0000950170-23-038605 | 10-Q | XBRL Viewer

Revenue (Tables)

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Schedule of Net Revenue by Organ and Country

The Company disaggregates revenue from contracts with customers by organ type and geographical area as it believes this presentation best depicts how the nature, amount, timing and uncertainty of the Company’s revenue and cash flows are affected by economic factors, as shown below (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue by country by organ(1):
United States
Lung total revenue	$	2,817	$	2,644	$	4,248	$	4,595
Heart total revenue		13,456		5,876		26,412		9,617
Liver total revenue		32,674		9,618		55,788		17,487
Total United States revenue		48,947		18,138		86,448		31,699
All other countries
Lung revenue	$	403	$	194	$	654	$	542
Heart revenue		3,108		2,189		6,910		4,160
Liver revenue		7		—		7		—
Total all other countries revenue		3,518		2,383		7,571		4,702
Total revenue	$	52,465	$	20,521	$	94,019	$	36,401

(1)

Revenue by country is categorized based on the location of the end customer. Total revenue includes product and service revenue.

Marketable Securities and Fair Value Measurements	6 Months Ended
Jun. 30, 2023
Marketable Securities and Fair Value Measurements [Abstract]
Marketable Securities and Fair Value Measurements	3. Marketable Securities and Fair Value Measurements The Company did not have marketable securities as of June 30, 2023 or December 31, 2022. The Company also did not have assets or liabilities measured at fair value on a recurring basis as of June 30, 2023 or December 31, 2022. Convertible Senior Notes As of June 30, 2023, the carrying value of the Notes was $445.8 million (see Note 6) and the estimated fair value of the Notes was $528.3 million. The fair value was determined based on the quoted price of the last trade of the Notes prior to the end of the reporting period in an inactive market, which is considered as Level 2 in the fair value hierarchy.

Marketable Securities and Fair Value Measurements

6 Months Ended

Jun. 30, 2023

Marketable Securities and Fair Value Measurements [Abstract]

Marketable Securities and Fair Value Measurements

3. Marketable Securities and Fair Value Measurements

The Company did not have marketable securities as of June 30, 2023 or December 31, 2022. The Company also did not have assets or liabilities measured at fair value on a recurring basis as of June 30, 2023 or December 31, 2022.

Convertible Senior Notes

As of June 30, 2023, the carrying value of the Notes was $445.8 million (see Note 6) and the estimated fair value of the Notes was $528.3 million. The fair value was determined based on the quoted price of the last trade of the Notes prior to the end of the reporting period in an inactive market, which is considered as Level 2 in the fair value hierarchy.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - USD ($) $ in Thousands	Total	Common Stock	Accumulated Other Comprehensive Loss	Accumulated Deficit
Balance at Dec. 31, 2021	$ 67,854	$ 510,488	$ (188)	$ (442,446)
Balance, Shares at Dec. 31, 2021		27,791,615
Issuance of common stock upon the exercise of common stock options	202	$ 202
Issuance of common stock upon the exercise of common stock options, Shares		164,503
Issuance of common stock in connection with employee stock purchase plan	203	$ 203
Issuance of common stock in connection with employee stock purchase plan, Shares		12,465
Stock-based compensation expense	2,310	$ 2,310
Foreign currency translation adjustment	(24)		(24)
Unrealized losses on marketable securities	(73)		(73)
Net loss	(10,562)			(10,562)
Balance at Mar. 31, 2022	59,910	$ 513,203	(285)	(453,008)
Balance, Shares at Mar. 31, 2022		27,968,583
Balance at Dec. 31, 2021	67,854	$ 510,488	(188)	(442,446)
Balance, Shares at Dec. 31, 2021		27,791,615
Foreign currency translation adjustment	(54)
Unrealized losses on marketable securities	(64)
Net loss	(22,085)
Balance at Jun. 30, 2022	50,919	$ 515,756	(306)	(464,531)
Balance, Shares at Jun. 30, 2022		28,023,295
Balance at Dec. 31, 2021	67,854	$ 510,488	(188)	(442,446)
Balance, Shares at Dec. 31, 2021		27,791,615
Net loss	(36,200)
Balance at Dec. 31, 2022	187,375	$ 666,277	(225)	(478,677)
Balance, Shares at Dec. 31, 2022		32,141,368
Balance at Mar. 31, 2022	59,910	$ 513,203	(285)	(453,008)
Balance, Shares at Mar. 31, 2022		27,968,583
Issuance of common stock upon the exercise of common stock options	237	$ 237
Issuance of common stock upon the exercise of common stock options, Shares		31,592
Stock-based compensation expense	2,316	$ 2,316
Issuance of restricted common stock		23,120
Foreign currency translation adjustment	(30)		(30)
Unrealized losses on marketable securities	9		9
Net loss	(11,523)			(11,523)
Balance at Jun. 30, 2022	50,919	$ 515,756	(306)	(464,531)
Balance, Shares at Jun. 30, 2022		28,023,295
Balance at Dec. 31, 2022	187,375	$ 666,277	(225)	(478,677)
Balance, Shares at Dec. 31, 2022		32,141,368
Issuance of common stock upon the exercise of common stock options	3,574	$ 3,574
Issuance of common stock upon the exercise of common stock options, Shares		378,500
Issuance of common stock in connection with employee stock purchase plan	384	$ 384
Issuance of common stock in connection with employee stock purchase plan, Shares		14,135
Stock-based compensation expense	3,921	$ 3,921
Foreign currency translation adjustment	7		7
Net loss	(2,636)			(2,636)
Balance at Mar. 31, 2023	192,625	$ 674,156	(218)	(481,313)
Balance, Shares at Mar. 31, 2023		32,534,003
Balance at Dec. 31, 2022	187,375	$ 666,277	(225)	(478,677)
Balance, Shares at Dec. 31, 2022		32,141,368
Foreign currency translation adjustment	5
Net loss	(3,637)
Balance at Jun. 30, 2023	145,213	$ 627,747	(220)	(482,314)
Balance, Shares at Jun. 30, 2023		32,582,933
Balance at Mar. 31, 2023	192,625	$ 674,156	(218)	(481,313)
Balance, Shares at Mar. 31, 2023		32,534,003
Issuance of common stock upon the exercise of common stock options	705	$ 705
Issuance of common stock upon the exercise of common stock options, Shares		39,158
Stock-based compensation expense	4,958	$ 4,958
Purchases of capped calls related to convertible senior notes	(52,072)	$ (52,072)
Issuance of restricted common stock		9,772
Foreign currency translation adjustment	(2)		(2)
Net loss	(1,001)			(1,001)
Balance at Jun. 30, 2023	$ 145,213	$ 627,747	$ (220)	$ (482,314)
Balance, Shares at Jun. 30, 2023		32,582,933

Long-term Debt and Financing Arrangements - Long-term Debt - Additional Information (Detail) - USD ($) $ in Thousands	1 Months Ended	3 Months Ended	6 Months Ended
	Jul. 31, 2022	Jun. 30, 2023	Jun. 30, 2023	Jun. 23, 2023	Dec. 31, 2022
Term Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross		$ 60,000	$ 60,000		$ 60,000
Orbi Med [Member]
Debt Instrument [Line Items]
Repayments of long-term debt	$ 35,000
Debt instrument, end of term payment accrued interest	1,100
Loss on extinguishment of debt	600
Canadian Imperial Bank of Commerce [Member]
Debt Instrument [Line Items]
Interest rate effective percentage		7.20%	7.20%
Average effective interest rate		7.70%	7.50%
Canadian Imperial Bank of Commerce [Member] \| Credit Agreement [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Long-term Debt, Gross	60,000
Description of covenants			The financial covenants include, among other covenants, (x) a requirement to maintain a minimum liquidity amount of the greater of either (i) the consolidated adjusted EBITDA loss (or gain) for the trailing four month period (only if EBITDA is negative) and (ii) $10.0 million, and (y) a requirement to maintain total net revenue of at least 75% of the level set forth in the total revenue plan presented to CIBC.
Minimum liquidity covenant amount		$ 10,000	$ 10,000
Minimum percentage to maintain total net revenue set forth in total revenue plan presented			75.00%
Canadian Imperial Bank of Commerce [Member] \| Credit Agreement [Member] \| Term Loan [Member] \| In Event Of Default [Member]
Debt Instrument [Line Items]
Increasing applicable margin			2.00%
Canadian Imperial Bank of Commerce [Member] \| Credit Agreement [Member] \| Upfront Fees and Other Costs [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument discount gross	$ 1,500
Canadian Imperial Bank of Commerce [Member] \| Credit Agreement [Member] \| Interest Rate Option Two \| Term Loan [Member]
Debt Instrument [Line Items]
LIBOR rate	1.00%
Canadian Imperial Bank of Commerce [Member] \| Credit Agreement [Member] \| Before March 1, 2028 [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, prepayment fee percentage	2.00%
Canadian Imperial Bank of Commerce [Member] \| Credit Agreement [Member] \| Calendar Quarter Ending on September 30, 2023 but Before March 1, 2028 [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Debt instrument, prepayment fee percentage	1.00%
Canadian Imperial Bank of Commerce [Member] \| Maximum [Member] \| Credit Agreement [Member] \| Individual Acquisition [Member]
Debt Instrument [Line Items]
Credit Agreement Acquisition Cash Consideration				$ 50,000
Canadian Imperial Bank of Commerce [Member] \| Maximum [Member] \| Credit Agreement [Member] \| Aggregate All Acquisitions [Member]
Debt Instrument [Line Items]
Credit Agreement Acquisition Cash Consideration				$ 150,000
Canadian Imperial Bank of Commerce [Member] \| Term Secured Overnight Financing Rate [Member] \| Credit Agreement [Member] \| Interest Rate Option One [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	2.00%
Canadian Imperial Bank of Commerce [Member] \| Term Secured Overnight Financing Rate [Member] \| Minimum [Member] \| Credit Agreement [Member] \| Interest Rate Option One [Member] \| Term Loan [Member]
Debt Instrument [Line Items]
LIBOR rate	1.50%
Canadian Imperial Bank of Commerce [Member] \| Prime Rate \| Minimum [Member] \| Credit Agreement [Member] \| Interest Rate Option Two \| Term Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	4.00%
Canadian Imperial Bank of Commerce [Member] \| Amount Over Federal Funds Effective Rate [Member] \| Minimum [Member] \| Credit Agreement [Member] \| Interest Rate Option Two \| Term Loan [Member]
Debt Instrument [Line Items]
Basis spread on variable rate	0.50%

Nature of the Business and Basis of Presentation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Accounting Policies [Abstract]
Net loss	$ 1,001	$ 2,636	$ 11,523	$ 10,562	$ 3,637	$ 22,085	$ 36,200
Accumulated deficit	482,314				482,314		478,677
Cash	$ 582,210				$ 582,210		$ 201,182

- Definition

Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Excludes cash and cash equivalents within disposal group and discontinued operation.

+ References + Details

- Definition

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

+ References

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+ Details

- Definition

Amount of accumulated undistributed earnings (deficit).

+ References + Details

Accrued Expenses and Other Current Liabilities - Schedule of Accrued Expenses and Other Current Liabilities (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Accrued Expenses And Other Current Liabilities [Abstract]
Accrued payroll and related expenses	$ 10,611	$ 9,812
Accrued logistics costs	5,075	2,581
Accrued research, development and clinical trials expenses	1,322	1,876
Accrued professional fees	1,363	965
Accrued other	4,491	3,401
Accrued expenses and other liabilities current	$ 22,862	$ 18,635

Accrued Expenses and Other Current Liabilities

6 Months Ended

Jun. 30, 2023

Accrued Expenses And Other Current Liabilities [Abstract]

Accrued Expenses and Other Current Liabilities

5. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30, 2023		December 31, 2022
Accrued payroll and related expenses	$	10,611	$	9,812
Accrued logistics costs		5,075		2,581
Accrued research, development and clinical trials expenses		1,322		1,876
Accrued professional fees		1,363		965
Accrued other		4,491		3,401
	$	22,862	$	18,635

Related Party Transactions

6 Months Ended

Jun. 30, 2023

Related Party Transactions

11. Related Party Transactions

Employment of Dr. Amira Hassanein

Dr. Amira Hassanein, who serves as Product Director for the Company’s OCS Lung program, is the sister of Dr. Waleed Hassanein, the Company’s President and Chief Executive Officer and a member of the Company’s board of directors. The Company paid Dr. Amira Hassanein approximately $0.1 million in total compensation for each of the three months ended June 30, 2023 and 2022, for her services as an employee. The Company paid Dr. Amira Hassanein approximately $0.2 million in total compensation for each of the six months ended June 30, 2023 and 2022, for her services as an employee.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 6
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-URI https://asc.fasb.org//1943274/2147480990/946-20-50-6

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481062/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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-Paragraph 1
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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-Publisher FASB
-URI https://asc.fasb.org//1943274/2147483326/850-10-50-1

+ Details

Insider Trading Arrangements	3 Months Ended	6 Months Ended
Insider Trading Arrangements	Jun. 30, 2023	Jun. 30, 2023
Trading Arrangements, by Individual
Material Terms of Trading Arrangement		During the three months ended June 30, 2023, no director or “officer” (as defined in Rule 16a-1(f) under the Exchange Act) of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Revenue - Schedule of Net Revenue by Organ and Country (Detail) - USD ($)
$ in Thousands

3 Months Ended

6 Months Ended

Jun. 30, 2023

Jun. 30, 2022

Jun. 30, 2023

Jun. 30, 2022

Disaggregation Of Revenue [Line Items]

Total revenue

$ 52,465

$ 20,521

$ 94,019

$ 36,401

United States [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

^[1]

48,947

18,138

86,448

31,699

All Other Countries [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

3,518

2,383

7,571

4,702

Lung revenue [Member] | United States [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

^[1]

2,817

2,644

4,248

4,595

Lung revenue [Member] | All Other Countries [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

403

194

654

542

Heart revenue [Member] | United States [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

^[1]

13,456

5,876

26,412

9,617

Heart revenue [Member] | All Other Countries [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

3,108

2,189

6,910

4,160

Liver revenue [Member] | United States [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

^[1]

32,674

$ 9,618

55,788

$ 17,487

Liver revenue [Member] | All Other Countries [Member]

Disaggregation Of Revenue [Line Items]

Total revenue

$ 7

[1]	Revenue by country is categorized based on the location of the end customer. Total revenue includes product and service revenue.

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

- Definition

Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).

+ References

+ Details

Segment Reporting and Geographic Data - Additional Information (Detail)	6 Months Ended
	Jun. 30, 2023 Segment
Segment Reporting [Abstract]
Number of operating segments	1

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended				6 Months Ended		12 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Jun. 30, 2023	Mar. 31, 2023	Jun. 30, 2022	Mar. 31, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Pay vs Performance Disclosure
Net Income (Loss)	$ (1,001)	$ (2,636)	$ (11,523)	$ (10,562)	$ (3,637)	$ (22,085)	$ (36,200)

- Definition

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

+ References

+ Details

Stock-Based Compensation (Tables)

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Schedule of Stock-Based Compensation Expense

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	80	$	31	$	129	$	56
Research, development and clinical trials expenses		714		364		1,232		685
Selling, general and administrative expenses		4,164		1,921		7,518		3,885
	$	4,958	$	2,316	$	8,879	$	4,626

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities:
Net loss	$ (3,637)	$ (22,085)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	2,679	1,302
Stock-based compensation expense	8,879	4,626
Non-cash interest expense and end of term accretion expense	593	278
Non-cash lease expense	423	352
Net amortization of premiums on marketable securities		369
Unrealized foreign currency transaction (gains) losses	(150)	1,034
Changes in operating assets and liabilities:
Accounts receivable	(19,862)	(7,131)
Inventory	(10,977)	(4,153)
Prepaid expenses and other current assets	515	(1,153)
Other non-current assets	(54)
Accounts payable	3,673	(1,615)
Accrued expenses and other current liabilities	4,196	(242)
Operating lease liabilities	(742)	918
Net cash used in operating activities	(14,464)	(27,500)
Cash flows from investing activities:
Purchases of property and equipment	(2,307)	(6,213)
Purchases of marketable securities		(9,508)
Proceeds from sales and maturities of marketable securities		48,250
Net cash provided by (used in) investing activities	(2,307)	32,529
Cash flows from financing activities:
Proceeds from issuance of convertible senior notes, net of issuance costs paid of $14,620	445,380
Purchases of capped calls related to convertible senior notes	(52,072)
Proceeds from issuance of common stock upon exercise of stock options	4,279	439
Proceeds from issuance of common stock in connection with employee stock purchase plan	384	203
Net cash provided by financing activities	397,971	642
Effect of exchange rate changes on cash, cash equivalents and restricted cash	78	(865)
Net increase in cash, cash equivalents and restricted cash	381,278	4,806
Cash, cash equivalents and restricted cash, beginning of period	201,682	26,080
Cash, cash equivalents and restricted cash, end of period	582,960	30,886
Supplemental disclosure of non-cash investing and financing activities:
Transfers of inventory to property and equipment	1,091	1,350
Purchases of property and equipment included in accounts payable and accrued expenses	71	1,327
Operating lease liabilities arising from obtaining right-of-use assets	2,222
Reconciliation of cash, cash equivalents and restricted cash:
Cash and cash equivalents	582,210	30,386
Restricted cash	750	500
Total cash, cash equivalents and restricted cash shown in the statement of cash flows	$ 582,960	$ 30,886

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (Parenthetical) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Other Comprehensive Income (Loss), Securities, Available-for-Sale, Unrealized Holding Gain (Loss) Arising During Period, Tax	$ 0	$ 0	$ 0	$ 0

Subsequent Events - Additional Information (Detail) - Forecast [Member] $ in Millions	2 Months Ended
	Aug. 31, 2023 USD ($) Aircraft Seller
Subsequent Event [Line Items]
Number of fixed wing aircraft acquired \| Aircraft	2
Number of seperate sellers acquired \| Seller	2
Summit Aviation, Inc. and Lung and Heart Perfusion Technology [Member] \| Aircraft [Member]
Subsequent Event [Line Items]
Expects to use cash balance to fund \| $	$ 70

Stock-Based Compensation

6 Months Ended

Jun. 30, 2023

Stockholders' Equity Note [Abstract]

Stock-Based Compensation

7. Stock-Based Compensation

2019 Stock Incentive Plan

The Company’s 2019 Stock Incentive Plan (the “2019 Plan”) provides for the grant of incentive stock options, nonqualified stock options, stock appreciation rights, restricted stock, restricted stock units, unrestricted stock, unrestricted stock units, and other stock-based awards to employees, directors, and consultants of the Company and its subsidiaries. The number of shares of common stock of TransMedics Group initially available for issuance under the 2019 Plan was 3,428,571 shares, plus the number of shares underlying awards under the previously outstanding 2014 Stock Incentive Plan (the “2014 Plan”), not to exceed 1,595,189 shares, that expire or are terminated, surrendered, or canceled without the delivery of shares, are forfeited to or repurchased by TransMedics Group or otherwise become available again for grant. Since the effectiveness of the Company’s 2019 Plan in April 2019, no awards have been or will be made under the 2014 Plan.

Shares withheld in payment of the exercise or purchase price of an award or in satisfaction of tax withholding requirements, and the shares covered by a stock appreciation right for which any portion is settled in stock, will reduce the number of shares available for issuance under the 2019 Plan. In addition, the number of shares available for issuance under the 2019 Plan (i) will not be increased by any shares delivered under the 2019 Plan that are subsequently repurchased using proceeds directly attributable to stock option exercises and (ii) will not be reduced by any awards that are settled in cash or that expire, become unexercisable, terminate or are forfeited to or repurchased by TransMedics Group without the issuance of stock under the 2019 Plan. On May 25, 2023, the shareholders of the Company approved the Amended and Restated TransMedics Group, Inc. 2019 Stock Incentive Plan (the “Amended Plan”) to among other things, (i) increase the number of shares of the Company’s common stock available for issuance thereunder by 1,000,000 shares, (ii) prohibit the payment of dividend or dividend equivalents on a current basis with respect to unvested awards, (iii) extend the expiration date of the Amended Plan until June 1, 2033 and (iv) increase the annual limits on non-employee director compensation. As of June 30, 2023, 1,376,397 shares of common stock were available for issuance under the Amended Plan.

2019 Employee Stock Purchase Plan

Pursuant to the Company’s 2019 Employee Stock Purchase Plan (the “2019 ESPP”), certain employees of the Company are eligible to purchase common stock of the Company at a reduced price during offering periods. The 2019 ESPP permits participants to purchase common stock using funds contributed through payroll deductions, subject to the limitations set forth in the Internal Revenue Code, at a purchase price of 85% of the lower of the closing price of the Company’s common stock on the first trading day of the offering period or the closing price on the applicable purchase date, which is the final trading day of the applicable offering period. A total of 371,142 shares of the Company’s common stock were initially reserved for issuance under the 2019 ESPP. During the six months ended June 30, 2023, 14,135 shares of common stock were issued under the 2019 ESPP and as of June 30, 2023, 276,318 shares of common stock remained available for issuance.

2021 Inducement Plan

In August 2021, the Company’s board of directors approved the TransMedics Group, Inc. Inducement Plan (the “Inducement Plan”). Pursuant to the terms of the Inducement Plan, the Company may grant nonqualified stock options, stock appreciation rights, restricted stock, unrestricted stock, restricted stock unit awards and performance awards to individuals who were not previously employees or directors of the Company or individuals returning to employment after a bona fide period of non-employment with the Company. A total of 1,000,000 shares of the Company’s common stock were initially available for issuance under the Inducement Plan. As of June 30, 2023, 340,347 shares of common stock remained available for issuance under the Inducement Plan.

Stock Option Activity

During the six months ended June 30, 2023, the Company granted options under the 2019 Plan and the Inducement Plan with service-based vesting for the purchase of an aggregate of 427,635 shares of common stock with a weighted average grant-date fair value of $43.86 per share.

Restricted Stock Unit Activity

During the six months ended June 30, 2023, the Company granted 221,827 restricted stock units under the 2019 Plan and the Inducement Plan with service-based vesting conditions and a weighted-average grant-date fair value of $67.05 per share.

Stock-Based Compensation

The Company recorded stock-based compensation expense in the following expense categories of its consolidated statements of operations (in thousands):


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Cost of revenue	$	80	$	31	$	129	$	56
Research, development and clinical trials expenses		714		364		1,232		685
Selling, general and administrative expenses		4,164		1,921		7,518		3,885
	$	4,958	$	2,316	$	8,879	$	4,626

As of June 30, 2023, total unrecognized compensation cost related to unvested share-based awards was $47.3 million, which is expected to be recognized over a weighted average period of 2.6 years.

Long-term Debt and Financing Arrangements - Capped Call Transactions - Additional Information (Detail) $ in Thousands		6 Months Ended
	May 11, 2023 USD ($)	Jun. 30, 2023 USD ($) TradingDays $ / shares shares
Debt Instrument [Line Items]
Purchases of capped calls related to convertible senior notes \| $		$ 52,072
Capped Calls [Member]
Debt Instrument [Line Items]
Purchases of capped calls related to convertible senior notes \| $	$ 52,100
Initial conversion price/rate \| $ / shares		$ 94
Capped calls, initial cap price per share \| $ / shares		141.88
Capped calls, subject to anti-dilution adjustments \| shares		4,893,848
Number of trading days subject to automatic exercise \| TradingDays		40
Trading day period, commencing date		Apr. 03, 2028

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Subsequent Events

6 Months Ended

Jun. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

12. Subsequent Events

On August 1, 2023, the Company entered into an equity purchase agreement to acquire all of the equity of Summit Aviation, Inc. and Northside Property Group, LLC, or together Summit. Summit is a charter flight operator based in Bozeman, Montana, and the Company intends to operate Summit as part of its NOP services offering to transport donor organs. The acquisition is expected to close in the third quarter of 2023, subject to closing conditions.

In separate transactions in July 2023 and August 2023, the Company acquired two fixed-wing aircraft from two separate sellers. The Company plans to utilize these aircraft as part of the NOP's aviation services following consummation of the acquisition of Summit.

On August 2, 2023, the Company acquired certain assets related to lung and heart perfusion technology from Bridge to Life Ltd. and its subsidiary Tevosol, Inc., or together Bridge to Life. The Company intends to further develop these technologies to expand its product offerings and indications for organ transplantation.

The Company expects to use approximately $70 million of its cash balance to fund these acquisitions.

Nature of the Business and Basis of Presentation

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Nature of the Business and Basis of Presentation

1. Nature of the Business and Basis of Presentation

TransMedics Group, Inc. (“TransMedics Group” and, together with its consolidated subsidiaries, the “Company”) was incorporated in the Commonwealth of Massachusetts in October 2018. TransMedics, Inc. (“TransMedics”), an operating company and wholly owned subsidiary of TransMedics Group, was incorporated in the State of Delaware in August 1998. The Company is a commercial-stage medical technology company transforming organ transplant therapy for end-stage organ failure patients across multiple disease states. The Company developed the Organ Care System (“OCS”) to replace a decades-old standard of care. The OCS represents a paradigm shift that transforms organ preservation for transplantation from a static state to a dynamic environment that enables new capabilities, including organ optimization and assessment. The Company’s OCS technology replicates many aspects of the organ’s natural living and functioning environment outside of the human body. The Company also developed its National OCS Program (“NOP”), an innovative turnkey solution to provide outsourced organ retrieval and OCS organ management, to provide transplant programs in the United States with a more efficient process to procure donor organs with the OCS.

The accompanying consolidated financial statements have been prepared on the basis of continuity of operations, realization of assets and the satisfaction of liabilities and commitments in the ordinary course of business. The Company has incurred recurring losses since inception, including net losses of $3.6 million for the six months ended June 30, 2023 and $36.2 million for the year ended December 31, 2022. As of June 30, 2023, the Company had an accumulated deficit of $482.3 million. The Company expects to continue to generate operating losses in the foreseeable future.

The Company believes that its existing cash of $582.2 million as of June 30, 2023 will be sufficient to fund its operations, capital expenditures, and debt service payments for at least the next 12 months following the filing of this Quarterly Report on Form 10-Q. The Company may need to seek additional funding through equity financings, debt financings or strategic alliances. The Company may not be able to obtain financing on acceptable terms, or at all, and the terms of any financing may adversely affect the holdings or the rights of the Company’s shareholders. If the Company is unable to obtain funding, the Company will be required to delay, reduce or eliminate some or all of its research and development programs, product expansion or commercialization efforts, or the Company may be unable to continue operations.

The Company is subject to risks and uncertainties common to companies in the medical device industry and of similar size, including, but not limited to, development by competitors of new technological innovations, dependence on key personnel, protection of proprietary technology, compliance with government regulations, uncertainty of market acceptance of products, and the need to obtain additional financing to fund operations. Products currently under development will require additional research and development efforts, including additional clinical testing and regulatory approval, prior to commercialization. These efforts require additional capital, adequate personnel, infrastructure and extensive compliance-reporting capabilities. The Company’s research and development may not be successfully completed, adequate protection for the Company’s technology may not be obtained, the Company may not obtain necessary government regulatory approval on its expected timeline or at all, and approved products may not prove commercially viable. The Company operates in an environment of rapid change in technology and competition.

Continued impacts to the Company’s business as a result of the COVID-19 pandemic may include decreased overall frequency of transplant procedures; disruptions to the Company’s manufacturing operations and supply chain; labor shortages; decreased productivity and unavailability of materials or components; limitations on its employees’ and customers’ ability to travel, and delays in product installations, trainings or shipments to and from other affected countries and within the United States. While the Company maintains an inventory of finished products and raw materials used in its OCS products, a further prolonged pandemic could lead to shortages in the raw materials necessary to manufacture its products.

The Company’s consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). Any reference in these notes to applicable guidance is meant to refer to the authoritative GAAP as found in the Accounting Standards Codification (“ASC”) and Accounting Standards Update (“ASU”) of the Financial Accounting Standards Board (“FASB”). The accompanying consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries. All intercompany accounts and transactions have been eliminated in consolidation.

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Total revenue	$ 52,465	$ 20,521	$ 94,019	$ 36,401
Cost of revenue:
Total cost of revenue	15,724	6,171	28,512	9,947
Gross profit	36,741	14,350	65,507	26,454
Operating expenses:
Research, development and clinical trials	8,291	6,714	14,162	14,248
Selling, general and administrative	29,356	17,381	54,340	31,320
Total operating expenses	37,647	24,095	68,502	45,568
Loss from operations	(906)	(9,745)	(2,995)	(19,114)
Other income (expense):
Interest expense	(2,505)	(972)	(3,596)	(1,932)
Other income (expense), net	2,431	(784)	2,986	(1,011)
Total other expense, net	(74)	(1,756)	(610)	(2,943)
Loss before income taxes	(980)	(11,501)	(3,605)	(22,057)
Provision for income taxes	(21)	(22)	(32)	(28)
Net loss	$ (1,001)	$ (11,523)	$ (3,637)	$ (22,085)
Net loss per share attributable to common stockholders, basic	$ (0.03)	$ (0.41)	$ (0.11)	$ (0.79)
Net loss per share attributable to common stockholders, diluted	$ (0.03)	$ (0.41)	$ (0.11)	$ (0.79)
Weighted average common shares outstanding, basic	32,545,352	27,983,629	32,403,597	27,967,072
Weighted average common shares outstanding, diluted	32,545,352	27,983,629	32,403,597	27,967,072
Net product revenue [Member]
Revenue:
Total revenue	$ 42,462	$ 17,922	$ 76,455	$ 32,861
Cost of revenue:
Total cost of revenue	8,558	4,080	15,864	7,458
Service Revenue [Member]
Revenue:
Total revenue	10,003	2,599	17,564	3,540
Cost of revenue:
Total cost of revenue	$ 7,166	$ 2,091	$ 12,648	$ 2,489

Long-term Debt and Financing Arrangements - Schedule of Long-term Debt Instruments (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Net of discount and current portion	$ 58,908	$ 58,696
Term Loan [Member]
Debt Instrument [Line Items]
Principal amount	60,000	60,000
Net of current portion	60,000	60,000
Debt discount, net of accretion	(1,092)	(1,304)
Net of discount and current portion	$ 58,908	$ 58,696

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Summary of Significant Accounting Policies (Policies)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Unaudited Interim Financial Information

The accompanying unaudited interim financial statements and related notes have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) for interim financial statements. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations. These consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and the notes thereto for the year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, all adjustments, consisting only of normal recurring adjustments necessary for a fair statement of the Company’s financial position as of June 30, 2023 and results of operations for the three and six months ended June 30, 2023 and 2022 and cash flows for the six months ended June 30, 2023 and 2022 have been made. The Company’s results of operations for the three and six months ended June 30, 2023 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2023.

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, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenue and expenses during the reporting periods. Significant estimates and assumptions reflected in these unaudited consolidated financial statements include, but are not limited to, revenue recognition, the valuation of inventory and the valuation of stock-based awards. The Company bases its estimates on historical experience, known trends and other market-specific or other relevant factors that it believes to be reasonable under the circumstances. On an ongoing basis, management evaluates its estimates as there are changes in circumstances, facts and experience. Changes in estimates are recorded in the period in which they become known. As of the date of issuance of these unaudited consolidated financial statements, the Company is not aware of any specific event or circumstance that would require the Company to update estimates, judgments or revise the carrying value of any assets or liabilities. Actual results may differ from those estimates or assumptions.

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Financial instruments that potentially expose the Company to concentrations of credit risk consist primarily of cash and accounts receivable. The Company does not believe that it is subject to unusual credit risk beyond the normal credit risk associated with commercial banking relationships. As of June 30, 2023 and December 31, 2022, the Company had no allowance for credit losses.

Significant customers are those that accounted for 10% or more of the Company’s revenue or accounts receivable. For the three and six months ended June 30, 2023, no customer accounted for more than 10% of revenue. For the three and six months ended June 30, 2022, one customer accounted for 17% of revenue. As of June 30, 2023 one customer accounted for 11% of accounts receivable. As of December 31, 2022, no customer accounted for more than 10% of accounts receivable.

Certain of the components and subassemblies included in the Company’s products are obtained from a sole source, a single source or a limited group of suppliers, as are sterilization services. Although the Company seeks to reduce dependence on those limited sources of suppliers, manufacturers and service providers, the partial or complete loss of certain of these sources could have a material adverse effect on the Company’s operating results, financial condition and cash flows and damage its customer relationships.

Fair Value Measurements

Certain assets and liabilities are carried at fair value under GAAP. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs. Financial assets and liabilities carried at fair value are to be classified and disclosed in one of the following three levels of the fair value hierarchy, of which the first two are considered observable and the last is considered unobservable:

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Level 2—Observable inputs (other than Level 1 quoted prices), such as quoted prices in active markets for similar assets or liabilities, quoted prices in markets that are not active for identical or similar assets or liabilities, or other inputs that are observable or can be corroborated by observable market data.

•

Level 3—Unobservable inputs that are supported by little or no market activity and that are significant to determining the fair value of the assets or liabilities, including pricing models, discounted cash flow methodologies and similar techniques.

The carrying values of the Company’s accounts receivable, accounts payable and accrued expenses approximate their fair values due to the short-term nature of these assets and liabilities. The carrying value of the Company’s long-term debt approximates its fair value (a level 2 measurement) at each balance sheet date due to its variable interest rate, which approximates a market interest rate. The Company's 1.50% Convertible Senior Notes due 2028 (the "Notes") are carried at the face value less unamortized debt discount and issuance costs on the consolidated balance sheets, and the fair value of the convertible senior notes is presented at each reporting period for disclosure purposes only.

Segment Information

The Company manages its operations as a single segment for the purposes of assessing performance and making operating decisions. The Company has developed and is commercializing a proprietary system to preserve human organs for transplant in a near-physiologic condition to address the limitations of cold storage organ preservation. Operating segments are defined as components of an enterprise for which separate financial information is regularly evaluated by the Company’s chief operating decision maker, or decision-making group, in deciding how to allocate resources and assess performance. The Company has determined that its chief operating decision maker is its Chief Executive Officer. The Company’s chief operating decision maker reviews the Company’s financial information on a consolidated basis for purposes of allocating resources and assessing financial performance.

Net Income (Loss) per Share

Basic net income (loss) per common share is computed by dividing the net income (loss) by the weighted average number of shares of common stock outstanding for the period. Diluted net income (loss) per common share is computed by dividing net income (loss) by the weighted average number of shares of common stock outstanding for the period, including potential dilutive common shares assuming the dilutive effect of outstanding common stock equivalents. For periods in which the Company reports a net loss, diluted net loss per common share is the same as basic net loss per common share, since dilutive common shares are not assumed to have been issued if their effect is anti-dilutive. The Company reported a net loss attributable to common stockholders for each of the three and six months ended June 30, 2023 and 2022.

The Company’s potential dilutive securities have been excluded from the computation of diluted net loss per share as the effect would be to reduce the net loss per share. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to common stockholders for the periods indicated above because including them would have had an anti-dilutive effect:


	As of June 30,
	2023		2022
Warrants to purchase common stock		14,440		64,440
Options to purchase common stock		3,223,074		3,476,064
Employee stock purchase plan		11,759		17,678
Restricted stock units		220,818		—
Restricted stock awards		12,745		23,120
Convertible senior notes		4,893,848		—
		8,376,684		3,581,302

- Definition

Disclosure of accounting policy for segment reporting.

+ References + Details

Segment Reporting and Geographic Data - Geographic Areas Long-lived Assets (Detail) - USD ($)
$ in Thousands

Jun. 30, 2023

Dec. 31, 2022

Geographic Areas, Long-Lived Assets [Abstract]

Long-lived assets

^[1]

$ 19,965

$ 19,223

United States [Member]

Geographic Areas, Long-Lived Assets [Abstract]

Long-lived assets

^[1]

19,344

18,568

All Other Countries [Member]

Geographic Areas, Long-Lived Assets [Abstract]

Long-lived assets

^[1]

$ 621

$ 655

[1]	The Company’s only long-lived assets consist of property and equipment, net of depreciation, which are categorized based on their location of domicile.

Long-term Debt and Financing Arrangements - Schedule of Convertible Senior Notes (Detail) $ in Thousands	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
Convertible senior notes, net of discount and current portion	$ 445,761
Convertible Debt [Member]
Debt Instrument [Line Items]
Principal amount	460,000
Net of current portion	460,000
Debt discount, net of accretion	$ (14,239)

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Long-term Debt and Financing Arrangements - Convertible Senior Notes - Additional Information (Detail)			3 Months Ended	6 Months Ended
	May 11, 2023 USD ($) TradingDays $ / shares shares	May 08, 2023	Jun. 30, 2023 USD ($)	Jun. 30, 2023 USD ($)
Debt Instrument [Line Items]
Proceeds from Convertible Debt				$ 445,380,000
Debt instrument, frequency of periodic payment	semiannually
Debt instrument, date of first required payment	Dec. 01, 2023
Convertible Senior Notes [Member]
Debt Instrument [Line Items]
Conversion price per share \| $ / shares	$ 94
Premium percentage over closing price		32.50%
Maturity date of notes	Jun. 01, 2028
Interest expense, debt			$ 1,300,000	$ 1,300,000
Percentage of cash coupon of notes and amortization of the debt issuance costs			1.50%	1.50%
Proceeds from Convertible Debt	$ 393,300,000
Capped call transaction costs net	52,100,000
Purchase discounts and other debt issuance costs	$ 14,600,000
Debt instrument, interest rate	1.50%
Debt instrument interest payable description				The Notes bear interest at a rate of 1.50% per year and interest is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023.
Conversion of per principal amount of notes	$ 1,000
Average effective interest rate			2.10%	2.10%
Convertible Senior Notes [Member] \| Used To Fund Capped Call Transactions [Member]
Debt Instrument [Line Items]
Proceeds from Convertible Debt	$ 52,100,000
Convertible Senior Notes [Member] \| Per One Thousand Dollars [Member]
Debt Instrument [Line Items]
Initial conversion rate shares of common stock \| shares	10.6388
Convertible Senior Notes [Member] \| Before March 1, 2028 [Member]
Debt Instrument [Line Items]
Conversion of per principal amount of notes	$ 1,000
Number of trading days \| TradingDays	5
Number of consecutive trading days \| TradingDays	10
Convertible Senior Notes [Member] \| Calendar Quarter Ending on September 30, 2023 but Before March 1, 2028 [Member]
Debt Instrument [Line Items]
Number of trading days \| TradingDays	20
Number of consecutive trading days \| TradingDays	30
Conversion price	130.00%
Convertible Senior Notes [Member] \| On or After June 8 2026 [Member] \| Redeemable Debt [Member]
Debt Instrument [Line Items]
Number of trading days \| TradingDays	20
Number of consecutive trading days \| TradingDays	30
Conversion price	130.00%
Convertible Senior Notes [Member] \| Maximum [Member] \| Before March 1, 2028 [Member]
Debt Instrument [Line Items]
Conversion price	98.00%
Convertible Debt [Member]
Debt Instrument [Line Items]
Principal amount			$ 460,000,000	$ 460,000,000
Private Placement [Member] \| Convertible Debt [Member]
Debt Instrument [Line Items]
Principal amount	$ 460,000,000

Segment Reporting and Geographic Data (Tables)

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Long-lived assets by geographical area

See Note 10 for revenue by country. Long-lived assets by geography are summarized as follows (in thousands):


	June 30, 2023		December 31, 2022
Long-lived assets by country(1):
United States	$	19,344	$	18,568
All other countries		621		655
Total long-lived assets	$	19,965	$	19,223

(1)

The Company’s only long-lived assets consist of property and equipment, net of depreciation, which are categorized based on their location of domicile.

Accrued Expenses and Other Current Liabilities (Tables)

6 Months Ended

Jun. 30, 2023

Accrued Expenses And Other Current Liabilities [Abstract]

Schedule of Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities consisted of the following (in thousands):


	June 30, 2023		December 31, 2022
Accrued payroll and related expenses	$	10,611	$	9,812
Accrued logistics costs		5,075		2,581
Accrued research, development and clinical trials expenses		1,322		1,876
Accrued professional fees		1,363		965
Accrued other		4,491		3,401
	$	22,862	$	18,635

Summary of Significant Accounting Policies - Summary of Potentially Dilutive Securities Excluded from Calculation of Diluted Net Loss Per Share (Detail) - shares	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share Amount	8,376,684	3,581,302
Warrants to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share Amount	14,440	64,440
Options to purchase common stock [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share Amount	3,223,074	3,476,064
Employee stock purchase plan [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share Amount	11,759	17,678
Restricted stock units [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share Amount	220,818
Restricted stock awards [Member]
Antidilutive Securities Excluded from Computation of Earnings Per Share Amount	12,745	23,120
Convertible Senior Notes
Antidilutive Securities Excluded from Computation of Earnings Per Share Amount	4,893,848

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash	$ 582,210	$ 201,182
Accounts receivable	47,524	27,611
Inventory	30,545	20,605
Prepaid expenses and other current assets	2,376	2,896
Total current assets	662,655	252,294
Property and equipment, net	19,965	19,223
Restricted cash	750	500
Operating lease right-of-use assets	6,929	5,130
Other non-current assets	59
Total assets	690,358	277,147
Current liabilities:
Accounts payable	7,031	3,341
Accrued expenses and other current liabilities	22,862	18,635
Deferred revenue	244	241
Operating lease liabilities	1,880	1,444
Total current liabilities	32,017	23,661
Convertible senior notes, net	445,761
Long-term debt, net	58,908	58,696
Operating lease liabilities, net of current portion	8,459	7,415
Total liabilities	545,145	89,772
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, no par value; 25,000,000 shares authorized; no shares issued or outstanding
Common stock, no par value; 150,000,000 shares authorized; 32,582,933 shares and 32,141,368 shares issued and outstanding at June 30, 2023 and December 31, 2022, respectively	627,747	666,277
Accumulated other comprehensive loss	(220)	(225)
Accumulated deficit	(482,314)	(478,677)
Total stockholders' equity	145,213	187,375
Total liabilities and stockholders' equity	$ 690,358	$ 277,147

Summary of Significant Accounting Policies

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

2. Summary of Significant Accounting Policies

Unaudited Interim Financial Information

Use of Estimates

Risk of Concentrations of Credit, Significant Customers and Significant Suppliers

Fair Value Measurements

•

Level 1—Quoted prices in active markets for identical assets or liabilities.

•

Segment Information

Net Income (Loss) per Share


	As of June 30,
	2023		2022
Warrants to purchase common stock		14,440		64,440
Options to purchase common stock		3,223,074		3,476,064
Employee stock purchase plan		11,759		17,678
Restricted stock units		220,818		—
Restricted stock awards		12,745		23,120
Convertible senior notes		4,893,848		—
		8,376,684		3,581,302

Related Party Transactions - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Director [Member]
Related Party Transaction [Line Items]
Compensation expense	$ 0.1	$ 0.1	$ 0.2	$ 0.2

Segment Reporting and Geographic Data

6 Months Ended

Jun. 30, 2023

Segment Reporting [Abstract]

Segment Reporting and Geographic Data

9. Segment Reporting and Geographic Data

The Company has determined that it operates in one segment (see Note 2).

See Note 10 for revenue by country. Long-lived assets by geography are summarized as follows (in thousands):


	June 30, 2023		December 31, 2022
Long-lived assets by country(1):
United States	$	19,344	$	18,568
All other countries		621		655
Total long-lived assets	$	19,965	$	19,223

(1)

The Company’s only long-lived assets consist of property and equipment, net of depreciation, which are categorized based on their location of domicile.

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
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-Paragraph 31
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
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-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
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-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions		1 Months Ended	3 Months Ended	6 Months Ended	12 Months Ended
	Jan. 01, 2023	Jan. 31, 2021	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022
Operating lease, additional amount due over remaining lease term			$ 2.6	$ 2.6
Defined contribution plan, contribution amount			0.4	0.7	$ 0.0
Recorded unconditional purchase commitment, minimum quantity required		$ 9.5
Recorded unconditional purchase commitment, maturity year and month		2029-12
Remaining purchase commitment			$ 7.0	$ 7.0
First 3% of Compensation Contributed [Member]
Defined contribution plan, matching percentage of each employee's contribution	100.00%
100% Match [Member]
Defined contribution plan, percentage of matching contribution	3.00%
Fifty Percent Match [Member] \| Additional Maximum [Member]
Defined contribution plan, percentage of matching contribution	2.00%
Excess of 3% to 5% of Compensation Contributed [Member]
Defined contribution plan, matching percentage of each employee's contribution	50.00%

Long-term Debt and Financing Arrangements (Tables)

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Schedule of Convertible Senior Notes

Convertible senior notes consisted of the following (in thousands):


	June 30, 2023
Principal amount of convertible senior notes	$	460,000
Less: Current portion of convertible senior notes		—
Convertible senior notes, net of current portion		460,000
Debt discount, net of accretion		(14,239	)
Convertible senior notes, net of discount and current portion	$	445,761

Schedule of Long-Term Debt Instruments

Long-term debt consisted of the following (in thousands):


	June 30, 2023			December 31, 2022
Principal amount of long-term debt	$	60,000		$	60,000
Less: Current portion of long-term debt		—			—
Long-term debt, net of current portion		60,000			60,000
Debt discount, net of accretion		(1,092	)		(1,304	)
Long-term debt, net of discount and current portion	$	58,908		$	58,696

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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+ Details

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions		6 Months Ended
	Apr. 15, 2019	Jun. 30, 2023	Aug. 31, 2021
Unrecognized compensation cost related to unvested employee and director stock-based awards		$ 47.3
Weighted average period for unrecognized compensation cost		2 years 7 months 6 days
2019 Stock Plan [Member]
Share-based compensation arrangement by share-based payment award, number of shares authorized	3,428,571
Share based compensation arrangement by share based payment award number of shares available for grant		1,376,397
2019 Stock Plan [Member] \| Common Stock
Share-based compensation arrangement by sharebased payment award, number of additional shares authorized		1,000,000
2019 Stock Plan [Member] \| From 2014 Plan [Member]
Share-based compensation arrangement by share-based payment award, number of shares authorized	1,595,189
2019 Employee Stock Purchase Plan [Member]
Share-based compensation arrangement by share-based payment award, number of shares authorized	371,142
Share based compensation arrangement by share based payment award number of shares available for grant		276,318
Purchase price of common stock, percent	85.00%
Number of shares issued		14,135
2021 Inducement Plan [Member] \| Common Stock
Share-based compensation arrangement by share-based payment award, number of shares authorized			1,000,000
Share based compensation arrangement by share based payment award number of shares available for grant		340,347
2019 Plan and 2021 Inducement Plan [Member] \| Common Stock
Options granted		427,635
Share-based compensation arrangement by share-based payment award, options, grants in period, weighted average grant date fair value		$ 43.86
2019 Plan and 2021 Inducement Plan [Member] \| Restricted stock units [Member]
Shares granted		221,827
Share-based compensation arrangement by share-based payment award, grants in period, weighted average grant date fair value		$ 67.05

Inventory

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Inventory

4. Inventory

Inventory consisted of the following (in thousands):


	June 30, 2023		December 31, 2022
Raw materials	$	15,099	$	10,939
Work-in-process		2,881		1,876
Finished goods		12,565		7,790
	$	30,545	$	20,605

Stock-Based Compensation - Schedule of Stock-Based Compensation Expense (Detail) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Allocated Share-based Compensation Expense	$ 4,958	$ 2,316	$ 8,879	$ 4,626
Cost of revenue [Member]
Allocated Share-based Compensation Expense	80	31	129	56
Research, development and clinical trials expenses [Member]
Allocated Share-based Compensation Expense	714	364	1,232	685
Selling, general and administrative expenses [Member]
Allocated Share-based Compensation Expense	$ 4,164	$ 1,921	$ 7,518	$ 3,885

Inventory - Schedule of Inventory, Current (Detail) - USD ($) $ in Thousands	Jun. 30, 2023	Dec. 31, 2022
Inventory Disclosure [Abstract]
Raw materials	$ 15,099	$ 10,939
Work-in-process	2,881	1,876
Finished goods	12,565	7,790
Inventory, net	$ 30,545	$ 20,605

CONSOLIDATED STATEMENTS OF CASHFLOWS (Parenthetical) $ in Thousands	6 Months Ended
	Jun. 30, 2023 USD ($)
Statement of Cash Flows [Abstract]
Convertible senior notes, issuance costs paid	$ 14,620

Revenue

6 Months Ended

Jun. 30, 2023

Revenue from Contract with Customer [Abstract]

Revenue

10. Revenue

Payments to Customers

The Company has determined that the payments made to the customer for reimbursement of clinical trial materials and customer’s costs incurred to execute specific clinical trial protocols related to the Company’s OCS products do not provide the Company with a distinct good or service transferred by the customer, and therefore such payments are recorded as a reduction of revenue from the customer in the Company’s consolidated statements of operations. The Company records the reduction of revenue in the same period as the revenue is recognized and records a corresponding accrual for its estimate of the payments. As clinical trials reach the closeout phase, the Company updates its accrual estimates with corresponding adjustments to revenue. The net impact of such adjustments were insignificant in each of the three and six months ended June 30, 2023 and 2022. The Company will continue to update its clinical trial accrual estimates as information related to clinical trial payments is received.

The Company determined that payments made to customers to obtain information related to post-approval studies or existing standard-of-care protocols (i.e., unrelated to the Company’s OCS products) meet the criteria to be classified as a cost

because the Company receives a distinct good or service transferred by the customer separate from the customer’s purchase of the Company’s OCS products and the consideration paid to the customer represents the fair value of the distinct good or service received. As a result, such payments made to the customers are recorded as operating expenses. The Company recorded payments made to customers related to post-approval studies and for documentation related to existing standard-of-care protocols of $0.3 million and $0.2 million for the three months ended June 30, 2023 and 2022, respectively, and $0.4 million and $0.5 million for the six months ended June 30, 2023 and 2022, respectively, as operating expenses.

Disaggregated Revenue


	Three Months Ended June 30,				Six Months Ended June 30,
	2023		2022		2023		2022
Revenue by country by organ(1):
United States
Lung total revenue	$	2,817	$	2,644	$	4,248	$	4,595
Heart total revenue		13,456		5,876		26,412		9,617
Liver total revenue		32,674		9,618		55,788		17,487
Total United States revenue		48,947		18,138		86,448		31,699
All other countries
Lung revenue	$	403	$	194	$	654	$	542
Heart revenue		3,108		2,189		6,910		4,160
Liver revenue		7		—		7		—
Total all other countries revenue		3,518		2,383		7,571		4,702
Total revenue	$	52,465	$	20,521	$	94,019	$	36,401

(1)

Revenue by country is categorized based on the location of the end customer. Total revenue includes product and service revenue.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

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Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 606
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-Name Accounting Standards Codification
-Section 50
-Paragraph 9
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Name Accounting Standards Codification
-Topic 606
-Publisher FASB
-URI https://asc.fasb.org//606/tableOfContent

+ Details

Marketable Securities and Fair Value Measurements - Additional Information (Detail) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Marketable Securities and Fair Value Measurements [Abstract]
Marketable Securities	$ 0	$ 0
Assets measured at fair value	0	0
Liabilities measured at fair value	0	$ 0
Carrying value of convertible senior notes	445,761,000
Estimated fair value of convertible senior notes	$ 528,300,000

Commitments and Contingencies

6 Months Ended

Jun. 30, 2023

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

8. Commitments and Contingencies

Operating Leases

The Company leases office, laboratory and manufacturing space under two non-cancelable operating leases. In June 2023, the Company amended one of its lease agreements to add space, resulting in additional lease payments of approximately $2.6 million over the remaining term of the leases.

There have been no other material changes to the Company’s leases during the six months ended June 30, 2023. For additional information, please read Note 12 Leases, to the consolidated financial statements in the Company’s Form 10-K for the year ended December 31, 2022.

401(k) Savings Plan

The Company has a defined-contribution savings plan under Section 401(k) of the Internal Revenue Code. This plan covers substantially all employees who meet minimum age and service requirements and allows participants to defer a portion of their compensation on a pre-tax basis. Company contributions to the plan may be made at the discretion of the board of directors. As of December 31, 2022, the Company had not made any contributions to the plan. Effective January 1, 2023, the Company instituted an employer matching program for the 401(k) Plan pursuant to which the Company will match 100% of the first 3% of each participating employee’s eligible compensation contributed to the plan and 50% of up to an additional 2% each participating employee’s eligible compensation contributed to the plan. For the three and six months ended June 30, 2023, the Company recorded expense of $0.4 million and $0.7 million, respectively, related to these matching contributions.

Indemnification Agreements

In the ordinary course of business, the Company has agreed to defend and indemnify its customers against third-party claims asserting infringement of certain intellectual property rights, which may include patents, copyrights, trademarks, or trade secrets. The Company’s exposure under these indemnification provisions is generally limited to the total amount paid by the end-customer under the agreement. However, certain agreements include indemnification provisions that could potentially expose the Company to losses in excess of the amount received under the agreement. In the ordinary course of business, the Company may provide indemnification of varying scope and terms to vendors, lessors, business partners, and other parties with respect to certain matters including, but not limited to, losses arising out of breach of such agreements or from intellectual property infringement claims made by third parties. In addition, the Company has entered into indemnification agreements with members of its board of directors that will require the Company, among other things, to indemnify them against certain liabilities that may arise by reason of their status or services as directors or officers.

The maximum potential amount of future payments the Company could be required to make under these indemnification agreements is, in many cases, unlimited. To date, the Company has not incurred any material costs as a result of such indemnifications. The Company is not currently aware of any indemnification claims and had not accrued any liabilities related to such obligations in its consolidated financial statements as of June 30, 2023 and December 31, 2022.

Unconditional Purchase Commitment

In January 2021, the Company entered into an unconditional $9.5 million purchase commitment, in the ordinary course of business, for goods with specified annual minimum quantities to be purchased through December 2029. The contract is not cancellable without penalty. The remaining purchase commitment as of June 30, 2023 was $7.0 million.

Legal Proceedings

The Company is not currently party to any material legal proceedings. At each reporting date, the Company evaluates whether or not a potential loss amount or a potential range of loss is probable and reasonably estimable under the provisions of the authoritative guidance that addresses accounting for contingencies. The Company expenses as incurred the costs related to such legal proceedings.

Inventory (Tables)

6 Months Ended

Jun. 30, 2023

Inventory Disclosure [Abstract]

Schedule of Inventory, Current

Inventory consisted of the following (in thousands):


	June 30, 2023		December 31, 2022
Raw materials	$	15,099	$	10,939
Work-in-process		2,881		1,876
Finished goods		12,565		7,790
	$	30,545	$	20,605

CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Statement of Comprehensive Income [Abstract]
Net loss	$ (1,001)	$ (11,523)	$ (3,637)	$ (22,085)
Other comprehensive income (loss):
Foreign currency translation adjustment	(2)	(30)	5	(54)
Unrealized gains (losses) on marketable securities, net of tax of $0		9		(64)
Total other comprehensive income (loss)	(2)	(21)	5	(118)
Comprehensive loss	$ (1,003)	$ (11,544)	$ (3,632)	$ (22,203)

- Definition

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

+ References

+ Details

- Definition

Amount after tax and reclassification adjustments of other comprehensive income (loss).

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
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+ Details

Summary of Significant Accounting Policies (Tables)

6 Months Ended

Jun. 30, 2023

Accounting Policies [Abstract]

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share

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


	As of June 30,
	2023		2022
Warrants to purchase common stock		14,440		64,440
Options to purchase common stock		3,223,074		3,476,064
Employee stock purchase plan		11,759		17,678
Restricted stock units		220,818		—
Restricted stock awards		12,745		23,120
Convertible senior notes		4,893,848		—
		8,376,684		3,581,302

Document and Entity Information - shares	6 Months Ended
Document and Entity Information - shares	Jun. 30, 2023	Jul. 31, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q2
Entity Registrant Name	TransMedics Group, Inc.
Entity Central Index Key	0001756262
Current Fiscal Year End Date	--12-31
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Large Accelerated Filer
Entity Shell Company	false
Entity Emerging Growth Company	false
Entity Small Business	false
Entity Common Stock, Shares Outstanding		32,630,386
Entity File Number	001-38891
Entity Incorporation, State or Country Code	MA
Entity Tax Identification Number	83-2181531
Entity Address, Address Line One	200 Minuteman Road
Entity Address, City or Town	Andover
Entity Address, State or Province	MA
Entity Address, Postal Zip Code	01810
City Area Code	978
Local Phone Number	552-0900
Document Quarterly Report	true
Document Transition Report	false
Title of 12(b) Security	Common Stock, No Par Value
Trading Symbol	TMDX
Security Exchange Name	NASDAQ

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred Stock, No Par Value
Preferred Stock, Shares Authorized	25,000,000	25,000,000
Preferred Stock, Shares Issued	0	0
Preferred Stock, Shares Outstanding	0	0
Common Stock, No Par Value
Common Stock, Shares Authorized	150,000,000	150,000,000
Common Stock, Shares, Issued	32,582,933	32,141,368
Common Stock, Shares, Outstanding	32,582,933	32,141,368

Summary of Significant Accounting Policies - Additional Information (Detail)	3 Months Ended		6 Months Ended		12 Months Ended
	Jun. 30, 2023 USD ($)	Jun. 30, 2022	Jun. 30, 2023 USD ($) Segment	Jun. 30, 2022	Dec. 31, 2022 USD ($)
Allowance for credit losses \| $	$ 0		$ 0		$ 0
Number of operating segments \| Segment			1
Convertible Senior Notes Due 2028 [Member]
Debt instrument, interest rate	1.50%		1.50%
Customer Concentration Risk \| Revenue Benchmark \| Significant Customer Benchmark [Member] \| Minimum [Member]
Concentration risk percentage	10.00%		10.00%
Customer Concentration Risk \| Revenue Benchmark \| Customer One [Member]
Concentration risk percentage		17.00%		17.00%
Customer Concentration Risk \| Accounts Receivable \| Significant Customer Benchmark [Member] \| Minimum [Member]
Concentration risk percentage			10.00%		10.00%
Customer Concentration Risk \| Accounts Receivable \| Customer One [Member] \| Minimum [Member]
Concentration risk percentage			11.00%

Revenue - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue from Contract with Customer [Abstract]
Research development and clinical trials expenses	$ 0.3	$ 0.2	$ 0.4	$ 0.5

Long-term Debt and Financing Arrangements

6 Months Ended

Jun. 30, 2023

Debt Disclosure [Abstract]

Long-Term Debt and Financing Arrangements

6. Long-Term Debt and Financing Arrangements

Convertible Senior Notes

Convertible senior notes consisted of the following (in thousands):


	June 30, 2023
Principal amount of convertible senior notes	$	460,000
Less: Current portion of convertible senior notes		—
Convertible senior notes, net of current portion		460,000
Debt discount, net of accretion		(14,239	)
Convertible senior notes, net of discount and current portion	$	445,761

On May 11, 2023, the Company issued $460.0 million aggregate principal amount of the Notes, in a private placement to qualified institutional buyers pursuant to Rule 144A under the Securities Act, pursuant to an indenture dated May 11, 2023, by and between the Company and U.S. Bank Trust Company, National Association (the “Indenture”).

The initial conversion price of the Notes is approximately $94.00 per share of common stock, which represents a premium of approximately 32.5% over the closing price of the Company’s common stock on May 8, 2023. The Notes will mature on June 1, 2028, unless earlier repurchased, redeemed or converted. The Company used $52.1 million of the proceeds from the sale of the Notes to fund the cost of entering into capped call transactions, described below. The proceeds from the issuance of the Notes were approximately $393.3 million, net of capped call transaction costs of $52.1 million and initial purchaser discounts and other debt issuance costs totaling $14.6 million.

The Notes bear interest at a rate of 1.50% per year and interest is payable semiannually in arrears on June 1 and December 1 of each year, beginning on December 1, 2023. The initial conversion rate is 10.6388 shares of common stock per $1,000 principal amount of the Notes, which represents an initial conversion price of approximately $94.00 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events as described in the Indenture.

Before March 1, 2028, noteholders have the right to convert their Notes only upon the occurrence of certain events, including certain corporate events, and during the five business days immediately after any ten consecutive trading days in which the trading price per $1,000 principal amount of Notes is less than ninety eight percent (98%) of the as converted value. Additionally, the noteholder can convert their Notes during any calendar quarter (and only during such calendar quarter), commencing after the calendar quarter ending on September 30, 2023 but before March 1, 2028, provided the last reported sale price of the common stock for at least 20 trading days is greater than or equal to 130% of the conversion price during the 30 consecutive trading days ending on the last trading day of a calendar quarter. From and after March 1, 2028, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company has the right to elect to settle conversions either in cash, shares or in a combination of cash and shares of its common stock.

Prior to June 8, 2026, the Notes will not be redeemable. On or after June 8, 2026, the Company may redeem for cash all or any portion of the Notes (subject to the partial redemption limitation set forth in the Indenture), at its option, if the last reported sale price of the Company’s common stock has been at least 130% of the conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading day period (including the last trading day of such period) ending on, and including, the trading day immediately preceding the date on which the Company provides notice of redemption. In addition, calling any Note for redemption will constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.

The Company accounts for the Notes as a single liability in accordance with ASC 470-20 as the Company concluded that embedded conversion features within the Notes do not meet the requirements for bifurcation. Initial purchaser discounts and other debt issuance costs related to the Notes totaling $14.6 million were recorded by the Company as a debt discount. The debt discount is reflected as a reduction of the carrying value of the Notes on the Company’s consolidated balance sheet and is being accreted to interest expense over the term of the Notes using the effective interest method. During the three and six months ended June 30, 2023, the Company recognized $1.3 million in interest expense related to the 1.50% cash coupon of the Notes and amortization of the debt issuance costs. During the three and six months ended June 30, 2023, the effective interest rate on the outstanding Notes was approximately 2.1%.

Capped Call Transactions

In connection with the offering of the Notes, the Company entered into privately negotiated capped call transactions (the “Capped Calls”) with certain financial institution counterparties (the “Option Counterparties”). The Capped Calls are generally intended to reduce or offset the potential dilution to the common stock upon any conversion of the Notes with such reduction or offset, as the case may be, subject to a cap based on the cap price. For accounting purposes, the Capped Calls are separate transactions, and not part of the terms of the Notes. The Capped Calls are recorded in stockholders’ equity and are not accounted for as derivatives. The cost of $52.1 million incurred to purchase the Capped Calls were recorded as a reduction to common stock in the accompanying consolidated balance sheet.

Each of the Capped Calls has an initial strike price of approximately $94.00 per share, subject to certain adjustments, which corresponds to the initial conversion price of the Notes. The Capped Calls have an initial cap price of $141.88 per share, subject to certain adjustments. The Capped Calls cover, subject to anti-dilution adjustments, approximately 4,893,848 million shares of the Company’s common stock, which is the same number of shares of the Company’s common stock initially underlying the Notes. The Capped Calls are subject to automatic exercise over a 40 trading day period commencing on April 3, 2028, subject to earlier termination under certain circumstances.

Long-term debt

Long-term debt consisted of the following (in thousands):


	June 30, 2023			December 31, 2022
Principal amount of long-term debt	$	60,000		$	60,000
Less: Current portion of long-term debt		—			—
Long-term debt, net of current portion		60,000			60,000
Debt discount, net of accretion		(1,092	)		(1,304	)
Long-term debt, net of discount and current portion	$	58,908		$	58,696

In July 2022, the Company entered into a credit agreement with Canadian Imperial Bank of Commerce (“CIBC”), as amended by the First Amendment to Credit Agreement, dated as of May 8, 2023, by and among the Company and CIBC (the “First Amendment”) and the Second Amendment to Credit Agreement, dated as of June 23, 2023, by and among the Company, and CIBC (the “Second Amendment”) (as amended, the “CIBC Credit Agreement”), pursuant to which the Company borrowed $60.0 million. In connection with the CIBC Credit Agreement, the Company repaid all amounts due under its previously outstanding credit agreement with OrbiMed Royalty Opportunities II, LP, including $35.0 million of principal repayments and a $1.1 million end of term payment, as well as accrued interest and the OrbiMed Credit Agreement was terminated. Upon repayment of the outstanding amounts, the Company recorded a loss on extinguishment of debt of $0.6 million, which was classified as other expense in the consolidated statements of operations.

On May 8, 2023, the Company entered into the First Amendment, which among other items, allowed for the issuance of the Notes and Capped Calls. On June 23, 2023, the Company entered into the Second Amendment, which among other items, permits the Company to make acquisitions of equity or assets of another entity, subject to the conditions under the Second Amendment, including acquisitions, without further consent of CIBC, up to a maximum amount of $50.0 million for the cash consideration payable in connection with an individual acquisition and a maximum amount of $150.0 million for the total cash consideration payable for all acquisitions made by the Company on or after June 23, 2023. The definition of consolidated adjusted EBITDA was also amended to add a provision for the pro forma effect of any acquisitions that occur during the period. Additionally, pursuant to the Second Amendment, the parties agreed to extend the start of the principal repayment period to July 31, 2026, on which date the Company is obligated to begin repayment of the term loans in equal monthly installments until the maturity date in July 2027.

Borrowings under the CIBC Credit Agreement bear interest at an annual rate equal to either, at the Company’s option, (i) the secured overnight financing rate for an interest period selected by the Company, subject to a minimum of 1.50%, plus 2.0% or (ii) 1.0% plus the higher of a) the prime rate subject to a minimum of 4.0% or b) the Federal Funds Effective Rate, plus 0.5%. At the Company’s option, the Company may prepay borrowings outstanding under the CIBC Credit Agreement, subject to a prepayment fee of 2.0% of outstanding borrowings if paid prior to 12 months after the closing date, and 1.0% if paid on or after 12 months after the closing date but prior to 24 months after the closing date.

In connection with entering into the CIBC Credit Agreement, the Company paid upfront fees and other costs of $1.5 million, which were recorded by the Company as a debt discount. The debt discount is reflected as a reduction of the carrying value of long-term debt on the Company’s consolidated balance sheet and is being accreted to interest expense over the term of the CIBC Credit Agreement using the effective interest method.

All obligations under the CIBC Credit Agreement are guaranteed by the Company and each of its material subsidiaries. All obligations of the Company and each guarantor are secured by substantially all of the Company’s and each guarantor’s assets, including their intellectual property, subject to certain exceptions. Under the CIBC Credit Agreement, the Company has agreed to customary representations and warranties, events of default and certain affirmative and negative covenants to which it will remain subject until maturity. The financial covenants include, among other covenants, (x) a requirement to maintain a minimum liquidity amount of the greater of either (i) the consolidated adjusted EBITDA loss (or gain) for the trailing four month period (only if EBITDA is negative) and (ii) $10.0 million, and (y) a requirement to maintain total net revenue of at least 75% of the level set forth in the total revenue plan presented to CIBC. As discussed above, the definition of consolidated adjusted EBITDA was amended to include the pro forma effect of acquisitions. The obligations under the CIBC Credit Agreement are subject to acceleration upon the occurrence of specified events of default, including payment default, change in control, bankruptcy, insolvency, certain defaults under other material debt, certain events with respect to governmental approvals (if such events could cause a material adverse change in the Company’s business), failure to comply with certain covenants and a material adverse change in the Company’s business, operations or financial condition. As of June 30, 2023, the Company was in compliance with all financial covenants of the CIBC Credit Agreement.

During the continuance of an event of default, the interest rate per annum will be equal to the rate that would have otherwise been applicable at the time of the event of default plus 2.0%. If an event of default (other than certain events of bankruptcy or insolvency) occurs and is continuing, CIBC may declare all or any portion of the outstanding principal amount of the borrowings plus accrued and unpaid interest to be due and payable. Upon the occurrence of certain events of bankruptcy or insolvency, all of the outstanding principal amount of the borrowings plus accrued and unpaid interest will automatically become due and payable. In addition, the Company may be required to prepay outstanding borrowings, subject to certain exceptions, with portions of net cash proceeds of certain asset sales and certain casualty and condemnation events.

The Company assessed all terms and features of the CIBC Credit Agreement in order to identify any potential embedded features that would require bifurcation. As part of this analysis, the Company assessed the economic characteristics and risks of the debt. The Company determined that all features of the CIBC Credit Agreement are either clearly and closely associated with a debt host or have a de minimis fair value and, as such, do not require separate accounting as a derivative liability.

As of June 30, 2023, the interest rate applicable to borrowings under the CIBC Credit Agreement was 7.2%. During the three and six months ended June 30, 2023, the weighted average effective interest rate on outstanding borrowings under the CIBC Credit Agreement was approximately 7.7% and 7.5%, respectively.