Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2023 | Jul. 27, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2023 | |
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 $0.001 per share | |
Trading Symbol | MDXG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 116,109,125 | |
Entity Central Index Key | 0001376339 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 68,652 | $ 65,950 |
Accounts receivable, net | 48,963 | 43,084 |
Inventory | 16,815 | 13,183 |
Prepaid expenses | 3,683 | 8,646 |
Other current assets | 3,110 | 3,335 |
Total current assets | 141,223 | 134,198 |
Property and equipment, net | 7,261 | 7,856 |
Right of use asset | 2,742 | 3,400 |
Goodwill | 19,441 | 19,976 |
Intangible assets, net | 5,565 | 5,852 |
Other assets | 146 | 148 |
Total assets | 176,378 | 171,430 |
Current liabilities: | ||
Accounts payable | 8,150 | 8,847 |
Accrued compensation | 21,602 | 21,852 |
Accrued expenses | 12,645 | 11,024 |
Other current liabilities | 2,063 | 1,834 |
Total current liabilities | 44,460 | 43,557 |
Long term debt, net | 48,838 | 48,594 |
Other liabilities | 3,252 | 4,773 |
Total liabilities | 96,550 | 96,924 |
Commitments and contingencies (Note 13) | ||
Convertible preferred stock Series B; $0.001 par value; 100,000 shares authorized, issued and outstanding at June 30, 2023 and December 31, 2022 | 92,494 | 92,494 |
Stockholders' deficit | ||
Preferred stock Series A; $0.001 par value; 5,000,000 shares authorized, 0 issued and outstanding at June 30, 2023 and December 31, 2022 | 0 | 0 |
Common stock; $0.001 par value; 250,000,000 shares authorized, 116,109,125 issued and outstanding at June 30, 2023 and 187,500,000 shares authorized, 113,705,447 issued and outstanding at December 31, 2022 | 116 | 114 |
Additional paid-in capital | 182,907 | 173,804 |
Accumulated deficit | (195,689) | (191,906) |
Total stockholders' deficit | (12,666) | (17,988) |
Total liabilities, convertible preferred stock, and stockholders’ deficit | $ 176,378 | $ 171,430 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2023 | Dec. 31, 2022 |
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 | 100,000 | 100,000 |
Series B convertible preferred stock, shares issued | 100,000 | 100,000 |
Series B convertible preferred stock, shares outstanding | 100,000 | 100,000 |
Stockholders' equity: | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 5,000,000 | 5,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 250,000,000 | 187,500,000 |
Common stock, shares issued | 116,109,125 | 113,705,447 |
Common stock, shares outstanding | 116,109,125 | 113,705,447 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 81,257 | $ 66,883 | $ 152,933 | $ 125,777 |
Cost of sales | 13,583 | 11,823 | 26,002 | 21,759 |
Gross profit | 67,674 | 55,060 | 126,931 | 104,018 |
Operating expenses: | ||||
Selling, general and administrative | 51,925 | 55,793 | 104,202 | 105,363 |
Research and development | 8,497 | 5,512 | 14,993 | 11,476 |
Restructuring (Note 16) | 3,256 | 0 | 3,256 | 0 |
Investigation, restatement and related | 1,017 | 3,218 | 4,690 | 5,770 |
Amortization of intangible assets | 191 | 173 | 380 | 345 |
Operating income (loss) | 2,788 | (9,636) | (590) | (18,936) |
Other expense, net | ||||
Interest expense, net | (1,630) | (1,170) | (3,184) | (2,295) |
Other expense, net | (32) | 0 | (32) | (1) |
Income (loss) before income tax provision | 1,126 | (10,806) | (3,806) | (21,232) |
Income tax provision benefit (expense) | 74 | (62) | 23 | (125) |
Net income (loss) | 1,200 | (10,868) | (3,783) | (21,357) |
Net loss available to common shareholders - basic | (528) | (12,496) | (7,194) | (24,571) |
Net loss available to common shareholders - diluted | $ (528) | $ (12,496) | $ (7,194) | $ (24,571) |
Net loss per common share - basic (in dollars per share) | $ 0 | $ (0.11) | $ (0.06) | $ (0.22) |
Net loss per common share - diluted (in dollars per share) | $ 0 | $ (0.11) | $ (0.06) | $ (0.22) |
Weighted average common shares outstanding - basic (in shares) | 115,866,371 | 112,867,912 | 115,136,646 | 112,245,334 |
Weighted average common shares outstanding - diluted (in shares) | 115,866,371 | 112,867,912 | 115,136,646 | 112,245,334 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' (DEFICIT) EQUITY - USD ($) $ in Thousands | Total | Common Stock Issued | Additional Paid-In Capital | Treasury Stock | Accumulated Deficit |
Balance beginning of period (in shares) at Dec. 31, 2021 | 112,703,926 | ||||
Balance, beginning of period at Dec. 31, 2021 | $ 82 | $ 113 | $ 165,695 | $ (4,017) | $ (161,709) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2021 | 778,710 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 8,426 | 8,426 | |||
Exercise of stock options (in shares) | 84,096 | 150,238 | |||
Exercise of stock options | 437 | (829) | $ 1,266 | ||
Employee stock purchase plan | 0 | ||||
Issuance of restricted stock (in shares) | 821,252 | 880,749 | |||
Issuance of restricted stock | 0 | $ 1 | (3,960) | $ 3,959 | |
Restricted stock shares canceled/forfeited (in shares) | 3,502 | ||||
Restricted stock shares canceled/forfeited | 0 | 20 | $ (20) | ||
Shares repurchased for tax withholding (in shares) | 249,778 | ||||
Shares repurchased for tax withholding | (1,191) | $ (1,191) | |||
Net income (loss) | (21,357) | (21,357) | |||
Balance end of period (in shares) at Jun. 30, 2022 | 113,609,274 | ||||
Balance, end of period at Jun. 30, 2022 | (13,603) | $ 114 | 169,352 | $ (3) | (183,066) |
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 1,003 | ||||
Balance beginning of period (in shares) at Mar. 31, 2022 | 113,525,178 | ||||
Balance, beginning of period at Mar. 31, 2022 | (7,434) | $ 114 | 165,490 | $ (840) | (172,198) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2022 | 172,768 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 4,428 | 4,428 | |||
Exercise of stock options (in shares) | 84,096 | 25,904 | |||
Exercise of stock options | 271 | 143 | $ 128 | ||
Issuance of restricted stock (in shares) | 148,696 | ||||
Issuance of restricted stock | 0 | (723) | $ 723 | ||
Restricted stock shares canceled/forfeited (in shares) | 2,835 | ||||
Restricted stock shares canceled/forfeited | 0 | 14 | $ (14) | ||
Net income (loss) | (10,868) | (10,868) | |||
Balance end of period (in shares) at Jun. 30, 2022 | 113,609,274 | ||||
Balance, end of period at Jun. 30, 2022 | $ (13,603) | $ 114 | 169,352 | $ (3) | (183,066) |
Treasury stock, ending balance (in shares) at Jun. 30, 2022 | 1,003 | ||||
Balance beginning of period (in shares) at Dec. 31, 2022 | 113,705,447 | 113,705,447 | |||
Balance, beginning of period at Dec. 31, 2022 | $ (17,988) | $ 114 | 173,804 | $ 0 | (191,906) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2022 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | $ 8,405 | 8,405 | |||
Exercise of stock options (in shares) | 4,334 | 4,334 | |||
Exercise of stock options | $ 20 | 20 | |||
Employee stock purchase plan (in shares) | 235,419 | ||||
Employee stock purchase plan | 680 | 680 | |||
Issuance of restricted stock (in shares) | 2,163,925 | 62,255 | |||
Issuance of restricted stock | 0 | $ 2 | (195) | $ 193 | |
Restricted stock shares canceled/forfeited (in shares) | 62,255 | ||||
Restricted stock shares canceled/forfeited | 0 | 193 | $ (193) | ||
Net income (loss) | $ (3,783) | (3,783) | |||
Balance end of period (in shares) at Jun. 30, 2023 | 116,109,125 | 116,109,125 | |||
Balance, end of period at Jun. 30, 2023 | $ (12,666) | $ 116 | 182,907 | $ 0 | (195,689) |
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 0 | ||||
Balance beginning of period (in shares) at Mar. 31, 2023 | 115,380,542 | ||||
Balance, beginning of period at Mar. 31, 2023 | (17,946) | $ 115 | 178,829 | $ (1) | (196,889) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2023 | 334 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 4,060 | 4,060 | |||
Exercise of stock options (in shares) | 4,334 | ||||
Exercise of stock options | 20 | 20 | |||
Issuance of restricted stock (in shares) | 724,249 | 4,485 | |||
Issuance of restricted stock | 0 | $ 1 | (16) | $ 15 | |
Restricted stock shares canceled/forfeited (in shares) | 4,151 | ||||
Restricted stock shares canceled/forfeited | 0 | 14 | $ (14) | ||
Net income (loss) | $ 1,200 | 1,200 | |||
Balance end of period (in shares) at Jun. 30, 2023 | 116,109,125 | 116,109,125 | |||
Balance, end of period at Jun. 30, 2023 | $ (12,666) | $ 116 | $ 182,907 | $ 0 | $ (195,689) |
Treasury stock, ending balance (in shares) at Jun. 30, 2023 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | |
Cash flows from operating activities: | |||
Net income (loss) | $ 1,200 | $ (3,783) | $ (21,357) |
Adjustments to reconcile net loss to net cash flows provided by (used in) operating activities: | |||
Share-based compensation | 4,060 | 8,405 | 8,426 |
Impairment of clinical trial assets | 2,130 | 0 | |
Depreciation | 687 | 1,401 | 1,718 |
Non-cash lease expenses | 658 | 610 | |
Impairment of goodwill | 535 | 535 | 0 |
Amortization of intangible assets | 191 | 380 | 345 |
Bad debt expense | 349 | 289 | 2,391 |
Amortization of deferred financing costs | 245 | 229 | |
Accretion of asset retirement obligation | 43 | 46 | |
Gain on fixed asset disposal | 0 | (15) | |
Increase (decrease) in cash resulting from changes in: | |||
Accounts receivable | (6,170) | 301 | |
Inventory | (3,633) | (1,993) | |
Prepaid expenses | 2,832 | 2,061 | |
Other assets | 226 | (353) | |
Accounts payable | (130) | 442 | |
Accrued compensation | (345) | (6,316) | |
Accrued expenses | 1,218 | 740 | |
Other liabilities | (574) | (503) | |
Net cash flows provided by (used in) operating activities | 3,727 | (13,228) | |
Cash flows from investing activities: | |||
Purchases of equipment | (932) | (498) | |
Patent application costs | (93) | (103) | |
Proceeds from sale of equipment | 0 | 24 | |
Net cash flows used in investing activities | (1,025) | (577) | |
Cash flows from financing activities: | |||
Proceeds from exercise of stock options | 20 | 437 | |
Principal payments on finance lease | (20) | (22) | |
Stock repurchased for tax withholdings on vesting of restricted stock | 0 | (1,191) | |
Net cash flows used in financing activities | 0 | (776) | |
Net change in cash | 2,702 | (14,581) | |
Cash and cash equivalents, beginning of period | 65,950 | 87,083 | |
Cash and cash equivalents, end of period | $ 68,652 | $ 68,652 | $ 72,502 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2023 | |
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 a pioneer and leader in placental biologics focused on addressing the needs of patients with acute and chronic non-healing wounds. All of the Company’s products sold in the United States are regulated by the United States Food & Drug Administration (“ FDA ”). The Company’s business is focused primarily on the United States of America but the Company is pursuing opportunities for international expansion, with specific focus on the sale of its placental tissue products in Japan. During the three and six months ended June 30, 2023, the Company operated as two defined, internal business units: Wound & Surgical and Regenerative Medicine. On June 20, 2023, the Company announced that it would disband its Regenerative Medicine business unit, the primary function of which was to obtain FDA approval to market the Company’s micronized dehydrated amnion chorion membrane (“ mDHACM ”) injectable product to reduce pain and restore function in patients suffering from Knee Osteoarthritis (“ KOA |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies | Significant Accounting Policies Please see Note 2, Significant Accounting Policies , to the Company’s Consolidated Financial Statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 (the “ 2022 Form 10-K ”), filed with the Securities and Exchange Commission (“ SEC ”) on February 28, 2023 for a description of all significant accounting policies. Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) for 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 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, 2023 and 2022 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2022 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 2022 Form 10-K. Reclassifications Decrease in cash resulting from changes in income taxes of $0.1 million for the six months ended June 30, 2022, which was separately presented in the unaudited condensed consolidated statement of cash flows in previously-issued financial statements, is included as part of increases and decreases in cash resulting from changes in other assets in the unaudited condensed consolidated statement of cash flows included as part of these financial statements. Principles of Consolidation The 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. Use of Estimates 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 consolidated financial statements and the reported 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, estimates of impairment for goodwill and intangible assets, estimates of loss for contingent liabilities, estimate of allowance for doubtful accounts, management’s assessment of the Company’s ability to continue as a going concern, estimate of fair value and the probable achievement of share-based payments, estimates of returns and allowances, and valuation of deferred tax assets. Share-Based Compensation The Company grants share-based awards to employees and members of the Company’s Board of Directors (the “ Board ”). Awards to employees and the Board are generally made annually. Grants are issued outside of the annual cadence for certain new hires, promotions, and other events. The amount of expense to be recognized is determined by the fair value of the award using inputs available as of the grant date. The fair value of non-option share awards that are not subject to a market condition is the value of the common stock on the grant date. For non-option share awards that are subject to a market condition, the fair value of the common stock on the grant date is adjusted to reflect the value of the market condition, generally using a path-dependent pricing model, such as a Monte Carlo simulation. The fair value of stock option grants is estimated using an option pricing model, as appropriate based on the terms of the grant. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, which generally follows the inputs to a Black-Scholes option pricing model. Absent the availability of an option market with similar terms to the awarded options, the Company infers an expectation for volatility using the historical volatility of daily price changes in its share price for a period equal to the contractual or expected term of the option, as applicable, subject to adjustment for price activity associated with certain events which are not expected to recur during the relevant term. The expected term is derived based on the Company’s expectations for option exercise by the recipients. The Company uses U.S. Treasury yields with a maturity similar to the expected or contractual term, as applicable, as the basis for its risk-free interest rate assumption. The Company has never declared a dividend on its common stock and, therefore, assumes a dividend yield of 0%. Expense is recognized over the requisite service period to achieve a vesting condition associated with an award, which can either be explicitly defined by the award, implied by its terms, or derived from potential market movements. In situations where multiple vesting conditions must be achieved, the longest service period is used as a basis for expense recognition. Derived service periods associated with market conditions are accelerated if such market conditions are met prior to the initially-assessed derived service period, but are not deferred if the market conditions are not met prior to the end of the initially-assessed derived service period. For awards with only service-based vesting conditions, the Company recognizes share-based compensation expense on a straight-line basis through the vesting date of the last tranche of the award. For awards which vest based on more than service conditions, the Company recognizes share-based compensation expense using a graded-vesting method, treating each tranche as if it were a separately-granted award and recognizing expense through the vesting date of each individual tranche. In each scenario, the Company recognizes share-based compensation expense to the extent that the associated service and performance conditions are considered probable to occur. Determinations of probability are made each reporting period and the Company uses available evidence considered relevant for evaluating the performance conditions. The Company recognizes the cumulative effect of changes in the probability of occurrence in the period of re-evaluation. The probability of occurrence and ultimate resolution of a market condition is not considered in expense recognition. Consequently, the Company could recognize expense for awards that do not ultimately vest. Basic and Diluted Net Income (Loss) Per Common Share Basic net income (loss) per common share is calculated as net income (loss) available to common stockholders divided by the weighted average common shares outstanding for the applicable period. Net income (loss) available to common stockholders is calculated by adjusting net income (loss) for periodic accumulated dividends on the Company’s Series B Convertible Preferred Stock (“ Series B Preferred Stock ”). This amount is divided by the weighted average common shares outstanding during the period. Weighted average common shares outstanding is calculated as shares of the Company outstanding adjusted for the portion of the period for which they are outstanding. Unvested non-option share awards are excluded from the calculation of weighted average common shares outstanding until they have vested. Unexercised stock options are excluded from the calculation of weighted average common shares outstanding until they are exercised. Shares issuable pursuant to the Company’s Employee Stock Purchase Plan (“ ESPP ”) are included for the minimum number of shares issuable beginning at the point in time that all contingencies for share issuance are resolved. Diluted net income (loss) per common share adjusts basic net income (loss) per common share for convertible securities, options, equity incentive awards, and other share-based payment awards which have yet to vest and vest only on the satisfaction of a service condition. Equity incentive awards and options that are subject to a performance or market condition are included only if the performance or market condition would be satisfied if the end of the applicable period were the end of the performance period. In any case, these adjustments are reflected in the calculation of diluted net income (loss) per common share to the extent that they reduce basic net income (loss) per common share. The Company uses the if-converted method to calculate the dilutive effect of the Series B Preferred Stock and other convertible securities to the extent they are outstanding. The if-converted method assumes that convertible securities are converted at the later of the issuance date and the beginning of the period. If the hypothetical conversion of convertible securities, and the consequential avoidance of any accumulated preferred dividends, would decrease basic net income (loss) per common share, these effects are incorporated in the calculation of diluted net income (loss) per common share, adjusted for the portion of the period the securities were outstanding. The Company uses the treasury stock method to calculate the dilutive effect of options, non-option share awards, and certain other share-based payments. The treasury stock method assumes that the proceeds from exercise are used to repurchase common shares at the weighted average market price during the period, increasing the denominator for the net effect of shares issued upon exercise less hypothetical shares repurchased. Shares issuable pursuant to the ESPP are included in the calculation of diluted net loss per common share to the extent that such shares would be issued based on the share price at the conclusion of the period, to the extent such shares are not already included in the calculation of weighted average common shares outstanding. Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU ”) 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ” ASU 2020-04 provides temporary expedients to accounting guidance for certain contract modifications and hedging arrangements to ease financial reporting burdens as a result of market transitions from certain reference rates, including the London Interbank Offered Rate (“ LIBOR ”). The updates are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2024. In June 2023, the Company entered into Amendment No. 2 (the “ Second Amendment ”) to the loan agreement, dated as of June 30, 2020, by and among the Company, Hayfin Services, LLP (“ Hayfin ”), an affiliate of Hayfin Capital Management LLP, and certain other parties, (as amended, the “ Hayfin Loan Agreement ”), pursuant to which the reference rate used to determine the interest rate was changed from LIBOR to the Secured Overnight Financing Rate (“ SOFR ”). Because the only terms of the Second Amendment that affected the Company’s contractual cash flows were related to the changes in the reference rate, the Company adopted the optional guidance prescribed by Topic 848 to this transaction. The adoption of ASU 2020-04 and its application to the Second Amendment did not materially impact the Company’s unaudited condensed consolidated financial statements as of or for the three or six months ended June 30, 2023. Recently Issued Accounting Pronouncements Not Yet Adopted All ASUs issued and not yet effective for the three and six months ended June 30, 2023, 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 and results of operations. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accounts receivable, gross $ 51,159 $ 46,867 Less: allowance for doubtful accounts (2,196) (3,783) Accounts receivable, net $ 48,963 $ 43,084 Activities related to the Company’s allowance for doubtful accounts for the three months ended June 30, 2023 and 2022 were as follows (in thousands): 2023 2022 Balance at April 1 $ 3,601 $ 1,386 Bad debt expense 349 2,168 Write-offs (1,754) (83) Balance at June 30 $ 2,196 $ 3,471 Activities related to the Company’s allowance for doubtful accounts for the six months ended June 30, 2023 and 2022 were as follows (in thousands): 2023 2022 Balance at January 1 $ 3,783 $ 1,187 Bad debt expense 289 2,391 Write-offs (1,876) (107) Balance at June 30 $ 2,196 $ 3,471 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 875 $ 810 Work in process 7,885 6,855 Finished goods 8,055 5,518 Inventory $ 16,815 $ 13,183 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment, Net | Property and Equipment, Net Property and equipment, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Laboratory and clean room equipment $ 17,211 $ 16,422 Furniture and equipment 15,223 15,016 Leasehold improvements 9,328 9,190 Construction in progress 1,649 1,983 Asset retirement cost 944 983 Finance lease right-of-use asset 189 189 Property and equipment, gross 44,544 43,783 Less: accumulated depreciation and amortization (37,283) (35,927) Property and equipment, net $ 7,261 $ 7,856 Depreciation expense for the three and six months ended June 30, 2023 and 2022 is summarized in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation expense $ 687 $ 858 $ 1,401 $ 1,718 Depreciation expense is allocated amongst cost of sales, research and development expense, and selling, general, and administrative expense on the unaudited condensed consolidated statements of operations. |
Goodwill and Intangible Assets,
Goodwill and Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets, Net | Goodwill and Intangible Assets, Net Goodwill The following table provides a summary of goodwill activity for the three months ended June 30, 2023 (amounts in thousands): Wound & Surgical Regenerative Medicine Goodwill Balance as of March 31, 2023 $ 19,441 $ 535 $ 19,976 Impairment of goodwill — (535) (535) Balance as of June 30, 2023 $ 19,441 $ — $ 19,441 The following table provides a summary of goodwill activity for the six months ended June 30, 2023: Wound & Surgical Regenerative Medicine Goodwill Balance as of December 31, 2022 $ 19,441 $ 535 $ 19,976 Impairment of goodwill — (535) (535) Balance as of June 30, 2023 $ 19,441 $ — $ 19,441 There was no goodwill activity during either the three or six months ended June 30, 2022. Impairment of Regenerative Medicine Business Unit On June 20, 2023, the Company announced the disbanding of its Regenerative Medicine business unit and the suspension of its Knee Osteoarthritis clinical trial program. As a result of this event, the Company evaluated goodwill associated with the Regenerative Medicine reporting unit for potential impairment. The Company estimated fair value for the reporting unit using the income approach; specifically, a discounted cash flow method. As a result of this assessment, management concluded that the carrying value of the reporting unit exceeded its carrying value by an amount that exceeded its goodwill balance. Accordingly, the Company recognized an impairment loss for the full amount of the goodwill ascribed to the Regenerative Medicine reporting unit. The impairment loss is included as a component of restructuring expense in the unaudited condensed statement of operations for the three and six months ended June 30, 2023. Intangible Assets, Net Intangible assets, net, are summarized as follows (in thousands): June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets Patents and know-how $ 9,968 $ (7,461) $ 2,507 $ 9,923 $ (7,106) $ 2,817 Licenses 1,000 (29) 971 1,000 (4) $ 996 Total amortized intangible assets $ 10,968 $ (7,490) $ 3,478 $ 10,923 $ (7,110) $ 3,813 Unamortized intangible assets: Tradenames and trademarks $ 1,008 $ 1,008 $ 1,008 $ 1,008 Patents in Process 1,079 1,079 1,031 1,031 Total intangible assets $ 13,055 $ 5,565 $ 12,962 $ 5,852 Expected future amortization of intangible assets as of June 30, 2023, is as follows (in thousands): Year ending December 31, Estimated 2023 (excluding the six months ended June 30, 2023) $ 379 2024 759 2025 364 2026 210 2027 209 Thereafter 1,557 Total amortized intangible assets $ 3,478 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2023 December 31, 2022 Legal and settlement costs $ 5,239 $ 4,447 Commissions to sales agents 2,958 2,941 Accrued group purchasing organization fees 716 638 Estimated sales returns 810 659 Accrued rebates 630 707 Accrued contract termination costs 567 — Accrued travel 414 566 Accrued clinical trials 90 90 Other 1,221 976 Accrued expenses $ 12,645 $ 11,024 |
Long Term Debt, Net
Long Term Debt, Net | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Long Term Debt, Net | Long Term Debt, Net Hayfin Loan Agreement On June 30, 2020, the Company entered into the Hayfin Loan Agreement, which Hayfin funded on July 2, 2020, providing the Company with a senior secured term loan in an aggregate amount of $50.0 million (the “ Term Loan ”). The Term Loan matures on June 30, 2025 (the “ Maturity Date ”). On June 15, 2023, the Company entered into the Second Amendment to the Hayfin Loan Agreement to change the LIBOR reference rate under the Hayfin Loan Agreement from LIBOR to SOFR. Prior to the Second Amendment, interest on any borrowings under the Hayfin Loan Agreement was based on LIBOR, subject to a floor of 1.5% (the “ Floor ”), plus a margin of 6.75% per annum (the “ Margin ”). Subsequent and pursuant to the Second Amendment, interest on any borrowings is based on SOFR, plus a fallback provision of 0.15%, subject to the Floor, plus the Margin. The Term Loan carried an interest rate of 12.1% as of June 30, 2023. As of June 30, 2023, the Company was in compliance with all applicable financial covenants under the Hayfin Loan Agreement. A breach of a financial covenant in the Hayfin Loan Agreement, if uncured or unable to be cured, would likely result in an event of default that could trigger the lender’s remedies, including acceleration of the entire principal balance of the loan as well as any applicable prepayment premiums. The balances of the Term Loan as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, 2023 December 31, 2022 Outstanding principal $ 50,000 $ 50,000 Deferred financing costs (1,007) (1,219) Original issue discount (155) (187) Long term debt, net $ 48,838 $ 48,594 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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stated interest $ 1,505 $ 1,043 $ 2,956 $ 2,074 Amortization of deferred financing costs 108 101 212 199 Accretion of original issue discount 17 16 33 30 Interest expense $ 1,630 $ 1,160 $ 3,201 $ 2,303 A summary of principal payments due on the Term Loan, by year, from June 30, 2023 through maturity are as follows (in thousands): Year ending December 31, Principal 2023 (excluding the six months ended June 30, 2023) $ — 2024 — 2025 50,000 2026 — 2027 — Thereafter — Outstanding principal $ 50,000 |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common ShareNet income (loss) per common share is calculated using two methods: basic and diluted. Basic Net Income (Loss) Per Common Share 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, 2023 and 2022 (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) $ 1,200 $ (10,868) $ (3,783) $ (21,357) Accumulated dividends on Series B Preferred Stock 1,728 1,628 3,411 3,214 Net loss available to common stockholders $ (528) $ (12,496) $ (7,194) $ (24,571) Weighted average common shares outstanding 115,866,371 112,867,912 115,136,646 112,245,334 Basic net loss per common share $ (0.00) $ (0.11) $ (0.06) $ (0.22) Diluted Net Income (Loss) Per Common Share 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, 2023 2022 2023 2022 Net loss available to common stockholders $ (528) $ (12,496) $ (7,194) $ (24,571) Adjustments: Accumulated dividends on Series B Convertible Preferred Stock 1,728 1,628 3,411 3,214 Less: antidilutive adjustments (1,728) (1,628) (3,411) (3,214) Total adjustments — — — — Numerator $ (528) $ (12,496) $ (7,194) $ (24,571) Weighted average shares outstanding 115,866,371 112,867,912 115,136,646 112,245,334 Adjustments Potential common shares 30,996,553 29,199,666 30,273,154 29,102,650 Less: antidilutive potential common shares (a) (30,996,553) (29,199,666) (30,273,154) (29,102,650) Total adjustments — — — — Weighted average shares outstanding adjusted for potential common shares 115,866,371 112,867,912 115,136,646 112,245,334 Diluted net loss per common share $ (0.00) $ (0.11) $ (0.06) $ (0.22) (a) Weighted average common shares outstanding for the calculation of diluted net loss per common share does not include the following adjustments for potential common shares below because their effects were determined to be antidilutive for the periods presented. Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series B Convertible Preferred Stock 29,997,271 28,262,957 29,559,946 27,850,916 Restricted stock unit awards 943,659 487,708 674,215 635,997 Restricted stock awards 34,244 295,107 24,572 444,511 Performance stock unit awards 16,189 61,488 11,486 30,914 Outstanding stock options 5,190 92,406 65 140,312 Employee stock purchase plan — — 2,870 — Potential common shares 30,996,553 29,199,666 30,273,154 29,102,650 |
Equity
Equity | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Equity | Equity Series B Convertible Preferred Stock The Company has not declared or paid any dividends on the Series B Preferred Stock since issuance. Dividends accumulated but not paid as of June 30, 2023 were $17.2 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, 2023. Based on accumulated dividends as of June 30, 2023, the Series B Preferred Stock was convertible into an aggregate of 30,445,997 shares of the Company’s common stock as of that date. Equity Incentive Awards The Company has issued restricted stock awards (“ RSAs ”), restricted stock unit awards (“ RSUs ”), and performance stock unit awards (“ PSUs ”, together with RSAs and RSUs, collectively, the “Equity Incentive Awards” ) to its employees. The following is summary information for Equity Incentive Awards for the six months ended June 30, 2023. As of June 30, 2023, there was $31.6 million of unrecognized share-based compensation expense related to the Equity Incentive Awards. This expense is expected to be recognized over a weighted-average period of 2.38 years, which approximates the remaining vesting period of these grants. The table below summarizes activity of unvested Equity Incentive Awards by award type from January 1, 2023 through June 30, 2023. 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, 2023 122,755 $ 6.13 4,774,971 $ 6.28 241,072 $ 4.62 Granted — — 3,156,544 4.59 3,689,427 3.72 Vested — — (2,226,180) 6.17 — — Forfeited (62,255) 5.73 (628,833) 6.03 (59,524) 4.62 Unvested at June 30, 2023 60,500 $ 6.56 5,076,502 $ 5.31 3,870,975 $ 3.76 Stock Options A summary of stock option activity for the six months ended June 30, 2023 is presented below: Number of Weighted- Weighted- Aggregate Outstanding at January 1, 2023 933,894 $ 6.46 Granted 3,600,000 3.70 Exercised (4,334) 5.84 Vested options expired (378,133) 5.73 Outstanding at June 30, 2023 4,151,427 4.13 6.40 9,257,661 Exercisable at June 30, 2023 551,427 $ 6.96 0.77 $ 75,977 As of June 30, 2023, there was $5.9 million of unrecognized share-based compensation expense related to Stock Options. This expense is expected to be recognized over a weighted-average period of 2.29 years. CEO Performance Grant On January 27, 2023, the Board of Directors appointed Joseph H. Capper to serve as Chief Executive Officer. The Company entered into a Letter Agreement with Mr. Capper that included, among other things, a grant of 3,300,000 PSUs (the “ CEO Performance PSUs ”) and a non-qualified stock option (the “ CEO Performance Option ”, collectively with the CEO Performance PSUs, the “ CEO Performance Grant ”) for 3,600,000 shares of the Company’s common stock. In addition to continued employment with the Company, the occurrence and extent of vesting of each component of the CEO Performance Grant is dependent upon the Company’s operating and share price performance: the CEO Performance PSUs vest on the basis of achieved revenue growth, while the CEO Performance Option vests on the basis of share price appreciation. CEO Performance PSUs The CEO Performance PSUs vest in a single tranche on the earlier of the filing date of the Company’s 2026 Annual Report on Form 10-K and March 15, 2027. The occurrence and extent of vesting depends on the Company’s compound annual growth rate (“ CAGR ”) achieved with respect to its revenue growth between the year ended December 31, 2022 and the year ending December 31, 2026. The PSUs may vest with respect to 50% to 200% of the granted number of PSUs, depending on the extent of CAGR achievement. Failure to achieve the CAGR associated with 50% of achievement would result in no vesting. Management determined the probable level of vesting using internally-developed forecasts for the relevant period representing the Company’s best estimate for revenue, with a factor applied to calculate the highest level of CAGR evaluated to be probable of occurring based on that estimate. The Company recognized $0.4 million and $0.7 million of expense related to the CEO Performance PSUs during the three and six months ended June 30, 2023, respectively. CEO Performance Option The CEO Performance Option grants Mr. Capper the right to purchase up to 3,600,000 shares of common stock for $3.70 per share. The CEO Performance Option vests based on the satisfaction of service and market conditions. Mr. Capper may vest in 25% of the CEO Performance Option on each of the first four anniversary dates of the date of grant provided that he remains employed by the Company and provided that specified share price goals are achieved at any point between the date of grant and January 31, 2027. There are three separate share price goals associated with the CEO Performance Option. If specified share price goals are met at one level, one-third of the option may vest, at a second level, a further one-third may vest, and at a third level, the full amount of the option may vest. Satisfaction of the share price goals is based on the average of the closing price of the Company’s common stock during any 20 consecutive trading days through January 31, 2027 exceeding the stipulated share price goal. The CEO Performance Option expires on February 1, 2030. The Company estimated the fair value of the awards using a Monte Carlo simulation using the following assumptions: Assumption Stock price on grant date $ 3.70 Exercise price $ 3.70 Risk-free interest rate 3.58 % Expected volatility (annualized) 75.00 % Dividend yield — % Weighted average grant date fair value $ 1.93 The risk-free interest rate was derived based on the U.S. Treasury Yield curve in effect at the date of grant for maturities of similar periods to the contractual term. The expected volatility was estimated principally based on the Company’s historical daily stock price movements for a term similar in length to the contractual term. The dividend yield was based on the Company’s history of dividends on its common stock. The fair value was determined using an expected term which reflects the anticipated holding and post-vesting behavior pattern, calculated for each individual simulation. |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes The effective tax rates for the Company were (6.6)% and (0.6)% for the three months ended June 30, 2023 and 2022, respectively. The effective tax rates for the Company were 0.6% and (0.6)% for the six months ended June 30, 2023 and 2022, respectively. There were no material discrete items affecting the effective tax rate in any period. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities | 6 Months Ended |
Jun. 30, 2023 | |
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, 2023 2022 Cash paid for interest $ 2,960 $ 2,080 Cash paid for income taxes 210 184 Non-cash activities: Issuance of shares pursuant to employee stock purchase plan 680 — Purchases of equipment in accounts payable 252 255 Right of use assets arising from operating lease liabilities — (37) |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies Nordic Agreement In June 2022, the Company entered into a collaboration agreement (the “ Nordic Agreement ”) with Nordic Bioscience Clinical Development A/S (“ NBCD ”) to provide full operational support for the Company’s KOA clinical trial program. Under the terms of the Nordic Agreement, the Company was obligated to pay $10.2 million upon the achievement of specified milestones over the course of the clinical trial. On June 23, 2023, the Company submitted notice to NBCD to immediately suspend all trial activities and terminate the Nordic Agreement. Pursuant to the Nordic Agreement, the Company is obligated to reimburse NBCD for services performed through the effective termination date and for noncancelable obligations reasonably incurred prior to that date. If the Company has prepaid NBCD for services performed, the Company is entitled to reimbursement to the extent that such funds have not been consumed. In addition, the Company and NBCD have certain regulatory obligations for all trial participants enrolled in the study prior to the suspension of clinical trial activities. Refer to Note 16, “ Restructuring, ” for additional discussion. Turn Agreement On December 7, 2022, the Company acquired certain intellectual property rights pursuant to a Platform Intellectual Property License Agreement (the “ Turn Agreement ”) with Global Health Solutions, Inc. (d.b.a. Turn Therapeutics; “ Turn ”). The Turn Agreement provided the Company with an exclusive, worldwide, sub-licensable license to use Turn’s proprietary antimicrobial technology platform (PermaFusion®) to develop antimicrobial product line extensions and new products. In addition, the Turn Agreement granted the Company the commercial rights to Turn’s placental collagen matrix product, FleX™ AM (“ Flex ”), contingent upon Turn’s receipt of FDA 510(k) clearance and other conditions. The Turn Agreement provided for a potential milestone payment by the Company of $9.6 million upon Turn’s receipt of 510(k) clearance for FleX. As of June 30, 2023, FleX has not received 510(k) clearance. Litigation and Regulatory Matters In the ordinary course of business, the Company and its subsidiaries may be a party to pending and threatened legal, regulatory, and governmental actions and proceedings (including those described below). In view of the inherent difficulty of predicting the outcome of such matters, particularly where the plaintiffs or claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual recovery, loss, fines or penalties related to each pending matter may be. The Company’s unaudited condensed consolidated balance sheet as of June 30, 2023 reflects the Company’s current best estimate of probable losses associated with these matters, including costs to comply with various settlement agreements, where applicable. For more information regarding the Company’s legal proceedings, refer to Note 16, “ Commitments and Contingencies ” in the 2022 Form 10-K. The Company has not accrued for any potential losses related to legal matters as of June 30, 2023. The Company paid $0.2 million toward the resolution of legal matters involving the Company during the six months ended June 30, 2023. The following is a description of certain litigation and regulatory matters to which the Company is a party: 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. The 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 the Company 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. On January 28, 2022, the Court denied CPFI’s motion to reconsider and motion to substitute class representative. On February 25, 2022, CPFI filed a Notice of Appeal in the 11th Circuit Court of Appeals. On July 10, 2023, the Court of Appeals affirmed the District Court’s dismissal of the case and the denial of the motion for leave to amend. On July 31, 2023, CPFI filed a petition for rehearing en banc , which remains pending. Welker v. MiMedx, et. al. On November 4, 2022, Troy Welker and Min Turner, former option holders of the Company, brought a lawsuit in Fulton County State Court against the Company, former directors Terry Dewberry and Charles Evans, and former officers Parker H. “Pete” Petit, William C. Taylor, and Michael Senken alleging violations of the Georgia Racketeer Influenced and Corrupt Organizations (“ RICO ”) Act against all defendants, and conspiracy to violate the Georgia RICO Act and breach of fiduciary duty against the individual defendants. The Company is defending against the allegations and removed the case to the United States District Court for the Northern District of Georgia. Plaintiffs filed a motion to remand back to state court, which was granted. The Company has filed its answer and a motion to dismiss, which is currently pending. Former Employee Litigation and Related Matters 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 was held on August 11, 2021. Following the mediation, the Company and Mr. Taylor reached an agreement to settle the matter between them. Negotiations with Mr. Petit are ongoing. 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. Costs incurred pursuant to these agreements are included in investigation, restatement and related expense in the unaudited condensed consolidated statements of operations. 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 are deemed to be individually material at this time. Due to the inherent |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Net Sales by Site of Service The Company has three sites of service for its products (1) Hospital settings and wound care clinics, which are stable reimbursement settings in which products are used for surgical applications, (2) Private offices, which generally represents doctors and practitioners with independent operations, and (3) Other, which includes federal facilities, international sales, and other sites of service. Below is a summary of net sales by site of service (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Hospital $ 46,588 $ 39,926 $ 88,758 $ 75,907 Private Office 23,750 19,039 45,237 35,196 Other 10,919 7,918 18,938 14,674 Total $ 81,257 $ 66,883 $ 152,933 $ 125,777 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, 2023 or 2022. Net Sales by Product The Company has two primary classes of products: (1) Advanced Wound Care, or Section 361, products, consisting of its tissue and cord sheet allograft products as well as certain particulate products regulated under Section 361, and (2) Section 351 products, consisting of the Company’s micronized and certain other 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 class of product (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Advanced Wound Care Tissue/Other $ 75,490 $ 60,274 $ 141,261 $ 113,126 Cord 5,748 5,889 11,187 11,486 Total Advanced Wound Care 81,238 66,163 152,448 124,612 Section 351 (1) 19 720 485 1,165 Total $ 81,257 $ 66,883 $ 152,933 $ 125,777 (1) Revenue recognized from collections relating to revenue transactions for which performance obligations were fulfilled prior to October 1, 2019, the date at which the Company changed its pattern of revenue recognition, for the three and six months ended June 30, 2022 of $0.1 million, which were separately presented in previously-issued financial statements, are presented as part of Section 351 in the table above. |
Segment Information
Segment Information | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Segment Information | Segment Information The Company had two reportable segments during the three and six months ended June 30, 2023: Wound & Surgical and Regenerative Medicine. • Wound & Surgical focuses on the Advanced Wound Care and Surgical Recovery markets through the sale of the Company’s portfolio of products and product development to serve these primary end markets. Its platform technologies include tissue allografts derived from human placental membrane (EPIFIX®, AMNIOFIX®, and AMNIOEFFECT®), tissue allografts derived from human umbilical cord (EPICORD® and AMNIOCORD®), and a particulate extracellular matrix derived from human placental disc (AXIOFILL®). This segment is also responsible for international sales of the Company’s Section 351 products. • Prior to June 20, 2023, Regenerative Medicine focused solely on Regenerative Medicine technologies, specifically progressing the Company’s placental biologics platform towards registration as an FDA-approved biological drug. mDHACM was the lead product candidate in its late-stage pipeline targeted at achieving FDA approval for an indication to help decrease pain and improve function in patients suffering from Knee Osteoarthritis. On June 20, 2023, the Company announced a plan to disband the Regenerative Medicine business unit and suspended its Knee Osteoarthritis clinical trial program. Regenerative Medicine was not deemed to be abandoned as of June 30, 2023 as the Company has continuing run-off operations pursuant to certain regulatory requirements. The accounting policies of the segments were the same as the Company’s accounting policies. See Note 2, “ Significant Accounting Policies ,” included in the 2022 Form 10-K. The Company evaluated the performance of its segments and allocated resources based on segment contribution, defined as net sales less (i) cost of sales, (ii) selling, general and administrative expense, (iii) research and development expense, (iv) amortization of intangible assets, and (v) restructuring. The only components which comprised income (loss) before income tax provision that were not included in operating income (loss) were interest expense, net and other expense, net. The Company did not allocate any assets to the reportable segments. No asset information was reported or disclosed to the chief operating decision maker in the financial information for each segment. Net sales and segment contribution by each reportable segment for the three months ended June 30, 2023 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 80,461 — $ 796 $ 81,257 Cost of sales 12,736 — 847 13,583 Selling, general and administrative expense 38,500 — 13,425 51,925 Research and development expense 1,632 6,865 — 8,497 Restructuring — 3,256 — 3,256 Amortization of intangible assets — — 191 191 Segment contribution $ 27,593 $ (10,121) Investigation, restatement and related expense 1,017 Operating income $ 2,788 Supplemental information Depreciation expense $ 395 $ 72 $ 220 $ 687 Share-based compensation $ 1,845 $ (193) $ 2,408 $ 4,060 Net sales and segment contribution by each reportable segment for the three months ended June 30, 2022 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 66,094 $ — $ 789 $ 66,883 Cost of sales 10,838 — 985 11,823 Selling, general and administrative expense 38,681 — 17,112 55,793 Research and development expense 2,408 3,104 — 5,512 Amortization of intangible assets — — 173 173 Segment contribution $ 14,167 $ (3,104) Investigation, restatement and related expense 3,218 Operating loss $ (9,636) Supplemental information Depreciation expense $ 459 $ 39 $ 360 $ 858 Share-based compensation $ 1,896 $ 302 $ 2,230 $ 4,428 Net sales and segment contribution by each reportable segment for the six months ended June 30, 2023 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 151,090 — $ 1,843 $ 152,933 Cost of sales 24,068 — 1,934 26,002 Selling, general and administrative expense 76,166 — 28,036 104,202 Research and development expense 3,154 11,839 — 14,993 Restructuring — 3,256 — 3,256 Amortization of intangible assets — — 380 380 Segment contribution $ 47,702 $ (15,095) Investigation, restatement and related expense 4,690 Operating loss $ (590) Supplemental information Depreciation expense $ 784 $ 135 $ 482 $ 1,401 Share-based compensation $ 3,228 $ 259 $ 4,918 $ 8,405 Net sales and segment contribution by each reportable segment for the six months ended June 30, 2022 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 124,423 $ — $ 1,354 $ 125,777 Cost of sales 19,967 — 1,792 21,759 Selling, general and administrative expense 72,725 — 32,638 105,363 Research and development expense 4,358 7,118 — 11,476 Amortization of intangible assets — — 345 345 Segment contribution $ 27,373 $ (7,118) Investigation, restatement and related expense 5,770 Operating loss $ (18,936) Supplemental information Depreciation expense $ 914 $ 84 $ 720 $ 1,718 Share-based compensation $ 3,661 $ 564 $ 4,201 $ 8,426 |
Restructuring
Restructuring | 6 Months Ended |
Jun. 30, 2023 | |
Restructuring and Related Activities [Abstract] | |
Restructuring | Restructuring On June 20, 2023, the Company announced that it was suspending all activities associated with its knee osteoarthritis clinical trial program and disbanding its Regenerative Medicine business unit (the “ Restructuring ”). This was the result of the Company’s decision to focus on its Wound & Surgical business to drive profitability and cash flows. The Company anticipates that activities related to the Restructuring will materially conclude in the second half of 2023. Expenses associated with the Restructuring are recognized as the associated liabilities are incurred in an amount equal to the fair value to settle the liability. Severance As part of the Restructuring, the Company separated from certain employees whose primary responsibilities were toward the advancement of the Company’s knee osteoarthritis clinical trial program. The Company offered an aggregate of severance arrangements of $2.1 million to separated employees. This amount was recognized as part of research and development expense on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023, as these arrangements were determined not to qualify for accounting as a one-time separation benefit under ASC 420. This amount is reflected in accrued compensation on the unaudited condensed consolidated balance sheet as of June 30, 2023. Impairments On June 23, 2023, the Company provided notice to NBCD of the termination of the Nordic Agreement. As part of the Restructuring, the Company no longer anticipated that it would receive any benefits pursuant to the clinical trial program. Accordingly, it recognized an impairment of clinical trial assets related to the Nordic Agreement and all pass-through vendors of $2.1 million during the three and six months ended June 30, 2023. This amount is reflected as part of restructuring expense on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023. In addition, the Company recorded goodwill impairment for $0.5 million, reflecting all goodwill assigned to the Regenerative Medicine reporting unit. This amount is reflected as part of restructuring expense on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023. See Note 6, “ Goodwill and Intangible Assets, Net ,” for further information regarding the impairment of goodwill due to the disbanding of the Company’s Regenerative Medicine business unit. Contract Termination Costs The Company anticipates that it will incur $0.6 million in expenses to wind-down certain contracts related to the knee osteoarthritis clinical trial program. This amount generally reflects the Company’s expectation for its obligation to carry out the protocol for the patients enrolled in the trial prior to the suspension of activities and close-out costs related to the trial. This amount is reflected as part of accrued expenses on the unaudited condensed consolidated balance sheet as of June 30, 2023 and as part of restructuring expense on the unaudited condensed consolidated statements of operations for the three and six months ended June 30, 2023. The Company had not paid any of these amounts as of June 30, 2023. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Subsequent Events Hiring of Chief Financial Officer On July 5, 2023, the Company announced that Doug Rice was appointed to serve as Chief Financial Officer of the Company, effective that day. Mr. Rice’s compensation included, among other things, a grant of 162,000 PSUs, 97,200 RSUs, and 94,000 stock options (“ Options ”), as a material inducement to his hiring. The PSUs vest based on a three-year performance period ending on December 31, 2025 based upon the achievement of specified performance conditions, subject to Mr. Rice’s continued employment, except in the case of Mr. Rice’s death or disability. The awards can vest between 50% and 150% of the original PSUs, depending on actual performance. Vesting is limited to 100% of the award in the event that certain share price conditions are not achieved. The RSUs will vest in three equal tranches on each of the first three anniversary dates of the grant date, provided Mr. Rice remains in continuous service with the Company. The Options will vest in four equal tranches on each of the first four anniversary dates of the grant date, subject to Mr. Rice’s continued employment. The Options expire seven years after vesting. |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2023 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation These unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) for 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 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, 2023 and 2022 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2022 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 2022 Form 10-K. |
Reclassifications | Reclassifications Decrease in cash resulting from changes in income taxes of $0.1 million for the six months ended June 30, 2022, which was separately presented in the unaudited condensed consolidated statement of cash flows in previously-issued financial statements, is included as part of increases and decreases in cash resulting from changes in other assets in the unaudited condensed consolidated statement of cash flows included as part of these financial statements. |
Principles of Consolidation | Principles of Consolidation The 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. |
Use of Estimates | Use of Estimates 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 consolidated financial statements and the reported 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, estimates of impairment for goodwill and intangible assets, estimates of loss for contingent liabilities, estimate of allowance for doubtful accounts, management’s assessment of the Company’s ability to continue as a going concern, estimate of fair value and the probable achievement of share-based payments, estimates of returns and allowances, and valuation of deferred tax assets. |
Share-Based Compensation | Share-Based Compensation The Company grants share-based awards to employees and members of the Company’s Board of Directors (the “ Board ”). Awards to employees and the Board are generally made annually. Grants are issued outside of the annual cadence for certain new hires, promotions, and other events. The amount of expense to be recognized is determined by the fair value of the award using inputs available as of the grant date. The fair value of non-option share awards that are not subject to a market condition is the value of the common stock on the grant date. For non-option share awards that are subject to a market condition, the fair value of the common stock on the grant date is adjusted to reflect the value of the market condition, generally using a path-dependent pricing model, such as a Monte Carlo simulation. The fair value of stock option grants is estimated using an option pricing model, as appropriate based on the terms of the grant. Use of a valuation model requires management to make certain assumptions with respect to selected model inputs, which generally follows the inputs to a Black-Scholes option pricing model. Absent the availability of an option market with similar terms to the awarded options, the Company infers an expectation for volatility using the historical volatility of daily price changes in its share price for a period equal to the contractual or expected term of the option, as applicable, subject to adjustment for price activity associated with certain events which are not expected to recur during the relevant term. The expected term is derived based on the Company’s expectations for option exercise by the recipients. The Company uses U.S. Treasury yields with a maturity similar to the expected or contractual term, as applicable, as the basis for its risk-free interest rate assumption. The Company has never declared a dividend on its common stock and, therefore, assumes a dividend yield of 0%. Expense is recognized over the requisite service period to achieve a vesting condition associated with an award, which can either be explicitly defined by the award, implied by its terms, or derived from potential market movements. In situations where multiple vesting conditions must be achieved, the longest service period is used as a basis for expense recognition. Derived service periods associated with market conditions are accelerated if such market conditions are met prior to the initially-assessed derived service period, but are not deferred if the market conditions are not met prior to the end of the initially-assessed derived service period. For awards with only service-based vesting conditions, the Company recognizes share-based compensation expense on a straight-line basis through the vesting date of the last tranche of the award. For awards which vest based on more than service conditions, the Company recognizes share-based compensation expense using a graded-vesting method, treating each tranche as if it were a separately-granted award and recognizing expense through the vesting date of each individual tranche. In each scenario, the Company recognizes share-based compensation expense to the extent that the associated service and performance conditions are considered probable to occur. Determinations of probability are made each reporting period and the Company uses available evidence considered relevant for evaluating the performance conditions. The Company recognizes the cumulative effect of changes in the probability of occurrence in the period of re-evaluation. The probability of occurrence and ultimate resolution of a market condition is not considered in expense recognition. Consequently, the Company could recognize expense for awards that do not ultimately vest. |
Basic and Diluted Net Income (Loss) Per Common Share | Basic and Diluted Net Income (Loss) Per Common Share Basic net income (loss) per common share is calculated as net income (loss) available to common stockholders divided by the weighted average common shares outstanding for the applicable period. Net income (loss) available to common stockholders is calculated by adjusting net income (loss) for periodic accumulated dividends on the Company’s Series B Convertible Preferred Stock (“ Series B Preferred Stock ”). This amount is divided by the weighted average common shares outstanding during the period. Weighted average common shares outstanding is calculated as shares of the Company outstanding adjusted for the portion of the period for which they are outstanding. Unvested non-option share awards are excluded from the calculation of weighted average common shares outstanding until they have vested. Unexercised stock options are excluded from the calculation of weighted average common shares outstanding until they are exercised. Shares issuable pursuant to the Company’s Employee Stock Purchase Plan (“ ESPP ”) are included for the minimum number of shares issuable beginning at the point in time that all contingencies for share issuance are resolved. Diluted net income (loss) per common share adjusts basic net income (loss) per common share for convertible securities, options, equity incentive awards, and other share-based payment awards which have yet to vest and vest only on the satisfaction of a service condition. Equity incentive awards and options that are subject to a performance or market condition are included only if the performance or market condition would be satisfied if the end of the applicable period were the end of the performance period. In any case, these adjustments are reflected in the calculation of diluted net income (loss) per common share to the extent that they reduce basic net income (loss) per common share. The Company uses the if-converted method to calculate the dilutive effect of the Series B Preferred Stock and other convertible securities to the extent they are outstanding. The if-converted method assumes that convertible securities are converted at the later of the issuance date and the beginning of the period. If the hypothetical conversion of convertible securities, and the consequential avoidance of any accumulated preferred dividends, would decrease basic net income (loss) per common share, these effects are incorporated in the calculation of diluted net income (loss) per common share, adjusted for the portion of the period the securities were outstanding. The Company uses the treasury stock method to calculate the dilutive effect of options, non-option share awards, and certain other share-based payments. The treasury stock method assumes that the proceeds from exercise are used to repurchase common shares at the weighted average market price during the period, increasing the denominator for the net effect of shares issued upon exercise less hypothetical shares repurchased. Shares issuable pursuant to the ESPP are included in the calculation of diluted net loss per common share to the extent that such shares would be issued based on the share price at the conclusion of the period, to the extent such shares are not already included in the calculation of weighted average common shares outstanding. |
Recently Adopted Accounting Pronouncements and Recently Issued Accounting Pronouncements Not Yet Adopted | Recently Adopted Accounting Pronouncements In March 2020, the Financial Accounting Standards Board issued Accounting Standards Update (“ ASU ”) 2020-04, “ Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting. ” ASU 2020-04 provides temporary expedients to accounting guidance for certain contract modifications and hedging arrangements to ease financial reporting burdens as a result of market transitions from certain reference rates, including the London Interbank Offered Rate (“ LIBOR ”). The updates are effective immediately and may be applied prospectively to contract modifications made and hedging relationships entered into or evaluated on or before December 31, 2024. In June 2023, the Company entered into Amendment No. 2 (the “ Second Amendment ”) to the loan agreement, dated as of June 30, 2020, by and among the Company, Hayfin Services, LLP (“ Hayfin ”), an affiliate of Hayfin Capital Management LLP, and certain other parties, (as amended, the “ Hayfin Loan Agreement ”), pursuant to which the reference rate used to determine the interest rate was changed from LIBOR to the Secured Overnight Financing Rate (“ SOFR ”). Because the only terms of the Second Amendment that affected the Company’s contractual cash flows were related to the changes in the reference rate, the Company adopted the optional guidance prescribed by Topic 848 to this transaction. The adoption of ASU 2020-04 and its application to the Second Amendment did not materially impact the Company’s unaudited condensed consolidated financial statements as of or for the three or six months ended June 30, 2023. Recently Issued Accounting Pronouncements Not Yet Adopted All ASUs issued and not yet effective for the three and six months ended June 30, 2023, 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 and results of operations. |
Segment Reporting | The accounting policies of the segments were the same as the Company’s accounting policies. See Note 2, “ Significant Accounting Policies ,” included in the 2022 Form 10-K. The Company evaluated the performance of its segments and allocated resources based on segment contribution, defined as net sales less (i) cost of sales, (ii) selling, general and administrative expense, (iii) research and development expense, (iv) amortization of intangible assets, and (v) restructuring. The only components which comprised income (loss) before income tax provision that were not included in operating income (loss) were interest expense, net and other expense, net. The Company did not allocate any assets to the reportable segments. No asset information was reported or disclosed to the chief operating decision maker in the financial information for each segment. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable, Net | Accounts receivable, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Accounts receivable, gross $ 51,159 $ 46,867 Less: allowance for doubtful accounts (2,196) (3,783) Accounts receivable, net $ 48,963 $ 43,084 |
Schedule of Activities Related to the Allowance for Doubtful Accounts | Activities related to the Company’s allowance for doubtful accounts for the three months ended June 30, 2023 and 2022 were as follows (in thousands): 2023 2022 Balance at April 1 $ 3,601 $ 1,386 Bad debt expense 349 2,168 Write-offs (1,754) (83) Balance at June 30 $ 2,196 $ 3,471 Activities related to the Company’s allowance for doubtful accounts for the six months ended June 30, 2023 and 2022 were as follows (in thousands): 2023 2022 Balance at January 1 $ 3,783 $ 1,187 Bad debt expense 289 2,391 Write-offs (1,876) (107) Balance at June 30 $ 2,196 $ 3,471 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): June 30, 2023 December 31, 2022 Raw materials $ 875 $ 810 Work in process 7,885 6,855 Finished goods 8,055 5,518 Inventory $ 16,815 $ 13,183 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment, Net | Property and equipment, net, consisted of the following (in thousands): June 30, 2023 December 31, 2022 Laboratory and clean room equipment $ 17,211 $ 16,422 Furniture and equipment 15,223 15,016 Leasehold improvements 9,328 9,190 Construction in progress 1,649 1,983 Asset retirement cost 944 983 Finance lease right-of-use asset 189 189 Property and equipment, gross 44,544 43,783 Less: accumulated depreciation and amortization (37,283) (35,927) Property and equipment, net $ 7,261 $ 7,856 |
Schedule of Depreciation Expense | Depreciation expense for the three and six months ended June 30, 2023 and 2022 is summarized in the table below (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Depreciation expense $ 687 $ 858 $ 1,401 $ 1,718 |
Goodwill and Intangible Asset_2
Goodwill and Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Goodwill, Net | The following table provides a summary of goodwill activity for the three months ended June 30, 2023 (amounts in thousands): Wound & Surgical Regenerative Medicine Goodwill Balance as of March 31, 2023 $ 19,441 $ 535 $ 19,976 Impairment of goodwill — (535) (535) Balance as of June 30, 2023 $ 19,441 $ — $ 19,441 The following table provides a summary of goodwill activity for the six months ended June 30, 2023: Wound & Surgical Regenerative Medicine Goodwill Balance as of December 31, 2022 $ 19,441 $ 535 $ 19,976 Impairment of goodwill — (535) (535) Balance as of June 30, 2023 $ 19,441 $ — $ 19,441 |
Schedule of Intangible Assets, Net | Intangible assets, net, are summarized as follows (in thousands): June 30, 2023 December 31, 2022 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets Patents and know-how $ 9,968 $ (7,461) $ 2,507 $ 9,923 $ (7,106) $ 2,817 Licenses 1,000 (29) 971 1,000 (4) $ 996 Total amortized intangible assets $ 10,968 $ (7,490) $ 3,478 $ 10,923 $ (7,110) $ 3,813 Unamortized intangible assets: Tradenames and trademarks $ 1,008 $ 1,008 $ 1,008 $ 1,008 Patents in Process 1,079 1,079 1,031 1,031 Total intangible assets $ 13,055 $ 5,565 $ 12,962 $ 5,852 |
Schedule of Expected Future Amortization of Intangible Assets | Expected future amortization of intangible assets as of June 30, 2023, is as follows (in thousands): Year ending December 31, Estimated 2023 (excluding the six months ended June 30, 2023) $ 379 2024 759 2025 364 2026 210 2027 209 Thereafter 1,557 Total amortized intangible assets $ 3,478 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Expenses | Accrued expenses consisted of the following (in thousands): June 30, 2023 December 31, 2022 Legal and settlement costs $ 5,239 $ 4,447 Commissions to sales agents 2,958 2,941 Accrued group purchasing organization fees 716 638 Estimated sales returns 810 659 Accrued rebates 630 707 Accrued contract termination costs 567 — Accrued travel 414 566 Accrued clinical trials 90 90 Other 1,221 976 Accrued expenses $ 12,645 $ 11,024 |
Long Term Debt, Net (Tables)
Long Term Debt, Net (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of Balances of Term Loan | The balances of the Term Loan as of June 30, 2023 and December 31, 2022 were as follows (in thousands): June 30, 2023 December 31, 2022 Outstanding principal $ 50,000 $ 50,000 Deferred financing costs (1,007) (1,219) Original issue discount (155) (187) Long term debt, net $ 48,838 $ 48,594 |
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 June 30, Six Months Ended June 30, 2023 2022 2023 2022 Stated interest $ 1,505 $ 1,043 $ 2,956 $ 2,074 Amortization of deferred financing costs 108 101 212 199 Accretion of original issue discount 17 16 33 30 Interest expense $ 1,630 $ 1,160 $ 3,201 $ 2,303 |
Schedule of Principal Payments due on Term Loan | A summary of principal payments due on the Term Loan, by year, from June 30, 2023 through maturity are as follows (in thousands): Year ending December 31, Principal 2023 (excluding the six months ended June 30, 2023) $ — 2024 — 2025 50,000 2026 — 2027 — Thereafter — Outstanding principal $ 50,000 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Basic Net Income (Loss) Per Common Share | 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, 2023 and 2022 (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Net income (loss) $ 1,200 $ (10,868) $ (3,783) $ (21,357) Accumulated dividends on Series B Preferred Stock 1,728 1,628 3,411 3,214 Net loss available to common stockholders $ (528) $ (12,496) $ (7,194) $ (24,571) Weighted average common shares outstanding 115,866,371 112,867,912 115,136,646 112,245,334 Basic net loss per common share $ (0.00) $ (0.11) $ (0.06) $ (0.22) |
Schedule of Diluted Net Income (Loss) Per Common Share | 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, 2023 2022 2023 2022 Net loss available to common stockholders $ (528) $ (12,496) $ (7,194) $ (24,571) Adjustments: Accumulated dividends on Series B Convertible Preferred Stock 1,728 1,628 3,411 3,214 Less: antidilutive adjustments (1,728) (1,628) (3,411) (3,214) Total adjustments — — — — Numerator $ (528) $ (12,496) $ (7,194) $ (24,571) Weighted average shares outstanding 115,866,371 112,867,912 115,136,646 112,245,334 Adjustments Potential common shares 30,996,553 29,199,666 30,273,154 29,102,650 Less: antidilutive potential common shares (a) (30,996,553) (29,199,666) (30,273,154) (29,102,650) Total adjustments — — — — Weighted average shares outstanding adjusted for potential common shares 115,866,371 112,867,912 115,136,646 112,245,334 Diluted net loss per common share $ (0.00) $ (0.11) $ (0.06) $ (0.22) (a) Weighted average common shares outstanding for the calculation of diluted net loss per common share does not include the following adjustments for potential common shares below because their effects were determined to be antidilutive for the periods presented. |
Schedule of Antidilutive Securities | Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Series B Convertible Preferred Stock 29,997,271 28,262,957 29,559,946 27,850,916 Restricted stock unit awards 943,659 487,708 674,215 635,997 Restricted stock awards 34,244 295,107 24,572 444,511 Performance stock unit awards 16,189 61,488 11,486 30,914 Outstanding stock options 5,190 92,406 65 140,312 Employee stock purchase plan — — 2,870 — Potential common shares 30,996,553 29,199,666 30,273,154 29,102,650 |
Equity (Tables)
Equity (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Equity [Abstract] | |
Schedule of Activity of Unvested Equity Incentive Awards by Award Type | The table below summarizes activity of unvested Equity Incentive Awards by award type from January 1, 2023 through June 30, 2023. 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, 2023 122,755 $ 6.13 4,774,971 $ 6.28 241,072 $ 4.62 Granted — — 3,156,544 4.59 3,689,427 3.72 Vested — — (2,226,180) 6.17 — — Forfeited (62,255) 5.73 (628,833) 6.03 (59,524) 4.62 Unvested at June 30, 2023 60,500 $ 6.56 5,076,502 $ 5.31 3,870,975 $ 3.76 |
Schedule of Stock Options Activity | A summary of stock option activity for the six months ended June 30, 2023 is presented below: Number of Weighted- Weighted- Aggregate Outstanding at January 1, 2023 933,894 $ 6.46 Granted 3,600,000 3.70 Exercised (4,334) 5.84 Vested options expired (378,133) 5.73 Outstanding at June 30, 2023 4,151,427 4.13 6.40 9,257,661 Exercisable at June 30, 2023 551,427 $ 6.96 0.77 $ 75,977 |
Schedule of Fair Value Assumptions | The Company estimated the fair value of the awards using a Monte Carlo simulation using the following assumptions: Assumption Stock price on grant date $ 3.70 Exercise price $ 3.70 Risk-free interest rate 3.58 % Expected volatility (annualized) 75.00 % Dividend yield — % Weighted average grant date fair value $ 1.93 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of Selected Cash Payments, Receipts, and Non-Cash Activities | Selected cash payments, receipts, and non-cash activities are as follows (in thousands): Six Months Ended June 30, 2023 2022 Cash paid for interest $ 2,960 $ 2,080 Cash paid for income taxes 210 184 Non-cash activities: Issuance of shares pursuant to employee stock purchase plan 680 — Purchases of equipment in accounts payable 252 255 Right of use assets arising from operating lease liabilities — (37) |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Net Sales | Below is a summary of net sales by site of service (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Hospital $ 46,588 $ 39,926 $ 88,758 $ 75,907 Private Office 23,750 19,039 45,237 35,196 Other 10,919 7,918 18,938 14,674 Total $ 81,257 $ 66,883 $ 152,933 $ 125,777 Below is a summary of net sales by class of product (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2023 2022 2023 2022 Advanced Wound Care Tissue/Other $ 75,490 $ 60,274 $ 141,261 $ 113,126 Cord 5,748 5,889 11,187 11,486 Total Advanced Wound Care 81,238 66,163 152,448 124,612 Section 351 (1) 19 720 485 1,165 Total $ 81,257 $ 66,883 $ 152,933 $ 125,777 (1) Revenue recognized from collections relating to revenue transactions for which performance obligations were fulfilled prior to October 1, 2019, the date at which the Company changed its pattern of revenue recognition, for the three and six months ended June 30, 2022 of $0.1 million, which were separately presented in previously-issued financial statements, are presented as part of Section 351 in the table above. |
Segment Information (Tables)
Segment Information (Tables) | 6 Months Ended |
Jun. 30, 2023 | |
Segment Reporting [Abstract] | |
Schedule of Net Sales and Segment Contribution for Each Reportable Segment | Net sales and segment contribution by each reportable segment for the three months ended June 30, 2023 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 80,461 — $ 796 $ 81,257 Cost of sales 12,736 — 847 13,583 Selling, general and administrative expense 38,500 — 13,425 51,925 Research and development expense 1,632 6,865 — 8,497 Restructuring — 3,256 — 3,256 Amortization of intangible assets — — 191 191 Segment contribution $ 27,593 $ (10,121) Investigation, restatement and related expense 1,017 Operating income $ 2,788 Supplemental information Depreciation expense $ 395 $ 72 $ 220 $ 687 Share-based compensation $ 1,845 $ (193) $ 2,408 $ 4,060 Net sales and segment contribution by each reportable segment for the three months ended June 30, 2022 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 66,094 $ — $ 789 $ 66,883 Cost of sales 10,838 — 985 11,823 Selling, general and administrative expense 38,681 — 17,112 55,793 Research and development expense 2,408 3,104 — 5,512 Amortization of intangible assets — — 173 173 Segment contribution $ 14,167 $ (3,104) Investigation, restatement and related expense 3,218 Operating loss $ (9,636) Supplemental information Depreciation expense $ 459 $ 39 $ 360 $ 858 Share-based compensation $ 1,896 $ 302 $ 2,230 $ 4,428 Net sales and segment contribution by each reportable segment for the six months ended June 30, 2023 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 151,090 — $ 1,843 $ 152,933 Cost of sales 24,068 — 1,934 26,002 Selling, general and administrative expense 76,166 — 28,036 104,202 Research and development expense 3,154 11,839 — 14,993 Restructuring — 3,256 — 3,256 Amortization of intangible assets — — 380 380 Segment contribution $ 47,702 $ (15,095) Investigation, restatement and related expense 4,690 Operating loss $ (590) Supplemental information Depreciation expense $ 784 $ 135 $ 482 $ 1,401 Share-based compensation $ 3,228 $ 259 $ 4,918 $ 8,405 Net sales and segment contribution by each reportable segment for the six months ended June 30, 2022 were as follows (in thousands): Wound & Surgical Regenerative Medicine Corporate & Other Consolidated Net sales $ 124,423 $ — $ 1,354 $ 125,777 Cost of sales 19,967 — 1,792 21,759 Selling, general and administrative expense 72,725 — 32,638 105,363 Research and development expense 4,358 7,118 — 11,476 Amortization of intangible assets — — 345 345 Segment contribution $ 27,373 $ (7,118) Investigation, restatement and related expense 5,770 Operating loss $ (18,936) Supplemental information Depreciation expense $ 914 $ 84 $ 720 $ 1,718 Share-based compensation $ 3,661 $ 564 $ 4,201 $ 8,426 |
Nature of Business (Details)
Nature of Business (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Number of reportable segments | 2 |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Millions | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Dividends Payable [Line Items] | ||
Decrease in cash resulting from changes in income tax | $ 0.1 | |
Outstanding stock options | ||
Dividends Payable [Line Items] | ||
Expected dividend yield | 0% |
Accounts Receivable, Net - Acco
Accounts Receivable, Net - Accounts Receivable, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Dec. 31, 2021 |
Receivables [Abstract] | ||||||
Accounts receivable, gross | $ 51,159 | $ 46,867 | ||||
Less: allowance for doubtful accounts | (2,196) | $ (3,601) | (3,783) | $ (3,471) | $ (1,386) | $ (1,187) |
Accounts receivable, net | $ 48,963 | $ 43,084 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Activities Related to the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Allowance for Doubtful Accounts | ||||
Beginning balance | $ 3,601 | $ 1,386 | $ 3,783 | $ 1,187 |
Bad debt expense | 349 | 2,168 | 289 | 2,391 |
Write-offs | (1,754) | (83) | (1,876) | (107) |
Ending balance | $ 2,196 | $ 3,471 | $ 2,196 | $ 3,471 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 875 | $ 810 |
Work in process | 7,885 | 6,855 |
Finished goods | 8,055 | 5,518 |
Inventory | $ 16,815 | $ 13,183 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use asset | $ 189 | $ 189 |
Property and equipment, gross | 44,544 | 43,783 |
Less: accumulated depreciation and amortization | (37,283) | (35,927) |
Property and equipment, net | 7,261 | 7,856 |
Laboratory and clean room equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 17,211 | 16,422 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,223 | 15,016 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 9,328 | 9,190 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,649 | 1,983 |
Asset retirement cost | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 944 | $ 983 |
Property and Equipment, Net - D
Property and Equipment, Net - Depreciation Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Property, Plant and Equipment [Abstract] | ||||
Depreciation expense | $ 687 | $ 858 | $ 1,401 | $ 1,718 |
Goodwill and Intangible Asset_3
Goodwill and Intangible Assets, Net - Schedule of Goodwill, Net (Details) - USD ($) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Goodwill [Roll Forward] | ||||
Beginning Balance | $ 19,976,000 | $ 19,976,000 | ||
Impairment of goodwill | (535,000) | (535,000) | $ 0 | |
Ending Balance | 19,441,000 | 19,441,000 | ||
Goodwill activity | $ 0 | $ 0 | ||
Wound & Surgical | ||||
Goodwill [Roll Forward] | ||||
Beginning Balance | 19,441,000 | 19,441,000 | ||
Impairment of goodwill | 0 | 0 | ||
Ending Balance | 19,441,000 | 19,441,000 | ||
Regenerative Medicine | ||||
Goodwill [Roll Forward] | ||||
Beginning Balance | 535,000 | 535,000 | ||
Impairment of goodwill | (535,000) | (535,000) | ||
Ending Balance | $ 0 | $ 0 |
Goodwill and Intangible Asset_4
Goodwill and Intangible Assets, Net (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 10,968 | $ 10,923 |
Accumulated Amortization | (7,490) | (7,110) |
Net Carrying Amount | 3,478 | 3,813 |
Indefinite-lived Intangible Assets [Line Items] | ||
Total intangible assets, gross carrying amount | 13,055 | 12,962 |
Total intangible assets, net carrying amount | 5,565 | 5,852 |
Tradenames 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 | 1,079 | 1,031 |
Patents and know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,968 | 9,923 |
Accumulated Amortization | (7,461) | (7,106) |
Net Carrying Amount | 2,507 | 2,817 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (29) | (4) |
Net Carrying Amount | $ 971 | $ 996 |
Goodwill and Intangible Asset_5
Goodwill and Intangible Assets, Net - Expected Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Estimated future amortization expense [Abstract] | ||
2023 (excluding the six months ended June 30, 2023) | $ 379 | |
2024 | 759 | |
2025 | 364 | |
2026 | 210 | |
2027 | 209 | |
Thereafter | 1,557 | |
Net Carrying Amount | $ 3,478 | $ 3,813 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Payables and Accruals [Abstract] | ||
Legal and settlement costs | $ 5,239 | $ 4,447 |
Commissions to sales agents | 2,958 | 2,941 |
Accrued rebates | 630 | 707 |
Accrued group purchasing organization fees | 716 | 638 |
Estimated sales returns | 810 | 659 |
Accrued contract termination costs | 567 | 0 |
Accrued travel | 414 | 566 |
Accrued clinical trials | 90 | 90 |
Other | 1,221 | 976 |
Accrued expenses | $ 12,645 | $ 11,024 |
Long Term Debt, Net - Narrative
Long Term Debt, Net - Narrative (Details) - Term loan - Hayfin Loan Agreement Term Loan - USD ($) | Jun. 15, 2023 | Jun. 14, 2023 | Jun. 30, 2023 | Jul. 02, 2020 |
Debt Instrument [Line Items] | ||||
Principal issued | $ 50,000,000 | |||
Effective interest rate | 12.10% | |||
Fair value of the term loan | $ 47,900,000 | |||
London Interbank Offered Rate | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, interest rate, floor | 1.50% | |||
Debt instrument, basis spread on variable rate | 6.75% | |||
Secured Overnight Financing Rate (SOFR) | ||||
Debt Instrument [Line Items] | ||||
Debt instrument, basis spread on variable rate | 0.15% |
Long Term Debt, Net - Term Loan
Long Term Debt, Net - Term Loan Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2023 | Dec. 31, 2022 |
Debt Instrument [Line Items] | ||
Outstanding principal | $ 50,000 | |
Term loan | Hayfin Loan Agreement Term Loan | ||
Debt Instrument [Line Items] | ||
Outstanding principal | 50,000 | $ 50,000 |
Deferred financing costs | (1,007) | (1,219) |
Original issue discount | (155) | (187) |
Long term debt, net | $ 48,838 | $ 48,594 |
Long Term Debt, Net - Term Lo_2
Long Term Debt, Net - Term Loan Interest Expense (Details) - Term loan - Hayfin Loan Agreement Term Loan - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Debt Instrument [Line Items] | ||||
Stated interest | $ 1,505 | $ 1,043 | $ 2,956 | $ 2,074 |
Amortization of deferred financing costs | 108 | 101 | 212 | 199 |
Accretion of original issue discount | 17 | 16 | 33 | 30 |
Interest expense | $ 1,630 | $ 1,160 | $ 3,201 | $ 2,303 |
Long Term Debt, Net - Principal
Long Term Debt, Net - Principal Payments due on Term Loan (Details) $ in Thousands | Jun. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
2023 (excluding the six months ended June 30, 2023) | $ 0 |
2024 | 0 |
2025 | 50,000 |
2026 | 0 |
2027 | 0 |
Thereafter | 0 |
Outstanding principal | $ 50,000 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share - Basic Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net income (loss) | $ 1,200 | $ (10,868) | $ (3,783) | $ (21,357) |
Accumulated dividends on Series B Preferred Stock | 1,728 | 1,628 | 3,411 | 3,214 |
Net loss available to common stockholders | $ (528) | $ (12,496) | $ (7,194) | $ (24,571) |
Weighted average common shares outstanding (in shares) | 115,866,371 | 112,867,912 | 115,136,646 | 112,245,334 |
Basic net loss per common share (in dollars per share) | $ 0 | $ (0.11) | $ (0.06) | $ (0.22) |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share - Diluted Net Income (Loss) Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Earnings Per Share [Abstract] | ||||
Net loss available to common stockholders | $ (528) | $ (12,496) | $ (7,194) | $ (24,571) |
Adjustments: | ||||
Accumulated dividends on Series B Convertible Preferred Stock | 1,728 | 1,628 | 3,411 | 3,214 |
Less: antidilutive adjustments | (1,728) | (1,628) | (3,411) | (3,214) |
Numerator | $ (528) | $ (12,496) | $ (7,194) | $ (24,571) |
Weighted average shares outstanding (in shares) | 115,866,371 | 112,867,912 | 115,136,646 | 112,245,334 |
Adjustments | ||||
Potential common shares (in shares) | 30,996,553 | 29,199,666 | 30,273,154 | 29,102,650 |
Less: antidilutive potential common shares (in shares) | (30,996,553) | (29,199,666) | (30,273,154) | (29,102,650) |
Weighted average shares outstanding adjusted for potential common shares (in shares) | 115,866,371 | 112,867,912 | 115,136,646 | 112,245,334 |
Diluted net loss per common share (in dollars per share) | $ 0 | $ (0.11) | $ (0.06) | $ (0.22) |
Net Income (Loss) Per Common _5
Net Income (Loss) Per Common Share - Antidilutive Securities (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 30,996,553 | 29,199,666 | 30,273,154 | 29,102,650 |
Series B Convertible Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 29,997,271 | 28,262,957 | 29,559,946 | 27,850,916 |
Restricted stock unit awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 943,659 | 487,708 | 674,215 | 635,997 |
Restricted stock awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 34,244 | 295,107 | 24,572 | 444,511 |
Performance stock unit awards | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 16,189 | 61,488 | 11,486 | 30,914 |
Outstanding stock options | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 5,190 | 92,406 | 65 | 140,312 |
Employee stock purchase plan | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 0 | 0 | 2,870 | 0 |
Equity - Narrative (Details)
Equity - Narrative (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | |
Jan. 27, 2023 USD ($) trading_day $ / shares shares | Jun. 30, 2023 USD ($) shares | Jun. 30, 2023 USD ($) $ / shares shares | |
Dividends Payable [Line Items] | |||
Weighted-average period | 6 years 4 months 24 days | ||
Options granted in period (in shares) | shares | 3,600,000 | ||
Granted (in dollars per share) | $ / shares | $ 3.70 | ||
Executive Officer | |||
Dividends Payable [Line Items] | |||
Options granted in period (in shares) | shares | 3,600,000 | ||
Granted (in dollars per share) | $ / shares | $ 3.70 | ||
Trading days (in days) | trading_day | 20 | ||
Grant date fair value | $ 7 | ||
Executive Officer | Tranche One | |||
Dividends Payable [Line Items] | |||
Vesting percentage | 25% | ||
Award vesting percentage if performance metrics are achieved | 0.333% | ||
Executive Officer | Tranche Two | |||
Dividends Payable [Line Items] | |||
Vesting percentage | 25% | ||
Award vesting percentage if performance metrics are achieved | 0.333% | ||
Executive Officer | Tranche Three | |||
Dividends Payable [Line Items] | |||
Vesting percentage | 25% | ||
Award vesting percentage if performance metrics are achieved | 0.333% | ||
Executive Officer | Tranche Four | |||
Dividends Payable [Line Items] | |||
Vesting percentage | 25% | ||
Equity Incentive Awards | |||
Dividends Payable [Line Items] | |||
Total unrecognized stock-based compensation related to time-based, nonvested restricted stock | $ 31.6 | $ 31.6 | |
Expenses expected to be recognized over a weighted-average period (in years) | 2 years 4 months 17 days | ||
Performance stock unit awards | |||
Dividends Payable [Line Items] | |||
Awards granted in period (in shares) | shares | 3,689,427 | ||
Performance stock unit awards | Executive Officer | |||
Dividends Payable [Line Items] | |||
Awards granted in period (in shares) | shares | 3,300,000 | ||
Performance achievement percentage threshold in order to vest | 50% | ||
Share based compensation expense | 0.4 | $ 0.7 | |
Performance stock unit awards | Executive Officer | Minimum | |||
Dividends Payable [Line Items] | |||
Percentage of granted shares to vest | 50% | ||
Performance stock unit awards | Executive Officer | Maximum | |||
Dividends Payable [Line Items] | |||
Percentage of granted shares to vest | 200% | ||
Stock options | |||
Dividends Payable [Line Items] | |||
Total unrecognized stock-based compensation related to time-based, nonvested restricted stock | 5.9 | $ 5.9 | |
Expenses expected to be recognized over a weighted-average period (in years) | 2 years 3 months 14 days | ||
Stock options | Executive Officer | |||
Dividends Payable [Line Items] | |||
Share based compensation expense | 0.7 | $ 1.2 | |
Series B Convertible Preferred Stock | |||
Dividends Payable [Line Items] | |||
Dividends accumulated but not paid | $ 17.2 | $ 17.2 | |
Convertible shares issuable (in shares) | shares | 30,445,997 | 30,445,997 |
Equity - Activity of Unvested E
Equity - Activity of Unvested Equity Incentive Awards by Award Type (Details) | 6 Months Ended |
Jun. 30, 2023 $ / shares shares | |
RSA | |
Number of Shares | |
Unvested, Beginning Balance (in shares) | shares | 122,755 |
Granted (in shares) | shares | 0 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (62,255) |
Unvested, Ending Balance (in shares) | shares | 60,500 |
Weighted-Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 6.13 |
Granted (in dollars per share) | $ / shares | 0 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 5.73 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 6.56 |
RSU | |
Number of Shares | |
Unvested, Beginning Balance (in shares) | shares | 4,774,971 |
Granted (in shares) | shares | 3,156,544 |
Vested (in shares) | shares | (2,226,180) |
Forfeited (in shares) | shares | (628,833) |
Unvested, Ending Balance (in shares) | shares | 5,076,502 |
Weighted-Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 6.28 |
Granted (in dollars per share) | $ / shares | 4.59 |
Vested (in dollars per share) | $ / shares | 6.17 |
Forfeited (in dollars per share) | $ / shares | 6.03 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 5.31 |
PSU | |
Number of Shares | |
Unvested, Beginning Balance (in shares) | shares | 241,072 |
Granted (in shares) | shares | 3,689,427 |
Vested (in shares) | shares | 0 |
Forfeited (in shares) | shares | (59,524) |
Unvested, Ending Balance (in shares) | shares | 3,870,975 |
Weighted-Average Grant Date Fair Value | |
Unvested, Beginning Balance (in dollars per share) | $ / shares | $ 4.62 |
Granted (in dollars per share) | $ / shares | 3.72 |
Vested (in dollars per share) | $ / shares | 0 |
Forfeited (in dollars per share) | $ / shares | 4.62 |
Unvested, Ending Balance (in dollars per share) | $ / shares | $ 3.76 |
Equity - Stock Options Activity
Equity - Stock Options Activity (Details) - USD ($) | 6 Months Ended |
Jun. 30, 2023 | |
Number of Shares | |
Outstanding, beginning of period (in shares) | 933,894 |
Granted (in shares) | 3,600,000 |
Exercised (in shares) | (4,334) |
Vested options expired (in shares) | (378,133) |
Outstanding, end of period (in shares) | 4,151,427 |
Exercisable (in shares) | 551,427 |
Weighted- Average Exercise Price | |
Outstanding, beginning of period (in dollars per share) | $ 6.46 |
Granted (in dollars per share) | 3.70 |
Exercised (in dollars per share) | 5.84 |
Vested options expired (in dollars per share) | 5.73 |
Outstanding, end of period (in dollars per share) | 4.13 |
Exercisable (in dollars per share) | $ 6.96 |
Weighted- Average Remaining Contractual Term (in years) | |
Outstanding | 6 years 4 months 24 days |
Exercisable | 9 months 7 days |
Aggregate Intrinsic Value | |
Outstanding | $ 9,257,661 |
Exercisable | $ 75,977 |
Equity - Fair Value Assumptions
Equity - Fair Value Assumptions (Details) - Stock options | 6 Months Ended |
Jun. 30, 2023 $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Dividend yield | 0% |
Executive Officer | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Stock price on grant date (in dollars per share) | $ 3.70 |
Exercise price (in dollars per share) | $ 3.70 |
Risk-free interest rate | 3.58% |
Expected volatility (annualized) | 75% |
Dividend yield | 0% |
Weighted average grant date fair value (in dollars per share) | $ 1.93 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | (6.60%) | (0.60%) | 0.60% | (0.60%) |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities - Selected Cash Payments, Receipts, and Non-Cash Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2023 | Jun. 30, 2022 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 2,960 | $ 2,080 |
Cash paid for income taxes | 210 | 184 |
Non-cash activities: | ||
Issuance of shares pursuant to employee stock purchase plan | 680 | 0 |
Purchases of equipment in accounts payable | 252 | 255 |
Right of use assets arising from operating lease liabilities | $ 0 | $ (37) |
Commitments and Contingencies (
Commitments and Contingencies (Details) $ in Millions | 1 Months Ended | 6 Months Ended | ||
Dec. 07, 2022 USD ($) | Jan. 16, 2019 class_action | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) | |
Loss Contingencies [Line Items] | ||||
Payments for legal settlements | $ 0.2 | |||
Number of securities class actions | class_action | 2 | |||
Turn Therapeutics | ||||
Loss Contingencies [Line Items] | ||||
Long-term purchase commitment amount | $ 9.6 | |||
Research and Development Arrangement | Nordic Bioscience Clinical Development A/S | ||||
Loss Contingencies [Line Items] | ||||
Long-term purchase commitment amount | $ 10.2 |
Revenue - Schedule of Net Sales
Revenue - Schedule of Net Sales by Product Type (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) product | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) product | Jun. 30, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||||
Number of products | product | 2 | 2 | ||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 81,257 | $ 66,883 | $ 152,933 | $ 125,777 |
Advanced Wound Care | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 81,238 | 66,163 | 152,448 | 124,612 |
Tissue/Other | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 75,490 | 60,274 | 141,261 | 113,126 |
Cord | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 5,748 | 5,889 | 11,187 | 11,486 |
Section 351 | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 19 | 720 | $ 485 | 1,165 |
Other | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 100 | $ 100 |
Revenue - Schedule of Net Sal_2
Revenue - Schedule of Net Sales by Site Of Service (Details) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 USD ($) service_site | Jun. 30, 2022 USD ($) | Jun. 30, 2023 USD ($) service_site | Jun. 30, 2022 USD ($) | |
Revenue from Contract with Customer [Abstract] | ||||
Number of sites of service | service_site | 3 | 3 | ||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 81,257 | $ 66,883 | $ 152,933 | $ 125,777 |
Hospital | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 46,588 | 39,926 | 88,758 | 75,907 |
Private Office | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | 23,750 | 19,039 | 45,237 | 35,196 |
Other | ||||
Revenue, Major Customer [Line Items] | ||||
Net sales | $ 10,919 | $ 7,918 | $ 18,938 | $ 14,674 |
Segment Information - Narrative
Segment Information - Narrative (Details) | 6 Months Ended |
Jun. 30, 2023 segment | |
Segment Reporting [Abstract] | |
Number of reportable segments | 2 |
Segment Information -Net Sales
Segment Information -Net Sales and Segment Contribution for Each Reportable Segment (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2022 | Jun. 30, 2023 | Jun. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Net sales | $ 81,257 | $ 66,883 | $ 152,933 | $ 125,777 |
Cost of sales | 13,583 | 11,823 | 26,002 | 21,759 |
Selling, general and administrative expense | 51,925 | 55,793 | 104,202 | 105,363 |
Research and development expense | 8,497 | 5,512 | 14,993 | 11,476 |
Restructuring | 3,256 | 0 | 3,256 | 0 |
Amortization of intangible assets | 191 | 173 | 380 | 345 |
Investigation, restatement and related expense | 1,017 | 3,218 | 4,690 | 5,770 |
Operating income (loss) | 2,788 | (9,636) | (590) | (18,936) |
Supplemental information | ||||
Depreciation expense | 687 | 858 | 1,401 | 1,718 |
Share-based compensation | 4,060 | 4,428 | 8,405 | 8,426 |
Corporate & Other | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 796 | 789 | 1,843 | 1,354 |
Cost of sales | 847 | 985 | 1,934 | 1,792 |
Selling, general and administrative expense | 13,425 | 17,112 | 28,036 | 32,638 |
Research and development expense | 0 | 0 | 0 | 0 |
Restructuring | 0 | 0 | ||
Amortization of intangible assets | 191 | 173 | 380 | 345 |
Supplemental information | ||||
Depreciation expense | 220 | 360 | 482 | 720 |
Share-based compensation | 2,408 | 2,230 | 4,918 | 4,201 |
Wound & Surgical | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 80,461 | 66,094 | 151,090 | 124,423 |
Cost of sales | 12,736 | 10,838 | 24,068 | 19,967 |
Selling, general and administrative expense | 38,500 | 38,681 | 76,166 | 72,725 |
Research and development expense | 1,632 | 2,408 | 3,154 | 4,358 |
Restructuring | 0 | 0 | ||
Amortization of intangible assets | 0 | 0 | 0 | 0 |
Segment contribution | 27,593 | 14,167 | 47,702 | 27,373 |
Supplemental information | ||||
Depreciation expense | 395 | 459 | 784 | 914 |
Share-based compensation | 1,845 | 1,896 | 3,228 | 3,661 |
Regenerative Medicine | Operating Segments | ||||
Segment Reporting Information [Line Items] | ||||
Net sales | 0 | 0 | 0 | 0 |
Cost of sales | 0 | 0 | 0 | 0 |
Selling, general and administrative expense | 0 | 0 | 0 | 0 |
Research and development expense | 6,865 | 3,104 | 11,839 | 7,118 |
Restructuring | 3,256 | 3,256 | ||
Amortization of intangible assets | 0 | 0 | 0 | 0 |
Segment contribution | (10,121) | (3,104) | (15,095) | (7,118) |
Supplemental information | ||||
Depreciation expense | 72 | 39 | 135 | 84 |
Share-based compensation | $ (193) | $ 302 | $ 259 | $ 564 |
Restructuring (Details)
Restructuring (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2023 | Jun. 30, 2023 | Jun. 30, 2022 | Dec. 31, 2022 | |
Restructuring Cost and Reserve [Line Items] | ||||
Impairment of clinical trial assets | $ 2,130 | $ 0 | ||
Impairment of goodwill | $ 535 | 535 | $ 0 | |
Accrued contract termination costs | 567 | 567 | $ 0 | |
Regenerative Medicine | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Impairment of goodwill | 535 | 535 | ||
June 2023 Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Severance arrangements | 2,100 | 2,100 | ||
Impairment of clinical trial assets | 2,100 | 2,100 | ||
Termination of Contract | June 2023 Restructuring | ||||
Restructuring Cost and Reserve [Line Items] | ||||
Accrued contract termination costs | $ 600 | $ 600 |
Subsequent Events (Details)
Subsequent Events (Details) - shares | 6 Months Ended | |
Jul. 05, 2023 | Jun. 30, 2023 | |
Subsequent Event [Line Items] | ||
Options granted in period (in shares) | 3,600,000 | |
PSU | ||
Subsequent Event [Line Items] | ||
Granted (in shares) | 3,689,427 | |
PSU | Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 100% | |
RSU | ||
Subsequent Event [Line Items] | ||
Granted (in shares) | 3,156,544 | |
Subsequent Event | PSU | Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Granted (in shares) | 162,000 | |
Vesting period | 3 years | |
Subsequent Event | PSU | Chief Financial Officer | Minimum | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 50% | |
Subsequent Event | PSU | Chief Financial Officer | Maximum | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 150% | |
Subsequent Event | RSU | Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Granted (in shares) | 97,200 | |
Subsequent Event | RSU | Chief Financial Officer | Tranche One | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 33.33% | |
Subsequent Event | Stock options | Chief Financial Officer | ||
Subsequent Event [Line Items] | ||
Options granted in period (in shares) | 94,000 | |
Expiration period of options | 7 years | |
Subsequent Event | Stock options | Chief Financial Officer | Tranche One | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 25% | |
Subsequent Event | Stock options | Chief Financial Officer | Tranche Two | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 25% | |
Subsequent Event | Stock options | Chief Financial Officer | Tranche Three | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 25% | |
Subsequent Event | Stock options | Chief Financial Officer | Tranche Four | ||
Subsequent Event [Line Items] | ||
Vesting percentage | 25% |