View Filing Data

Print Document View Excel Document

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2019	May 03, 2019
Document and Entity Information [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2019
Document Fiscal Year Focus	2019
Document Fiscal Period Focus	Q1
Entity Registrant Name	Organogenesis Holdings Inc.
Entity Central Index Key	0001661181
Current Fiscal Year End Date	--12-31
Entity Filer Category	Accelerated Filer
Trading Symbol	ORGO
Entity Common Stock, Shares Outstanding		91,316,039
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Entity Small Business	false

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Current assets:
Cash	$ 30,561	$ 21,291
Restricted cash	102	114
Accounts receivable, net	32,509	34,077
Inventory	17,972	13,321
Prepaid expenses and other current assets	3,918	2,328
Total current assets	85,062	71,131
Property and equipment, net	39,454	39,623
Notes receivable from related parties	496	477
Intangible assets, net	24,592	26,091
Goodwill	25,539	25,539
Deferred tax asset	238	238
Other assets	1,072	579
Total assets	176,453	163,678
Current liabilities:
Deferred acquisition consideration	5,000	5,000
Redeemable common stock liability		6,762
Current portion of notes payable		2,545
Current portion of capital lease obligations	2,337	2,236
Accounts payable	24,575	19,165
Accrued expenses and other current liabilities	20,395	20,388
Total current liabilities	52,307	56,096
Line of credit	30,984	26,484
Notes payable, net of current portion		12,578
Term loan	39,635
Deferred rent, net of current portion	179	130
Capital lease obligations, net of current portion	15,109	15,418
Other liabilities	5,680	5,931
Total liabilities	143,894	116,637
Commitments and contingencies (Note 13)
Stockholders' equity (deficit):
Common stock, $0.0001 par value; 400,000,000 shares authorized; 92,044,587 and 91,261,413 shares issued; 91,316,039 and 91,261,413 shares outstanding at March 31, 2019 and December 31, 2018, respectively.	9	9
Additional paid-in capital	178,124	177,272
Accumulated deficit	(145,574)	(130,240)
Total stockholders' equity	32,559	47,041
Total liabilities and stockholders' equity	$ 176,453	$ 163,678

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	400,000,000	400,000,000
Common stock, shares issued	92,044,587	91,261,413
Common stock, shares outstanding	91,316,039	91,261,413

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Income Statement [Abstract]
Net revenue	$ 57,123	$ 35,529
Cost of goods sold	16,980	14,521
Gross profit	40,143	21,008
Operating expenses:
Selling, general and administrative	48,893	38,165
Research and development	3,371	2,824
Total operating expenses	52,264	40,989
Loss from operations	(12,121)	(19,981)
Other income (expense), net:
Interest expense	(1,797)	(2,429)
Interest income	19	19
Change in fair value of warrants		(74)
Loss on the extinguishment of debt	(1,862)
Other income, net	132	5
Total other income (expense), net	(3,508)	(2,479)
Net loss before income taxes	(15,629)	(22,460)
Income tax expense	(37)	(28)
Net loss	$ (15,666)	$ (22,488)
Net loss per share—basic and diluted	$ (0.17)	$ (0.35)
Weighted average common shares outstanding—basic and diluted	90,604,107	64,320,931

Consolidated Statement of Redeemable Common Stock and Stockholders' Equity (Deficit) - USD ($) $ in Thousands	Total	Redeemable Common Stock	Common Stock	Additional Paid-in Capital	Accumulated Deficit
Balance at Dec. 31, 2017	$ (15,317)	$ 6,762	$ 6	$ 50,086	$ (65,409)
Balance (in shares) at Dec. 31, 2017		728,548	66,983,139
Proceeds from equity financing, net of issuance costs of $270	91,730		$ 2	91,728
Proceeds from equity financing, net of issuance costs of $270 (in shares)			15,561,473
Recapitalization costs	(11,206)			(11,206)
Exercise of stock options	119			119
Exercise of stock options (in shares)			76,654
Exercise of common stock warrants	2,707			2,707
Exercise of common stock warrants (in shares)			746,475
Issuance of common stock for extinguishment of debt	42,764		$ 1	42,763
Issuance of common stock for extinguishment of debt (in shares)			6,502,679
Common stock issued in exchange for AHPAC shares (in shares)			1,390,993
Stock-based compensation expense	1,075			1,075
Exercise of put option of redeemable common stock placed into treasury		$ (6,762)
Net loss	(64,831)				(64,831)
Balance at Dec. 31, 2018	$ 47,041		$ 9	177,272	(130,240)
Balance (in shares) at Dec. 31, 2018	91,261,413	728,548	91,261,413
Adoption of ASC 606	$ 332				332
Exercise of common stock warrants	628			628
Exercise of common stock warrants (in shares)			54,626
Stock-based compensation expense	224			224
Exercise of put option of redeemable common stock placed into treasury (in shares)		(728,548)	728,548
Net loss	(15,666)				(15,666)
Balance at Mar. 31, 2019	$ 32,559		$ 9	$ 178,124	$ (145,574)
Balance (in shares) at Mar. 31, 2019	91,316,039		92,044,587

Consolidated Statement of Redeemable Common Stock and Stockholders' Equity (Deficit) (Parenthetical) $ in Thousands	3 Months Ended
	Mar. 31, 2018 USD ($)
Issuance costs	$ 270

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Cash flows from operating activities:
Net loss	$ (15,666)	$ (22,488)	$ (64,831)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	902	872
Amortization of intangible assets	1,498	917
Non-cash interest expense	170	239
Non-cash interest income	(19)	(20)
Non-cash rent expense	49	14
Benefit recorded for sales returns and doubtful accounts	(76)	(208)	1,157
Provision recorded for inventory reserve	520	1,482
Stock-based compensation	224	317
Change in fair value of warrant liability		73
Loss on extinguishment of debt	1,862
Changes in fair value of forfeiture rights		589
Changes in operating assets and liabilities:
Accounts receivable	2,474	7,547
Inventory	(5,339)	(2,282)
Prepaid expenses and other current assets	(963)	(1,352)
Accounts payable	4,882	9,706
Accrued expenses and other current liabilities	176	(789)
Accrued interest - affiliate debt		797
Other liabilities	(252)	129
Net cash used in operating activities	(9,558)	(4,457)
Cash flows from investing activities:
Purchases of property and equipment	(317)	(65)
Net cash used in investing activities	(317)	(65)
Cash flows from financing activities:
Line of credit borrowings	4,500	3,075
Proceeds from term loan	40,000
Repayment of notes payable	(17,585)	(10)
Proceeds from the exercise of stock options		44
Redemption of redeemable common stock	(6,762)
Principal repayments of capital lease obligations	(209)	(18)
Payment of debt issuance costs	(811)	(9)
Net cash provided by financing activities	19,133	3,082
Change in cash and restricted cash	9,258	(1,440)
Cash and restricted cash, beginning of period	21,405	2,358	2,358
Cash and restricted cash, end of period	30,663	918	$ 21,405
Supplemental disclosure of cash flow information:
Cash paid for interest	1,627	2,190
Cash paid for income taxes	58	1
Supplemental disclosure of non-cash investing and financing activities:
Debt issuance costs included in accounts payable	113
Purchases of property and equipment in accounts payable and accrued expenses	415	$ 715
Exercise of common stock warrants included in prepaids and other current assets	$ 628

Nature of the Business and Basis of Presentation

3 Months Ended

Mar. 31, 2019

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Nature of the Business and Basis of Presentation

1. Nature of the Business and Basis of Presentation

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

The Company offers a comprehensive portfolio of products in the markets it serves that address patient needs across the continuum of care. The Company has and intends 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 the Company’s products. The majority of the existing and pipeline products in the Company’s portfolio have Premarket Application approval, Business License Applicant approval or Premarket Notification 510(k) clearance from the United States Food and Drug Administration (“FDA”). Given the extensive time and cost required to conduct clinical trials and receive FDA approvals, the Company believes its data and regulatory approvals provide us a strong competitive advantage. The Company’s product development expertise and multiple technology platforms provide a robust product pipeline which the Company believes will drive future growth.

Merger with Avista Healthcare Public Acquisition Corp

On December 10, 2018, Avista Healthcare Public Acquisition Corp., our predecessor company (“AHPAC”), consummated the previously announced merger (the “Avista Merger”) pursuant to an Agreement and Plan of Merger, dated as of August 17, 2018 (as amended, the “Avista Merger Agreement”), by and among AHPAC, Avista Healthcare Merger Sub, Inc., a Delaware corporation and a direct wholly owned subsidiary of AHPAC (“Avista Merger Sub”) and Organogenesis Inc., a Delaware corporation (“Organogenesis Inc.”). As a result of the Avista Merger and the other transactions contemplated by the Avista Merger Agreement, Avista Merger Sub merged with and into Organogenesis Inc., with Organogenesis Inc. surviving the Avista Merger and becoming a wholly owned subsidiary of AHPAC. AHPAC changed its name to Organogenesis Holdings Inc. (ORGO).

The Avista Merger was accounted for as a reverse merger in accordance with accounting principles generally accepted in the United States (“GAAP”). Under this method of accounting, AHPAC was treated as the “acquired” company for accounting purposes. This determination was primarily based on Organogenesis Inc.’s equity holders having a majority of the voting power of the combined company, Organogenesis Inc. comprising the ongoing operations of the combined entity, Organogenesis Inc. comprising a majority of the governing body of the combined company, and Organogenesis Inc.’s senior management comprising the senior management of the combined company. Accordingly, for accounting purposes, the Avista Merger was treated as the equivalent of Organogenesis Inc. issuing stock for the net assets of AHPAC, accompanied by a recapitalization. The net assets of AHPAC were recorded at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Avista Merger are those of Organogenesis Inc.

Going Concern

Through March 31, 2019, the Company has funded its operations primarily with cash flow from product sales and proceeds from loans from affiliates and entities controlled by its affiliates, sales of its common stock and third-party debt. The Company has incurred recurring losses since inception, including net losses of $15,666 for the three-month period ended March 31, 2019, and $22,488 for three months ended March 31, 2018. In addition, as of March 31, 2019, the Company had an accumulated deficit of $145,574 and working capital of $32,755. The Company expects to continue to generate operating losses for the foreseeable future. As of May 10, 2019, the issuance date of the consolidated financial statements for the three months ended March 31, 2019, the Company expects that its cash of $30,561 as of March 31, 2019, plus cash flows from product sales and availability under the New Credit Agreement (see Note 9), which was entered into in March 2019, will be sufficient to fund its operating expenses, capital expenditure requirements and debt service payments through at least May 31, 2020.

The Company may seek to raise additional funding through public and/or private equity financings, debt financings or other strategic transactions. There can be no assurance that the Company will be able to obtain additional debt or equity financing on terms acceptable to the Company, on a timely basis or at all. The failure of the Company to obtain sufficient funds on acceptable terms when needed could have a material adverse effect on the Company’s business, results of operations, and financial condition.

Summary of Significant Accounting Policies

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

The consolidated financial statements of the Company included herein have been prepared, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted from this report, as is permitted by such rules and regulations. Accordingly, these consolidated financial statements should be read in conjunction with the financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Annual Report”).

The unaudited consolidated interim financial statements include the accounts of Organogenesis Holdings Inc. (a Delaware corporation following the Domestication), and its wholly owned subsidiary, Organogenesis Inc. and the wholly owned subsidiaries of Organogenesis Inc., including Organogenesis GmbH (a Switzerland corporation) and Prime Merger Sub, LLC. For periods prior to the closing of the Avista Merger on December 10, 2018, the notes to the consolidated financial statements have been updated to give effect to the Avista Merger. All intercompany balances and transactions have been eliminated in consolidation. The Company considers events or transactions that occur after the balance sheet date but before the financial statements are issued to provide additional evidence relative to certain estimates or to identify matters that require additional disclosure. In the opinion of management, the unaudited consolidated interim financial statements reflect all adjustments, consisting of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position as of March 31, 2019, and the results of its operations and its cash flows for the three months ended March 31, 2019 and 2018. The results for the three months ended March 31, 2019 are not necessarily indicative of the results to be expected for the year ending December 31, 2019, any other interim periods, or any future year or period.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported results of operations during the reporting period. Actual results could differ from those estimates.

Summary of Significant Accounting Policies

The Company’s significant accounting policies are described in Note 2, “Summary of Significant Accounting Policies,” to the Consolidated Financial Statements included in the Annual Report. There have been no material changes to the significant accounting policies previously disclosed in the Annual Report other than as noted below.

Revenue from Contracts with Customers

Revenue Recognition

Revenue is recognized when, or as, obligations under the terms of a contract are satisfied, which occurs when control of the promised products or services is transferred to customers. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring products or services to a customer (“transaction price”). To the extent the transaction price includes variable consideration, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing the expected value method to which the Company expects to be entitled. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information (historical, current and forecasted) that is reasonably available. Sales, value add, and other taxes collected on behalf of third parties are excluded from revenue.

When determining the transaction price of a contract, an adjustment is made if payment from a customer occurs either significantly before or significantly after performance, resulting in a significant financing component. Applying the practical expedient in paragraph 606-10-32-18, the Company does not assess whether a significant financing component exists if the period between when the Company performs its obligations under the contract and when the customer pays is one year or less. None of the Company’s contracts contained a significant financing component as of March 31, 2019.

If the contract contains a single performance obligation, the entire transaction price is allocated to the single performance obligation. Contracts that contain multiple performance obligations require an allocation of the transaction price based on the estimated relative standalone selling prices of the promised products or services underlying each performance obligation. The Company determines standalone selling prices based on the price at which the performance obligation is sold separately. If the standalone selling price is not observable through past transactions, the Company estimates the standalone selling price taking into account available information such as market conditions and internally approved pricing guidelines related to the performance obligations. As of the adoption date of ASC 606, all of the Company’s contracts with customers contained a single performance obligation.

Disaggregation of Revenue

The following table sets forth revenue by product category:

	Three Months Ended March 31,
	2019		2018
Advanced Wound Care	$	47,844	$	29,223
Surgical & Sports Medicine		9,279		6,306
Total revenue	$	57,123	$	35,529

For the three months ended March 31, 2019 and March 31, 2018, net PuraPly revenue totaled $25,447 and $10,644, respectively. For the three months ended March 31, 2019 and March 31, 2018 revenue generated outside the US represented 1% of total revenue.

Results for reporting periods beginning January 1, 2019 are presented under ASC 606, while prior period amounts are not adjusted and continue to be reported under the accounting standards in effect at that time. The impact of the adoption of ASC 606 on the Company’s opening balances and for the three months ended March 31, 2019, in all financial statement line items impacted, was not significant from the amount that would have been reported under the previous guidance.

Product Revenue

The Company generates revenue through the sale of Advanced Wound Care and Surgical & Sports Medicine products. In the Advanced Wound Care market, the Company focuses on the development and commercialization of advanced wound care products for the treatment of chronic and acute wounds, primarily in the outpatient setting. In the Surgical & Sports Medicine market, the Company focuses on products that support the healing of musculoskeletal injuries, including degenerative conditions such as OA and tendonitis.

Product revenue is recognized when the customer obtains control of the Company’s product, which occurs at a point in time, and may be upon shipment, upon procedure date, or upon delivery based on the terms of a contract.

Reserves for Variable Consideration

Revenues from product sales are recorded at the net sales price (transaction price), which includes estimates of variable consideration for which reserves are established and which result from discounts or rebates that are offered within contracts between the Company and its customers relating to the Company’s sales of its products. These reserves are based on the amounts earned or to be claimed on the related sales and are classified as reductions of accounts receivable. Where appropriate, these estimates take into consideration a range of possible outcomes which are probability-weighted for relevant factors such as the Company’s historical experience, current contractual and statutory requirements, specific known market events and trends, industry data and forecasted customer buying and payment patterns. Overall, these reserves reflect the Company’s best estimates of the amount of consideration to which it is entitled based on the terms of the contract. The amount of variable consideration which is included in the transaction price may be constrained, and is included in the net sales price only to the extent that it is probable that a significant reversal in the amount of the cumulative revenue recognized will not occur in a future period. Actual amounts of consideration ultimately received may differ from the Company’s estimates. If actual results in the future vary from the Company’s estimates, the Company adjusts these estimates, which would affect net product revenue and earnings in the period such variances become known.

Product Returns

Consistent with industry practice, the Company generally offers customers a limited right of return for product due to over shipment or non-conforming shipment, or if the product was defective. The Company estimates the amount of its product sales that may be returned by its customers and records this estimate as a reduction of revenue in the period the related product revenue is recognized. The Company currently estimates product return reserves using its own historical sales information and if it becomes aware of other factors that it believes could significantly impact its expected returns, including product recalls, pricing changes, or change in reimbursement rates. These factors include its estimate of actual and historical return rates for non-conforming product and open return requests. The Company does not record an asset for returned product as it is discarded upon receipt.

Rebates and Allowances

The Company provides certain customers with rebates and allowances that are explicitly stated in the Company’s contracts and are recorded as a reduction of revenue in the period the related product revenue is recognized, resulting in a reduction to revenue and the establishment of a liability which is included in accrued expenses in the accompanying consolidated balance sheets. These rebates and allowances result from performance-based offers that are primarily based on attaining contractually specified sales volumes. The Company estimates the amount of rebates and allowances that are explicitly stated in the Company’s contracts and based on an estimate of the third party’s buying patterns and the resulting applicable contractual rebate to be earned over a contractual period.

Costs to Obtain or Fulfill a Customer Contract

Applying the practical expedient in ASC 340-40-25-4, the Company recognizes the incremental costs of obtaining contracts as an expense when incurred if the amortization period of the assets that the Company otherwise would have recognized is one year or less. These costs are included in selling, general, and administrative expenses. The Company accounts for shipping and handling activities related to contracts with customers as costs to fulfill the promise to transfer the associated products.

Adoption of ASC Topic 606,

Revenue from Contracts with Customers

The Company adopted ASC 606 on January 1, 2019, using the modified retrospective method for all contracts not completed as of the date of adoption. The reported results for fiscal year 2019 reflect the application of ASC 606 guidance while the reported results for fiscal year 2018 were prepared under the guidance of ASC 605, Revenue Recognition (ASC 605).

The adoption of ASC 606 will more closely align revenue recognition with the delivery of the Company’s services and will provide financial statement readers with enhanced disclosures. Historically, for certain customers, products were shipped in advance of the receipt of the purchase order and the Company recognized revenue on these products only upon receipt of a purchase order which is when the transaction price was deemed fixed and determinable. As control of these products has transferred upon use of the product in a procedure, the recognition of revenue will be accelerated to the procedure date under ASC 606. The adoption of

ASC 606

did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2019.

Reclassification of Prior Period Balances

Reclassifications have been made to prior period amounts to conform to the current-year presentation of the reporting of deferred interest and principal on outstanding capital lease obligations and deferred tenant escalations as long-term liabilities on the consolidated balance sheets. The deferred interest and tenant escalation amounts were previously reported as accrued expenses on the consolidated balance sheets and the deferred principal on the capital lease obligations were recorded as part of the current portion of capital lease obligations on the consolidated balance sheet. These reclassifications have no effect on the reported net loss or net equity for the years ended March 31, 2019 and December 31, 2018.

Recent Accounting Pronouncements – Issued But Not Yet Adopted

In February 2016, the FASB issued ASU No. 2016-02, Leases (“ASU 2016-02”), which applies to all leases and will require lessees to record most leases on the balance sheet but recognize expense in a manner similar to the current standard. In July 2018, the FASB issued ASU 2018-10,“Codification Improvements to Topic 842, Leases,” which provides narrow amendments to clarify how to apply certain aspects of ASU 2016-02, and ASU 2018-11, “Leases (Topic 842): Targeted Improvements,” which provides adopters an

additional transition method by allowing entities to initially apply ASU 2016-02, and subsequent related standards, at the adoption date and recognize a cumulative-effect adjustment to the opening balance of retained earnings in the period of adoption. ASU 2016-02 is effective for fiscal years beginning after December 15, 2018 for public business entities and interim periods within those years and for all other entities for years beginning after December 15, 2019. The Company is a public entity but took advantage of the relief provided for emerging growth companies to allow them to follow the private company adoption timelines. Entities are required to use a modified retrospective approach of adoption for leases that exist or are entered into after the beginning of the transition date. Full retrospective application is prohibited. The Company is in the process of updating its systems, policies and internal controls over financial reporting in anticipation of adopting these standards on January 1, 2020. The Company is evaluating the potential impact that the adoption of ASU 2016-02 and the amendments will have on the Company’s consolidated financial statements.

In August 2018, the FASB issued ASU No. 2018-13, Fair Value Measurement (Topic 820), Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement (“ASU 2018-13”). The amendments in this ASU require certain existing disclosure requirements in Topic 820 to be modified or removed, and certain new disclosure requirements to be added to the Topic. In addition, this ASU allows entities to exercise more discretion when considering fair value measurement disclosures. ASU 2018-13 will be effective for the Company beginning January 1, 2020 with early adoption permitted. The Company is in the process of evaluating the impact of ASU 2018-13 on its consolidated financial statements and related disclosures.

Fair Value of Financial Assets and Liabilities

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value of Financial Assets and Liabilities

3. Fair Value of Financial Assets and Liabilities

The following tables present information about the Company’s financial assets and liabilities measured at fair value on a recurring basis and indicate the level of the fair value hierarchy utilized to determine such fair values. There were no transfers between fair value measurement levels during the three months ended March 31, 2019:

	Fair Value Measurements
	as of December 31, 2018 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Redeemable common stock liability	$	—	$	—	$	6,762	$	6,762
	$	—	$	—	$	6,762	$	6,762

Redeemable Common Stock

On March 24, 2017, the Company issued 728,548 shares of Class A common stock in connection with the NuTech Medical acquisition (see Note 7), which were recorded at their fair value of $8.69 per share. These shares included a put right allowing the holder to put the shares back to the Company at an agreed-upon exercise price of $9.28 per share on March 24, 2019. The Company also had the right to call the shares at an agreed-upon exercise price of $9.28 per share prior to the second anniversary of the acquisition. These shares had been classified as temporary equity and had been accreted to the full redemption amount of $9.28 per share as the holder had the right to exercise the put right on March 24, 2019. These shares had the same rights and preferences as common stock. In December 2018, the Company received notification that the put option would be exercised. Accordingly, the Company reclassified the carrying value of the redeemable Class A common stock of $6,762 to a current liability as of December 31, 2018. The liability was settled in March 2019. As of March 31, 2019, the aforementioned 728,548 shares are held as treasury stock.

Accounts receivable, net

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Accounts receivable, net

4. Accounts receivable, net

Accounts receivable consisted of the following:

	March 31, 2019			December 31, 2018
Accounts receivable	$	35,801		$	37,497
Less — allowance for sales returns and doubtful accounts		(3,292	)		(3,420	)
	$	32,509		$	34,077

The Company’s allowance for sales returns and doubtful accounts was comprised of the following:

Balance as of December 31, 2017	$	3,225
Additions		1,157
Write-offs		(962	)
Balance as of December 31, 2018		3,420
Reductions		(76	)
Write-offs		(52	)
Balance as of March 31, 2019	$	3,292

- Definition

The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.

+ References + Details

Inventories

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Inventories

5. Inventories

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

	March 31, 2019		December 31, 2018
Raw materials	$	6,865	$	4,711
Work in process		1,440		1,759
Finished goods		9,667		6,851
	$	17,972	$	13,321

Raw materials include various components used in the Company’s manufacturing process. The Company’s excess and obsolete inventory review process includes analysis of sales forecasts and historical sales as compared to inventory, and working with operations to maximize recovery of excess inventory. During the three months ended March 31, 2019 and 2018, the Company charged $520 and $1,482, respectively, to cost of goods sold within the consolidated statements of operations. As of March 31, 2019 and December 31, 2018, the Company recorded a reserve for excess and obsolete inventory of $2,836 and $2,951, respectively.

Property and Equipment, Net

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

6. Property and Equipment, Net

Property and equipment consisted of the following:

	March 31, 2019			December 31, 2018
Leasehold improvements	$	34,383		$	34,345
Furniture, computers and equipment		45,169			44,752
		79,552			79,097
Accumulated depreciation and amortization		(63,337	)		(62,435	)
Construction in progress		23,239			22,961
	$	39,454		$	39,623

Depreciation expense was $902 and $872 for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019 and December 31, 2018, the Company had $21,689 of buildings under capital leases recorded within leasehold improvements. As of March 31, 2019 and December 31, 2018, the Company had $12,878 and $12,579 recorded within accumulated depreciation and amortization related to buildings under capital leases, respectively. Construction in progress primarily represents ongoing construction work on the 275 Dan Road SPE, LLC property.

Goodwill and Intangible Assets

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

7. Goodwill and Intangible Assets

In March 2017, the Company purchased Nutech Medical, Inc. (“NuTech Medical”) pursuant to an Agreement of Plan of Merger (“NuTech Merger Agreement”) dated March 18, 2017. As a result of this transaction, NuTech Medical merged with and into Prime Merger Sub, LLC, with Prime Merger Sub, LLC surviving the merger as a wholly-owned subsidiary of the Company. The Company recorded $19,446 of goodwill associated with the acquisition of NuTech Medical. Goodwill was $25,539 as of March 31, 2019 and December 31, 2018. There were no impairments recorded against goodwill during the three months ended March 31, 2019 and year ended December 31, 2018.

Identifiable intangible assets consisted of the following as of March 31, 2019:

	Original Cost		Accumulated Amortization			Net Book Value
Developed technology	$	29,820	$	(9,145	)	$	20,675
Trade names and trademarks		2,000		(472	)		1,528
Independent sales agency network		4,500		(2,302	)		2,198
Non-compete agreements		260		(69	)		191
Total	$	36,580	$	(11,988	)	$	24,592

Identifiable intangible assets consisted of the following as of December 31, 2018:

	Original Cost		Accumulated Amortization			Net Book Value
Developed technology	$	29,820	$	(8,454	)	$	21,366
Trade names and trademarks		2,000		(413	)		1,587
Independent sales agency network		4,500		(1,569	)		2,931
Non-compete agreements		260		(53	)		207
Total	$	36,580	$	(10,489	)	$	26,091

Amortization of intangible assets, calculated on a straight-line basis, was $1,498 and $917 for the three months ended March 31, 2019 and 2018, respectively.

Accrued Expenses

3 Months Ended

Mar. 31, 2019

Payables and Accruals [Abstract]

Accrued Expenses

8. Accrued Expenses

Accrued expenses and other current liabilities consisted of the following:

	March 31,		December 31,
	2019		2018
Accrued personnel costs	$	15,472	$	15,218
Other		4,923		5,170
	$	20,395	$	20,388

Line of Credit and Notes Payable

3 Months Ended

Mar. 31, 2019

Line of Credit Facility [Abstract]

Line of Credit and Notes Payable

9. Line of Credit and Notes Payable

Line of credit and notes payable consisted of the following:

	March 31,			December 31,
	2019			2018
Line of credit	$	30,984		$	26,484
Term loan	$	40,000		$	—
Less debt discount		(365	)		—
Less current maturities		—			—
Term loan, net of debt discount	$	39,635		$	—
Notes payable	$	—		$	15,885
Less debt discount		—			(762	)
Less current maturities		—			(2,545	)
Notes payable, net of debt discount	$	—		$	12,578

New Credit Agreement

In March 2019, the Company and its subsidiaries, Organogenesis Inc. and Prime Merger Sub, LLC (collectively, and jointly and severally, “Borrower”), and Silicon Valley Bank (“SVB”), as Administrative Agent, Issuing Lender and Swingline Lender, and the several other lenders thereto (the “Lenders”) entered into a Credit Agreement (the “New Credit Agreement”) providing for a term loan (the “Term Loan Facility”) and a revolving credit facility (the “Revolving Facility”, and together with the Term Loan Facility, the “Debt Facility”) in an aggregate principal amount

of $100,000.

The Term Loan Facility is structured in three tranches, as follows: (i) the first tranche of $40,000 was made available to Borrower and fully funded on March 14, 2019; (ii) the second tranche of $10,000 will be made available to Borrower until September 30, 2019 upon: (a) the Lenders’ receipt of financial statements for the quarter ended June 30, 2019, (b) Borrower’s demonstrated compliance with the financial covenants in the New Credit Agreement and (c) Borrower’s achievement of trailing twelve month revenue of at least $221,250 and a trailing three month EBITDA (as defined in the New Credit Agreement) loss not in excess of $5,000; and (iii) the third tranche of $10,000 will be made available to Borrower until March 31, 2020 upon the Lenders’ confirmation of Borrower’s compliance with the financial covenants in the Credit Agreement through December 31, 2019; provided, however, that if Borrower does not achieve the milestones required for the second tranche, the amount that may become available under the third tranche will be increased from $10,000 to $20,000. The interest rate for term loan advances made under the Term Loan Facility is a per annum interest rate equal to 3.75% above the Wall Street Journal Prime Rate. The New Credit Agreement requires Borrower to make monthly interest-only payments on outstanding balances under the Term Loan Facility through March 14, 2021. Thereafter, each term loan advance will be repaid in thirty-six equal monthly installments of principal, plus accrued interest, with the Term Loan Facility maturing on March 14, 2024 (the “Term Loan Maturity Date”).

Borrower’s final payment on the Term Loan Facility, due on the Term Loan Maturity Date, will include all outstanding principal and accrued and unpaid interest under the Term Loan Facility, plus a final payment (the “Final Payment”) equal to the original aggregate principal amount of the Term Loan Facility multiplied by 6.25%. Borrower may prepay the Term Loan Facility, subject to paying the Prepayment Premium (described below) and the Final Payment. The Prepayment Premium is equal to 3.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs on or prior to the one year anniversary of the closing, 2.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after such one year anniversary and prior to the second anniversary of the closing, and 1.00% of the outstanding principal amount of the Term Loan Facility if the prepayment occurs after the two year anniversary but prior to the three year anniversary of the closing, and 0% thereafter. Once repaid, amounts borrowed under the Term Loan Facility may not be re-borrowed.

The Revolving Facility is equal to the lesser of $40,000

and the amount determined by the Borrowing Base, which is defined as a percentage of the Company’s book value of qualifying finished goods inventory and eligible accounts receivable.

The interest rate for advances under the Revolving Facility is a floating per annum interest rate equal to the

Wall Street Journal

Prime Rate. In the event that the aggregate amount of interest earned by the Lenders from the Revolving Facility in any given month is less than the interest that would have been earned if Borrower had average outstanding advances in an amount equal to 25% of the then-available Revolving Commitments (as defined in the New Credit Agreement) then Borrower must pay the Agent Minimum Interest (as defined in the New Credit Agreement) in an amount equal to interest that would have accrued if average outstanding advances under the Revolving Facility had been 25% of the then-available Revolving Commitments less any interest actually earned by the Lenders. Borrower is also required to pay an unused line fee equal to 0.25% per annum, calculated based on the difference of $40,000

minus

the greater of (i) the average balance outstanding under the Revolving Facility for such period and (ii) 25% of the then-available Revolving Commitments. The maturity date for advances made under the Revolving Facility is March 14, 2024.

Borrower may elect to reduce or terminate the Revolving Facility in its entirety at any time by repaying all outstanding principal, unpaid accrued interest and a reduction or termination fee equal to 4.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs on or prior to the one year anniversary of the closing, 3.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs after such one year anniversary and prior to the second anniversary of the closing, and 2.00% of the aggregate Revolving Commitments so reduced or terminated if the reduction or termination occurs after the two year anniversary but prior to the three year anniversary of the closing, and $0 thereafter.

Under the New Credit Agreement, Borrower is required to achieve Minimum Trailing Twelve Month Consolidated Revenue (as defined in the New Credit Agreement), tested quarterly, at the following levels: $200,000 for the trailing twelve months ending March 31, 2019; $213,500 for the trailing twelve months ending June 30, 2019; $221,250 for the trailing twelve months ending September 30, 2019; and $231,500 for the trailing twelve months ending December 31, 2019, with minimum revenue covenant levels for 2020 to be agreed between the Lenders and the Borrower no later than February 15, 2020. In addition, Borrower is required to maintain Minimum Liquidity (as defined in the New Credit Agreement) equal to the greater of (i) 6 months Monthly Burn (as defined in the New Credit Agreement) and (ii) $10,000. Finally, on or prior to December 31, 2019, Borrower is obligated to enter into amended lease agreements with the owners of its facilities on Dan Road in Canton, Massachusetts providing for a lease term ending on a date that is later than March 14, 2024 and including arm’s length terms with respect to assignability, bankruptcy, early termination and other provisions as the Lenders deem reasonably necessary.

As of March 31, 2019, the Company has drawn down the first tranche of $40,000 from the Term Loan Facility

and has an outstanding balance of

$30,984

under

the Revolving Facility

with $2,614 available for future revolving borrowings

. The Company incurred costs of $554 in connection with the Term Loan Facility, of which $370 is recorded as a reduction of the carrying value of the term loan on the Company’s consolidated balance sheet and will be amortized to interest expense through the Term Loan Maturity Date and $185 related to the second and third tranche is recorded in other assets until the respective funding occurs. Interest expense recognized in the three months ended March 31, 2019 under the Term Loan Facility is $223. In connection with the Revolving Facility, the Company incurred costs of $370, which are recorded as other assets and amortized to interest expense through March 14, 2024. I

nterest expense recognized in the three months ended March 31, 2019 under the Revolving Facility is

$80. Accrued interest on the Term Loan Facility and Revolving Facility totaled $292 as of March 31, 2019. As of March 31, 2019, the unamortized portion of the costs for the Term Loan Facility and the Revolving Facility were $365 and $627, respectively.

Future payments of Term Loan Facility, as of March 31, 2019, are as follows

for the calendar years ended December 31:

2019	$	—
2020		—
2021		12,222
2022		13,333
2023		13,333
2024		1,112
Total	$	40,000

Credit Agreement

On March 21, 2017, the Company entered into a credit agreement (the “Credit Agreement”) with SVB whereby SVB agreed to extend to the Company a revolving credit facility in an aggregate amount not to exceed $30,000 with a letter of credit sub-facility and a swing line sub-facility as a sublimit of the revolving loan facility. The amount available to borrow under both sub-facilities was dependent on a borrowing base, which was defined as a percentage of the Company’s book value of qualifying finished goods and eligible accounts receivable. The Credit Agreement required that a portion of the proceeds be used to pay in full, all amounts then outstanding under an existing line of credit agreement. As of December 31, 2018, the Company had borrowed an aggregate of $26,484 under the revolving credit facility and the total amount available for future revolving borrowings was $3,516.

In April 2018, the Company further amended its Credit Agreement in order to receive additional funding of $5,000 through a term loan. The amendment increased the commitment under the Credit Agreement to an aggregate amount not to exceed $35,000, consisting of a term loan not to exceed $5,000 and a revolving loan not to exceed $30,000. In December 2018, the Company fully repaid and cancelled the term loan including the outstanding principal and accrued and unpaid interest.

On March 14, 2019, $26,541, representing all outstanding amounts relating to the revolving borrowing due under the Credit Agreement, including unpaid principal and accrued interest, was rolled into the New Credit Agreement. Interest expense associated with the Credit Agreement for the three months ended March 31, 2019 and March 31, 2018 is $398 and $374, respectively, which includes interest expense related to the amortization of deferred financing costs of $56 and $54 for the three months ending March 31, 2019 and March 31, 2018, respectively.

Master Lease Agreement

On April 28, 2017, the Company entered into a master lease agreement with Eastward Fund Management LLC that allowed the Company to borrow up to $20,000 on or prior to June 30, 2018. Of the allowable amount, the Company borrowed a total of $16,000. If the Company elected to prepay the loan or terminated the loan early within the first 24 months, the Company was required to pay an additional 3% of the outstanding principal, and any accrued and unpaid interest and fees. This prepayment fee decreased to 2% after the first 24 months. A final payment fee of 6.5% multiplied by the principal amount of the borrowings under the ML Agreement was due upon the earlier to occur of the first day of the final payment term month or prepayment of all outstanding principal. In March 2019, upon entering into the New Credit Agreement, the Company paid an aggregate amount of $17,649 due under the ML Agreement, including unpaid principal, accrued interest, final payment, and early termination penalty, with proceeds from the New Credit Agreement and the ML Agreement was terminated. The interest expense associated with the ML Agreement for the three months ended March 31, 2019 and 2018 was $461 and $532, respectively, including interest expense related to the amortization of the debt discount of $69 and $73 during the three months ending March 31, 2019 and March 31, 2018, respectively. Upon termination of the ML Agreement, the Company recognized $1,862 as loss on the extinguishment of the loan.

Stockholders' Equity

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Stockholders' Equity

10. Stockholders’ Equity

Common Stock

As of March 31, 2019, the authorized capital stock of the Company included 400,000,000 shares of common stock, $0.0001 par value, respectively.

At March 31, 2019 and December 31, 2018, the Company has reserved the following shares of common stock for future issuance:

	March 31, 2019		December 31, 2018
Shares reserved for issuance under the Organogenesis Inc. 2003 Stock Incentive Plan (the “2003 Plan”)		6,584,397		6,590,725
Shares reserved for issuance under the Organogenesis Holdings Inc. 2018 Equity Incentive Plan (the “2018 Plan”)		9,108,996		9,108,996
Shares reserved for issuance under the warrants		17,678,074		17,732,700
Total shares of authorized common stock reserved for future issuance		33,371,464		33,432,421

Stock-Based Compensation

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock-Based Compensation

11. Stock-Based Compensation

2018 Stock Incentive Plan

On November 28, 2018, the board of directors of the Company adopted, and on December 10, 2018 the Company’s stockholders approved, the 2018 Plan. The purposes of the 2018 Plan are to (i) provide long-term incentives and rewards to those employees, officers, directors and other key persons (including consultants) of the Company and its subsidiaries who are in a position to contribute to the long-term success and growth of the Company and its subsidiaries, (ii) to assist the Company and its subsidiaries in attracting and retaining persons with the requisite experience and ability, and (iii) to more closely align the interests of such employees, officers, directors and other key persons with the interests of the Company’s stockholders.

The 2018 Plan authorizes the Company’s board of directors or a committee of not less than two independent directors (in either case, the “Administrator”) to grant the following types of awards: non-statutory stock options; incentive stock options; restricted stock awards; restricted stock units; stock appreciation rights; unrestricted stock awards; performance share awards; and dividend equivalent rights. The 2018 Plan is administered by the Company’s board of directors. Stock options awarded under the 2018 Plan expire 10 years after the grant date. Stock options granted to employees of the Company typically vest over four or five years.

As of March 31, 2019, a total of 9,198,996 shares of Class A common stock have been authorized to be issued under the 2018 Plan (subject to adjustment in the case of any stock dividend, stock split, reverse stock split, or similar change in capitalization of the Company). As of March 31, 2019, options to purchase 90,000 shares of Class A common stock were outstanding under the 2018 Plan. No other awards have been issued under the 2018 Plan.

In respect of any shares of Class A common stock under any award under the 2018 Plan which shares are forfeited, canceled, satisfied without the issuance of shares of Class A common stock, otherwise terminated, or, for shares of Class A common stock issued pursuant to any unvested full value award, reacquired by the Company at not more than the grantee’s purchase price (other than by exercise) (“Unissued Shares”), such Unissued Shares shall be added back to the pool of authorized shares under the 2018 Plan except that upon the exercise of any award to the extent that the Award is exercised through tendering (or attesting to) previously owned shares or through withholding shares that would otherwise be awarded and to the extent shares are withheld for tax withholding purposes, the pool of authorized shares shall be reduced by the gross number of shares of Class A common stock being exercised without giving effect to the number of shares tendered or withheld.

Subject to the requirements of law or any stock exchange or similar rules which would require a vote of the Company’s stockholders, the Administrator may, at any time, amend or discontinue the 2018 Plan and the Administrator may, at any time, amend or cancel any outstanding award for the purpose of satisfying changes in law or for any other lawful purpose, but no such action shall adversely affect rights under any outstanding award without the holder’s consent.

The Company recorded stock-based compensation expense for options granted of $22 within selling, general and administration expense in the consolidated statement of operations during the three months ended March 31, 2019.

2003 Stock Incentive Plan

The 2003 Plan, provides for the Company to issue restricted stock awards, or to grant incentive stock options or non-statutory stock options. Incentive stock options may be granted only to the Company’s employees. Restricted stock awards and non-statutory stock options may be granted to employees, members of the board of directors, outside advisors and consultants of the Company.

As of the closing of the Avista Merger on December 10, 2018, a total of 7,176,715 shares of Class A common stock were issuable upon exercise of outstanding options under the 2003 Plan. Effective as of the closing of the Avista Merger on December 10, 2018, no additional awards may be made under the 2003 Plan and as a result (i) any shares in respect of stock options that are expired or terminated under the 2003 Plan without having been fully exercised will not be available for future awards; (ii) any shares in respect of restricted stock that are forfeited to, or otherwise repurchased by us, will not be available for future awards; and (iii) any shares of common stock that are tendered to the Company by a participant to exercise an award will not be available for future awards.

Following the closing of the Avista Merger, the 2003 Plan is administered by the Company’s board of directors. Stock options awarded under the 2003 Plan expire 10 years after the grant date. Stock options granted to employees of the Company typically vest over four or five years.

The Company recorded stock-based compensation expense for options granted to employees of $202 and $317 within selling, general and administration expense in the consolidated statement of operations during the three months ended March 31, 2019 and March 31, 2018, respectively.

Stock Option Valuation

No stock options were granted during the three months ended March 31, 2019. The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees during the three months ended March 31, 2018 were as follows, presented on a weighted average basis:

Risk-free interest rate		2.73	%
Expected term (in years)		5.89
Expected volatility		42.0	%
Expected dividend yield		0.0	%
Exercise price	$	5.99
Fair value of common share	$	5.82

Stock Options

The following table summarizes the Company’s stock option activity since December 31, 2018 (in thousands, except share and per share amounts):

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
	Number of			Exercise		Term		Intrinsic
	Shares			Price		(in years)		Value
Outstanding as of December 31, 2018		7,266,715		$	1.91		5.89		33,976
Granted		—			—
Cancelled / forfeited		(6,328	)		2.93
Exercised		—			—
Outstanding as of March 31, 2019		7,260,387			1.91		5.65		33,953
Options exercisable as of March 31, 2019		5,668,574			1.54		5.00		28,547
Options vested or expected to vest as of March 31, 2019		6,976,993		$	1.83		5.53		33,178

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 had 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 period ended December 31, 2018 was $2.39.

The total fair value of options vested during the period ended March 31, 2019 and year ended December 31, 2018 was $266 and $963, respectively.

As of March 31, 2019, the total unrecognized stock compensation expense was $1,571 and is expected to be recognized over a weighted-average period of 2.62 years.

At March 31, 2019, there was one partial recourse note outstanding totaling $635, which was secured with the 675,990 shares and options held by the former executive (see Note 14). As a result of the loan still outstanding, the 675,990 options securing the loan are included within the options outstanding and recorded at par value with an offset to additional paid in capital.

Net Loss Per Share

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Net Loss Per Share

12. Net Loss per Share

The Company’s potentially dilutive securities, which include stock options and warrants to purchase shares of Class A common stock, have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. Therefore, the weighted average number of common shares outstanding used to calculate both basic and diluted net loss per share attributable to common stockholders is the same. The Company excluded the following potential shares of Class A of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Organogenesis Holdings Inc. for the periods indicated because including them would have had an anti-dilutive effect:

	Three Months Ended March 31,
	2019		2018
Options to purchase common stock		7,260,387		7,265,457
Redeemable common stock		—		728,548
Warrants to purchase common stock		17,678,074		1,561,485
		24,938,461		9,555,490

Commitments and Contingencies

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure

13. Commitments and Contingencies

Capitalized Leases

On January 1, 2013, the Company entered into capital lease arrangements with 65 Dan Road SPE, LLC,

85 Dan Road Associates, LLC, Dan Road Equity I, LLC and

275 Dan Road SPE, LLC for

office and laboratory space in Canton, Massachusetts. 65 Dan Road SPE, LLC, 85 Dan Road Associates, LLC, Dan Road Equity I, LLC and

275 Dan Road SPE, LLC are related parties as the owners of these entities are also stockholders of the Company. The

leases terminate on December 31, 2022 and each contain a one renewal option for a five year period at the greater of (i) rent for the last year of the prior term, or (ii) rental rates equal to the then fair market value. Notice of the exercise of this renewal option is due one year prior to expiration of the initial term. Aggregate annual

lease payments are approximately $4,308 with future rent increases of 10% effective January 1, 2022.

The Company records the capital lease asset within property and equipment and the liability is recorded within the capital lease obligations on the consolidated balance sheets.

As of March 31, 2019 and December 31, 2018, the Company owed an aggregate of $10,336 and $10,293, respectively, of accrued but unpaid lease obligations. These accrued but unpaid lease obligations are subordinated to the New Credit Agreement.

The principal portion of rent in arrears on the capital leases totaled $5,579 and $5,265 as of March 31, 2019 and December 31, 2018, respectively and is included in the long-term portion of capital lease obligations. The interest portion of rent in arrears totaled $3,984 and $4,174 as of March 31, 2019 and December 31, 2018, respectively and is included in other liabilities on the consolidated balance sheets. In addition to rent, the Company is responsible for payment of all operating costs and common area maintenance under the aforementioned leases.

As of March 31, 2019 and December 31, 2018 the Company owed $773 and $854, respectively, of operating and common area maintenance costs which are included in other liabilities on the consolidated balance sheets.

2019 (remaining nine months)	$	3,231
2020		4,308
2021		4,308
2022		4,738
Thereafter		9,563
		26,148
Less amount representing interest		(8,702	)
Present value of minimum lease payments		17,446
Less current maturities		(2,337	)
Long-term portion	$	15,109

Operating Lease

During November 2011, the Company entered into vehicle lease and fleet services agreements for the lease of vehicles and service on these vehicles for certain employees. The minimum lease term for each newly leased vehicle is one year with three consecutive one-year renewal terms. Lease expense associated with the lease of the vehicles for the three months ended March 31, 2019 and 2018 was $881 and $660, respectively.

During March 2014, in conjunction with the acquisition of Dermagraft from Shire plc, the Company entered into a rental sublease agreement for certain operating and office space in California. The original sublease agreements called for escalating monthly rental payments and was set to expire on January 2017. These sublease agreements were renegotiated in 2016 and subsequently extended through 2021. Rent expense is being recorded on a straight-line basis over the term of the lease. Rent expense associated with this lease agreement for the three months ended March 31, 2019 and 2018 was $389.

On March 13, 2019, the Company entered into an agreement to lease approximately 43,850 square feet of office and laboratory space in Norwood, Massachusetts. Pursuant to the lease agreement, the lease commenced on March 13, 2019. The rent commencement date will be February 1, 2020. The initial lease term is ten years from the rent commencement date and includes an early option for an early extension term of five years which is exercisable during the first two years after the rent commencement date. In addition to the early extension term, the lease provides the Company with an option to extend the lease term for a period of ten years, in addition to the five-year early extension term, if exercised, at rental rates equal to the then fair market value. Annual lease payments during the first year are $1,052 with increases of $44 each year during the initial

ten-year

lease term with increase of $44 during the first year of the early extension term and $33 during years two through five of the early extension term. Upon execution of the agreement, the Company delivered a security deposit in the form of a letter of credit of $526 to the landlord. Following 36 months from the rent commencement date the security deposit may be reduced by $263. Rent expense is recognized on a straight-line basis over the term of the lease. Rent expense associated with this lease totaled $52 for the three months ended March 31, 2019. As of March 31, 2019, deferred rent totaled $52.

Future minimum lease payments due under noncancelable operating lease agreements as of March 31, 2019 are as follows:

2019 (remaining nine months)	$	3,026
2020		4,959
2021		4,386
2022		1,774
2023		1,180
Thereafter		8,123
	$	23,448

Royalty Commitments

The Company entered into a license agreement with a university for certain patent rights related to the development, use and production of one of its advanced wound care products. Under this agreement, the Company incurred a royalty based on a percentage of net product sales, for the use of these patents until the patents expired, which was in November 2006. Accrued royalties totaled $1,187 as of March 31, 2019 and December 31, 2018, and are classified as part of accrued expenses on the Company’s consolidated balance sheets. There was no royalty expense incurred during the three months ended March 31, 2019 or 2018 related to this agreement.

In October 2017, the Company entered into a license agreement to resolve a patent infringement claim by 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, 2016, through the expiration date of the underlying patent, subject to minimum royalty payment provisions. The Company recorded royalty expense of $788 and $388 during the three months ended March 31, 2019 and 2018, respectively, within selling, general and administrative expenses on the consolidated statement of operations. The Company is required to make one final payment of $150 in April 2019, related to maintenance of the underlying patent.

Legal Proceedings

In conducting its activities, the Company, from time to time, is subject to various claims and also has claims against others. In management’s opinion, the ultimate resolution of such claims would not have a material effect on the financial position of the Company. The Company accrues for these claims when amounts due are probable and estimable.

The Company accrued $1,000 as of March 31, 2019 and December 31, 2018 in relation to certain pending lawsuits.

The purchase price for NuTech Medical included $7,500 of future payments issued as deferred acquisition consideration. As of March 31, 2019, the Company has paid $2,500 in deferred acquisition consideration. The amount, if any, of the remaining $5,000 of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical is currently in dispute. As of March 31, 2019, the Company recorded $692 of accrued interest related to the deferred acquisition consideration which is recorded in accrued expenses and other current liabilities. The Company has asserted certain claims for indemnification that would offset in whole or in part its payment obligation and the sellers of NuTech Medical have filed a lawsuit alleging breach of contract and seeking specific performance of the alleged payment obligation and attorneys’ fees.

Related Party Transactions

3 Months Ended

Mar. 31, 2019

Related Party Transactions

14. Related Party Transactions

Capital lease obligations to affiliates are further described in Notes 13.

During 2010, the Company’s board of directors approved a loan program that permitted the Company to make loans to three executives of the Company (the “Employer Loans”) to (i) provide them with liquidity (“Liquidity Loans”) and (ii) fund the exercise of vested stock options (“Option Loans”). The Employer Loans mature with all principal and accrued interest due on the tenth anniversary of the issuance date of each subject loan, except that in certain circumstances the Employer Loans may mature earlier. The borrower may prepay all or any portion of his Employer Loan at any time without premium or penalty. Interest on the Employer Loans accrues at various rates ranging from 2.30%—3.86% per annum, compounded annually. The Employer Loans are secured by stock and options in the Company held by the borrowers. The Company has no personal recourse against the borrowers beyond the pledged shares and options.

As of March 31, 2019 and December 31, 2018, Liquidity Loans to two former executives remain outstanding with an aggregate principal balance of $2,350. As of March 31, 2019 and December 31, 2018, Option Loans to one former executive was outstanding with an aggregate principal balance of $635 and was secured by 675,990 shares of Class A common stock held by the former executive (see Note 11). T

he net principal and interest receivable under the Employer Loans as of March 31, 2019 and December 31, 2018 was $496 and $477, respectively, and is included in the notes receivable from related parties balance in the consolidated balance sheets. Interest income related to these notes was $19 for three months ended March 31, 2019 and 2018.

In connection with the acquisition of NuTech Medical, the Company entered into an operating lease with Oxmoor Holdings, LLC, an entity that is affiliated with the sole shareholder of NuTech Medical, related to the facility at NuTech Medical’s headquarters in Birmingham, Alabama. Under the lease, the Company is required to make monthly rent payments of approximately $21 t

hrough December 31, 2020. The rent expense for three months ended March 31, 2019 and 2018 was $62 and $60 respectively.

Subsequent Events

3 Months Ended

Mar. 31, 2019

Subsequent Events [Abstract]

Subsequent Events

15. Subsequent Events

The Company has evaluated subsequent events through May 10, 2019, the date on which these consolidated financial statements were issued. There were no subsequent events that need disclosure.

Summary of Significant Accounting Policies (Policies)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Use of Estimates

Summary of Significant Accounting Policies

Revenue from Contract with Customer

Revenue from Contracts with Customers

Revenue Recognition

Disaggregation of Revenue

The following table sets forth revenue by product category:

	Three Months Ended March 31,
	2019		2018
Advanced Wound Care	$	47,844	$	29,223
Surgical & Sports Medicine		9,279		6,306
Total revenue	$	57,123	$	35,529

Product Revenue

Reserves for Variable Consideration

Product Returns

Rebates and Allowances

Costs to Obtain or Fulfill a Customer Contract

Adoption of ASC Topic 606,

Revenue from Contracts with Customers

ASC 606

did not have a material impact on the Company’s consolidated financial position, results of operations, equity or cash flows as of the adoption date or for the three months ended March 31, 2019.

Reclassification of Prior Period Balances

Recently Issued Accounting Pronouncements

Recent Accounting Pronouncements – Issued But Not Yet Adopted

Summary of Significant Accounting Policies (Tables)

3 Months Ended

Mar. 31, 2019

Accounting Policies [Abstract]

Schedule of Revenue by Product Category

The following table sets forth revenue by product category:

	Three Months Ended March 31,
	2019		2018
Advanced Wound Care	$	47,844	$	29,223
Surgical & Sports Medicine		9,279		6,306
Total revenue	$	57,123	$	35,529

Fair Value of Financial Assets and Liabilities (Tables)

3 Months Ended

Mar. 31, 2019

Fair Value Disclosures [Abstract]

Fair Value, by Balance Sheet Grouping

	Fair Value Measurements
	as of December 31, 2018 Using:
	Level 1		Level 2		Level 3		Total
Liabilities:
Redeemable common stock liability	$	—	$	—	$	6,762	$	6,762
	$	—	$	—	$	6,762	$	6,762

Accounts receivable, net (Tables)

3 Months Ended

Mar. 31, 2019

Receivables [Abstract]

Schedule of accounts receivable

Accounts receivable consisted of the following:

	March 31, 2019			December 31, 2018
Accounts receivable	$	35,801		$	37,497
Less — allowance for sales returns and doubtful accounts		(3,292	)		(3,420	)
	$	32,509		$	34,077

Schedule of allowance for sales returns and doubtful accounts

The Company’s allowance for sales returns and doubtful accounts was comprised of the following:

Balance as of December 31, 2017	$	3,225
Additions		1,157
Write-offs		(962	)
Balance as of December 31, 2018		3,420
Reductions		(76	)
Write-offs		(52	)
Balance as of March 31, 2019	$	3,292

Inventories (Tables)

3 Months Ended

Mar. 31, 2019

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

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

	March 31, 2019		December 31, 2018
Raw materials	$	6,865	$	4,711
Work in process		1,440		1,759
Finished goods		9,667		6,851
	$	17,972	$	13,321

Property and Equipment, Net (Tables)

3 Months Ended

Mar. 31, 2019

Property, Plant and Equipment [Abstract]

Property and Equipment, Net

Property and equipment consisted of the following:

	March 31, 2019			December 31, 2018
Leasehold improvements	$	34,383		$	34,345
Furniture, computers and equipment		45,169			44,752
		79,552			79,097
Accumulated depreciation and amortization		(63,337	)		(62,435	)
Construction in progress		23,239			22,961
	$	39,454		$	39,623

Goodwill and Intangible Assets (Tables)

3 Months Ended

Mar. 31, 2019

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Finite-Lived Intangible Assets

Identifiable intangible assets consisted of the following as of March 31, 2019:

	Original Cost		Accumulated Amortization			Net Book Value
Developed technology	$	29,820	$	(9,145	)	$	20,675
Trade names and trademarks		2,000		(472	)		1,528
Independent sales agency network		4,500		(2,302	)		2,198
Non-compete agreements		260		(69	)		191
Total	$	36,580	$	(11,988	)	$	24,592

Identifiable intangible assets consisted of the following as of December 31, 2018:

	Original Cost		Accumulated Amortization			Net Book Value
Developed technology	$	29,820	$	(8,454	)	$	21,366
Trade names and trademarks		2,000		(413	)		1,587
Independent sales agency network		4,500		(1,569	)		2,931
Non-compete agreements		260		(53	)		207
Total	$	36,580	$	(10,489	)	$	26,091

Accrued Expenses (Tables)

3 Months Ended

Mar. 31, 2019

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,
	2019		2018
Accrued personnel costs	$	15,472	$	15,218
Other		4,923		5,170
	$	20,395	$	20,388

Line of Credit and Notes Payable (Tables)

3 Months Ended

Mar. 31, 2019

Line of Credit Facility [Abstract]

Schedule of line of credit facilities

Line of credit and notes payable consisted of the following:

	March 31,			December 31,
	2019			2018
Line of credit	$	30,984		$	26,484
Term loan	$	40,000		$	—
Less debt discount		(365	)		—
Less current maturities		—			—
Term loan, net of debt discount	$	39,635		$	—
Notes payable	$	—		$	15,885
Less debt discount		—			(762	)
Less current maturities		—			(2,545	)
Notes payable, net of debt discount	$	—		$	12,578

Schudle of future payments of term loan facility

Future payments of Term Loan Facility, as of March 31, 2019, are as follows

for the calendar years ended December 31:

2019	$	—
2020		—
2021		12,222
2022		13,333
2023		13,333
2024		1,112
Total	$	40,000

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2019

Equity [Abstract]

Schedule Of Common Stock Shares Reserved For Future Issuance [Table Text Block]

At March 31, 2019 and December 31, 2018, the Company has reserved the following shares of common stock for future issuance:

	March 31, 2019		December 31, 2018
Shares reserved for issuance under the Organogenesis Inc. 2003 Stock Incentive Plan (the “2003 Plan”)		6,584,397		6,590,725
Shares reserved for issuance under the Organogenesis Holdings Inc. 2018 Equity Incentive Plan (the “2018 Plan”)		9,108,996		9,108,996
Shares reserved for issuance under the warrants		17,678,074		17,732,700
Total shares of authorized common stock reserved for future issuance		33,371,464		33,432,421

Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2019

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Schedule of Fair Value of Stock Options Granted to Employees and Directors

The assumptions that the Company used to determine the grant-date fair value of stock options granted to employees during the three months ended March 31, 2018 were as follows, presented on a weighted average basis:

Risk-free interest rate		2.73	%
Expected term (in years)		5.89
Expected volatility		42.0	%
Expected dividend yield		0.0	%
Exercise price	$	5.99
Fair value of common share	$	5.82

Summary of Stock Option Activity

The following table summarizes the Company’s stock option activity since December 31, 2018 (in thousands, except share and per share amounts):

						Weighted
						Average
				Weighted		Remaining
				Average		Contractual		Aggregate
	Number of			Exercise		Term		Intrinsic
	Shares			Price		(in years)		Value
Outstanding as of December 31, 2018		7,266,715		$	1.91		5.89		33,976
Granted		—			—
Cancelled / forfeited		(6,328	)		2.93
Exercised		—			—
Outstanding as of March 31, 2019		7,260,387			1.91		5.65		33,953
Options exercisable as of March 31, 2019		5,668,574			1.54		5.00		28,547
Options vested or expected to vest as of March 31, 2019		6,976,993		$	1.83		5.53		33,178

Net Loss Per Share (Tables)

3 Months Ended

Mar. 31, 2019

Earnings Per Share [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

The Company excluded the following potential shares of Class A of common stock, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Organogenesis Holdings Inc. for the periods indicated because including them would have had an anti-dilutive effect:

	Three Months Ended March 31,
	2019		2018
Options to purchase common stock		7,260,387		7,265,457
Redeemable common stock		—		728,548
Warrants to purchase common stock		17,678,074		1,561,485
		24,938,461		9,555,490

Commitments and Contingencies (Tables)

3 Months Ended

Mar. 31, 2019

Commitments and Contingencies Disclosure [Abstract]

Future Lease Payments

2019 (remaining nine months)	$	3,231
2020		4,308
2021		4,308
2022		4,738
Thereafter		9,563
		26,148
Less amount representing interest		(8,702	)
Present value of minimum lease payments		17,446
Less current maturities		(2,337	)
Long-term portion	$	15,109

Schedule Of Operating Leased Assets

Future minimum lease payments due under noncancelable operating lease agreements as of March 31, 2019 are as follows:

2019 (remaining nine months)	$	3,026
2020		4,959
2021		4,386
2022		1,774
2023		1,180
Thereafter		8,123
	$	23,448

Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Organization and Financing
Net loss	$ (15,666)	$ (22,488)
Working capital	32,755
Cash	30,561		$ 21,291
Accumulated deficit	$ (145,574)		$ (130,240)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References + Details

Summary of Significant Accounting Policies - Schedule of Revenue by Product Category (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Total revenue	$ 57,123	$ 35,529
Advanced Wound Care
Total revenue	47,844	29,223
Surgical & Sports Medicine
Total revenue	$ 9,279	$ 6,306

Significant Accounting Policies - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Significant Accounting Policies [Line Items]
Revenue	$ 57,123	$ 35,529
Sales Revenue
Significant Accounting Policies [Line Items]
Concentration Risk, Percentage	1.00%
PuraPly
Significant Accounting Policies [Line Items]
Revenue	$ 25,447	$ 10,644

Fair Value Measurement of Financial Instruments - Financial Assets And Liabilities Measured At Fair Value (Detail) - Fair Value, Measurements, Recurring $ in Thousands	Dec. 31, 2018 USD ($)
Liabilities:
Redeemable common stock liability	$ 6,762
Redeemable common stock liability
Liabilities:
Redeemable common stock liability	6,762
Fair Value, Inputs, Level 3
Liabilities:
Redeemable common stock liability	6,762
Fair Value, Inputs, Level 3 \| Redeemable common stock liability
Liabilities:
Redeemable common stock liability	$ 6,762

Fair Value of Financial Assets and Liabilities - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 24, 2017	Dec. 31, 2018	Mar. 31, 2019	Mar. 24, 2019
Treasury stock			728,548
NuTech Medical
Temporary Equity, Redemption Price Per Share				$ 9.28
Accretion Expense		$ 0
Common Class A
Redeemable common stock, Carrying amount		$ 6,762
Common Class A \| NuTech Medical
Company issued acquisition of shares	728,548
Business Acquisition, Share Price	$ 8.69

Accounts receivable, net (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Receivables [Abstract]
Accounts receivable	$ 35,801	$ 37,497
Less — allowance for sales returns and doubtful accounts	(3,292)	(3,420)
Accounts receivable	$ 32,509	$ 34,077

Accounts receivable, net - Sales Returns and Doubtful Accounts (Detail) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Balance	$ 3,420	$ 3,225	$ 3,225
Additions (Reductions)	(76)	$ (208)	1,157
Write-offs	(52)		(962)
Balance	$ 3,292		$ 3,420

Inventories (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Raw materials	$ 6,865	$ 4,711
Work in process	1,440	1,759
Finished goods	9,667	6,851
Inventory	$ 17,972	$ 13,321

Inventories - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Inventory reserve charged to cost of goods sold	$ 520	$ 1,482
Reserve for excess and obsolete inventory	$ 2,836		$ 2,951

Property and Equipment, Net (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Property, Plant and Equipment, Gross	$ 79,552	$ 79,097
Accumulated depreciation and amortization	(63,337)	(62,435)
Property, Plant and Equipment, Net	39,454	39,623
Leasehold improvements
Property, Plant and Equipment, Gross	34,383	34,345
Furniture, computers and equipment
Property, Plant and Equipment, Gross	45,169	44,752
Construction in progress
Property, Plant and Equipment, Net	$ 23,239	$ 22,961

Property and Equipment, Net - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Depreciation expense	$ 902	$ 872
Leasehold improvements
Capital leases recorded within leasehold improvements	21,689		$ 21,689
Capital leases recorded	$ 12,878		$ 12,579

Goodwill and Intangible Assets - Identifiable intangible assets (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Original Cost	$ 36,580	$ 36,580
Accumulated Amortization	(11,988)	(10,489)
Net Book Value	24,592	26,091
Developed technology
Original Cost	29,820	29,820
Accumulated Amortization	(9,145)	(8,454)
Net Book Value	20,675	21,366
Trade names and trademarks
Original Cost	2,000	2,000
Accumulated Amortization	(472)	(413)
Net Book Value	1,528	1,587
Independent sales agency network
Original Cost	4,500	4,500
Accumulated Amortization	(2,302)	(1,569)
Net Book Value	2,198	2,931
Non-compete agreements
Original Cost	260	260
Accumulated Amortization	(69)	(53)
Net Book Value	$ 191	$ 207

Goodwill and Intangible Assets - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Mar. 24, 2017
Goodwill	$ 25,539		$ 25,539
Amortization of Intangible Assets	$ 1,498	$ 917
NuTech Medical
Goodwill				$ 19,446

Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Payables and Accruals [Abstract]
Accrued personnel costs	$ 15,472	$ 15,218
Other	4,923	5,170
Total Accrued Expenses and Other Current Liabilities	$ 20,395	$ 20,388

Line of Credit and Notes Payable (Detail) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
Line of credit	$ 30,984	$ 26,484
Term loan	40,000
Less debt discount	(365)
Term loan, net of debt discount	$ 39,635
Notes payable		15,885
Less debt discount		(762)
Less current maturities		(2,545)
Notes payable, net of debt discount		$ 12,578

- Definition

The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.

+ References + Details

Line of Credit and Notes Payable - Future payments of term loan (Detail) $ in Thousands	Mar. 31, 2019 USD ($)
2019	$ 0
2020	0
2021	12,222
2022	13,333
2023	13,333
2024	1,112
Total	$ 40,000

Line of Credit and Notes Payable - Additional Information (Detail) - USD ($) $ in Thousands			1 Months Ended					3 Months Ended		12 Months Ended
	Mar. 15, 2019	Mar. 14, 2019	Dec. 31, 2019	Sep. 30, 2019	Jun. 30, 2019	Mar. 31, 2019	Apr. 30, 2018	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018	Apr. 28, 2018	May 01, 2017	Mar. 21, 2017
Letter of credit sub facility						$ 30,984		$ 30,984		$ 26,484
Additional fund							$ 5,000
Interest Expense under the credit agreement								1,797	$ 2,429
Unamortized debt discount						$ 365		365
Revenues								57,123	35,529
Covenant terms	Borrower’s achievement of trailing twelve month revenue of at least $221,250 and a trailing three month EBITDA (as defined in the New Credit Agreement) loss not in excess of $5,000;
Debt Instrument, Description of Variable Rate Basis	interest rate equal to 3.75% above the Wall Street Journal Prime Rate
Additional payment in aggregate of the principal amount percentage	6.25%
Advance outstanding amount revolving facility	25.00%
Unused Line Fee	0.25%
Debt Instrument, Covenant Description										maintain Minimum Liquidity (as defined in the New Credit Agreement) equal to the greater of (i) 6 months Monthly Burn (as defined in the New Credit Agreement) and (ii) $10,000.
Loss on the extinguishment of loan								$ (1,862)
Repaid Before One year
Termination fee percentage	4.00%
Prepayment premium percentage						3.00%		3.00%
Repaid After One year Before Two Years
Termination fee percentage	3.00%
Prepayment premium percentage						2.00%		2.00%
Repaid After Two years
Termination fee percentage	2.00%
Prepayment premium percentage						1.00%		1.00%
Repaid After Two year Before Three Years [Member]
Termination fee amount	$ 0
Prepayment premium percentage						0.00%		0.00%
Tranche One [Member]
Proceeds from Issuance of Debt								$ 40,000
Minimum Trailing Twelve Month Achievement [Member] \| Subsequent Event [Member]
Revenues			$ 231,500	$ 221,250	$ 213,500
ML Agreement
Interest Expense under the credit agreement								461	532
Amortization of the debt discount								69	73
Loss on the extinguishment of loan								1,862
Credit Agreement
Letter of credit sub facility		$ 26,541
Interest Expense under the credit agreement								398	374
deferred financing						$ 56		56	$ 54
New Credit Agreement [Member]
EBITDA income (loss)								5,000
New Credit Agreement [Member] \| Minimum Trailing Twelve Month Achievement [Member]
Revenues						200,000		221,250
Term Loan
Aggregate amounts of term loan							35,000
Interest Expense under the credit agreement								223
Unamortized debt discount						365		365
Accrued Interest Due							$ 5,000
Debt Issuance Costs, Net						554		554
Accumulated Amortization, Debt Issuance Costs, Noncurrent						370		370
Term Loan \| Tranche Two [Member]
Accumulated Amortization, Debt Issuance Costs, Noncurrent						185		185
Revolving Credit Facility
Letter of credit sub facility						40,000		40,000
Interest Expense under the credit agreement								80
Accrued interest						292		292
Unamortized debt discount						627		627
Debt Issuance Costs, Net						370		370
Revolving Credit Facility \| SVB
Letter of credit sub facility													$ 30,000
Aggregate under revolving credit facility										$ 26,484
Future revolving borrowings										$ 3,516
Aggregate amounts of term loan													$ 30,000
Loan Agreement
Aggregate amounts of term loan						100,000		$ 100,000
Debt Instrument, Basis Spread on Variable Rate								3.75%
Loan Agreement \| Maximum [Member]
Increase or decrease in tranche								$ 20,000
Loan Agreement \| Minimum [Member]
Increase or decrease in tranche								10,000
Loan Agreement \| Tranche One [Member]
Aggregate amounts of term loan		$ 40,000
Expiration Date		Sep. 30, 2019
Loan Agreement \| Tranche Two [Member]
Aggregate amounts of term loan		$ 10,000
Expiration Date		Mar. 31, 2020
Loan Agreement \| Tranche Three [Member]
Aggregate amounts of term loan		$ 10,000
Term Loan Facility [Member]
Letter of credit sub facility						30,984		30,984
Future revolving borrowings						$ 2,614		$ 2,614
Eastward fund LLC
Letter of credit sub facility											$ 16,000
Aggregate amounts of term loan											$ 20,000
Additional percentage of outstanding principal												3.00%
Prepayment fees												2.00%
Percentage of final payment fee												6.50%

Stockholders' Equity (Detail) - shares	Mar. 31, 2019	Dec. 31, 2018
Common Stock, Capital Shares Reserved for Future Issuance	33,371,464	33,432,421
Warrant [Member]
Common Stock, Capital Shares Reserved for Future Issuance	17,678,074	17,732,700
2003 Stock Incentive Plan
Common Stock, Capital Shares Reserved for Future Issuance	6,584,397	6,590,725
2018 Equity Incentive Plan
Common Stock, Capital Shares Reserved for Future Issuance	9,108,996	9,108,996

Stockholders' Equity - Additional Information (Detail) - $ / shares	Mar. 31, 2019	Dec. 31, 2018
Common stock, shares authorized	400,000,000	400,000,000
Common stock, par value	$ 0.0001	$ 0.0001

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Common stock options outstanding	7,260,387		7,266,715
Weighted average grant-date fair value	$ 2.39
Fair value of option vested	$ 266		$ 963
Unrecognized stock compensation expense	$ 1,571
Share-based compensation expected to be recognized over a weighted-average period	2 years 7 months 13 days
Secured Debt	$ 635
Number of Shares Issues as Collateral for Secured Debt	675,990
2018 Stock Incentive Plan
Stock option expiration period	10 years
2018 Stock Incentive Plan \| Minimum
Stock option granted vesting period	4 years
2018 Stock Incentive Plan \| Maximum
Stock option granted vesting period	5 years
2018 Stock Incentive Plan \| Selling, General and Administrative Expenses
Share-based compensation expense	$ 22
2003 Stock Incentive Plan
Stock option expiration period	10 years
2003 Stock Incentive Plan \| Selling, General and Administrative Expenses
Share-based compensation expense	$ 202	$ 317
Common Class A \| Executive Officer
Exercise of stock options			7,176,715
Common Class A \| 2018 Stock Incentive Plan
Common stock options authorized	9,198,996
Common stock options outstanding	90,000

Stock-Based Compensation - Schedule of Fair Value of Stock Options Granted to Employees and Directors (Detail)	3 Months Ended
	Mar. 31, 2018 $ / shares
Risk-free interest rate	2.73%
Expected term (in years)	5 years 10 months 20 days
Expected volatility	42.00%
Expected dividend yield	0.00%
Exercise price	$ 5.99
Fair value of common share	$ 5.82

Stock-Based Compensation - Summary of Stock Option Activity (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2018
Number of Shares Outstanding	7,266,715
Number of Shares Cancelled / forfeited	(6,328)
Number of Shares Outstanding	7,260,387	7,266,715
Number of Shares Options Exercisable	5,668,574
Number of Shares Options vested or expected to vest	6,976,993
Weighted Average Exercise Price Outstanding	$ 1.91
Weighted Average Exercise Price Cancelled / forfeited	2.93
Weighted Average Exercise Price Outstanding	1.91	$ 1.91
Weighted Average Exercise Price Options Exercisable	1.54
Weighted Average Exercise Price Options Vested or Expected to Vest	$ 1.83
Weighted Average Remaining Contractual Term (in years) Outstanding	5 years 7 months 24 days	5 years 10 months 20 days
Weighted Average Remaining Contractual Term (in years) Options Exercisable	5 years
Weighted Average Remaining Contractual Term (in years) Options Vested or Expected to Vest	5 years 6 months 10 days
Aggregate Intrinsic Value Outstanding	$ 33,953	$ 33,976
Aggregate Intrinsic Value Options Exercisable	28,547
Aggregate Intrinsic Value Options Vested or Expected to Vest	$ 33,178

Net Loss Per Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Detail) - shares	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	24,938,461	9,555,490
Employee Stock Option
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,260,387	7,265,457
Redeemable Common Stock
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount		728,548
Warrant
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	17,678,074	1,561,485

Commitments and Contingencies (Schedule of leases payments) (Details) - USD ($) $ in Thousands	Mar. 31, 2019	Dec. 31, 2018
2019	$ 3,231
2020	4,308
2021	4,308
2022	4,738
Thereafter	9,563
Total	26,148
Less amount representing interest	(8,702)
Present value of minimum lease payments	17,446
Less current maturities	(2,337)	$ (2,236)
Long-term portion	$ 15,109	$ 15,418

Commitments and Contingencies (Schedule Of Operating Leased Assets) (Detail) $ in Thousands	Mar. 31, 2019 USD ($)
2019	$ 3,026
2020	4,959
2021	4,386
2022	1,774
2023	1,180
Thereafter	8,123
Total	$ 23,448

Commitments and Contingencies - Additional Information (Detail) ft² in Thousands, $ in Thousands	1 Months Ended		3 Months Ended
	Apr. 30, 2019 USD ($)	Jan. 31, 2019 USD ($)	Mar. 31, 2019 USD ($) ft²	Mar. 31, 2018 USD ($)	Dec. 31, 2018 USD ($)
Accrued Legal Expenses			$ 1,000
Operating Leases, Rent Expense			62	$ 60
Operating Lease, Expense			881	660
Business Combination Contingent Consideration Liability Accrued Interest			692
Capital lease rental arrears			$ 5,579		$ 5,265
Land Subject to Ground Leases \| ft²			43,850
Annual lease payments during the first year			$ 3,231
Annual lease payments ten year lease term			44
Annual lease payments five year lease term			33
Security Deposit			526
Increase (Decrease) in Security Deposits			263
Capital Lease Obligations, Current			2,337		2,236
Other Liabilities			773		854
Operating Leases, Rent Expense, Net			52
Deferred Rent Credit			52
Selling, General and Administrative Expenses [Member]
Royalty Expense			788	$ 388
Accounts Payable and Accrued Liabilities [Member]
Accrued Royalties			$ 1,187
Dan Road Associates [Member]
Annual Lease Payments		$ 4,308
Capital Leases of Lessee, Contingent Rentals, Basis Spread on Variable Rate			10.00%
Capital lease rental arrears			$ 3,984		$ 4,174
Subsequent Event [Member]
Operating Lease, Expense	$ 150
NuTech Medical [Member]
As of December 31, 2018, the Company has paid			2,500
The amount, if any, of the remaining $5,000 of deferred acquisition consideration plus accrued interest owed to the sellers of NuTech Medical is currently in dispute.			5,000
Business Combination Deferred Consideration			$ 7,500

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2019	Mar. 31, 2018	Dec. 31, 2018
Net principal and interest receivable	$ 496	$ 477	$ 477
Interest income	19	19
Outstanding aggregate principal balance	40,000
Under the lease, the Company is required to make monthly rent payments of approximately	21
Operating Leases, Rent Expense	62	$ 60
Secured Debt	635
Class A
Stock Held By Employee			675,990
Liquidity Loan To One Former Employee
Outstanding aggregate principal balance	$ 2,350		$ 2,350
Maximum \| Liquidity Loan
Interest Rate	3.86%
Minimum \| Liquidity Loan
Interest Rate	2.30%