based upon management’s assumptions of future material usage, yields and obsolescence, which are a result of future demand and market conditions and the effective life of certain inventory items. The Company also tests other components of its inventory for future growth projections. The Company determines the average yield of the component and compares it to projected revenue to ensure it is properly reserved. Property and Equipment, Net Property and equipment are recorded at cost and depreciated over the estimated useful lives of the respective assets on a straight-line basis. As of December 31, 2021 and 2020, the Company’s property and equipment consisted of leasehold improvements, building, furniture and computers, and equipment. Property and equipment’s estimated useful lives are as follows: Leasehold improvements Lesser of the life of the lease or the economic life of the asset Building 30 years Furniture and computers 3-5 years Equipment 5-10 years Upon retirement or sale, the cost of assets disposed of, and the related accumulated deprecia tion Goodwill Goodwill represents the excess of the purchase price of an acquired business over the fair value of the identifiable assets acquired and liabilities assumed. Goodwill is not amortized, but is tested for impairment at least annually (as of December 31), or more frequently if events or circumstances indicate the carrying value may no longer be recoverable and that an impairment loss may have occurred. Circumstances that could trigger an impairment test include, but are not limited to, a ++significant adverse change in the business climate or legal factors, an adverse action or assessment by a regulator, or unanticipated competition. The Company operates as one segment, which is considered to be the sole reporting unit, and therefore goodwill is tested for impairment at the consolidated level. In accordance with ASC Topic 350, Intangibles—Goodwill and Other, There was no impairment of goodwill recorded during the years ended December 31, 2021, 2020, or 2019. Intangible Assets Subject to Amortization Intangible assets include intellectual property either owned by the Company or for which the Company has a license. Intangible assets acquired in a business combination are recognized at fair value using generally accepted valuation methods deemed appropriate for the type of intangible asset acquired. Intangible assets are reported net of accumulated amortization, separately from goodwill. Intangible assets with finite lives are amortized over their estimated useful lives. Intangible assets include developed technology and patents, trade names, trademarks, customer relationships and non-compete Trade names and trademarks 1-12 Developed technology 6-12 Customer relationships 10 years Non-compete 5 years Impairment of Long-Lived Assets Long-lived assets consist primarily of property and equipment and intangible assets. The Company reviews long-lived assets for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Factors that the Company considers in deciding when to perform an impairment review include, but not limited to, significant underperformance of the business in relation to expectations, significant negative industry or economic trends and significant changes or planned changes in the use of the assets. When such an event occurs, the Company determines whether there has been impairment by comparing the anticipated undiscounted future net cash flows to the related asset group’s carrying value. If an asset is determined to be impaired, the asset is written down to fair value, which is determined based either on discounted cash flows or appraised value, depending on the nature of the asset. The Company did not record any impairment of long-lived assets during the years ended December 31, 2021, 2020, or 2019. Deferred Offering Costs The Company capitalizes certain legal, professional accounting and other third-party fees that are directly associated with in-process The Company did not record any deferred offering costs in the consolidated balance sheets as of December 31, 2021 and 2020. During the year ended December 31, 2020 and 2019, the Company recorded $4,647 and $3,510 of equity issuance costs to additional paid-in Revenue Recognition Product Revenue The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. There is a single performance obligation in all of the Company’s contracts, which is the Company’s promise to transfer the Company’s product to customers based on specific payment and shipping terms in the arrangement. The entire transaction price is allocated to this single performance obligation. Product revenue is recognized when a customer obtains control of the Company’s product which occurs at a point in time and may be upon shipment, procedure date, or delivery, based on the terms of the contract. Reserves for Variable Consideration Revenues from product sales are recorded net of reserves for variable consideration which includes but is not limited to product return, discounts, rebates and group purchasing organization (“GPO”) fees that are offered within contracts between the Company and its customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed by its customers on the related sales and are recorded as a reduction of accounts receivable or an establishment of a liability. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract and is included in the net sales price to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately paid may differ from the Company’s estimates. If actual results vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known. Product Returns Consistent with industry practice, the Company generally offers customers a limited right of return for product purchased. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return reserves using its historical return rates as well as factors that it becomes aware of that it believes could significantly impact its expected returns, including product recalls, pricing changes, or change in reimbursement rates. The Company does not record an asset for the returned product as the product is discarded upon receipt. Rebates and Allowances The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts, resulting in a reduction of revenue and the establishment of a liability that is included in accrued expenses in the accompanying consolidated balance sheets in the period the related product revenue is recognized. GPO Fees The Company pays fees to GPOs for administrative services that the GPOs perform in connection with the purchases of the product by the GPO members. These fees are based on a contractually-determined percentage of the Company’s applicable sales. The Company classifies these GPO fees as a reduction of revenue based on the substance of the relationship of all parties involved in the transaction. For the years ended December 31, 2021, 2020, and 2019, the Company recorded GPO fees of $2,963, $3,572, and $3,096, respectively, as a direct reduction of revenue. Other Revenue Policies Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue. Applying the practical expedient in paragraph ASC 606-10-32-18, Applying the practical expedient in ASC 340-40-25-4, Applying the practical expedient in ASC 606-10-25-18B, Disaggregation of Revenue The following table sets forth revenue by product category: Year Ended December 31, 2021 2020 2019 Advanced Wound Care revenue $ 430,839 $ 294,624 $ 220,744 Surgical and Sports Medicine revenue 37,220 43,674 40,237 Total revenue $ 468,059 $ 338,298 $ 260,981 For all periods presented, net revenue generated outside the United States represented less than 1% of total net revenue. Stock-Based Compensation The Company measures stock-based awards granted based on the fair value of the awards on the date of grant and recognizes compensation expense for those awards over the requisite service period, which is generally the vesting period of the respective award. Forfeitures are estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. Generally, the Company issues stock-based awards with only service-based vesting conditions and records the expense for these awards using the straight-line method. The Company has not issued any stock-based awards with performance-based vesting conditions. The Company recognizes stock-based compensation expense within selling, general and administrative expenses in the consolidated statement of operations for all share-based payments based upon the estimated grant-date fair value for the awards expected to ultimately vest. The fair value of each restricted stock unit grant is based on the fair market value of the Company’s stock on the date of grant. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. The Company has been a public company for a short period of time, has limited public float and lacks company-specific historical and implied volatility information for its stock. Therefore, it estimates its expected stock price volatility based on the historical volatility of publicly traded peer companies and expects to continue to do so until such time as it has adequate historical data regarding the volatility of its own traded stock price. The expected term of the Company’s stock options has been determined utilizing the “simplified” method for awards that qualify as “plain-vanilla” options. The risk-free interest rate is determined by reference to the U.S. Treasury yield curve in effect at the time of grant of the award for time periods approximately equal to the expected term of the award. Expected dividend yield is based on the fact that the Company has never paid cash dividends on its Class A common stock and does not expect to pay any cash dividends in the foreseeable future. Advertising Advertising costs are expensed as incurred and are included in selling, general and administrative expenses in the consolidated statements of operations. Advertising costs were approximately $5,522, $2,722, and $1,059 for the years ended December 31, 2021, 2020, and 2019, respectively. Research and Development Costs Research and development expenses include personnel costs for the Company’s research and development personnel, expenses related to improvements to manufacturing processes, enhancements to the Company’s currently available products, and additional investments in the product and platform development pipeline. Research and development expenses also include expenses for clinical trials. The Company expenses research and development costs as incurred. Foreign Currency The Company’s functional currency, including the Company’s Swiss subsidiary, Organogenesis GmbH, is the U.S. dollar. Foreign currency gains and losses resulting from re-measurement of as non-operating income Valuation of Contingent Purchase Earnout In connection with the acquisition of CPN Biosciences, LLC (“CPN”), the Company recognized a non-current liability for the fair value of the contingent consideration (the “Earnout”) at the time of the acquisition in 2020. The Earnout liability is classified as a Level 3 measurement for which fair value is derived from inputs that are unobservable and significant to the overall fair value measurement. The fair value of such Earnout liability is estimated using a Monte Carlo simulation model that utilizes key assumptions including forecasted revenues and volatilities of the underlying financial metrics during the Earnout period. The Company assesses the fair value of the Earnout liability at each reporting period. Any subsequent changes in the estimated fair value of the liability are reflected in selling, general and administrative expenses until the liability is settled. Income Taxes The Company accounts for income taxes using the asset and liability method which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been recognized in the consolidated financial statements or in the Company’s tax returns. Deferred tax assets and liabilities are determined on the basis of the differences between the consolidated financial statement and the tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Changes in deferred tax assets and liabilities are recorded in the provision for income taxes. The Company quarterly assesses the likelihood that its deferred tax assets will be recovered from future taxable income and, to the extent it believes, based upon the weight of available evidence, that it is more likely than not that all or a portion of the deferred tax assets will not be realized, a valuation allowance is established through a charge to income tax expense. In determining whether a valuation allowance for deferred tax assets is necessary, we analyze both positive and negative evidence related to the realization of deferred tax assets , including projected future taxable income, recent financial results and estimates of future reversals of deferred tax assets and liabilities. In the fourth quarter of 2021, we determined it was more likely than not that our deferred tax assets would be realized in the future and released the valuation allowance on our net deferred tax assets as of December 31, 2021, resulting in a benefit in income taxes. See Note “15. Income Taxes.” The Company accounts for uncertain income tax positions recognized in the consolidated financial statements by applying a two-step more-likely-than-not Fair Value of Financial Instruments Certain assets and liabilities of the Company are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable: • Level 1—Quoted prices in active markets for identical assets or liabilities. • Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data. • Level 3—Unobservable inputs that are supported by little or no market activity that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques. The carrying values of accounts receivable, inventory, prepaid expenses and other current assets, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The fair value of the Earnout liability was carried at fair value, determined according to Level 3 inputs in the fair value hierarchy described above (see Note “4. Fair Value Measurement of Financial Instruments”). The carrying values of outstanding borrowings under the Company’s debt arrangements “12. Long-Term Debt Obligations”) approximate their fair values as determined based on a discounted cash flow model, which represents a Level 3 measurement. Net Income (Loss) per Share The Company determines net income (loss) per share in accordance with the authoritative guidance in ASC Topic 260, Earnings Per Share Emerging Growth Company Before December 31, 2021, the Company was an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act of 2012, or the JOBS Act. Section 107 of the JOBS Act provides that an emerging growth company can take advantage of the extended transition period afforded by the JOBS Act for the implementation of new or revised accounting standards. The Company elected to use the extended transition period for complying with new or revised accounting standards (such as ASU 2016-02, Leases Recently Adopted Accounting Pronouncements In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02 2016-02”), Leases Topic 842), right-of-use Leases months or less. The Company also elected to account for lease components and the associated non-lease right-of-use right-of-use de-recognition In December 2019, the FASB issued ASU No. 2019-12, Income Taxes—Simplifying the Accounting for Income Taxes 2019-12 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 ASU 2016-13 In March 2020, the FASB issued ASU No. 2020-04, Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting 2020-04”). 2020-04 No. 2021-01, Reference Rate Reform (Topic 848): Scope 2021-01”), 2020-04 2021-01 through December 31, 2022. The Company’s debt agreement that utilizes LIBOR has conventional LIBOR replacement language. Since the debt agreement has not discontinued the use of LIBOR, this ASU is not yet effective for the Company. To the extent the interest rate changes to the rate specified in the debt agreement , the Company will utilize the relief in this ASU. The Company evaluated the effects of adopting the provisions of ASU 2020-04 2021-01 |