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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2024

OR

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission File Number 001-37906

ORGANOGENESIS HOLDINGS INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

98-1329150

(State or Other Jurisdiction of

Incorporation or Organization)

(I.R.S. Employer

Identification No.)

 

 

85 Dan Road

 

Canton, MA

02021

                                    (Address of principal executive offices)

(Zip Code)

 

(781) 575-0775

(Registrant’s Telephone Number, Including Area Code)

 

 

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

 

Title of each class

 

Trading Symbol(s)

 

Name of each exchange on which registered

Class A Common Stock, $0.0001 par value

 

ORGO

 

Nasdaq Capital Market

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

 

 

 

 

Non-accelerated filer

Smaller reporting company

 

 

 

 

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No

The number of shares of the registrant’s Class A common stock outstanding as of April 30, 2024 was 132,572,465.

 

 

 

 


Organogenesis Holdings Inc.

Quarterly Report on Form 10-Q

For the Quarterly Period Ended March 31, 2024

Table of Contents

 

Page

PART I. FINANCIAL INFORMATION

4

Item 1.

Unaudited Condensed Consolidated Financial Statements

4

Condensed Consolidated Balance Sheets

4

Condensed Consolidated Statements of Operations and Comprehensive Loss

5

Condensed Consolidated Statements of Stockholders’ Equity

6

Condensed Consolidated Statements of Cash Flows

7

Notes to Condensed Consolidated Financial Statements

8

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

19

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

26

Item 4.

Controls and Procedures

27

 

 

PART II. OTHER INFORMATION

28

Item 1.

Legal Proceedings

28

Item 1A

Risk Factors

28

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

28

Item 3.

Defaults Upon Senior Securities

28

Item 4.

Mine Safety Disclosures

29

Item 5.

Other Information

29

Item 6.

Exhibits

30

 

 

SIGNATURES

31

 

2


CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements. These statements may relate to, but are not limited to, expectations of our future results of operations, business strategies and operations, financing plans, potential growth opportunities, clinical development and commercialization of our product candidates, potential market opportunities and the effects of competition, as well as assumptions relating to the foregoing. Forward-looking statements are inherently subject to risks and uncertainties, some of which cannot be predicted or quantified. These risks and other factors include, but are not limited to, those listed under “Risk Factors.” In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “could,” “expect,” “plan,” “anticipate,” “believe,” “estimate,” “predict,” “intend,” “potential,” “might,” “would,” “continue” or the negative of these terms or other comparable terminology. These forward-looking statements are based on our management’s current expectations, estimates, forecasts and projections about our business and the industry in which we operate and our management’s beliefs and assumptions. These forward-looking statements are not guarantees of future performance or development and involve known and unknown risks, uncertainties and other factors that are in some cases beyond our control. As a result, any or all of our forward-looking statements in this Form 10-Q may turn out to be inaccurate. Factors that may cause actual results to differ materially from current expectations include, among other things, those listed under “Risk Factors” and discussed elsewhere in this Form 10-Q and in “Part I, Item 1A—Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023. These forward-looking statements speak only as of the date of this Form 10-Q. Except as required by law, we assume no obligation to update or revise these forward-looking statements for any reason, even if new information becomes available in the future. You should, however, review the factors and risks we describe in the reports we will file from time to time with the U.S. Securities and Exchange Commission (the “SEC”) after the date of this Form 10-Q.

As used herein, except as otherwise indicated by context, references to “we,” “us,” “our,” “the Company,” “Organogenesis” and “ORGO” will refer to Organogenesis Holdings Inc. and its subsidiaries.

3


PART I—FINANCIAL INFORMATION

Item 1. Unaudited Condensed Consolidated Financial Statements.

ORGANOGENESIS HOLDINGS INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

(amounts in thousands, except share and per share data)

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Assets

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

Cash and cash equivalents

 

$

88,626

 

 

$

103,840

 

Restricted cash

 

 

720

 

 

 

498

 

Accounts receivable, net

 

 

96,148

 

 

 

81,999

 

Inventories, net

 

 

27,694

 

 

 

28,253

 

Prepaid expenses and other current assets

 

 

13,979

 

 

 

10,454

 

Total current assets

 

 

227,167

 

 

 

225,044

 

Property and equipment, net

 

 

114,245

 

 

 

116,228

 

Intangible assets, net

 

 

14,970

 

 

 

15,871

 

Goodwill

 

 

28,772

 

 

 

28,772

 

Operating lease right-of-use assets, net

 

 

38,616

 

 

 

40,118

 

Deferred tax asset, net

 

 

28,002

 

 

 

28,002

 

Other assets

 

 

6,709

 

 

 

5,990

 

Total assets

 

$

458,481

 

 

$

460,025

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

Current portion of term loan

 

$

5,489

 

 

$

5,486

 

Current portion of finance lease obligations

 

 

1,103

 

 

 

1,081

 

Current portion of operating lease obligations - related party

 

 

8,543

 

 

 

8,413

 

Current portion of operating lease obligations

 

 

4,675

 

 

 

4,731

 

Accounts payable

 

 

23,230

 

 

 

30,724

 

Accrued expenses and other current liabilities

 

 

39,759

 

 

 

30,074

 

Total current liabilities

 

 

82,799

 

 

 

80,509

 

Term loan, net of current portion

 

 

59,371

 

 

 

60,745

 

Finance lease obligations, net of current portion

 

 

1,604

 

 

 

1,888

 

Operating lease obligations, net of current portion - related party

 

 

11,052

 

 

 

11,954

 

Operating lease obligations, net of current portion

 

 

24,383

 

 

 

25,053

 

Other liabilities

 

 

1,242

 

 

 

1,213

 

Total liabilities

 

 

180,451

 

 

 

181,362

 

Commitments and contingencies (Note 14)

 

 

 

 

 

 

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; 133,267,888 and 132,044,944 shares issued; 132,539,340 and 131,316,396 shares outstanding at March 31, 2024 and December 31, 2023, respectively.

 

 

13

 

 

 

13

 

Additional paid-in capital

 

 

321,088

 

 

 

319,621

 

Accumulated deficit

 

 

(43,071

)

 

 

(40,971

)

Total stockholders’ equity

 

 

278,030

 

 

 

278,663

 

Total liabilities and stockholders’ equity

 

$

458,481

 

 

$

460,025

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

4


ORGANOGENESIS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(unaudited)

(amounts in thousands, except share and per share data)

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Net revenue

 

$

109,976

 

 

$

107,642

 

Cost of goods sold

 

 

28,696

 

 

 

26,607

 

Gross profit

 

 

81,280

 

 

 

81,035

 

Operating expenses:

 

 

 

 

 

 

Selling, general and administrative

 

 

72,322

 

 

 

73,834

 

Research and development

 

 

12,810

 

 

 

11,202

 

Total operating expenses

 

 

85,132

 

 

 

85,036

 

Loss from operations

 

 

(3,852

)

 

 

(4,001

)

Other expense, net:

 

 

 

 

 

 

Interest expense, net

 

 

(514

)

 

 

(649

)

Other income, net

 

 

23

 

 

 

23

 

Total other expense, net

 

 

(491

)

 

 

(626

)

Net loss before income taxes

 

 

(4,343

)

 

 

(4,627

)

Income tax benefit

 

 

2,243

 

 

 

1,658

 

Net loss and comprehensive loss

 

$

(2,100

)

 

$

(2,969

)

 

 

 

 

 

 

 

Net loss, per share:

 

 

 

 

 

 

Basic and diluted

 

$

(0.02

)

 

$

(0.02

)

Weighted-average common shares outstanding

 

 

 

 

 

 

Basic and diluted

 

 

131,861,772

 

 

 

131,083,841

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

5


ORGANOGENESIS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(unaudited)

(amounts in thousands, except share data)

 

 

 

Three Months Ended March 31, 2024

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Stockholders’ Equity

 

Balance as of December 31, 2023

 

 

131,316,396

 

 

$

13

 

 

$

319,621

 

 

$

(40,971

)

 

$

278,663

 

Exercise of stock options

 

 

152,250

 

 

 

 

 

 

180

 

 

 

 

 

 

180

 

Vesting of RSUs, net of shares surrendered to pay taxes

 

 

1,070,694

 

 

 

 

 

 

(1,120

)

 

 

 

 

 

(1,120

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

2,407

 

 

 

 

 

 

2,407

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,100

)

 

 

(2,100

)

Balance as of March 31, 2024

 

 

132,539,340

 

 

$

13

 

 

$

321,088

 

 

$

(43,071

)

 

$

278,030

 

 

 

 

 

Three Months Ended March 31, 2023

 

 

 

 

 

 

 

 

 

Additional

 

 

 

 

 

 

 

 

 

Common Stock

 

 

Paid-in

 

 

Accumulated

 

 

Total

 

 

 

Shares

 

 

Amount

 

 

Capital

 

 

Deficit

 

 

Stockholders’ Equity

 

Balance as of December 31, 2022

 

 

130,919,129

 

 

$

13

 

 

$

310,957

 

 

$

(45,301

)

 

$

265,669

 

Cumulative-effect adjustment from adoption of ASU 2016-13, net of tax (Note 2)

 

 

 

 

 

 

 

 

 

 

 

(615

)

 

 

(615

)

Vesting of RSUs, net of shares surrendered to pay taxes

 

 

307,258

 

 

 

 

 

 

(298

)

 

 

 

 

 

(298

)

Stock-based compensation expense

 

 

 

 

 

 

 

 

1,914

 

 

 

 

 

 

1,914

 

Net loss

 

 

 

 

 

 

 

 

 

 

 

(2,969

)

 

 

(2,969

)

Balance as of March 31, 2023

 

 

131,226,387

 

 

$

13

 

 

$

312,573

 

 

$

(48,885

)

 

$

263,701

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

6


ORGANOGENESIS HOLDINGS INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited, in thousands)

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Cash flows from operating activities:

 

 

 

 

 

 

Net loss

 

$

(2,100

)

 

$

(2,969

)

Adjustments to reconcile net loss to net cash used in operating activities:

 

 

 

 

 

 

Depreciation

 

 

3,072

 

 

 

2,694

 

Amortization of intangible assets

 

 

901

 

 

 

1,230

 

Reduction in the carrying value of right-of-use assets

 

 

2,203

 

 

 

1,939

 

Non-cash interest expense

 

 

105

 

 

 

107

 

Deferred interest expense

 

 

122

 

 

 

122

 

Provision recorded for credit losses

 

 

968

 

 

 

243

 

Loss on disposal of property and equipment

 

 

347

 

 

 

63

 

Adjustment for excess and obsolete inventories

 

 

2,515

 

 

 

1,407

 

Stock-based compensation

 

 

2,407

 

 

 

1,914

 

Changes in operating assets and liabilities:

 

 

 

 

 

 

Accounts receivable

 

 

(15,117

)

 

 

(3,429

)

Inventories

 

 

(4,670

)

 

 

(2,163

)

Prepaid expenses and other current assets and other assets

 

 

(4,315

)

 

 

(4,774

)

Operating leases

 

 

(2,199

)

 

 

(2,122

)

Accounts payable

 

 

(4,391

)

 

 

(1,390

)

Accrued expenses and other current liabilities

 

 

9,962

 

 

 

2,029

 

Other liabilities

 

 

28

 

 

 

22

 

Net cash used in operating activities

 

 

(10,162

)

 

 

(5,077

)

Cash flows from investing activities:

 

 

 

 

 

 

Purchases of property and equipment

 

 

(2,222

)

 

 

(7,562

)

Net cash used in investing activities

 

 

(2,222

)

 

 

(7,562

)

Cash flows from financing activities:

 

 

 

 

 

 

Payments of term loan under the 2021 Credit Agreement

 

 

(1,406

)

 

 

(938

)

Payments of withholding taxes in connection with RSUs vesting

 

 

(1,120

)

 

 

(298

)

Proceeds from the exercise of stock options

 

 

180

 

 

 

-

 

Principal repayments of finance lease obligations

 

 

(262

)

 

 

-

 

Net cash used in financing activities

 

 

(2,608

)

 

 

(1,236

)

Change in cash, cash equivalents and restricted cash

 

 

(14,992

)

 

 

(13,875

)

Cash, cash equivalents, and restricted cash, beginning of period

 

 

104,338

 

 

 

103,290

 

Cash, cash equivalents, and restricted cash, end of period

 

$

89,346

 

 

$

89,415

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

 

Cash paid for interest

 

$

1,375

 

 

$

1,271

 

Cash paid for income taxes

 

$

35

 

 

$

128

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

 

Cumulative effect adjustment for adoption of ASU No. 2016-13 (Note 2)

 

$

 

 

$

615

 

Purchases of property and equipment included in accounts payable and accrued expenses

 

$

786

 

 

$

1,986

 

Right-of-use assets obtained through operating lease obligations

 

$

701

 

 

$

1,586

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

7


ORGANOGENESIS HOLDINGS INC.

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(amounts in thousands, except share and per share data)

1. Nature of Business and Basis of Presentation

Organogenesis Holdings Inc. (“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 surgery centers (“ASCs”) and physician offices. The Company has one operating and reportable segment.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (the “Annual Report”). The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, any other interim periods, or any future years or periods.

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report.

These unaudited condensed consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned subsidiaries, Organogenesis Inc., Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. All intercompany balances and transactions have been eliminated in consolidation.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have had or may have a material impact on its condensed consolidated financial statements or disclosures.

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 at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the condensed consolidated financial statements, the estimates and assumptions that management considers 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 assets; and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company invests its cash equivalents in highly rated money market funds. Deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company sweeps cash daily overnight and diversifies among financial institutions to reduce such exposure.

 

8


Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

Correction of Immaterial Classification Error

Subsequent to the issuance of the consolidated financial statements as of and for the year ended December 31, 2023, the Company determined that as of December 31, 2023, it had incorrectly classified $5,273 of accrued but unpaid lease obligations as current portion of operating lease obligations instead of as current portion of operating lease obligations - related party. As a result, the Company also incorrectly classified $5,273 of operating lease obligations, net of current portion as operating lease obligations, net of current portion - related party. These misclassifications have been corrected in the accompanying condensed consolidated balance sheets and conform to the current period presentation of operating lease obligations. These reclassifications had no impact on reported results of operations, stockholders’ equity, cash flows, total current liabilities, or total liabilities.

3. Revenue from Contracts with Customers

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. Product revenue is recognized when a customer obtains control of the Company’s products which occurs at a point in time and may be upon shipment, procedure date, or delivery, based on the terms of the contract. Revenue is recorded net of a reserve for returns, discounts and Group Purchasing Organization (“GPO”) rebates, which represent a direct reduction to the revenue recognized. These reductions are accrued at the time revenue is recognized, based upon historical experience and specific circumstances. For the three months ended March 31, 2024 and 2023, the Company recorded GPO fees of $1,394 and $1,424, respectively, as a direct reduction of revenue.

The following tables set forth revenue by product category:

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Advanced Wound Care

 

$

103,864

 

 

$

100,917

 

Surgical & Sports Medicine

 

 

6,112

 

 

 

6,725

 

Total net revenue

 

$

109,976

 

 

$

107,642

 

For all periods presented, net revenue generated outside the United States represented less than 1% of total net revenue.

4. Accounts Receivable, Net

Accounts receivable consisted of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Accounts receivable

 

$

103,623

 

 

$

88,859

 

Less — allowance for credit losses

 

 

(7,475

)

 

 

(6,860

)

 

$

96,148

 

 

$

81,999

 

 

9


 

The Company’s allowance for credit losses is comprised of the following:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Balance at beginning of period

 

$

6,860

 

 

$

6,362

 

Cumulative effect of adopting ASU 2016-13

 

 

 

 

 

615

 

Additions (adjustments)

 

 

968

 

 

 

243

 

Write-offs

 

 

(356

)

 

 

(299

)

Recoveries

 

 

3

 

 

 

 

Balance at end of period

 

$

7,475

 

 

$

6,921

 

 

5. Inventories

Inventories, net of related reserves for excess and obsolescence, consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Raw materials

 

$

13,341

 

 

$

12,988

 

Work in process

 

 

858

 

 

 

810

 

Finished goods

 

 

13,495

 

 

 

14,455

 

 

 

$

27,694

 

 

$

28,253

 

 

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, 2024 and 2023, the Company charged $2,515 and $1,407, respectively, for inventory excess and obsolescence to cost of goods sold within the condensed consolidated statements of operations and comprehensive loss.

 

6. Property and Equipment, Net

Property and equipment consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Leasehold improvements

 

$

62,129

 

 

$

60,819

 

Buildings

 

 

4,943

 

 

 

4,943

 

Furniture, computers and equipment

 

 

63,528

 

 

 

64,585

 

 

 

130,600

 

 

 

130,347

 

Accumulated depreciation

 

 

(74,745

)

 

 

(73,186

)

Construction in progress

 

 

58,390

 

 

 

59,067

 

 

$

114,245

 

 

$

116,228

 

 

Depreciation expense was $3,072 and $2,694 for the three months ended March 31, 2024 and 2023, respectively. Construction in progress primarily represents the ongoing ERP system implementation and the unfinished construction work on a purchased building located on the Company’s Canton, Massachusetts campus and improvements at the Company’s leased facilities in Canton and Norwood, Massachusetts.

10


7. Goodwill and Intangible Assets

Goodwill was $28,772 as of March 31, 2024 and December 31, 2023. There was no impairment of goodwill recorded during the three months ended March 31, 2024 and 2023.

Intangible assets consisted of the following as of March 31, 2024:

 

 

 

Original

 

 

Accumulated

 

 

Net Book

 

 

 

Cost

 

 

Amortization

 

 

Value

 

Developed technology

 

$

32,620

 

 

$

(25,226

)

 

$

7,394

 

Customer relationships

 

 

10,690

 

 

 

(3,786

)

 

 

6,904

 

Patent

 

 

7,623

 

 

 

(7,623

)

 

 

 

Independent sales agency network

 

 

4,500

 

 

 

(4,500

)

 

 

 

Trade names and trademarks

 

 

2,080

 

 

 

(1,627

)

 

 

453

 

Non-compete agreements

 

 

1,010

 

 

 

(791

)

 

 

219

 

Total

 

$

58,523

 

 

$

(43,553

)

 

$

14,970

 

 

Intangible assets consisted of the following as of December 31, 2023:

 

 

 

Original

 

 

Accumulated

 

 

Net Book

 

 

 

Cost

 

 

Amortization

 

 

Value

 

Developed technology

 

$

32,620

 

 

$

(24,666

)

 

$

7,954

 

Customer relationship

 

 

10,690

 

 

 

(3,519

)

 

 

7,171

 

Patent

 

 

7,623

 

 

 

(7,623

)

 

 

 

Independent sales agency network

 

 

4,500

 

 

 

(4,500

)

 

 

 

Trade names and trademarks

 

 

2,080

 

 

 

(1,590

)

 

 

490

 

Non-compete agreements

 

 

1,010

 

 

 

(754

)

 

 

256

 

Total

 

$

58,523

 

 

$

(42,652

)

 

$

15,871

 

 

Amortization of intangible assets, calculated on a straight-line basis or using an accelerated method, was $901 and $1,230 for the three months ended March 31, 2024 and 2023, respectively. The weighted average remaining useful lives for developed technology, trade names and trademarks, customer relationship, and non-compete agreements are 4.2 years, 4.2 years, 6.5 years, and 1.5 years, respectively, as of March 31, 2024.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Personnel costs

 

$

24,078

 

 

$

18,287

 

Royalties

 

 

6,582

 

 

 

3,075

 

Accrued but unpaid lease obligations and interest

 

 

2,448

 

 

 

2,326

 

Accrued milestone payment (Note 14)

 

 

2,500

 

 

 

2,500

 

Accrued option payment (Note 14)

 

 

2,500

 

 

 

 

Accrued taxes

 

 

483

 

 

 

2,799

 

Other

 

 

1,168

 

 

 

1,087

 

 

$

39,759

 

 

$

30,074

 

The accrued but unpaid lease obligations and the interest accrual on these obligations are related to the buildings in Canton, Massachusetts. See Note 13, Leases.

9. Restructuring

In order to reduce the Company’s cost structure and improve operating efficiency, the Company has consolidated its manufacturing operations in various locations into Massachusetts facilities.

On February 3, 2023, the Company committed to a plan to restructure its workforce to increase productivity and enhance profitability. The reduction in force reduced the Company’s headcount by 71 employees, or approximately 7% of all employees. The

11


Company incurred a total charge of $1,817 in the three months ended March 31, 2023 in connection with the restructuring, primarily consisting of severance payments. It was substantially completed as of March 31, 2023.

As a result of the restructuring activities, the Company incurred a total pre-tax charge of $1,908 during the three months ended March 31, 2023. These charges were included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The liability related to the restructuring activities was $280 and $904 as of March 31, 2024 and December 31, 2023, respectively, and was included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The following tables provide a roll-forward of the restructuring liabilities.

 

 

 

Total

 

Liability balance as of December 31, 2023

 

$

904

 

Cash disbursements and other adjustments

 

 

(624

)

Liability balance as of March 31, 2024

 

$

280

 

 

 

 

 

Employee

 

 

Other

 

 

Total

 

Liability balance as of December 31, 2022

 

$

1,010

 

 

$

182

 

 

$

1,192

 

Expenses

 

 

1,817

 

 

 

91

 

 

 

1,908

 

Cash disbursements and other adjustments

 

 

(1,740

)

 

 

(273

)

 

 

(2,013

)

Liability balance as of March 31, 2023

 

$

1,087

 

 

$

 

 

$

1,087

 

 

10. Debt Obligations

Debt obligations consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Revolving Facility

 

$

 

 

$

 

Term loan

 

 

65,156

 

 

 

66,563

 

Less debt discount and debt issuance cost

 

 

(296

)

 

 

(332

)

Term loan, net of debt discount and debt issuance cost

 

$

64,860

 

 

$

66,231

 

 

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, as amended (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” and, together with the Term Loan Facility, the “Facilities”). 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 made under the 2021 Credit Agreement may be either SOFR Loans or ABR Loans, at the Company’s option. For SOFR Loans, the interest rate is a per annum interest rate equal to the Adjusted Term SOFR 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 Adjusted Term SOFR rate plus 1.0%, plus (2) an Applicable Margin between 1.00% to 2.25% based on the Total Net Leverage Ratio. On March 31, 2024, the applicable interest rate for outstanding borrowings is 7.64%.

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 remaining principal balance of $50,625 is also due on the Term Loan Maturity Date. The Company may prepay the Term Loan Facility. 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 available funds (the “Commitment Fee”). The

12


Commitment Fee rate is between 0.25% to 0.45% based on the Total Net Leverage Ratio. The Company may elect to reduce or terminate the Revolving Facility in its entirety at any time by repaying all outstanding principal and unpaid accrued interest.

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.

The Company recorded debt issuance costs and related fees of $604 in connection with entering into the Term Loan Facility, which are recorded as a reduction of the carrying value of the term loan on the accompanying condensed consolidated balance sheets. In connection with entering into 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.

As of March 31, 2024 and December 31, 2023, the Company had outstanding borrowings of $65,156 and $66,563 under the Term Loan Facility, respectively, and $0 under the Revolving Facility with $125,000 available for future revolving borrowings.

The future payments due under the Term Loan Facility as of March 31, 2024, are as follows for the calendar years ending December 31:

 

2024 (remaining nine months)

 

 

4,218

 

2025

 

 

6,563

 

2026

 

 

54,375

 

Total

 

$

65,156

 

 

 

11. Stockholders’ Equity and Stock-Based Compensation

Common Stock

As of March 31, 2024, the issued shares of Class A common stock include 728,548 treasury shares that were reacquired in connection with the redemption of redeemable shares in March 2019.

Stock Incentive Plans

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 Incentive Plan (the “2018 Plan”). At the adoption of the 2018 Plan, a total of 9,198,996 shares of Class A common stock was authorized to be issued (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). In June 2022, the 2018 Plan was amended to increase the number of shares of Class A common stock reserved for issuance by 7,826,970 shares.

The Organogenesis 2003 Stock Incentive Plan (the “2003 Plan”), provided for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Effective December 10, 2018, no additional awards may be made under the 2003 Plan.

Stock-Based Compensation Expense

Stock options awarded under the stock incentive plans expire 10 years after the grant date and typically vest over four or five years. Restricted stock units awarded typically vest over four years.

Stock-based compensation expense was $2,407 and $1,914 for the three months ended March 31, 2024 and 2023, respectively. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

Restricted Stock Units (RSUs)

The Company granted 1,766,615 and 3,192,372 time-based restricted stock units to its employees, executives and members of the Board of Directors in the three months ended March 31, 2024 and 2023, 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.

13


The activity of restricted stock units is set forth below:

 

 

Number

 

 

Weighted Average

 

 

of RSUs

 

 

Grant Date

 

 

 

 

 

Fair Value

 

Unvested at December 31, 2023

 

 

3,898,331

 

 

$

3.54

 

Granted

 

 

1,766,615

 

 

 

3.43

 

Vested

 

 

(1,376,737

)

 

 

3.63

 

Canceled/forfeited

 

 

(15,474

)

 

 

5.52

 

Unvested at March 31, 2024

 

 

4,272,735

 

 

$

3.46

 

As of March 31, 2024, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $10,968 and the weighted average remaining recognition period for unvested awards was 2.77 years.

Stock Options

The following table summarizes the Company’s stock option activity since December 31, 2023:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

 

 

 

 

Average

 

 

Contractual

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Term

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

(in years)

 

 

Value

 

Outstanding as of December 31, 2023

 

 

9,340,046

 

 

$

4.60

 

 

 

6.66

 

 

$

10,267

 

Granted

 

 

2,640,601

 

 

 

3.43

 

 

 

 

 

 

 

Exercised

 

 

(152,250

)

 

 

1.18

 

 

 

 

 

 

254

 

Canceled/forfeited

 

 

(21,738

)

 

 

5.85

 

 

 

 

 

 

7

 

Outstanding as of March 31, 2024

 

 

11,806,659

 

 

$

4.38

 

 

 

7.28

 

 

$

3,359

 

Options exercisable as of March 31, 2024

 

 

5,258,648

 

 

$

4.92

 

 

 

5.18

 

 

$

2,487

 

Options vested or expected to vest as of March 31, 2024

 

 

10,457,197

 

 

$

4.47

 

 

 

7.03

 

 

$

3,169

 

 

The stock options granted during the three months ended March 31, 2024 and 2023 were 2,640,601 and 3,554,528, respectively.

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 weighted-average grant-date fair value per share of stock options granted during the three months ended March 31, 2024 and 2023 was $1.89 and $1.32, respectively. The total fair value of options vested during the three months ended March 31, 2024 and 2023 was $3,669 and $2,653, respectively.

As of March 31, 2024, the total unrecognized stock compensation expense related to unvested stock options expected to vest was $9,218 and was expected to be recognized over a weighted-average period of 2.84 years.

12. Earnings 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.

The Company’s potentially dilutive securities include restricted stock units and stock options to purchase shares of Class A common stock. As the Company had a net loss in the periods presented, the potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for these periods. For the three months ended March 31, 2024 and 2023, the Company excluded 1,542,861 and 800,395 potential shares of Class A common stock, respectively, presented based on the diluted effects of options and restricted stock units outstanding at each

14


period end, from the computation of diluted net loss per share attributable to the common stockholders for these periods. Basic and diluted net loss attributable to the Class A common stockholders was calculated as follows.

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(2,100

)

 

$

(2,969

)

Denominator:

 

 

 

 

 

 

Weighted-average common shares outstanding — basic and diluted

 

 

131,861,772

 

 

 

131,083,841

 

Net loss per share—basic and diluted

 

$

(0.02

)

 

$

(0.02

)

 

13. Leases

The Company’s leases consist 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 to ten years. The Company leases vehicles under operating leases for certain employees and has fleet services agreements for service on these vehicles. The minimum lease term for each newly leased vehicle is 367 days with renewal options. The Company may terminate the vehicle lease after the minimum lease term upon thirty days’ prior notice. The Company also leases other equipment under noncancelable leases that expire at various dates through 2026.

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 (the “Related-Party Leases”). 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 directors, former directors and / or stockholders of the Company.

In August 2021, the Company purchased the building (the “275 Dan Road Building”) under the lease with 275 Dan Road SPE, LLC for $6,013 and the lease was terminated. The Company recorded an asset of $4,943 to buildings within property and equipment, net, to account for the purchase of the leased asset.

The remaining three Related-Party 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. In November 2021, the Company exercised the option to extend the leases for an additional five years, and at such time, remeasured the right of use assets and lease liabilities based on its best estimate of the market rental rate in the renewal period and reassessed the classification for these leases. As a result, these leases were reclassified from finance leases to operating leases on the consolidated balance sheets as of December 31, 2021. In December 2022, the Company and the landlord finalized the market rental rate in the renewal period for these properties, resulting in an additional $8,060 to be recorded as variable lease expenses over the renewal period.

Effective April 1, 2019, the Company agreed to accrue interest on accrued but unpaid lease obligations owed for rent in arrears to the owners of the buildings subject to the Related-Party Leases, at an interest rate equal to the rate charged under the 2019 Credit Agreement. The remaining accrued but unpaid lease obligation with respect to the 275 Dan Road Building was paid in five quarterly installments through January 3, 2023, and accordingly at March 31, 2024 and December 31, 2023, there is no remaining balance or accrued interest associated with the 275 Dan Road Building. The accrued but unpaid lease obligations as well as the related accrued interest with respect to the remaining three Related-Party Leases are shown below:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Principal portion of rent in arrears

 

$

5,273

 

 

$

5,273

 

Accrued interest on accrued but unpaid lease obligations

 

$

2,448

 

 

$

2,326

 

 

The accrued but unpaid lease obligations owed for rent in arrears on the three remaining Related-Party Leases was included in current portion of operating lease obligations on the condensed consolidated balance sheets, as of March 31, 2024 and December 31, 2023. The accrued interest on the accrued but unpaid lease obligations was included in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.

15


The components of lease cost were as follows:

 

 

 

Classification

 

Three Months Ended March 31,

 

 

 

 

 

2024

 

 

2023

 

Finance lease

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

COGS and SG&A

 

$

288

 

 

$

 

Interest on lease liabilities

 

Interest Expense

 

 

57

 

 

 

 

Total finance lease cost

 

 

 

 

345

 

 

 

 

Operating lease cost

 

COGS, R&D, SG&A

 

 

2,203

 

 

 

2,291

 

Short-term lease cost

 

COGS, R&D, SG&A

 

 

661

 

 

 

758

 

Variable lease cost

 

COGS, R&D, SG&A

 

 

1,126

 

 

 

1,794

 

Total lease cost

 

 

 

$

4,335

 

 

$

4,843

 

 

Supplemental balance sheet information related to finance leases was as follows:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Property and equipment, gross

 

$

3,454

 

 

$

3,454

 

Accumulated depreciation

 

 

(767

)

 

 

(479

)

Property and equipment, net

 

$

2,687

 

 

$

2,975

 

 

Supplemental cash flow information related to leases was as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

2,715

 

 

$

2,468

 

Operating cash flows for finance leases

 

$

57

 

 

$

 

Financing cash flows for finance leases

 

$

262

 

 

$

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Weighted-average remaining lease term

 

 

 

 

 

 

Finance leases

 

 

2.33

 

 

 

2.58

 

Operating leases

 

 

6.31

 

 

 

6.49

 

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Weighted-average discount rate

 

 

 

 

 

 

Finance leases

 

 

7.91

%

 

 

7.91

%

Operating leases

 

 

4.75

%

 

 

4.71

%

 

16


As of March 31, 2024, maturities of lease liabilities were as follows:

 

 

 

Operating leases

 

 

Finance leases

 

2024 (remaining nine months)

 

$

7,580

 

 

$

959

 

2025

 

 

8,819

 

 

 

1,278

 

2026

 

 

7,657

 

 

 

737

 

2027

 

 

8,119

 

 

 

 

2028

 

 

3,580

 

 

 

 

Thereafter

 

 

15,108

 

 

 

 

Total lease payments

 

 

50,863

 

 

 

2,974

 

Less: interest

 

 

(7,483

)

 

 

(267

)

Total lease liabilities

 

$

43,380

 

 

$

2,707

 

 

14. Commitments and Contingencies

License and Manufacturing Agreement

In November 2023, the Company entered into a trademark license and manufacturing agreement with Vivex Biologics, Inc. (“Vivex”) to sell its CYGNUS Dual (“Dual”) and CYGNUS Matrix (“Matrix") products, with the option to license the VIA Matrix (“VIA”) products.

The Company paid an upfront licensing fee to Vivex to sell Dual and Matrix, and also agreed to pay a fixed milestone payment for Dual in the event that its average sales price (“ASP”) is published by certain government agencies for a specified period of time. In addition, the Company is required to pay a low double digit royalty and a high single-digit royalty on the Net Sales of Dual and Matrix, respectively, during the royalty term, as defined in the agreement with Vivex. The royalty term is commensurate with the initial term of the contract and will continue for each subsequent renewal period. The initial term of the agreement expires on December 31, 2026 and can be renewed for up to five additional one-year terms.

The Company recorded $5,000 in prepaid and other current assets and other assets for the payment of the upfront licensing fee, which is recognized as expense on a straight-line basis over the estimated life of the arrangement, which the Company determined to be three years, commensurate with the initial term of the contract. In December 2023, the Company recorded $2,500 in prepaid and other current assets, other assets, and accrued expenses and other current liabilities for the milestone payment, as the Company determined it is probable of owing such payment to Vivex. In March 2024, the Company exercised the option to license VIA, and as such, as of March 31, 2024, the option payment of $2,500 is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

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.

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 total royalty expense of $4,947 and $1,440 during the three months ended March 31, 2024 and 2023, respectively, within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

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.

15. Related Party Transactions

Lease obligations to affiliates, including accrued but unpaid lease obligations, purchase of an asset under a finance lease with an affiliate, and renewal of leases with affiliates are further described in Note 13, Leases.

16. Taxes

17


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. As net operating loss carryovers become limited or are fully utilized, the Company will accrue current federal and state income tax expense. The Company’s wholly owned Swiss subsidiary, Organogenesis GmbH, is subject to taxation in Switzerland and has a transfer pricing arrangement in place with Organogenesis Inc., its U.S. parent.

The income tax rate for the three months ended March 31, 2024 was 51.1%, an increase from the U.S. statutory rate of 21% primarily due to the tax adjustments related to executive compensation, and other nondeductible expenses. The income tax benefit for the three months ended March 31, 2024 and 2023 was $2,243 and $1,658, respectively.

18


Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis should be read in conjunction with our financial statements and accompanying notes included in this Form 10-Q and the financial statements and accompanying notes thereto and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC, on February 29, 2024. Please refer to our cautionary note regarding forward-looking statements on page 3 of this Form 10-Q, which is incorporated herein by this reference.

Overview

We are a leading regenerative medicine company focused on the development, manufacture, and commercialization of solutions for the Advanced Wound Care and Surgical & Sports Medicine markets. Our products have been shown through clinical and scientific studies to support and in some cases accelerate tissue healing and improve patient outcomes. We are advancing the standard of care in each phase of the healing process through multiple breakthroughs in tissue engineering and cell therapy. Our solutions address large and growing markets driven by aging demographics and increases in comorbidities such as diabetes, obesity, and cardiovascular and peripheral vascular disease. We offer our differentiated products and in-house customer support to a wide range of health care customers including hospitals, wound care centers, government facilities, ambulatory surgery centers (ASCs) and physician offices. Our mission is to provide integrated healing solutions that substantially improve medical outcomes and the lives of patients while lowering the overall cost of care.

We offer a comprehensive portfolio of products in the markets we serve that address patient needs across the continuum of care. We have and intend to continue to generate data from clinical trials, real-world outcomes and health economics research that validate the clinical efficacy and value proposition offered by our products. Several of our existing and pipeline products in our portfolio have PMA approval, or 510(k) clearance from the FDA. Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, we believe that our data and regulatory approvals provide us with a strong competitive advantage. Our product development expertise and multiple technology platforms provide a robust product pipeline, which we believe will drive future growth.

In the Advanced Wound Care market, we focus on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds in various treatment settings. We have a comprehensive portfolio of regenerative medicine products, capable of supporting patients from early in the wound healing process through wound closure regardless of wound type. Our Advanced Wound Care products include Apligraf for the treatment of venous leg ulcers (VLUs) and diabetic foot ulcers (DFUs); Dermagraft for the treatment of DFUs (manufacturing and distribution currently suspended pending transition to a new manufacturing facility or engagement of a third-party manufacturer); PuraPly AM and PuraPly XT as antimicrobial barriers and native, cross-linked ECM scaffolds for a broad variety of wound types; and Affinity, Novachor, NuShield, and CYGNUS placental allografts to address a variety of wound sizes and types as a protective barrier and ECM scaffold. We have a highly trained and specialized direct wound care sales force paired with comprehensive customer support services.

In the Surgical & Sports Medicine market, we are leveraging our broad regenerative medicine capabilities to address chronic and acute surgical wounds and tendon and ligament injuries. Our Sports Medicine products include NuShield for surgical applications in targeted soft tissue repairs; and Affinity, Novachor, PuraPly AM, PuraPly MZ, and PuraPly SX for management of open wounds in the surgical setting. We currently sell these products through independent agencies and our direct sales force.

In May 2024, we announced that our Phase 3 randomized control trial evaluating the safety and efficacy of ReNu, a cryopreserved amniotic suspension allograft (ASA) for the management of symptoms associated with knee osteoarthritis (OA), achieved its primary endpoint upon the analysis of positive top line data. ReNu demonstrated a statistically significant reduction in knee OA pain at six months post-treatment compared with the control group. A complete analysis of the data from the Phase 3 clinical trial is expected later in May 2024.

Dermagraft

As previously disclosed, manufacturing of Dermagraft was suspended in the fourth quarter of 2021 and sales of Dermagraft were suspended in the second quarter of 2022. We currently plan to transition our Dermagraft manufacturing to a new manufacturing facility or engage a third-party manufacturer, which we expect will result in substantial long-term cost savings. In the period when Dermagraft is not available, we expect that customers will be willing to substitute Apligraf for Dermagraft and that the suspension of Dermagraft sales will not have a material impact on our net revenue. However, if we do not realize the expected substantial long-term cost savings or if customers are unwilling to substitute Apligraf for Dermagraft during the period in which Dermagraft is unavailable, it could have an adverse effect on our net revenue and results of operations.

19


Local Coverage Determinations

In August 2023, three Medicare Administrative Contractors (MACs) issued local coverage determinations (LCDs) eliminating coverage for DFUs and VLUs for over 130 products, including five of our commercially marketed products. The LCDs were scheduled to take effect on September 17, 2023, and subsequently delayed to October 1, 2023. Given the potential adverse impact these LCDs could have on patients and on our business, we worked with our advisors to convince the MACs to withdraw the LCDs and incurred legal expenses and compensation expenses related to retention for impacted sales employees. On September 28, 2023, the three MACs withdrew the LCDs. Notwithstanding the ultimate withdrawal of the LCDs, we believe that some of our customers elected to purchase covered products from our competitors, reducing our revenue for the third and fourth quarters of the year ended December 31, 2023.

Similarly, on April 25, 2024, seven MACs published proposed LCDs for skin substitute grafts/cellular and tissue-based products (CTPs) for the treatment of DFUs and VLUs in the Medicare population, that classify five of our commercially marketed product lines as “non-covered.” We are engaging with the MACs to provide clinical evidence for these non-covered products demonstrating their efficacy for the treatment of DFUs and VLUs, however there is no guarantee that the MACs will agree to cover these products in the final LCDs.

License And Manufacturing Agreement

In November 2023, we entered into a trademark license and manufacturing agreement with Vivex Biologics, Inc. (Vivex) to sell its CYGNUS Dual (Dual) and CYGNUS Matrix (Matrix) products, with the option to license its VIA Matrix (VIA) products. We paid an upfront licensing fee to Vivex to sell Dual and Matrix, and also agreed to pay a fixed milestone payment for Dual in the event that its average selling price (ASP) is published by certain government agencies for a specified period of time, for which we previously accrued because we determined that payment would be probable in December 2024. In March 2024, we exercised the option to license VIA.

In addition, the Company is required to pay a low double-digit royalty and a high single-digit royalty on the Net Sales of Dual and Matrix, respectively, during the royalty term, as defined in the agreement with Vivex. The royalty term is commensurate with the initial term of the contract and will continue for each subsequent renewal period. The initial term of the agreement expires on December 31, 2026 and can be renewed for up to five additional one-year terms.

We paid $5.0 million in upfront licensing fees and accrued $2.5 million for the milestone payment in the fourth quarter of 2023, and paid an additional $2.5 million licensing fee for the VIA option in April 2024.

Components of Our Condensed Consolidated Results of Operations

In assessing the performance of our business, we consider a variety of performance and financial measures. We believe the items discussed below provide insight into the factors that affect these key measures.

Revenue

We derive our net revenue from our portfolio of Advanced Wound Care and Surgical & Sports Medicine products. We primarily sell our Advanced Wound Care products through direct sales representatives who manage and maintain the sales relationships with hospitals, wound care centers, government facilities, ASCs and physician offices. We primarily sell our Surgical & Sports Medicine products through third party agencies. As of March 31, 2024, we had approximately 250 direct sales representatives and approximately 157 independent agencies.

We recognize revenue from sales of our Advanced Wound Care and Surgical & Sports Medicine products when the customer obtains control of our product, which occurs at a point in time and may be upon procedure date, shipment, or delivery, based on the contractual terms of a contract. We record revenue net of a reserve for returns, discounts and Group Purchasing Organization (GPO) rebates, which represent a direct reduction to the revenue we recognize.

Several factors affect our reported revenue in any period, including product, payer and geographic sales mix, operational effectiveness, pricing realization, marketing and promotional efforts, the timing of orders and shipments, regulatory actions including healthcare reimbursement scenarios, competition and business acquisitions.

Cost of goods sold and gross profit

Cost of goods sold includes personnel costs, product testing costs, quality assurance costs, raw materials and product costs, manufacturing costs, and the costs associated with our manufacturing and warehouse facilities. The changes in our cost of goods sold correspond with the changes in sales units and are also affected by product mix.

20


Gross profit is calculated as net revenue less cost of goods sold and generally increases as revenue increases. Our gross profit is affected by product and geographic sales mix, realized pricing of our products, the efficiency of our manufacturing operations, and the costs of materials used and fees charged by third-party manufacturers to produce our products. Regulatory actions, including healthcare reimbursement scenarios, which may require costly expenditures or result in pricing pressures, may decrease our gross profit.

Selling, general and administrative expenses

Selling, general and administrative expenses generally include personnel costs for sales, marketing, sales support, customer support, and general and administrative personnel, sales commissions, incentive compensation, insurance, professional fees, depreciation, amortization, bad debt expense, royalties, information systems costs, gain or loss on disposal of long-lived assets, and costs associated with our administrative facilities. We generally expect our selling, general and administrative expenses to continue to increase due to increased investments in market development and the geographic expansion of our sales forces as we drive for continued revenue growth.

Research and development expenses

Research and development expenses include expenses for clinical trials, personnel costs for our research and development personnel, expenses related to improvements in our manufacturing processes, enhancements to our currently available products, and additional investments in our product and platform development pipeline. We expense research and development costs as incurred. We generally expect that research and development expenses will increase as we continue to conduct clinical trials on new and existing products, move products through the regulatory pathway (e.g., seek biologics license application approval), add personnel to support product enhancements as well as to bring new products to market, and enhance our manufacturing process and procedures.

Other expense, net

Other expense, net consists primarily of interest expense, which is interest on our outstanding indebtedness, including amortization of debt discount and debt issuance costs, net of interest income recognized.

Income taxes

We account for income taxes using an asset and liability approach. Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Valuation allowances are provided when necessary to reduce net deferred tax assets to an amount that is more likely than not to be realized.

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. We maintain the position that our net U.S. deferred tax assets did not require a valuation allowance as of March 31, 2024 and December 31, 2023.

We account for uncertainty in income taxes recognized in the condensed consolidated financial statements by applying a two-step process to determine the amount of tax benefit to be recognized. First, the tax position must be evaluated to determine the likelihood that it will be sustained upon external examination by the taxing authorities. If the tax position is deemed more-likely-than-not to be sustained, the tax position is then assessed to determine the amount of benefit to recognize in the condensed consolidated financial statements. The amount of the benefit that may be recognized is the largest amount that has a greater than 50% likelihood of being realized upon ultimate settlement. The provision for income taxes includes the effects of any resulting tax reserves, or unrecognized tax benefits, that are considered appropriate as well as the related net interest and penalties.

 

21


Results of Operations

The following table sets forth, for the periods indicated, our results of operations:

 

 

`

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

 

 

(Unaudited, in thousands)

 

Net revenue

 

$

109,976

 

 

$

107,642

 

Cost of goods sold

 

 

28,696

 

 

 

26,607

 

Gross profit

 

 

81,280

 

 

 

81,035

 

Operating expenses:

 

 

 

 

 

 

Selling, general and administrative

 

 

72,322

 

 

 

73,834

 

Research and development

 

 

12,810

 

 

 

11,202

 

Total operating expenses

 

 

85,132

 

 

 

85,036

 

Loss from operations

 

 

(3,852

)

 

 

(4,001

)

Other expense, net:

 

 

 

 

 

 

Interest expense

 

 

(514

)

 

 

(649

)

Other income, net

 

 

23

 

 

 

23

 

Total other expense, net

 

 

(491

)

 

 

(626

)

Net loss before income taxes

 

 

(4,343

)

 

 

(4,627

)

Income tax benefit

 

 

2,243

 

 

 

1,658

 

Net loss

 

$

(2,100

)

 

$

(2,969

)

EBITDA and Adjusted EBITDA

Our management uses financial measures that are not in accordance with generally accepted accounting principles in the United States (non-GAAP), in addition to financial measures in accordance with generally accepted accounting principles in the United States (GAAP) to evaluate our operating results. These non-GAAP financial measures should be considered supplemental to, and not a substitute for, our reported financial results prepared in accordance with GAAP. Our management uses Adjusted EBITDA to evaluate our operating performance and trends and make planning decisions. Our management believes Adjusted EBITDA helps identify underlying trends in our business that could otherwise be masked by the effect of the items that we exclude. Accordingly, we believe that Adjusted EBITDA provides useful information to investors and others in understanding and evaluating our operating results, enhancing the overall understanding of our past performance and future prospects, and allowing for greater transparency with respect to key financial metrics used by our management in its financial and operational decision-making.

The following is a reconciliation of GAAP net loss to non-GAAP EBITDA and non-GAAP Adjusted EBITDA for each of the periods presented:

 

`

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

 

 

(Unaudited, in thousands)

 

Net loss

 

$

(2,100

)

 

$

(2,969

)

Interest expense, net

 

 

514

 

 

 

649

 

Income tax benefit

 

 

(2,243

)

 

 

(1,658

)

Depreciation

 

 

3,072

 

 

 

2,694

 

Amortization

 

 

901

 

 

 

1,230

 

EBITDA

 

 

144

 

 

 

(54

)

Stock-based compensation expense

 

 

2,407

 

 

 

1,914

 

Restructuring charge (1)

 

 

 

 

 

1,908

 

Adjusted EBITDA

 

$

2,551

 

 

$

3,768

 

22


(1)
Amounts reflect employee severance, retention and benefits as well as other exit costs associated with the Company’s restructuring activities. See Note 9, Restructuring, to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Comparison of Three Months Ended March 31, 2024 and 2023

Revenue

 

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2024

 

 

2023

 

 

$

 

 

%

 

 

 

(in thousands, except for percentages)

 

Advanced Wound Care

 

$

103,864

 

 

$

100,917

 

 

$

2,947

 

 

 

3

%

Surgical & Sports Medicine

 

 

6,112

 

 

 

6,725

 

 

 

(613

)

 

 

(9

%)

Net revenue

 

$

109,976

 

 

$

107,642

 

 

$

2,334

 

 

 

2

%

Net revenue from our Advanced Wound Care products increased by $2.9 million, or 3%, to $103.9 million in the three months ended March 31, 2024, from $100.9 million in the three months ended March 31, 2023. The increase in Advanced Wound Care net revenue was primarily attributable to an increase in product sales of certain of our products to our existing and new customers.

Net revenue from our Surgical & Sports Medicine products decreased by $0.6 million, or 9% to $6.1 million in the three months ended March 31, 2024 from $6.7 million in the three months ended March 31, 2023. The decrease in Surgical & Sports Medicine net revenue was primarily due to a decrease in certain customer buying patterns.

Cost of goods sold and gross profit

 

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2024

 

 

2023

 

 

$

 

 

%

 

 

 

(in thousands, except for percentages)

 

Cost of goods sold

 

$

28,696

 

 

$

26,607

 

 

$

2,089

 

 

 

8

%

Gross profit

 

$

81,280

 

 

$

81,035

 

 

$

245

 

 

 

0

%

Cost of goods sold increased by $2.1 million, or 8%, to $28.7 million in the three months ended March 31, 2024, from $26.6 million in the three months ended March 31, 2023. The increase in cost of goods sold in the three months ended March 31, 2024 was primarily due to an increase in sales volume as well as a shift in product mix.

Gross profit increased by $0.2 million to $81.3 million in the three months ended March 31, 2024 from $81.0 million in the three months ended March 31, 2023. Gross profit remained consistent from the three months ended March 31, 2023 to the three months ended March 31, 2024, but decreased as a percentage of revenue, due to a shift in product mix.

Research and Development Expenses

 

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2024

 

 

2023

 

 

$

 

 

%

 

 

(in thousands, except for percentages)

 

Research and development

 

$

12,810

 

 

$

11,202

 

 

$

1,608

 

 

 

14

%

Research and development expenses increased by $1.6 million, or 14%, to $12.8 million in the three months ended March 31, 2024 from $11.2 million in the three months ended March 31, 2023. The increase in research and development expenses was primarily due to expenses associated with clinical research and trials, primarily related to ReNu, and support of Biologics License Application (BLA) efforts.

23


Selling, General and Administrative Expenses

 

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2024

 

 

2023

 

 

$

 

 

%

 

 

 

(in thousands, except for percentages)

 

Selling, general and administrative

 

$

72,322

 

 

$

73,834

 

 

$

(1,512

)

 

 

(2

%)

Selling, general and administrative expenses decreased by $1.5 million, or 2%, to $72.3 million in the three months ended March 31, 2024 from $73.8 million in the three months ended March 31, 2023. The decrease in selling, general and administrative expenses was primarily due to a $5.2 million reduction in headcount-related expenses, including $1.9 million in severance expense incurred in the three months ended March 31, 2023 and not repeated in the three months ended March 31, 2024; partially offset by $3.5 million in royalty expense.

Other Expense, net

Other expense, net, decreased by $0.1 million, or 17%, to $0.5 million in the three months ended March 31, 2024 from $0.6 million in the three months ended March 31, 2023. Other expense, net is comprised primarily of interest expense, and the decrease is due to the decreased debt balance under the 2021 Credit Agreement.

Income Tax Benefit

 

 

 

Three Months Ended March 31,

 

 

Change

 

 

 

2024

 

 

2023

 

 

$

 

 

%

 

 

 

(in thousands, except for percentages)

 

Income tax benefit

 

$

2,243

 

 

$

1,658

 

 

$

585

 

 

 

35

%

Income tax benefit increased by $0.6 million, or 35%, to $2.2 million in the three months ended March 31, 2024 from $1.7 million in the three months ended March 31, 2023. The change in the income tax benefit is primarily attributable to a higher estimated effective tax rate for the twelve months ended December 31, 2024 resulting from a reduction in expected pre-tax income in 2024 compared to 2023.

Liquidity and Capital Resources

As of March 31, 2024, we had working capital of $144.4 million, which included $88.6 million in cash and cash equivalents. We also have $125.0 million available for future revolving borrowings under our Revolving Facility (see Note 10, Long-Term Debt Obligations to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q). We expect that our cash on hand and other components of working capital as of March 31, 2024, availability under the 2021 Credit Agreement, plus net cash flows from product sales, will be sufficient to fund our operating expenses, capital expenditure requirements and debt service payments for at least 12 months beyond the filing date of this quarterly report.

Our primary uses of cash are working capital requirements, capital expenditure and debt service payments. Additionally, from time to time, we may use capital for acquisitions and other investing and financing activities. Working capital is used principally for our personnel as well as manufacturing costs related to the production of our products. Our working capital requirements vary from period to period depending on manufacturing volumes, the timing of shipments and the payment cycles of our customers and payers. Our capital expenditures consist primarily of building improvements, manufacturing equipment, and computer hardware and software.

To the extent additional funds are necessary to meet our long-term liquidity needs as we continue to execute on our business strategy, we anticipate that they will be obtained through additional equity or debt financings, other strategic transactions or a combination of these potential sources of funds. There can be no assurance that we will be able to obtain additional funds on terms acceptable to us, on a timely basis, or at all.

24


Cash Flows

The following table summarizes our cash flows for each of the periods presented:

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

 

 

(in thousands)

 

Net cash used in operating activities

 

$

(10,162

)

 

$

(5,077

)

Net cash used in investing activities

 

 

(2,222

)

 

 

(7,562

)

Net cash used in financing activities

 

 

(2,608

)

 

 

(1,236

)

Net change in cash, cash equivalents, and restricted cash

 

$

(14,992

)

 

$

(13,875

)

 

Operating Activities

During the three months ended March 31, 2024, net cash used in operating activities was $10.2 million, resulting from our net loss of $2.1 million and non-cash charges of $12.6 million, partially offset by net cash used in connection with changes in our operating assets and liabilities of $20.7 million. Net cash used in changes in our operating assets and liabilities included an increase in inventory of $4.7 million, an increase in prepaid expenses and other current assets of $4.3 million, an increase in accounts receivable of $15.1 million, a decrease in operating lease liabilities of $2.2 million, and a decrease in accounts payable of $4.4 million, partially offset by an increase in accrued expenses and other liabilities of $12.3 million.

During the three months ended March 31, 2023, net cash used in operating activities was $5.1 million, resulting from our net loss of $3.0 million and net cash used in connection with changes in our operating assets and liabilities of $11.8 million, partially offset by non-cash charges of $9.7 million. Net cash used in changes in our operating assets and liabilities included an increase in accounts receivable of $3.4 million, an increase in inventory of $2.2 million, an increase in prepaid expenses and other current assets of $4.8 million, a decrease in operating leases liabilities of $2.1 million, and a decrease in accounts payable of $1.4 million, partially offset by an increase in accrued expenses and other liabilities of $2.1 million.

 

Investing Activities

During the three months ended March 31, 2024, we used $2.2 million of cash in investing activities consisting exclusively of capital expenditures.

During the three months ended March 31, 2023, we used $7.6 million of cash in investing activities consisting exclusively of capital expenditures.

 

Financing Activities

During the three months ended March 31, 2024, net cash used in financing activities was $2.6 million. This consisted of the payment of term loan of $1.4 million, principal payments on finance lease obligations of $0.2 million, and net cash payments associated with our stock awards activities of $1.1 million.

During the three months ended March 31, 2023, net cash used in financing activities was $1.2 million. This consisted of the payment of term loan and the stock awards activities.

Indebtedness

2021 Credit Agreement

In August 2021, we and our subsidiaries entered into a credit agreement with SVB and several other lenders, which we refer to as the 2021 Credit Agreement. The 2021 Credit Agreement, as amended, provides for a term loan facility not to exceed $75.0 million (the Term Loan Facility) and a revolving credit facility not to exceed $125.0 million (the Revolving Facility).

Advances made under the 2021 Credit Agreement may be either SOFR Loans or ABR Loans, at our option. For SOFR Loans, the interest rate is a per annum interest rate equal to the Adjusted Term SOFR 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 Adjusted Term SOFR rate plus 1.0%, plus (2) an Applicable Margin between 1.00% to 2.25% based on the Total Net Leverage Ratio. On March 31, 2024, the applicable interest rate for outstanding borrowings is 7.64%.

25


The 2021 Credit Agreement requires us to make consecutive quarterly installment payments equal to the following: (a) from September 30, 2021 through and including June 30, 2022, $0.5 million; (b) from September 30, 2022 through and including June 30, 2023, $0.9 million; (c) from September 30, 2023 through and including June 30, 2025, $1.4 million and (d) from September 30, 2025 and the last day of each quarter thereafter until August 6, 2026 (the Term Loan Maturity Date), $1.9 million. The remaining principal balance of $50.6 million is also due on the Term Loan Maturity Date. We may prepay the Term Loan Facility. Once repaid, amounts borrowed under the Term Loan Facility may not be re-borrowed.

We 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 our non-use of available funds (the Commitment Fee). The Commitment Fee rate is between 0.25% to 0.45% based on the Total Net Leverage Ratio. We may elect to reduce or terminate the Revolving Facility in its entirety at any time by repaying all outstanding principal and unpaid accrued interest.

Under the 2021 Credit Agreement, we are required to comply with certain financial covenants including the Consolidated Fixed Charge Coverage Ratio and Consolidated Total Net Leverage Ratio, tested quarterly. In addition, we are 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.

As of March 31, 2024, we were in compliance with the covenants under the 2021 Credit Agreement. We had outstanding borrowings of $65.2 million under our Term Loan Facility and no borrowings outstanding under our Revolving Facility with $125.0 million available for future revolving borrowings, respectively.

Critical Accounting Policies and Significant Judgments and Estimates

Our unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. The preparation of unaudited condensed consolidated financial statements requires us to make estimates, assumptions and judgments that affect the reported amounts of assets, liabilities, and the disclosure at the date of the unaudited condensed consolidated financial statements, as well as revenue and expenses recorded during the reporting periods. Management bases its estimates, assumptions and judgments on historical experience and on various other factors that it believes to be reasonable under the circumstances. Different assumptions and judgments would change the estimates used in the preparation of our unaudited condensed consolidated financial statements, which, in turn, could materially change our results from those reported. Management evaluates its estimates, assumptions and judgments on an ongoing basis. Historically, our critical accounting estimates have not differed materially from actual results. However, if our assumptions change, we may need to revise our estimates, or take other corrective actions, either of which may also have a material adverse effect on our condensed consolidated statements of operations and comprehensive loss, liquidity and financial condition. See also our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, for information about these accounting policies as well as a description of our other significant accounting policies.

Off-Balance Sheet Arrangements

We did not have, during the periods presented, and we do not currently have, any off-balance sheet arrangements, as defined in the rules and regulations of the SEC.

Recently Issued Accounting Pronouncements

We have reviewed all recently issued standards as disclosed in Note 2, Summary of Significant Accounting Policies to our condensed consolidated financial statements included in this Quarterly Report on Form 10-Q.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

During the three months ended March 31, 2024, there were no material changes to our market risk disclosures as set forth in Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

26


Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures as of March 31, 2024. The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the Exchange Act), means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the rules and forms promulgated by the SEC. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

Based on that evaluation, our management, including our principal executive officer and principal financial officer, concluded that, as of March 31, 2024, our disclosure controls and procedures were ineffective because, as disclosed in the Company’s Annual Report for the fiscal year ended December 31, 2023, we did not design and maintain effective controls over information technology general controls and proper segregation of duties to support the proper initiation and recording of transactions and the resulting impact on business process controls and applications that rely on such data.

Management assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria established in the SEC guidance on conducting such assessments as of the end of the period covered by this report. Management conducted the assessment based on certain criteria established in Internal Control— Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission in 2013 (COSO framework). Although it has made progress in remediating the remaining material weakness, as a result of its assessment, management concluded that as of March 31, 2024, our internal control over financial reporting was ineffective based on the criteria of the COSO framework, and the continued existence of the material weakness described above.

Plans for Remediation of Material Weakness

Management has taken actions to remediate the deficiencies in its internal controls over financial reporting and implemented additional processes and controls designed to address the underlying causes associated with the above-mentioned material weakness. Management is committed to finalizing the remediation of the material weakness. Management’s internal control remediation efforts include the following:

We finalized the plan to implement a new company-wide enterprise resource planning, (ERP) system to provide additional systematic controls and segregation of duties for our accounting processes, and anticipate the ERP system implementation to be completed throughout 2024 and 2025. We have implemented controls to mitigate existing risks where proper segregation within our existing ERP may not be feasible.
An outside firm will continue to assist management with performing control operating effectiveness testing throughout the year.
We regularly reported the results of control testing to the key stakeholders across our organization, including our audit committee, on testing progress and defined corrective actions, and we monitored and reported on the results of control remediation. We have strengthened our internal policies, processes, and reviews through these actions.
We have continued working on documenting and remediating weaknesses and structuring the Company’s processes to meet Sarbanes-Oxley (SOX) 404(b) requirements.

As management continues to evaluate and work to improve our internal control over financial reporting, management may determine it is necessary to take additional measures to address the material weakness. However, we believe the above actions will be effective in remediating the remaining material weakness and we will continue to devote significant time and attention to these remediation efforts. Until the controls have been operating for a sufficient period of time and management has concluded, through testing, that these controls are executed consistently and operating effectively, the material weakness described above will continue to exist.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2024 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting other than those described above related to remediation efforts of the remaining material weakness. As the implementation of the new ERP system continues and our remediation efforts continue, we will change our processes and procedures, which in turn, could result in

27


changes to our internal control over financial reporting. As such changes occur, we will evaluate quarterly whether such changes materially affect our internal control over financial reporting.

PART II – OTHER INFORMATION

On December 10, 2021, a class action complaint captioned Somogyi v. Organogenesis Holdings Inc., et al. was filed on behalf of a putative class of all purchasers of our securities against us and our Chief Executive Officer and Chief Financial Officer in the United States District Court for the Eastern District of New York (the Court). The Court appointed Donald Martin as lead plaintiff. Mr. Martin filed an amended complaint on October 24, 2022 that brought claims on behalf of a purported class of all purchasers of our securities from August 10, 2020 through August 9, 2022 and alleged violations of federal securities law in connection with alleged false and misleading statements with respect to, among other matters, revenue, sales growth and ability to compete in connection with our Affinity and PuraPly XT products. The amended complaint alleged violations of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, and sought unquantified damages as well as attorneys’ fees, expert fees and other costs. On March 13, 2023, we filed our motion to dismiss the litigation for failure to state a claim upon which relief can be granted, and briefing was completed on May 30, 2023. On March 29, 2024, the Court granted, with prejudice, the Company’s motion to dismiss all claims asserted and the plaintiffs did not appeal the Court’s determination.

We are not a party to any other material legal proceedings. From time to time, we may become involved in litigation or other legal proceedings relating to claims arising from the ordinary course of business. These matters may include intellectual property, employment and other general claims. With respect to our outstanding legal matters, based on our current knowledge, we believe that the amount or range of reasonably possible loss will not, either individually or in the aggregate, have a material adverse effect on our business, consolidated financial position, results of operations, or cash flows. However, the outcome of such legal matters is inherently unpredictable and subject to significant uncertainties.

Item 1A. Risk Factors

Investing in our Class A common stock involves a high degree of risk. Our Annual Report on Form 10-K for the year ended December 31, 2023, includes a detailed discussion of our risk factors under the heading “Part I, Item 1A—Risk Factors.” Except as set forth below, there have been no material changes from such risk factors during the quarter ended March 31, 2024. You should consider carefully the risk factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2023, and all other information contained in or incorporated by reference in this Quarterly Report on Form 10-Q before making an investment decision. If any of the risks discussed in the Annual Report on Form 10-K for the year ended December 31, 2023, or herein actually occur, they may materially harm our business, financial condition, operating results, cash flows or growth prospects. As a result, the market price of our Class A common stock could decline, and you could lose all or part of your investment. Additional risks and uncertainties that are not yet identified or that we think are immaterial may also materially harm our business, financial condition, operating results, cash flows or growth prospects and could result in a complete loss of your investment.

Seven MACs recently published new proposed LCDs, for skin substitute grafts/CTPs for the treatment of DFUs and VLUs in the Medicare population that list certain of our products as non-covered. If the final LCDs include this non-coverage determination, it could, at least in the near term, have a material adverse effect on utilization of these products, our business and our revenue.

On April 25, 2024, seven MACs (CGS, WPS, NGS, Palmetto, Novitas, First Coast Services, and Noridian) published new proposed LCDs for skin substitute grafts/CTPs for the treatment of DFUs and VLUs in the Medicare population. While our Affinity, Apligraf and Dermagraft products remain covered, the LCDs classify our PuraPly, Novachor, TransCyte, NuShield and CYGNUS products as “non-covered.” If the final LCDs do not include coverage for these products, it would present a significant amount of uncertainty, at least in the near term, regarding future revenue for these products. Although we are engaging with the MACs to provide clinical evidence for these non-covered products demonstrating their efficacy for the treatment of DFUs and VLUs, there is no guarantee that the MACs will agree to cover these products in the final LCDs. If these products are not covered in the final LCDs, it could, at least in the near term, materially and adversely impact utilization of these products, our business and our revenue.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities

None.

28


Item 4. Mine Safety Disclosures

Not Applicable.

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer of the Company other than Antonio S. Montecalvo, the Company’s Vice President, Health Policy, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K. On March 16, 2024, Mr. Montecalvo adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 32,733 shares of the Company’s Class A common stock and up to 250,000 shares of the Company’s Class A common stock issuable upon exercise of vested options between June 14, 2024 and March 14, 2025, subject to certain conditions.

29


Item 6. Exhibits

 

Exhibit

number

 

Description

 

 

 

3.1

 

Certificate of Incorporation of Organogenesis Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-3/A (File No. 333-233621) filed with the SEC on September 16, 2019)

 

 

 

3.2

 

Certificate of Amendment of Certificate of Incorporation of Organogenesis Holdings Inc. (incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K (File No. 001-37906) filed with the SEC on June 27, 2022)

 

 

 

3.3

 

Bylaws of Organogenesis Holdings Inc. (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-3/A (File No. 333-233621) filed with the SEC on September 16, 2019)

 

 

 

31.1†

 

Certification of Principal Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

31.2†

 

Certification of Principal Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

 

 

 

32.1†

 

Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101.INS†

 

Inline XBRL Instance Document XBRL

 

 

 

101.SCH†

 

Inline XBRL Taxonomy Extension Schema Document

 

 

 

101.CAL†

 

Inline XBRL Taxonomy Extension Calculation Linkbase Document

 

 

 

101.DEF†

 

Inline XBRL Taxonomy Extension Definition Linkbase Document

 

 

 

101.LAB†

 

Inline XBRL Taxonomy Extension Label Linkbase Document

 

 

 

101.PRE†

 

Inline XBRL Taxonomy Extension Presentation Linkbase Document

 

 

 

104†

 

Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

† Filed herewith

 

 

30


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

Dated: May 9, 2024

 

Organogenesis Holdings Inc.

 

 

 

 

 

(Registrant)

 

 

 

 

 

 

 

 

/s/ David Francisco

 

 

 

 

 

David Francisco

 

 

Chief Financial Officer

 

 

 

 

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

 

 

31


Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Gary S. Gillheeney, Sr., certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Organogenesis Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024

By:

/s/ Gary S. Gillheeney, Sr.

Gary S. Gillheeney, Sr.

Chief Executive Officer

(Principal Executive Officer)

 


 

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a) AS

ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, David Francisco, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of Organogenesis Holdings Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2024

By:

/s/ David Francisco

David Francisco

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 


Exhibit 32.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER AND PRINCIPAL FINANCIAL OFFICER PURSUANT TO

18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

Each of the undersigned officers of Organogenesis Holdings Inc. (the “Company”) certifies, to his knowledge and solely for the purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q of the Company for the quarter ended March 31, 2024, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and that information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: May 9, 2024

By:

/s/ Gary S. Gillheeney, Sr.

Gary S. Gillheeney, Sr.

Chief Executive Officer

(Principal Executive Officer)

 

 

 

 

Date: May 9, 2024

By:

/s/ David Francisco

David Francisco

Chief Financial Officer

(Principal Financial and Accounting Officer)

 

 

 

 

 


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Cover Page - shares
3 Months Ended
Mar. 31, 2024
Apr. 30, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Period End Date Mar. 31, 2024  
Document Fiscal Year Focus 2024  
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 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, $0.0001 par value  
Security Exchange Name NASDAQ  
Document Quarterly Report true  
Entity Common Stock, Shares Outstanding   132,572,465
Securities Act File Number 001-37906  
Entity Incorporation, State or Country Code DE  
Entity Address, Address Line One 85 Dan Road  
Entity Address, City or Town Canton  
Entity Address, Postal Zip Code 02021  
Entity Tax Identification Number 98-1329150  
City Area Code 781  
Local Phone Number 575-0775  
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 88,626 $ 103,840
Restricted cash 720 498
Accounts receivable, net 96,148 81,999
Inventories, net 27,694 28,253
Prepaid expenses and other current assets 13,979 10,454
Total current assets 227,167 225,044
Property and equipment, net 114,245 116,228
Intangible assets, net 14,970 15,871
Goodwill 28,772 28,772
Operating lease right-of-use assets, net 38,616 40,118
Deferred tax asset, net 28,002 28,002
Other assets 6,709 5,990
Total assets 458,481 460,025
Current liabilities:    
Current portion of term loan 5,489 5,486
Current portion of finance lease obligations 1,103 1,081
Current portion of operating lease obligations - related party 8,543 8,413
Current portion of operating lease obligations 4,675 4,731
Accounts payable 23,230 30,724
Accrued expenses and other current liabilities 39,759 30,074
Total current liabilities 82,799 80,509
Term loan, net of current portion 59,371 60,745
Finance lease obligations, net of current portion 1,604 1,888
Operating lease obligations, net of current portion - related party 11,052 11,954
Operating lease obligations, net of current portion 24,383 25,053
Other liabilities 1,242 1,213
Total liabilities 180,451 181,362
Commitments and contingencies (Note 14)
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; 133,267,888 and 132,044,944 shares issued; 132,539,340 and 131,316,396 shares outstanding at March 31, 2024 and December 31, 2023, respectively. 13 13
Additional paid-in capital 321,088 319,621
Accumulated deficit (43,071) (40,971)
Total stockholders' equity 278,030 278,663
Total liabilities and stockholders' equity $ 458,481 $ 460,025
v3.24.1.u1
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Mar. 31, 2024
Dec. 31, 2023
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 133,267,888 132,044,944
Common stock, shares outstanding 132,539,340 131,316,396
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Statement [Abstract]    
Net revenue $ 109,976 $ 107,642
Cost of goods sold 28,696 26,607
Gross profit 81,280 81,035
Operating expenses:    
Selling, general and administrative 72,322 73,834
Research and development 12,810 11,202
Total operating expenses 85,132 85,036
Loss from operations (3,852) (4,001)
Other expense, net:    
Interest expense, net (514) (649)
Other income, net 23 23
Total other expense, net (491) (626)
Net loss before income taxes (4,343) (4,627)
Income tax benefit 2,243 1,658
Net loss and comprehensive loss $ (2,100) $ (2,969)
Net loss, per share:    
Basic $ (0.02) $ (0.02)
Diluted $ (0.02) $ (0.02)
Weighted-average common shares outstanding    
Basic 131,861,772 131,083,841
Diluted 131,861,772 131,083,841
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($)
$ in Thousands
Total
Cumulative Effect of Adoption
Common Stock
Additional Paid-in Capital
Accumulated Deficit
Accumulated Deficit
Cumulative Effect of Adoption
Balance at Dec. 31, 2022 $ 265,669 $ (615) $ 13 $ 310,957 $ (45,301) $ (615)
Balance (in shares) at Dec. 31, 2022     130,919,129      
Accounting Standards Update [Extensible Enumeration] us-gaap:AccountingStandardsUpdate201613Member          
Vesting of RSUs, net of shares surrendered to pay taxes $ (298)     (298)    
Vesting of RSUs, net of shares surrendered to pay taxes (in shares)     307,258      
Stock-based compensation expense 1,914     1,914    
Net loss (2,969)       (2,969)  
Balance at Mar. 31, 2023 263,701   $ 13 312,573 (48,885)  
Balance (in shares) at Mar. 31, 2023     131,226,387      
Balance at Dec. 31, 2023 $ 278,663   $ 13 319,621 (40,971)  
Balance (in shares) at Dec. 31, 2023 131,316,396   131,316,396      
Exercise of stock options $ 180     180    
Exercise of stock options (in shares)     152,250      
Vesting of RSUs, net of shares surrendered to pay taxes (1,120)     (1,120)    
Vesting of RSUs, net of shares surrendered to pay taxes (in shares)     1,070,694      
Stock-based compensation expense 2,407     2,407    
Net loss (2,100)       (2,100)  
Balance at Mar. 31, 2024 $ 278,030   $ 13 $ 321,088 $ (43,071)  
Balance (in shares) at Mar. 31, 2024 132,539,340   132,539,340      
v3.24.1.u1
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Cash flows from operating activities:    
Net loss $ (2,100) $ (2,969)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation 3,072 2,694
Amortization of intangible assets 901 1,230
Reduction in the carrying value of right-of-use assets 2,203 1,939
Non-cash interest expense 105 107
Deferred interest expense 122 122
Provision recorded for credit losses 968 243
Loss on disposal of property and equipment 347 63
Adjustment for excess and obsolete inventories 2,515 1,407
Stock-based compensation 2,407 1,914
Changes in operating assets and liabilities:    
Accounts receivable (15,117) (3,429)
Inventories (4,670) (2,163)
Prepaid expenses and other current assets and other assets (4,315) (4,774)
Operating leases (2,199) (2,122)
Accounts payable (4,391) (1,390)
Accrued expenses and other current liabilities 9,962 2,029
Other liabilities 28 22
Net cash used in operating activities (10,162) (5,077)
Cash flows from investing activities:    
Purchases of property and equipment (2,222) (7,562)
Net cash used in investing activities (2,222) (7,562)
Cash flows from financing activities:    
Payments of term loan under the 2021 Credit Agreement (1,406) (938)
Payments of withholding taxes in connection with RSUs vesting (1,120) (298)
Proceeds from the exercise of stock options 180 0
Principal repayments of finance lease obligations (262) 0
Net cash used in financing activities (2,608) (1,236)
Change in cash, cash equivalents and restricted cash (14,992) (13,875)
Cash, cash equivalents, and restricted cash, beginning of period 104,338 103,290
Cash, cash equivalents, and restricted cash, end of period 89,346 89,415
Supplemental disclosure of cash flow information:    
Cash paid for interest 1,375 1,271
Cash paid for income taxes 35 128
Supplemental disclosure of non-cash investing and financing activities:    
Cumulative effect adjustment for adoption of ASU No. 2016-13 (Note 2)   615
Purchases of property and equipment included in accounts payable and accrued expenses 786 1,986
Right-of-use assets obtained through operating lease obligations $ 701 $ 1,586
v3.24.1.u1
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Pay vs Performance Disclosure    
Net Income (Loss) $ (2,100) $ (2,969)
v3.24.1.u1
Insider Trading Arrangements
3 Months Ended
Mar. 31, 2024
shares
Trading Arrangements, by Individual  
Material Terms of Trading Arrangement

Item 5. Other Information

During the three months ended March 31, 2024, no director or officer of the Company other than Antonio S. Montecalvo, the Company’s Vice President, Health Policy, adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-rule 10b5-1 trading arrangement,” as each term is defined in item 408(a) of Regulation S-K. On March 16, 2024, Mr. Montecalvo adopted a trading plan intended to satisfy Rule 10b5-1(c) to sell up to 32,733 shares of the Company’s Class A common stock and up to 250,000 shares of the Company’s Class A common stock issuable upon exercise of vested options between June 14, 2024 and March 14, 2025, subject to certain conditions.

Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
AntonioSMontecalvo  
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted true
Aggregate Available 32,733
Upon Exercise of Vested Options | AntonioSMontecalvo  
Trading Arrangements, by Individual  
Aggregate Available 250,000
v3.24.1.u1
Nature of Business and Basis of Presentation
3 Months Ended
Mar. 31, 2024
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. (“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 surgery centers (“ASCs”) and physician offices. The Company has one operating and reportable segment.

Unaudited Interim Financial Information

The accompanying unaudited condensed consolidated financial statements have been prepared by management in accordance with generally accepted accounting principles in the United States (“GAAP”), pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. However, the Company believes that the disclosures are adequate to make the information presented not misleading. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto, for the year ended December 31, 2023, included in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2023, which was filed with the SEC on February 29, 2024 (the “Annual Report”). The results for the three months ended March 31, 2024 are not necessarily indicative of the results to be expected for the year ending December 31, 2024, any other interim periods, or any future years or periods.

v3.24.1.u1
Summary of Significant Accounting Policies
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in the Company’s audited consolidated financial statements as of and for the year ended December 31, 2023, and the notes thereto, which are included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report.

These unaudited condensed consolidated financial statements include the accounts and results of operations of Organogenesis Holdings Inc. and its wholly-owned subsidiaries, Organogenesis Inc., Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. All intercompany balances and transactions have been eliminated in consolidation.

From time to time, new accounting pronouncements are issued by the Financial Accounting Standards Board (“FASB”) or other standard setting bodies that the Company adopts as of the specified effective date. Unless otherwise discussed below, the Company does not believe that the adoption of recently issued standards have had or may have a material impact on its condensed consolidated financial statements or disclosures.

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 at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the condensed consolidated financial statements, the estimates and assumptions that management considers 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 assets; and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company invests its cash equivalents in highly rated money market funds. Deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company sweeps cash daily overnight and diversifies among financial institutions to reduce such exposure.

 

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

Correction of Immaterial Classification Error

Subsequent to the issuance of the consolidated financial statements as of and for the year ended December 31, 2023, the Company determined that as of December 31, 2023, it had incorrectly classified $5,273 of accrued but unpaid lease obligations as current portion of operating lease obligations instead of as current portion of operating lease obligations - related party. As a result, the Company also incorrectly classified $5,273 of operating lease obligations, net of current portion as operating lease obligations, net of current portion - related party. These misclassifications have been corrected in the accompanying condensed consolidated balance sheets and conform to the current period presentation of operating lease obligations. These reclassifications had no impact on reported results of operations, stockholders’ equity, cash flows, total current liabilities, or total liabilities.

v3.24.1.u1
Revenue from Contracts with Customers
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Revenue from Contracts with Customers

3. Revenue from Contracts with Customers

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. Product revenue is recognized when a customer obtains control of the Company’s products which occurs at a point in time and may be upon shipment, procedure date, or delivery, based on the terms of the contract. Revenue is recorded net of a reserve for returns, discounts and Group Purchasing Organization (“GPO”) rebates, which represent a direct reduction to the revenue recognized. These reductions are accrued at the time revenue is recognized, based upon historical experience and specific circumstances. For the three months ended March 31, 2024 and 2023, the Company recorded GPO fees of $1,394 and $1,424, respectively, as a direct reduction of revenue.

The following tables set forth revenue by product category:

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Advanced Wound Care

 

$

103,864

 

 

$

100,917

 

Surgical & Sports Medicine

 

 

6,112

 

 

 

6,725

 

Total net revenue

 

$

109,976

 

 

$

107,642

 

For all periods presented, net revenue generated outside the United States represented less than 1% of total net revenue.
v3.24.1.u1
Accounts Receivable, Net
3 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
Accounts Receivable, Net

4. Accounts Receivable, Net

Accounts receivable consisted of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Accounts receivable

 

$

103,623

 

 

$

88,859

 

Less — allowance for credit losses

 

 

(7,475

)

 

 

(6,860

)

 

$

96,148

 

 

$

81,999

 

 

 

The Company’s allowance for credit losses is comprised of the following:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Balance at beginning of period

 

$

6,860

 

 

$

6,362

 

Cumulative effect of adopting ASU 2016-13

 

 

 

 

 

615

 

Additions (adjustments)

 

 

968

 

 

 

243

 

Write-offs

 

 

(356

)

 

 

(299

)

Recoveries

 

 

3

 

 

 

 

Balance at end of period

 

$

7,475

 

 

$

6,921

 

v3.24.1.u1
Inventories
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Inventories

5. Inventories

Inventories, net of related reserves for excess and obsolescence, consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Raw materials

 

$

13,341

 

 

$

12,988

 

Work in process

 

 

858

 

 

 

810

 

Finished goods

 

 

13,495

 

 

 

14,455

 

 

 

$

27,694

 

 

$

28,253

 

 

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, 2024 and 2023, the Company charged $2,515 and $1,407, respectively, for inventory excess and obsolescence to cost of goods sold within the condensed consolidated statements of operations and comprehensive loss.
v3.24.1.u1
Property and Equipment, Net
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Leasehold improvements

 

$

62,129

 

 

$

60,819

 

Buildings

 

 

4,943

 

 

 

4,943

 

Furniture, computers and equipment

 

 

63,528

 

 

 

64,585

 

 

 

130,600

 

 

 

130,347

 

Accumulated depreciation

 

 

(74,745

)

 

 

(73,186

)

Construction in progress

 

 

58,390

 

 

 

59,067

 

 

$

114,245

 

 

$

116,228

 

 

Depreciation expense was $3,072 and $2,694 for the three months ended March 31, 2024 and 2023, respectively. Construction in progress primarily represents the ongoing ERP system implementation and the unfinished construction work on a purchased building located on the Company’s Canton, Massachusetts campus and improvements at the Company’s leased facilities in Canton and Norwood, Massachusetts.
v3.24.1.u1
Goodwill and Intangible Assets
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

Goodwill was $28,772 as of March 31, 2024 and December 31, 2023. There was no impairment of goodwill recorded during the three months ended March 31, 2024 and 2023.

Intangible assets consisted of the following as of March 31, 2024:

 

 

 

Original

 

 

Accumulated

 

 

Net Book

 

 

 

Cost

 

 

Amortization

 

 

Value

 

Developed technology

 

$

32,620

 

 

$

(25,226

)

 

$

7,394

 

Customer relationships

 

 

10,690

 

 

 

(3,786

)

 

 

6,904

 

Patent

 

 

7,623

 

 

 

(7,623

)

 

 

 

Independent sales agency network

 

 

4,500

 

 

 

(4,500

)

 

 

 

Trade names and trademarks

 

 

2,080

 

 

 

(1,627

)

 

 

453

 

Non-compete agreements

 

 

1,010

 

 

 

(791

)

 

 

219

 

Total

 

$

58,523

 

 

$

(43,553

)

 

$

14,970

 

 

Intangible assets consisted of the following as of December 31, 2023:

 

 

 

Original

 

 

Accumulated

 

 

Net Book

 

 

 

Cost

 

 

Amortization

 

 

Value

 

Developed technology

 

$

32,620

 

 

$

(24,666

)

 

$

7,954

 

Customer relationship

 

 

10,690

 

 

 

(3,519

)

 

 

7,171

 

Patent

 

 

7,623

 

 

 

(7,623

)

 

 

 

Independent sales agency network

 

 

4,500

 

 

 

(4,500

)

 

 

 

Trade names and trademarks

 

 

2,080

 

 

 

(1,590

)

 

 

490

 

Non-compete agreements

 

 

1,010

 

 

 

(754

)

 

 

256

 

Total

 

$

58,523

 

 

$

(42,652

)

 

$

15,871

 

 

Amortization of intangible assets, calculated on a straight-line basis or using an accelerated method, was $901 and $1,230 for the three months ended March 31, 2024 and 2023, respectively. The weighted average remaining useful lives for developed technology, trade names and trademarks, customer relationship, and non-compete agreements are 4.2 years, 4.2 years, 6.5 years, and 1.5 years, respectively, as of March 31, 2024.

v3.24.1.u1
Accrued Expenses and Other Current Liabilities
3 Months Ended
Mar. 31, 2024
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Personnel costs

 

$

24,078

 

 

$

18,287

 

Royalties

 

 

6,582

 

 

 

3,075

 

Accrued but unpaid lease obligations and interest

 

 

2,448

 

 

 

2,326

 

Accrued milestone payment (Note 14)

 

 

2,500

 

 

 

2,500

 

Accrued option payment (Note 14)

 

 

2,500

 

 

 

 

Accrued taxes

 

 

483

 

 

 

2,799

 

Other

 

 

1,168

 

 

 

1,087

 

 

$

39,759

 

 

$

30,074

 

The accrued but unpaid lease obligations and the interest accrual on these obligations are related to the buildings in Canton, Massachusetts. See Note 13, Leases
v3.24.1.u1
Restructuring
3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
Restructuring

9. Restructuring

In order to reduce the Company’s cost structure and improve operating efficiency, the Company has consolidated its manufacturing operations in various locations into Massachusetts facilities.

On February 3, 2023, the Company committed to a plan to restructure its workforce to increase productivity and enhance profitability. The reduction in force reduced the Company’s headcount by 71 employees, or approximately 7% of all employees. The

Company incurred a total charge of $1,817 in the three months ended March 31, 2023 in connection with the restructuring, primarily consisting of severance payments. It was substantially completed as of March 31, 2023.

As a result of the restructuring activities, the Company incurred a total pre-tax charge of $1,908 during the three months ended March 31, 2023. These charges were included in selling, general and administrative expenses in the condensed consolidated statements of operations and comprehensive loss. The liability related to the restructuring activities was $280 and $904 as of March 31, 2024 and December 31, 2023, respectively, and was included in accrued expenses and other current liabilities in the condensed consolidated balance sheets. The following tables provide a roll-forward of the restructuring liabilities.

 

 

 

Total

 

Liability balance as of December 31, 2023

 

$

904

 

Cash disbursements and other adjustments

 

 

(624

)

Liability balance as of March 31, 2024

 

$

280

 

 

 

 

 

Employee

 

 

Other

 

 

Total

 

Liability balance as of December 31, 2022

 

$

1,010

 

 

$

182

 

 

$

1,192

 

Expenses

 

 

1,817

 

 

 

91

 

 

 

1,908

 

Cash disbursements and other adjustments

 

 

(1,740

)

 

 

(273

)

 

 

(2,013

)

Liability balance as of March 31, 2023

 

$

1,087

 

 

$

 

 

$

1,087

 

v3.24.1.u1
Debt Obligations
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Debt Obligations

10. Debt Obligations

Debt obligations consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Revolving Facility

 

$

 

 

$

 

Term loan

 

 

65,156

 

 

 

66,563

 

Less debt discount and debt issuance cost

 

 

(296

)

 

 

(332

)

Term loan, net of debt discount and debt issuance cost

 

$

64,860

 

 

$

66,231

 

 

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, as amended (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” and, together with the Term Loan Facility, the “Facilities”). 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 made under the 2021 Credit Agreement may be either SOFR Loans or ABR Loans, at the Company’s option. For SOFR Loans, the interest rate is a per annum interest rate equal to the Adjusted Term SOFR 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 Adjusted Term SOFR rate plus 1.0%, plus (2) an Applicable Margin between 1.00% to 2.25% based on the Total Net Leverage Ratio. On March 31, 2024, the applicable interest rate for outstanding borrowings is 7.64%.

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 remaining principal balance of $50,625 is also due on the Term Loan Maturity Date. The Company may prepay the Term Loan Facility. 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 available funds (the “Commitment Fee”). The

Commitment Fee rate is between 0.25% to 0.45% based on the Total Net Leverage Ratio. The Company may elect to reduce or terminate the Revolving Facility in its entirety at any time by repaying all outstanding principal and unpaid accrued interest.

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.

The Company recorded debt issuance costs and related fees of $604 in connection with entering into the Term Loan Facility, which are recorded as a reduction of the carrying value of the term loan on the accompanying condensed consolidated balance sheets. In connection with entering into 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.

As of March 31, 2024 and December 31, 2023, the Company had outstanding borrowings of $65,156 and $66,563 under the Term Loan Facility, respectively, and $0 under the Revolving Facility with $125,000 available for future revolving borrowings.

The future payments due under the Term Loan Facility as of March 31, 2024, are as follows for the calendar years ending December 31:

 

2024 (remaining nine months)

 

 

4,218

 

2025

 

 

6,563

 

2026

 

 

54,375

 

Total

 

$

65,156

 

 

v3.24.1.u1
Stockholders' Equity and Stock-Based Compensation
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Stockholders' Equity and Stock-Based Compensation

11. Stockholders’ Equity and Stock-Based Compensation

Common Stock

As of March 31, 2024, the issued shares of Class A common stock include 728,548 treasury shares that were reacquired in connection with the redemption of redeemable shares in March 2019.

Stock Incentive Plans

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 Incentive Plan (the “2018 Plan”). At the adoption of the 2018 Plan, a total of 9,198,996 shares of Class A common stock was authorized to be issued (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). In June 2022, the 2018 Plan was amended to increase the number of shares of Class A common stock reserved for issuance by 7,826,970 shares.

The Organogenesis 2003 Stock Incentive Plan (the “2003 Plan”), provided for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Effective December 10, 2018, no additional awards may be made under the 2003 Plan.

Stock-Based Compensation Expense

Stock options awarded under the stock incentive plans expire 10 years after the grant date and typically vest over four or five years. Restricted stock units awarded typically vest over four years.

Stock-based compensation expense was $2,407 and $1,914 for the three months ended March 31, 2024 and 2023, respectively. The total amount of stock-based compensation expense was included within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

Restricted Stock Units (RSUs)

The Company granted 1,766,615 and 3,192,372 time-based restricted stock units to its employees, executives and members of the Board of Directors in the three months ended March 31, 2024 and 2023, 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

 

 

Weighted Average

 

 

of RSUs

 

 

Grant Date

 

 

 

 

 

Fair Value

 

Unvested at December 31, 2023

 

 

3,898,331

 

 

$

3.54

 

Granted

 

 

1,766,615

 

 

 

3.43

 

Vested

 

 

(1,376,737

)

 

 

3.63

 

Canceled/forfeited

 

 

(15,474

)

 

 

5.52

 

Unvested at March 31, 2024

 

 

4,272,735

 

 

$

3.46

 

As of March 31, 2024, the total unrecognized compensation cost related to unvested restricted stock units expected to vest was $10,968 and the weighted average remaining recognition period for unvested awards was 2.77 years.

Stock Options

The following table summarizes the Company’s stock option activity since December 31, 2023:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

 

 

 

 

Average

 

 

Contractual

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Term

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

(in years)

 

 

Value

 

Outstanding as of December 31, 2023

 

 

9,340,046

 

 

$

4.60

 

 

 

6.66

 

 

$

10,267

 

Granted

 

 

2,640,601

 

 

 

3.43

 

 

 

 

 

 

 

Exercised

 

 

(152,250

)

 

 

1.18

 

 

 

 

 

 

254

 

Canceled/forfeited

 

 

(21,738

)

 

 

5.85

 

 

 

 

 

 

7

 

Outstanding as of March 31, 2024

 

 

11,806,659

 

 

$

4.38

 

 

 

7.28

 

 

$

3,359

 

Options exercisable as of March 31, 2024

 

 

5,258,648

 

 

$

4.92

 

 

 

5.18

 

 

$

2,487

 

Options vested or expected to vest as of March 31, 2024

 

 

10,457,197

 

 

$

4.47

 

 

 

7.03

 

 

$

3,169

 

 

The stock options granted during the three months ended March 31, 2024 and 2023 were 2,640,601 and 3,554,528, respectively.

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 weighted-average grant-date fair value per share of stock options granted during the three months ended March 31, 2024 and 2023 was $1.89 and $1.32, respectively. The total fair value of options vested during the three months ended March 31, 2024 and 2023 was $3,669 and $2,653, respectively.

As of March 31, 2024, the total unrecognized stock compensation expense related to unvested stock options expected to vest was $9,218 and was expected to be recognized over a weighted-average period of 2.84 years.

v3.24.1.u1
Earnings Per Share (EPS)
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Earnings per Share (EPS)

12. Earnings 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.

The Company’s potentially dilutive securities include restricted stock units and stock options to purchase shares of Class A common stock. As the Company had a net loss in the periods presented, the potentially dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be anti-dilutive. Therefore, the weighted-average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same for these periods. For the three months ended March 31, 2024 and 2023, the Company excluded 1,542,861 and 800,395 potential shares of Class A common stock, respectively, presented based on the diluted effects of options and restricted stock units outstanding at each

period end, from the computation of diluted net loss per share attributable to the common stockholders for these periods. Basic and diluted net loss attributable to the Class A common stockholders was calculated as follows.

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(2,100

)

 

$

(2,969

)

Denominator:

 

 

 

 

 

 

Weighted-average common shares outstanding — basic and diluted

 

 

131,861,772

 

 

 

131,083,841

 

Net loss per share—basic and diluted

 

$

(0.02

)

 

$

(0.02

)

v3.24.1.u1
Leases
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Leases

13. Leases

The Company’s leases consist 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 to ten years. The Company leases vehicles under operating leases for certain employees and has fleet services agreements for service on these vehicles. The minimum lease term for each newly leased vehicle is 367 days with renewal options. The Company may terminate the vehicle lease after the minimum lease term upon thirty days’ prior notice. The Company also leases other equipment under noncancelable leases that expire at various dates through 2026.

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 (the “Related-Party Leases”). 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 directors, former directors and / or stockholders of the Company.

In August 2021, the Company purchased the building (the “275 Dan Road Building”) under the lease with 275 Dan Road SPE, LLC for $6,013 and the lease was terminated. The Company recorded an asset of $4,943 to buildings within property and equipment, net, to account for the purchase of the leased asset.

The remaining three Related-Party 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. In November 2021, the Company exercised the option to extend the leases for an additional five years, and at such time, remeasured the right of use assets and lease liabilities based on its best estimate of the market rental rate in the renewal period and reassessed the classification for these leases. As a result, these leases were reclassified from finance leases to operating leases on the consolidated balance sheets as of December 31, 2021. In December 2022, the Company and the landlord finalized the market rental rate in the renewal period for these properties, resulting in an additional $8,060 to be recorded as variable lease expenses over the renewal period.

Effective April 1, 2019, the Company agreed to accrue interest on accrued but unpaid lease obligations owed for rent in arrears to the owners of the buildings subject to the Related-Party Leases, at an interest rate equal to the rate charged under the 2019 Credit Agreement. The remaining accrued but unpaid lease obligation with respect to the 275 Dan Road Building was paid in five quarterly installments through January 3, 2023, and accordingly at March 31, 2024 and December 31, 2023, there is no remaining balance or accrued interest associated with the 275 Dan Road Building. The accrued but unpaid lease obligations as well as the related accrued interest with respect to the remaining three Related-Party Leases are shown below:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Principal portion of rent in arrears

 

$

5,273

 

 

$

5,273

 

Accrued interest on accrued but unpaid lease obligations

 

$

2,448

 

 

$

2,326

 

 

The accrued but unpaid lease obligations owed for rent in arrears on the three remaining Related-Party Leases was included in current portion of operating lease obligations on the condensed consolidated balance sheets, as of March 31, 2024 and December 31, 2023. The accrued interest on the accrued but unpaid lease obligations was included in accrued expenses and other current liabilities on the condensed consolidated balance sheets as of March 31, 2024 and December 31, 2023.

The components of lease cost were as follows:

 

 

 

Classification

 

Three Months Ended March 31,

 

 

 

 

 

2024

 

 

2023

 

Finance lease

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

COGS and SG&A

 

$

288

 

 

$

 

Interest on lease liabilities

 

Interest Expense

 

 

57

 

 

 

 

Total finance lease cost

 

 

 

 

345

 

 

 

 

Operating lease cost

 

COGS, R&D, SG&A

 

 

2,203

 

 

 

2,291

 

Short-term lease cost

 

COGS, R&D, SG&A

 

 

661

 

 

 

758

 

Variable lease cost

 

COGS, R&D, SG&A

 

 

1,126

 

 

 

1,794

 

Total lease cost

 

 

 

$

4,335

 

 

$

4,843

 

 

Supplemental balance sheet information related to finance leases was as follows:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Property and equipment, gross

 

$

3,454

 

 

$

3,454

 

Accumulated depreciation

 

 

(767

)

 

 

(479

)

Property and equipment, net

 

$

2,687

 

 

$

2,975

 

 

Supplemental cash flow information related to leases was as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

2,715

 

 

$

2,468

 

Operating cash flows for finance leases

 

$

57

 

 

$

 

Financing cash flows for finance leases

 

$

262

 

 

$

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Weighted-average remaining lease term

 

 

 

 

 

 

Finance leases

 

 

2.33

 

 

 

2.58

 

Operating leases

 

 

6.31

 

 

 

6.49

 

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Weighted-average discount rate

 

 

 

 

 

 

Finance leases

 

 

7.91

%

 

 

7.91

%

Operating leases

 

 

4.75

%

 

 

4.71

%

 

As of March 31, 2024, maturities of lease liabilities were as follows:

 

 

 

Operating leases

 

 

Finance leases

 

2024 (remaining nine months)

 

$

7,580

 

 

$

959

 

2025

 

 

8,819

 

 

 

1,278

 

2026

 

 

7,657

 

 

 

737

 

2027

 

 

8,119

 

 

 

 

2028

 

 

3,580

 

 

 

 

Thereafter

 

 

15,108

 

 

 

 

Total lease payments

 

 

50,863

 

 

 

2,974

 

Less: interest

 

 

(7,483

)

 

 

(267

)

Total lease liabilities

 

$

43,380

 

 

$

2,707

 

v3.24.1.u1
Commitments and Contingencies
3 Months Ended
Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies

14. Commitments and Contingencies

License and Manufacturing Agreement

In November 2023, the Company entered into a trademark license and manufacturing agreement with Vivex Biologics, Inc. (“Vivex”) to sell its CYGNUS Dual (“Dual”) and CYGNUS Matrix (“Matrix") products, with the option to license the VIA Matrix (“VIA”) products.

The Company paid an upfront licensing fee to Vivex to sell Dual and Matrix, and also agreed to pay a fixed milestone payment for Dual in the event that its average sales price (“ASP”) is published by certain government agencies for a specified period of time. In addition, the Company is required to pay a low double digit royalty and a high single-digit royalty on the Net Sales of Dual and Matrix, respectively, during the royalty term, as defined in the agreement with Vivex. The royalty term is commensurate with the initial term of the contract and will continue for each subsequent renewal period. The initial term of the agreement expires on December 31, 2026 and can be renewed for up to five additional one-year terms.

The Company recorded $5,000 in prepaid and other current assets and other assets for the payment of the upfront licensing fee, which is recognized as expense on a straight-line basis over the estimated life of the arrangement, which the Company determined to be three years, commensurate with the initial term of the contract. In December 2023, the Company recorded $2,500 in prepaid and other current assets, other assets, and accrued expenses and other current liabilities for the milestone payment, as the Company determined it is probable of owing such payment to Vivex. In March 2024, the Company exercised the option to license VIA, and as such, as of March 31, 2024, the option payment of $2,500 is included in accrued expenses and other current liabilities on the condensed consolidated balance sheets.

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.

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 total royalty expense of $4,947 and $1,440 during the three months ended March 31, 2024 and 2023, respectively, within selling, general and administrative expenses on the condensed consolidated statements of operations and comprehensive loss.

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.

v3.24.1.u1
Related Party Transactions
3 Months Ended
Mar. 31, 2024
Related Party Transactions [Abstract]  
Related Party Transactions

15. Related Party Transactions

Lease obligations to affiliates, including accrued but unpaid lease obligations, purchase of an asset under a finance lease with an affiliate, and renewal of leases with affiliates are further described in Note 13, Leases.

v3.24.1.u1
Taxes
3 Months Ended
Mar. 31, 2024
Income Tax Disclosure [Abstract]  
Taxes

16. 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. As net operating loss carryovers become limited or are fully utilized, the Company will accrue current federal and state income tax expense. The Company’s wholly owned Swiss subsidiary, Organogenesis GmbH, is subject to taxation in Switzerland and has a transfer pricing arrangement in place with Organogenesis Inc., its U.S. parent.

The income tax rate for the three months ended March 31, 2024 was 51.1%, an increase from the U.S. statutory rate of 21% primarily due to the tax adjustments related to executive compensation, and other nondeductible expenses. The income tax benefit for the three months ended March 31, 2024 and 2023 was $2,243 and $1,658, respectively.

v3.24.1.u1
Summary of Significant Accounting Policies (Policies)
3 Months Ended
Mar. 31, 2024
Accounting Policies [Abstract]  
Use of Estimates

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported results of operations during the reporting periods. In preparing the condensed consolidated financial statements, the estimates and assumptions that management considers 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 assets; and the valuation and recognition of stock-based compensation. Actual results and outcomes may differ significantly from those estimates and assumptions.

Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentration of credit risk consist of cash and cash equivalents. The Company invests its cash equivalents in highly rated money market funds. Deposits may exceed federally insured limits, and the Company is exposed to credit risk on deposits in the event of default by the financial institutions to the extent account balances exceed the amount insured by the Federal Deposit Insurance Corporation (“FDIC”). However, the Company sweeps cash daily overnight and diversifies among financial institutions to reduce such exposure.

Recently Issued Accounting Pronouncements Not Yet Adopted

Recently Issued Accounting Pronouncements Not Yet Adopted

In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures, which requires public entities to disclose information about their reportable segments’ significant expenses and other segment items on an interim and annual basis. Public entities with a single reportable segment are required to apply the disclosure requirements in ASU 2023-07, as well as all existing segment disclosures and reconciliation requirements in ASC 280. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and for interim periods within fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-07.

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures, which requires public entities to disclose specific categories in the effective tax rate reconciliation, as well as additional information for reconciling items that exceed a quantitative threshold. ASU 2023-09 also requires all entities to disclose income taxes paid disaggregated by federal, state and foreign taxes, and further disaggregated for specific jurisdictions that exceed 5% of total income taxes paid, among other expanded disclosures. ASU 2023-09 is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2023-09.

Correction of Classification Error

Correction of Immaterial Classification Error

Subsequent to the issuance of the consolidated financial statements as of and for the year ended December 31, 2023, the Company determined that as of December 31, 2023, it had incorrectly classified $5,273 of accrued but unpaid lease obligations as current portion of operating lease obligations instead of as current portion of operating lease obligations - related party. As a result, the Company also incorrectly classified $5,273 of operating lease obligations, net of current portion as operating lease obligations, net of current portion - related party. These misclassifications have been corrected in the accompanying condensed consolidated balance sheets and conform to the current period presentation of operating lease obligations. These reclassifications had no impact on reported results of operations, stockholders’ equity, cash flows, total current liabilities, or total liabilities.
v3.24.1.u1
Revenue from Contracts with Customers (Tables)
3 Months Ended
Mar. 31, 2024
Revenue from Contract with Customer [Abstract]  
Schedule of Revenue by Product Category

The following tables set forth revenue by product category:

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Advanced Wound Care

 

$

103,864

 

 

$

100,917

 

Surgical & Sports Medicine

 

 

6,112

 

 

 

6,725

 

Total net revenue

 

$

109,976

 

 

$

107,642

 

v3.24.1.u1
Accounts Receivable, Net (Tables)
3 Months Ended
Mar. 31, 2024
Receivables [Abstract]  
Schedule of Accounts Receivable

Accounts receivable consisted of the following:

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Accounts receivable

 

$

103,623

 

 

$

88,859

 

Less — allowance for credit losses

 

 

(7,475

)

 

 

(6,860

)

 

$

96,148

 

 

$

81,999

 

 

 

Summary of Allowance for Credit Losses

The Company’s allowance for credit losses is comprised of the following:

 

 

 

Three Months Ended
March 31,

 

 

 

2024

 

 

2023

 

Balance at beginning of period

 

$

6,860

 

 

$

6,362

 

Cumulative effect of adopting ASU 2016-13

 

 

 

 

 

615

 

Additions (adjustments)

 

 

968

 

 

 

243

 

Write-offs

 

 

(356

)

 

 

(299

)

Recoveries

 

 

3

 

 

 

 

Balance at end of period

 

$

7,475

 

 

$

6,921

 

v3.24.1.u1
Inventories (Tables)
3 Months Ended
Mar. 31, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory, Current

Inventories, net of related reserves for excess and obsolescence, consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Raw materials

 

$

13,341

 

 

$

12,988

 

Work in process

 

 

858

 

 

 

810

 

Finished goods

 

 

13,495

 

 

 

14,455

 

 

 

$

27,694

 

 

$

28,253

 

v3.24.1.u1
Property and Equipment, Net (Tables)
3 Months Ended
Mar. 31, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment, Net

Property and equipment consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Leasehold improvements

 

$

62,129

 

 

$

60,819

 

Buildings

 

 

4,943

 

 

 

4,943

 

Furniture, computers and equipment

 

 

63,528

 

 

 

64,585

 

 

 

130,600

 

 

 

130,347

 

Accumulated depreciation

 

 

(74,745

)

 

 

(73,186

)

Construction in progress

 

 

58,390

 

 

 

59,067

 

 

$

114,245

 

 

$

116,228

 

v3.24.1.u1
Goodwill and Intangible Assets (Tables)
3 Months Ended
Mar. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets

Intangible assets consisted of the following as of March 31, 2024:

 

 

 

Original

 

 

Accumulated

 

 

Net Book

 

 

 

Cost

 

 

Amortization

 

 

Value

 

Developed technology

 

$

32,620

 

 

$

(25,226

)

 

$

7,394

 

Customer relationships

 

 

10,690

 

 

 

(3,786

)

 

 

6,904

 

Patent

 

 

7,623

 

 

 

(7,623

)

 

 

 

Independent sales agency network

 

 

4,500

 

 

 

(4,500

)

 

 

 

Trade names and trademarks

 

 

2,080

 

 

 

(1,627

)

 

 

453

 

Non-compete agreements

 

 

1,010

 

 

 

(791

)

 

 

219

 

Total

 

$

58,523

 

 

$

(43,553

)

 

$

14,970

 

 

Intangible assets consisted of the following as of December 31, 2023:

 

 

 

Original

 

 

Accumulated

 

 

Net Book

 

 

 

Cost

 

 

Amortization

 

 

Value

 

Developed technology

 

$

32,620

 

 

$

(24,666

)

 

$

7,954

 

Customer relationship

 

 

10,690

 

 

 

(3,519

)

 

 

7,171

 

Patent

 

 

7,623

 

 

 

(7,623

)

 

 

 

Independent sales agency network

 

 

4,500

 

 

 

(4,500

)

 

 

 

Trade names and trademarks

 

 

2,080

 

 

 

(1,590

)

 

 

490

 

Non-compete agreements

 

 

1,010

 

 

 

(754

)

 

 

256

 

Total

 

$

58,523

 

 

$

(42,652

)

 

$

15,871

 

v3.24.1.u1
Accrued Expenses and Other Current Liabilities (Tables)
3 Months Ended
Mar. 31, 2024
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,

 

 

 

2024

 

 

2023

 

Personnel costs

 

$

24,078

 

 

$

18,287

 

Royalties

 

 

6,582

 

 

 

3,075

 

Accrued but unpaid lease obligations and interest

 

 

2,448

 

 

 

2,326

 

Accrued milestone payment (Note 14)

 

 

2,500

 

 

 

2,500

 

Accrued option payment (Note 14)

 

 

2,500

 

 

 

 

Accrued taxes

 

 

483

 

 

 

2,799

 

Other

 

 

1,168

 

 

 

1,087

 

 

$

39,759

 

 

$

30,074

 

v3.24.1.u1
Restructuring (Tables)
3 Months Ended
Mar. 31, 2024
Restructuring and Related Activities [Abstract]  
Summary of liability related to the restructuring activities The following tables provide a roll-forward of the restructuring liabilities.

 

 

 

Total

 

Liability balance as of December 31, 2023

 

$

904

 

Cash disbursements and other adjustments

 

 

(624

)

Liability balance as of March 31, 2024

 

$

280

 

 

 

 

 

Employee

 

 

Other

 

 

Total

 

Liability balance as of December 31, 2022

 

$

1,010

 

 

$

182

 

 

$

1,192

 

Expenses

 

 

1,817

 

 

 

91

 

 

 

1,908

 

Cash disbursements and other adjustments

 

 

(1,740

)

 

 

(273

)

 

 

(2,013

)

Liability balance as of March 31, 2023

 

$

1,087

 

 

$

 

 

$

1,087

 

v3.24.1.u1
Debt Obligations (Tables)
3 Months Ended
Mar. 31, 2024
Debt Disclosure [Abstract]  
Schedule of debt obligations

Debt obligations consisted of the following:

 

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Revolving Facility

 

$

 

 

$

 

Term loan

 

 

65,156

 

 

 

66,563

 

Less debt discount and debt issuance cost

 

 

(296

)

 

 

(332

)

Term loan, net of debt discount and debt issuance cost

 

$

64,860

 

 

$

66,231

 

Schedule of future payments of term loan facility payments due under the Term Loan Facility as of March 31, 2024, are as follows for the calendar years ending December 31:

 

2024 (remaining nine months)

 

 

4,218

 

2025

 

 

6,563

 

2026

 

 

54,375

 

Total

 

$

65,156

 

v3.24.1.u1
Stockholders' Equity and Stock-Based Compensation (Tables)
3 Months Ended
Mar. 31, 2024
Share-Based Payment Arrangement [Abstract]  
Summary of Unvested Restricted Stock Units

The activity of restricted stock units is set forth below:

 

 

Number

 

 

Weighted Average

 

 

of RSUs

 

 

Grant Date

 

 

 

 

 

Fair Value

 

Unvested at December 31, 2023

 

 

3,898,331

 

 

$

3.54

 

Granted

 

 

1,766,615

 

 

 

3.43

 

Vested

 

 

(1,376,737

)

 

 

3.63

 

Canceled/forfeited

 

 

(15,474

)

 

 

5.52

 

Unvested at March 31, 2024

 

 

4,272,735

 

 

$

3.46

 

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity since December 31, 2023:

 

 

 

 

 

 

 

 

 

Weighted

 

 

 

 

 

 

 

 

 

 

 

 

Average

 

 

 

 

 

 

 

 

 

Weighted

 

 

Remaining

 

 

 

 

 

 

 

 

 

Average

 

 

Contractual

 

 

Aggregate

 

 

 

Number of

 

 

Exercise

 

 

Term

 

 

Intrinsic

 

 

 

Options

 

 

Price

 

 

(in years)

 

 

Value

 

Outstanding as of December 31, 2023

 

 

9,340,046

 

 

$

4.60

 

 

 

6.66

 

 

$

10,267

 

Granted

 

 

2,640,601

 

 

 

3.43

 

 

 

 

 

 

 

Exercised

 

 

(152,250

)

 

 

1.18

 

 

 

 

 

 

254

 

Canceled/forfeited

 

 

(21,738

)

 

 

5.85

 

 

 

 

 

 

7

 

Outstanding as of March 31, 2024

 

 

11,806,659

 

 

$

4.38

 

 

 

7.28

 

 

$

3,359

 

Options exercisable as of March 31, 2024

 

 

5,258,648

 

 

$

4.92

 

 

 

5.18

 

 

$

2,487

 

Options vested or expected to vest as of March 31, 2024

 

 

10,457,197

 

 

$

4.47

 

 

 

7.03

 

 

$

3,169

 

v3.24.1.u1
Earnings Per Share (EPS) (Tables)
3 Months Ended
Mar. 31, 2024
Earnings Per Share [Abstract]  
Schedule of Earnings Per Share, Basic and Diluted Basic and diluted net loss attributable to the Class A common stockholders was calculated as follows.

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Numerator:

 

 

 

 

 

 

Net loss

 

$

(2,100

)

 

$

(2,969

)

Denominator:

 

 

 

 

 

 

Weighted-average common shares outstanding — basic and diluted

 

 

131,861,772

 

 

 

131,083,841

 

Net loss per share—basic and diluted

 

$

(0.02

)

 

$

(0.02

)

v3.24.1.u1
Leases (Tables)
3 Months Ended
Mar. 31, 2024
Leases [Abstract]  
Schedule of Accrued But Unpaid Lease Obligations

 

 

March 31,

 

 

December 31,

 

 

 

2024

 

 

2023

 

Principal portion of rent in arrears

 

$

5,273

 

 

$

5,273

 

Accrued interest on accrued but unpaid lease obligations

 

$

2,448

 

 

$

2,326

 

Schedule of Lease Cost

The components of lease cost were as follows:

 

 

 

Classification

 

Three Months Ended March 31,

 

 

 

 

 

2024

 

 

2023

 

Finance lease

 

 

 

 

 

 

 

 

Amortization of right-of-use assets

 

COGS and SG&A

 

$

288

 

 

$

 

Interest on lease liabilities

 

Interest Expense

 

 

57

 

 

 

 

Total finance lease cost

 

 

 

 

345

 

 

 

 

Operating lease cost

 

COGS, R&D, SG&A

 

 

2,203

 

 

 

2,291

 

Short-term lease cost

 

COGS, R&D, SG&A

 

 

661

 

 

 

758

 

Variable lease cost

 

COGS, R&D, SG&A

 

 

1,126

 

 

 

1,794

 

Total lease cost

 

 

 

$

4,335

 

 

$

4,843

 

Summary of Balance Sheet Information Related To Finance Leases

Supplemental balance sheet information related to finance leases was as follows:

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Property and equipment, gross

 

$

3,454

 

 

$

3,454

 

Accumulated depreciation

 

 

(767

)

 

 

(479

)

Property and equipment, net

 

$

2,687

 

 

$

2,975

 

Summary of Cash Flow Information Related To Leases

Supplemental cash flow information related to leases was as follows:

 

 

 

Three Months Ended March 31,

 

 

 

2024

 

 

2023

 

Cash paid for amounts included in the measurement of lease liabilities:

 

 

 

 

 

 

Operating cash flows for operating leases

 

$

2,715

 

 

$

2,468

 

Operating cash flows for finance leases

 

$

57

 

 

$

 

Financing cash flows for finance leases

 

$

262

 

 

$

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Weighted-average remaining lease term

 

 

 

 

 

 

Finance leases

 

 

2.33

 

 

 

2.58

 

Operating leases

 

 

6.31

 

 

 

6.49

 

 

 

 

 

 

 

 

 

 

March 31, 2024

 

 

December 31, 2023

 

Weighted-average discount rate

 

 

 

 

 

 

Finance leases

 

 

7.91

%

 

 

7.91

%

Operating leases

 

 

4.75

%

 

 

4.71

%

Summary of Maturities of Lease Liabilities

As of March 31, 2024, maturities of lease liabilities were as follows:

 

 

 

Operating leases

 

 

Finance leases

 

2024 (remaining nine months)

 

$

7,580

 

 

$

959

 

2025

 

 

8,819

 

 

 

1,278

 

2026

 

 

7,657

 

 

 

737

 

2027

 

 

8,119

 

 

 

 

2028

 

 

3,580

 

 

 

 

Thereafter

 

 

15,108

 

 

 

 

Total lease payments

 

 

50,863

 

 

 

2,974

 

Less: interest

 

 

(7,483

)

 

 

(267

)

Total lease liabilities

 

$

43,380

 

 

$

2,707

 

v3.24.1.u1
Nature of Business and Basis of Presentation - Additional Information (Detail)
3 Months Ended
Mar. 31, 2024
Segments
Nature of Business and Basis of Presentation [Line Items]  
Number of Reportable Segments 1
Number of Operating Segments 1
v3.24.1.u1
Summary of Significant Accounting Policies - Additional Information (Detail)
$ in Thousands
Dec. 31, 2023
USD ($)
Significant Accounting Policies [Line Items]  
Total accrued but unpaid lease obligations $ 5,273
v3.24.1.u1
Revenue from Contracts with Customers- Schedule of Revenue by Product Category (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Total net revenue $ 109,976 $ 107,642
Advanced Wound Care    
Total net revenue 103,864 100,917
Surgical & Sports Medicine    
Total net revenue $ 6,112 $ 6,725
v3.24.1.u1
Revenue from Contracts with Customers - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Significant Accounting Policies [Line Items]    
Group purchase organization rebate $ 1,394 $ 1,424
Sales Revenue | Geographic Concentration Risk | International    
Significant Accounting Policies [Line Items]    
Concentration Risk, Percentage 1.00%  
v3.24.1.u1
Accounts Receivable, Net - Summary of Accounts Receivable (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Receivables [Abstract]    
Accounts receivable $ 103,623 $ 88,859
Less - allowance for credit losses (7,475) (6,860)
Accounts receivable $ 96,148 $ 81,999
v3.24.1.u1
Accounts Receivable, Net - Summary of Allowance for Credit Losses (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Balance at beginning of period $ 6,860 $ 6,362
Additions (adjustments) 968 243
Write-offs (356) (299)
Recoveries 3  
Balance at end of period $ 7,475 6,921
Cumulative Effect of Adoption    
Balance at end of period   $ 615
v3.24.1.u1
Inventories - Summary of Inventories (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Raw materials $ 13,341 $ 12,988
Work in process 858 810
Finished goods 13,495 14,455
Inventory $ 27,694 $ 28,253
v3.24.1.u1
Inventories - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Inventory reserve and obsolescence charged to cost of goods $ 2,515 $ 1,407
v3.24.1.u1
Property and Equipment, Net (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Property and equipment, gross $ 130,600 $ 130,347
Accumulated depreciation (74,745) (73,186)
Property and Equipment, Net, Total 114,245 116,228
Leasehold improvements    
Property and equipment, gross 62,129 60,819
Buildings    
Property and equipment, gross 4,943 4,943
Furniture, computers and equipment    
Property and equipment, gross 63,528 64,585
Construction in progress    
Property and Equipment, Net, Total $ 58,390 $ 59,067
v3.24.1.u1
Property and Equipment, Net - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Depreciation expense $ 3,072 $ 2,694
v3.24.1.u1
Goodwill and Intangible Assets - Intangible assets (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Original Cost $ 58,523 $ 58,523
Accumulated Amortization (43,553) (42,652)
Net Book Value 14,970 15,871
Developed Technology    
Original Cost 32,620 32,620
Accumulated Amortization (25,226) (24,666)
Net Book Value 7,394 7,954
Customer Relationships    
Original Cost 10,690 10,690
Accumulated Amortization (3,786) (3,519)
Net Book Value 6,904 7,171
Patent    
Original Cost 7,623 7,623
Accumulated Amortization (7,623) (7,623)
Net Book Value 0  
Independent sales agency network    
Original Cost 4,500 4,500
Accumulated Amortization (4,500) (4,500)
Net Book Value 0  
Trade Names and Trademarks    
Original Cost 2,080 2,080
Accumulated Amortization (1,627) (1,590)
Net Book Value 453 490
Non-compete agreements    
Original Cost 1,010 1,010
Accumulated Amortization (791) (754)
Net Book Value $ 219 $ 256
v3.24.1.u1
Goodwill and Intangible Assets - Additional Information (Detail) - USD ($)
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Goodwill $ 28,772,000   $ 28,772,000
Amortization of Intangible Assets 901,000 $ 1,230,000  
Impairment of goodwill $ 0 $ 0  
Developed Technology      
Weighted average remaining useful life 4 years 2 months 12 days    
Trade Names and Trademarks      
Weighted average remaining useful life 4 years 2 months 12 days    
Customer Relationships      
Weighted average remaining useful life 6 years 6 months    
Non-compete agreements      
Weighted average remaining useful life 1 year 6 months    
v3.24.1.u1
Accrued Expenses and Other Current Liabilities (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Personnel costs $ 24,078 $ 18,287
Royalties 6,582 3,075
Accrued but unpaid lease obligations and interest 2,448 2,326
Accrued milestone payment (Note 14) 2,500 2,500
Accrued option payment (Note 14) 2,500  
Accrued taxes 483 2,799
Other 1,168 1,087
Total Accrued Expenses and Other Current Liabilities $ 39,759 $ 30,074
v3.24.1.u1
Restructuring - Additional Information (Detail)
$ in Thousands
3 Months Ended
Feb. 03, 2023
Employees
Mar. 31, 2023
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Restructuring Cost and Reserve [Line Items]        
Number of reduction in employees | Employees 71      
Percentage of reduction in employees 7.00%      
Severance payments   $ 1,817    
Restructuring Charges   1,908    
Restructuring Reserve Current     $ 280 $ 904
Employee Cost        
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges   1,817    
Facility and Other        
Restructuring Cost and Reserve [Line Items]        
Restructuring Charges   $ 91    
v3.24.1.u1
Restructuring - Summary of liability related to the restructuring activities (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]    
Liability balance as of beginning $ 904 $ 1,192
Expenses   1,908
Cash disbursements and other adjustments (624) (2,013)
Liability balance as of ending $ 280 1,087
Employee    
Restructuring Cost and Reserve [Line Items]    
Liability balance as of beginning   1,010
Expenses   1,817
Cash disbursements and other adjustments   (1,740)
Liability balance as of ending   1,087
Other    
Restructuring Cost and Reserve [Line Items]    
Liability balance as of beginning   182
Expenses   91
Cash disbursements and other adjustments   (273)
Liability balance as of ending   $ 0
v3.24.1.u1
Debt Obligations (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Term loan $ 65,156 $ 66,563
Less debt discount and debt issuance cost (296) (332)
Term loan, net of debt discount and debt issuance cost $ 64,860 $ 66,231
v3.24.1.u1
Debt Obligations - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Aug. 06, 2021
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Secured debt   $ 65,156   $ 66,563
Term payment   $ 1,406 $ 938  
2021 Credit Agreement        
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.      
Debt Instrument, Description of Variable Rate Basis For SOFR Loans, the interest rate is a per annum interest rate equal to the Adjusted Term SOFR 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 Adjusted Term SOFR rate plus 1.0%, plus (2) an Applicable Margin between 1.00% to 2.25% based on the Total Net Leverage Ratio. On March 31, 2024, the applicable interest rate for outstanding borrowings is 7.64%.      
Applicable interest rate for outstanding borrowings   7.64%    
2021 Credit Agreement | Maximum [Member] | SOFR 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]        
'Debt instrument interest and applicable margin rate percentage 2.25%      
2021 Credit Agreement | Minimum [Member] | SOFR 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]        
'Debt instrument interest and applicable margin rate percentage 1.00%      
Term Loan [Member] | 2021 Credit Agreement        
Secured debt   $ 65,156   $ 66,563
Debt Issuance Costs, Net $ 604      
Debt instrument face amount 75,000      
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      
Term Loan [Member] | 2021 Credit Agreement | Due on Term Loan Maturity Date        
Remaining principal balance   50,625    
Revolving Credit Facility [Member] | 2021 Credit Agreement        
Line of credit   0    
Maximum borrowing capacity 125,000 $ 125,000    
Debt Issuance Costs, Net $ 1,223      
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%      
v3.24.1.u1
Debt Obligations - Future payments of term loan (Detail)
$ in Thousands
Mar. 31, 2024
USD ($)
2024 (remaining nine months) $ 4,218
2025 6,563
2026 54,375
Total $ 65,156
v3.24.1.u1
Stockholders' Equity and Stock-Based Compensation - Additional Information (Detail) - USD ($)
$ / shares in Units, $ in Thousands
1 Months Ended 3 Months Ended
Mar. 24, 2019
Mar. 31, 2024
Mar. 31, 2023
Jun. 30, 2022
Dec. 31, 2018
Options granted   2,640,601 3,554,528    
Restricted Stock Units [Member]          
Unrecognized stock compensation expense   $ 10,968      
Share-based compensation expected to be recognized over a weighted-average period   2 years 9 months 7 days      
RSU granted during the period   1,766,615 3,192,372    
Option          
Fair value of option vested   $ 3,669 $ 2,653    
Unrecognized stock compensation expense   $ 9,218      
Share-based compensation expected to be recognized over a weighted-average period   2 years 10 months 2 days      
Weighted average grant-date fair value   $ 1.89 $ 1.32    
Selling, General and Administrative Expenses          
Stock-based compensation expense   $ 2,407 $ 1,914    
2003 and 2018 Stock Incentive Plan | Maximum          
Stock option granted vesting period   5 years      
2003 and 2018 Stock Incentive Plan | Minimum          
Stock option granted vesting period   4 years      
2003 and 2018 Stock Incentive Plan | Option          
Stock option expiration period   10 years      
Common Class A          
Company issued acquisition of shares 728,548        
Common Class A | 2018 Stock Incentive Plan          
Common stock awards authorized       7,826,970 9,198,996
v3.24.1.u1
Stockholders' Equity and Stock-Based Compensation - Summary of Restricted Stock Units (Detail) - Restricted Stock Units (RSUs) [Member] - $ / shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]    
Unvested at December 31, 2023 3,898,331  
Unvested Granted 1,766,615 3,192,372
Unvested Vested (1,376,737)  
Unvested Canceled/forfeited (15,474)  
Unvested at March 31, 2024 4,272,735  
Unvested at December 31, 2023 $ 3.54  
Unvested Granted 3.43  
Unvested Vested 3.63  
Unvested Canceled/forfeited 5.52  
Unvested at March 31, 2024 $ 3.46  
v3.24.1.u1
Stockholders' Equity and Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 12 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Number of Options Outstanding 9,340,046    
Number of Options Granted 2,640,601 3,554,528  
Number of Options Exercised (152,250)    
Number of Options Canceled / forfeited (21,738)    
Number of Options Outstanding 11,806,659   9,340,046
Number of Options Options Exercisable 5,258,648    
Number of Options Options vested or expected to vest 10,457,197    
Weighted Average Exercise Price Outstanding $ 4.6    
Weighted Average Exercise Price Granted 3.43    
Weighted Average Exercise Price Exercised 1.18    
Weighted Average Exercise Price Cancelled / forfeited 5.85    
Weighted Average Exercise Price Outstanding 4.38   $ 4.6
Weighted Average Exercise Price Options Exercisable 4.92    
Weighted Average Exercise Price Options Vested or Expected to Vest $ 4.47    
Weighted Average Remaining Contractual Term (in years) Outstanding 7 years 3 months 10 days   6 years 7 months 28 days
Weighted Average Remaining Contractual Term (in years) Options Exercisable 5 years 2 months 4 days    
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest 7 years 10 days    
Aggregate Intrinsic Value Outstanding $ 10,267    
Aggregate Intrinsic Value Exercised 254    
Aggregate Intrinsic Value Options Canceled / forfeited 7    
Aggregate Intrinsic Value Outstanding 3,359   $ 10,267
Aggregate Intrinsic Value Options Exercisable 2,487    
Aggregate Intrinsic Value Options Vested or Expected to Vest $ 3,169    
v3.24.1.u1
Earnings Per Share (EPS) -Basic and diluted net loss per share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Earnings per Share [Line Items}    
Net Income $ (2,100) $ (2,969)
Weighted average common shares outstanding —basic 131,861,772 131,083,841
Weighted-average common shares outstanding—diluted 131,861,772 131,083,841
Earnings per share-basic $ (0.02) $ (0.02)
Earnings per share-diluted $ (0.02) $ (0.02)
v3.24.1.u1
Earnings Per Share (EPS) - Additional Information (Detail) - shares
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Common Class A    
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]    
Anti-dilutive shares excluded from the diluted EPS 1,542,861 800,395
v3.24.1.u1
Leases - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended 60 Months Ended
Aug. 11, 2021
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2027
Dec. 31, 2023
Aug. 31, 2021
Right-of-use asset   $ 38,616     $ 40,118  
Variable lease expenses   $ 1,126 $ 1,794      
Property Plant And Equipment            
Right-of-use asset           $ 4,943
275 Dan Road SPE LLC [Member]            
Purchase of building under the lease amount $ 6,013          
Dan Road Leases [Member] | Scenario Forecast [Member]            
Variable lease expenses       $ 8,060    
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        
v3.24.1.u1
Leases - Schedule of Accrued but Unpaid Lease Obligations (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Schedule Of Accrued But Unpaid Lease Obligations [Line Items]    
Total accrued but unpaid lease obligations   $ 5,273
Accrued interest on accrued but unpaid lease obligations $ 2,448 2,326
Principal [Member]    
Schedule Of Accrued But Unpaid Lease Obligations [Line Items]    
Total accrued but unpaid lease obligations $ 5,273 $ 5,273
v3.24.1.u1
Leases - Schedule of Lease Cost (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Leases [Abstract]    
Finance lease Amortization of right-of-use assets $ 288 $ 0
Finance lease Interest on lease liabilities 57 0
Total finance lease cost 345 0
Operating lease cost 2,203 2,291
Short-term lease cost 661 758
Variable lease cost 1,126 1,794
Total lease cost $ 4,335 $ 4,843
v3.24.1.u1
Leases - Summary of Balance Sheet Information Related To Finance Leases (Detail) - USD ($)
$ in Thousands
Mar. 31, 2024
Dec. 31, 2023
Lessee Disclosure [Abstract]    
Property and equipment, gross $ 3,454 $ 3,454
Accumulated depreciation (767) (479)
Property and equipment, net 2,687 $ 2,975
Finance lease obligations $ (2,707)  
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible Enumeration] Property, Plant and Equipment, Net Property, Plant and Equipment, Net
v3.24.1.u1
Leases - Summary of Cash Flow Information Related To Leases (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:      
Operating cash flows for operating leases $ 2,715 $ 2,468  
Operating cash flows for finance leases 57 0  
Financing cash flows for finance leases $ 262 $ 0  
Weighted-average remaining lease term      
Finance leases 2 years 3 months 29 days   2 years 6 months 29 days
Operating leases 6 years 3 months 21 days   6 years 5 months 26 days
Weighted-average discount rate      
Finance leases 7.91%   7.91%
Operating leases 4.75%   4.71%
v3.24.1.u1
Leases - Summary of Maturities of Lease Liabilities (Detail)
$ in Thousands
Mar. 31, 2024
USD ($)
Lessee Disclosure [Abstract]  
2024 (remaining nine months), Operating leases $ 7,580
2025, Operating leases 8,819
2026, Operating leases 7,657
2027, Operating leases 8,119
2028, Operating leases 3,580
Thereafter, Operating leases 15,108
Total lease payments 50,863
Less: interest (7,483)
Total lease liabilities 43,380
2024 (remaining nine months), Finance leases 959
2025, Finance leases 1,278
2026, Finance leases 737
2027, Finance leases 0
Total lease payments 2,974
Less: interest (267)
Total lease liabilities $ 2,707
v3.24.1.u1
Commitments and Contingencies - Additional Information (Detail) - USD ($)
$ in Thousands
1 Months Ended 3 Months Ended
Dec. 31, 2023
Nov. 30, 2023
Mar. 31, 2024
Mar. 31, 2023
License Agreement Resorba | Selling, General and Administrative Expenses        
Royalty Expense     $ 4,947 $ 1,440
Vivex Biologics Inc Member        
Agreement Renewal Term   1 year    
Initial term of agreement expiration date   Dec. 31, 2026    
Payment of upfront license fee   $ 5,000    
Straightline basis over the estimated life period   3 years    
Option payment     $ 2,500  
Milestone payment $ 2,500      
Vivex Biologics Inc Member | Maximum        
Agreement Renewal Term   5 years    
v3.24.1.u1
Taxes - Additional Information (Detail) - USD ($)
$ in Thousands
3 Months Ended
Mar. 31, 2024
Mar. 31, 2023
Income Tax Disclosure [Abstract]    
Effective Income Tax Rate Reconciliation, Percent, Total 51.10%  
Federal corporate income tax rate 21.00%  
Income tax benefit $ 2,243 $ 1,658

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