Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2021 | Jul. 15, 2021 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2021 | |
Document Transition Report | false | |
Entity File Number | 001-35887 | |
Entity Registrant Name | MIMEDX GROUP, INC. | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 26-2792552 | |
Entity Address, Address Line One | 1775 West Oak Commons Ct NE | |
Entity Address, City or Town | Marietta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30062 | |
City Area Code | 770 | |
Local Phone Number | 651-9100 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MDXG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 111,946,829 | |
Entity Central Index Key | 0001376339 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2021 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Current assets: | ||
Cash and cash equivalents | $ 85,007 | $ 95,812 |
Accounts receivable, net | 37,243 | 35,423 |
Inventory | 10,137 | 10,361 |
Prepaid expenses | 3,350 | 5,605 |
Income tax receivable | 10,138 | 10,045 |
Other current assets | 1,816 | 3,371 |
Total current assets | 147,691 | 160,617 |
Property and equipment, net | 10,273 | 11,437 |
Right of use asset | 3,144 | 3,623 |
Goodwill | 19,976 | 19,976 |
Intangible assets, net | 5,750 | 6,004 |
Other assets | 313 | 375 |
Total assets | 187,147 | 202,032 |
Current liabilities: | ||
Accounts payable | 10,563 | 8,765 |
Accrued compensation | 21,257 | 18,467 |
Accrued expenses | 17,073 | 30,460 |
Other current liabilities | 1,678 | 1,470 |
Total current liabilities | 50,571 | 59,162 |
Long term debt, net | 47,905 | 47,697 |
Other liabilities | 3,314 | 3,755 |
Total liabilities | 101,790 | 110,614 |
Commitments and contingencies (Note 12) | ||
Convertible preferred stock Series B; $0.001 par value; 100,000 shares authorized, issued and outstanding at June 30, 2021 and December 31, 2020 | 92,494 | 91,568 |
Stockholders' deficit | ||
Preferred stock Series A; $0.001 par value; 5,000,000 shares authorized, 0 issued and outstanding at June 30, 2021 and December 31, 2020 | 0 | 0 |
Common stock; $0.001 par value; 187,500,000 shares authorized; 112,703,926 issued and 111,881,938 outstanding at June 30, 2021 and 112,703,926 issued and 110,930,243 outstanding at December 31, 2020 | 113 | 113 |
Additional paid-in capital | 158,720 | 158,610 |
Treasury stock at cost; 821,988 shares at June 30, 2021 and 1,773,683 shares at December 31, 2020 | (4,385) | (7,449) |
Accumulated deficit | (161,585) | (151,424) |
Total stockholders' deficit | (7,137) | (150) |
Total liabilities, convertible preferred stock, and stockholders’ deficit | $ 187,147 | $ 202,032 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2021 | Dec. 31, 2020 |
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ DEFICIT | ||
Series B convertible preferred stock par value (in dollars per share) | $ 0.001 | $ 0.001 |
Series B convertible preferred stock, shares authorized (in shares) | 100,000 | 100,000 |
Series B convertible preferred stock, shares issued (in shares) | 100,000 | 100,000 |
Series B convertible preferred stock, shares outstanding (in shares) | 100,000 | 100,000 |
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) | 187,500,000 | |
Common stock, shares issued (in shares) | 112,703,926 | 112,703,926 |
Common stock, shares outstanding (in shares) | 111,881,938 | 110,930,243 |
Treasury stock, shares (in shares) | 821,988 | 1,773,683 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Statement [Abstract] | ||||
Net sales | $ 68,165 | $ 53,647 | $ 128,132 | $ 115,383 |
Cost of sales | 12,760 | 8,198 | 22,401 | 18,223 |
Gross profit | 55,405 | 45,449 | 105,731 | 97,160 |
Operating expenses: | ||||
Selling, general and administrative | 53,599 | 37,329 | 99,003 | 84,270 |
Investigation, restatement and related | (2,062) | 11,446 | 5,134 | 27,038 |
Research and development | 4,063 | 2,259 | 8,402 | 4,910 |
Amortization of intangible assets | 215 | 271 | 454 | 542 |
Operating loss | (410) | (5,856) | (7,262) | (19,600) |
Other expense, net | ||||
Interest expense, net | (1,371) | (2,574) | (2,844) | (4,961) |
Other expense, net | (3) | (9) | (2) | (3) |
Loss before income tax provision | (1,784) | (8,439) | (10,108) | (24,564) |
Income tax provision benefit (expense) | 5 | (27) | (53) | 11,277 |
Net loss | (1,779) | (8,466) | (10,161) | (13,287) |
Net loss available to common stockholders (Note 8) | $ (3,276) | $ (8,466) | $ (13,126) | $ (13,287) |
Net loss per common share - basic (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.12) | $ (0.12) |
Net loss per common share - diluted (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.12) | $ (0.12) |
Weighted average common shares outstanding - basic (in shares) | 110,276,636 | 108,119,461 | 109,841,428 | 108,081,625 |
Weighted average common shares outstanding - diluted (in shares) | 110,276,636 | 108,119,461 | 109,841,428 | 108,081,625 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' DEFICIT - USD ($) | Total | Revision of Prior Period, Adjustment | Common Stock Issued | Common Stock IssuedRevision of Prior Period, Adjustment | Additional Paid-in Capital | Additional Paid-in CapitalRevision of Prior Period, Adjustment | Treasury Stock | Treasury StockRevision of Prior Period, Adjustment | Accumulated Deficit |
Balance beginning of period (in shares) at Dec. 31, 2019 | 112,703,926 | 1,885,277 | |||||||
Balance, beginning of period at Dec. 31, 2019 | $ 34,398,000 | $ 113,000 | $ 147,231,000 | $ (10,806,000) | $ (102,140,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation expense | 3,781,000 | 3,781,000 | |||||||
Exercise of stock options | 298,000 | (1,658,000) | $ 1,956,000 | ||||||
Exercise of stock options (in shares) | (220,300) | ||||||||
Issuance of restricted stock | 0 | 0 | $ 0 | ||||||
Issuance of restricted stock (in shares) | 0 | ||||||||
Restricted stock canceled/forfeited | 0 | 2,124,000 | $ (2,124,000) | ||||||
Restricted stock canceled/forfeited (in shares) | 285,611 | ||||||||
Shares repurchased for tax withholding (in shares) | 461,934 | ||||||||
Shares repurchased for tax withholding | (2,330,000) | 147,000 | $ (2,477,000) | ||||||
Net loss | (13,287,000) | (13,287,000) | |||||||
Balance end of period (in shares) at Jun. 30, 2020 | 112,703,926 | 2,412,522 | |||||||
Balance, end of period at Jun. 30, 2020 | 22,860,000 | $ 113,000 | 151,625,000 | $ (13,451,000) | (115,427,000) | ||||
Balance beginning of period (in shares) at Mar. 31, 2020 | 112,703,926 | 2,163,066 | |||||||
Balance, beginning of period at Mar. 31, 2020 | 30,339,000 | $ 113,000 | 149,765,000 | $ (12,578,000) | (106,961,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Share-based compensation expense | 1,866,000 | 1,866,000 | |||||||
Exercise of stock options | 0 | (444,000) | $ 444,000 | ||||||
Exercise of stock options (in shares) | (50,000) | ||||||||
Restricted stock canceled/forfeited | 0 | 378,000 | $ (378,000) | ||||||
Restricted stock canceled/forfeited (in shares) | 42,613 | ||||||||
Shares repurchased for tax withholding (in shares) | 256,843 | ||||||||
Shares repurchased for tax withholding | (879,000) | 60,000 | $ (939,000) | ||||||
Net loss | (8,466,000) | (8,466,000) | |||||||
Balance end of period (in shares) at Jun. 30, 2020 | 112,703,926 | 2,412,522 | |||||||
Balance, end of period at Jun. 30, 2020 | $ 22,860,000 | $ 113,000 | 151,625,000 | $ (13,451,000) | (115,427,000) | ||||
Balance beginning of period (in shares) at Dec. 31, 2020 | 112,703,926 | 112,703,926 | 1,773,683 | ||||||
Balance, beginning of period at Dec. 31, 2020 | $ (150,000) | $ 113,000 | 158,610,000 | $ (7,449,000) | (151,424,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Correction of out-of-period error (Note 1) | Stock Award Misstatements | $ 0 | $ (2,009,000) | $ 2,009,000 | ||||||
Correction of out-of-period error (Note 1) (in shares) | Stock Award Misstatements | 239,502 | (239,502) | |||||||
Deemed dividends | (926,000) | (926,000) | |||||||
Share-based compensation expense | 7,304,000 | 7,304,000 | |||||||
Exercise of stock options | $ 1,359,000 | (934,000) | $ 2,293,000 | ||||||
Exercise of stock options (in shares) | (494,139) | (452,329) | |||||||
Issuance of restricted stock | $ 0 | (3,576,000) | $ 3,576,000 | ||||||
Issuance of restricted stock (in shares) | (761,775) | ||||||||
Restricted stock canceled/forfeited | 0 | 251,000 | $ (251,000) | ||||||
Restricted stock canceled/forfeited (in shares) | 48,026 | ||||||||
Shares repurchased for tax withholding (in shares) | 453,885 | ||||||||
Shares repurchased for tax withholding | (4,563,000) | $ (4,563,000) | |||||||
Net loss | $ (10,161,000) | (10,161,000) | |||||||
Balance end of period (in shares) at Jun. 30, 2021 | 112,703,926 | 112,703,926 | 821,988 | ||||||
Balance, end of period at Jun. 30, 2021 | $ (7,137,000) | $ 113,000 | 158,720,000 | $ (4,385,000) | (161,585,000) | ||||
Balance beginning of period (in shares) at Mar. 31, 2021 | 112,703,926 | 1,083,297 | |||||||
Balance, beginning of period at Mar. 31, 2021 | (8,051,000) | $ 113,000 | 156,733,000 | $ (5,091,000) | (159,806,000) | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||||||
Correction of out-of-period error (Note 1) | Stock Award Misstatements | $ 0 | $ (928,000) | $ 928,000 | ||||||
Correction of out-of-period error (Note 1) (in shares) | Stock Award Misstatements | (239,502) | ||||||||
Deemed dividends | (464,000) | (464,000) | |||||||
Share-based compensation expense | 4,060,000 | 4,060,000 | |||||||
Exercise of stock options | 444,000 | (668,000) | $ 1,112,000 | ||||||
Exercise of stock options (in shares) | (141,516) | ||||||||
Issuance of restricted stock | 0 | (116,000) | $ 116,000 | ||||||
Issuance of restricted stock (in shares) | (19,774) | ||||||||
Restricted stock canceled/forfeited | 0 | 103,000 | $ (103,000) | ||||||
Restricted stock canceled/forfeited (in shares) | 12,437 | ||||||||
Shares repurchased for tax withholding (in shares) | 127,046 | ||||||||
Shares repurchased for tax withholding | (1,347,000) | $ (1,347,000) | |||||||
Net loss | $ (1,779,000) | (1,779,000) | |||||||
Balance end of period (in shares) at Jun. 30, 2021 | 112,703,926 | 112,703,926 | 821,988 | ||||||
Balance, end of period at Jun. 30, 2021 | $ (7,137,000) | $ 113,000 | $ 158,720,000 | $ (4,385,000) | $ (161,585,000) |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2020 | |
Cash flows from operating activities: | ||
Net loss | $ (10,161) | $ (13,287) |
Adjustments to reconcile net loss to net cash flows used in operating activities: | ||
Share-based compensation | 7,304 | 7,783 |
Depreciation | 2,467 | 2,928 |
Amortization of intangible assets | 454 | 542 |
Amortization of deferred financing costs | 833 | 1,441 |
Non-cash lease expenses | 480 | 486 |
Accretion of asset retirement obligation | 37 | 0 |
Loss on fixed asset disposal | 236 | 1 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | (1,820) | 2,230 |
Inventory | 224 | (1,460) |
Prepaid expenses | 2,254 | 3,819 |
Income taxes | (93) | (10,682) |
Other assets | 1,387 | 821 |
Accounts payable | 2,794 | 3,236 |
Accrued compensation | 2,790 | (518) |
Accrued expenses | (13,752) | (12,109) |
Other liabilities | (514) | (609) |
Net cash flows used in operating activities | (5,080) | (15,378) |
Cash flows from investing activities: | ||
Purchases of equipment | (2,346) | (1,421) |
Principal payments from note receivable | 45 | 0 |
Patent application costs | (200) | (151) |
Net cash flows used in investing activities | (2,501) | (1,572) |
Cash flows from financing activities: | ||
Proceeds from exercise of stock options | 1,359 | 298 |
Stock repurchased for tax withholdings on vesting of restricted stock | (4,563) | (2,330) |
Principal payments on finance lease | (20) | 0 |
Deferred financing cost | 0 | (23) |
Repayment of term loans | 0 | (11,875) |
Proceeds from term loans | 0 | 10,000 |
Net cash flows used in financing activities | (3,224) | (3,930) |
Net change in cash | (10,805) | (20,880) |
Cash and cash equivalents, beginning of period | 95,812 | 69,069 |
Cash and cash equivalents, end of period | $ 85,007 | $ 48,189 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Nature of Business | Nature of Business MiMedx Group, Inc. (together with its subsidiaries, except where the context otherwise requires, “ MiMedx ,” or the “ Company ”) is an industry leader in utilizing amniotic tissue as a platform for regenerative medicine, developing and distributing placental tissue allografts with patent-protected, proprietary processes for multiple sectors of healthcare. As a pioneer in placental biologics, MiMedx has both a base business, focused on addressing the needs of patients with acute and chronic non-healing wounds, and a promising late-state pipeline targeted at decreasing pain and improving function for patients with degenerative musculoskeletal conditions. The Company derives its products from human placental tissues and processes these tissues using its proprietary methods, including the PURION® process. MiMedx employs Current Good Tissue Practices, Current Good Manufacturing Practices, and terminal sterilization to produce its allografts. MiMedx provides products primarily in the wound care, burn, and surgical sectors of healthcare. All of its products are regulated by the United State Food and Drug Administration (“ FDA ”). The Company’s business model is focused primarily on the United States of America but the Company is pursuing opportunities for international expansion. Enforcement Discretion In November 2017, the FDA published a series of guidances that established an updated framework for the regulation of cellular and tissue-based products. These guidances clarified the FDA’s views about the criteria that differentiate those products subject to regulation under Section 361 of the Public Health Service Act from those considered to be drugs, devices, and/or biological products subject to licensure under Section 351 of the Public Health Service Act and related regulations. The Company identified its micronized and particulate products as being subject to regulation under Section 351, requiring pre-market approval from the FDA for a specified indication with demonstrated clinical efficacy. The FDA exercised enforcement discretion with respect to Investigative New Drug (“ IND ”) applications and pre-market approval requirements through May 31, 2021. As of May 31, 2021, the Company stopped marketing its Section 351 products and will be precluded from marketing its Section 351 products in the United States until a Biologics License Application (“ BLA ”) is granted. If and when the FDA approves a BLA, we expect to be allowed to market the Section 351 products again, but only for specific indications as permitted by the FDA. Sales of the Company’s Section 351 products were $8.6 million and $6.2 million for the three months ended June 30, 2021 and 2020, respectively, and $16.7 million and $14.9 million for the six months ended June 30, 2021 and 2020, respectively. The Company currently markets EPICORD and AMNIOCORD tissue products derived from human umbilical cord, as providing a protective environment or as a barrier. If the FDA were to determine that EPICORD and AMNIOCORD do not meet the requirements for regulation solely under Section 361, then pre-market clearance or approval would be required. The loss of the Company’s ability to market and sell its umbilical cord-derived products would have an adverse effect on the Company’s revenue, business, financial condition, and results of operations. Net sales of the Company’s umbilical cord-derived products were $5.9 million and $3.3 million for the three months ended June 30, 2021 and 2020, respectively, and $10.8 million and $7.2 million for the six months ended June 30, 2021 and 2020, respectively. Cord inventory, which would be at risk for write-down as a result of this determination, was $0.8 million as of June 30, 2021. Out-of-Period Adjustment During the three and six months ended June 30, 2021, the Company identified certain Restricted Stock Unit and Performance Stock Unit awards which were not appropriately reflected in the Company’s balance of common stock outstanding beginning in 2019. The effects of these errors caused misstatements in the Company’s balance of treasury stock, additional paid-in capital, and common stock outstanding on each of the Company’s reported consolidated balance sheets and consolidated statements of stockholders’ (deficit) equity for interim and annual periods beginning with those statements as of and for the year ended December 31, 2019. The identified errors did not affect total stockholders’ (deficit) equity or earnings per share in any period. The Company recorded an out-of-period adjustment during the three and six months ended June 30, 2021, which resulted in decreases of $0.9 million and $2.0 million to the balance of additional paid-in capital for the three and six months ended June 30, 2021, respectively, and increases of $0.9 million and $2.0 million to the balance of treasury stock during those same periods. The balance of common shares outstanding at June 30, 2021 of 111,881,938 reflects a cumulative increase of 239,502 shares relating to the adjustment. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2021 | |
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 Annual Report on Form 10-K for the year ended December 31, 2020, filed with the Securities and Exchange Commission (“ SEC ”) on March 8, 2021 (the “ 2020 Form 10-K ”) for a description of all significant accounting policies. Basis of Presentation The 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. 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. The operating results for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet as of December 31, 2020 was 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. These unaudited condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company included in the 2020 Form 10-K. Use of Estimates The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. 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 unaudited condensed consolidated financial statements and the reported unaudited condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment and intangible assets, estimates regarding asset retirement obligations, estimates for contingent liabilities, the measurement of right-of-use assets and lease liabilities, management’s assessment of the Company’s ability to continue as a going concern, estimates of fair value of share-based payments, and valuation of deferred tax assets. In addition to the above, the Company has considered the potential effects of the Covid-19 Pandemic and potential negative impacts resulting from the end of the FDA’s period of Enforcement Discretion with respect to its determinations surrounding impairments, increases in allowances for credit losses, increases in the Company’s returns reserve, other expenses, and changes in accounting judgments that have or are reasonably likely to have a material impact on the unaudited condensed consolidated financial statements. Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. 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. Bad debt expense and the allowance for doubtful accounts are based on historical trends and current expectations for credit losses and reasonable and supportable forecasts. The Company’s policy to reserve for potential bad debts is based on the aging of the individual receivables as well as customer-specific qualitative factors, such as bankruptcy proceedings. The Company manages credit risk by routinely performing credit checks on customers prior to sales. The individual receivables are written-off after all reasonable efforts to collect the funds have been made. Actual write-offs may differ from the amounts reserved. The Company’s allowance for doubtful accounts was $0.8 million and $0.7 million as of June 30, 2021 and December 31, 2020, respectively. Goodwill Goodwill represents the excess of purchase price over the fair value of net assets of acquired businesses. The Company assesses goodwill for impairment at least annually on October 1 and whenever events or substantive changes in circumstances indicate that the asset may be impaired. The Company may first choose to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a quantitative analysis. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative analysis. As of June 30, 2021, the Company concluded it operates as one reporting unit. Under the quantitative analysis, if the carrying value of the reporting unit exceeds its fair value, goodwill impairment is recognized for the amount that the carrying value exceeds fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value using income and market approaches. Under the income approach, the fair value of the Company is the present value of its future economic benefits. These benefits can include revenue, cost savings, tax deductions, and proceeds from its disposition. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, industry trends, and entity-specific risks as of the goodwill impairment testing date. Under the market approach, the Company derives the fair value of the reporting unit using observed fair values of a set of companies with comparable business models to the reporting unit under evaluation. These amounts are reconciled to the Company’s market capitalization as of the test date for reasonableness. Change in Annual Goodwill Impairment Testing Date The Company elected to change its annual goodwill and indefinite-lived intangible asset impairment testing date from September 30 to October 1. The change in the annual impairment testing date provides the Company with more time in identifying and calculating any impairments and to maximize the use of the Company’s available resources. Because GAAP does not permit more than 12 months to pass between annual goodwill impairment tests, the Company performed quantitative tests on September 30 and October 1, 2020. As a result of each of these tests, the Company concluded that the fair value of the reporting unit exceeded the carrying value and recorded no impairment. Revenue Recognition The Company sells its products primarily to individual customers and independent distributors (collectively referred to as “ customers ”). Customers obtain and use products either through ship and bill arrangements or consignment arrangements. Under ship and bill arrangements, the customer submits an order. Upon approval of the sales order, the Company ships product to the customer and invoices them for the product sold. Under consignment arrangements, the customer takes possession of the product, but the Company retains title until the implantation, or application of the Company’s product to the patient. The Company recognizes revenue as performance obligations are fulfilled; which generally occurs upon the shipment of product to the customers for ship and bill orders or upon implantation for consignment sales. Revenue is recognized based on consideration the Company expects to be entitled to from the sale. This consists of the gross selling price of the product, less any discounts or rebates (collectively, “ deductions ” or “ sales deductions ”). Gross selling price is a standard set by the Company for all customers unless a contract governing the sale provides for a specified price. Sales deductions are specified in individual contracts with customers and are generally achieved based on total sales during a specified period. The Company estimates the total sales deductions that a specific customer will achieve over the relevant term and applies the reduction to sales as they are made throughout the period. Rebates owed to customers are accrued and recorded in accrued expenses on the unaudited condensed consolidated balance sheets. The Company acts as principal in all of its customer arrangements and records revenue on a gross basis. Shipping is considered immaterial in the context of the overall customer arrangement, and damages or loss of goods in transit are rare. Therefore, shipping is not deemed a separately-recognized performance obligation and the Company has elected to treat shipping costs as activities to fulfill the promise to transfer the product. The Company maintains a returns policy that allows its customers to return product that is consigned, damaged, or non-conforming, ordered in error, or due to a recall. The estimate of the provision for returns is based on historical experience with actual returns. The Company’s payment terms for customers are typically 30 to 60 days from receipt of title of the goods. In addition to the above revenue recognition policy, the Company recognizes revenue from customers with balances outstanding as of September 30, 2019 for which all of the criteria necessary for revenue recognition were not met at the time of shipment and that such criteria would not be met until collection of such sales (the “ Remaining Contracts ”). This was in accordance with the change in the Company’s revenue recognition pattern beginning September 30, 2019 (the “ Transition ”). The Company defers the recognition of cost of sales associated with the Remaining Contracts until revenue is recognized and cash is collected. Deferred cost of sales, included as part of other current assets on the unaudited condensed consolidated balance sheets, were $0.1 million and $0.2 million as of June 30, 2021 and December 31, 2020, respectively. A summary of the effects of cash collections on the Remaining Contracts on the unaudited condensed consolidated statements of operations for each of the three and six months ended June 30, 2021 and 2020 are as follows (amounts in thousands): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net sales $ 313 $ 1,706 $ 611 $ 6,201 Cost of sales 44 239 86 868 Gross profit $ 269 $ 1,467 $ 525 $ 5,333 Leases The Company determines if an arrangement is, or contains, a lease at inception. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term used in the calculation includes options to extend or terminate the lease when the exercise of such options are reasonably certain. The determination of whether the Company is reasonably certain to exercise a renewal or termination option is reassessed as new information arises and is accounted for prospectively as of the point in time the determination is made regarding the modification of the lease term. The Company uses its incremental borrowing rate in determining the present value of lease payments. Right-of-use assets resulting from operating leases are included in right of use asset on the unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. Right-of-use assets resulting from the Company’s finance leases are included in property and equipment, net on the unaudited condensed consolidated balance sheet as of June 30, 2021. Associated liabilities from both operating and finance leases are included on the unaudited condensed consolidated balance sheet as part of other current liabilities, to the extent that principal payments on such obligations will be paid in the next 12 months, and other liabilities, to the extent that principal payments on such obligations will be paid more than one year in the future. As of June 30, 2021, the Company has both finance and operating leases. Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value of lease liabilities. As an accounting policy election, the Company excludes short-term leases having initial terms of 12 months or fewer. For operating leases, lease expense is recognized on a straight-line basis over the lease term through selling, general and administrative expense on the unaudited condensed consolidated statements of operations. For finance leases, the right of use asset is amortized, straight-line, over the life of the lease as depreciation expense, which is included as a component of selling, general and administrative expense on the unaudited condensed consolidated statements of operations. The Company recognizes interest expense on finance lease liabilities based on the incremental borrowing rate at lease inception applied to the outstanding lease liability. The Company does not recognize interest expense on operating lease liabilities. Payments on operating leases are considered cash flows from operating activities. Payments on finance leases, to the extent that the payment relates to the reduction of the principal balance of the liability, are considered cash flows from financing activities. Payments toward the interest portion of finance lease liabilities are classified as cash flows from operating activities. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ,” which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU simplifies the accounting for such instruments by removing requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2021 on a modified retrospective basis. There was no impact upon adoption. Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued Accounting Standards Update (“ ASU ”) 2020-04, “ Reference Rate Reform (Topic 848) ”, which provides temporary, optional expedients and exceptions to accounting guidance for certain contract modifications and hedging arrangements to ease financial reporting burdens as a result of market transitions from the London Interbank Offered Rate (“ LIBOR ”) to alternative reference rates. The guidance is available for prospective application upon its issuance and can generally be applied to contract modifications and hedging relationships entered into beginning March 12, 2020 through December 31, 2022. As of June 30, 2021, the Company has long-term debt outstanding which carries an interest rate tied to LIBOR, the agreement for which contemplates an interest rate alternative in the event that LIBOR is unavailable. The Company is evaluating the possibility of adoption and the related impact on its financial statements. If adopted, the Company does not expect the provisions of this ASU to have a material impact on its consolidated financial statements. All other ASUs issued and not yet effective for the six months ended June 30, 2021, 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. |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): June 30, 2021 December 31, 2020 Raw materials $ 396 $ 314 Work in process 6,099 4,316 Finished goods 3,642 5,731 Inventory $ 10,137 $ 10,361 As a result of the conclusion of the FDA’s period of Enforcement Discretion on May 31, 2021, the Company fully reserved $1.0 million of its Section 351 product inventory during the three and six months ended June 30, 2021. This amount is included as part of cost of sales on the unaudited condensed consolidated statements of operations for those periods. |
Property and Equipment
Property and Equipment | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Property and Equipment Property and equipment consisted of the following (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 8,039 $ 6,010 Laboratory and clean room equipment 15,424 15,524 Furniture and equipment 15,062 15,295 Construction in progress 1,972 3,321 Asset retirement cost 860 785 Finance lease assets 189 — Property and equipment, gross 41,546 40,935 Less accumulated depreciation (31,273) (29,498) Property and equipment, net $ 10,273 $ 11,437 Depreciation expense for each of the three and six months ended June 30, 2021 and 2020 is summarized in the table below (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation expense $ 1,306 $ 1,422 $ 2,467 $ 2,928 Depreciation expense is allocated amongst cost of sales, research and development, and selling, general, and administrative expense on the unaudited condensed consolidated statements of operations. |
Intangible Assets
Intangible Assets | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Intangible Assets Intangible assets are summarized as follows (in thousands): June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets Patents and know how $ 9,546 $ (6,069) $ 3,477 $ 9,510 $ (5,730) $ 3,780 Licenses 1,414 (1,403) 11 1,414 (1,334) 80 Customer and supplier relationships 241 (181) 60 241 (172) 69 Non-compete agreements 120 (113) 7 120 (98) 22 Total amortized intangible assets $ 11,321 $ (7,766) $ 3,555 $ 11,285 $ (7,334) $ 3,951 Unamortized intangible assets Trade names and trademarks $ 1,008 $ 1,008 $ 1,008 $ 1,008 Patents in process 1,187 1,187 1,045 1,045 Total intangible assets $ 13,516 $ 5,750 $ 13,338 $ 6,004 Amortization expense for the three and six months ended June 30, 2021 and 2020 is summarized in the table below (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Amortization expense $ 215 $ 271 $ 454 $ 542 Expected future amortization of intangible assets as of June 30, 2021, is as follows (in thousands): Year ending December 31, Estimated 2021 (excluding the six months ended June 30, 2021) $ 366 2022 694 2023 694 2024 694 2025 282 Thereafter 825 Total amortized intangible assets $ 3,555 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2021 December 31, 2020 Legal costs $ 7,161 $ 14,822 Settlement costs 4,495 9,975 Commissions to sales agents 1,823 2,141 Estimated returns 777 688 Accrued clinical trials 686 651 Accrued GPO fees 520 554 Accrued rebates 372 886 Other 1,239 743 Total $ 17,073 $ 30,460 |
Long Term Debt
Long Term Debt | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Long Term Debt | Long Term Debt Hayfin Term Loan Agreement On June 30, 2020, the Company entered into a Loan Agreement with, among others, Hayfin Services, LLP, (“ Hayfin ”) an affiliate of Hayfin Capital Management LLP (the “ Hayfin Loan Agreement ”), which Hayfin funded (the “ Hayfin Loan Transaction ”) on July 2, 2020 (the “ Closing Date ”) and provided the Company with a senior secured term loan in an aggregate amount of $50 million (the “ Term Loan ”). The Term Loan matures on June 30, 2025 (the “ Maturity Date ”). Interest is payable on the Term Loan for the balance outstanding quarterly through the Maturity Date. No principal payments on the Term Loan are due and payable until the Maturity Date. The Hayfin Loan Agreement also provided for an additional delayed draw term loan (the “ DD TL ,” collectively with the Term Loan, the “ Credit Facilities ”) in the form of a committed but undrawn facility. The Company had the option to borrow on the DD TL through June 30, 2021. The Company did not borrow on the DD TL prior to June 30, 2021 and the Company’s option to draw upon these funds has expired. The Credit Facilities, which are senior secured obligations, were entered into together with the sale of the Company’s Series B Convertible Preferred Stock (as defined and described in Note 9, “ Equity ”) in an aggregate amount of up to $100 million (collectively, the “ Financing Transactions ”) in order to: (1) refinance the outstanding indebtedness (the “ Refinancing ”) under the Loan Agreement, dated as of June 10, 2019 (as amended and restated, the “ BT Term Loan Agreement ”), among the Company, the lenders and Blue Torch Finance LLC as administrative agent and collateral agent for such lenders, (2) pay fees and expenses incurred with certain financing transactions, and (3) finance the working capital, capital expenditures, and other general corporate purposes of the Company. The interest rate applicable to any borrowings under the Term Loan accrues at a rate equal to LIBOR (subject to a floor of 1.5%) plus a margin of 6.75% per annum (the “ Margin ”). If LIBOR is unavailable, the loan will carry interest at the Margin plus the greatest of the Prime Rate, the Federal Funds Rate plus 0.5% per annum, and 2.5%. The Margin is eligible for a reduction depending on the Total Net Leverage Ratio for the quarter; as follows: • 6.5% per annum if the Total Net Leverage Ratio (as defined in the Hayfin Loan Agreement) is less than 2.0x but greater than or equal to 1.0x, or • 6.0% per annum if the Total Net Leverage Ratio is less than 1.0x. An additional 3.0% margin is applied to the interest rate in the event of default as defined by the Hayfin Loan Agreement. At issuance and as of June 30, 2021, the Term Loan carried an interest rate of 8.3%. The Credit Facilities contain financial covenants requiring the Company, on a consolidated basis, to maintain the following: • Maximum Total Net Leverage Ratio of 4.5x through June 30, 2021, further reduced to 4.0x thereafter for the life of the loans, required to be calculated on a quarterly basis. • Minimum Liquidity (as defined in the Hayfin Loan Agreement) of $10 million, an at-all-times financial covenant tested monthly. As of June 30, 2021, the Company is in compliance with all financial covenants required under the Hayfin Loan Agreement. The Credit Facilities also specify that any prepayment of the Term Loan, voluntary or mandatory, as defined in the Term Loan Agreement, will subject MiMedx to a prepayment premium applicable as of the date of the prepayment: • On or before the first anniversary of the Closing Date: ◦ A make-whole premium, equal to the greater of: ▪ 5% of the principal balance repaid, and ▪ 102% of the principal balance plus interest that would have been accrued from the repayment date to 12 months following the Closing Date. • After the first anniversary of the Closing Date but on or before the second anniversary of the Closing Date: 2% of the principal balance repaid. • After the second anniversary of the Closing Date: 1% of the principal balance repaid. • After the third anniversary of the Closing Date: 0% of the principal balance repaid. The Loan Agreement also includes events of default customary for facilities of this type, and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Credit Facilities may be accelerated or the lenders’ commitments terminated. The mandatory prepayments are also required in the event of a change in control, incurring other indebtedness, certain proceeds from disposal of assets and insured casualty event. Annually, beginning with the fiscal year ending December 31, 2021, the Company is required to prepay the outstanding loans based on the percentage of the Excess Cash Flow (as defined in the Hayfin Loan Agreement), if such is generated, with the percentage determined based on the Total Net Leverage thresholds. Hayfin maintains a first-priority security interest in substantially all of the Company’s assets. Original issue discount and deferred financing costs incurred as part of the Financing Transactions were allocated between the sale of the Series B Convertible Preferred Stock and the Hayfin Term Loan on the basis of the relative fair values of the transactions. The costs allocated to the Hayfin Term Loan were further allocated between the Term Loan and the DD TL on the basis of the maximum potential principal outstanding between the Credit Facilities. A summary of the allocation of the deferred financing costs and original issue discount between the Term Loan and the DD TL on July 2, 2020 was as follows (amounts in thousands): July 2, 2020 Term Loan DD TL Total Long term debt Other current assets Original issue discount $ 333 $ 167 $ 500 Deferred financing costs 2,169 1,084 3,253 Deferred financing costs and original issue discount associated with the Term Loan are amortized using the effective interest method through the Maturity Date. The amortization of such amounts are presented as part of interest expense, net on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2021. Unamortized deferred financing costs and original issue discount associated with the Term Loan are presented as a reduction to the principal balance on the Term Loan as part of long term debt, net on the unaudited condensed consolidated balance sheet as of June 30, 2021. Deferred financing costs and original issue discount associated with the DD TL were amortized using the straight line method through the expiration of the DD TL commitment term on June 30, 2021. Amortization of these amounts are presented as part of interest expense, net on the unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2021. Unamortized deferred financing costs and original issue discount associated with the DD TL are presented as other current assets on the unaudited condensed consolidated balance sheet as of December 31, 2020. There were no such amounts outstanding as of June 30, 2021. In addition, the DD TL was subject to an additional commitment fee of 1% per annum of the amount undrawn, which is recognized as interest expense. The DD TL was not drawn upon as of June 30, 2021. The balances of the Term Loan as of June 30, 2021 and December 31, 2020 were as follows (amounts in thousands): June 30, 2021 December 31, 2020 Outstanding principal $ 50,000 $ 50,000 Deferred financing costs (1,816) (1,996) Original issue discount (279) (307) Long term debt $ 47,905 $ 47,697 Interest expense related to the Term Loan, included in interest expense, net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands): Three months ended Six months ended June 30, 2021 June 30, 2021 Stated interest $ 1,031 $ 2,062 Amortization of deferred financing costs 92 181 Accretion of original issue discount 14 27 Interest expense $ 1,137 $ 2,270 Interest expense related to the DD TL, included in interest expense, net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands): Three months ended Six months ended June 30, 2021 June 30, 2021 Commitment fee $ 63 $ 126 Amortization of deferred financing costs 271 542 Accretion of original issue discount 42 83 Interest expense $ 376 $ 751 Principal payments on the Term Loan as of June 30, 2021 are as follows (amounts in thousands): Year ending December 31, Principal 2021 (excluding the six months ended June 30, 2021) $ — 2022 — 2023 — 2024 — 2025 50,000 Thereafter — Total long term debt $ 50,000 As of June 30, 2021, the fair value of the Term Loan was $52.0 million. This valuation was calculated based on a series of Level 2 and Level 3 inputs, including a discount rate based on the credit risk spread of debt instruments of similar risk character in reference to U.S. Treasury instruments with similar maturities, with an incremental risk premium for risk factors specific to the Company. To derive the fair value of the Term Loan, the remaining cash flows associated with the Term Loan were discounted to June 30, 2021 using this discount rate. BT Term Loan On June 10, 2019, the Company entered into a loan agreement (the “ BT Term Loan Agreement ”) with the subsidiaries of the Company as guarantors and party thereto from time to time, the lenders party thereto from time to time and Blue Torch Finance LLC (“ Blue Torch ”), as administrative agent and collateral agent, pursuant to which the full amount of $75 million was borrowed and funded (the “ BT Term Loan ”). The proceeds from the BT Term Loan were used (i) for working capital and general corporate purposes and (ii) to pay transaction fees, costs and expenses incurred in connection with the BT Term Loan and the related transactions. The BT Term Loan would have matured on June 20, 2022 and was repayable in quarterly installments of $0.9 million; the balance was due on June 20, 2022. Blue Torch maintained a first-priority security interest in substantially all the Company’s assets. The BT Term Loan was issued net of the original issue discount of $2.3 million. The Company also incurred $6.7 million of deferred financing costs. On April 22, 2020, the Company amended its BT Loan Agreement with Blue Torch. The amendment provided for an increase in the maximum Total Leverage Ratio, which was a quarterly test, for the remainder of 2020, and also provided for a reduction in the minimum Liquidity requirement from April 2020 through and including November 2020. In connection with the amendment, the Company agreed to pay a one-time fee of $0.7 million, added to the principal balance, and a 1 percentage point increase in the interest rate to LIBOR plus 9%. On July 2, 2020, a portion of the proceeds from each of the sales of the Company’s Series B Convertible Preferred Stock and the borrowings from the Hayfin Loan Transaction were used to repay the outstanding balance of principal, accrued but unpaid interest, and prepayment premium under the BT Loan Agreement. In connection with the repayment of the BT Term Loan, the Company terminated the BT Loan Agreement. The Company has no continuing obligations related to the BT Term Loan. Interest expense related to the BT Term Loan, included in interest expense, net in the unaudited condensed consolidated statements of operations was as follows (amounts in thousands): Three months ended Six months ended June 30, 2020 June 30, 2020 Interest on principal balance $ 1,891 $ 3,731 Accretion of original issue discount 183 350 Accretion of amendment fee 51 51 Amortization of deferred financing costs 542 1,040 Total BT Term Loan interest expense $ 2,667 $ 5,172 Paycheck Protection Program Loan The Company applied for and on April 24, 2020 received proceeds of $10 million in the form of a loan under the Paycheck Protection Program (the “ PPP Loan ”). On May 11, 2020, the Company repaid the PPP Loan in full. There are no continuing obligations under the PPP Loan as of June 30, 2021. |
Net Loss Per Common Share
Net Loss Per Common Share | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Net Loss Per Common Share | Net Loss Per Common Share Net loss per common share is calculated using two methods: basic and diluted. Basic Net Loss Per Common Share Basic net loss per common share is calculated as net loss available to common stockholders divided by weighted average common shares outstanding. Net loss available to common stockholders is calculated as net loss less (i) dividends accumulated on the Company’s Series B Convertible Preferred Stock during the period, and (ii) periodic accretion of the increasing-rate dividend feature. The following table provides a reconciliation of net loss to net loss available to common stockholders and calculation of basic net loss per common share for each of the three and six months ended June 30, 2021 and 2020 (amounts in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ (1,779) $ (8,466) $ (10,161) $ (13,287) Adjustments to reconcile to net (loss) income available to common stockholders Accumulated dividend on Series B Convertible Preferred Stock 1,033 — 2,039 — Accretion of increasing-rate dividend feature 464 — 926 — Total adjustments 1,497 — 2,965 — Net loss available to common stockholders $ (3,276) $ (8,466) $ (13,126) $ (13,287) Weighted average common shares outstanding 110,276,636 108,119,461 109,841,428 108,081,625 Basic net loss per common share $ (0.03) $ (0.08) $ (0.12) $ (0.12) Diluted Net Loss Per Common Share Diluted net loss per common share is calculated as net loss available to common stockholders, adjusted for dividends on convertible preferred stock (to the extent such conversions would be dilutive), divided by weighted average common shares outstanding plus potential common shares. The calculation of potential common shares considers incremental shares resulting from certain transactions, including the exercise of stock options and the issuance of restricted stock using the treasury stock method, as well as the hypothetical conversion of the Company’s Series B Convertible Preferred Stock using the if-converted method. The treasury stock method assumes that proceeds from the transaction are used to purchase common stock at the average market price throughout the period. The if-converted method adds back dividends accrued or deemed on the Company’s Series B Convertible Preferred Stock and assumes conversion as of the later of the beginning of the period or the original transaction date. Each individual transaction is assessed for its dilutive effect on net loss per common share. To the extent that the transaction is antidilutive, or does not reduce net loss per common share, the effect is excluded from the calculation. The following table sets forth the computation of diluted net loss per common share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss available to common stockholders $ (3,276) $ (8,466) $ (13,126) $ (13,287) Dividends on Series B Convertible Preferred Stock 1,497 — 2,965 — Numerator $ (3,276) $ (8,466) $ (13,126) $ (13,287) Weighted average shares outstanding 110,276,636 108,119,461 109,841,428 108,081,625 Potential common shares (a) 30,373,856 1,635,618 30,232,150 2,117,833 Weighted average shares outstanding adjusted for potential common shares 110,276,636 108,119,461 109,841,428 108,081,625 Diluted net loss per common share $ (0.03) $ (0.08) $ (0.12) $ (0.12) (a) Potential common shares reflects hypothetical transactions involving convertible securities and share-based payment awards using the if-converted and treasury stock methods, respectively. The effect of each of these adjustments on the calculation is presented in the table below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Series B Convertible Preferred Stock 26,758,916 — 26,497,570 — Restricted stock awards 1,271,626 1,044,479 1,450,671 1,386,674 Restricted stock unit awards 1,471,412 — 1,345,953 — Outstanding stock options 838,644 562,513 906,811 714,600 Performance stock unit awards 33,258 28,626 31,145 16,559 Potential common shares 30,373,856 1,635,618 30,232,150 2,117,833 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Equity | Equity Series B Convertible Preferred Stock On July 2, 2020, the Company issued $100 million of the Company’s Series B Convertible Preferred Stock, par value $0.001 per share (the “ Series B Preferred Stock ”), to an affiliate of EW Healthcare Partners and to certain funds managed by Hayfin Capital Management LLP (individually, the “ Holder ,” collectively the “ Holders ”) pursuant to a Securities Purchase Agreement with Falcon Fund 2 Holding Company, L.P., an affiliate of EW Healthcare Partners, and certain funds managed by Hayfin, dated as of June 30, 2020 (the “ Securities Purchase Agreement ”), for an aggregate purchase price of $100 million (the “ Preferred Stock Transaction ”). The Series B Preferred Stock paid a 4.0% cumulative dividend per annum prior to the quarterly dividend payment ending on June 30, 2021, and pays a 6.0% cumulative dividend per annum thereafter. Dividends are declared at the sole discretion of the Company’s board of directors. Dividends are paid at the end of each quarter based for dividend amounts that accumulate beginning on the last payment date through the day prior to the end of each quarter. In lieu of paying a dividend, the Company may elect to accrue the dividend owed to shareholders. Accrued dividend balances accumulate dividends at the prevailing dividend rate for each dividend period for which they are outstanding. Each share of Series B Preferred Stock, including any accumulated and unpaid dividends, is convertible into Company’s common stock at any time at the option of the Holder at a conversion price of $3.85 per common share, or 259.74 common shares for each share of Series B Preferred Stock prior to any accumulated and unpaid dividends. The Series B Preferred Stock, including any accumulated and unpaid dividends, automatically converts into common stock at any time after the third anniversary of the issuance date, provided that the common stock has traded at 200% or more of the conversion price for 20 out of 30 consecutive trading days and on such date of conversion the common stock has traded at 200% or more of the conversion price. Holders of the Series B Preferred Stock, voting as a class, generally are entitled to elect two members to the board of directors. Holders of the Series B Preferred Stock are entitled to vote on all matters to be voted on by the Company’s shareholders on an as-converted basis as a single class with the common stock not to exceed 19.9% of the total voting stock of the Company. Holders of the Series B Preferred Stock are also entitled to a liquidation preference in an amount equal to the original issue price plus all accumulated and unpaid dividends in the event of a liquidation, dissolution, or winding-up of the Company. The Series B Preferred Stock instrument contains an increasing-rate cumulative dividend feature. The Company determined the present value of the difference between the (1) dividends that will be payable, in the period preceding commencement of the perpetual dividend; and (2) the perpetual dividend amount for a corresponding number of periods to ascribe a fair value to this feature. The present value is calculated using a market rate for dividend yield. The Company calculated the amount of the increasing-rate dividend feature as $1.8 million. This amount is amortized as a deemed dividend to preferred shareholders using the effective interest method through the commencement date of the Perpetual Dividend Rate. During the three and six months ended June 30, 2021, the Company recognized $0.5 million and $0.9 million of deemed dividends related to the amortization of the increasing rate dividend feature. If the Company undergoes a change of control, the Company will have the option to repurchase some or all of the then-outstanding shares of Series B Preferred Stock for cash in an amount equal to the liquidation preference, subject to the rights of the holders of the Series B Preferred Stock in connection with such change in control. If the Company does not exercise such repurchase right, holders of the Series B Preferred Stock will have the option to (1) require the Company to repurchase any or all of their then-outstanding shares of Series B Preferred Stock for cash in an amount equal to the liquidation preference or (2) convert the Series B Preferred Stock, including accumulated and unpaid dividends into common stock and receive their pro rata consideration thereunder. Because the contingent redemption of the Series B Preferred Stock by the holders in the event of change in control is outside the Company’s control, the Series B Preferred Stock is classified as temporary equity. The below table illustrates changes in the Company’s balance of Series B Preferred Stock for the three months ended June 30, 2021 (in thousands, except share amounts): Series B Preferred Stock Shares Amount Balance at March 31, 2021 100,000 $ 92,030 Deemed dividends — 464 Balance at June 30, 2021 100,000 $ 92,494 The below table illustrates changes in the Company’s balance of Series B Preferred Stock for the six months ended June 30, 2021 (in thousands, except share amounts): Series B Preferred Stock Shares Amount Balance at December 31, 2020 100,000 $ 91,568 Deemed dividends — 926 Balance at June 30, 2021 100,000 $ 92,494 The Company has not declared or paid any dividends on the Series B Convertible Preferred Stock since issuance. Dividends in accumulated but not paid as of June 30, 2021 was $4.1 million. As this amount has not been declared, the Company has not recorded this amount on its unaudited condensed consolidated balance sheet as of June 30, 2021. Based on accumulated dividends as of June 30, 2021, the Series B Convertible Preferred Stock was convertible into an aggregate of 27,027,252 shares of the Company’s common stock. Restricted Stock Awards The Company has issued several classes of restricted stock awards to employees: restricted stock (“ RSAs ”), restricted stock unit awards (“ RSUs ”), and performance stock unit awards (“ PSUs ”). The following is summary information for restricted stock awards for the six months ended June 30, 2021. As of June 30, 2021, there was $33.0 million of unrecognized share-based compensation expense related to restricted stock awards. That expense is expected to be recognized over a weighted-average period of 2.41 years, which approximates the remaining vesting period of these grants. The below table summarizes activity of unvested restricted stock awards by award type from January 1, 2021 through June 30, 2021. Unvested RSA awards noted below are included in issued and outstanding common stock as of June 30, 2021, while unvested RSUs and PSUs are not included in issued or outstanding common stock as of June 30, 2021. RSA RSU PSU Number of Weighted-Average Grant Date Number of Weighted-Average Grant Date Number of Weighted-Average Grant Date Unvested at January 1, 2021 2,175,859 $ 4.78 2,325,273 $ 5.90 35,212 $ 7.10 Granted — — 2,957,900 10.08 — — Vested (862,790) 4.84 (761,775) 5.90 — — Forfeited (48,026) 3.60 (116,019) 8.00 — — Unvested at June 30, 2021 1,265,043 $ 4.79 4,405,379 $ 8.65 35,212 $ 7.10 Stock Options A summary of stock option activity for the three months ended June 30, 2021 is presented below: Number of Weighted- Weighted- Aggregate Outstanding at January 1, 2021 2,025,683 $ 4.62 Granted — — Exercised (494,139) 3.52 Unvested options forfeited (50,000) 1.23 Vested options expired — — Outstanding at June 30, 2021 1,481,544 5.10 2.00 10,974,672 Exercisable at June 30, 2021 1,481,544 $ 5.10 2.00 $ 10,974,672 |
Income taxes
Income taxes | 6 Months Ended |
Jun. 30, 2021 | |
Income Tax Disclosure [Abstract] | |
Income taxes | Income Taxes The effective tax rates for the Company were 0.3% and (0.3)% for the three months ended June 30, 2021 and June 30, 2020, respectively. The effective tax rates for the Company were (0.5)% and 45.9%, for the six months ended June 30, 2021 and June 30, 2020, respectively. These effective tax rates include the impact of discrete items of $0 and $11.4 million for the three months ended June 30, 2021 and June 30, 2020, respectively. The discrete items recorded for the six months ended June 30, 2020 were primarily related to modifications to the tax rules for carryback of net operating losses as a result of the CARES Act which resulted in a federal tax refund of $11.3 million and an income tax benefit of the same amount. Of this amount, the Company has collected $1.2 million as of June 30, 2021. No benefit had been recognized with respect to the net operating losses due to a previously-recorded valuation allowance. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities | 6 Months Ended |
Jun. 30, 2021 | |
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 non-cash activities are as follows (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for interest $ 2,207 $ 3,731 Income taxes paid 157 13 Non-cash activities: Lease right of use asset and liability 189 — Note receivable for sale of property and equipment 75 — Purchases of equipment in accounts payable 67 — Fair value of non-cash consideration received for option exercise 380 — Deemed dividends on Series B Convertible Preferred Stock 926 — Deferred financing costs — 1,715 Amendment fee on BT Term Loan — 722 |
Contractual Commitments and Con
Contractual Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
Contractual Commitments and Contingencies | Contractual Commitments and Contingencies Litigation and Regulatory Matters In the ordinary course of business, the Company and its subsidiaries are parties to numerous civil claims and lawsuits and subject to regulatory examinations, investigations, and requests for information. Some of these matters involve claims for substantial amounts. The Company’s experience has shown that the damages alleged by plaintiffs or claimants are often overstated, based on unsubstantiated legal theories, unsupported by facts, and/or bear no relation to the ultimate award that a court might grant. Additionally, the outcome of litigation and regulatory matters and the timing of ultimate resolution are inherently difficult to predict. These factors make it difficult for the Company to provide a meaningful estimate of the range of reasonably possible outcomes of claims in the aggregate or by individual claim. However, on a case-by-case basis, reserves are established for those legal claims in which it is probable that a loss will be incurred and the amount of such loss can be reasonably estimated. The Company's unaudited condensed consolidated financial statements as of June 30, 2021 reflect the Company's current best estimate of probable losses associated with these matters, including costs to comply with various settlement agreements, where applicable. The actual costs of resolving these claims, as well as the cost to resolve claims that are either not probable or not estimable at this time, may be substantially higher or lower than the amounts reserved. For more information regarding the Company’s legal proceedings, refer to Note 14, “ Commitments and Contingencies ” in the 2020 Form 10-K. As of June 30, 2021, the Company has accrued $4.5 million related to the legal proceedings. The Company is entitled to indemnification from insurance companies in connection with legal proceedings of $0.4 million. This indemnification receivable is recorded as part of other current assets in the unaudited condensed consolidated balance sheet as of June 30, 2021. The Company paid $6.5 million toward the resolution of legal matters involving the Company during the six months ended June 30, 2021. In addition, $0.7 million was paid on the Company’s behalf through insurance providers during the six months ended June 30, 2021. In addition, the Company received funds from certain director and officer insurance policies for previously-incurred legal expenses under the Company’s indemnification agreements. These funds were recognized as a reduction to investigation, restatement, and related expense during each of the three and six months ended June 30, 2021. The following is a description of certain litigation and regulatory matters: Securities Class Action On January 16, 2019, the United States District Court for the Northern District of Georgia entered an order consolidating two purported securities class actions ( MacPhee v. MiMedx Group, Inc., et al. filed February 23, 2018 and Kline v. MiMedx Group, Inc., et al. filed February 26, 2018). The order also appointed Carpenters Pension Fund of Illinois (“ CPFI ”) as lead plaintiff. On May 1, 2019, CPFI filed a consolidated amended complaint, naming as defendants the Company, Michael J. Senken, Parker H. “Pete” Petit, William C. Taylor, Christopher M. Cashman and Cherry Bekaert & Holland LLP. The amended complaint (the “Securities Class Action Complaint”) alleged violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. It asserted a class period of March 7, 2013 through June 29, 2018. Following the filing of motions to dismiss by the various defendants, CPFI was granted leave to file an amended complaint. CPFI filed its amended complaint against the Company, Michael J. Senken, Parker H. Petit, William C. Taylor, and Cherry Bekaert & Holland (Christopher Cashman was dropped as a defendant) on March 30, 2020; defendants filed motions to dismiss on May 29, 2020. On March 25, 2021, the Court granted defendants’ respective motions to dismiss, finding that CPFI lacked standing to bring the underlying claims and also could not establish loss causation because it sold all of its shares in MiMedx prior to any corrective disclosures, and dismissed the case. On April 22, 2021, CPFI filed a motion for reconsideration of the dismissal and for leave to amend to add a new plaintiff to attempt to cure the standing and loss causation issues. The Company has opposed CPFI’s motions and the hearing on the same scheduled for July 28, 2021 has been postponed; no new date has yet been set. Investigations Department of Veterans’ Affairs Office of Inspector General (“VA-OIG”) and Civil Division of the Department of Justice (“DOJ-Civil”) Subpoenas and/or Investigations VA-OIG has issued subpoenas to the Company seeking, among other things, information concerning the Company’s financial relationships with VA clinicians. DOJ-Civil has requested similar information. The Company has cooperated fully and produced responsive information to VA-OIG and DOJ-Civil. Periodically, VA-OIG has requested additional documents and information regarding payments to individual VA clinicians. Most recently, on June 3, 2020, the Company received a subpoena from the VA-OIG requesting information regarding the Company’s financial relationships and interactions with two healthcare providers at the VA Long Beach Healthcare System. The Company has continued to cooperate and respond to these requests. At this time the Company is unable to predict the outcome of the investigation, including whether the investigation will result in any action or proceeding against us. Department of Defense Office of Inspector General Investigation On February 8, 2021, the Company received a subpoena issued by the Department of Defense Office of Inspector General seeking records regarding the sales of the Company’s micronized and other products to federal medical facilities and federal contracting offices, including those operated by the Department of Veterans Affairs or the Department of Defense. The subpoena also seeks information regarding the Company’s communications with the FDA regarding its products. The Company understands that the Office of the United States Attorney for the Western District of Washington Civil Division is overseeing the investigation, which is being conducted principally by agents employed by the Department of the Army Criminal Investigation Command. The Company is cooperating with the government’s investigation and at this time the Company is unable to predict the outcome of the investigation, including whether the investigation will result in any action or proceeding against us. Former Employee Litigation and Related Matters On November 19, 2018, the Company’s former Chief Financial Officer filed a complaint in the Superior Court for Cobb County, Georgia ( Michael J. Senken v. MiMedx Group, Inc. ) in which he claims that the Company has breached its obligations under the Company’s charter and bylaws to advance to him, and indemnify him for, his legal fees and costs that he incurred in connection with certain Company internal investigations and litigation. The Company filed its answer denying the plaintiff’s claims on April 19, 2019. To date, no deadlines have been established by the court. On January 12, 2021, the Company filed suit in the Circuit Court of the Eleventh Judicial District in and for Miami-Dade County, Florida ( MiMedx Group, Inc. v. Petit, et. al. ) against its former CEO, Parker H. “Pete” Petit, and its former COO, William C. Taylor, seeking a determination of its rights and obligations under indemnification agreements with Petit and Taylor following a federal jury’s guilty verdict against Petit for securities fraud and Taylor for conspiracy to commit securities fraud. The Company is seeking a declaratory judgment that it is not obligated to indemnify or advance expenses to Petit and Taylor in connection with certain cases to which Petit and Taylor are parties and also seeking to recoup amounts previously paid on behalf of Petit and Taylor in connection with such cases. On April 22, 2021, Petit and Taylor filed an answer and asserted counterclaims against the Company alleging breach of their indemnification agreements, breach of the covenant of good faith and fair dealing with respect to their indemnification agreements, and seeking a declaration that the Company remains obligated to indemnify and advance fees in connection with certain cases. Petit and Taylor simultaneously also filed a motion seeking to compel the Company to advance and reinstate its payments of Petit and Taylor’s legal expenses. The Company opposed Petit and Taylor’s motion and a hearing was set for June 23, 2021. At the joint request of the parties, the hearing was cancelled to allow the parties to attend a mediation to attempt a resolution of this matter; such mediation is currently scheduled for August 11, 2021. On April 15, 2021, Quinn Emanuel Urquhart & Sullivan, LLP, Freshfields Bruckhaus Deringer US LLP, and Kobre Kim, LLP, law firms who have represented Mr. Petit and Mr. Taylor in various legal actions, including their criminal trial, filed suit in the Supreme Court of the State of New York County of New York against the Company ( Quinn Emanuel Urquhart & Sullivan, LLP, et al. v. MiMedx Group, Inc. ) for breach of contract, breach of implied-in-fact contract, quasi-contract/unjust enrichment, promissory estoppel, equitable estoppel, and account stated seeking to enforce the Company’s alleged obligation to pay the firms for the legal fees and expenses incurred during their representations of Mr. Petit and Mr. Taylor. The parties have settled this matter and the case has been dismissed. The settlement reduced the Company’s liability to the plaintiffs, with respect to their representations of Messrs. Petit and Taylor, by $2.4 million. This reduction was included in investigation, restatement, and related expense on the unaudited condensed consolidated statements of operations for each of the three and six months ended June 30, 2021. The Company has paid the settlement amount and has no continuing obligations to the plaintiffs. Defamation Claims On June 4, 2018, Sparrow Fund Management, LP (“Sparrow”) filed a complaint against the Company and Mr. Petit, including claims for defamation and civil conspiracy in the United States District Court for the Southern District of New York ( Sparrow Fund Management, L.P. v. MiMedx Group, Inc. et. al. ). The complaint seeks monetary damages and injunctive relief and alleges the defendants commenced a campaign to publicly discredit Sparrow by falsely claiming it was a short seller who engaged in illegal and criminal behavior by spreading false information in an attempt to manipulate the price of our common stock. On March 31, 2019, a judge granted defendants’ motions to dismiss in full, but allowed Sparrow the ability to file an amended complaint. The Magistrate has recommended Sparrow’s motion for leave to amend be granted in part and denied in part and the Judge adopted the Magistrate’s recommendation. Sparrow filed its amended complaint against MiMedx (Mr. Petit has been dropped from the lawsuit) on April 3, 2020 and the Company filed its answer. This case is in discovery. On June 17, 2019, the principals of Viceroy Research (“Viceroy”), filed suit in the Circuit Court for the Seventeenth Judicial Circuit in Broward County, Florida ( Fraser John Perring et. al. v. MiMedx Group, Inc. et. al. ) against the Company and Mr. Petit, alleging defamation and malicious prosecution based on the defendants’ alleged campaign to publicly discredit Viceroy and the lawsuit the Company previously filed against the plaintiffs, but which the Company subsequently dismissed without prejudice. On November 1, 2019, the Court granted Mr. Petit’s motion to dismiss on jurisdictional grounds, denied the Company’s motion to dismiss, and granted plaintiffs leave to file an amended complaint to address the deficiencies in its claims against Mr. Petit, which they did on November 21, 2019. The parties have settled this matter and the case has been dismissed. Other Matters Under the Florida Business Corporation Act and agreements with its current and former officers and directors, the Company is obligated to indemnify its current and former officers and directors who are made party to a proceeding, including a proceeding brought by or in the right of the corporation, with certain exceptions, and to advance expenses to defend such matters. The Company has already borne substantial costs to satisfy these indemnification and expense advance obligations and may continue to do so in the future. In addition to the matters described above, the Company is a party to a variety of other legal matters that arise in the ordinary course of the Company’s business, none of which is deemed to be individually material at this time. Due to the inherent uncertainty of litigation, there can be no assurance that the resolution of any particular claim or proceeding would not have a material adverse effect on the Company’s business, results of operations, financial position or liquidity. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Revenue | Revenue Disaggregation of Revenue by Product MiMedx has two primary classes of products: (1) Advanced Wound Care, or Section 361, products, consisting of its sheet allograft products, and (2) Section 351 products, consisting of the Company’s micronized and particulate products. Advanced Wound Care is further disaggregated between the Company’s Tissue/Other and Cord products. Below is a summary of net sales by each class of product (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Advanced Wound Care Tissue/Other $ 53,408 $ 42,528 $ 99,977 $ 87,134 Cord 5,886 3,263 10,846 7,160 Total Advanced Wound Care 59,294 45,791 110,823 94,294 Section 351 8,558 6,150 16,698 14,888 Other (1) 313 1,706 611 6,201 Total $ 68,165 $ 53,647 $ 128,132 $ 115,383 (1) “Other” represents cash collections on the Remaining Contracts. Remaining Contracts are those contracts for which performance obligations have been satisfied as of September 30, 2019, but for which the criteria required for revenue recognition had not been met and would not be met until the ultimate collection of cash. For all practicable purposes, the Company is not able to allocate these revenues to different product groups. Disaggregation of Revenue by Customer MiMedx has two primary distribution channels: (1) direct to customers (healthcare professionals and/or facilities) (“ Direct Customers ”), and (2) sales through distributors (“ Distributors ”). Below is a summary of net sales by each customer type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Direct Customers $ 66,061 $ 52,755 $ 123,619 $ 112,651 Distributors 2,104 892 4,513 2,732 Total $ 68,165 $ 53,647 $ 128,132 $ 115,383 The Company did not have significant foreign operations or a single external customer from which 10% or more of revenues were derived during the three or six months ended June 30, 2021 or 2020. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2021 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent EventsNone noted. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The 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. 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. The operating results for the three and six months ended June 30, 2021 and 2020 are not necessarily indicative of the results that may be expected for the fiscal year. The balance sheet as of December 31, 2020 was 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. These unaudited condensed consolidated financial statements should be read in conjunction with the historical consolidated financial statements of the Company included in the 2020 Form 10-K. |
Use of Estimates | Use of Estimates The unaudited condensed consolidated financial statements have been prepared in accordance with GAAP. 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 unaudited condensed consolidated financial statements and the reported unaudited condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment and intangible assets, estimates regarding asset retirement obligations, estimates for contingent liabilities, the measurement of right-of-use assets and lease liabilities, management’s assessment of the Company’s ability to continue as a going concern, estimates of fair value of share-based payments, and valuation of deferred tax assets. In addition to the above, the Company has considered the potential effects of the Covid-19 Pandemic and potential negative impacts resulting from the end of the FDA’s period of Enforcement Discretion with respect to its determinations surrounding impairments, increases in allowances for credit losses, increases in the Company’s returns reserve, other expenses, and changes in accounting judgments that have or are reasonably likely to have a material impact on the unaudited condensed consolidated financial statements. |
Principles of Consolidation | Principles of Consolidation The unaudited condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation. |
Accounts 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. Bad debt expense and the allowance for doubtful accounts are based on historical trends and current expectations for credit losses and reasonable and supportable forecasts. The Company’s policy to reserve for potential bad debts is based on the aging of the individual receivables as well as customer-specific qualitative factors, such as bankruptcy proceedings. The Company manages credit risk by routinely performing credit checks on customers prior to sales. The individual receivables are written-off after all reasonable efforts to collect the funds have been made. Actual write-offs may differ from the amounts reserved. |
Goodwill | Goodwill Goodwill represents the excess of purchase price over the fair value of net assets of acquired businesses. The Company assesses goodwill for impairment at least annually on October 1 and whenever events or substantive changes in circumstances indicate that the asset may be impaired. The Company may first choose to assess qualitative factors to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount. If the Company determines that it is more likely than not that the fair value of a reporting unit is less than its carrying amount, then the Company performs a quantitative analysis. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative analysis. As of June 30, 2021, the Company concluded it operates as one reporting unit. Under the quantitative analysis, if the carrying value of the reporting unit exceeds its fair value, goodwill impairment is recognized for the amount that the carrying value exceeds fair value, not to exceed the total amount of goodwill allocated to the reporting unit. The Company determines fair value using income and market approaches. Under the income approach, the fair value of the Company is the present value of its future economic benefits. These benefits can include revenue, cost savings, tax deductions, and proceeds from its disposition. Value indications are developed by discounting expected cash flows to their present value at a rate of return that incorporates the risk-free rate for the use of funds, industry trends, and entity-specific risks as of the goodwill impairment testing date. Under the market approach, the Company derives the fair value of the reporting unit using observed fair values of a set of companies with comparable business models to the reporting unit under evaluation. These amounts are reconciled to the Company’s market capitalization as of the test date for reasonableness. Change in Annual Goodwill Impairment Testing Date The Company elected to change its annual goodwill and indefinite-lived intangible asset impairment testing date from September 30 to October 1. The change in the annual impairment testing date provides the Company with more time in identifying and calculating any impairments and to maximize the use of the Company’s available resources. |
Revenue Recognition | Revenue Recognition The Company sells its products primarily to individual customers and independent distributors (collectively referred to as “ customers ”). Customers obtain and use products either through ship and bill arrangements or consignment arrangements. Under ship and bill arrangements, the customer submits an order. Upon approval of the sales order, the Company ships product to the customer and invoices them for the product sold. Under consignment arrangements, the customer takes possession of the product, but the Company retains title until the implantation, or application of the Company’s product to the patient. The Company recognizes revenue as performance obligations are fulfilled; which generally occurs upon the shipment of product to the customers for ship and bill orders or upon implantation for consignment sales. Revenue is recognized based on consideration the Company expects to be entitled to from the sale. This consists of the gross selling price of the product, less any discounts or rebates (collectively, “ deductions ” or “ sales deductions ”). Gross selling price is a standard set by the Company for all customers unless a contract governing the sale provides for a specified price. Sales deductions are specified in individual contracts with customers and are generally achieved based on total sales during a specified period. The Company estimates the total sales deductions that a specific customer will achieve over the relevant term and applies the reduction to sales as they are made throughout the period. Rebates owed to customers are accrued and recorded in accrued expenses on the unaudited condensed consolidated balance sheets. The Company acts as principal in all of its customer arrangements and records revenue on a gross basis. Shipping is considered immaterial in the context of the overall customer arrangement, and damages or loss of goods in transit are rare. Therefore, shipping is not deemed a separately-recognized performance obligation and the Company has elected to treat shipping costs as activities to fulfill the promise to transfer the product. The Company maintains a returns policy that allows its customers to return product that is consigned, damaged, or non-conforming, ordered in error, or due to a recall. The estimate of the provision for returns is based on historical experience with actual returns. The Company’s payment terms for customers are typically 30 to 60 days from receipt of title of the goods. In addition to the above revenue recognition policy, the Company recognizes revenue from customers with balances outstanding as of September 30, 2019 for which all of the criteria necessary for revenue recognition were not met at the time of shipment and that such criteria would not be met until collection of such sales (the “ Remaining Contracts ”). This was in accordance with the change in the Company’s revenue recognition pattern beginning September 30, 2019 (the “ Transition ”). The Company defers the recognition of cost of sales associated with the Remaining Contracts until revenue is recognized and cash is collected. Deferred cost of sales, included as part of other current assets on the unaudited condensed consolidated balance sheets, were $0.1 million and $0.2 million as of June 30, 2021 and December 31, 2020, respectively. A summary of the effects of cash collections on the Remaining Contracts on the unaudited condensed consolidated statements of operations for each of the three and six months ended June 30, 2021 and 2020 are as follows (amounts in thousands): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net sales $ 313 $ 1,706 $ 611 $ 6,201 Cost of sales 44 239 86 868 Gross profit $ 269 $ 1,467 $ 525 $ 5,333 |
Leases | Leases The Company determines if an arrangement is, or contains, a lease at inception. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the Company’s obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The lease term used in the calculation includes options to extend or terminate the lease when the exercise of such options are reasonably certain. The determination of whether the Company is reasonably certain to exercise a renewal or termination option is reassessed as new information arises and is accounted for prospectively as of the point in time the determination is made regarding the modification of the lease term. The Company uses its incremental borrowing rate in determining the present value of lease payments. Right-of-use assets resulting from operating leases are included in right of use asset on the unaudited condensed consolidated balance sheets as of June 30, 2021 and December 31, 2020. Right-of-use assets resulting from the Company’s finance leases are included in property and equipment, net on the unaudited condensed consolidated balance sheet as of June 30, 2021. Associated liabilities from both operating and finance leases are included on the unaudited condensed consolidated balance sheet as part of other current liabilities, to the extent that principal payments on such obligations will be paid in the next 12 months, and other liabilities, to the extent that principal payments on such obligations will be paid more than one year in the future. As of June 30, 2021, the Company has both finance and operating leases. Variable components of the lease payments such as fair market value adjustments, utilities, and maintenance costs are expensed as incurred and not included in determining the present value of lease liabilities. As an accounting policy election, the Company excludes short-term leases having initial terms of 12 months or fewer. For operating leases, lease expense is recognized on a straight-line basis over the lease term through selling, general and administrative expense on the unaudited condensed consolidated statements of operations. For finance leases, the right of use asset is amortized, straight-line, over the life of the lease as depreciation expense, which is included as a component of selling, general and administrative expense on the unaudited condensed consolidated statements of operations. The Company recognizes interest expense on finance lease liabilities based on the incremental borrowing rate at lease inception applied to the outstanding lease liability. The Company does not recognize interest expense on operating lease liabilities. Payments on operating leases are considered cash flows from operating activities. Payments on finance leases, to the extent that the payment relates to the reduction of the principal balance of the liability, are considered cash flows from financing activities. Payments toward the interest portion of finance lease liabilities are classified as cash flows from operating activities. Recently Adopted Accounting Standards In August 2020, the FASB issued ASU 2020-06, “ Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity ,” which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, ASU simplifies the accounting for such instruments by removing requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion |
Recently Issued and Adopted Accounting Standards | Recently Issued Accounting Standards Not Yet Adopted In March 2020, the FASB issued Accounting Standards Update (“ ASU ”) 2020-04, “ Reference Rate Reform (Topic 848) ”, which provides temporary, optional expedients and exceptions to accounting guidance for certain contract modifications and hedging arrangements to ease financial reporting burdens as a result of market transitions from the London Interbank Offered Rate (“ LIBOR ”) to alternative reference rates. The guidance is available for prospective application upon its issuance and can generally be applied to contract modifications and hedging relationships entered into beginning March 12, 2020 through December 31, 2022. As of June 30, 2021, the Company has long-term debt outstanding which carries an interest rate tied to LIBOR, the agreement for which contemplates an interest rate alternative in the event that LIBOR is unavailable. The Company is evaluating the possibility of adoption and the related impact on its financial statements. If adopted, the Company does not expect the provisions of this ASU to have a material impact on its consolidated financial statements. All other ASUs issued and not yet effective for the six months ended June 30, 2021, 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. |
Significant Accounting Polici_3
Significant Accounting Policies Significant Accounting Policies (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Accounting Policies [Abstract] | |
Assessment of Revenue under ASC 606 | A summary of the effects of cash collections on the Remaining Contracts on the unaudited condensed consolidated statements of operations for each of the three and six months ended June 30, 2021 and 2020 are as follows (amounts in thousands): Three months ended June 30, Six months ended June 30, 2021 2020 2021 2020 Net sales $ 313 $ 1,706 $ 611 $ 6,201 Cost of sales 44 239 86 868 Gross profit $ 269 $ 1,467 $ 525 $ 5,333 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory consisted of the following (in thousands): June 30, 2021 December 31, 2020 Raw materials $ 396 $ 314 Work in process 6,099 4,316 Finished goods 3,642 5,731 Inventory $ 10,137 $ 10,361 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Property, Plant and Equipment [Abstract] | |
Summary of Property and Equipment | Property and equipment consisted of the following (in thousands): June 30, 2021 December 31, 2020 Leasehold improvements $ 8,039 $ 6,010 Laboratory and clean room equipment 15,424 15,524 Furniture and equipment 15,062 15,295 Construction in progress 1,972 3,321 Asset retirement cost 860 785 Finance lease assets 189 — Property and equipment, gross 41,546 40,935 Less accumulated depreciation (31,273) (29,498) Property and equipment, net $ 10,273 $ 11,437 |
Schedule of Depreciation Expense | Depreciation expense for each of the three and six months ended June 30, 2021 and 2020 is summarized in the table below (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Depreciation expense $ 1,306 $ 1,422 $ 2,467 $ 2,928 |
Intangible Assets (Tables)
Intangible Assets (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets Activity Summary - Indefinite-lived | Intangible assets are summarized as follows (in thousands): June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets Patents and know how $ 9,546 $ (6,069) $ 3,477 $ 9,510 $ (5,730) $ 3,780 Licenses 1,414 (1,403) 11 1,414 (1,334) 80 Customer and supplier relationships 241 (181) 60 241 (172) 69 Non-compete agreements 120 (113) 7 120 (98) 22 Total amortized intangible assets $ 11,321 $ (7,766) $ 3,555 $ 11,285 $ (7,334) $ 3,951 Unamortized intangible assets Trade names and trademarks $ 1,008 $ 1,008 $ 1,008 $ 1,008 Patents in process 1,187 1,187 1,045 1,045 Total intangible assets $ 13,516 $ 5,750 $ 13,338 $ 6,004 |
Intangible Assets Activity Summary - Finite-lived | Intangible assets are summarized as follows (in thousands): June 30, 2021 December 31, 2020 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets Patents and know how $ 9,546 $ (6,069) $ 3,477 $ 9,510 $ (5,730) $ 3,780 Licenses 1,414 (1,403) 11 1,414 (1,334) 80 Customer and supplier relationships 241 (181) 60 241 (172) 69 Non-compete agreements 120 (113) 7 120 (98) 22 Total amortized intangible assets $ 11,321 $ (7,766) $ 3,555 $ 11,285 $ (7,334) $ 3,951 Unamortized intangible assets Trade names and trademarks $ 1,008 $ 1,008 $ 1,008 $ 1,008 Patents in process 1,187 1,187 1,045 1,045 Total intangible assets $ 13,516 $ 5,750 $ 13,338 $ 6,004 Amortization expense for the three and six months ended June 30, 2021 and 2020 is summarized in the table below (amounts in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Amortization expense $ 215 $ 271 $ 454 $ 542 |
Estimated Future Amortization Expense for Intangible Assets | Expected future amortization of intangible assets as of June 30, 2021, is as follows (in thousands): Year ending December 31, Estimated 2021 (excluding the six months ended June 30, 2021) $ 366 2022 694 2023 694 2024 694 2025 282 Thereafter 825 Total amortized intangible assets $ 3,555 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following (in thousands): June 30, 2021 December 31, 2020 Legal costs $ 7,161 $ 14,822 Settlement costs 4,495 9,975 Commissions to sales agents 1,823 2,141 Estimated returns 777 688 Accrued clinical trials 686 651 Accrued GPO fees 520 554 Accrued rebates 372 886 Other 1,239 743 Total $ 17,073 $ 30,460 |
Long Term Debt (Tables)
Long Term Debt (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Debt Disclosure [Abstract] | |
Schedule of Debt Issuance Costs | A summary of the allocation of the deferred financing costs and original issue discount between the Term Loan and the DD TL on July 2, 2020 was as follows (amounts in thousands): July 2, 2020 Term Loan DD TL Total Long term debt Other current assets Original issue discount $ 333 $ 167 $ 500 Deferred financing costs 2,169 1,084 3,253 |
Schedule of Debt | The balances of the Term Loan as of June 30, 2021 and December 31, 2020 were as follows (amounts in thousands): June 30, 2021 December 31, 2020 Outstanding principal $ 50,000 $ 50,000 Deferred financing costs (1,816) (1,996) Original issue discount (279) (307) Long term debt $ 47,905 $ 47,697 |
Schedule of Interest Expense | Interest expense related to the Term Loan, included in interest expense, net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands): Three months ended Six months ended June 30, 2021 June 30, 2021 Stated interest $ 1,031 $ 2,062 Amortization of deferred financing costs 92 181 Accretion of original issue discount 14 27 Interest expense $ 1,137 $ 2,270 Interest expense related to the DD TL, included in interest expense, net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands): Three months ended Six months ended June 30, 2021 June 30, 2021 Commitment fee $ 63 $ 126 Amortization of deferred financing costs 271 542 Accretion of original issue discount 42 83 Interest expense $ 376 $ 751 Interest expense related to the BT Term Loan, included in interest expense, net in the unaudited condensed consolidated statements of operations was as follows (amounts in thousands): Three months ended Six months ended June 30, 2020 June 30, 2020 Interest on principal balance $ 1,891 $ 3,731 Accretion of original issue discount 183 350 Accretion of amendment fee 51 51 Amortization of deferred financing costs 542 1,040 Total BT Term Loan interest expense $ 2,667 $ 5,172 |
Future Principal Payments for the Term Loan | Principal payments on the Term Loan as of June 30, 2021 are as follows (amounts in thousands): Year ending December 31, Principal 2021 (excluding the six months ended June 30, 2021) $ — 2022 — 2023 — 2024 — 2025 50,000 Thereafter — Total long term debt $ 50,000 |
Net Loss Per Common Share (Tabl
Net Loss Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic | The following table provides a reconciliation of net loss to net loss available to common stockholders and calculation of basic net loss per common share for each of the three and six months ended June 30, 2021 and 2020 (amounts in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss $ (1,779) $ (8,466) $ (10,161) $ (13,287) Adjustments to reconcile to net (loss) income available to common stockholders Accumulated dividend on Series B Convertible Preferred Stock 1,033 — 2,039 — Accretion of increasing-rate dividend feature 464 — 926 — Total adjustments 1,497 — 2,965 — Net loss available to common stockholders $ (3,276) $ (8,466) $ (13,126) $ (13,287) Weighted average common shares outstanding 110,276,636 108,119,461 109,841,428 108,081,625 Basic net loss per common share $ (0.03) $ (0.08) $ (0.12) $ (0.12) |
Schedule of Earnings Per Share, Diluted | The following table sets forth the computation of diluted net loss per common share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Net loss available to common stockholders $ (3,276) $ (8,466) $ (13,126) $ (13,287) Dividends on Series B Convertible Preferred Stock 1,497 — 2,965 — Numerator $ (3,276) $ (8,466) $ (13,126) $ (13,287) Weighted average shares outstanding 110,276,636 108,119,461 109,841,428 108,081,625 Potential common shares (a) 30,373,856 1,635,618 30,232,150 2,117,833 Weighted average shares outstanding adjusted for potential common shares 110,276,636 108,119,461 109,841,428 108,081,625 Diluted net loss per common share $ (0.03) $ (0.08) $ (0.12) $ (0.12) (a) Potential common shares reflects hypothetical transactions involving convertible securities and share-based payment awards using the if-converted and treasury stock methods, respectively. The effect of each of these adjustments on the calculation is presented in the table below: Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Series B Convertible Preferred Stock 26,758,916 — 26,497,570 — Restricted stock awards 1,271,626 1,044,479 1,450,671 1,386,674 Restricted stock unit awards 1,471,412 — 1,345,953 — Outstanding stock options 838,644 562,513 906,811 714,600 Performance stock unit awards 33,258 28,626 31,145 16,559 Potential common shares 30,373,856 1,635,618 30,232,150 2,117,833 |
Equity Equity (Tables)
Equity Equity (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Equity [Abstract] | |
Schedule of Series B Preferred Stock | The below table illustrates changes in the Company’s balance of Series B Preferred Stock for the three months ended June 30, 2021 (in thousands, except share amounts): Series B Preferred Stock Shares Amount Balance at March 31, 2021 100,000 $ 92,030 Deemed dividends — 464 Balance at June 30, 2021 100,000 $ 92,494 The below table illustrates changes in the Company’s balance of Series B Preferred Stock for the six months ended June 30, 2021 (in thousands, except share amounts): Series B Preferred Stock Shares Amount Balance at December 31, 2020 100,000 $ 91,568 Deemed dividends — 926 Balance at June 30, 2021 100,000 $ 92,494 |
Summary of Restricted Stock Awards by Award Type | The below table summarizes activity of unvested restricted stock awards by award type from January 1, 2021 through June 30, 2021. Unvested RSA awards noted below are included in issued and outstanding common stock as of June 30, 2021, while unvested RSUs and PSUs are not included in issued or outstanding common stock as of June 30, 2021. RSA RSU PSU Number of Weighted-Average Grant Date Number of Weighted-Average Grant Date Number of Weighted-Average Grant Date Unvested at January 1, 2021 2,175,859 $ 4.78 2,325,273 $ 5.90 35,212 $ 7.10 Granted — — 2,957,900 10.08 — — Vested (862,790) 4.84 (761,775) 5.90 — — Forfeited (48,026) 3.60 (116,019) 8.00 — — Unvested at June 30, 2021 1,265,043 $ 4.79 4,405,379 $ 8.65 35,212 $ 7.10 |
Summary of Stock Options Activity | A summary of stock option activity for the three months ended June 30, 2021 is presented below: Number of Weighted- Weighted- Aggregate Outstanding at January 1, 2021 2,025,683 $ 4.62 Granted — — Exercised (494,139) 3.52 Unvested options forfeited (50,000) 1.23 Vested options expired — — Outstanding at June 30, 2021 1,481,544 5.10 2.00 10,974,672 Exercisable at June 30, 2021 1,481,544 $ 5.10 2.00 $ 10,974,672 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Supplemental Cash Flow Elements [Abstract] | |
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities | Selected cash payments, receipts, and non-cash activities are as follows (in thousands): Six Months Ended June 30, 2021 2020 Cash paid for interest $ 2,207 $ 3,731 Income taxes paid 157 13 Non-cash activities: Lease right of use asset and liability 189 — Note receivable for sale of property and equipment 75 — Purchases of equipment in accounts payable 67 — Fair value of non-cash consideration received for option exercise 380 — Deemed dividends on Series B Convertible Preferred Stock 926 — Deferred financing costs — 1,715 Amendment fee on BT Term Loan — 722 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2021 | |
Segment Reporting [Abstract] | |
Summary of Net Sales by Products and Customer Type | Below is a summary of net sales by each class of product (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Advanced Wound Care Tissue/Other $ 53,408 $ 42,528 $ 99,977 $ 87,134 Cord 5,886 3,263 10,846 7,160 Total Advanced Wound Care 59,294 45,791 110,823 94,294 Section 351 8,558 6,150 16,698 14,888 Other (1) 313 1,706 611 6,201 Total $ 68,165 $ 53,647 $ 128,132 $ 115,383 (1) “Other” represents cash collections on the Remaining Contracts. Remaining Contracts are those contracts for which performance obligations have been satisfied as of September 30, 2019, but for which the criteria required for revenue recognition had not been met and would not be met until the ultimate collection of cash. For all practicable purposes, the Company is not able to allocate these revenues to different product groups. Below is a summary of net sales by each customer type (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2021 2020 2021 2020 Direct Customers $ 66,061 $ 52,755 $ 123,619 $ 112,651 Distributors 2,104 892 4,513 2,732 Total $ 68,165 $ 53,647 $ 128,132 $ 115,383 |
Nature of Business (Details)
Nature of Business (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | Dec. 31, 2020 | |
Unusual or Infrequent Item, or Both [Line Items] | |||||
Net sales | $ 68,165 | $ 53,647 | $ 128,132 | $ 115,383 | |
Inventory | 10,137 | 10,137 | $ 10,361 | ||
Shares repurchased for tax withholding | (1,347) | (879) | (4,563) | (2,330) | |
Restricted stock canceled/forfeited | 0 | 0 | 0 | 0 | |
Stock Award Misstatements | Revision of Prior Period, Adjustment | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Correction of error | 0 | 0 | |||
Additional Paid-in Capital | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Shares repurchased for tax withholding | 60 | 147 | |||
Restricted stock canceled/forfeited | 103 | 378 | 251 | 2,124 | |
Additional Paid-in Capital | Stock Award Misstatements | Revision of Prior Period, Adjustment | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Correction of error | (928) | (2,009) | |||
Treasury Stock | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Shares repurchased for tax withholding | (1,347) | (939) | (4,563) | (2,477) | |
Restricted stock canceled/forfeited | $ (103) | $ (378) | $ (251) | $ (2,124) | |
Restricted stock canceled/forfeited (in shares) | 12,437 | 42,613 | 48,026 | 285,611 | |
Treasury Stock | Stock Award Misstatements | Revision of Prior Period, Adjustment | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Correction of error | $ 928 | $ 2,009 | |||
Treasury stock adjustment (in shares) | (239,502) | (239,502) | |||
Common Stock Issued | Stock Award Misstatements | Revision of Prior Period, Adjustment | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Treasury stock adjustment (in shares) | 239,502 | ||||
Section 351 | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Net sales | $ 8,558 | $ 6,150 | $ 16,698 | $ 14,888 | |
Cord | |||||
Unusual or Infrequent Item, or Both [Line Items] | |||||
Net sales | 5,886 | $ 3,263 | 10,846 | $ 7,160 | |
Inventory | $ 800 | $ 800 |
Significant Accounting Polici_4
Significant Accounting Policies - Narrative (Details) | 6 Months Ended | 12 Months Ended | |
Jun. 30, 2021USD ($)reportingUnit | Dec. 31, 2020USD ($) | Jun. 30, 2020USD ($) | |
Finite-Lived Intangible Assets [Line Items] | |||
Allowance for doubtful accounts | $ 700,000 | $ 800,000 | |
Number of reporting units | reportingUnit | 1 | ||
Goodwill impairment | 0 | ||
Deferred cost of sales | $ 100,000 | $ 200,000 | |
Minimum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Customer payment terms | 30 days | ||
Maximum | |||
Finite-Lived Intangible Assets [Line Items] | |||
Customer payment terms | 60 days |
Significant Accounting Polici_5
Significant Accounting Policies - Assessment of Revenue under ASC 606 (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Net sales | $ 68,165 | $ 53,647 | $ 128,132 | $ 115,383 |
Cost of sales | 12,760 | 8,198 | 22,401 | 18,223 |
Gross Profit | 55,405 | 45,449 | 105,731 | 97,160 |
Accounting Standards Update 2014-09 | ||||
Revenue, Initial Application Period Cumulative Effect Transition [Line Items] | ||||
Net sales | 313 | 1,706 | 611 | 6,201 |
Cost of sales | 44 | 239 | 86 | 868 |
Gross Profit | $ 269 | $ 1,467 | $ 525 | $ 5,333 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2021 | Jun. 30, 2021 | Dec. 31, 2020 | |
Inventory Disclosure [Abstract] | |||
Raw materials | $ 396 | $ 396 | $ 314 |
Work in process | 6,099 | 6,099 | 4,316 |
Finished goods | 3,642 | 3,642 | 5,731 |
Inventory | 10,137 | 10,137 | $ 10,361 |
Section 351 | |||
Inventory [Line Items] | |||
Inventory write-down | $ 1,000 | $ 1,000 |
Property and Equipment - Summar
Property and Equipment - Summary of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 41,546 | $ 40,935 |
Less accumulated depreciation | (31,273) | (29,498) |
Property and equipment, net | 10,273 | 11,437 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,039 | 6,010 |
Laboratory and clean room equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,424 | 15,524 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,062 | 15,295 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,972 | 3,321 |
Asset retirement cost | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 860 | 785 |
Finance lease assets | ||
Property, Plant and Equipment [Line Items] | ||
Finance lease assets | $ 189 | $ 0 |
Property and Equipment - Deprec
Property and Equipment - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 1,306 | $ 1,422 | $ 2,467 | $ 2,928 |
Intangible Assets - Activity Su
Intangible Assets - Activity Summary (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 11,321 | $ 11,285 |
Accumulated Amortization | (7,766) | (7,334) |
Net Carrying Amount | 3,555 | 3,951 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 13,516 | 13,338 |
Intangible assets, net carrying amount | 5,750 | 6,004 |
Trade names and trademarks | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value, indefinite lived | 1,008 | 1,008 |
Patents in process | ||
Indefinite-lived Intangible Assets [Line Items] | ||
Gross carrying value, indefinite lived | 1,187 | 1,045 |
Patents and know how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,546 | 9,510 |
Accumulated Amortization | (6,069) | (5,730) |
Net Carrying Amount | 3,477 | 3,780 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,414 | 1,414 |
Accumulated Amortization | (1,403) | (1,334) |
Net Carrying Amount | 11 | 80 |
Customer and supplier relationships | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 241 | 241 |
Accumulated Amortization | (181) | (172) |
Net Carrying Amount | 60 | 69 |
Non-compete agreements | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 120 | 120 |
Accumulated Amortization | (113) | (98) |
Net Carrying Amount | $ 7 | $ 22 |
Intangible Assets - Amortizatio
Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Amortization expense | $ 215 | $ 271 | $ 454 | $ 542 |
Intangible Assets - Estimated F
Intangible Assets - Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Estimated future amortization expense [Abstract] | ||
2021 (excluding the six months ended June 30, 2021) | $ 366 | |
2022 | 694 | |
2023 | 694 | |
2024 | 694 | |
2025 | 282 | |
Thereafter | 825 | |
Net Carrying Amount | $ 3,555 | $ 3,951 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Payables and Accruals [Abstract] | ||
Legal costs | $ 7,161 | $ 14,822 |
Settlement costs | 4,495 | 9,975 |
Commissions to sales agents | 1,823 | 2,141 |
Estimated returns | 777 | 688 |
Accrued clinical trials | 686 | 651 |
Accrued GPO fees | 520 | 554 |
Accrued rebates | 372 | 886 |
Other | 1,239 | 743 |
Total | $ 17,073 | $ 30,460 |
Long Term Debt - Term Loan (Det
Long Term Debt - Term Loan (Details) - Term loan | Jul. 02, 2020USD ($) | Apr. 22, 2020USD ($) | Jun. 10, 2019USD ($) | Jun. 30, 2022 | Jun. 30, 2021USD ($) | Jul. 02, 2023 | Jul. 02, 2022 | Jul. 02, 2021 | Jul. 02, 2025 | Jul. 02, 2025 | Dec. 31, 2020USD ($) |
Hayfin Loan Agreement Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal issued | $ 50,000,000 | ||||||||||
Original issue discount | $ 279,000 | $ 307,000 | |||||||||
Hayfin Loan Agreement Term Loan | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, interest rate, floor (percent) | 1.50% | ||||||||||
Debt instrument, basis spread on variable rate | 6.75% | ||||||||||
Default interest rate (percent) | 3.00% | ||||||||||
Interest rate at issuance (percent) | 8.30% | ||||||||||
Financing Transactions | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal issued | $ 100,000,000 | ||||||||||
Credit Facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total net leverage ratio | 4.5 | ||||||||||
Debt covenant, minimum liquidity | 10,000,000 | ||||||||||
Original issue discount | 500,000 | ||||||||||
Deferred financing costs | $ 3,253,000 | ||||||||||
Hayfin Loan Agreement Delayed Draw Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Additional commitment fee (percent) | 1.00% | ||||||||||
BT Term Loan | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Principal issued | $ 75,000,000 | ||||||||||
Fair value of the Term Loan | $ 52,000,000 | ||||||||||
Quarterly installments | 900,000 | ||||||||||
Original issue discount | 2,300,000 | ||||||||||
Deferred financing costs | $ 6,700,000 | ||||||||||
Amended Term Loan Agreement | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Deferred financing costs | $ 700,000 | ||||||||||
Amended Term Loan Agreement | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 9.00% | ||||||||||
Increase in interest rate (percent) | 1.00% | ||||||||||
Forecast | Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 2.0x but Greater than or Equal to 1.0x | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 6.50% | ||||||||||
Forecast | Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 1.0x | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 6.00% | ||||||||||
Total net leverage ratio | 1 | ||||||||||
Forecast | Credit Facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total net leverage ratio | 4 | ||||||||||
Debt instrument, prepayment make-whole premium as percent of prepaid principal (percent) | 1.00% | 2.00% | 0.00% | ||||||||
Subsequent Event | Credit Facilities | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, prepayment make-whole premium as percent of prepaid principal (percent) | 5.00% | ||||||||||
Debt instrument, prepayment make-whole premium as percent of prepaid principal, plus accrued interest (percent) | 102.00% | ||||||||||
Minimum | Hayfin Loan Agreement Term Loan | Prime Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 0.50% | ||||||||||
Minimum | Forecast | Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 2.0x but Greater than or Equal to 1.0x | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total net leverage ratio | 1 | ||||||||||
Maximum | Hayfin Loan Agreement Term Loan | Fed Funds Effective Rate Overnight Index Swap Rate | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Debt instrument, basis spread on variable rate | 2.50% | ||||||||||
Maximum | Forecast | Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 2.0x but Greater than or Equal to 1.0x | London Interbank Offered Rate (LIBOR) | |||||||||||
Debt Instrument [Line Items] | |||||||||||
Total net leverage ratio | 2 |
Long Term Debt - Term Loan Debt
Long Term Debt - Term Loan Debt Issuance Costs (Details) - Term loan - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 | Jul. 02, 2020 |
Credit Facilities | |||
Debt Instrument [Line Items] | |||
Original issue discount | $ 500 | ||
Deferred financing costs | 3,253 | ||
Hayfin Loan Agreement Term Loan | |||
Debt Instrument [Line Items] | |||
Original issue discount | $ 279 | $ 307 | |
Long term debt | Hayfin Loan Agreement Term Loan | |||
Debt Instrument [Line Items] | |||
Original issue discount | 333 | ||
Deferred financing costs | 2,169 | ||
Other current assets | Hayfin Loan Agreement Delayed Draw Term Loan | |||
Debt Instrument [Line Items] | |||
Original issue discount | 167 | ||
Deferred financing costs | $ 1,084 |
Long Term Debt - Term Loan Bala
Long Term Debt - Term Loan Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2021 | Dec. 31, 2020 |
Debt Instrument [Line Items] | ||
Long term debt | $ 50,000 | |
Term loan | Hayfin Loan Agreement Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 50,000 | $ 50,000 |
Deferred financing costs | (1,816) | (1,996) |
Original issue discount | (279) | (307) |
Long term debt | $ 47,905 | $ 47,697 |
Long Term Debt - Term Loan Inte
Long Term Debt - Term Loan Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Debt Instrument [Line Items] | ||||
Accretion of amendment fee | $ 51 | $ 51 | ||
Term loan | Hayfin Loan Agreement Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest on principal balance | $ 1,031 | $ 2,062 | ||
Accretion of original issue discount | 14 | 27 | ||
Amortization of deferred financing costs | 92 | 181 | ||
Total BT Term Loan interest expense | 1,137 | 2,270 | ||
Term loan | Hayfin Loan Agreement Delayed Draw Term Loan | ||||
Debt Instrument [Line Items] | ||||
Commitment fee | 63 | 126 | ||
Accretion of original issue discount | 42 | 83 | ||
Amortization of deferred financing costs | 271 | 542 | ||
Total BT Term Loan interest expense | $ 376 | $ 751 | ||
Term loan | BT Term Loan | ||||
Debt Instrument [Line Items] | ||||
Interest on principal balance | 1,891 | 3,731 | ||
Accretion of original issue discount | 183 | 350 | ||
Amortization of deferred financing costs | 542 | 1,040 | ||
Total BT Term Loan interest expense | $ 2,667 | $ 5,172 |
Long Term Debt - Term Loan Matu
Long Term Debt - Term Loan Maturity (Details) $ in Thousands | Jun. 30, 2021USD ($) |
Debt Disclosure [Abstract] | |
2021 (excluding the six months ended June 30, 2021) | $ 0 |
2022 | 0 |
2023 | 0 |
2024 | 0 |
2025 | 50,000 |
Thereafter | 0 |
Long term debt | $ 50,000 |
Long Term Debt - Paycheck Prote
Long Term Debt - Paycheck Protection Program Loan (Details) | Apr. 24, 2020USD ($) |
Term loan | PPP Loan | |
Debt Instrument [Line Items] | |
Proceeds from BT Term Loan | $ 10,000,000 |
Net Loss Per Common Share - Bas
Net Loss Per Common Share - Basic Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Earnings Per Share [Abstract] | ||||
Net loss | $ (1,779) | $ (8,466) | $ (10,161) | $ (13,287) |
Adjustments to reconcile to net (loss) income available to common stockholders | ||||
Accumulated dividend on Series B Convertible Preferred Stock | 1,033 | 0 | 2,039 | 0 |
Accretion of increasing-rate dividend feature | 464 | 0 | 926 | 0 |
Total adjustments | 1,497 | 0 | 2,965 | 0 |
Net loss available to common stockholders | $ (3,276) | $ (8,466) | $ (13,126) | $ (13,287) |
Weighted average common shares outstanding - basic (in shares) | 110,276,636 | 108,119,461 | 109,841,428 | 108,081,625 |
Basic net loss per common share (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.12) | $ (0.12) |
Net Loss Per Common Share - Dil
Net Loss Per Common Share - Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Computation of basic and diluted net loss per share [Abstract] | ||||
Net loss available to common stockholders | $ (3,276) | $ (8,466) | $ (13,126) | $ (13,287) |
Dividends on Series B Convertible Preferred Stock | $ 1,497 | $ 0 | $ 2,965 | $ 0 |
Weighted average shares outstanding (in shares) | 110,276,636 | 108,119,461 | 109,841,428 | 108,081,625 |
Weighted average shares outstanding adjusted for potential common shares | 110,276,636 | 108,119,461 | 109,841,428 | 108,081,625 |
Diluted net (loss) income per common share (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.12) | $ (0.12) |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 30,373,856 | 1,635,618 | 30,232,150 | 2,117,833 |
Net loss available to common stockholders | $ (3,276) | $ (8,466) | $ (13,126) | $ (13,287) |
Dividends on Series B Convertible Preferred Stock | $ 1,497 | $ 0 | $ 2,965 | $ 0 |
Net loss per common share - diluted (in dollars per share) | $ (0.03) | $ (0.08) | $ (0.12) | $ (0.12) |
Weighted average common shares outstanding - basic (in shares) | 110,276,636 | 108,119,461 | 109,841,428 | 108,081,625 |
Weighted average common shares outstanding - diluted (in shares) | 110,276,636 | 108,119,461 | 109,841,428 | 108,081,625 |
Series B Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 26,758,916 | 0 | 26,497,570 | 0 |
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) | 1,271,626 | 1,044,479 | 1,450,671 | 1,386,674 |
Restricted stock unit awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 1,471,412 | 0 | 1,345,953 | 0 |
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) | 838,644 | 562,513 | 906,811 | 714,600 |
Performance stock unit awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Antidilutive securities excluded from computation of earnings per share (in shares) | 33,258 | 28,626 | 31,145 | 16,559 |
Equity - Narrative (Details)
Equity - Narrative (Details) | Jul. 02, 2020USD ($)daydirector$ / shares | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)$ / sharesshares | Jun. 30, 2020USD ($) | Dec. 31, 2020$ / shares |
Dividends Payable [Line Items] | ||||||
Series B convertible preferred stock par value (in dollars per share) | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||
Deemed dividends | $ (464,000) | $ (926,000) | ||||
Series B Preferred convertible Stock, dividends accrued but not recorded for the period | 1,033,000 | $ 0 | 2,039,000 | $ 0 | ||
Total unrecognized compensation expense | 33,000,000 | $ 33,000,000 | ||||
Outstanding Options, weighted average remaining contractual term (in years) | 2 years 4 months 28 days | |||||
Preferred Class B Convertible Stock | ||||||
Dividends Payable [Line Items] | ||||||
Issuance of Series B Preferred Stock | $ 100,000,000 | |||||
Series B convertible preferred stock par value (in dollars per share) | $ / shares | $ 0.001 | |||||
Proceeds from issuance of temporary equity | $ 100,000,000 | |||||
Series B preferred stock, conversion price (in dollars per share) | $ / shares | $ 3.85 | |||||
Conversion ratio of Series B preferred stock to common stock | 259.74 | |||||
Series B preferred stock, minimum percentage of conversion stock price to trigger conversion (percent) | 200.00% | |||||
Number of trading days within consecutive day trading period common stock must exceed trigger conversion price | day | 20 | |||||
Series B preferred stock, threshold number of consecutive trading days | day | 30 | |||||
Series B preferred stock, minimum percentage of conversion stock price on conversion date (percent) | 200.00% | |||||
Number of board seats elected by Series B preferred stockholders | director | 2 | |||||
Series B preferred stock, maximum voting stock percentage on an as-converted basis (percent) | 19.90% | |||||
Series B preferred stock, increasing-rate dividend feature | $ 1,800,000 | |||||
Preferred Class B Convertible Stock | Discounted Dividend Rate prior to Quarterly Dividend Payment ending on June 30,2021 | ||||||
Dividends Payable [Line Items] | ||||||
Series B convertible stock, cumulative dividend (percent) | 4.00% | |||||
Preferred Class B Convertible Stock | Perpetual Dividend Rate after Quarterly Dividend Payment ending on June 30, 2021 | ||||||
Dividends Payable [Line Items] | ||||||
Series B convertible stock, cumulative dividend (percent) | 6.00% | |||||
Series B Convertible Preferred Stock | ||||||
Dividends Payable [Line Items] | ||||||
Deemed dividends | $ (464,000) | $ (926,000) | ||||
Series B Preferred convertible Stock, dividends accrued but not recorded for the period | $ 4,100,000 | |||||
Series B Preferred convertible stock, shares issuable upon conversion (in shares) | shares | 27,027,252 | 27,027,252 |
Equity - Changes in Series B Pr
Equity - Changes in Series B Preferred Stock (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2021 | Jun. 30, 2021 | |
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Series B Preferred Stock, outstanding, beginning (in shares) | 100,000 | |
Series B Preferred Stock, outstanding, beginning | $ 91,568 | |
Deemed dividends | $ 464 | $ 926 |
Series B Preferred Stock, outstanding, ending (in shares) | 100,000 | 100,000 |
Series B Preferred Stock, outstanding, ending | $ 92,494 | $ 92,494 |
Series B Convertible Preferred Stock | ||
Increase (Decrease) in Temporary Equity [Roll Forward] | ||
Series B Preferred Stock, outstanding, beginning (in shares) | 100,000 | 100,000 |
Series B Preferred Stock, outstanding, beginning | $ 92,030 | $ 91,568 |
Deemed dividends | $ 464 | $ 926 |
Series B Preferred Stock, outstanding, ending (in shares) | 100,000 | 100,000 |
Series B Preferred Stock, outstanding, ending | $ 92,494 | $ 92,494 |
Equity - Restricted Stock Award
Equity - Restricted Stock Awards (Details) | 6 Months Ended |
Jun. 30, 2021$ / sharesshares | |
Restricted stock awards | |
Number of Shares | |
Unvested, Beginning Balance (in shares) | shares | 2,175,859 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | (862,790) |
Forfeited (in shares) | shares | (48,026) |
Unvested, Ending Balance (in shares) | shares | 1,265,043 |
Weighted-Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 4.78 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 4.84 |
Forfeited (in dollars per share) | $ / shares | 3.60 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 4.79 |
Restricted stock unit awards | |
Number of Shares | |
Unvested, Beginning Balance (in shares) | shares | 2,325,273 |
Granted (in shares) | shares | 2,957,900 |
Vested (in shares) | shares | (761,775) |
Forfeited (in shares) | shares | (116,019) |
Unvested, Ending Balance (in shares) | shares | 4,405,379 |
Weighted-Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 5.90 |
Granted (in dollars per share) | $ / shares | 10.08 |
Vested (in dollars per share) | $ / shares | 5.90 |
Forfeited (in dollars per share) | $ / shares | 8 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 8.65 |
Performance stock unit awards | |
Number of Shares | |
Unvested, Beginning Balance (in shares) | shares | 35,212 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | 0 |
Unvested, Ending Balance (in shares) | shares | 35,212 |
Weighted-Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 7.10 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 0 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 7.10 |
Equity - Stock Incentive Plans
Equity - Stock Incentive Plans (Details) - USD ($) | 6 Months Ended |
Jun. 30, 2021 | |
Number of Shares | |
Outstanding, beginning of period (in shares) | 2,025,683 |
Granted (in shares) | 0 |
Exercised (in shares) | (494,139) |
Unvested options forfeited (in shares) | (50,000) |
Vested options expired (in shares) | 0 |
Outstanding, end of period (in shares) | 1,481,544 |
Exercisable options, vested and expected to vest (in shares) | 1,481,544 |
Weighted- Average Exercise Price | |
Outstanding, beginning of period (in dollars per share) | $ 4.62 |
Granted (in dollars per share) | 0 |
Exercised (in dollars per share) | 3.52 |
Unvested options forfeited (in dollars per share) | 1.23 |
Vested options expired (in dollars per share) | 0 |
Outstanding, end of period (in dollars per share) | 5.10 |
Exercisable (in dollars per share) | $ 5.10 |
Weighted- Average Remaining Contractual Term (in years) | |
Outstanding (in years) | 2 years |
Exercisable (in years) | 2 years |
Aggregate Intrinsic Value | |
Outstanding | $ 10,974,672 |
Exercisable | $ 10,974,672 |
Income taxes (Details)
Income taxes (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 0.30% | (0.30%) | (0.50%) | 45.90% |
Effective income tax rate impact of discrete items | $ 0 | $ 11,400,000 | ||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Income tax provision benefit (expense) | 5,000 | $ (27,000) | $ (53,000) | $ 11,277,000 |
Tax benefit recognized with respect to net operating loss | 0 | |||
CARES Act | ||||
Unusual or Infrequent Item, or Both [Line Items] | ||||
Income tax provision benefit (expense) | $ 11,300,000 | |||
Federal tax refund | $ 1,200,000 |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021 | Jun. 30, 2020 | Jun. 30, 2021 | Jun. 30, 2020 | |
Supplemental Cash Flow Elements [Abstract] | ||||
Cash paid for interest | $ 2,207 | $ 3,731 | ||
Income taxes paid | 157 | 13 | ||
Non-cash activities: | ||||
Lease right of use asset and liability | 189 | 0 | ||
Note receivable for sale of property and equipment | 75 | 0 | ||
Purchases of equipment in accounts payable | 67 | 0 | ||
Fair value of non-cash consideration received for option exercise | 380 | 0 | ||
Deemed dividends on Series B Convertible Preferred Stock | $ 464 | $ 0 | 926 | 0 |
Deferred financing costs | 0 | 1,715 | ||
Amendment fee on BT Term Loan | $ 0 | $ 722 |
Contractual Commitments and C_2
Contractual Commitments and Contingencies - Narrative (Details) $ in Millions | Apr. 15, 2021USD ($) | Jun. 03, 2020healthcareProvider | Jan. 16, 2019securityClassAction | Jun. 30, 2021USD ($) |
Gain Contingencies [Line Items] | ||||
Loss contingency accrual | $ 4.5 | |||
Settlements indemnified by insurance | 0.4 | |||
Payments for legal settlements | 6.5 | |||
Number of securities class actions | securityClassAction | 2 | |||
Number of healthcare providers | healthcareProvider | 2 | |||
Decrease in litigation settlement | $ 2.4 | |||
Legal Proceedings | ||||
Gain Contingencies [Line Items] | ||||
Insurance recoveries | $ 0.7 |
Revenue - Summary of Revenue by
Revenue - Summary of Revenue by Product Type (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($)product | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)product | Jun. 30, 2020USD ($) | |
Segment Reporting [Abstract] | ||||
Number Of Products | product | 2 | 2 | ||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 68,165 | $ 53,647 | $ 128,132 | $ 115,383 |
Advanced Wound Care | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 59,294 | 45,791 | 110,823 | 94,294 |
Tissue/Other | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 53,408 | 42,528 | 99,977 | 87,134 |
Cord | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 5,886 | 3,263 | 10,846 | 7,160 |
Section 351 | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 8,558 | 6,150 | 16,698 | 14,888 |
Other | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 313 | $ 1,706 | $ 611 | $ 6,201 |
Revenue - Summary of Revenue _2
Revenue - Summary of Revenue by Customer Type (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2021USD ($)distributionChannel | Jun. 30, 2020USD ($) | Jun. 30, 2021USD ($)distributionChannel | Jun. 30, 2020USD ($) | |
Segment Reporting [Abstract] | ||||
Number of primary distribution channels | distributionChannel | 2 | 2 | ||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 68,165 | $ 53,647 | $ 128,132 | $ 115,383 |
Number of primary distribution channels | distributionChannel | 2 | 2 | ||
Direct Customers | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 66,061 | 52,755 | $ 123,619 | 112,651 |
Distributors | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 2,104 | $ 892 | $ 4,513 | $ 2,732 |