Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2017 | Oct. 13, 2017 | |
Document and Entity Information [Abstract] | ||
Entity Registrant Name | MIMEDX GROUP, INC. | |
Entity Central Index Key | 1,376,339 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 111,034,873 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q3 | |
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2017 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Current assets: | ||
Cash and cash equivalents | $ 36,522 | $ 34,391 |
Accounts receivable, net | 59,581 | 67,151 |
Inventory, net | 10,419 | 17,814 |
Prepaid expenses | 6,662 | 5,894 |
Other current assets | 926 | 1,288 |
Total current assets | 114,110 | 126,538 |
Property and equipment, net of accumulated depreciation | 13,264 | 13,786 |
Goodwill | 19,894 | 20,203 |
Intangible assets, net of accumulated amortization | 10,377 | 23,268 |
Deferred tax asset, net | 17,671 | 9,114 |
Other assets | 3,391 | 354 |
Total assets | 178,707 | 193,263 |
Current liabilities: | ||
Accounts payable | 8,767 | 11,436 |
Accrued compensation | 15,092 | 12,365 |
Accrued expenses | 8,613 | 10,941 |
Current portion of earn out liability | 0 | 8,740 |
Income taxes | 2,329 | 5,768 |
Other current liabilities | 358 | 1,482 |
Total current liabilities | 35,159 | 50,732 |
Earn out liability | 0 | 8,710 |
Other liabilities | 1,076 | 821 |
Total liabilities | 36,235 | 60,263 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity: | ||
Preferred stock; $.001 par value; 5,000,000 shares authorized and 0 shares issued and outstanding | 0 | 0 |
Common stock; $.001 par value; 150,000,000 shares authorized; 112,703,926 issued and 111,035,248 outstanding at September 30, 2017 and 110,212,547 issued and 109,862,787 outstanding at December 31, 2016 | 112 | 110 |
Additional paid-in capital | 163,446 | 161,261 |
Treasury stock at cost: 1,668,678 shares at September 30, 2017 and 349,760 shares at December 31, 2016 | (24,784) | (2,216) |
Accumulated earnings (deficit) | 3,698 | (26,155) |
Total stockholders' equity | 142,472 | 133,000 |
Total liabilities and stockholders' equity | $ 178,707 | $ 193,263 |
CONDENSED CONSOLIDATED BALANCE3
CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2017 | Dec. 31, 2016 |
Stockholders' equity: | ||
Preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 5,000,000 | 5,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 150,000,000 | 150,000,000 |
Common stock, shares issued (in shares) | 112,703,926 | 110,212,547 |
Common stock, shares outstanding (in shares) | 111,035,248 | 109,862,787 |
Treasury stock, shares (in shares) | 1,668,678 | 349,760 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Income Statement [Abstract] | ||||
Net sales | $ 84,573 | $ 64,429 | $ 233,592 | $ 175,139 |
Cost of sales | 9,599 | 7,997 | 26,972 | 23,338 |
Gross margin | 74,974 | 56,432 | 206,620 | 151,801 |
Operating expenses: | ||||
Research and development expenses | 5,481 | 2,919 | 14,430 | 8,582 |
Selling, general and administrative expenses | 60,233 | 48,179 | 168,498 | 131,599 |
Amortization of intangible assets | 418 | 631 | 1,451 | 1,889 |
Operating income | 8,842 | 4,703 | 22,241 | 9,731 |
Other income (expense) | ||||
Gain on divestiture | 4,274 | 0 | 4,274 | 0 |
Interest expense, net | (43) | (87) | (337) | (254) |
Income before income tax provision | 13,073 | 4,616 | 26,178 | 9,477 |
Income tax provision (expense) benefit | 4,384 | (1,295) | 3,675 | (2,984) |
Net income | $ 17,457 | $ 3,321 | $ 29,853 | $ 6,493 |
Net income per common share - basic (in dollars per share) | $ 0.16 | $ 0.03 | $ 0.28 | $ 0.06 |
Net income per common share - diluted (in dollars per share) | $ 0.15 | $ 0.03 | $ 0.26 | $ 0.06 |
Weighted average shares outstanding - basic (in shares) | 106,871,436 | 105,991,990 | 106,469,278 | 105,927,890 |
Weighted average shares outstanding - diluted (in shares) | 117,501,925 | 112,361,179 | 116,547,006 | 112,193,701 |
CONDENSED CONSOLIDATED STATEME5
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (Unaudited) - 9 months ended Sep. 30, 2017 - USD ($) $ in Thousands | Total | Common Stock | Additional Paid-in Capital | Treasury Stock | Earnings (Deficit) |
Balance (in shares) at Dec. 31, 2016 | 110,212,547 | 349,760 | |||
Balance, beginning of period at Dec. 31, 2016 | $ 133,000 | $ 110 | $ 161,261 | $ (2,216) | $ (26,155) |
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | $ 15,232 | 15,232 | |||
Exercise of stock options (in shares) | 2,417,769 | 1,097,933 | (1,319,836) | ||
Exercise of stock options | $ 11,590 | $ 1 | (2,697) | $ 14,286 | |
Issuance of restricted stock (in shares) | 1,393,446 | (1,630,093) | |||
Issuance of restricted stock | 0 | $ 1 | (13,108) | $ 13,107 | |
Restricted stock shares canceled/forfeited | 0 | 2,717 | $ (2,717) | ||
Restricted stock shares cancelled/forfeited (in shares) | 283,198 | ||||
Shares issued for services performed | $ 166 | 41 | $ 125 | ||
Shares issued for services performed (in shares) | (17,539) | (17,539) | |||
Share repurchase (in shares) | 3,644,327 | ||||
Share repurchase | $ (44,032) | $ (44,032) | |||
Shares repurchased for tax withholding (in shares) | 358,861 | ||||
Shares repurchased for tax withholding | (3,337) | $ (3,337) | |||
Net income | 29,853 | 29,853 | |||
Balance (in shares) at Sep. 30, 2017 | 112,703,926 | 1,668,678 | |||
Balance, end of period at Sep. 30, 2017 | $ 142,472 | $ 112 | $ 163,446 | $ (24,784) | $ 3,698 |
CONDENSED CONSOLIDATED STATEME6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Cash flows from operating activities: | ||
Net income | $ 29,853 | $ 6,493 |
Adjustments to reconcile net income to net cash from operating activities: | ||
Depreciation | 3,074 | 2,394 |
Amortization of intangible assets | 1,451 | 1,889 |
Amortization of inventory fair value step-up | 203 | 1,471 |
Amortization of deferred financing costs | 135 | 136 |
Impairment of intangible assets | 357 | 0 |
Share-based compensation | 15,232 | 13,826 |
Change in deferred income taxes | (8,557) | (449) |
Gain on divestiture | (4,274) | 0 |
Increase (decrease) in cash, net of effects of acquisition and divestiture, resulting from changes in: | ||
Accounts receivable | 5,165 | (7,671) |
Inventory | 3,738 | (3,599) |
Prepaid expenses | (792) | (2,023) |
Other assets | (402) | 286 |
Accounts payable | 478 | (3,941) |
Accrued compensation | 2,873 | (4,223) |
Accrued expenses | (2,228) | 2,020 |
Income taxes | (3,438) | 2,621 |
Other liabilities | (794) | (82) |
Net cash flows from operating activities | 42,074 | 9,148 |
Cash flows from investing activities: | ||
Purchases of equipment | (3,998) | (5,301) |
Stability acquisition | 0 | (7,631) |
Fixed maturity securities redemption | 0 | 3,000 |
Patent application costs | (144) | (515) |
Net cash flows from investing activities | (4,142) | (10,447) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 11,590 | 2,548 |
Share repurchase under repurchase plan | (44,032) | (10,378) |
Share repurchase for tax withholdings on vesting of restricted stock | (3,337) | (892) |
Deferred financing costs | 0 | (106) |
Payments under capital lease obligations | (22) | (21) |
Net cash flows from financing activities | (35,801) | (8,849) |
Net change in cash | 2,131 | (10,148) |
Cash and cash equivalents, beginning of period | 34,391 | 28,486 |
Cash and cash equivalents, end of period | $ 36,522 | $ 18,338 |
Basis of Presentation
Basis of Presentation | 9 Months Ended |
Sep. 30, 2017 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) from interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU’’) to the FASB’s Accounting Standards Codification (“ASC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three and nine months ended September 30, 2017 and 2016 , are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2016 , has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read these condensed consolidated financial statements together with the historical consolidated financial statements of the Company for the year ended December 31, 2016 , included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the SEC on March 1, 2017. The Company operates in one business segment, Regenerative Biomaterials, which includes the design, manufacture and marketing of products and tissue processing services for the Wound Care, Surgical, Sports Medicine, Ophthalmic and Dental market categories. The MiMedx allograft product families include our: dHACM family with AmnioFix® and EpiFix® brands; Amniotic Fluid family with OrthoFlo brand; Umbilical family with EpiCord® and AmnioCord® brands; and Placental Collagen family with CollaFix® and AmnioFill® brands. AmnioFix and EpiFix are our tissue technologies processed from human amniotic membrane; OrthoFlo is an amniotic fluid derived allograft; EpiCord and AmnioCord are derived from the umbilical cord; and CollaFix® is our collagen fiber technology, developed with our patented cross-linking polymers, designed to mimic the natural composition, structure and mechanical properties of musculoskeletal tissues in order to augment their repair and is in development. (Our former Physio product is owned by our former subsidiary, Stability Biologics, LLC which we divested effective September 30, 2017). See Note 3, Divestiture of Stability Biologics, LLC, below. |
Significant Accounting Policies
Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Please see Note 2 to the Company's Consolidated Financial Statements included in the Company’s Form 10-K for the fiscal year ended December 31, 2016 , for a description of all significant accounting policies. Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. Accounts Receivable Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables. The Company determines the allowance based on factors such as historical collection experience, customers' current creditworthiness, customer concentrations, age of accounts receivable balance and general economic conditions that may affect the customers' ability to pay. Notes Receivable The Company's notes receivable as of September 30, 2017 are included in Other Assets and were valued taking into consideration cost of the market participant inputs, market conditions, liquidity, operating results and other qualitative factors. Inventories Inventories are valued at the lower of cost or market, using the first-in, first-out ("FIFO") method. Inventory is tracked through Raw Material, WIP, and Finished Good stages as the product progresses through various production steps and stocking locations. Labor and overhead costs are absorbed through the various production processes until the work order closes. Historical yields and normal capacities are utilized in the calculation of production overhead rates. Reserves for inventory obsolescence are utilized to account for slow-moving inventory as well as inventory no longer needed due to diminished market demand. Revenue Recognition The Company sells its products through a combination of a direct sales force, independent stocking distributors and third party representatives in the U.S., and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company records revenues from sales to our independent stocking distributors at the time the product is shipped to the distributor. Our stocking distributors, who sell the products to their customers or sub-distributors, contractually take title to the products and assume all risks of ownership at the time of shipment. Our stocking distributors are obligated to pay us the contractually agreed upon invoice price within specified terms regardless of when, if ever, they sell the products. Our customers and stocking distributors do not have any contractual rights of return or exchange other than for defective product or shipping error; however, in limited situations, we do accept returns or exchanges at our discretion. Some of the Company’s sales to Government accounts, including the Department of Veterans Affairs, were historically made through a distributor relationship with AvKARE Inc., which is a veteran-owned General Services Administration Federal Supply Schedule contractor. The Company's agreement with AvKARE expired on June 30, 2017. Upon expiration of the agreement, the Company had an obligation to repurchase AvKARE’s remaining inventory within 90 days in accordance with the terms of the agreement. As of September 30, 2017, the Company has satisfied the repurchase obligation. A portion of the Company’s revenue is generated from consignment inventory maintained at hospitals or physicians' offices. Significant terms of our consignment agreements state that title to the inventory remains with the Company until the product, which has been segregated by the consignee, is withdrawn and therefore purchased by the consignee. The consignee accepts all risk of loss and full responsibility for any product in the consignment inventory that may be opened, lost, stolen or damaged. The Company recognizes revenue when we are notified that product has been used or implanted. We make estimates of potential future sales returns, discounts and allowances related to current period product revenue and these are reflected as a reduction of revenue in the same period revenue is recognized. We base our estimate for sales returns, discounts and allowances on historical sales and product return information, including historical experience and actual and projected trend information as well as projected sales returns based on estimated usage and contractual arrangements. These estimates have historically been materially consistent with actual results. We continually evaluate new and current customers, including our stocking distributors, for collectability based on various factors including past history with the customer, evaluation of their creditworthiness, and current economic conditions. We only record revenue when collectability is reasonably assured. Acquisitions Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Contingent consideration is recognized at the estimated fair value on the acquisition date. Subsequent changes, after the measurement period has expired, to the fair value of contingent payments are recognized in earnings. Contingent payments related to acquisitions consist of an earn out based on sales less direct production costs, and are valued using discounted cash flow techniques. The fair value of these payments is based upon probability-weighted future revenue estimates and increases or decreases as revenue estimates or expectation of timing of payments changes. Patent Costs The Company incurs certain legal and related costs in connection with patent applications for tissue-based products and processes. The Company capitalizes such costs as patents in progress until a patent is obtained. When a patent is issued, the costs are amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. If a patent is not obtained, costs are expensed. Patents are included in Intangible Assets in the Condensed Consolidated Balance Sheets. The Company capitalized approximately $144,000 of patent costs during the first nine months of 2017 . The Company capitalized approximately $515,000 of patent costs during the first nine months of 2016 . Treasury Stock The Company accounts for the purchase of treasury stock under the cost method. Treasury stock which is reissued for the exercise of option grants and the issuance of restricted stock grants is accounted for on a FIFO basis. Recently Issued and Adopted Accounting Standards The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective. In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. We are in the process of completing our procedures for adoption of the standard. We have identified one revenue stream from our contracts with customers: product sales. Based upon the results of our work to date we have elected the modified retrospective method as we currently do not expect the application of the new standard to these contracts to have a material impact to our consolidated financial statements either at initial implementation or on an ongoing basis. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from both capital and operating leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for share-based payment award transactions including (a) income tax consequences; (b) classification of awards as either debt or equity liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has adopted this ASU as of January 1, 2017. The primary amendment impacting the Company's financial statements is the requirement for excess tax benefits or shortfalls on the exercise of share-based compensation awards to be presented in income tax expense in the Consolidated Statements of Income during the period the award is exercised as opposed to being recorded in additional paid-in capital on the Consolidated Balance Sheets. The excess tax benefit or shortfall is calculated as the difference between the fair value of the award on the date of exercise and the fair value of the award used to measure the expense to be recognized over the service period. Changes are required to be applied prospectively to all excess tax benefits and deficiencies resulting from the exercise of awards after the date of adoption. The ASU requires a "modified retrospective" approach application for excess tax benefits that were not previously recognized in situations where the tax deduction did not reduce current taxes payable. For the three-month period ended September 30, 2017 , the Company recorded an income tax benefit of $1,510,000 related to the excess tax benefit of exercised awards during the period, that would have been recorded in additional paid-in capital during prior years. For the nine months ended September 30, 2017 , the Company recorded an income tax benefit of $4,205,000 related to the excess tax benefit of exercised awards during the period, that would have been recorded in additional paid-in capital during prior years. As the end result is dependent on the future value of the Company's stock as well as the timing of employee exercises, the amount of future impact cannot be quantified at this time. The Company has elected to continue to estimate forfeitures expected to occur to determine the share-based compensation expense. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments.” The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective for public business entities for fiscal years beginning after December 15, 2017 and for interim periods within those fiscal years. The amendments in this update may be applied retrospectively or prospectively and early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04,"Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment." The update eliminates Step 2 from the goodwill impairment test. This ASU is effective for fiscal years beginning after December 15, 2019. The amendments in this update should be applied on a prospective basis. The Company is currently assessing the impact the adoption of ASU 2017-04 will have on its consolidated financial statements. All other ASUs issued and not yet effective for the nine months ended September 30, 2017 , and through the date of this report, were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's financial position or results of operations. |
Divestiture of Stability Biolog
Divestiture of Stability Biologics, LLC | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Divestiture of Stability Biologics, LLC | of Stability Biologics, LLC On September 30, 2017, we completed the previously announced divestiture (the “Stability Divestiture”) of our wholly-owned subsidiary, Stability Biologics, LLC, a Georgia limited liability company (successor-in-interest to Stability Inc., a Florida corporation) (“Stability LLC”), pursuant to the Membership Interest Purchase Agreement (“Agreement”) by and among the Company, Stability LLC, each person that, as of January 13, 2016, was a stockholder (the “Stockholders”) of Stability Inc., a Florida corporation and a predecessor-in-interest to Stability LLC ("Stability, Inc."), and Brian Martin, as stockholder representative, the terms of which were previously disclosed in the Current Report on Form 8-K dated August 18, 2017. A summary of the assets divested and consideration received follows (in thousands): September 30, 2017 Assets divested Trade receivables $ 2,405 Inventories 2,800 Prepaid expenses and other assets 1,610 Goodwill (a) 309 Intangible assets 11,857 Property and equipment, net of accumulated depreciation 1,446 Total assets divested 20,427 Liabilities divested Accounts payable and accrued liabilities 3,487 Total liabilities divested 3,487 Total net assets divested $ 16,940 Transaction costs $ 400 Consideration received Non-trade receivable 150 Note receivable 3,190 Intangible assets 630 Extinguishment of earn out liability 17,644 Total consideration received $ 21,614 Gain on sale $ 4,274 (a) In accordance with ASC 350-20-35-52 when a portion of a reporting unit is disposed of, goodwill associated with that business shall be included in the carrying amount of the business in determining the gain on disposal. In accordance with ASC 350-20-35-53, the amount of goodwill to be included in that carrying amount shall be based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. Based on an estimated approximate fair value of Stability LLC compared to the business retained, approximately $300,000 out of the total goodwill of $20.2 million residing in the reporting unit was included in the carrying amount of the business sold. The total gain on the Stability Divestiture of $10,011,000 is comprised of a pretax book gain of $4,274,000 and an associated tax benefit of $5,737,000 , which consists principally of the write off of deferred tax liabilities related to Stability LLC. |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventories | Inventories Inventories consisted of the following items as of September 30, 2017 , and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Raw materials $ 690 $ 1,148 Work in process 5,164 6,677 Finished goods 5,554 10,817 Inventory, gross 11,408 18,642 Reserve for obsolescence (989 ) (828 ) Inventory, net $ 10,419 $ 17,814 |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following as of September 30, 2017 , and December 31, 2016 (in thousands): September 30, December 31, Leasehold improvements $ 3,116 $ 3,274 Lab and clean room equipment 9,316 8,666 Furniture and office equipment 9,203 7,051 Construction in progress 2,583 3,300 Property and equipment, gross 24,218 22,291 Less accumulated depreciation (10,954 ) (8,505 ) Property and equipment, net $ 13,264 $ 13,786 Included in net property and equipment is approximately $427,000 of equipment covered under capital leases. The corresponding liability of approximately $8,600 is included in other liabilities in the accompanying Condensed Consolidated Balance Sheets. The interest rate for the lease is approximately 12% with a maturity date of January 2018. Also included in net property and equipment is approximately $1.0 million in leasehold improvements paid for by the landlord of the Company's main facility with a corresponding liability included in other liabilities which is amortized over the term of the lease. Gross depreciation expense for the nine months ended September 30, 2017 and 2016 , was approximately $3,074,000 and $2,394,000 , respectively, and approximately $1,013,000 and $838,000 for the three months ended September 30, 2017 and 2016 , respectively. For the three and nine months ended September 30, 2017 approximately $626,000 of accumulated depreciation expense and $2,000,000 in gross book value of property and equipment was eliminated in connection with the Stability Divestiture. |
Intangible Assets and Royalty A
Intangible Assets and Royalty Agreement | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets and Royalty Agreement | Intangible Assets and Royalty Agreement Intangible assets are summarized as follows (in thousands): Weighted September 30, 2017 December 31, 2016 Cost Cost Licenses (a) (b) (c) (d) 7 years $ 1,009 $ 1,399 Patents & Know-How (b) (c) (d) 19 years 8,712 14,839 Customer & Supplier Relationships (b) (d) 13 years 4,271 9,091 Tradenames & Trademarks (d) indefinite 1,008 1,458 Non-compete agreements 4 years 120 830 In Process Research & Development (b) various 25 25 Patents in Process (c) various 1,742 2,618 Total 16,887 30,260 Less Accumulated amortization and impairment charges (6,510 ) (6,992 ) Net $ 10,377 $ 23,268 (a) On January 29, 2007, the Company acquired a license from Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. in the amount of $996,000 . Within 30 days after the receipt by the Company of approval by the FDA allowing the sale of the first licensed product, the Company is required to pay an additional $200,000 to the licensor. Due to its contingent nature, this amount is not recorded as a liability. The Company will also be required to pay a royalty of 3% on all commercial sales revenue from the licensed products. The Company is also obligated to pay a $50,000 minimum annual royalty payment over the life of the license. As of September 30, 2017 , the license was fully amortized. (b) On January 5, 2011, the Company acquired Surgical Biologics, LLC. As a result, the Company recorded intangible assets for Customer & Supplier Relationships of $3,761,000 , Patents & Know-How of $7,690,000 , Licenses of $13,000 , Tradenames & Trademarks of $1,008,000 and In-Process Research & Development of $25,000 . (c) Patents in Process consist of capitalized external legal and other registration costs in connection with internally developed tissue-based patents that are pending. Once issued, the costs associated with a given patent will be included in Patents & Know-How under intangible assets subject to amortization. For the nine months ended September 30, 2017 , approximately $663,000 of costs associated with patents granted during the period were capitalized and included in Patents & Know-How subject to amortization over the life of the patents. (d) On January 13, 2016, the Company acquired Stability, Inc. As a result, the Company recorded intangible assets for Patents & Know-How of $6,790,000 , Customer & Supplier Relationships of $5,330,000 , Non-compete agreements of $830,000 , Tradenames & Trademarks of $450,000 and Licenses of $390,000 . On September 30, 2017, the Company completed the Stability Divestiture which resulted in the transfer of intangible assets acquired in 2016 and the acquisition of a Distribution Agreement valued at $510,000 and a Non-compete Agreement valued at $120,000 . Gross amortization expense for the nine months ended September 30, 2017 and 2016 , was approximately $1,451,000 and $1,889,000 , respectively, and $418,000 and $631,000 for the three months ended September 30, 2017 and 2016 , respectively. For the three and nine months ended September 30, 2017, approximately $1,932,000 of accumulated amortization expense was eliminated in connection with the Stability Divestiture. Expected future amortization of intangible assets as of September 30, 2017 , is as follows (in thousands): Year ending December 31, Estimated Amortization Expense 2017 (a) $ 237 2018 950 2019 950 2020 950 2021 942 Thereafter 5,340 $ 9,369 (a) Estimated amortization expense for the year ending December 31, 2017 , includes only amortization to be recorded after September 30, 2017 . |
Credit Facility
Credit Facility | 9 Months Ended |
Sep. 30, 2017 | |
Debt Disclosure [Abstract] | |
Credit Facility | Credit Facility On October 12, 2015, the Company and its subsidiaries entered into a Credit Agreement (the "Credit Agreement") with certain lenders and Bank of America, N.A., as administrative agent. The Credit Agreement establishes a senior secured revolving credit facility in favor of the Company with a maturity date of October 12, 2018 and an aggregate lender commitment of up to $50 million . In September 2017, the expiration date of the credit agreement was extended to October 12, 2019. The Credit Agreement also provides for an uncommitted incremental facility of up to $35 million , which can be exercised as one or more revolving commitment increases or new term loans, all subject to certain customary terms and conditions set forth in the Credit Agreement. The obligations of the Company under the Credit Agreement are guaranteed by the Company's subsidiaries. The obligations of the loan parties under the Credit Agreement and the other credit documents are secured by liens on and security interests in substantially all of the assets of each of the loan parties and a pledge of the equity interests of each subsidiary owned by a loan party, subject to certain customary exclusions. Borrowings under the facility will bear interest at LIBOR plus 1.5% to 2.25% . Fees paid in connection with the initiation of the credit facility totaled approximately $500,000 . These deferred financing costs are being amortized to interest expense over the initial life of the facility. The Credit Agreement contains customary representations, warranties, covenants and events of default, including restrictions on certain payments of dividends by the Company. As of September 30, 2017 , there were no outstanding revolving loans under the credit facility, and the Company was in compliance with all covenants under the Credit Agreement. |
Net Income Per Share
Net Income Per Share | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Net Income Per Share | Net Income Per Share Basic net income per common share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed using the weighted-average number of common and dilutive common equivalent shares from stock options, restricted stock and warrants using the treasury stock method. The following table sets forth the computation of basic and diluted net income per share (in thousands except share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net income $ 17,457 $ 3,321 $ 29,853 $ 6,493 Denominator for basic earnings per share - weighted average shares 106,871,436 105,991,990 106,469,278 105,927,890 Effect of dilutive securities: Stock options and restricted stock outstanding(a) 10,630,489 6,369,189 10,077,728 6,265,811 Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities 117,501,925 112,361,179 116,547,006 112,193,701 Income per common share - basic $ 0.16 $ 0.03 $ 0.28 $ 0.06 Income per common share - diluted $ 0.15 $ 0.03 $ 0.26 $ 0.06 (a) Securities outstanding that are included in the computation above, utilizing the treasury stock method are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Outstanding stock options 7,916,564 5,704,112 7,985,521 5,767,469 Restricted stock awards 2,713,925 665,077 2,092,207 498,342 10,630,489 6,369,189 10,077,728 6,265,811 |
Equity
Equity | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Equity | Equity Stock Incentive Plans The Company has four share-based compensation plans which provide for the granting of equity awards, including qualified incentive and non-qualified stock options, stock appreciation awards and restricted stock awards to employees, directors, consultants and advisors: the MiMedx Group, Inc. 2016 Equity and Cash Incentive Plan (the "2016 Plan"), which was approved by shareholders on May 18, 2016; the MiMedx Group, Inc. Assumed 2006 Stock Incentive Plan (the “Assumed 2006 Plan”); the MiMedx Inc. 2007 Assumed Stock Plan (the “Assumed 2007 Plan”); and the MiMedx Group Inc. Amended and Restated Assumed 2005 Stock Plan (the “Assumed 2005 Plan”). The awards are subject to a vesting schedule as set forth in each individual agreement. The Company currently intends to use only the 2016 Plan to make future grants. Stock Options Activity with respect to the stock options is summarized as follows: Number of Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2017 12,552,608 $ 3.61 Granted — $ — Exercised (2,417,769 ) $ 4.80 Unvested options forfeited (25,839 ) $ 6.54 Vested options expired (68,991 ) $ 5.79 Outstanding at September 30, 2017 10,040,009 $ 3.30 4.60 $ 86,178,050 Vested at September 30, 2017 9,976,636 $ 3.26 4.59 $ 86,042,771 Vested or expected to vest at September 30, 2017 (a) 10,043,166 $ 3.30 4.60 $ 86,176,954 (a) Includes forfeiture-adjusted unvested shares. The intrinsic value of the options exercised during the nine months ended September 30, 2017 , was approximately $17,994,945 . Following is a summary of stock options outstanding and exercisable at September 30, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Number outstanding Weighted-Average Remaining Contractual Term (in years) Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $0.70 - $1.09 1,094,429 2.8 $ 0.91 1,094,429 $ 0.91 $1.10 - $1.65 4,290,379 3.7 1.30 4,290,379 1.30 $2.45 - $3.75 854,001 5.0 2.77 854,001 2.77 $4.19 - $6.38 1,989,205 5.7 5.36 1,989,205 5.36 $6.49 - $9.78 1,713,328 6.4 7.30 1,683,625 7.26 $9.90 - $10.99 98,667 7.2 10.38 64,997 10.38 10,040,009 4.6 $ 3.30 9,976,636 $ 3.26 Total unrecognized compensation expense related to granted stock options at September 30, 2017 , was approximately $98,900 and will be charged to expense ratably through January 2018. The fair value of options granted by the Company is estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the options. The term of employee options granted is derived using the “simplified method,” which computes expected term as the mid point between the weighted average time to vesting and the contractual maturity. The simplified method was used due to the Company's lack of sufficient historical data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its equity shares have been publicly traded. The term for non-employee options is generally based upon the contractual term of the option. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term or contractual term as described. There were no options granted during the nine months ended September 30, 2017 and September 30, 2016 . Restricted Stock Awards Activity with respect to restricted stock awards for the nine months ended September 30, 2017 is summarized as follows and includes 17,539 shares of common stock valued at approximately $166,000 which were issued under the 2016 Plan to a consultant in return for services performed: Number of Weighted-Average Grant Date Unvested at January 1, 2017 3,828,445 $8.53 Granted 3,041,078 9.23 Vested (1,457,449 ) 8.42 Forfeited (283,198 ) 8.67 Unvested at September 30, 2017 5,128,876 8.97 As of September 30, 2017 , there was approximately $32,910,620 of total unrecognized share-based compensation expense related to time-based, nonvested restricted stock. That expense is expected to be recognized on a straight-line basis over a weighted-average period of 2.04 years, which approximates the remaining vesting period of these grants. All shares noted above as unvested are considered issued and outstanding at September 30, 2017 . For the three and nine months ended September 30, 2017 and 2016 , the Company recognized share-based compensation expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of sales $ 119 $ 109 $ 393 $ 300 Research and development 148 159 425 520 Selling, general and administrative 5,039 4,433 14,414 13,006 $ 5,306 $ 4,701 $ 15,232 $ 13,826 Treasury Stock On May 12, 2014, our Board of Directors authorized the repurchase of up to $10 million of our common stock from time to time, through December 31, 2014. Our Board subsequently extended the program until December 31, 2017, and increased the total authorization to $120 million as of October 26, 2017. The timing and amount of repurchases will depend upon the Company's stock price, economic and market conditions, regulatory requirements and other corporate considerations. The Company may initiate, suspend or discontinue purchases under the stock repurchase program at any time. For the nine months ended September 30, 2017 , the Company repurchased 3,644,327 shares of its common stock for a purchase price of approximately $43,923,000 before brokerage commissions of approximately $109,000 . As of September 30, 2017 , the Company had approximately $13,000 of availability remaining under the repurchase program. In addition, the Company repurchased 358,861 shares surrendered by employees to satisfy tax withholding obligations upon vesting of restricted stock for the nine months ended September 30, 2017 . Additionally, for the nine months ended September 30, 2017 , the Company reissued 2,684,270 shares from the treasury for restricted stock grants and stock option exercises, net of forfeitures, with an aggregate carrying value of approximately $24,801,000 . |
Income Taxes
Income Taxes | 9 Months Ended |
Sep. 30, 2017 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The effective tax rate for the three months ended September 30, 2017 was (33.5)% and reflects discrete tax benefits related to the Stability Divestiture of $5,737,000 , and $1,702,000 primarily related to equity compensation deductions. The effective tax rate exclusive of the tax benefit associated with the Stability Divestiture was 15.4% for the three months ended September 30, 2017 and 28.1% for the three months ended September 30, 2016, respectively. The effective tax rate for the nine months ended September 30, 2017 was (14.0)% and reflects discrete tax benefits related to the Stability Divestiture of $5,737,000 , and $5,618,000 primarily related to equity compensation deductions. The effective tax rate exclusive of the tax benefit associated with the Stability Divestiture was 9.4% for the nine months ended September 30, 2017 and 31.5% for the nine months ended September 30, 2016, respectively. As of the end of September 2017, the projected annual effective tax rate for 2017 is 35.1% (excluding discrete items). |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental disclosure of cash flow and non-cash investing and financing activities | Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities: Selected cash payments, receipts, and noncash activities are as follows (in thousands): Nine Months Ended September 30, 2017 2016 Cash paid for interest $ 119 $ 118 Income taxes paid 8,289 637 Share issuance of 441,009 shares in connection with acquisition — 3,346 Share issuances of 17,539 and 43,344 shares in exchange for services performed, respectively 166 346 |
Contractual Commitments and Con
Contractual Commitments and Contingencies | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Commitments and Contingencies | Contractual Commitments and Contingencies Contractual Commitments In addition to the capital leases noted above in Note 5, the Company has entered into operating lease agreements for facility space and equipment. These leases expire over the next six years and generally contain renewal options. The Company anticipates that most of these leases will be renewed or replaced upon expiration. The Company also has commitments for meeting space. The estimated annual lease payments, meeting space commitments are as follows (in thousands): Twelve months ended September 30, 2018 $ 2,634 2019 2,826 2020 1,707 2021 1,428 2022 1,470 Thereafter 495 $ 10,560 Rent expense for the nine months ended September 30, 2017 and 2016 , was approximately $1,244,000 and $1,311,000 , respectively, and was approximately $403,000 and $453,000 for the three months ended September 30, 2017 and 2016 , respectively, and is allocated among cost of sales, research and development and selling, general and administrative expenses. Letters of Credit As a condition of the lease for the Company's main facility, the Company is obligated under standby letters of credit in the amount of approximately $52,000 . FDA Untitled Letter and Draft Guidance On August 28, 2013, the FDA issued an Untitled Letter alleging that the Company's micronized allografts do not meet the criteria for regulation solely under Section 361 of the Public Health Service Act and that, as a result, the Company would need a biologics license to lawfully market those micronized products (the "Untitled Letter"). Since the issuance of the Untitled Letter, the Company has been in discussions with the FDA to communicate its disagreement with the FDA's assertion that the Company's micronized allografts are more than minimally manipulated. To date, the FDA has not changed its position that the Company's micronized products are not eligible for marketing solely under Section 361 of the Public Health Service Act. The Company continues to market its micronized products but is also pursuing the Biologics License Application (“BLA”) process for certain of its micronized products. On December 22, 2014, the FDA issued for comment “Draft Guidance for Industry and FDA Staff: Minimal Manipulation of Human Cells, Tissues, and Cellular and Tissue-Based Products.” Essentially the Minimal Manipulation draft guidance takes the same position with respect to micronized amniotic tissue that it took in the Untitled Letter to MiMedx 16 months earlier. The Company submitted comments asserting that the Minimal Manipulation draft guidance represents agency action that goes far beyond the FDA’s statutory authority, is inconsistent with existing human cells, tissues, and cellular and tissue-based products ("HCT/P") regulations and the FDA’s prior positions, and is internally inconsistent and scientifically unsound. On October 28, 2015, the FDA issued for comment, "Draft Guidance for Industry and FDA Staff: Homologous Use of Human Cells, Tissues, and Cellular and Tissue-Based Products." The Company submitted comments on this Homologous Use draft guidance as well. On September 12 and 13, 2016, the FDA held a public hearing to obtain input on the Homologous Use draft guidance and the previously released Minimal Manipulation draft guidance, as well as other recently issued guidance documents on HCT/Ps. The Company awaits further decision from the FDA on the draft guidances, but anticipates this will be a lengthy process. If the FDA does allow the Company to continue to market a micronized form of its sheet allografts without a biologics license either prior to or after finalization of the draft guidance documents, it may impose conditions, such as labeling restrictions and compliance with current good manufacturing processes ("cGMP"). Although the Company is preparing for these requirements in connection with its pursuit of a BLA for certain of its micronized products, earlier compliance with these conditions requires significant additional time and cost investments by the Company. It is also possible that the FDA will not allow the Company to market any form of a micronized product without a biologics license even prior to finalization of the draft guidance documents and could even require the Company to recall its micronized products. Former Employee Litigation On December 13, 2016, the Company filed lawsuits against former employees Jess Kruchoski (in the lawsuit styled MiMedx Group, Inc. v. Academy Medical, LLC, et. al. in the County Court of the Fifteenth Judicial Circuit in and for Palm Beach County, Florida (the “Florida Action”)) and Luke Tornquist (in the lawsuit styled MiMedx Group, Inc., v. Luke Tornquist in the Superior Court for Cobb County, Georgia, which was removed to the United States District Court for the Northern District of Georgia (the “Georgia Action”)). Both the Florida and Georgia Actions assert claims against Messrs. Kruchoski and Tornquist that each of them violated their restrictive covenants entered into with the Company, that each of them misappropriated trade secrets of the Company, that each of them tortiously interfered with contracts between the Company and its customers and employees and that each of them breached his duty of loyalty owed to the Company, among other claims. The Company sought injunctive relief against each of Mr. Kruchoski and Tornquist to enforce its restrictive covenants in place with each of them. The Company obtained consent injunctions from each party enforcing those covenants. The Company is also seeking monetary damages in an amount to be determined at trial. The Company continues to vigorously pursue its claims asserted in all of these actions and also to vigorously defend against the lawsuits and counterclaims asserted against it. Patent Litigation The Company continues to diligently enforce its intellectual property against several entities. Currently, there are four actions pending, as described below: The Liventa Action On April 22, 2014, the Company filed a patent infringement lawsuit in the United States District Court for the Northern District of Georgia against Liventa Bioscience, Inc. (formerly known as AFCell Medical, Inc.) ("Liventa"), Medline Industries, Inc. ("Medline") and Musculoskeletal Transplant Foundation, Inc. ("MTF") for permanent injunctive relief and unspecified damages (the "Liventa Action"). In addition to the allegations of infringement of the Company's patents, the lawsuit asserts that Liventa and Medline knowingly and willfully made false and misleading representations about their respective products to providers, patients, and in some cases, prospective investors. Though the terms of the agreement are confidential, the parties have reached a settlement of the false advertising claims for an undisclosed sum. The patent infringement claims are still pending as described below. The Company asserts that Liventa, Medline and MTF infringed and continue to infringe certain of the Company's patents relating to the MiMedx dehydrated human amnion/chorion membrane ("dHACM") allografts. MTF is the tissue processor while Liventa and Medline are the distributors of the allegedly infringing products. On May 30, 2014, defendants filed answers to the Complaint, denying the allegations in the Complaint. They also raised affirmative defenses of non-infringement, invalidity, laches and estoppel. MTF and Medline also filed counterclaims seeking declaratory judgments of non-infringement and invalidity. Defendants filed parallel Inter Partes Review ("IPR") proceedings which are discussed below. Trial has been set for the week of January 22, 2018. The Bone Bank Action On May 16, 2014, the Company also filed a patent infringement lawsuit against Transplant Technology, Inc. d/b/a Bone Bank Allografts ("Bone Bank") and Texas Human Biologics, Ltd. ("Biologics") for permanent injunctive relief and unspecified damages (the "Bone Bank Action"). The Bone Bank Action was filed in the United States District Court for the Western District of Texas. This lawsuit similarly asserts that Bone Bank and Biologics infringed certain of the Company's patents through the manufacturing and sale of their placental-derived tissue graft products. On July 10, 2014, defendants filed an answer to the Complaint, denying the allegations in the Complaint. They also raised affirmative defenses of non-infringement and invalidity and filed counterclaims seeking declaratory judgments of non-infringement and invalidity. Defendants also filed parallel IPR proceedings which are further discussed below. On September 7, 2017, the Court granted partial summary judgment in defendants’ favor on a portion of the claim. The Company filed a motion for reconsideration on October 4, 2017. The NuTech Action On March 2, 2015, the Company filed a patent infringement lawsuit against NuTech Medical, Inc. ("NuTech") and DCI Donor Services, Inc. ("DCI") for permanent injunctive relief and unspecified damages. This lawsuit was filed in the United States District Court for the Northern District of Alabama. The lawsuit alleges that NuTech and DCI have infringed and continue to infringe the Company's patents through the manufacture, use, sale, and/or offering of their tissue graft product. The lawsuit also asserts that NuTech knowingly and willfully made false and misleading representations about its products to customers and/or prospective customers. The case is currently in the discovery phase. The Vivex Action On April 1, 2016, the Company also filed a patent infringement lawsuit against Vivex BioMedical (“Vivex”) for permanent injunctive relief and unspecified damages (the "Vivex Action"). The lawsuit was filed in the United States District Court for the Northern District of Georgia. The patent at issue is the 8,709,494 patent (the "'494" patent). Vivex answered the Company’s complaint and filed counterclaims of non-infringement and invalidity. On January 4, 2017, the Court granted a joint motion to stay the proceedings pending the outcome of the Bone Bank Action. IPRs In addition to defending the claims in the pending district court litigations, defendants in the Liventa and Bone Bank cases challenged certain of the Company's patents in several IPR proceedings to avoid the high burden of proof of proving invalidity by "clear and convincing evidence" in the district court litigations. An inter partes review ("IPR") is a request for a specialized group within the United States Patent and Trademark Office to review the validity of a plaintiff's patent claims. The defendants in the Bone Bank Action challenged the validity of the Company's 8,597,687 (the "'687" patent) and the '494 patent, while the defendants in the Liventa Action challenged the validity of the Company's 8,372,437 and 8,323,701 patents (the "'437" and "'701" patents, respectively). On June 29, 2015, the Patent Trial and Appeals Board ("PTAB") denied the Bone Bank defendants' request for institution of an IPR with respect to the '494 patent (EpiFix) on all seven challenged grounds. On August 18, 2015, the PTAB also denied the Liventa defendants' request for institution of an IPR with respect to the '701 patent (AmnioFix) on all six challenged grounds. That is, the PTAB decided in each case that the defendants failed to establish a reasonable likelihood that defendants would prevail in showing any of the challenged claims of the '494 or the '701 patent were unpatentable. On July 10, 2015, the PTAB issued an opinion allowing a review of the '687 patent to proceed, although on only two of the five challenged grounds. On July 7, 2016, the PTAB issued an opinion finding that the challenged claims, which relate to embossment and not configuration, were invalid for obviousness. The Company decided not to appeal the decision, as it impacted a non-core patent. On August 18, 2015, the PTAB issued an opinion allowing a review of the '437 patent to proceed, although only on one of the seven challenged grounds. On August 16, 2016, the PTAB issued an opinion finding that the challenged claims were unpatentable. The Company filed an appeal of the PTAB’s decision regarding the '437 patent. On September 14, 2017, the Federal Circuit affirmed the PTAB’s decision regarding the ‘437 patent. Other Litigation The Capitol Forum Litigation On September 21, 2017, MiMedx filed a lawsuit against DBW Partners LLC d/b/a The Capitol Forum (the “Capitol Forum”), Trevor Baine, Teddy Downey, Jake Williams, Miles Pulsford, Matt Treacy and John Does 1-100 (collectively, the “Capitol Defendants”) in the United States District Court for the District of Columbia. The Company has brought claims for defamation, libel, slander, tortious interference, false light, and violations of the Lanham Act in relation to the Capitol Defendants publishing articles and sending emails to shareholders that are false and misleading for the purpose of negatively impacting the price of MiMedx stock. The Capitol Defendants have not yet responded to the Company’s complaint. The Aurelius Value and Viceroy Litigation On October 4, 2017, the Company and Sean McCormack (a Company employee) filed a lawsuit against Sparrow Fund Management LP a/k/a Aurelius Value, Viceroy Research, John Fichthorn, BR Dialectic Capital Management LLC and John Does 1-10 in the United States District Court for the Southern District of New York asserting claims for libel, slander, defamation, false light and tortious interference based on false and misleading “research” reports and other false and misleading statements allegedly published in order to manipulate the Company's stock. Defendants Sparrow, Fichthorn, and BR Dialectic have filed motions to dismiss MiMedx’s complaint which are pending before the court. |
Schedule II - Valuation and Qua
Schedule II - Valuation and Qualifying Accounts | 9 Months Ended |
Sep. 30, 2017 | |
Valuation and Qualifying Accounts [Abstract] | |
Schedule II - Valuation and Qualifying Accounts | Schedule II Valuation and Qualifying Accounts MIMEDX GROUP, INC. AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS Three and Nine Months Ended September 30, 2017 and 2016 (in thousands) Balance at Additions charged to Expense or Revenue Deductions Balance at For the three months ended September 30, 2017 Allowance for doubtful accounts $ 7,219 $ 150 $ (409 ) $ 6,960 Allowance for sales returns, discounts and allowances 3,461 1,288 (1,270 ) 3,479 Allowance for obsolescence 1,113 212 (336 ) 989 For the three months ended September 30, 2016 Allowance for doubtful accounts $ 4,086 $ 800 $ (536 ) $ 4,350 Allowance for sales returns, discounts and allowances 2,191 2,591 (2,520 ) 2,262 Allowance for obsolescence 1,780 339 (1,411 ) 708 For the nine months ended September 30, 2017 Allowance for doubtful accounts $ 4,842 $ 2,600 $ (482 ) $ 6,960 Allowance for sales returns, discounts and allowances 4,894 5,794 (7,209 ) 3,479 Allowance for obsolescence 828 953 (792 ) 989 For the nine months ended September 30, 2016 Allowance for doubtful accounts $ 3,270 $ 1,635 $ (555 ) $ 4,350 Allowance for sales returns, discounts and allowances 1,262 5,917 (4,917 ) 2,262 Allowance for obsolescence 397 1,910 (1,599 ) 708 |
Significant Accounting Polici20
Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2017 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) from interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. Changes to GAAP are established by the Financial Accounting Standards Board (“FASB”) in the form of Accounting Standards Updates (“ASU’’) to the FASB’s Accounting Standards Codification (“ASC”). In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the results of operations for the periods presented have been included. Operating results for the three and nine months ended September 30, 2017 and 2016 , are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet at December 31, 2016 , has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. You should read these condensed consolidated financial statements together with the historical consolidated financial statements of the Company for the year ended December 31, 2016 , included in the Company's Annual Report on Form 10-K for the year ended December 31, 2016 , filed with the SEC on March 1, 2017. |
Segment Reporting | The Company operates in one business segment, Regenerative Biomaterials, which includes the design, manufacture and marketing of products and tissue processing services for the Wound Care, Surgical, Sports Medicine, Ophthalmic and Dental market categories. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates. |
Accounts Receivable and Notes Receivable | Accounts Receivable Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables. The allowance for doubtful accounts is the Company’s best estimate of the amount of probable credit losses in the Company’s existing receivables. The Company determines the allowance based on factors such as historical collection experience, customers' current creditworthiness, customer concentrations, age of accounts receivable balance and general economic conditions that may affect the customers' ability to pay. Notes Receivable The Company's notes receivable as of September 30, 2017 are included in Other Assets and were valued taking into consideration cost of the market participant inputs, market conditions, liquidity, operating results and other qualitative factors. |
Inventories | Inventories Inventories are valued at the lower of cost or market, using the first-in, first-out ("FIFO") method. Inventory is tracked through Raw Material, WIP, and Finished Good stages as the product progresses through various production steps and stocking locations. Labor and overhead costs are absorbed through the various production processes until the work order closes. Historical yields and normal capacities are utilized in the calculation of production overhead rates. Reserves for inventory obsolescence are utilized to account for slow-moving inventory as well as inventory no longer needed due to diminished market demand. |
Revenue Recognition | Revenue Recognition The Company sells its products through a combination of a direct sales force, independent stocking distributors and third party representatives in the U.S., and independent distributors in international markets. The Company recognizes revenue when title to the goods and risk of loss transfers to customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. The Company records revenues from sales to our independent stocking distributors at the time the product is shipped to the distributor. Our stocking distributors, who sell the products to their customers or sub-distributors, contractually take title to the products and assume all risks of ownership at the time of shipment. Our stocking distributors are obligated to pay us the contractually agreed upon invoice price within specified terms regardless of when, if ever, they sell the products. Our customers and stocking distributors do not have any contractual rights of return or exchange other than for defective product or shipping error; however, in limited situations, we do accept returns or exchanges at our discretion. Some of the Company’s sales to Government accounts, including the Department of Veterans Affairs, were historically made through a distributor relationship with AvKARE Inc., which is a veteran-owned General Services Administration Federal Supply Schedule contractor. The Company's agreement with AvKARE expired on June 30, 2017. Upon expiration of the agreement, the Company had an obligation to repurchase AvKARE’s remaining inventory within 90 days in accordance with the terms of the agreement. As of September 30, 2017, the Company has satisfied the repurchase obligation. A portion of the Company’s revenue is generated from consignment inventory maintained at hospitals or physicians' offices. Significant terms of our consignment agreements state that title to the inventory remains with the Company until the product, which has been segregated by the consignee, is withdrawn and therefore purchased by the consignee. The consignee accepts all risk of loss and full responsibility for any product in the consignment inventory that may be opened, lost, stolen or damaged. The Company recognizes revenue when we are notified that product has been used or implanted. We make estimates of potential future sales returns, discounts and allowances related to current period product revenue and these are reflected as a reduction of revenue in the same period revenue is recognized. We base our estimate for sales returns, discounts and allowances on historical sales and product return information, including historical experience and actual and projected trend information as well as projected sales returns based on estimated usage and contractual arrangements. These estimates have historically been materially consistent with actual results. We continually evaluate new and current customers, including our stocking distributors, for collectability based on various factors including past history with the customer, evaluation of their creditworthiness, and current economic conditions. We only record revenue when collectability is reasonably assured. |
Acquisitions | Acquisitions Results of operations of acquired companies are included in the Company’s results of operations as of the respective acquisition dates. The purchase price of each acquisition is allocated to the net assets acquired based on estimates of their fair values at the date of the acquisition. Any purchase price in excess of these net assets is recorded as goodwill. The allocation of purchase price in certain cases may be subject to revision based on the final determination of fair values during the measurement period, which may be up to one year from the acquisition date. Contingent consideration is recognized at the estimated fair value on the acquisition date. Subsequent changes, after the measurement period has expired, to the fair value of contingent payments are recognized in earnings. Contingent payments related to acquisitions consist of an earn out based on sales less direct production costs, and are valued using discounted cash flow techniques. The fair value of these payments is based upon probability-weighted future revenue estimates and increases or decreases as revenue estimates or expectation of timing of payments changes. |
Patent Costs | Patent Costs The Company incurs certain legal and related costs in connection with patent applications for tissue-based products and processes. The Company capitalizes such costs as patents in progress until a patent is obtained. When a patent is issued, the costs are amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or alternative future use is available to the Company. If a patent is not obtained, costs are expensed. Patents are included in Intangible Assets in the Condensed Consolidated Balance Sheets. |
Treasury Stock | Treasury Stock The Company accounts for the purchase of treasury stock under the cost method. Treasury stock which is reissued for the exercise of option grants and the issuance of restricted stock grants is accounted for on a FIFO basis. |
Recently Issued and Adopted Accounting Standards | Recently Issued and Adopted Accounting Standards The Company considers the applicability and impact of all ASUs issued, both effective and not yet effective. In May 2014, the FASB issued ASU 2014-09, “Revenue Recognition - Revenue from Contracts with Customers” (ASU 2014-09) that requires companies to recognize revenue when a customer obtains control rather than when companies have transferred substantially all risks and rewards of a good or service. This update is effective for annual reporting periods beginning on or after December 15, 2017 and interim periods therein and requires expanded disclosures. We are in the process of completing our procedures for adoption of the standard. We have identified one revenue stream from our contracts with customers: product sales. Based upon the results of our work to date we have elected the modified retrospective method as we currently do not expect the application of the new standard to these contracts to have a material impact to our consolidated financial statements either at initial implementation or on an ongoing basis. In February 2016, the FASB issued ASU No. 2016-02, "Leases (Topic 842)." The core principle of Topic 842 is that a lessee should recognize the assets and liabilities that arise from both capital and operating leases. ASU 2016-02 is effective for public companies for annual reporting periods beginning after December 15, 2018, and interim periods within those fiscal years. The guidance may be adopted prospectively or retrospectively and early adoption is permitted. The Company is currently assessing the impact the adoption of ASU 2016-02 will have on its consolidated financial statements. In March 2016, the FASB issued ASU 2016-09, "Improvements to Employee Share-Based Payment Accounting," which simplifies several aspects of the accounting for share-based payment award transactions including (a) income tax consequences; (b) classification of awards as either debt or equity liabilities; and (c) classification on the statement of cash flows. The amendments are effective for public business entities for annual periods beginning after December 15, 2016, and interim periods within those annual periods. The Company has adopted this ASU as of January 1, 2017. The primary amendment impacting the Company's financial statements is the requirement for excess tax benefits or shortfalls on the exercise of share-based compensation awards to be presented in income tax expense in the Consolidated Statements of Income during the period the award is exercised as opposed to being recorded in additional paid-in capital on the Consolidated Balance Sheets. The excess tax benefit or shortfall is calculated as the difference between the fair value of the award on the date of exercise and the fair value of the award used to measure the expense to be recognized over the service period. Changes are required to be applied prospectively to all excess tax benefits and deficiencies resulting from the exercise of awards after the date of adoption. The ASU requires a "modified retrospective" approach application for excess tax benefits that were not previously recognized in situations where the tax deduction did not reduce current taxes payable. For the three-month period ended September 30, 2017 , the Company recorded an income tax benefit of $1,510,000 related to the excess tax benefit of exercised awards during the period, that would have been recorded in additional paid-in capital during prior years. For the nine months ended September 30, 2017 , the Company recorded an income tax benefit of $4,205,000 related to the excess tax benefit of exercised awards during the period, that would have been recorded in additional paid-in capital during prior years. As the end result is dependent on the future value of the Company's stock as well as the timing of employee exercises, the amount of future impact cannot be quantified at this time. The Company has elected to continue to estimate forfeitures expected to occur to determine the share-based compensation expense. In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230) Classification of Certain Cash Receipts and Cash Payments.” The update addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. This ASU is effective for public business entities for fiscal years beginning after December 15, 2017 and for interim periods within those fiscal years. The amendments in this update may be applied retrospectively or prospectively and early adoption is permitted. The Company does not believe that this guidance will have a material impact on its consolidated financial statements. In January 2017, the FASB issued ASU No. 2017-04,"Intangibles-Goodwill and Other (Topic 350) Simplifying the Test for Goodwill Impairment." The update eliminates Step 2 from the goodwill impairment test. This ASU is effective for fiscal years beginning after December 15, 2019. The amendments in this update should be applied on a prospective basis. The Company is currently assessing the impact the adoption of ASU 2017-04 will have on its consolidated financial statements. All other ASUs issued and not yet effective for the nine months ended September 30, 2017 , and through the date of this report, were assessed and determined to be either not applicable or are expected to have minimal impact on the Company's financial position or results of operations. |
Net Income Per Share | Net Income Per Share Basic net income per common share is computed using the weighted-average number of common shares outstanding during the period. Diluted net income per common share is computed using the weighted-average number of common and dilutive common equivalent shares from stock options, restricted stock and warrants using the treasury stock method. |
Divestiture of Stability Biol21
Divestiture of Stability Biologics, LLC (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Summary of Assets Transferred and Consideration Received | A summary of the assets divested and consideration received follows (in thousands): September 30, 2017 Assets divested Trade receivables $ 2,405 Inventories 2,800 Prepaid expenses and other assets 1,610 Goodwill (a) 309 Intangible assets 11,857 Property and equipment, net of accumulated depreciation 1,446 Total assets divested 20,427 Liabilities divested Accounts payable and accrued liabilities 3,487 Total liabilities divested 3,487 Total net assets divested $ 16,940 Transaction costs $ 400 Consideration received Non-trade receivable 150 Note receivable 3,190 Intangible assets 630 Extinguishment of earn out liability 17,644 Total consideration received $ 21,614 Gain on sale $ 4,274 (a) In accordance with ASC 350-20-35-52 when a portion of a reporting unit is disposed of, goodwill associated with that business shall be included in the carrying amount of the business in determining the gain on disposal. In accordance with ASC 350-20-35-53, the amount of goodwill to be included in that carrying amount shall be based on the relative fair values of the business to be disposed of and the portion of the reporting unit that will be retained. Based on an estimated approximate fair value of Stability LLC compared to the business retained, approximately $300,000 out of the total goodwill of $20.2 million residing in the reporting unit was included in the carrying amount of the business sold. |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventories consisted of the following items as of September 30, 2017 , and December 31, 2016 (in thousands): September 30, 2017 December 31, 2016 Raw materials $ 690 $ 1,148 Work in process 5,164 6,677 Finished goods 5,554 10,817 Inventory, gross 11,408 18,642 Reserve for obsolescence (989 ) (828 ) Inventory, net $ 10,419 $ 17,814 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following as of September 30, 2017 , and December 31, 2016 (in thousands): September 30, December 31, Leasehold improvements $ 3,116 $ 3,274 Lab and clean room equipment 9,316 8,666 Furniture and office equipment 9,203 7,051 Construction in progress 2,583 3,300 Property and equipment, gross 24,218 22,291 Less accumulated depreciation (10,954 ) (8,505 ) Property and equipment, net $ 13,264 $ 13,786 |
Intangible Assets and Royalty24
Intangible Assets and Royalty Agreement (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Activity Summary | Intangible assets are summarized as follows (in thousands): Weighted September 30, 2017 December 31, 2016 Cost Cost Licenses (a) (b) (c) (d) 7 years $ 1,009 $ 1,399 Patents & Know-How (b) (c) (d) 19 years 8,712 14,839 Customer & Supplier Relationships (b) (d) 13 years 4,271 9,091 Tradenames & Trademarks (d) indefinite 1,008 1,458 Non-compete agreements 4 years 120 830 In Process Research & Development (b) various 25 25 Patents in Process (c) various 1,742 2,618 Total 16,887 30,260 Less Accumulated amortization and impairment charges (6,510 ) (6,992 ) Net $ 10,377 $ 23,268 (a) On January 29, 2007, the Company acquired a license from Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. in the amount of $996,000 . Within 30 days after the receipt by the Company of approval by the FDA allowing the sale of the first licensed product, the Company is required to pay an additional $200,000 to the licensor. Due to its contingent nature, this amount is not recorded as a liability. The Company will also be required to pay a royalty of 3% on all commercial sales revenue from the licensed products. The Company is also obligated to pay a $50,000 minimum annual royalty payment over the life of the license. As of September 30, 2017 , the license was fully amortized. (b) On January 5, 2011, the Company acquired Surgical Biologics, LLC. As a result, the Company recorded intangible assets for Customer & Supplier Relationships of $3,761,000 , Patents & Know-How of $7,690,000 , Licenses of $13,000 , Tradenames & Trademarks of $1,008,000 and In-Process Research & Development of $25,000 . (c) Patents in Process consist of capitalized external legal and other registration costs in connection with internally developed tissue-based patents that are pending. Once issued, the costs associated with a given patent will be included in Patents & Know-How under intangible assets subject to amortization. For the nine months ended September 30, 2017 , approximately $663,000 of costs associated with patents granted during the period were capitalized and included in Patents & Know-How subject to amortization over the life of the patents. (d) On January 13, 2016, the Company acquired Stability, Inc. As a result, the Company recorded intangible assets for Patents & Know-How of $6,790,000 , Customer & Supplier Relationships of $5,330,000 , Non-compete agreements of $830,000 , Tradenames & Trademarks of $450,000 and Licenses of $390,000 . |
Estimated Future Amortization Expense for Intangible Assets | Expected future amortization of intangible assets as of September 30, 2017 , is as follows (in thousands): Year ending December 31, Estimated Amortization Expense 2017 (a) $ 237 2018 950 2019 950 2020 950 2021 942 Thereafter 5,340 $ 9,369 (a) Estimated amortization expense for the year ending December 31, 2017 , includes only amortization to be recorded after September 30, 2017 . |
Net Income Per Share (Tables)
Net Income Per Share (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Earnings Per Share [Abstract] | |
Computation of Basic and Diluted Net Loss per Share | The following table sets forth the computation of basic and diluted net income per share (in thousands except share data): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Net income $ 17,457 $ 3,321 $ 29,853 $ 6,493 Denominator for basic earnings per share - weighted average shares 106,871,436 105,991,990 106,469,278 105,927,890 Effect of dilutive securities: Stock options and restricted stock outstanding(a) 10,630,489 6,369,189 10,077,728 6,265,811 Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities 117,501,925 112,361,179 116,547,006 112,193,701 Income per common share - basic $ 0.16 $ 0.03 $ 0.28 $ 0.06 Income per common share - diluted $ 0.15 $ 0.03 $ 0.26 $ 0.06 (a) Securities outstanding that are included in the computation above, utilizing the treasury stock method are as follows: Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Outstanding stock options 7,916,564 5,704,112 7,985,521 5,767,469 Restricted stock awards 2,713,925 665,077 2,092,207 498,342 10,630,489 6,369,189 10,077,728 6,265,811 |
Equity (Tables)
Equity (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Equity [Abstract] | |
Stock Options Activity | Activity with respect to the stock options is summarized as follows: Number of Shares Weighted- Average Exercise Price Weighted-Average Remaining Contractual Term (in years) Aggregate Intrinsic Value Outstanding at January 1, 2017 12,552,608 $ 3.61 Granted — $ — Exercised (2,417,769 ) $ 4.80 Unvested options forfeited (25,839 ) $ 6.54 Vested options expired (68,991 ) $ 5.79 Outstanding at September 30, 2017 10,040,009 $ 3.30 4.60 $ 86,178,050 Vested at September 30, 2017 9,976,636 $ 3.26 4.59 $ 86,042,771 Vested or expected to vest at September 30, 2017 (a) 10,043,166 $ 3.30 4.60 $ 86,176,954 (a) Includes forfeiture-adjusted unvested shares. |
Stock Options Outstanding and Exercisable | Following is a summary of stock options outstanding and exercisable at September 30, 2017 : Options Outstanding Options Exercisable Range of Exercise Prices Number outstanding Weighted-Average Remaining Contractual Term (in years) Weighted- Average Exercise Price Number Exercisable Weighted- Average Exercise Price $0.70 - $1.09 1,094,429 2.8 $ 0.91 1,094,429 $ 0.91 $1.10 - $1.65 4,290,379 3.7 1.30 4,290,379 1.30 $2.45 - $3.75 854,001 5.0 2.77 854,001 2.77 $4.19 - $6.38 1,989,205 5.7 5.36 1,989,205 5.36 $6.49 - $9.78 1,713,328 6.4 7.30 1,683,625 7.26 $9.90 - $10.99 98,667 7.2 10.38 64,997 10.38 10,040,009 4.6 $ 3.30 9,976,636 $ 3.26 |
Restricted Stock Awards Roll Forward | Activity with respect to restricted stock awards for the nine months ended September 30, 2017 is summarized as follows and includes 17,539 shares of common stock valued at approximately $166,000 which were issued under the 2016 Plan to a consultant in return for services performed: Number of Weighted-Average Grant Date Unvested at January 1, 2017 3,828,445 $8.53 Granted 3,041,078 9.23 Vested (1,457,449 ) 8.42 Forfeited (283,198 ) 8.67 Unvested at September 30, 2017 5,128,876 8.97 |
Allocation of Share-based Compensation | For the three and nine months ended September 30, 2017 and 2016 , the Company recognized share-based compensation expense as follows (in thousands): Three Months Ended September 30, Nine Months Ended September 30, 2017 2016 2017 2016 Cost of sales $ 119 $ 109 $ 393 $ 300 Research and development 148 159 425 520 Selling, general and administrative 5,039 4,433 14,414 13,006 $ 5,306 $ 4,701 $ 15,232 $ 13,826 |
Supplemental Disclosure of Ca27
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities | Selected cash payments, receipts, and noncash activities are as follows (in thousands): Nine Months Ended September 30, 2017 2016 Cash paid for interest $ 119 $ 118 Income taxes paid 8,289 637 Share issuance of 441,009 shares in connection with acquisition — 3,346 Share issuances of 17,539 and 43,344 shares in exchange for services performed, respectively 166 346 |
Contractual Commitments and C28
Contractual Commitments and Contingencies (Tables) | 9 Months Ended |
Sep. 30, 2017 | |
Commitments and Contingencies Disclosure [Abstract] | |
Estimated Annual Lease, Royalty and Employment Agreement Expenses | The estimated annual lease payments, meeting space commitments are as follows (in thousands): Twelve months ended September 30, 2018 $ 2,634 2019 2,826 2020 1,707 2021 1,428 2022 1,470 Thereafter 495 $ 10,560 |
Basis of Presentation (Details)
Basis of Presentation (Details) | 9 Months Ended |
Sep. 30, 2017segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of business segments (segment) | 1 |
Significant Accounting Polici30
Significant Accounting Policies (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Finite-Lived Intangible Assets [Line Items] | ||||
Effective income tax rate reconciliation, excess tax benefit | $ 1,702 | $ 1,510 | $ 5,618 | $ 4,205 |
Patents | ||||
Finite-Lived Intangible Assets [Line Items] | ||||
Intangible assets, net of accumulated amortization | $ 144 | $ 515 |
Divestiture of Stability Biol31
Divestiture of Stability Biologics, LLC - Summary of Assets Transferred and Consideration Received (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 |
Consideration received | ||||||
Gain on sale | $ 4,274 | $ 0 | $ 4,274 | $ 0 | ||
Goodwill | $ 19,894 | 19,894 | 19,894 | $ 20,203 | ||
Stability Biologics, LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | ||||||
Assets divested | ||||||
Trade receivables | 2,405 | 2,405 | 2,405 | |||
Inventories | 2,800 | 2,800 | 2,800 | |||
Prepaid expenses and other assets | 1,610 | 1,610 | 1,610 | |||
Goodwill | 309 | 309 | 309 | |||
Intangible assets | 11,857 | 11,857 | 11,857 | |||
Property and equipment, net of accumulated depreciation | 1,446 | 1,446 | 1,446 | |||
Total assets divested | 20,427 | 20,427 | 20,427 | |||
Liabilities divested | ||||||
Accounts payable and accrued liabilities | 3,487 | 3,487 | 3,487 | |||
Total liabilities divested | 3,487 | 3,487 | 3,487 | |||
Total net assets divested | 16,940 | $ 16,940 | $ 16,940 | |||
Transaction costs | 400 | |||||
Consideration received | ||||||
Non-trade receivable | 150 | |||||
Note receivable | 3,190 | |||||
Intangible assets | 630 | |||||
Extinguishment of earn out liability | 17,644 | |||||
Total consideration received | 21,614 | |||||
Gain on sale | $ 4,274 |
Divestiture of Stability Biol32
Divestiture of Stability Biologics, LLC - Narrative (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Tax benefit | $ 4,384 | $ (1,295) | $ 3,675 | $ (2,984) | |
Gain on divestiture | $ 4,274 | $ 0 | $ 4,274 | $ 0 | |
Stability Biologics, LLC | Disposal Group, Disposed of by Sale, Not Discontinued Operations | |||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |||||
Tax benefit | $ 5,737 | ||||
Gain on divestiture | 4,274 | ||||
Total gain on disposition | $ 10,011 |
Inventories (Details)
Inventories (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 690 | $ 1,148 |
Work in process | 5,164 | 6,677 |
Finished goods | 5,554 | 10,817 |
Inventory, gross | 11,408 | 18,642 |
Reserve for obsolescence | (989) | (828) |
Inventory, net | $ 10,419 | $ 17,814 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Sep. 30, 2017 | Dec. 31, 2016 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 24,218 | $ 22,291 |
Less accumulated depreciation | (10,954) | (8,505) |
Property and equipment, net | 13,264 | 13,786 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 3,116 | 3,274 |
Lab and clean room equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,316 | 8,666 |
Furniture and office equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,203 | 7,051 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 2,583 | $ 3,300 |
Property and Equipment - Narrat
Property and Equipment - Narrative (Details) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net of accumulated depreciation | $ 13,264,000 | $ 13,264,000 | $ 13,786,000 | ||
Other liabilities | 1,076,000 | 1,076,000 | $ 821,000 | ||
Depreciation | 1,013,000 | $ 838,000 | 3,074,000 | $ 2,394,000 | |
Eliminated accumulated depreciation expense | 626,000 | 626,000 | |||
Property plant and equipment sold in divestiture | $ 2,000,000 | $ 2,000,000 | |||
Capital Lease Obligations | |||||
Property, Plant and Equipment [Line Items] | |||||
Capital leases interest rate percentage | 12.00% | 12.00% | |||
Assets Held under Capital Leases | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net of accumulated depreciation | $ 427,000 | $ 427,000 | |||
Other liabilities | 8,600 | 8,600 | |||
Leasehold Improvements Paid by Others | |||||
Property, Plant and Equipment [Line Items] | |||||
Property and equipment, net of accumulated depreciation | $ 1,000,000 | $ 1,000,000 |
Intangible Assets and Royalty36
Intangible Assets and Royalty Agreement - Summary of Intangible Assets (Details) - USD ($) | Jan. 29, 2007 | Sep. 30, 2017 | Dec. 31, 2016 | Jan. 13, 2016 | Jan. 05, 2011 |
Finite-Lived Intangible Assets [Line Items] | |||||
Total | $ 16,887,000 | $ 30,260,000 | |||
Less Accumulated amortization and impairment charges | (6,510,000) | (6,992,000) | |||
Net | 10,377,000 | 23,268,000 | |||
Tradenames & trademarks | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value, indefinite lived | 1,008,000 | 1,458,000 | |||
Tradenames & trademarks | Stability Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value, indefinite lived | $ 450,000 | ||||
Tradenames & trademarks | Surgical Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value, indefinite lived | $ 1,008,000 | ||||
In process research & development | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value, indefinite lived | 25,000 | 25,000 | |||
In process research & development | Surgical Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value, indefinite lived | 25,000 | ||||
Patents in process | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value, indefinite lived | $ 1,742,000 | 2,618,000 | |||
Licenses | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization lives | 7 years | ||||
Gross carrying value | $ 1,009,000 | 1,399,000 | |||
Licenses | Stability Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value | 390,000 | ||||
Licenses | Shriners Hospitals for Children and University of South Florida Research Foundation, Inc. | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Acquisition price | $ 996,000 | ||||
Maximum time of approval | 30 days | ||||
Fair value of earn-out | $ 200,000 | ||||
Contingent royalty to be paid to licensor | 3.00% | ||||
Annual royalty payment, minimum | $ 50,000 | ||||
Licenses | Surgical Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value | 13,000 | ||||
Patents and know-how | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization lives | 19 years | ||||
Gross carrying value | $ 8,712,000 | 14,839,000 | |||
Patents and know-how | Stability Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value | 6,790,000 | ||||
Patents and know-how | Surgical Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value | 7,690,000 | ||||
Finite lived intangible assets | $ 663,000 | ||||
Customer & supplier relationships | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization lives | 13 years | ||||
Gross carrying value | $ 4,271,000 | 9,091,000 | |||
Customer & supplier relationships | Stability Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value | 5,330,000 | ||||
Customer & supplier relationships | Surgical Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value | $ 3,761,000 | ||||
Non compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Weighted average amortization lives | 4 years | ||||
Gross carrying value | $ 120,000 | $ 830,000 | |||
Non compete agreements | Stability Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Gross carrying value | $ 830,000 |
Intangible Assets and Royalty37
Intangible Assets and Royalty Agreement - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2016 | |
Finite-Lived Intangible Assets [Line Items] | |||||
Amortization of intangible assets | $ 418 | $ 631 | $ 1,451 | $ 1,889 | |
Eliminated accumulated depreciation expense | 626 | 626 | |||
Stability Biologics, LLC | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Eliminated accumulated depreciation expense | 1,932 | 1,932 | |||
Distribution Agreement | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets acquired | 510 | 510 | |||
Non compete agreements | |||||
Finite-Lived Intangible Assets [Line Items] | |||||
Intangible assets acquired | $ 120 | $ 120 | $ 830 |
Intangible Assets and Royalty38
Intangible Assets and Royalty Agreement - Estimated Future Amortization Expense for Intangible Assets (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Estimated future amortization expense [Abstract] | |
2,017 | $ 237 |
2,018 | 950 |
2,019 | 950 |
2,020 | 950 |
2,021 | 942 |
Thereafter | 5,340 |
Net book value | $ 9,369 |
Credit Facility (Details)
Credit Facility (Details) - Credit Agreement - Revolving Credit Facility - USD ($) | Oct. 12, 2015 | Sep. 30, 2017 |
Debt Instrument [Line Items] | ||
Maximum borrowing capacity (up to) | $ 50,000,000 | |
Uncommitted incremental facility (up to) | 35,000,000 | |
Debt issuance costs | $ 500,000 | |
Outstanding line of credit | $ 0 | |
London Interbank Offered Rate (LIBOR) | Minimum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 1.50% | |
London Interbank Offered Rate (LIBOR) | Maximum | ||
Debt Instrument [Line Items] | ||
Basis spread on variable rate | 2.25% |
Net Income Per Share (Details)
Net Income Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Computation of basic and diluted net loss per share [Abstract] | ||||
Net income | $ 17,457 | $ 3,321 | $ 29,853 | $ 6,493 |
Denominator for basic earnings per share - weighted average shares (in shares) | 106,871,436 | 105,991,990 | 106,469,278 | 105,927,890 |
Effect of dilutive securities: Stock options and restricted stock outstanding (in shares) | 10,630,489 | 6,369,189 | 10,077,728 | 6,265,811 |
Denominator for diluted earnings per share - weighted average shares adjusted for dilutive securities (in shares) | 117,501,925 | 112,361,179 | 116,547,006 | 112,193,701 |
Income per common share - basic (in dollars per share) | $ 0.16 | $ 0.03 | $ 0.28 | $ 0.06 |
Income per common share - diluted (in dollars per share) | $ 0.15 | $ 0.03 | $ 0.26 | $ 0.06 |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 10,630,489 | 6,369,189 | 10,077,728 | 6,265,811 |
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 7,916,564 | 5,704,112 | 7,985,521 | 5,767,469 |
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 2,713,925 | 665,077 | 2,092,207 | 498,342 |
Equity - Stock Incentive Plans
Equity - Stock Incentive Plans (Details) | 9 Months Ended | |
Sep. 30, 2017USD ($)plan$ / sharesshares | Sep. 30, 2016shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of share-based compensation plans (plan) | plan | 4 | |
Number of shares [Roll forward] | ||
Outstanding, beginning of period (in shares) | shares | 12,552,608 | |
Granted (in shares) | shares | 0 | 0 |
Exercised (in shares) | shares | (2,417,769) | |
Unvested options forfeited (in shares) | shares | (25,839) | |
Vested options expired (in shares) | shares | (68,991) | |
Outstanding, end of period (in shares) | shares | 10,040,009 | |
Vested at end of period (in shares) | shares | 9,976,636 | |
Exercisable options, vested and expected to vest (in shares) | shares | 10,043,166 | |
Weighted-Average Exercise Price [Roll forward] | ||
Outstanding, weighted average exercise price, beginning of period (in dollars per share) | $ 3.61 | |
Granted, weighted average exercise price (in dollars per share) | 0 | |
Exercised, weighted average exercise price (in dollars per share) | 4.80 | |
Unvested options forfeited, weighted-average exercise price (in dollars per share) | 6.54 | |
Vested options expired, weighted-average exercise price (in dollars per share) | 5.79 | |
Outstanding, weighted average exercise price, end of period (in dollars per share) | 3.30 | |
Vested at end of period, weighted average exercise price (in dollars per share) | 3.26 | |
Vested and expected to vest, weighted average exercise price (in dollars per share) | $ 3.30 | |
Stock options, additional disclosures [Abstract] | ||
Outstanding Options, weighted average remaining contractual term (in years) | 4 years 7 months 6 days | |
Vested at end of period, weighted average remaining contractual term (in years) | 4 years 7 months 2 days | |
Vested and expected to vest, weighted average remaining contractual term (in years) | 4 years 7 months 6 days | |
Outstanding, aggregate intrinsic value | $ | $ 86,178,050 | |
Vested at end of period, aggregate intrinsic value | $ | 86,042,771 | |
Vested or expected to vest, aggregate intrinsic value | $ | 86,176,954 | |
Exercised options, intrinsic value | $ | $ 17,994,945 | |
Number of outstanding options (in shares) | shares | 10,040,009 | |
Outstanding Options, weighted average remaining contractual term (in years) | 4 years 7 months 6 days | |
Outstanding Options, weighted average exercise price (in dollars per share) | $ 3.30 | |
Number of exercisable options (in shares) | shares | 9,976,636 | |
Exercisable Options, weighted average exercise price (in dollars per share) | $ 3.26 | |
Total unrecognized compensation expense | $ | $ 98,900 | |
$0.70 - $1.09 | ||
Stock options, additional disclosures [Abstract] | ||
Outstanding Options, weighted average remaining contractual term (in years) | 2 years 9 months 18 days | |
Exercise Price Range, lower range limit (in dollars per share) | $ 0.70 | |
Exercise Price Range, upper range limit (in dollars per share) | $ 1.09 | |
Number of outstanding options (in shares) | shares | 1,094,429 | |
Outstanding Options, weighted average remaining contractual term (in years) | 2 years 9 months 18 days | |
Outstanding Options, weighted average exercise price (in dollars per share) | $ 0.91 | |
Number of exercisable options (in shares) | shares | 1,094,429 | |
Exercisable Options, weighted average exercise price (in dollars per share) | $ 0.91 | |
$1.10 - $1.65 | ||
Stock options, additional disclosures [Abstract] | ||
Outstanding Options, weighted average remaining contractual term (in years) | 3 years 8 months 12 days | |
Exercise Price Range, lower range limit (in dollars per share) | $ 1.10 | |
Exercise Price Range, upper range limit (in dollars per share) | $ 1.65 | |
Number of outstanding options (in shares) | shares | 4,290,379 | |
Outstanding Options, weighted average remaining contractual term (in years) | 3 years 8 months 12 days | |
Outstanding Options, weighted average exercise price (in dollars per share) | $ 1.30 | |
Number of exercisable options (in shares) | shares | 4,290,379 | |
Exercisable Options, weighted average exercise price (in dollars per share) | $ 1.30 | |
$2.45 - $3.75 | ||
Stock options, additional disclosures [Abstract] | ||
Outstanding Options, weighted average remaining contractual term (in years) | 5 years | |
Exercise Price Range, lower range limit (in dollars per share) | $ 2.45 | |
Exercise Price Range, upper range limit (in dollars per share) | $ 3.75 | |
Number of outstanding options (in shares) | shares | 854,001 | |
Outstanding Options, weighted average remaining contractual term (in years) | 5 years | |
Outstanding Options, weighted average exercise price (in dollars per share) | $ 2.77 | |
Number of exercisable options (in shares) | shares | 854,001 | |
Exercisable Options, weighted average exercise price (in dollars per share) | $ 2.77 | |
$4.19 - $6.38 | ||
Stock options, additional disclosures [Abstract] | ||
Outstanding Options, weighted average remaining contractual term (in years) | 5 years 8 months 12 days | |
Exercise Price Range, lower range limit (in dollars per share) | $ 4.19 | |
Exercise Price Range, upper range limit (in dollars per share) | $ 6.38 | |
Number of outstanding options (in shares) | shares | 1,989,205 | |
Outstanding Options, weighted average remaining contractual term (in years) | 5 years 8 months 12 days | |
Outstanding Options, weighted average exercise price (in dollars per share) | $ 5.36 | |
Number of exercisable options (in shares) | shares | 1,989,205 | |
Exercisable Options, weighted average exercise price (in dollars per share) | $ 5.36 | |
$6.49 - $9.78 | ||
Stock options, additional disclosures [Abstract] | ||
Outstanding Options, weighted average remaining contractual term (in years) | 6 years 4 months 24 days | |
Exercise Price Range, lower range limit (in dollars per share) | $ 6.49 | |
Exercise Price Range, upper range limit (in dollars per share) | $ 9.78 | |
Number of outstanding options (in shares) | shares | 1,713,328 | |
Outstanding Options, weighted average remaining contractual term (in years) | 6 years 4 months 24 days | |
Outstanding Options, weighted average exercise price (in dollars per share) | $ 7.30 | |
Number of exercisable options (in shares) | shares | 1,683,625 | |
Exercisable Options, weighted average exercise price (in dollars per share) | $ 7.26 | |
$9.90 - $10.99 | ||
Stock options, additional disclosures [Abstract] | ||
Outstanding Options, weighted average remaining contractual term (in years) | 7 years 2 months 12 days | |
Exercise Price Range, lower range limit (in dollars per share) | $ 9.90 | |
Exercise Price Range, upper range limit (in dollars per share) | $ 10.99 | |
Number of outstanding options (in shares) | shares | 98,667 | |
Outstanding Options, weighted average remaining contractual term (in years) | 7 years 2 months 12 days | |
Outstanding Options, weighted average exercise price (in dollars per share) | $ 10.38 | |
Number of exercisable options (in shares) | shares | 64,997 | |
Exercisable Options, weighted average exercise price (in dollars per share) | $ 10.38 |
Equity - Restricted Stock Award
Equity - Restricted Stock Awards (Details) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued for services performed (in shares) | 17,539 | 43,344 | ||||
Shares issued for services performed | $ 166,000 | $ 346,000 | ||||
Share-based Compensation [Abstract] | ||||||
Share-based compensation expense | $ 5,306,000 | $ 4,701,000 | 15,232,000 | 13,826,000 | ||
Cost of sales | ||||||
Share-based Compensation [Abstract] | ||||||
Share-based compensation expense | 119,000 | 109,000 | 393,000 | 300,000 | ||
Research and development | ||||||
Share-based Compensation [Abstract] | ||||||
Share-based compensation expense | 148,000 | 159,000 | 425,000 | 520,000 | ||
Selling, general and administrative | ||||||
Share-based Compensation [Abstract] | ||||||
Share-based compensation expense | $ 5,039,000 | $ 4,433,000 | $ 14,414,000 | $ 13,006,000 | ||
Restricted stock awards | ||||||
Number of Shares | ||||||
Unvested, Beginning Balance (in shares) | 3,828,445 | |||||
Granted (in shares) | 3,041,078 | |||||
Vested (in shares) | (1,457,449) | |||||
Forfeited (in shares) | (283,198) | |||||
Unvested, Ending Balance (in shares) | 5,128,876 | 5,128,876 | ||||
Weighted- Average Grant Date Fair Value | ||||||
Unvested, Beginning Balance (in dollars per share) | $ 8.97 | $ 8.97 | $ 8.97 | $ 8.53 | ||
Granted (in dollars per share) | 9.23 | |||||
Vested (in dollars per share) | 8.42 | |||||
Forfeited (in dollars per share) | 8.67 | |||||
Unvested, Ending Balance (in dollars per share) | $ 8.97 | $ 8.97 | ||||
Total unrecognized stock-based compensation related to time-based, nonvested restricted stock | $ 32,910,620 | |||||
Expenses expected to be recognized over a weighted-average period (in years) | 2 years 15 days | |||||
Common Stock | Consultant | ||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||
Shares issued for services performed (in shares) | 17,539 | |||||
Shares issued for services performed | $ 166,000 |
Equity - Treasury Stock (Detail
Equity - Treasury Stock (Details) - USD ($) | 9 Months Ended | ||
Sep. 30, 2017 | Oct. 26, 2017 | May 12, 2014 | |
Equity, Class of Treasury Stock [Line Items] | |||
Authorized share amount for repurchase (up to) | $ 10,000,000 | ||
Shares repurchased, value | $ 43,923,000 | ||
Brokerage commissions | 109,000 | ||
Remaining authorizations under the repurchase program | $ 13,000 | ||
Shares reissued from the treasury (in shares) | 2,684,270 | ||
Shares reissued from the treasury, value | $ 24,801,000 | ||
Treasury Stock | |||
Equity, Class of Treasury Stock [Line Items] | |||
Share repurchase (in shares) | 3,644,327 | ||
Shares repurchased for tax withholding (in shares) | 358,861 | ||
Subsequent Event | |||
Equity, Class of Treasury Stock [Line Items] | |||
Authorized share amount for repurchase (up to) | $ 120,000,000 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | Dec. 31, 2017 | |
Income Tax Contingency [Line Items] | |||||
Effective tax rate | (33.50%) | (14.00%) | |||
Effective income tax rate reconciliation, excess tax benefit | $ 1,702 | $ 1,510 | $ 5,618 | $ 4,205 | |
Forecast | |||||
Income Tax Contingency [Line Items] | |||||
Effective tax rate | 35.10% | ||||
Stability Biologics, LLC | |||||
Income Tax Contingency [Line Items] | |||||
Effective income tax rate reconciliation, discrete items related to divestiture | $ 5,737 | $ 5,737 | |||
Effective tax rate, related to divestiture | 15.40% | 28.10% | 9.40% | 31.50% |
Supplemental Disclosure of Ca45
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2017 | Sep. 30, 2016 | |
Supplemental disclosure of cash flow and non-cash investing and financing activities [Abstract] | ||
Cash paid for interest | $ 119 | $ 118 |
Income taxes paid | 8,289 | 637 |
Share issuance of 441,009 shares in connection with acquisition | 0 | 3,346 |
Share issuances of 17,539 and 43,344 shares in exchange for services performed, respectively | $ 166 | $ 346 |
Shares issued in connection with business combination (in shares) | 441,009 | |
Shares issued for services performed (in shares) | 17,539 | 43,344 |
Contractual Commitments and C46
Contractual Commitments and Contingencies - Narrative (Details) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Sep. 30, 2017USD ($) | Sep. 30, 2016USD ($) | Jun. 30, 2017claim | Aug. 18, 2015claim | Jul. 10, 2015claim | Jun. 29, 2015claim | |
Loss Contingencies [Line Items] | ||||||||
Lease expiration period | 6 years | |||||||
Rent expense | $ | $ 403 | $ 453 | $ 1,244 | $ 1,311 | ||||
Pending Litigation | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patent challenged grounds (claim) | 4 | |||||||
Pending Litigation | Bone Bank Action | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patent challenged grounds (claim) | 5 | 7 | ||||||
Opinion allowing a review of patent (claim) | 2 | |||||||
Pending Litigation | Liventa Action, 701 Patent | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patent challenged grounds (claim) | 6 | |||||||
Pending Litigation | Liventa Action, 437 Patent | ||||||||
Loss Contingencies [Line Items] | ||||||||
Number of patent challenged grounds (claim) | 7 | |||||||
Opinion allowing a review of patent (claim) | 1 | |||||||
Standby Letters of Credit | ||||||||
Loss Contingencies [Line Items] | ||||||||
Standby letters of credit | $ | $ 52 | $ 52 |
Contractual Commitments and C47
Contractual Commitments and Contingencies - Estimated Annual Lease Payments (Details) $ in Thousands | Sep. 30, 2017USD ($) |
Estimated annual lease, royalty, and employment agreement expenses [Abstract] | |
2,018 | $ 2,634 |
2,019 | 2,826 |
2,020 | 1,707 |
2,021 | 1,428 |
2,022 | 1,470 |
Thereafter | 495 |
Total Contractual commitments | $ 10,560 |
Schedule II - Valuation and Q48
Schedule II - Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2017 | Sep. 30, 2016 | Sep. 30, 2017 | Sep. 30, 2016 | |
Allowance for doubtful accounts | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | $ 7,219 | $ 4,086 | $ 4,842 | $ 3,270 |
Additions charged to Expense or Revenue | 150 | 800 | 2,600 | 1,635 |
Deductions and write-offs | (409) | (536) | (482) | (555) |
Balance at End of Period | 6,960 | 4,350 | 6,960 | 4,350 |
Allowance for sales returns, discounts and allowances | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 3,461 | 2,191 | 4,894 | 1,262 |
Additions charged to Expense or Revenue | 1,288 | 2,591 | 5,794 | 5,917 |
Deductions and write-offs | (1,270) | (2,520) | (7,209) | (4,917) |
Balance at End of Period | 3,479 | 2,262 | 3,479 | 2,262 |
Allowance for obsolescence | ||||
Movement in Valuation Allowances and Reserves [Roll Forward] | ||||
Balance at Beginning of Period | 1,113 | 1,780 | 828 | 397 |
Additions charged to Expense or Revenue | 212 | 339 | 953 | 1,910 |
Deductions and write-offs | (336) | (1,411) | (792) | (1,599) |
Balance at End of Period | $ 989 | $ 708 | $ 989 | $ 708 |