Cover Page
Cover Page - shares | 3 Months Ended | |
Mar. 31, 2022 | May 01, 2022 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2022 | |
Document Fiscal Year Focus | 2022 | |
Document Fiscal Period Focus | Q1 | |
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 | Large Accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Trading Symbol | ORGO | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Address, State or Province | MA | |
Title of 12(b) Security | Class A Common Stock, $0.0001 par value | |
Security Exchange Name | NASDAQ | |
Document Quarterly Report | true | |
Entity Common Stock, Shares Outstanding | 129,130,179 | |
Entity File Number | 001-37906 | |
Entity Incorporation, State or Country Code | DE | |
Entity Address, Address Line One | 85 Dan Road | |
Entity Address, City or Town | Canton | |
Entity Address, Postal Zip Code | 02021 | |
Entity Tax Identification Number | 98-1329150 | |
City Area Code | 781 | |
Local Phone Number | 575-0775 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Current assets: | ||
Cash and cash equivalents | $ 107,897 | $ 113,929 |
Restricted cash | 605 | 599 |
Accounts receivable, net | 79,477 | 82,460 |
Inventory, net | 22,737 | 25,022 |
Prepaid expenses and other current assets | 7,135 | 4,969 |
Total current assets | 217,851 | 226,979 |
Property and equipment, net | 84,268 | 79,160 |
Intangible assets, net | 24,452 | 25,673 |
Goodwill | 28,772 | 28,772 |
Operating lease right-of-use assets, net | 47,468 | 49,144 |
Deferred tax asset, net | 31,994 | 31,994 |
Other assets | 1,467 | 1,537 |
Total assets | 436,272 | 443,259 |
Current liabilities: | ||
Deferred acquisition consideration | 1,436 | 1,436 |
Current portion of term loan | 3,126 | 2,656 |
Finance lease obligations | 101 | 200 |
Current portion of operating lease obligations | 11,775 | 11,785 |
Accounts payable | 27,935 | 29,339 |
Accrued expenses and other current liabilities | 32,419 | 36,589 |
Total current liabilities | 76,792 | 82,005 |
Term loan, net of current portion | 69,869 | 70,769 |
Operating lease obligations, net of current portion | 45,323 | 46,893 |
Other liabilities | 1,060 | 1,557 |
Total liabilities | 193,044 | 201,224 |
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; 129,615,732 and 129,408,740 shares issued; 128,887,184 and 128,680,192 shares outstanding at March 31, 2022 and December 31, 2021, respectively. | 13 | 13 |
Additional paid-in capital | 303,261 | 302,155 |
Accumulated deficit | (60,046) | (60,133) |
Total stockholders' equity | 243,228 | 242,035 |
Total liabilities and stockholders' equity | $ 436,272 | $ 443,259 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Mar. 31, 2022 | Dec. 31, 2021 |
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 | 129,615,732 | 129,408,740 |
Common stock, shares outstanding | 128,887,184 | 128,680,192 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Income Statement [Abstract] | ||
Net revenue | $ 98,117 | $ 102,552 |
Cost of goods sold | 25,080 | 25,495 |
Gross profit | 73,037 | 77,057 |
Operating expenses: | ||
Selling, general and administrative | 63,578 | 58,232 |
Research and development | 8,587 | 6,209 |
Total operating expenses | 72,165 | 64,441 |
Income from operations | 872 | 12,616 |
Other expense, net: | ||
Interest expense, net | (737) | (2,470) |
Other expense, net | (3) | (3) |
Total other expense, net | (740) | (2,473) |
Net income before income taxes | 132 | 10,143 |
Income tax expense | (45) | (200) |
Net income | $ 87 | $ 9,943 |
Net income, per share: | ||
Basic | $ 0 | $ 0.08 |
Diluted | $ 0 | $ 0.07 |
Weighted-average common shares outstanding | ||
Basic | 128,788,721 | 127,870,065 |
Diluted | 132,805,154 | 133,451,950 |
CONSOLIDATED STATEMENTS STOCKHO
CONSOLIDATED STATEMENTS STOCKHOLDERS' EQUITY - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Accumulated Deficit |
Balance at Dec. 31, 2020 | $ 141,808 | $ 13 | $ 296,830 | $ (155,035) |
Balance (in shares) at Dec. 31, 2020 | 127,731,833 | |||
Exercise of stock options | 984 | 984 | ||
Exercise of stock options (in shares) | 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 | 9,943 | 9,943 | ||
Balance at Mar. 31, 2021 | 153,016 | $ 13 | 298,095 | (145,092) |
Balance (in shares) at Mar. 31, 2021 | 128,102,255 | |||
Balance at Dec. 31, 2021 | $ 242,035 | $ 13 | 302,155 | (60,133) |
Balance (in shares) at Dec. 31, 2021 | 128,680,192 | 128,680,192 | ||
Exercise of stock options | $ 291 | 291 | ||
Exercise of stock options (in shares) | 86,121 | |||
Vesting of RSUs, net of shares surrendered to pay taxes | (488) | (488) | ||
Vesting of RSUs, net of shares surrendered to pay taxes (in shares) | 120,871 | |||
Stock-based compensation expense | 1,303 | 1,303 | ||
Net Income | 87 | 87 | ||
Balance at Mar. 31, 2022 | $ 243,228 | $ 13 | $ 303,261 | $ (60,046) |
Balance (in shares) at Mar. 31, 2022 | 128,887,184 | 128,887,184 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Cash flows from operating activities: | ||
Net income | $ 87 | $ 9,943 |
Adjustments to reconcile net income to net cash provided by (used in) operating activities: | ||
Depreciation | 1,347 | 1,010 |
Amortization of intangible assets | 1,221 | 1,243 |
Amortization of operating lease right-of-use assets | 1,847 | 1,129 |
Non-cash interest expense | 108 | 72 |
Deferred interest expense | 151 | 525 |
Provision recorded for doubtful accounts | 40 | 921 |
Loss on disposal of property and equipment | 0 | 239 |
Adjustment for excess and obsolete inventories | 2,205 | 2,290 |
Stock-based compensation | 1,303 | 698 |
Change in fair value of Earnout liability | 0 | (296) |
Changes in operating assets and liabilities: | ||
Accounts receivable | 2,942 | (16,119) |
Inventory | 80 | (4,212) |
Prepaid expenses and other current assets | (2,165) | (622) |
Operating leases | (1,751) | (1,210) |
Accounts payable | (1,186) | 1,842 |
Accrued expenses and other current liabilities | (4,828) | 1,411 |
Other liabilities | 10 | (164) |
Net cash provided by (used in) operating activities | 1,411 | (1,300) |
Cash flows from investing activities: | ||
Purchases of property and equipment | (6,672) | (4,957) |
Net cash used in investing activities | (6,672) | (4,957) |
Cash flows from financing activities: | ||
Payments of term loan | (469) | 0 |
Payments of withholding taxes in connection with RSUs vesting | (488) | (417) |
Proceeds from the exercise of stock options | 291 | 984 |
Principal repayments of finance lease obligations | (99) | (675) |
Payment of deferred acquisition consideration | 0 | (483) |
Net cash used in financing activities | (765) | (591) |
Change in cash, cash equivalents, and restricted cash | (6,026) | (6,848) |
Cash, cash equivalents, and restricted cash, beginning of period | 114,528 | 84,806 |
Cash, cash equivalents, and restricted cash, end of period | 108,502 | 77,958 |
Supplemental disclosure of cash flow information: | ||
Cash paid for interest | 627 | 1,937 |
Cash paid for income taxes | 4 | 0 |
Supplemental disclosure of non-cash investing and financing activities: | ||
Purchases of property and equipment included in accounts payable and accrued expenses | 1,869 | 306 |
Right-of-use assets obtained through operating lease obligations | $ 171 | $ 310 |
Nature of Business and Basis of
Nature of Business and Basis of Presentation | 3 Months Ended |
Mar. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business and Basis of Presentation | 1. Nature of Business and Basis of Presentation Organogenesis Holdings Inc. (formerly Avista Healthcare Public Acquisition Corp.) (“ORGO” or the “Company”) is a leading regenerative medicine company focused on the development, manufacture, and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Several of the existing and pipeline products in the Company’s portfolio have Premarket Application (“PMA”) approval, 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 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. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2022 | |
Accounting Policies [Abstract] | |
Summary of Significant Accounting Policies | 2. 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 Company’s Annual Report on Form 10-K Unaudited Interim Financial Information The accompanying unaudited consolidated financial statements have been prepared by management in accordance with GAAP and 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 Annual Report. The unaudited consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned 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, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, 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, 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. Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“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 2020-04 2021-01 |
Acquisition
Acquisition | 3 Months Ended |
Mar. 31, 2022 | |
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, consisting of $6,427 in cash, 2,151,438 shares of the Company’s Class A common stock with a fair value of $8,815, and contingent consideration (the “Earnout”) with a fair value of $3,782. On the Acquisition Date, the Company paid $5,820 in cash and issued 1,947,953 shares of the Company’s Class A common stock. The remaining consideration of $1,436 was held back and was released in April 2022 by the Company paying additional $739 in cash and issuing additional 203,485 shares of the Company’s Class A common stock to the former equityholders The Company is obligated to pay the Earnout to CPN’s former equityholders non-current Assets and Liabilities”. |
Product and Geographic Sales
Product and Geographic Sales | 3 Months Ended |
Mar. 31, 2022 | |
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 , The following tables set forth revenue by product category: Three Months Ended March 31, 2022 2021 Advanced Wound Care $ 90,950 $ 90,708 Surgical & Sports Medicine 7,167 11,844 Total net revenue $ 98,117 $ 102,552 For all periods presented, net revenue generated outside the United States represented less than 1% of total net revenue. |
Fair Value Measurement of Finan
Fair Value Measurement of Financial Assets and Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
Fair Value Measurement of Financial Assets and Liabilities | 5. Fair Value Measurement As of March 31, 2022 and December 31, 2021, the Company’s financial assets and liabilities measured at fair value on a recurring basis only included the Earnout liability as discussed below. Earnout Liability In connection with accounting for the CPN acquisition on September 17, 2020, the Company recorded an 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 December 31, 2021 and March 31, 2022, the Earnout liability was $0 as a result of the Company’s updated assessment of the near-term market for the CPN product portfolio. 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: Three Months Ended March 31, 2022 2021 Beginning balance $ — $ 3,985 Change in fair value — (296 ) Ending balance $ — $ 3,689 The Company did not have any financial assets a nd non-recurring |
Accounts Receivable, Net
Accounts Receivable, Net | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Accounts Receivable, Net | 6. Accounts Receivable, Net Accounts receivable consisted of the following: March 31 December 31, 2022 2021 Accounts receivable $ 84,604 $ 87,613 Less — allowance for doubtful accounts (5,127 ) (5,153 ) $ 79,477 $ 82,460 The Company’s allowance for doubtful accounts was comprised of the following: Three Months Ended March 31, 2022 2021 Balance at beginning of period $ 5,153 $ 2,669 Additions 40 921 Write-offs (66 ) (14 ) Balance at end of period $ 5,127 $ 3,576 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Inventories | 7. Inventories Inventories, net of related reserves for excess and obsolescence, consisted of the following: March 31, December 31, 2022 2021 Raw materials $ 9,524 $ 9,023 Work in process 995 991 Finished goods 12,218 15,008 $ 22,737 $ 25,022 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, 2022 and 2021, the Company charged $2,205 and $2,290, 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, 2022 | |
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, 2022 December 31, 2021 Subscriptions $ 2,685 $ 2,745 Conferences and marketing expenses 2,060 538 Deposits 1,344 1,216 Insurance 1,001 358 Other 45 112 $ 7,135 $ 4,969 Deposits are funds 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, 2022 | |
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 $ 33,973 $ 30,531 Buildings 4,943 4,943 Furniture, computers and equipment 54,822 53,959 93,738 89,433 Accumulated depreciation and amortization (59,075 ) (57,729 ) Construction in progress 49,605 47,456 $ 84,268 $ 79,160 Depreciation expense was $1,347 and $1,010, for the three months ended March 31, 2022 and 2021, respectively. Construction in progress primarily represents unfinished c ons |
Goodwill and Intangible Assets
Goodwill and Intangible Assets | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets | 10. Goodwill and Intangible Assets Goodwill was $28,772 as of March 31, 2022 and December 31, 2021. Identifiable intangible assets consisted of the following as of March 31, 2022: Original Accumulated Net Book Developed technology $ 32,620 $ (18,573 ) $ 14,047 Trade names and trademarks 2,080 (1,236 ) 844 Customer relationships 10,690 (1,648 ) 9,042 Independent sales agency network 4,500 (4,500 ) — Patent 7,623 (7,623 ) — Non-compete 1,010 (491 ) 519 Total $ 58,523 $ (34,071 ) $ 24,452 Identifiable intangible assets consisted of the following as of December 31, 2021: Original Accumulated Net Book Developed technology $ 32,620 $ (17,709 ) $ 14,911 Trade names and trademarks 2,080 (1,183 ) 897 Customer relationship 10,690 (1,381 ) 9,309 Independent sales agency network 4,500 (4,500 ) — Patent 7,623 (7,623 ) — Non-compete 1,010 (454 ) 556 Total $ 58,523 $ (32,850 ) $ 25,673 Amortization of intangible assets, calculated on a straight-line basis or using an accelerated method, was $1,221 and $1,243 for the three months ended March 31, 2022 and 2021, respectively. |
Accrued Expenses and Other Curr
Accrued Expenses and Other Current Liabilities | 3 Months Ended |
Mar. 31, 2022 | |
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, Personnel costs $ 23,060 $ 26,865 Royalties 3,190 3,458 Accrued but unpaid lease obligations and interest 3,981 3,963 Other 2,188 2,303 $ 32,419 $ 36,589 The accrued but unpaid lease obligations and the interest accrual on these obligations are related to the buildings in Canton, Massachusetts. See Note “17. Leases”. |
Restructuring
Restructuring | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | 12. Restructuring In order to reduce the Company’s cost structure and achieve operating efficiency, the Company is consolidating its manufacturing operations in various locations into Massachusetts facilities. On October 21, 2020, the Company committed to a plan to restructure the workforce and operations in its La Jolla, California facilities. The restructuring involved approximately On March 9, 2022, the Company committed to million is related to the other exit activities, including but not limited to contract termination, decommission and transportation of certain fixed assets. As employees are required to provide future services, employee retention and other benefit-related costs are expensed over the service period. As a result of the restructuring activities, the Company incurred a pre-tax charge Employee Other Total Liability balance as of December 31, 2021 $ 2,517 $ 651 $ Expenses 115 149 264 Payments (2,517 ) (783 ) (3,300 ) Liability balance as of March 31, 2022 $ 115 $ 17 $ 132 |
Long-Term Debt Obligations
Long-Term Debt Obligations | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Debt, Unclassified [Abstract] | |
Long-Term Debt Obligations | 13. Long-Term Debt Obligations Long-term debt obligations consisted of the following: March 31, December 31, Line of credit $ — $ — Term loan 73,593 74,062 Less debt discount and debt issuance cost (598 ) (637 ) Term loan, net of debt discount, debt issuance cost $ 72,995 $ 73,425 2021 Credit Agreement In August 2021, the Company, as borrower, its subsidiaries, as guarantors, and Silicon Valley Bank (“SVB”), and the several other lenders thereto (collectively, the “Lenders”) entered into a credit agreement (the “2021 Credit Agreement”), providing for a term loan facility not to exceed $75,000 (the “Term Loan Facility”) and a revolving credit facility not to exceed $125,000 (the “Revolving Facility”). The Company’s obligations to the Lenders are secured by substantially all of the Company’s assets, including intellectual property. Capitalized terms used herein and not otherwise defined are defined as set forth in the 2021 Credit Agreement. Advances plus The 2021 Credit Agreement requires the Company to make consecutive quarterly installment payments equal to the following: (a) from September 30, 2021 through and including June 30, 2022, $469; (b) from September 30, 2022 through and including June 30, 2023, $938; (c) from September 30, 2023 through and including June 30, 2025, $1,406 and (d) from September 30, 2025 and the last day of each quarter thereafter until August 6, 2026 (the “Term Loan Maturity Date”), $1,875. The Company may prepay the Term Loan Facility, provided that any Term Loans prepaid prior to August 6, 2022 must be accompanied by a prepayment premium equal to 1.00% of the aggregate amount of Term Loans prepaid. Once repaid, amounts borrowed under the Term Loan Facility may not be re-borrowed. The Company must pay in arrears, on the first day of each quarter prior to August 6, 2026 (the “Revolving Termination Date”) and on the Revolving Termination Date, a fee for the Company’s non-use of Under the 2021 Credit Agreement, the Company is required to comply with certain financial covenants including the Consolidated Fixed Charge Coverage Ratio and Consolidated Total Net Leverage Ratio, tested quarterly. In addition, the Company is also required to make representations and warranties and comply with certain non-financial The Company had outstanding borrowings of $73,593 and $74,062 under the Term Loan Facility and $0 under the Revolving Facility with $125,000 available for future revolving borrowings as of March 31, 2022 and December 31, 2021, respectively. The Company recorded additional debt issuance costs and related fees of $604 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 recorded debt issuance costs and related fees of $1,223, which are recorded as other assets. Both of these costs are being amortized to interest expense through the maturity date of the facilities. Future payments of the 2021 Credit Agreement, as of March 31, 2022, are as follows for the calendar years ending December 31: 2022 $ 2,343 2023 4,687 2024 5,625 2025 6,563 2026 54,375 Total $ 73,593 2019 Credit Agreement In March 2019, the Company, its subsidiaries and SVB, and the several other lenders thereto entered into a credit agreement, as amended (the “2019 Credit Agreement”), providing for a term loan facility of $40,000 and a revolving credit facility of up to $60,000. Both facilities were set to mature in 2024. The interest rate for the term loan facility was 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 for advances under the revolving facility was a floating per annum interest rate equal to the greater of the Wall Street Journal Prime Rate and 5.50%. If the Company elected to prepay the loan or terminate the facilities, the Company was required to pay a certain percentage of the outstanding principal as a prepayment fee. A final payment fee (the “Final Payment”) of 6.5% multiplied by the original aggregate principal amount of term loan facility was due upon the earlier to occur of the maturity date of the term loan or prepayment of all outstanding principal . In August 2021, upon entering into the 2021 Credit Agreement, the Company paid an aggregate amount of $70,559 due under the 2019 Credit Agreement, including unpaid principal, accrued interest, the Final Payment and a prepayment fee, with proceeds from the 2021 Credit Agreement, and the 2019 Credit Agreement was terminated. Upon termination of the 2019 Credit Agreement, the Company recognized $1,883 as loss on the extinguishment of the loan for the year ended December 31, 2021. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Stockholders' Equity | 14. Stockholders’ Equity Common Stock As of March 31, 2022, t As of March 31, 2022 and December 31, 2021, 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 7,924,792 6,596,969 Shares reserved for issuance for outstanding restricted stock units 1,496,853 764,871 Shares reserved for issuance for future grants 3,373,334 5,644,691 Total shares of authorized common stock reserved for future issuance 12,794,979 13,006,531 |
Stock-Based Compensation
Stock-Based Compensation | 3 Months Ended |
Mar. 31, 2022 | |
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 A total of 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). There has been no change to the total authorized shares since the adoption of the 2018 Plan. 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 Class A 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 Stock-based compensation expense was $1,303 and $698 for the three months ended March 31, 2022 and 2021, 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) The Company granted 931,431 and 284,708 time-based restricted stock units to its employees, executives and the Board of Directors in the three months ended March 31, 2022 and 2021, respectively. Each restricted stock unit represents the contingent right to receive one share of the Company’s Class A common stock. A majority of the restricted stock units will vest in four equal annual installments. The fair value of the restricted stock units was based on the fair market value of the Company’s stock on the date of grant. The activity of restricted stock units is set forth below: Number of Weighted Unvested at December 31, 2021 764,871 $ 7.52 Granted 931,431 7.59 Vested (179,714 ) 7.81 Canceled/Forfeited (19,735 ) 6.83 Unvested at March 31, 2022 1,496,853 $ 7.54 As of March 31, 2022, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $7,892 and the weighted average remaining recognition period for unvested awards was 3.19 years. Stock Option Valuation The stock options granted during the three months ended March 31, 2022 and 2021 were 1,418,224 and 1,037,099, respectively. The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods were as follows, presented on a weighted-average basis: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.92 % 0.82 % Expected term (in years) 6.25 6.21 Expected volatility 50.66 % 39.30 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 8.03 $ 13.54 Underlying stock price $ 7.87 $ 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, 2022 and 2021 of $3.94 and $5.31, respectively. Stock Option Activity The following table summarizes the Company’s stock option activity since December 31, 2021: Number of Weighted Weighted (in years) Aggregate Outstanding as of December 31, 2021 6,596,969 $ 4.10 5.20 $ 38,524 Granted 1,418,224 8.03 Exercised (86,121 ) 3.38 441 Canceled / forfeited (4,280 ) 2.69 Outstanding as of March 31, 2022 7,924,792 4.82 5.83 29,053 Options exercisable as of March 31, 2022 4,600,567 2.52 3.57 25,113 Options vested or expected to vest as of March 31, 2022 7,215,073 $ 4.44 5.50 $ 28,567 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, 2022 and 2021 was $1,612 and $143, respectively. As of March 31, 2022, the total unrecognized stock compensation expense related to unvested stock options expected to vest was $7,579 and was expected to be recognized over a weighted-average period of 3.29 years. |
Net Income (Loss) Per Share (EP
Net Income (Loss) Per Share (EPS) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) per Share (EPS) | 16. Net Income 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 denomina to Three Months Ended March 31, 2022 2021 Numerator: Net Income $ 87 $ 9,943 Denominator: Weighted average common shares outstanding —basic 128,788,721 127,870,065 Dilutive effect of restricted stock units 264,075 527,658 Dilutive effect of options 3,752,358 5,054,227 Weighted-average common shares outstanding—diluted 132,805,154 133,451,950 Earnings per share—basic $ 0.00 $ 0.08 Earnings per share—diluted $ 0.00 $ 0.07 For the three months ended March 31, 2022 and 20 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Leases | 17. Leases As of December 31, 2021 and March 31, 2022, 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, warehouse and production space under noncancelable leases that expire at various dates through 2035, subject to the Company’s options to terminate or renew certain leases for an additional five 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 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. Other than the lease with 275 Dan Road SPE, LLC which was terminated in August 2021 as discussed below, the remaining three leases were set to terminate on December 31, 2022 and each contained a renewal option for a five-year period with a rental rate at the greater of (i) rent for the last year of the prior term, or (ii) the then fair market value. The Company exercised the option to extend the leases for an additional five years in November 2021. These leases were reclassified from finance leases to operating leases upon the Company’s reassessment of the lease classification according to ASC 842-10-25-1 Lease Classification. lease right-of-use assets As of December 31, 2020, the Company owed an aggregate of $10,336 of accrued but unpaid lease obligations under the aforementioned leases. 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. These accrued but unpaid lease obligations as well as the accrued interest on these obligations were subordinated to the 2019 Credit Agreement. With the termination of the 2019 Credit Agreement and the execution of the 2021 Credit Agreement (see Note “13. Long-Term Debt Obligations”) in August 2021, these obligations are no longer subordinated to the Company’s existing loans. In 842-20-40-2 Purchase of the Underlying Asset The accrued but unpaid lease obligations as well as the related interest accruals are shown below. March 31 December 31, 2022 2021 Principal portion of rent in arrears 7,246 7,246 Unpaid operating and common area maintenance costs 52 558 Total accrued but unpaid lease obligations 7,298 7,804 Accrued interest on accrued but unpaid lease obligations 1,956 1,938 The principal portion of rent in arrears was included in the short-term portion of operating lease obligations other than the balance related to the 275 Dan Road Building that was included in accrued expenses and other current liabilities on the consolidated balance sheets as of March 31, 2022 and December 31, 2021. The unpaid operating and common area maintenance costs, and the accrued interest on the accrued but unpaid lease obligations were included in accrued expenses and other current liabilities on the consolidated balance sheets as of March 31, 2022 and December 31, 2021 . The components of lease cost were as follows: Three Months Ended March 31, Classification 2022 2021 Finance lease Amortization of right-of-use COGS and SG&A $ 107 $ 299 Interest on lease liabilities Interest Expense 5 349 Total Finance lease cost 112 648 Operating lease cost COGS, R&D, SG&A 2,434 1,280 Short-term lease cost COGS, R&D, SG&A 669 715 Variable lease cost COGS, R&D, SG&A 918 1,363 Total lease cost $ 4,133 $ 4,006 Supplemental balance sheet information related to finance leases was as follows: March 31, 2022 December 31, Property and equipment, gross $ 1,174 $ 1,174 Accumulated depreciation (1,067 ) (961 ) Property $ 107 $ 213 Finance lease obligations $ 101 $ 200 Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 2,337 $ 1,362 Operating cash flows for finance leases $ 5 $ 523 Financing cash flows for finance leases $ 99 $ 675 Right-of-use Operating leases $ 171 $ 310 Finance leases $ — $ — March 31, December 31, Weighted-average remaining lease term Finance leases 0.21 0.45 Operating leases 8.04 8.22 March 31, December 31, Weighted-average discount rate Finance leases 11.30 % 11.30 % Operating leases 4.53 % 4.51 % As of March 31, 2021, maturities of lease liabilities were as follows: Operating leases Finance leases 2022 $ 11,873 $ 103 2023 8,104 — 2024 7,315 — 2025 7,526 — 2026 7,435 — Thereafter 25,966 — Total lease payments 68,219 103 Less: interest (11,121 ) (2 ) Total lease liabilities $ 57,098 $ 101 |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2022 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure | 18. Commitments and Contingencies Royalties The Company entered into a license agreement with a university for certain patent rights related to the development, use and production of one of its advanced wound care products. Under this agreement, the Company incurred a royalty based on a percentage of net product sales, for the use of these patents until the patents expired, which was in November 2006. Accrued royalties totaled $1,187 as of March 31, 2022 and December 31, 2021, respectively, and were classified as part of accrued expenses and other current liabilities on the Company’s consolidated balance sheets. There was no royalty expense incurred during the three months ended March 31, 2022 or 2021 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 $1,601 and $1,220 during the three months ended March 31, 2022 and 2021, respectively, within selling, general and administrative expenses on the consolidated statements of operations. Legal Matters In conducting its activities, the Company, from time to time, is subject to various claims and also has claims against others. In management’s opinion, the ultimate resolution of such claims would not have a material effect on the financial position, operating results or cash flows of the Company. The Company accrues for these claims when amounts due are probable and estimable. The Company accrued $150 as of March 31, 2022 and December 31, 2021 in relation to certain pending lawsuits. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2022 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 19. Related Party Transactions Lease obligations to affiliates, including accrued but unpaid lease obligations, and purchase of an asset under a finance lease with an affiliate 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 % - |
Taxes
Taxes | 3 Months Ended |
Mar. 31, 2022 | |
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 has 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, 2022 varied from the U.S. statutory rate of 21% primarily due to the tax adjustments related to executive compensation, other permanent tax adjustments, and discrete items. Income tax expense for the three months ended March 31, 2022 was $45, which include d , and related primarily to federal and state taxes. Income tax expense for the three months ended March 31, 2021 was 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. In the fourth quarter of 2021, the Company released the valuation allowance recorded against its U.S. deferred tax assets. Upon reviewing the positive evidence of net operating loss utilization, cumulative profits, and forecasted taxable income, the Company believed that it was more likely than not that these United States deferred tax assets will be utilized. There are no material deferred tax assets in the other jurisdictions. On a quarterly basis, the Company reassesses the need for a valuation allowance on deferred income tax assets, weighing positive and negative evidence to assess the recoverability of the deferred tax assets. After assessing both the positive and negative evidence, including net operating loss utilization, cumulative profits, and forecasted taxable income, the Company determined that it is more likely than not the U.S. deferred assets will be realized in full. As such, the Company has not recorded a valuation allowance against its U.S. deferred tax assets as of March 31, 2022 and December 31, 2021. |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2022 | |
Subsequent Events [Abstract] | |
Subsequent Events | 21. Subsequent Events The Company has evaluated subsequent events through May 10, 2022, 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, 2022 | |
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 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 Annual Report. The unaudited consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned 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, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022, 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, 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. |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements In December 2019, the Financial Accounting Standards Board (“FASB”) issued Accounting Standard Update (“ASU”) No. 2019-12, Income Taxes— Simplifying the Accounting for Income Taxes 2019-12 |
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 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 2020-04 2021-01 |
Product and Geographic Sales (T
Product and Geographic Sales (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Segment Reporting [Abstract] | |
Schedule of Revenue by Product Category | The following tables set forth revenue by product category: Three Months Ended March 31, 2022 2021 Advanced Wound Care $ 90,950 $ 90,708 Surgical & Sports Medicine 7,167 11,844 Total net revenue $ 98,117 $ 102,552 |
Fair Value Measurement of Fin_2
Fair Value Measurement of Financial Assets and Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Fair Value Disclosures [Abstract] | |
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 Three Months Ended March 31, 2022 2021 Beginning balance $ — $ 3,985 Change in fair value — (296 ) Ending balance $ — $ 3,689 |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Receivables [Abstract] | |
Schedule of accounts receivable | Accounts receivable consisted of the following: March 31 December 31, 2022 2021 Accounts receivable $ 84,604 $ 87,613 Less — allowance for doubtful accounts (5,127 ) (5,153 ) $ 79,477 $ 82,460 |
Schedule of allowance for doubtful accounts | The Company’s allowance for doubtful accounts was comprised of the following: Three Months Ended March 31, 2022 2021 Balance at beginning of period $ 5,153 $ 2,669 Additions 40 921 Write-offs (66 ) (14 ) Balance at end of period $ 5,127 $ 3,576 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory, Current | Inventories, net of related reserves for excess and obsolescence, consisted of the following: March 31, December 31, 2022 2021 Raw materials $ 9,524 $ 9,023 Work in process 995 991 Finished goods 12,218 15,008 $ 22,737 $ 25,022 |
Prepaid Expenses and Other Cu_2
Prepaid Expenses and Other Current Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Payables and Accruals [Abstract] | |
Schedule of prepaid expenses and other current assets | Prepaid expenses and other current assets consisted of the following: March 31, 2022 December 31, 2021 Subscriptions $ 2,685 $ 2,745 Conferences and marketing expenses 2,060 538 Deposits 1,344 1,216 Insurance 1,001 358 Other 45 112 $ 7,135 $ 4,969 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and equipment consisted of the following: March 31, December 31, Leasehold improvements $ 33,973 $ 30,531 Buildings 4,943 4,943 Furniture, computers and equipment 54,822 53,959 93,738 89,433 Accumulated depreciation and amortization (59,075 ) (57,729 ) Construction in progress 49,605 47,456 $ 84,268 $ 79,160 |
Goodwill and Intangible Assets
Goodwill and Intangible Assets (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Finite-Lived Intangible Assets | Identifiable intangible assets consisted of the following as of March 31, 2022: Original Accumulated Net Book Developed technology $ 32,620 $ (18,573 ) $ 14,047 Trade names and trademarks 2,080 (1,236 ) 844 Customer relationships 10,690 (1,648 ) 9,042 Independent sales agency network 4,500 (4,500 ) — Patent 7,623 (7,623 ) — Non-compete 1,010 (491 ) 519 Total $ 58,523 $ (34,071 ) $ 24,452 Identifiable intangible assets consisted of the following as of December 31, 2021: Original Accumulated Net Book Developed technology $ 32,620 $ (17,709 ) $ 14,911 Trade names and trademarks 2,080 (1,183 ) 897 Customer relationship 10,690 (1,381 ) 9,309 Independent sales agency network 4,500 (4,500 ) — Patent 7,623 (7,623 ) — Non-compete 1,010 (454 ) 556 Total $ 58,523 $ (32,850 ) $ 25,673 |
Accrued Expenses and Other Cu_2
Accrued Expenses and Other Current Liabilities (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
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, Personnel costs $ 23,060 $ 26,865 Royalties 3,190 3,458 Accrued but unpaid lease obligations and interest 3,981 3,963 Other 2,188 2,303 $ 32,419 $ 36,589 |
Restructuring (Tables)
Restructuring (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Restructuring and Related Activities [Abstract] | |
Summary of liability related to the restructuring activities | The following table provides a roll-forward of the restructuring liability. Employee Other Total Liability balance as of December 31, 2021 $ 2,517 $ 651 $ Expenses 115 149 264 Payments (2,517 ) (783 ) (3,300 ) Liability balance as of March 31, 2022 $ 115 $ 17 $ 132 |
Long-Term Debt Obligations (Tab
Long-Term Debt Obligations (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Long-term Debt, Unclassified [Abstract] | |
Schedule of long-term debt obligations | Long-term debt obligations consisted of the following: March 31, December 31, Line of credit $ — $ — Term loan 73,593 74,062 Less debt discount and debt issuance cost (598 ) (637 ) Term loan, net of debt discount, debt issuance cost $ 72,995 $ 73,425 |
Schedule of future payments of term loan facility | Future payments of the 2021 Credit Agreement, as of March 31, 2022, are as follows for the calendar years ending December 31: 2022 $ 2,343 2023 4,687 2024 5,625 2025 6,563 2026 54,375 Total $ 73,593 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Equity [Abstract] | |
Schedule Of Common Stock Shares Reserved For Future Issuance | As of March 31, 2022 and December 31, 2021, 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 7,924,792 6,596,969 Shares reserved for issuance for outstanding restricted stock units 1,496,853 764,871 Shares reserved for issuance for future grants 3,373,334 5,644,691 Total shares of authorized common stock reserved for future issuance 12,794,979 13,006,531 |
Stock-Based Compensation (Table
Stock-Based Compensation (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Share-based Payment Arrangement [Abstract] | |
Summary of Unvested Restricted Stock Units | The activity of restricted stock units is set forth below: Number of Weighted Unvested at December 31, 2021 764,871 $ 7.52 Granted 931,431 7.59 Vested (179,714 ) 7.81 Canceled/Forfeited (19,735 ) 6.83 Unvested at March 31, 2022 1,496,853 $ 7.54 |
Schedule of Fair Value of Stock Options Granted to Employees and Directors | The assumptions that the Company used to determine the grant-date fair value of stock options granted during these periods were as follows, presented on a weighted-average basis: Three Months Ended March 31, 2022 2021 Risk-free interest rate 1.92 % 0.82 % Expected term (in years) 6.25 6.21 Expected volatility 50.66 % 39.30 % Expected dividend yield 0.0 % 0.0 % Exercise price $ 8.03 $ 13.54 Underlying stock price $ 7.87 $ 13.54 |
Summary of Stock Option Activity | The following table summarizes the Company’s stock option activity since December 31, 2021: Number of Weighted Weighted (in years) Aggregate Outstanding as of December 31, 2021 6,596,969 $ 4.10 5.20 $ 38,524 Granted 1,418,224 8.03 Exercised (86,121 ) 3.38 441 Canceled / forfeited (4,280 ) 2.69 Outstanding as of March 31, 2022 7,924,792 4.82 5.83 29,053 Options exercisable as of March 31, 2022 4,600,567 2.52 3.57 25,113 Options vested or expected to vest as of March 31, 2022 7,215,073 $ 4.44 5.50 $ 28,567 |
Net Income (Loss) Per Share (_2
Net Income (Loss) Per Share (EPS) (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted | A reconciliation of the numerator and denomina to Three Months Ended March 31, 2022 2021 Numerator: Net Income $ 87 $ 9,943 Denominator: Weighted average common shares outstanding —basic 128,788,721 127,870,065 Dilutive effect of restricted stock units 264,075 527,658 Dilutive effect of options 3,752,358 5,054,227 Weighted-average common shares outstanding—diluted 132,805,154 133,451,950 Earnings per share—basic $ 0.00 $ 0.08 Earnings per share—diluted $ 0.00 $ 0.07 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2022 | |
Leases [Abstract] | |
Schedule of Accrued But Unpaid Lease Obligations | The accrued but unpaid lease obligations as well as the related interest accruals are shown below. March 31 December 31, 2022 2021 Principal portion of rent in arrears 7,246 7,246 Unpaid operating and common area maintenance costs 52 558 Total accrued but unpaid lease obligations 7,298 7,804 Accrued interest on accrued but unpaid lease obligations 1,956 1,938 |
Schedule of Lease Cost | The components of lease cost were as follows: Three Months Ended March 31, Classification 2022 2021 Finance lease Amortization of right-of-use COGS and SG&A $ 107 $ 299 Interest on lease liabilities Interest Expense 5 349 Total Finance lease cost 112 648 Operating lease cost COGS, R&D, SG&A 2,434 1,280 Short-term lease cost COGS, R&D, SG&A 669 715 Variable lease cost COGS, R&D, SG&A 918 1,363 Total lease cost $ 4,133 $ 4,006 |
Summary of Balance Sheet Information Related To Finance Leases | Supplemental balance sheet information related to finance leases was as follows: March 31, 2022 December 31, Property and equipment, gross $ 1,174 $ 1,174 Accumulated depreciation (1,067 ) (961 ) Property $ 107 $ 213 Finance lease obligations $ 101 $ 200 |
Summary of Cash Flow Information Related To Leases | Supplemental cash flow information related to leases was as follows: Three Months Ended March 31, 2022 2021 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows for operating leases $ 2,337 $ 1,362 Operating cash flows for finance leases $ 5 $ 523 Financing cash flows for finance leases $ 99 $ 675 Right-of-use Operating leases $ 171 $ 310 Finance leases $ — $ — March 31, December 31, Weighted-average remaining lease term Finance leases 0.21 0.45 Operating leases 8.04 8.22 March 31, December 31, Weighted-average discount rate Finance leases 11.30 % 11.30 % Operating leases 4.53 % 4.51 % |
Summary of Maturities of Lease Liabilities | As of March 31, 2021, maturities of lease liabilities were as follows: Operating leases Finance leases 2022 $ 11,873 $ 103 2023 8,104 — 2024 7,315 — 2025 7,526 — 2026 7,435 — Thereafter 25,966 — Total lease payments 68,219 103 Less: interest (11,121 ) (2 ) Total lease liabilities $ 57,098 $ 101 |
Nature of Business and Basis _2
Nature of Business and Basis of Presentation - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2022Segments | |
Liquidity and Financial Conditions [Line Items] | |
Number of Operating Segments | 1 |
Number of Reportable Segments | 1 |
Acquisition - Additional Inform
Acquisition - Additional Information (Detail) - USD ($) $ in Thousands | Sep. 17, 2020 | Apr. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 |
Business Acquisitions, Contingent Consideration Liability Noncurrent | $ 3,782 | $ 0 | $ 0 | $ 0 | |
CPN Biosciences, LLC | |||||
Business Acquisitions, Aggregate Consideration | 19,024 | ||||
Payments to acquire businesses gross | $ 5,820 | ||||
Issuance of common stock associated with business acquisition | 1,947,953 | ||||
Consideration heldback | $ 1,436 | ||||
Business Acquisitions, Contingent Consideration Liability Noncurrent | $ 3,782 | ||||
Earnout Calculation | 70.00% | ||||
CPN Biosciences, LLC | Total Consideration Including Holdback [Member] | |||||
Payments to acquire businesses gross | $ 6,427 | ||||
CPN Biosciences, LLC | Payment Of Holdback [Member] | Subsequent Event [Member] | |||||
Payments to acquire businesses gross | $ 739 | ||||
CPN Biosciences, LLC | Common Class A [Member] | Payment Of Holdback [Member] | Subsequent Event [Member] | |||||
Business Acquisitions, Number Of Shares Issued | 203,485 | ||||
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 |
Product and Geographic Sales -
Product and Geographic Sales - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Total net revenue | $ 98,117 | $ 102,552 |
Advanced Wound Care | ||
Total net revenue | 90,950 | 90,708 |
Surgical & Sports Medicine | ||
Total net revenue | $ 7,167 | $ 11,844 |
Product and Geographic Sales _2
Product and Geographic Sales - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Significant Accounting Policies [Line Items] | ||
GPO Fees | $ 619 | $ 700 |
Sales Revenue | Geographic Concentration Risk | International | ||
Significant Accounting Policies [Line Items] | ||
Concentration Risk, Percentage | 1.00% |
Fair Value Measurement of Fin_3
Fair Value Measurement of Financial Assets and Liabilities - Fair value of the Company's Earnout liability (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Change in fair value | $ 0 | $ (296) |
Fair Value, Inputs, Level 3 | Earnout Liability [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Beginning balance | 0 | 3,985 |
Change in fair value | 0 | (296) |
Ending balance | $ 0 | $ 3,689 |
Fair Value Measurement of Fin_4
Fair Value Measurement of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Sep. 30, 2021 | Sep. 17, 2020 |
Earnout liability | $ 0 | $ 0 | $ 0 | $ 3,782 |
Accounts Receivable, Net - Summ
Accounts Receivable, Net - Summary of Accounts Receivable (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||
Accounts receivable | $ 84,604 | $ 87,613 |
Less — allowance for doubtful accounts | (5,127) | (5,153) |
Accounts receivable | $ 79,477 | $ 82,460 |
Accounts Receivable, Net - Su_2
Accounts Receivable, Net - Summary of Allowance for Doubtful Accounts (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Balance at beginning of period | $ 5,153 | $ 2,669 |
Additions | 40 | 921 |
Write-offs | (66) | (14) |
Balance at end of period | $ 5,127 | $ 3,576 |
Inventories - Summary of Invent
Inventories - Summary of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Raw materials | $ 9,524 | $ 9,023 |
Work in process | 995 | 991 |
Finished goods | 12,218 | 15,008 |
Inventory | $ 22,737 | $ 25,022 |
Inventories - Additional Inform
Inventories - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Inventory reserve and obsolescence charged to cost of goods | $ 2,205 | $ 2,290 |
Prepaid Expenses and Other Cu_3
Prepaid Expenses and Other Current Assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Subscriptions | $ 2,685 | $ 2,745 |
Conferences and marketing expenses | 2,060 | 538 |
Deposits | 1,344 | 1,216 |
Insurance | 1,001 | 358 |
Other | 45 | 112 |
Prepaid Expense | $ 7,135 | $ 4,969 |
Property and Equipment, Net (De
Property and Equipment, Net (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Property, Plant and Equipment, Gross | $ 93,738 | $ 89,433 |
Accumulated depreciation and amortization | (59,075) | (57,729) |
Property and equipment net | 84,268 | 79,160 |
Leasehold improvements | ||
Property, Plant and Equipment, Gross | 33,973 | 30,531 |
Buildings | ||
Property, Plant and Equipment, Gross | 4,943 | 4,943 |
Furniture, computers and equipment | ||
Property, Plant and Equipment, Gross | 54,822 | 53,959 |
Construction in progress | ||
Property and equipment net | $ 49,605 | $ 47,456 |
Property and Equipment, Net - A
Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Depreciation expense | $ 1,347 | $ 1,010 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets - Identifiable intangible assets (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Original Cost | $ 58,523 | $ 58,523 |
Accumulated Amortization | (34,071) | (32,850) |
Net Book Value | 24,452 | 25,673 |
Developed technology | ||
Original Cost | 32,620 | 32,620 |
Accumulated Amortization | (18,573) | (17,709) |
Net Book Value | 14,047 | 14,911 |
Trade names and trademarks | ||
Original Cost | 2,080 | 2,080 |
Accumulated Amortization | (1,236) | (1,183) |
Net Book Value | 844 | 897 |
Customer relationships | ||
Original Cost | 10,690 | 10,690 |
Accumulated Amortization | (1,648) | (1,381) |
Net Book Value | 9,042 | 9,309 |
Independent sales agency network | ||
Original Cost | 4,500 | 4,500 |
Accumulated Amortization | (4,500) | (4,500) |
Patent | ||
Original Cost | 7,623 | 7,623 |
Accumulated Amortization | (7,623) | (7,623) |
Non-compete agreements | ||
Original Cost | 1,010 | 1,010 |
Accumulated Amortization | (491) | (454) |
Net Book Value | $ 519 | $ 556 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Goodwill | $ 28,772 | $ 28,772 | |
Amortization of Intangible Assets | $ 1,221 | $ 1,243 |
Accrued Expenses and Other Cu_3
Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Payables and Accruals [Abstract] | ||
Personnel costs | $ 23,060 | $ 26,865 |
Royalties | 3,190 | 3,458 |
Accrued but unpaid lease obligations and interest | 3,981 | 3,963 |
Other | 2,188 | 2,303 |
Total Accrued Expenses and Other Current Liabilities | $ 32,419 | $ 36,589 |
Restructuring - Summary of liab
Restructuring - Summary of liability related to the restructuring activities (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Restructuring Cost and Reserve [Line Items] | ||
Liability balance as of beginning | $ 3,168 | |
Expenses | 264 | $ 927 |
Payments | (3,300) | |
Liability balance as of ending | 132 | |
Employee | ||
Restructuring Cost and Reserve [Line Items] | ||
Liability balance as of beginning | 2,517 | |
Expenses | 115 | |
Payments | (2,517) | |
Liability balance as of ending | 115 | |
Other | ||
Restructuring Cost and Reserve [Line Items] | ||
Liability balance as of beginning | 651 | |
Expenses | 149 | |
Payments | (783) | |
Liability balance as of ending | $ 17 |
Restructuring - Additional Info
Restructuring - Additional Information (Detail) $ in Thousands | 3 Months Ended | ||||
Mar. 31, 2022USD ($) | Mar. 31, 2021USD ($) | Mar. 09, 2022USD ($)Employees | Dec. 31, 2021USD ($) | Oct. 21, 2020Employees | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | $ 264 | $ 927 | |||
Restructuring Reserve Current | 132 | $ 3,168 | |||
Birmingham Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Cost | $ 3,000 | ||||
Number of employees to retention Benefits | Employees | 25 | ||||
Employee Cost | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | 115 | ||||
Employee Cost | Birmingham Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Cost | $ 2,000 | ||||
Facility and Other | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring Charges | $ 149 | ||||
Facility and Other | Birmingham Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Cost | $ 1,000 | ||||
La Jolla Restructuring | |||||
Restructuring Cost and Reserve [Line Items] | |||||
Number of employees to retention Benefits | Employees | 65 |
Long-Term Debt Obligations (Det
Long-Term Debt Obligations (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Line of credit | $ 0 | $ 0 |
Term loan | 73,593 | 74,062 |
Less debt discount and debt issuance cost | (598) | (637) |
Term loan, net of debt discount and debt issuance cost | $ 72,995 | $ 73,425 |
Long-Term Debt Obligations - Fu
Long-Term Debt Obligations - Future payments of term loan (Detail) $ in Thousands | Mar. 31, 2022USD ($) |
2022 | $ 2,343 |
2023 | 4,687 |
2024 | 5,625 |
2025 | 6,563 |
2026 | 54,375 |
Total | $ 73,593 |
Long-Term Debt Obligations - Ad
Long-Term Debt Obligations - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 06, 2021 | Mar. 14, 2019 | Mar. 31, 2022 | Dec. 31, 2021 |
Financial covenants | Under the 2021 Credit Agreement, the Company is required to comply with certain financial covenants including the Consolidated Fixed Charge Coverage Ratio and Consolidated Total Net Leverage Ratio, tested quarterly. In addition, the Company is also required to make representations and warranties and comply with certain non-financial covenants that are customary in loan agreements of this type, including restrictions on the payment of dividends, repurchase of stock, incurrence of indebtedness, dispositions and acquisitions. | |||
Secured debt | $ 73,593 | $ 74,062 | ||
2019 Credit Agreement | ||||
Total payment | $ 70,559 | |||
Loss on the extinguishment of debt | (1,883) | |||
2021 Credit Agreement | ||||
Debt Instrument, Description of Variable Rate Basis | For Eurodollar Loans, the interest rate is a per annum interest rate equal to LIBOR plus an Applicable Margin between 2.00% to 3.25% based on the Total Net Leverage Ratio. For ABR Loans, the interest rate is equal to (1) the highest of (a) the Wall Street Journal Prime Rate, (b) the Federal Funds Rate plus 0.50% and (c) the LIBOR rate plus 1.0%, plus (2) an Applicable Margin between 1.00% to 2.25% based on the Total Net Leverage Ratio. | |||
2021 Credit Agreement | Maximum [Member] | Euro Dollar Loans [Member] | Applicable Margin [Member] | ||||
Debt instrument Interest and applicable margin rate percentage | 3.25% | |||
2021 Credit Agreement | Maximum [Member] | ABR Loans [Member] | Applicable Margin [Member] | ||||
Interest rate | 2.25% | |||
2021 Credit Agreement | Minimum [Member] | Euro Dollar Loans [Member] | Applicable Margin [Member] | ||||
Debt instrument Interest and applicable margin rate percentage | 2.00% | |||
2021 Credit Agreement | Minimum [Member] | ABR Loans [Member] | Applicable Margin [Member] | ||||
Interest rate | 1.00% | |||
Term Loan [Member] | 2019 Credit Agreement | ||||
Debt Instrument, Basis Spread on Variable Rate | 3.75% | |||
Additional Payment in Aggregate of the Principal Amount Percentage | 6.50% | |||
Debt instrument face amount | $ 40,000 | |||
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% | |||
Debt instrument maturity date | 2024 | |||
Fixed Interest Rate | 9.25% | |||
Term Loan [Member] | 2021 Credit Agreement | ||||
Secured debt | 73,593 | $ 74,062 | ||
Debt Issuance Costs, Net | $ 604 | |||
Debt instrument face amount | $ 75,000 | |||
Prepayment premium percentage | 1.00% | |||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2021 through and including June 30, 2022 | ||||
Debt instrument quarterly installment payment to original principal amount | $ 469 | |||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2022 through and including June 30, 2023 | ||||
Debt instrument quarterly installment payment to original principal amount | 938 | |||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2023 through and including June 30, 2025 | ||||
Debt instrument quarterly installment payment to original principal amount | 1,406 | |||
Term Loan [Member] | 2021 Credit Agreement | September 30, 2025 and the last day of each quarter thereafter until August 6, 2026 | ||||
Debt instrument quarterly installment payment to original principal amount | 1,875 | |||
Revolving Credit Facility [Member] | 2019 Credit Agreement | ||||
Maximum borrowing capacity | $ 60,000 | |||
Line of credit maturity date | 2024 | |||
Line of credit description of variable rate basis for advances under revolving facility | The interest rate for advances under the revolving facility was a floating per annum interest rate equal to the greater of the Wall Street Journal Prime Rate and 5.50%. | |||
Revolving Credit Facility [Member] | 2021 Credit Agreement | ||||
Maximum borrowing capacity | $ 125,000 | 125,000 | ||
Debt Issuance Costs, Net | $ 1,223 | |||
Prepayment premium percentage | 1.00% | |||
Revolving Credit Facility [Member] | 2021 Credit Agreement | Maximum [Member] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.45% | |||
Revolving Credit Facility [Member] | 2021 Credit Agreement | Minimum [Member] | ||||
Line of Credit Facility, Unused Capacity, Commitment Fee Percentage | 0.25% |
Stockholders' Equity (Detail)
Stockholders' Equity (Detail) - shares | Mar. 31, 2022 | Dec. 31, 2021 |
Equity [Abstract] | ||
Shares reserved for issuance for outstanding options | 7,924,792 | 6,596,969 |
Shares reserved for issuance for outstanding restricted stock units | 1,496,853 | 764,871 |
Shares reserved for issuance for future grants | 3,373,334 | 5,644,691 |
Total shares of authorized common stock reserved for future issuance | 12,794,979 | 13,006,531 |
Stockholders' Equity - Addition
Stockholders' Equity - Additional Information (Detail) | 1 Months Ended |
Mar. 24, 2019shares | |
Common Class A | |
Company issued acquisition of shares | 728,548 |
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, 2022 | Mar. 31, 2021 | |
Fair value of option vested | $ 1,612 | $ 143 |
Weighted average grant-date fair value | $ 3.94 | $ 5.31 |
Restricted Stock Units [Member] | ||
Unrecognized stock compensation expense | $ 7,892 | |
Share-based compensation expected to be recognized over a weighted-average period | 3 years 2 months 8 days | |
Restricted stock units issued to employees | 931,431 | |
Option | ||
Unrecognized stock compensation expense | $ 7,579 | |
Share-based compensation expected to be recognized over a weighted-average period | 3 years 3 months 14 days | |
Selling, General and Administrative Expenses | ||
Share-based compensation expense | $ 1,303 | $ 698 |
2003 and 2018 Stock Incentive Plan | Maximum | ||
Stock option granted vesting period | 5 years | |
2003 and 2018 Stock Incentive Plan | Minimum | ||
Stock option granted vesting period | 4 days | |
2003 and 2018 Stock Incentive Plan | Option | ||
Stock option expiration period | 10 years | |
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) - $ / shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Risk-free interest rate | 1.92% | 0.82% |
Expected term (in years) | 6 years 3 months | 6 years 2 months 15 days |
Expected volatility | 50.66% | 39.30% |
Expected dividend yield | 0.00% | 0.00% |
Exercise price | $ 13.54 | $ 8.03 |
Underlying stock price | $ 7.87 | $ 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, 2022$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Unvested at December 31, 2021 | shares | 764,871 |
Unvested Granted | shares | 931,431 |
Unvested Vested | shares | (179,714) |
Unvested Canceled/Forfeited | shares | (19,735) |
Unvested at March 31, 2022 | shares | 1,496,853 |
Unvested at December 31, 2021 | $ / shares | $ 7.52 |
Unvested Granted | $ / shares | 7.59 |
Unvested Vested | $ / shares | 7.81 |
Unvested Canceled/Forfeited | $ / shares | 6.83 |
Unvested at March 31, 2022 | $ / shares | $ 7.54 |
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, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Number of Shares Outstanding | 6,596,969 | ||
Number of Shares Granted | 1,418,224 | 1,037,099 | |
Number of Shares Exercised | (86,121) | ||
Number of Shares Canceled / forfeited | (4,280) | ||
Number of Shares Outstanding | 7,924,792 | 6,596,969 | |
Number of Shares Options Exercisable | 4,600,567 | ||
Number of Shares Options vested or expected to vest | 7,215,073 | ||
Weighted Average Exercise Price Outstanding | $ 4.10 | ||
Weighted Average Exercise Price Granted | 8.03 | ||
Weighted Average Exercise Price Exercised | 3.38 | ||
Weighted Average Exercise Price Cancelled / forfeited | 2.69 | ||
Weighted Average Exercise Price Outstanding | 4.82 | $ 4.10 | |
Weighted Average Exercise Price Options Exercisable | 2.52 | ||
Weighted Average Exercise Price Options Vested or Expected to Vest | $ 4.44 | ||
Weighted Average Remaining Contractual Term (in years) Outstanding | 5 years 9 months 29 days | 5 years 2 months 12 days | |
Weighted Average Remaining Contractual Term (in years) Options Exercisable | 3 years 6 months 25 days | ||
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest | 5 years 6 months | ||
Aggregate Intrinsic Value Outstanding | $ 38,524 | ||
Aggregate Intrinsic Value Options Exercised | 441 | ||
Aggregate Intrinsic Value Outstanding | 29,053 | $ 38,524 | |
Aggregate Intrinsic Value Options Exercisable | 25,113 | ||
Aggregate Intrinsic Value Options Vested or Expected to Vest | $ 28,567 |
Stock-Based Compensation - Pare
Stock-Based Compensation - Parenthetical (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Share-based Payment Arrangement [Abstract] | ||
Options granted | 1,418,224 | 1,037,099 |
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, 2022 | Mar. 31, 2021 | |
Net Income | $ 87 | $ 9,943 |
Weighted average common shares outstanding —basic | 128,788,721 | 127,870,065 |
Weighted-average common shares outstanding—diluted | 132,805,154 | 133,451,950 |
Earnings (loss) per share—basic | $ 0 | $ 0.08 |
Earnings (loss) per share—diluted | $ 0 | $ 0.07 |
Restricted Stock Units [Member] | ||
Dilutive effect of awards | 264,075 | 527,658 |
Employee Stock Option | ||
Dilutive effect of awards | 3,752,358 | 5,054,227 |
Net Income (Loss) per Share (_4
Net Income (Loss) per Share (EPS) - Additional Information (Detail) - shares | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Earnings Per Share [Abstract] | ||
Anti-dilutive shares excluded from the diluted EPS | 155,207 | 1,202,193 |
Leases - Additional Information
Leases - Additional Information (Detail) - USD ($) $ in Thousands | Aug. 11, 2021 | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Property plant and equipment net | $ 84,268 | $ 79,160 | ||
Accrued But Unpaid Lease Obligation | Principal, Interest and CAM [Member] | ||||
Accrued but unpaid lease obligations | $ 7,298 | $ 7,804 | $ 10,336 | |
275 Dan Road SPE LLC [Member] | ||||
Purchase of building under the lease amount | $ 6,013 | |||
Percentage of amount required to pay for the accrued but unpaid lease obligations associated with building | 50.00% | |||
Interest on the balance of the accrued but unpaid lease obligations associated with building was reduced to annula simplete rate,Percentage | 4.50% | |||
Property plant and equipment net | $ 4,943 | |||
Fleet Lease | ||||
Lessee, operating lease, term of contract | 367 days | |||
Maximum | ||||
Lessee, operating lease, renewal term | 10 years | |||
Minimum | ||||
Lessee, operating lease, renewal term | 5 years |
Leases - Schedule of Accrued bu
Leases - Schedule of Accrued but Unpaid Lease Obligations (Detail) - Accrued But Unpaid Lease Obligation [Member] - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 | Dec. 31, 2020 |
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | |||
Accrued interest on accrued but unpaid lease obligations | $ 1,956 | $ 1,938 | |
Principal [Member] | |||
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | |||
Total accrued but unpaid lease obligations | 7,246 | 7,246 | |
Principal Interest and C A M [Member] | |||
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | |||
Total accrued but unpaid lease obligations | 7,298 | 7,804 | $ 10,336 |
Common Area Maintenance [Member] | |||
Schedule Of Accrued But Unpaid Lease Obligations [Line Items] | |||
Total accrued but unpaid lease obligations | $ 52 | $ 558 |
Leases - Schedule of Lease Cost
Leases - Schedule of Lease Cost (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2022 | Mar. 31, 2021 | |
Leases [Abstract] | ||
Finance lease Amortization of right-of-use assets | $ 107 | $ 299 |
Finance lease Interest on lease liabilities | 5 | 349 |
Total Finance lease cost | 112 | 648 |
Operating lease cost | 2,434 | 1,280 |
Short-term lease cost | 669 | 715 |
Variable lease cost | 918 | 1,363 |
Total lease cost | $ 4,133 | $ 4,006 |
Leases - Summary of Balance She
Leases - Summary of Balance Sheet Information Related To Finance Leases (Detail) - USD ($) $ in Thousands | Mar. 31, 2022 | Dec. 31, 2021 |
Lessee Disclosure [Abstract] | ||
Property and equipment, gross | $ 1,174 | $ 1,174 |
Accumulated depreciation | (1,067) | (961) |
Property and equipment, net | 107 | 213 |
Finance lease obligations | $ 101 | $ 200 |
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] | Property and equipment net |
Leases - Summary of Cash Flow I
Leases - Summary of Cash Flow Information Related To Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Cash paid for amounts included in the measurement of lease liabilities: | |||
Operating cash flows for operating leases | $ 2,337 | $ 1,362 | |
Operating cash flows for finance leases | 5 | 523 | |
Financing cash flows for finance leases | 99 | 675 | |
Right-of-use assets obtained in exchange for lease obligations | |||
Operating leases | $ 171 | $ 310 | |
Weighted-average remaining lease term | |||
Finance leases | 2 months 15 days | 5 months 12 days | |
Operating leases | 8 years 14 days | 8 years 2 months 19 days | |
Weighted-average discount rate | |||
Finance leases | 11.30% | 11.30% | |
Operating leases | 4.53% | 4.51% |
Leases - Summary of Maturities
Leases - Summary of Maturities of Lease Liabilities (Detail) $ in Thousands | Mar. 31, 2021USD ($) |
Lessee Disclosure [Abstract] | |
2022 | $ 11,873 |
2023 | 8,104 |
2024 | 7,315 |
2025 | 7,526 |
2026 | 7,435 |
Thereafter | 25,966 |
Total lease payments | 68,219 |
Less: interest | (11,121) |
Total lease liabilities | 57,098 |
2022 | 103 |
2023 | 0 |
2024 | 0 |
2025 | 0 |
2026 | 0 |
Thereafter | 0 |
Total lease payments | 103 |
Less: interest | (2) |
Total lease liabilities | $ 101 |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2022 | Mar. 31, 2021 | Dec. 31, 2021 | |
Accrued Legal Expenses | $ 150 | $ 150 | |
Selling, General and Administrative Expenses | |||
Royalty Expense | 1,601 | $ 1,220 | |
License Agreement University | |||
Accrued Royalties | 1,187 | $ 1,187 | |
Royalty Expense | $ 0 | $ 0 |
Related Party Transactions - Ad
Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2022 | Dec. 31, 2020 | |
Selling, General and Administrative Expenses | |||
Related Party Transaction, Amounts of Transaction | $ 179 | ||
Option Loans | |||
Related Parties Notes Receivable | $ 334 | ||
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, 2022 | Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | ||
Federal corporate income tax rate | 21.00% | |
Income tax expense | $ 45 | $ 200 |
Discreet tax expense | $ 10 | $ 10 |