Cover
Cover - shares | 6 Months Ended | |
Jun. 30, 2024 | Jul. 29, 2024 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35887 | |
Entity Registrant Name | MIMEDX GROUP, INC. | |
Entity Incorporation, State or Country Code | FL | |
Entity Tax Identification Number | 26-2792552 | |
Entity Address, Address Line One | 1775 West Oak Commons Ct NE | |
Entity Address, City or Town | Marietta | |
Entity Address, State or Province | GA | |
Entity Address, Postal Zip Code | 30062 | |
City Area Code | 770 | |
Local Phone Number | 651-9100 | |
Title of 12(b) Security | Common Stock, par value $0.001 per share | |
Trading Symbol | MDXG | |
Security Exchange Name | NASDAQ | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 146,809,007 | |
Entity Central Index Key | 0001376339 | |
Current Fiscal Year End Date | --12-31 | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Amendment Flag | false |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 69,037 | $ 82,000 |
Accounts receivable, net | 52,798 | 53,871 |
Inventory | 25,056 | 21,021 |
Prepaid expenses | 4,030 | 5,624 |
Other current assets | 3,097 | 1,745 |
Total current assets | 154,018 | 164,261 |
Property and equipment, net | 6,822 | 6,974 |
Right of use asset | 3,175 | 2,132 |
Deferred tax asset, net | 33,441 | 40,777 |
Goodwill | 19,441 | 19,441 |
Intangible assets, net | 12,047 | 5,257 |
Other assets | 1,239 | 205 |
Total assets | 230,183 | 239,047 |
Current liabilities: | ||
Current portion of long term debt | 1,000 | 1,000 |
Accounts payable | 7,603 | 9,048 |
Accrued compensation | 17,645 | 22,353 |
Accrued expenses | 9,281 | 9,361 |
Current portion of Profit Share Payments | 2,196 | 0 |
Current liabilities of discontinued operations | 217 | 1,352 |
Other current liabilities | 2,070 | 2,894 |
Total current liabilities | 40,012 | 46,008 |
Long term debt, net | 18,249 | 48,099 |
Other liabilities | 3,882 | 2,223 |
Total liabilities | 62,143 | 96,330 |
Commitments and contingencies (Note 12) | ||
Stockholders' equity | ||
Common stock; $0.001 par value; 250,000,000 shares authorized; 146,749,402 issued and outstanding at June 30, 2024 and 146,227,639 issued and outstanding at December 31, 2023 | 147 | 146 |
Additional paid-in capital | 274,685 | 276,249 |
Accumulated deficit | (106,792) | (133,678) |
Total stockholders' equity | 168,040 | 142,717 |
Total liabilities and stockholders’ equity | $ 230,183 | $ 239,047 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares | Jun. 30, 2024 | Dec. 31, 2023 |
Statement of Financial Position [Abstract] | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 250,000,000 | 250,000,000 |
Common stock, shares issued (in shares) | 146,749,402 | 146,227,639 |
Common stock, shares outstanding (in shares) | 146,749,402 | 146,227,639 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement [Abstract] | ||||
Net sales | $ 87,207 | $ 81,257 | $ 171,915 | $ 152,933 |
Cost of sales | 14,855 | 13,583 | 27,841 | 26,002 |
Gross profit | 72,352 | 67,674 | 144,074 | 126,931 |
Operating expenses: | ||||
Selling, general and administrative | 55,401 | 51,955 | 110,530 | 104,203 |
Research and development | 3,012 | 3,672 | 5,852 | 7,156 |
Investigation, restatement and related | (9,701) | 1,017 | (9,390) | 4,690 |
Amortization of intangible assets | 190 | 191 | 379 | 380 |
Impairment of intangible assets | 0 | 0 | 54 | 0 |
Operating income | 23,450 | 10,839 | 36,649 | 10,502 |
Other expense, net | ||||
Interest income (expense), net | 3 | (1,630) | (1,687) | (3,184) |
Other expense, net | (237) | (32) | (336) | (32) |
Income from continuing operations before income tax provision | 23,216 | 9,177 | 34,626 | 7,286 |
Income tax provision (expense) benefit from continuing operations | (5,595) | 74 | (7,944) | 23 |
Net income from continuing operations | 17,621 | 9,251 | 26,682 | 7,309 |
Income (loss) from discontinued operations, net of tax | 4 | (8,051) | 204 | (11,092) |
Net income (loss) | 17,625 | 1,200 | 26,886 | (3,783) |
Net income available to common stockholders from continuing operations | $ 17,621 | $ 7,523 | $ 26,682 | $ 3,898 |
Basic net income (loss) per common share: | ||||
Continuing operations - basic (in dollars per share) | $ 0.12 | $ 0.07 | $ 0.18 | $ 0.04 |
Discontinued operations - basic (in dollars per share) | 0 | (0.07) | 0 | (0.10) |
Basic net income (loss) per common share (in dollars per share) | 0.12 | 0 | 0.18 | (0.06) |
Diluted net income (loss) per common share: | ||||
Continuing operations- diluted(in dollars per share) | 0.12 | 0.06 | 0.18 | 0.04 |
Discontinued operations- diluted (in dollars per share) | 0 | (0.05) | 0 | (0.10) |
Diluted net (loss) income per common share (in dollars per share) | $ 0.12 | $ 0.01 | $ 0.18 | $ (0.06) |
Weighted average common shares outstanding - basic (in shares) | 147,326,273 | 115,866,371 | 147,033,879 | 115,136,646 |
Weighted average shares outstanding - diluted (in shares) | 148,897,920 | 146,862,924 | 149,211,012 | 115,849,854 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands | Total | Common Stock Issued | Additional Paid - In Capital | Treasury Stock | Accumulated Deficit |
Balance beginning of period (in shares) at Dec. 31, 2022 | 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 | ||||
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 | 0 | 193 | $ (193) | ||
Restricted stock canceled/forfeited (in shares) | 62,255 | ||||
Net income (loss) | (3,783) | (3,783) | |||
Balance end of period (in shares) at Jun. 30, 2023 | 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 | 0 | 14 | $ (14) | ||
Restricted stock canceled/forfeited (in shares) | 4,151 | ||||
Net income (loss) | 1,200 | 1,200 | |||
Balance end of period (in shares) at Jun. 30, 2023 | 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 Dec. 31, 2023 | 146,227,639 | 146,227,639 | |||
Balance, beginning of period at Dec. 31, 2023 | $ 142,717 | $ 146 | 276,249 | $ 0 | (133,678) |
Treasury stock, beginning balance (in shares) at Dec. 31, 2023 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 8,431 | 8,431 | |||
Exercise of stock options (in shares) | 146,020 | ||||
Exercise of stock options | 1,010 | 1,010 | |||
Employee stock purchase plan (in shares) | 121,783 | ||||
Employee stock purchase plan | 797 | 797 | |||
Issuance of restricted stock, net | (2,501) | $ 2 | (2,503) | ||
Issuance of restricted stock, net (in shares) | 1,453,960 | ||||
Shares received in settlement of litigation (in shares) | (1,200,000) | ||||
Shares received in settlement of litigation | (9,300) | $ (1) | (9,299) | ||
Net income (loss) | $ 26,886 | 26,886 | |||
Balance end of period (in shares) at Jun. 30, 2024 | 146,749,402 | 146,749,402 | |||
Balance, end of period at Jun. 30, 2024 | $ 168,040 | $ 147 | 274,685 | $ 0 | (106,792) |
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | 0 | ||||
Balance beginning of period (in shares) at Mar. 31, 2024 | 147,528,596 | ||||
Balance, beginning of period at Mar. 31, 2024 | 155,731 | $ 148 | 280,000 | $ 0 | (124,417) |
Treasury stock, beginning balance (in shares) at Mar. 31, 2024 | 0 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Share-based compensation expense | 4,091 | 4,091 | |||
Exercise of stock options (in shares) | 36,100 | ||||
Exercise of stock options | 244 | 244 | |||
Issuance of restricted stock, net | (351) | ||||
Issuance of restricted stock, net (in shares) | 384,706 | ||||
Shares received in settlement of litigation (in shares) | (1,200,000) | ||||
Shares received in settlement of litigation | (9,300) | $ (1) | (9,299) | ||
Net income (loss) | $ 17,625 | 17,625 | |||
Balance end of period (in shares) at Jun. 30, 2024 | 146,749,402 | 146,749,402 | |||
Balance, end of period at Jun. 30, 2024 | $ 168,040 | $ 147 | $ 274,685 | $ 0 | $ (106,792) |
Treasury stock, ending balance (in shares) at Jun. 30, 2024 | 0 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income from continuing operations | $ 26,682 | $ 7,309 |
Adjustments to reconcile net income (loss) from continuing operations to net cash flows provided by operating activities from continuing operations: | ||
Fair value of shares received in settlement of litigation | (9,300) | 0 |
Share-based compensation | 8,431 | 8,185 |
Change in deferred income taxes | 7,337 | 0 |
Loss on extinguishment of debt | 1,401 | 0 |
Depreciation | 1,135 | 1,401 |
Amortization of intangible assets | 761 | 380 |
Non-cash lease expenses | 641 | 658 |
Bad debt expense | 419 | 289 |
Other | 507 | 289 |
Increase (decrease) in cash resulting from changes in: | ||
Accounts receivable | 654 | (6,170) |
Inventory | (3,604) | (3,633) |
Prepaid expenses | 1,594 | 3,632 |
Other assets | (1,464) | 226 |
Accounts payable | (1,078) | 263 |
Accrued compensation | (4,709) | 77 |
Accrued expenses | 751 | 239 |
Other liabilities | (1,436) | (578) |
Net cash flows provided by operating activities from continuing operations | 28,722 | 12,567 |
Net cash flows used in operating activities from discontinued operations | (930) | (8,840) |
Net cash flows provided by operating activities | 27,792 | 3,727 |
Cash flows from investing activities: | ||
Consideration paid pursuant to TELA APA (Note 12) | (5,366) | 0 |
Purchases of equipment | (1,249) | (932) |
Patent application costs | (314) | (93) |
Net cash flows used in investing activities | (6,929) | (1,025) |
Cash flows from financing activities: | ||
Proceeds from Citizens Revolving Credit Facility | 30,000 | 0 |
Proceeds from Citizens Term Loan Facility | 19,783 | 0 |
Prepayment premium on Hayfin term loan | (500) | 0 |
Deferred financing cost | (1,101) | 0 |
Repayment of Hayfin term loan | (50,000) | 0 |
Repayment of Citizens Revolving Credit Facility | (30,000) | 0 |
Principal payments on Citizens Term Loan Facility | (500) | 0 |
Proceeds from exercise of stock options | 1,010 | 20 |
Stock repurchased for tax withholdings on vesting of restricted stock | (2,501) | 0 |
Principal payments on finance lease | (17) | (20) |
Net cash flows used in financing activities | (33,826) | 0 |
Net change in cash | (12,963) | 2,702 |
Cash and cash equivalents, beginning of period | 82,000 | 65,950 |
Cash and cash equivalents, end of period | $ 69,037 | $ 68,652 |
Nature of Business
Nature of Business | 6 Months Ended |
Jun. 30, 2024 | |
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 focused on helping humans heal. With more than a decade of helping clinicians manage chronic and other hard-to-heal wounds, MIMEDX is dedicated to providing a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare. The Company’s vision is to be the leading global provider of healing solutions through relentless innovation to restore quality of life. All of the Company’s products sold in the United States are regulated by the United States Food and Drug Administration ( “FDA” ). The Company’s product portfolio and product development focuses on Wound and Surgical markets. The Company’s business is focused primarily on the United States, but the Company also has an emerging commercial presence in several international locations, including Japan. |
Significant Accounting Policies
Significant Accounting Policies | 6 Months Ended |
Jun. 30, 2024 | |
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, 2023 (the “ 2023 Form 10-K ”), filed with the Securities and Exchange Commission (“ SEC ”) on February 28, 2024 for a description of all significant accounting policies. Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) 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, 2024 and 2023 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2023 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 2023 Form 10-K. Reclassifications Current portion of long term debt of $1.0 million as of December 31, 2023, which was presented in other current liabilities in previously-issued financial statements, has been reclassified to be presented in a separate line item, still within current liabilities, in the June 30, 2024 balance sheet presentation. 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 useful lives for intangible assets, estimates of loss for contingent liabilities, estimate of allowance for doubtful accounts, estimates of fair value and the probable achievement of share-based payments, estimates of returns and allowances, estimate of fair value of Profit Share Payments (as defined below), and valuation of deferred tax assets. Intangible Assets, Net Intangible assets are assets which lack physical substance and grant the Company with a legal right or are capable of being separated and sold. Intangible assets acquired outside of a business combination are capitalized based on the cost to acquire the assets, allocated pro rata based on the fair value of the individual assets acquired. Any contingent consideration issued in connection with the acquisition of assets is capitalized at the time at which all contingencies regarding its payment are resolved. The Company amortizes the capitalized cost of finite-lived intangible assets over a period generally reflective of the anticipated contributions to cash flow generation. Amortization of intangible assets is recorded as part of cost of sales or operating expenses in the unaudited condensed consolidated statements of operations depending on the nature of the underlying intangible asset and its use in the Company’s operations. Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2023-07, “ Segment Reporting: Improvements to Reportable Segment Disclosures (Topic 280) ”. The standard improves disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. Additionally, ASU 2023-07 extends the disclosure requirements under Accounting Standards Codification (“ ASC ”) Topic 280 to entities with a single reportable segment. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact of this standard on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Improvement to Income Tax Disclosures (Topic 740) ”, which requires additional disclosures for income tax rate reconciliations, income taxes paid, and certain other tax disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Adoption is required for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. All other ASUs issued and not yet effective as of June 30, 2024, 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 current and future financial position and results of operations. |
Accounts Receivable, Net
Accounts Receivable, Net | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Accounts Receivable, Net | Accounts Receivable, Net Accounts receivable, net, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accounts receivable, gross $ 56,067 $ 57,015 Less: allowance for doubtful accounts (3,269) (3,144) Accounts receivable, net $ 52,798 $ 53,871 Activity related to the Company’s allowance for doubtful accounts for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): 2024 2023 Balance at January 1 $ 3,144 $ 3,783 Bad debt expense (reversal) 199 (60) Write-offs (77) (122) Balance at March 31 $ 3,266 $ 3,601 Bad debt expense 220 349 Write-offs (217) (1,754) Balance at June 30 $ 3,269 $ 2,196 |
Inventory
Inventory | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Inventory | Inventory Inventory consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials $ 856 $ 825 Work in process 9,909 8,521 Finished goods 14,291 11,675 Inventory $ 25,056 $ 21,021 |
Property and Equipment, Net
Property and Equipment, Net | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 December 31, 2023 Laboratory and clean room equipment $ 15,321 $ 13,954 Furniture and equipment 1,977 1,989 Leasehold improvements 8,150 8,141 Construction in progress 1,093 1,791 Asset retirement cost 885 938 Finance lease right-of-use asset 189 189 Property and equipment, gross 27,615 27,002 Less: accumulated depreciation and amortization (20,793) (20,028) Property and equipment, net $ 6,822 $ 6,974 |
Intangible Assets, Net
Intangible Assets, Net | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets, Net | Intangible Assets, Net Intangible assets, net, are summarized as follows (in thousands): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets Patents and know-how $ 9,989 $ (8,127) $ 1,862 $ 10,039 $ (7,818) $ 2,221 Licenses 1,000 (79) 921 1,000 (54) $ 946 Distribution rights 7,653 (382) 7,271 — — — Total amortized intangible assets $ 18,642 $ (8,588) $ 10,054 $ 11,039 $ (7,872) $ 3,167 Unamortized intangible assets: Tradenames and trademarks $ 1,008 $ 1,008 $ 1,008 $ 1,008 Patents in Process 985 985 1,082 1,082 Total intangible assets $ 20,635 $ 12,047 $ 13,129 $ 5,257 The Company recognized $0.1 million of impairment of intangible assets during the six months ended June 30, 2024 related to patents which were abandoned. Expected future amortization of intangible assets as of June 30, 2024, is as follows (in thousands): Year ending December 31, Estimated 2024 (excluding the six months ended June 30, 2024) $ 1,208 2025 1,883 2026 1,729 2027 1,728 2028 1,726 Thereafter 1,780 Total amortized intangible assets $ 10,054 |
Accrued Expenses
Accrued Expenses | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Accrued Expenses | Accrued Expenses Accrued expenses consisted of the following (in thousands): June 30, 2024 December 31, 2023 Commissions to sales agents $ 3,068 $ 4,136 Accrued rebates 1,327 745 Legal and settlement costs 1,483 834 Estimated sales returns 1,043 1,096 Accrued group purchasing organization fees 626 1,338 Accrued travel 858 433 Other 876 779 Accrued expenses $ 9,281 $ 9,361 |
Long Term Debt, Net
Long Term Debt, Net | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Long Term Debt, Net | Long Term Debt, Net Citizens Credit Agreement On January 19, 2024 (the “ Closing Date ”), the Company entered into a Credit Agreement (the “ Citizens Credit Agreement ”) with certain lenders party thereto, and Citizens Bank, N.A., as administrative agent (the “ Agent ”). The Citizens Credit Agreement provides for senior secured credit facilities in an aggregate principal amount of up to $95.0 million consisting of: (i) a $75.0 million senior secured revolving credit facility (the “ Revolving Credit Facility ”) with a $10.0 million letter of credit sublimit and a $10.0 million swingline loan sublimit, and (ii) a $20.0 million senior secured term loan facility (the “ Term Loan Facility ” and, together with the Revolving Credit Facility, the “ Credit Facilities ”). All obligations are required to be paid in full on January 19, 2029 (the “ Maturity Date ”). The Company has the option to obtain one or more incremental Term Loan Facilities and/or increase the commitments under the Revolving Credit Facility in an aggregate principal amount equal to the greater of (i) $50.0 million and (ii) 1.00 times the Company’s Consolidated EBITDA (as defined therein), each subject to the existing or any new lenders’ election to extend additional term loans or revolving commitments. At the Company’s option, borrowings under the Citizens Credit Agreement (other than any swingline loan) will bear interest at a rate per annum equal to (i) the Alternate Base Rate, as defined therein, or (ii) a Term SOFR as defined therein, in each case plus an applicable margin ranging from 1.25% and 2.50% with respect to Alternate Base Rate borrowings and 2.25% and 3.50% for Term SOFR borrowings, plus a fallback provision of 0.1%. Swingline loans will bear interest at a rate per annum equal to one-month Term SOFR plus the applicable margin. The applicable margin will be determined based on the Company’s consolidated total net leverage ratio. The Company is required to pay a quarterly commitment fee on any unused portion of the Revolving Credit Facility, letter of credit fees, and other customary fees to the Agent and the Lenders. The Term Loan Facility will amortize on a quarterly basis at 1.25% (for year one and two), 1.88% (for year three and four), and 2.5% (for year five) based on the aggregate principal amount outstanding under the Term Loan Facility on the Closing Date, with the remainder due on the Maturity Date. The Company must make mandatory prepayments in connection with certain asset dispositions and casualty events, subject in each case to customary reinvestment rights. The Company may prepay borrowings under the Credit Facilities at any time, without premium or penalty, and may, at its option, reduce the aggregate unused commitments under the Revolving Credit Facility in whole or in part, in each case subject to the terms of the Credit Agreement. The Company must also comply with certain financial covenants, including a maximum total net leverage ratio and a minimum consolidated fixed charge coverage ratio, as well as other customary restrictive covenants. As of June 30, 2024, the Company is in compliance with all covenants under the Citizens Credit Agreement. On the Closing Date, the Company borrowed $30.0 million under the Revolving Credit Facility and $20.0 million under the Term Loan Facility. Proceeds from the initial drawings under the Credit Facilities together with cash on hand were used to repay in full the $50.0 million principal amount and other outstanding obligations under the Company’s prior senior secured term loan with Hayfin (the “Hayfin Term Loan ”) and to pay related fees, premiums, costs and expenses. The Company recorded a loss on extinguishment of debt of $1.4 million. This amount is reflected as a part of interest expense, net on the unaudited condensed consolidated statement of operations for the six months ended June 30, 2024. The composition of the loss on extinguishment of debt was as follows (amounts in thousands): January 19, 2024 Unamortized deferred financing costs $ 781 Unamortized original issue discount 120 Prepayment premium 500 Loss on extinguishment of debt $ 1,401 In addition, on February 27, 2024, the Company repaid the initial $30.0 million drawing under the Revolving Credit Facility and had no outstanding borrowings under this facility as of June 30, 2024. Deferred financing costs and original issue discount allocated to the Revolving Credit Facility are amortized straight-line through the expiration of the commitment term. The Revolving Credit Facility is currently subject to a commitment fee of 0.25% per annum of the amount undrawn, which is recognized as interest expense. Original issue discount and deferred financing costs incurred as part of the Credit Facilities were allocated between the Term Loan Facility and the Revolving Credit Facility on the basis of the maximum potential principal outstanding permitted under the Citizens Credit Agreement. The allocation of the deferred financing costs and original issue discount between the Term Loan Facility and the Revolving Credit Facility were as follows (in thousands): January 19, 2024 Term Loan Facility Revolving Credit Facility Total Long term debt, net Other assets Original issue discount $ 224 $ 839 $ 1,063 Deferred financing costs 54 202 256 The balances of the Term Loan Facility as of June 30, 2024 and the Hayfin Term Loan as of December 31, 2023 were as follows (in thousands): June 30, 2024 December 31, 2023 Current portion of long term debt Long term debt, net Current portion of long term debt Long term debt, net Outstanding principal $ 1,000 $ 18,500 $ 1,000 $ 49,000 Deferred financing costs — (47) — (781) Original issue discount — (204) — (120) Long term debt, net $ 1,000 $ 18,249 $ 1,000 $ 48,099 The Term Loan Facility bears interest at a rate per annum equal to (i) the Alternate Base Rate, as defined therein, or (ii) a Term SOFR, as defined therein, in each case plus an applicable margin ranging from 1.25% and 2.50% with respect to Alternate Base Rate borrowings and 2.25% and 3.50% for Term SOFR borrowings, plus a fallback provision of 0.1%. The applicable margin is determined based on the Company’s consolidated total net leverage ratio. The Term Loan Facility carried an interest rate of 7.9% as of June 30, 2024. Interest expense related to the Term Loan Facility and the Hayfin 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, 2024 2023 2024 2023 Stated interest $ 396 $ 1,505 1,057 $ 2,956 Amortization of deferred financing costs 4 108 34 212 Accretion of original issue discount 11 17 24 33 Interest expense $ 411 $ 1,630 $ 1,115 $ 3,201 Interest expense related to the Revolving Credit Facility included in Interest income (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, 2024 2024 Commitment fee $ 47 $ 78 Amortization of deferred financing costs 16 32 Accretion of original issue discount 42 84 Interest expense $ 105 $ 194 A summary of principal payments due on the Term Loan Facility, by year, from June 30, 2024 through maturity are as follows (in thousands): Year ending December 31, Principal 2024 (excluding the six months ended June 30, 2024) $ 500 2025 1,000 2026 1,500 2027 1,500 2028 2,000 Thereafter 13,000 Outstanding principal $ 19,500 As of June 30, 2024, the fair value of the Term Loan Facility was $19.1 million. This valuation was calculated based on a series of Level 2 and Level 3 inputs, including a discount rate based on the credit risk spread of debt instruments of similar risk character in reference to U.S. Treasury instruments with similar maturities, with an incremental risk premium for risk factors specific to the Company. Fair value was calculated by discounting the remaining cash flows associated with the Term Loan Facility to June 30, 2024 using this discount rate. |
Net Income (Loss) Per Common Sh
Net Income (Loss) Per Common Share | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Net Income (Loss) Per Common Share | Net Income (Loss) Per Common Share Net 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 income (loss) to net income (loss) available to common stockholders and calculation of basic net income (loss) per common share for each of the three and six months ended June 30, 2024 and 2023 (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income from continuing operations $ 17,621 $ 9,251 $ 26,682 $ 7,309 Income (loss) from discontinued operations, net of tax 4 (8,051) 204 (11,092) Net income (loss) 17,625 1,200 26,886 (3,783) Accumulated dividend on previously converted Series B Preferred Stock — 1,728 — 3,411 Net income available to common stockholders from continuing operations $ 17,621 $ 7,523 $ 26,682 $ 3,898 Weighted average common shares outstanding 147,326,273 115,866,371 147,033,879 115,136,646 Basic net income (loss) per common share: Continuing operations $ 0.12 $ 0.07 $ 0.18 $ 0.04 Discontinued operations 0.00 (0.07) 0.00 (0.10) Basic net income (loss) per common share $ 0.12 $ 0.00 $ 0.18 $ (0.06) Diluted Net Income (Loss) Per Common Share The following table sets forth the computation of diluted net income (loss) per common share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income available to common stockholders from continuing operations $ 17,621 $ 7,523 $ 26,682 $ 3,898 Adjustments: Dividends on Series B Preferred Stock — 1,728 — 3,411 Less: antidilutive adjustments — — — (3,411) Total adjustments — 1,728 — — Numerator Net income available to common stockholders from continuing operations 17,621 9,251 26,682 3,898 Income (loss) from discontinued operations, net of tax 4 (8,051) 204 (11,092) Weighted average shares outstanding 147,326,273 115,866,371 147,033,879 115,136,646 Adjustments: Potential common shares (a) Series B Preferred Stock — 29,997,271 — — Restricted stock unit awards 1,076,243 943,659 1,635,983 674,215 Outstanding stock options 423,756 5,190 477,572 65 Performance stock unit awards 59,092 16,189 57,335 11,486 Employee stock purchase plan 12,556 — 6,243 2,870 Restricted stock awards — 34,244 — 24,572 Total adjustments 1,571,647 30,996,553 2,177,133 713,208 Weighted average shares outstanding adjusted for potential common shares 148,897,920 146,862,924 149,211,012 115,849,854 Diluted net income (loss) per common share: Continuing operations $ 0.12 $ 0.06 $ 0.18 $ 0.04 Discontinued operations 0.00 (0.05) 0.00 (0.10) Diluted net income (loss) per common share $ 0.12 $ 0.01 $ 0.18 $ (0.06) (a) Weighted average common shares outstanding for the calculation of diluted net income (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, 2024 2023 2024 2023 Series B Preferred Stock — — — 29,559,946 |
Income Taxes
Income Taxes | 6 Months Ended |
Jun. 30, 2024 | |
Income Tax Disclosure [Abstract] | |
Income Taxes | Income Taxes On a continuing operations basis, the effective tax rates for the Company were 24.1% and (0.8)% for the three months ended June 30, 2024 and 2023, respectively. On a continuing operating basis, the effective tax rates for the Company were 22.9% and (0.3)% for the six months ended June 30, 2024 and 2023. Effective tax rates for the three and six months ended June 30, 2023 were impacted by a full valuation allowance against its deferred tax assets. During the fourth quarter of 2023, the Company noted that it was no longer in a cumulative three-year loss on a continuing operations basis, after excluding the effects of permanent book-tax differences. The absence of such negative evidence, coupled with its expectations for future taxable income generation, led to a change in the Company’s assessment of the realizability of its deferred tax assets. Consequently, effective tax rates for the three and six months ended June 30, 2024 were not influenced by a valuation allowance. |
Supplemental Disclosure of Cash
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities | 6 Months Ended |
Jun. 30, 2024 | |
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, 2024 2023 Cash paid for interest $ 1,853 $ 2,960 Cash paid for income taxes 1,979 210 Non-cash activities: Fair value of shares received in settlement of litigation 9,300 — Minimum Profit Share Payments pursuant to TELA APA 2,731 — Right of use assets arising from operating lease liabilities 1,820 — Issuance of shares pursuant to employee stock purchase plan 797 680 Purchases of equipment in accounts payable — 252 |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2024 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | Commitments and Contingencies TELA and Regenity Agreements On March 15, 2024, the Company entered into an Asset Purchase Agreement (the “ TELA APA ”) with TELA Bio, Inc. ( “TELA” ) to obtain exclusive rights to sell and market a 510(k)-cleared collagen particulate xenograft product in the United States. TELA held these rights pursuant to a Manufacturing and Supply Agreement (the “TELA-Regenity Supply Agreement” ) between TELA and Regenity Biosciences, Inc. (“ Regenity ”), which retains all intellectual property rights and regulatory clearances related to the product. Pursuant to the TELA APA, the Company paid $5.0 million of initial consideration to TELA; additionally, the Company paid $0.4 million to acquire TELA’s remaining product inventory, and will be required to make additional payments (the “ Profit Share Payments ”) of between a minimum of $3.0 million and a maximum of $7.0 million based on MIMEDX’s net sales of the product over the two years following its commercialization of the product, which occurred during the second quarter of 2024. In connection with the execution of the TELA APA, the Company was able to renegotiate the terms of the TELA-Regenity Supply Agreement, ultimately replacing it with a new Manufacturing and Supply Agreement (the “ Supply Agreement ”) with Regenity. The Supply Agreement maintains MIMEDX’s exclusive right to sell and market the product in the United States. The transaction was accounted for as an acquisition of assets, as substantially all the fair value of the acquired assets was concentrated in the acquired exclusive distribution rights. The cost to acquire the assets on the transaction date was $8.1 million, reflecting the $5.0 million of initial consideration, $0.4 million to acquire inventory, and $2.7 million, which represented the fair value of the minimum amount of the Profit Share Payments. These costs were allocated amongst the assets acquired. The Company assigned $7.6 million to the distribution rights acquired and $0.5 million to inventory. The amount ascribed to the distribution rights will be amortized over five years, generally reflective of the period of time over which the distribution rights are anticipated to contribute to cash flow generation. Any Profit Share Payments exceeding the $3.0 million minimum will be capitalized in the period incurred as a part of the acquired assets and amortized over the remaining life of such assets. As of June 30, 2024, the fair value for the minimum amount of Profit Share Payments was $2.8 million. This amount reflects the anticipated timing of such Profit Share Payments, discounted to present value at a discount rate approximating the Company’s borrowing rate plus a risk premium, all of which reflect Level 3 inputs. Of the minimum Profit Share Payment, $2.2 million is anticipated to be paid within twelve months of that date. The remaining balance is reflected in other liabilities. 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, 2024 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 2023 Form 10-K. The Company has accrued $0.3 million for potential losses related to legal matters as of June 30, 2024. The Company made no payments toward the resolution of legal matters involving the Company during the six months ended June 30, 2024. The Company paid $0.2 million during the six months ended June 30, 2023. In addition, the Company received 1.2 million shares of its own common stock in the settlement of certain legal matters. The Company accounted for the repayment of shares as a loss recovery, as the repayment related to the recoupment of legal fees previously incurred, but not in excess of the amount originally recorded. The Company recorded $9.3 million, reflecting the fair value of the returned shares on the date of the prevailing agreement, as a reduction to investigation, restatement and related expense on the unaudited condensed consolidated statements of operations, where the legal fees to which this recovery originally related were recorded as they were incurred, for the three and six months ended June 30, 2024. The following is a description of certain litigation and regulatory matters to which the Company is a party: Welker v. MiMedx, et. al. On November 4, 2022, Troy Welker and Min Turner, former optionholders 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. On motion by the Company, the case was moved to the Fulton County Business Court. The Company and the individual defendants filed answers and motions to dismiss, which were denied on the RICO claims, but granted with respect to the breach of fiduciary duty claims against the individual defendants. The parties have subsequently reached a settlement in principle to resolve all claims. 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. On March 26, 2024, the Company filed an amended complaint against only Petit as the Company previously reached a settlement with Taylor. During the three months ended June 30, 2024, Petit and the Company resolved and settled all legal claims against one another. AXIOFILL The Company received a determination letter in March 2024 reaffirming the FDA’s position that AXIOFILL does not meet the regulatory classification requirements of a Human Cell, Tissue or Cellular or Tissue-based Product under Section 361 of the Public Health Service Act. The Company strongly disagrees with this determination and has filed suit in the U.S. District Court for the Northern District of Georgia against the FDA on this matter. |
Revenue
Revenue | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Revenue | Revenue Net Sales by Site of Service MIMEDX has three main sites of service for its products (1) Hospital settings and wound care clinics, which are stable reimbursement settings in which products are used for both wound and surgical applications, (2) Private offices, which generally represents doctors and practitioners with independent operations treating wound patients, and (3) Other, which includes federal facilities, international sales, and other sites of service using products for both wound and surgical applications. Below is a summary of net sales by site of service (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Hospital $ 47,382 $ 46,588 $ 91,139 $ 88,758 Private Office 26,956 23,750 57,288 45,237 Other 12,869 10,919 23,488 18,938 Total $ 87,207 $ 81,257 $ 171,915 $ 152,933 Net Sales by Product Category MIMEDX has two product categories: (1) Wound, which reflects products typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds, and (2) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or to protect and reinforce tissues and/or regions of interest. The Company manages its product portfolio and pipeline, based upon opportunities in each of these settings. Below is a summary of net sales by product line (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Wound $ 57,547 $ 53,318 $ 114,595 $ 98,526 Surgical 29,660 27,939 57,320 54,407 Total $ 87,207 $ 81,257 $ 171,915 $ 152,933 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, 2024 or 2023. |
Discontinued Operations
Discontinued Operations | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Discontinued Operations | Discontinued Operations Disbanding of Regenerative Medicine Business Unit In the second quarter of 2023, the Company announced the disbanding of its Regenerative Medicine reportable segment and the suspension of its Knee Osteoarthritis clinical trial program. The announcement reflected the abandonment of the Company’s efforts to pursue a Biological License Application for its micronized dehydrated human amnion chorion membrane product and a major definitive strategic shift in the Company’s focus towards its continuing commercial pipeline as its primary source of value creation. The Company completed the regulatory obligations associated with the clinical trial during the fourth quarter of 2023, at which time material run-off operations had ceased and Regenerative Medicine met the criteria for presentation as a discontinued operation. Financial Statement Impact of Discontinued Operations The income and expenses of the discontinued operation have been classified as income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Selling, general and administrative expense (4) (29) (4) — Research and development expense — 4,825 (200) 7,837 Restructuring expense — 3,255 — 3,255 Income (loss) from discontinued operations $ 4 $ (8,051) $ 204 $ (11,092) |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Pay vs Performance Disclosure | ||||
Net Income (Loss) | $ 17,625 | $ 1,200 | $ 26,886 | $ (3,783) |
Insider Trading Arrangements
Insider Trading Arrangements | 3 Months Ended |
Jun. 30, 2024 | |
Trading Arrangements, by Individual | |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Significant Accounting Polici_2
Significant Accounting Policies (Policies) | 6 Months Ended |
Jun. 30, 2024 | |
Accounting Policies [Abstract] | |
Basis of Presentation | Basis of Presentation The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“ GAAP ”) 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, 2024 and 2023 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2023 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 2023 Form 10-K. |
Reclassifications | Reclassifications Current portion of long term debt of $1.0 million as of December 31, 2023, which was presented in other current liabilities in previously-issued financial statements, has been reclassified to be presented in a separate line item, still within current liabilities, in the June 30, 2024 balance sheet presentation. |
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 useful lives for intangible assets, estimates of loss for contingent liabilities, estimate of allowance for doubtful accounts, estimates of fair value and the probable achievement of share-based payments, estimates of returns and allowances, estimate of fair value of Profit Share Payments (as defined below), and valuation of deferred tax assets. |
Intangible Assets, Net | Intangible Assets, Net Intangible assets are assets which lack physical substance and grant the Company with a legal right or are capable of being separated and sold. Intangible assets acquired outside of a business combination are capitalized based on the cost to acquire the assets, allocated pro rata based on the fair value of the individual assets acquired. Any contingent consideration issued in connection with the acquisition of assets is capitalized at the time at which all contingencies regarding its payment are resolved. The Company amortizes the capitalized cost of finite-lived intangible assets over a period generally reflective of the anticipated contributions to cash flow generation. Amortization of intangible assets is recorded as part of cost of sales or operating expenses in the unaudited condensed consolidated statements of operations depending on the nature of the underlying intangible asset and its use in the Company’s operations. |
Recently Issued Accounting Standards Not Yet Adopted | Recently Issued Accounting Standards Not Yet Adopted In November 2023, the Financial Accounting Standards Board (“ FASB ”) issued Accounting Standards Update (“ ASU ”) 2023-07, “ Segment Reporting: Improvements to Reportable Segment Disclosures (Topic 280) ”. The standard improves disclosures about a public entity’s reportable segments and addresses requests from investors for additional, more detailed information about a reportable segment’s expenses. Additionally, ASU 2023-07 extends the disclosure requirements under Accounting Standards Codification (“ ASC ”) Topic 280 to entities with a single reportable segment. ASU 2023-07 is effective for annual reporting periods beginning after December 15, 2023, and interim periods in fiscal years beginning after December 15, 2024. As of June 30, 2024, the Company is evaluating the impact of this standard on its consolidated financial statements. In December 2023, the FASB issued ASU 2023-09, “ Improvement to Income Tax Disclosures (Topic 740) ”, which requires additional disclosures for income tax rate reconciliations, income taxes paid, and certain other tax disclosures. ASU 2023-09 is intended to enhance the transparency and decision usefulness of income tax disclosures. The amendments in ASU 2023-09 address investor requests for enhanced income tax information primarily through changes to the rate reconciliation and income taxes paid information. Adoption is required for annual periods beginning after December 15, 2024. The Company is currently evaluating the impact of this standard on its consolidated financial statements and related disclosures. All other ASUs issued and not yet effective as of June 30, 2024, 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 current and future financial position and results of operations. |
Accounts Receivable, Net (Table
Accounts Receivable, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Receivables [Abstract] | |
Schedule of Accounts Receivable | Accounts receivable, net, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Accounts receivable, gross $ 56,067 $ 57,015 Less: allowance for doubtful accounts (3,269) (3,144) Accounts receivable, net $ 52,798 $ 53,871 |
Schedule of Activity Related to the Allowance for Doubtful Accounts | Activity related to the Company’s allowance for doubtful accounts for the three and six months ended June 30, 2024 and 2023 were as follows (in thousands): 2024 2023 Balance at January 1 $ 3,144 $ 3,783 Bad debt expense (reversal) 199 (60) Write-offs (77) (122) Balance at March 31 $ 3,266 $ 3,601 Bad debt expense 220 349 Write-offs (217) (1,754) Balance at June 30 $ 3,269 $ 2,196 |
Inventory (Tables)
Inventory (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventory | Inventory consisted of the following (in thousands): June 30, 2024 December 31, 2023 Raw materials $ 856 $ 825 Work in process 9,909 8,521 Finished goods 14,291 11,675 Inventory $ 25,056 $ 21,021 |
Property and Equipment, Net (Ta
Property and Equipment, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Property, Plant and Equipment [Abstract] | |
Schedule of Property and Equipment | Property and equipment, net, consisted of the following (in thousands): June 30, 2024 December 31, 2023 Laboratory and clean room equipment $ 15,321 $ 13,954 Furniture and equipment 1,977 1,989 Leasehold improvements 8,150 8,141 Construction in progress 1,093 1,791 Asset retirement cost 885 938 Finance lease right-of-use asset 189 189 Property and equipment, gross 27,615 27,002 Less: accumulated depreciation and amortization (20,793) (20,028) Property and equipment, net $ 6,822 $ 6,974 |
Intangible Assets, Net (Tables)
Intangible Assets, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets Activity Summary - Indefinite-lived | Intangible assets, net, are summarized as follows (in thousands): June 30, 2024 December 31, 2023 Gross Carrying Amount Accumulated Amortization Net Carrying Amount Gross Carrying Amount Accumulated Amortization Net Carrying Amount Amortized intangible assets Patents and know-how $ 9,989 $ (8,127) $ 1,862 $ 10,039 $ (7,818) $ 2,221 Licenses 1,000 (79) 921 1,000 (54) $ 946 Distribution rights 7,653 (382) 7,271 — — — Total amortized intangible assets $ 18,642 $ (8,588) $ 10,054 $ 11,039 $ (7,872) $ 3,167 Unamortized intangible assets: Tradenames and trademarks $ 1,008 $ 1,008 $ 1,008 $ 1,008 Patents in Process 985 985 1,082 1,082 Total intangible assets $ 20,635 $ 12,047 $ 13,129 $ 5,257 |
Schedule of Estimated Future Amortization Expense for Intangible Assets | Expected future amortization of intangible assets as of June 30, 2024, is as follows (in thousands): Year ending December 31, Estimated 2024 (excluding the six months ended June 30, 2024) $ 1,208 2025 1,883 2026 1,729 2027 1,728 2028 1,726 Thereafter 1,780 Total amortized intangible assets $ 10,054 |
Accrued Expenses (Tables)
Accrued Expenses (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Payables and Accruals [Abstract] | |
Schedule of Accrued Liabilities | Accrued expenses consisted of the following (in thousands): June 30, 2024 December 31, 2023 Commissions to sales agents $ 3,068 $ 4,136 Accrued rebates 1,327 745 Legal and settlement costs 1,483 834 Estimated sales returns 1,043 1,096 Accrued group purchasing organization fees 626 1,338 Accrued travel 858 433 Other 876 779 Accrued expenses $ 9,281 $ 9,361 |
Long Term Debt, Net (Tables)
Long Term Debt, Net (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Debt Disclosure [Abstract] | |
Schedule of Extinguishment of Debt | The composition of the loss on extinguishment of debt was as follows (amounts in thousands): January 19, 2024 Unamortized deferred financing costs $ 781 Unamortized original issue discount 120 Prepayment premium 500 Loss on extinguishment of debt $ 1,401 |
Schedule of Original Discount and Deferred Financing Costs | Original issue discount and deferred financing costs incurred as part of the Credit Facilities were allocated between the Term Loan Facility and the Revolving Credit Facility on the basis of the maximum potential principal outstanding permitted under the Citizens Credit Agreement. The allocation of the deferred financing costs and original issue discount between the Term Loan Facility and the Revolving Credit Facility were as follows (in thousands): January 19, 2024 Term Loan Facility Revolving Credit Facility Total Long term debt, net Other assets Original issue discount $ 224 $ 839 $ 1,063 Deferred financing costs 54 202 256 |
Schedule of the Balances of the Loan Facility and Agreement | The balances of the Term Loan Facility as of June 30, 2024 and the Hayfin Term Loan as of December 31, 2023 were as follows (in thousands): June 30, 2024 December 31, 2023 Current portion of long term debt Long term debt, net Current portion of long term debt Long term debt, net Outstanding principal $ 1,000 $ 18,500 $ 1,000 $ 49,000 Deferred financing costs — (47) — (781) Original issue discount — (204) — (120) Long term debt, net $ 1,000 $ 18,249 $ 1,000 $ 48,099 |
Schedule of Interest Expense | Interest expense related to the Term Loan Facility and the Hayfin 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, 2024 2023 2024 2023 Stated interest $ 396 $ 1,505 1,057 $ 2,956 Amortization of deferred financing costs 4 108 34 212 Accretion of original issue discount 11 17 24 33 Interest expense $ 411 $ 1,630 $ 1,115 $ 3,201 Interest expense related to the Revolving Credit Facility included in Interest income (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, 2024 2024 Commitment fee $ 47 $ 78 Amortization of deferred financing costs 16 32 Accretion of original issue discount 42 84 Interest expense $ 105 $ 194 |
Schedule of Principal Payments for the Term Loan Facility | A summary of principal payments due on the Term Loan Facility, by year, from June 30, 2024 through maturity are as follows (in thousands): Year ending December 31, Principal 2024 (excluding the six months ended June 30, 2024) $ 500 2025 1,000 2026 1,500 2027 1,500 2028 2,000 Thereafter 13,000 Outstanding principal $ 19,500 |
Net Income (Loss) Per Common _2
Net Income (Loss) Per Common Share (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Earnings Per Share [Abstract] | |
Basic Net Income (Loss) Per Common Share | The following table provides a reconciliation of net income (loss) to net income (loss) available to common stockholders and calculation of basic net income (loss) per common share for each of the three and six months ended June 30, 2024 and 2023 (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income from continuing operations $ 17,621 $ 9,251 $ 26,682 $ 7,309 Income (loss) from discontinued operations, net of tax 4 (8,051) 204 (11,092) Net income (loss) 17,625 1,200 26,886 (3,783) Accumulated dividend on previously converted Series B Preferred Stock — 1,728 — 3,411 Net income available to common stockholders from continuing operations $ 17,621 $ 7,523 $ 26,682 $ 3,898 Weighted average common shares outstanding 147,326,273 115,866,371 147,033,879 115,136,646 Basic net income (loss) per common share: Continuing operations $ 0.12 $ 0.07 $ 0.18 $ 0.04 Discontinued operations 0.00 (0.07) 0.00 (0.10) Basic net income (loss) per common share $ 0.12 $ 0.00 $ 0.18 $ (0.06) |
Diluted Net Income (Loss) Per Common Share | The following table sets forth the computation of diluted net income (loss) per common share (in thousands, except share and per share amounts): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Net income available to common stockholders from continuing operations $ 17,621 $ 7,523 $ 26,682 $ 3,898 Adjustments: Dividends on Series B Preferred Stock — 1,728 — 3,411 Less: antidilutive adjustments — — — (3,411) Total adjustments — 1,728 — — Numerator Net income available to common stockholders from continuing operations 17,621 9,251 26,682 3,898 Income (loss) from discontinued operations, net of tax 4 (8,051) 204 (11,092) Weighted average shares outstanding 147,326,273 115,866,371 147,033,879 115,136,646 Adjustments: Potential common shares (a) Series B Preferred Stock — 29,997,271 — — Restricted stock unit awards 1,076,243 943,659 1,635,983 674,215 Outstanding stock options 423,756 5,190 477,572 65 Performance stock unit awards 59,092 16,189 57,335 11,486 Employee stock purchase plan 12,556 — 6,243 2,870 Restricted stock awards — 34,244 — 24,572 Total adjustments 1,571,647 30,996,553 2,177,133 713,208 Weighted average shares outstanding adjusted for potential common shares 148,897,920 146,862,924 149,211,012 115,849,854 Diluted net income (loss) per common share: Continuing operations $ 0.12 $ 0.06 $ 0.18 $ 0.04 Discontinued operations 0.00 (0.05) 0.00 (0.10) Diluted net income (loss) per common share $ 0.12 $ 0.01 $ 0.18 $ (0.06) (a) Weighted average common shares outstanding for the calculation of diluted net income (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 Excluded from Computation of Earnings Per Share | Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Series B Preferred Stock — — — 29,559,946 |
Supplemental Disclosure of Ca_2
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Supplemental Cash Flow Elements [Abstract] | |
Schedule of 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, 2024 2023 Cash paid for interest $ 1,853 $ 2,960 Cash paid for income taxes 1,979 210 Non-cash activities: Fair value of shares received in settlement of litigation 9,300 — Minimum Profit Share Payments pursuant to TELA APA 2,731 — Right of use assets arising from operating lease liabilities 1,820 — Issuance of shares pursuant to employee stock purchase plan 797 680 Purchases of equipment in accounts payable — 252 |
Revenue (Tables)
Revenue (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Revenue from Contract with Customer [Abstract] | |
Schedule of Disaggregation of Revenue | Below is a summary of net sales by site of service (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Hospital $ 47,382 $ 46,588 $ 91,139 $ 88,758 Private Office 26,956 23,750 57,288 45,237 Other 12,869 10,919 23,488 18,938 Total $ 87,207 $ 81,257 $ 171,915 $ 152,933 Below is a summary of net sales by product line (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Wound $ 57,547 $ 53,318 $ 114,595 $ 98,526 Surgical 29,660 27,939 57,320 54,407 Total $ 87,207 $ 81,257 $ 171,915 $ 152,933 |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Assets And Liabilities of the Discontinued Operations | The income and expenses of the discontinued operation have been classified as income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2024 and 2023 as follows (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2024 2023 2024 2023 Selling, general and administrative expense (4) (29) (4) — Research and development expense — 4,825 (200) 7,837 Restructuring expense — 3,255 — 3,255 Income (loss) from discontinued operations $ 4 $ (8,051) $ 204 $ (11,092) |
Significant Accounting Polici_3
Significant Accounting Policies (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other current liabilities | $ (2,070) | $ (2,894) |
Current portion of long term debt | $ 1,000 | 1,000 |
Revision of Prior Period, Reclassification, Adjustment | ||
Error Corrections and Prior Period Adjustments Restatement [Line Items] | ||
Other current liabilities | 1,000 | |
Current portion of long term debt | $ 1,000 |
Accounts Receivable, Net - Sche
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Receivables [Abstract] | ||||||
Accounts receivable, gross | $ 56,067 | $ 57,015 | ||||
Less: allowance for doubtful accounts | (3,269) | $ (3,266) | (3,144) | $ (2,196) | $ (3,601) | $ (3,783) |
Accounts receivable, net | $ 52,798 | $ 53,871 |
Accounts Receivable, Net - Sc_2
Accounts Receivable, Net - Schedule of Activity Related to the Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 31, 2024 | Jun. 30, 2023 | Mar. 31, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Allowance for Doubtful Accounts | ||||||
Beginning balance | $ 3,266 | $ 3,144 | $ 3,601 | $ 3,783 | $ 3,144 | $ 3,783 |
Bad debt expense (reversal) | 220 | 199 | 349 | (60) | 419 | 289 |
Write-offs | (217) | (77) | (1,754) | (122) | ||
Ending balance | $ 3,269 | $ 3,266 | $ 2,196 | $ 3,601 | $ 3,269 | $ 2,196 |
Inventory (Details)
Inventory (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 856 | $ 825 |
Work in process | 9,909 | 8,521 |
Finished goods | 14,291 | 11,675 |
Inventory | $ 25,056 | $ 21,021 |
Property and Equipment, Net - S
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Finance lease right-of-use asset | $ 189 | $ 189 |
Property and equipment, gross | 27,615 | 27,002 |
Less: accumulated depreciation and amortization | (20,793) | (20,028) |
Property and equipment, net | 6,822 | 6,974 |
Laboratory and clean room equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 15,321 | 13,954 |
Furniture and equipment | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,977 | 1,989 |
Leasehold improvements | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 8,150 | 8,141 |
Construction in progress | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 1,093 | 1,791 |
Asset retirement cost | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 885 | $ 938 |
Intangible Assets, Net - Schedu
Intangible Assets, Net - Schedule of Intangible Assets Activity Summary - Indefinite-lived (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 18,642 | $ 11,039 |
Accumulated Amortization | (8,588) | (7,872) |
Total amortized intangible assets | 10,054 | 3,167 |
Indefinite-lived Intangible Assets [Line Items] | ||
Intangible assets, gross carrying amount | 20,635 | 13,129 |
Intangible assets, net carrying amount | 12,047 | 5,257 |
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 | 985 | 1,082 |
Patents and know-how | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 9,989 | 10,039 |
Accumulated Amortization | (8,127) | (7,818) |
Total amortized intangible assets | 1,862 | 2,221 |
Licenses | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 1,000 | 1,000 |
Accumulated Amortization | (79) | (54) |
Total amortized intangible assets | 921 | 946 |
Distribution rights | ||
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | 7,653 | 0 |
Accumulated Amortization | (382) | 0 |
Total amortized intangible assets | $ 7,271 | $ 0 |
Intangible Assets, Net - Sche_2
Intangible Assets, Net - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Estimated future amortization expense [Abstract] | ||
2024 (excluding the six months ended June 30, 2024) | $ 1,208 | |
2025 | 1,883 | |
2026 | 1,729 | |
2027 | 1,728 | |
2028 | 1,726 | |
Thereafter | 1,780 | |
Total amortized intangible assets | $ 10,054 | $ 3,167 |
Intangible Assets, Net - Narrat
Intangible Assets, Net - Narrative (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||||
Impairment of intangible assets (Excluding Goodwill) | $ 0 | $ 0 | $ 54 | $ 0 |
Accrued Expenses (Details)
Accrued Expenses (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Payables and Accruals [Abstract] | ||
Commissions to sales agents | $ 3,068 | $ 4,136 |
Accrued rebates | 1,327 | 745 |
Legal and settlement costs | 1,483 | 834 |
Estimated sales returns | 1,043 | 1,096 |
Accrued group purchasing organization fees | 626 | 1,338 |
Accrued travel | 858 | 433 |
Other | 876 | 779 |
Accrued expenses | $ 9,281 | $ 9,361 |
Long Term Debt, Net - Narrative
Long Term Debt, Net - Narrative (Details) | 6 Months Ended | |||
Feb. 27, 2024 USD ($) | Jan. 19, 2024 USD ($) | Jun. 30, 2024 USD ($) | Jun. 30, 2023 USD ($) | |
Debt Instrument [Line Items] | ||||
Proceeds from revolving credit facility | $ 30,000,000 | $ 0 | ||
Proceeds from term loan | 19,783,000 | 0 | ||
Repayments of term loan | 50,000,000 | 0 | ||
Loss on extinguishment of debt | $ 1,401,000 | 1,401,000 | 0 | |
Repayments of initial line of credit draw | 30,000,000 | $ 0 | ||
Citizens Credit Agreement | Line of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 95,000,000 | |||
Citizens Credit Agreement | Line of Credit | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 1.25% | |||
Citizens Credit Agreement | Line of Credit | Minimum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 2.25% | |||
Citizens Credit Agreement | Line of Credit | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 2.50% | |||
Citizens Credit Agreement | Line of Credit | Maximum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 3.50% | |||
Citizens Credit Agreement | Line of Credit | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 75,000,000 | |||
Line of credit facility, optional increase | $ 50,000,000 | |||
Line of credit facility, optional increase, EBITDA multiplier | 1 | |||
Proceeds from revolving credit facility | $ 30,000,000 | |||
Repayments of initial line of credit draw | $ 30,000,000 | |||
Undrawn commitment fee percentage | 0.25% | |||
Citizens Credit Agreement | Line of Credit | Letter of Credit | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | 10,000,000 | |||
Citizens Credit Agreement | Line of Credit | Bridge Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 10,000,000 | |||
Citizens Credit Agreement | Line of Credit | Bridge Loan | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 0.10% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | ||||
Debt Instrument [Line Items] | ||||
Maximum borrowing capacity | $ 20,000,000 | |||
Proceeds from term loan | $ 20,000,000 | |||
Fair value of term loan | $ 19,100,000 | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Debt Amortization, Year One | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.25% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Debt Amortization, Year Two | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.25% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Debt Amortization, Year Three | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.88% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Debt Amortization, Year Four | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 1.88% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Debt Amortization, Year Five | ||||
Debt Instrument [Line Items] | ||||
Interest rate | 2.50% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | SOFR Fallback Provision | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 0.10% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Minimum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 1.25% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Minimum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 2.25% | |||
Interest rate, effective percentage (percent) | 7.90% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Maximum | Base Rate | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 2.50% | |||
Citizens Credit Agreement | Line of Credit | Term Loan | Maximum | SOFR | ||||
Debt Instrument [Line Items] | ||||
Basis spread on variable rate (percent) | 3.50% | |||
Hayfin Loan Agreement Term Loan | Term loan | ||||
Debt Instrument [Line Items] | ||||
Repayments of term loan | $ 50,000,000 |
Long Term Debt, Net - Schedule
Long Term Debt, Net - Schedule of Extinguishment of Debt (Details) - USD ($) $ in Thousands | 6 Months Ended | ||
Jan. 19, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Disclosure [Abstract] | |||
Unamortized deferred financing costs | $ 781 | ||
Unamortized original issue discount | 120 | ||
Prepayment premium on Hayfin term loan | 500 | ||
Loss on extinguishment of debt | $ 1,401 | $ 1,401 | $ 0 |
Long Term Debt, Net - Schedul_2
Long Term Debt, Net - Schedule of Term Loan Facility Balances (Details) - Line of Credit - Citizens Credit Agreement - USD ($) $ in Thousands | Jun. 30, 2024 | Jan. 19, 2024 |
Long term debt, net | ||
Original issue discount | $ 1,063 | |
Deferred financing costs | 256 | |
Term Loan | ||
Long term debt, net | ||
Original issue discount, noncurrent | $ 204 | 224 |
Deferred financing costs, noncurrent | 47 | 54 |
Current portion of long term debt | ||
Original issue discount, current | 0 | |
Deferred financing costs, current | $ 0 | |
Revolving Credit Facility | ||
Current portion of long term debt | ||
Original issue discount, current | 839 | |
Deferred financing costs, current | $ 202 |
Long Term Debt, Net - Schedul_3
Long Term Debt, Net - Schedule of Term Loan Balances (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Jan. 19, 2024 | Dec. 31, 2023 |
Current portion of long term debt | |||
Long term debt, net | $ 1,000 | $ 1,000 | |
Long term debt, net | |||
Long term debt, net | 18,249 | 48,099 | |
Line of Credit | Citizens Credit Agreement | Term Loan | |||
Current portion of long term debt | |||
Outstanding principal | 1,000 | ||
Deferred financing costs | 0 | ||
Original issue discount | 0 | ||
Long term debt, net | 1,000 | ||
Long term debt, net | |||
Outstanding principal | 18,500 | ||
Deferred financing costs | (47) | $ (54) | |
Original issue discount | (204) | $ (224) | |
Long term debt, net | $ 18,249 | ||
Term loan | Hayfin Loan Agreement Term Loan | |||
Current portion of long term debt | |||
Outstanding principal | 1,000 | ||
Deferred financing costs | 0 | ||
Original issue discount | 0 | ||
Long term debt, net | 1,000 | ||
Long term debt, net | |||
Outstanding principal | 49,000 | ||
Deferred financing costs | (781) | ||
Original issue discount | (120) | ||
Long term debt, net | $ 48,099 |
Long Term Debt, Net - Schedul_4
Long Term Debt, Net - Schedule of Interest Expense (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Term loan | Term Loan Facility and Hayfin Loan Agreement | ||||
Debt Instrument [Line Items] | ||||
Stated interest | $ 396 | $ 1,505 | $ 1,057 | $ 2,956 |
Amortization of deferred financing costs | 4 | 108 | 34 | 212 |
Accretion of original issue discount | 11 | 17 | 24 | 33 |
Interest expense | 411 | $ 1,630 | 1,115 | $ 3,201 |
Line of Credit | Citizens Credit Agreement | Revolving Credit Facility | ||||
Debt Instrument [Line Items] | ||||
Amortization of deferred financing costs | 16 | 32 | ||
Accretion of original issue discount | 42 | 84 | ||
Commitment fee | 47 | 78 | ||
Interest expense | $ 105 | $ 194 |
Long Term Debt, Net - Schedul_5
Long Term Debt, Net - Schedule of Principal Payments for the Term Loan Facility (Details) - Term Loan - Citizens Credit Agreement - Line of Credit $ in Thousands | Jun. 30, 2024 USD ($) |
Debt Instrument [Line Items] | |
2024 (excluding the six months ended June 30, 2024) | $ 500 |
2025 | 1,000 |
2026 | 1,500 |
2027 | 1,500 |
2028 | 2,000 |
Thereafter | 13,000 |
Outstanding principal | $ 19,500 |
Net Income (Loss) Per Common _3
Net Income (Loss) Per Common Share - Schedule of Basic Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share [Abstract] | ||||
Net income from continuing operations | $ 17,621 | $ 9,251 | $ 26,682 | $ 7,309 |
Income (loss) from discontinued operations, net of tax | 4 | (8,051) | 204 | (11,092) |
Net income (loss) | 17,625 | 1,200 | 26,886 | (3,783) |
Accumulated dividend on previously converted Series B Preferred Stock | 0 | 1,728 | 0 | 3,411 |
Net income available to common stockholders from continuing operations | $ 17,621 | $ 7,523 | $ 26,682 | $ 3,898 |
Weighted average common shares outstanding (in shares) | 147,326,273 | 115,866,371 | 147,033,879 | 115,136,646 |
Basic net income (loss) per common share: | ||||
Continuing operations - basic (in dollars per share) | $ 0.12 | $ 0.07 | $ 0.18 | $ 0.04 |
Discontinued operations - basic (in dollars per share) | 0 | (0.07) | 0 | (0.10) |
Basic net income (loss) per common share (in dollars per share) | $ 0.12 | $ 0 | $ 0.18 | $ (0.06) |
Net Income (Loss) Per Common _4
Net Income (Loss) Per Common Share - Schedule of Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Net income available to common stockholders from continuing operations | $ 17,621 | $ 7,523 | $ 26,682 | $ 3,898 |
Adjustments: | ||||
Dividends on Series B Preferred Stock | 0 | 1,728 | 0 | 3,411 |
Less: antidilutive adjustments | 0 | 0 | 0 | (3,411) |
Total adjustments | 0 | 1,728 | 0 | 0 |
Numerator | ||||
Net income available to common stockholders from continuing operations | 17,621 | 9,251 | 26,682 | 3,898 |
Income (loss) from discontinued operations, net of tax | $ 4 | $ (8,051) | $ 204 | $ (11,092) |
Weighted average shares outstanding (in shares) | 147,326,273 | 115,866,371 | 147,033,879 | 115,136,646 |
Potential common shares | ||||
Total adjustments (in shares) | 1,571,647 | 30,996,553 | 2,177,133 | 713,208 |
Weighted average shares outstanding adjusted for potential common shares (in shares) | 148,897,920 | 146,862,924 | 149,211,012 | 115,849,854 |
Diluted net income (loss) per common share: | ||||
Continuing operations- diluted(in dollars per share) | $ 0.12 | $ 0.06 | $ 0.18 | $ 0.04 |
Discontinued operations- diluted (in dollars per share) | 0 | (0.05) | 0 | (0.10) |
Diluted net (loss) income per common share (in dollars per share) | $ 0.12 | $ 0.01 | $ 0.18 | $ (0.06) |
Series B Preferred Stock | ||||
Potential common shares | ||||
Stock-based awards (in shares) | 0 | 29,997,271 | 0 | 0 |
RSU | ||||
Potential common shares | ||||
Stock-based awards (in shares) | 1,076,243 | 943,659 | 1,635,983 | 674,215 |
Outstanding stock options | ||||
Potential common shares | ||||
Stock-based awards (in shares) | 423,756 | 5,190 | 477,572 | 65 |
Performance stock unit awards | ||||
Potential common shares | ||||
Stock-based awards (in shares) | 59,092 | 16,189 | 57,335 | 11,486 |
Employee stock purchase plan | ||||
Potential common shares | ||||
Stock-based awards (in shares) | 12,556 | 0 | 6,243 | 2,870 |
RSA | ||||
Potential common shares | ||||
Stock-based awards (in shares) | 0 | 34,244 | 0 | 24,572 |
Net Income (Loss) Per Common _5
Net Income (Loss) Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Series B Preferred Stock | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Potential common shares (in shares) | 0 | 0 | 0 | 29,559,946 |
Income Taxes (Details)
Income Taxes (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Tax Disclosure [Abstract] | ||||
Effective tax rate | 24.10% | (0.80%) | 22.90% | (0.30%) |
Supplemental Disclosure of Ca_3
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Supplemental Cash Flow Elements [Abstract] | ||
Cash paid for interest | $ 1,853 | $ 2,960 |
Cash paid for income taxes | 1,979 | 210 |
Non-cash activities: | ||
Fair value of shares received in settlement of litigation | 9,300 | 0 |
Minimum Profit Share Payments pursuant to TELA APA | 2,731 | 0 |
Right of use assets arising from operating lease liabilities | 1,820 | 0 |
Issuance of shares pursuant to employee stock purchase plan | 797 | 680 |
Purchases of equipment in accounts payable | $ 0 | $ 252 |
Commitments and Contingencies (
Commitments and Contingencies (Details) - USD ($) shares in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 | Mar. 15, 2024 | Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Asset Acquisition [Line Items] | ||||||
Initial consideration paid | $ 5,366,000 | $ 0 | ||||
Fair value of minimum contingent consideration | 2,731,000 | 0 | ||||
Current portion of Profit Share Payments | $ 2,196,000 | $ 2,196,000 | 2,196,000 | $ 0 | ||
Legal and settlement expense | $ 300,000 | $ 300,000 | 300,000 | |||
Payments for legal settlements | 0 | 200,000 | ||||
Fair value of shares received in settlement of litigation | $ 9,300,000 | $ 0 | ||||
Settled Litigation | ||||||
Asset Acquisition [Line Items] | ||||||
Litigation settlement, share-based payment arrangement, number of shares received (in shares) | 1.2 | 1.2 | 1.2 | |||
Fair value of shares received in settlement of litigation | $ 9,300,000 | $ 9,300,000 | ||||
TELA APA | ||||||
Asset Acquisition [Line Items] | ||||||
Initial consideration paid | $ 5,000,000 | |||||
Future payments for remaining product inventory | $ 400,000 | |||||
Net sales over the period | 2 years | |||||
Consideration transferred | $ 8,100,000 | |||||
Fair value of minimum contingent consideration | $ 2,800,000 | 2,700,000 | ||||
Asset acquisition, inventory | 500,000 | |||||
TELA APA | Distribution rights | ||||||
Asset Acquisition [Line Items] | ||||||
Finite-lived intangible assets acquired | $ 7,600,000 | |||||
Estimated useful life (in years) | 5 years | |||||
TELA APA | Minimum | ||||||
Asset Acquisition [Line Items] | ||||||
Contingent consideration | $ 3,000,000 | |||||
TELA APA | Maximum | ||||||
Asset Acquisition [Line Items] | ||||||
Contingent consideration | $ 7,000,000 |
Revenue - Schedule of Revenue b
Revenue - Schedule of Revenue by Site Of Service (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Major Customer [Line Items] | ||||
Total | $ 87,207 | $ 81,257 | $ 171,915 | $ 152,933 |
Hospital | ||||
Revenue, Major Customer [Line Items] | ||||
Total | 47,382 | 46,588 | 91,139 | 88,758 |
Private Office | ||||
Revenue, Major Customer [Line Items] | ||||
Total | 26,956 | 23,750 | 57,288 | 45,237 |
Other | ||||
Revenue, Major Customer [Line Items] | ||||
Total | $ 12,869 | $ 10,919 | $ 23,488 | $ 18,938 |
Revenue - Narrative (Details)
Revenue - Narrative (Details) | 6 Months Ended |
Jun. 30, 2024 product_line service_site | |
Revenue from Contract with Customer [Abstract] | |
Number of sites of service | service_site | 3 |
Number of product lines | product_line | 2 |
Revenue - Schedule of Revenue_2
Revenue - Schedule of Revenue by Product Type (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Revenue, Major Customer [Line Items] | ||||
Total | $ 87,207 | $ 81,257 | $ 171,915 | $ 152,933 |
Wound | ||||
Revenue, Major Customer [Line Items] | ||||
Total | 57,547 | 53,318 | 114,595 | 98,526 |
Surgical | ||||
Revenue, Major Customer [Line Items] | ||||
Total | $ 29,660 | $ 27,939 | $ 57,320 | $ 54,407 |
Discontinued Operations - Sched
Discontinued Operations - Schedule Of Disposal Groups Including Discontinued Operations Income Statement (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Income (loss) from discontinued operations, net of tax | $ 4 | $ (8,051) | $ 204 | $ (11,092) |
Regenerative Medicine | Disbanded | ||||
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Selling, general and administrative expense | (4) | (29) | (4) | 0 |
Research and development expense | 0 | 4,825 | (200) | 7,837 |
Restructuring expense | 0 | 3,255 | 0 | 3,255 |
Income (loss) from discontinued operations, net of tax | $ 4 | $ (8,051) | $ 204 | $ (11,092) |