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MIMEDX GROUP INC

For the period ended Jun 30, 2024. Filed Jul 31, 2024.

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About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2024 · Filed Jul 31, 2024

MDXG$3.31+0.9%Stored close · as of Nov 6, 2026
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Item 1. Financial Statements (Unaudited)

Condensed Consolidated Balance Sheets6
Condensed Consolidated Statements of Operations7
Condensed Consolidated Statements of Stockholders’ Equity (Deficit)8
Condensed Consolidated Statements of Cash Flows10
Notes to the Condensed Consolidated Financial Statements11
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations22
Item 3Quantitative and Qualitative Disclosures About Market Risk29
Item 4Controls and Procedures29
Part II OTHER INFORMATION
Item 1Legal Proceedings30
Item 1ARisk Factors30
Item 2Unregistered Sales of Equity Securities and Use of Proceeds30
Item 3Defaults upon Senior Securities30
Item 4Mine Safety Disclosures30
Item 5Other Information30
Item 6Exhibits31
Signatures31

Explanatory Note and Important Cautionary Statement Regarding Forward-Looking Statements

As used herein, the terms “MIMEDX,” the “Company,” “we,” “our” and “us” refer to MiMedx Group, Inc., a Florida corporation, and its consolidated subsidiaries as a combined entity, except where it is clear that the terms mean only MiMedx Group, Inc.

Certain statements made in this Quarterly Report on Form 10-Q (this “Quarterly Report”) are “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the“Securities Act”), and section 21E of the Securities Exchange Act of 1934, as amended. All statements relating to events or results that may occur in the future are forward-looking statements, including, without limitation, statements regarding the following:

our strategic focus and current business priorities, including broadening of our product portfolio, and our ability to implement these priorities, including as a result of our no longer being able to market certain products in our portfolio;

the advantages of our products and development of new products;

our expectations regarding ongoing regulatory obligations and oversight and the changing nature thereof impacting our products, research and clinical programs, and business, including those relating to patient privacy;

our expectations regarding costs relating to compliance with regulatory requirements;

our expectations regarding government and other third-party coverage and reimbursement for our existing and new products;

our expectations regarding capital allocation;

our expectations regarding future revenue growth;

our expectations regarding the outcome of pending litigation and investigations;

our expectations regarding future income tax liability;

demographic and market trends; and

our ability to compete effectively.

Forward-looking statements generally can be identified by words such as “expect,” “will,” “change,” “intend,” “seek,” “target,” “future,” “plan,” “continue,” “potential,” “possible,” “could,” “estimate,” “may,” “anticipate,” “to be” and similar expressions. These statements are based on numerous assumptions and involve known and unknown risks, uncertainties and other factors that could significantly affect the Company’s operations and may cause the Company’s actual actions, results, financial condition, performance or achievements to differ materially from any future actions, results, financial condition, performance or achievements expressed or implied by any such forward-looking statements. Factors that may cause such a difference include, without limitation, those discussed under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2023 (our “2023 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 28, 2024 and those discussed in Part II, Item 1A, Risk Factors, if any.

Unless required by law, the Company does not intend, and undertakes no obligation, to update or publicly release any revision to any forward-looking statements, whether as a result of the receipt of new information, the occurrence of subsequent events, a change in circumstances or otherwise. Each forward-looking statement contained in this Quarterly Report is specifically qualified in its entirety by the aforementioned factors. Readers are advised to carefully read this Quarterly Report in conjunction with the important disclaimers set forth above prior to reaching any conclusions or making any investment decisions and not to place undue reliance on forward-looking statements, which speak only as of the date of the filing of this Quarterly Report with the SEC.

Estimates and Projections

This Quarterly Report includes certain estimates, projections and other statistical data. These estimates and projections reflect management’s best estimates based upon currently available information and certain assumptions we believe to be reasonable as of the date of this Quarterly Report. These estimates are inherently uncertain, subject to risks and uncertainties, many of which are not within our control, have not been reviewed by our independent auditors and may be revised as a result of management’s further review. In addition, these estimates and projections are not a comprehensive statement of our financial results, and our actual results may differ materially from these estimates and projections due to developments that may arise between now and the time the results are final. There can be no assurance that the estimates will be realized, and our results may vary significantly from the estimates, including as a result of unexpected issues in our business and operations. Accordingly, you should not place undue reliance on such information. Projections, assumptions and estimates of our future performance and the future performance of the markets in which we operate are necessarily subject to a high degree of uncertainty and risk.

PART I - FINANCIAL INFORMATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except share data)

June 30,2024December 31,2023
ASSETS
Current assets:
Cash and cash equivalents$69,037$82,000
Accounts receivable, net52,79853,871
Inventory25,05621,021
Prepaid expenses4,0305,624
Other current assets3,0971,745
Total current assets154,018164,261
Property and equipment, net6,8226,974
Right of use asset3,1752,132
Deferred tax asset, net33,44140,777
Goodwill19,44119,441
Intangible assets, net12,0475,257
Other assets1,239205
Total assets$230,183$239,047
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Current portion of long term debt$1,000$1,000
Accounts payable7,6039,048
Accrued compensation17,64522,353
Accrued expenses9,2819,361
Current portion of Profit Share Payments2,196—
Current liabilities of discontinued operations2171,352
Other current liabilities2,0702,894
Total current liabilities40,01246,008
Long term debt, net18,24948,099
Other liabilities3,8822,223
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, 2023147146
Additional paid-in capital274,685276,249
Accumulated deficit(106,792)(133,678)
Total stockholders' equity168,040142,717
Total liabilities and stockholders’ equity$230,183$239,047

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except share and per share data)

Three Months Ended June 30,Six Months Ended June 30,
2024202320242023
Net sales$87,207$81,257$171,915$152,933
Cost of sales14,85513,58327,84126,002
Gross profit72,35267,674144,074126,931
Operating expenses:
Selling, general and administrative55,40151,955110,530104,203
Research and development3,0123,6725,8527,156
Investigation, restatement and related(9,701)1,017(9,390)4,690
Amortization of intangible assets190191379380
Impairment of intangible assets——54—
Operating income23,45010,83936,64910,502
Other expense, net
Interest income (expense), net3(1,630)(1,687)(3,184)
Other expense, net(237)(32)(336)(32)
Income from continuing operations before income tax provision23,2169,17734,6267,286
Income tax provision (expense) benefit from continuing operations(5,595)74(7,944)23
Net income from continuing operations17,6219,25126,6827,309
Income (loss) from discontinued operations, net of tax4(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 operations0.120.070.180.04
Discontinued operations0.00(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:
Continuing operations0.120.060.180.04
Discontinued operations0.00(0.05)0.00(0.10)
Diluted net income (loss) per common share$0.12$0.01$0.18$(0.06)
Weighted average common shares outstanding - basic147,326,273115,866,371147,033,879115,136,646
Weighted average common shares outstanding - diluted148,897,920146,862,924149,211,012115,849,854

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, except share data)

Common Stock Issued · Additional Paid- In · Treasury Stock · Accumulated
SharesAmountCapitalSharesAmountDeficitTotal
Balance at March 31, 2024147,528,596$148$280,000—$—$(124,417)$155,731
Share-based compensation expense——4,091———4,091
Exercise of stock options36,100—244———244
Issuance of restricted stock, net384,706—(351)———(351)
Shares received in settlement of litigation(1,200,000)(1)(9,299)———(9,300)
Net income—————17,62517,625
Balance at June 30, 2024146,749,402$147$274,685—$—$(106,792)$168,040
Common Stock Issued · Additional Paid- In · Treasury Stock · Accumulated
SharesAmountCapitalSharesAmountDeficitTotal
Balance at March 31, 2023115,380,542$115$178,829334$(1)$(196,889)$(17,946)
Share-based compensation expense——4,060———4,060
Exercise of stock options4,334—20———20
Issuance of restricted stock724,2491(16)(4,485)15——
Restricted stock shares canceled/forfeited——144,151(14)——
Net income—————1,2001,200
Balance at June 30, 2023116,109,125$116$182,907—$—$(195,689)$(12,666)
Common Stock Issued · Additional Paid-In · Treasury Stock · Accumulated
SharesAmountCapitalSharesAmountDeficitTotal
Balance at December 31, 2023146,227,639$146$276,249—$—$(133,678)$142,717
Share-based compensation expense——8,431———8,431
Employee stock purchase plan121,783—797———797
Issuance of restricted stock, net1,453,9602(2,503)———(2,501)
Exercise of stock options146,020—1,010———1,010
Shares received in settlement of litigation(1,200,000)(1)(9,299)———(9,300)
Net Income—————26,88626,886
Balance at June 30, 2024146,749,402$147$274,685—$—$(106,792)$168,040
Common Stock Issued · Additional Paid- In · Treasury Stock · Accumulated
SharesAmountCapitalSharesAmountDeficitTotal
Balance at December 31, 2022113,705,447$114$173,804—$—$(191,906)$(17,988)
Share-based compensation expense——8,405———8,405
Employee stock purchase plan235,419—680———680
Issuance of restricted stock2,163,9252(195)(62,255)193——
Restricted stock shares canceled/forfeited——19362,255(193)——
Exercise of stock options4,334—20———20
Net loss—————(3,783)(3,783)
Balance at June 30, 2023116,109,125$116$182,907—$—$(195,689)$(12,666)

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)

Six Months Ended June 30,
20242023
Cash flows from operating activities:
Net income (loss) 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)—
Share-based compensation8,4318,185
Change in deferred income taxes7,337—
Loss on extinguishment of debt1,401—
Depreciation1,1351,401
Amortization of intangible assets761380
Non-cash lease expenses641658
Bad debt expense419289
Other507289
Increase (decrease) in cash resulting from changes in:
Accounts receivable654(6,170)
Inventory(3,604)(3,633)
Prepaid expenses1,5943,632
Other assets(1,464)226
Accounts payable(1,078)263
Accrued compensation(4,709)77
Accrued expenses751239
Other liabilities(1,436)(578)
Net cash flows provided by operating activities from continuing operations28,72212,567
Net cash flows used in operating activities from discontinued operations(930)(8,840)
Net cash flows provided by operating activities27,7923,727
Cash flows from investing activities:
Consideration paid pursuant to TELA APA (Note 12)(5,366)—
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 Facility30,000—
Proceeds from Citizens Term Loan Facility19,783—
Prepayment premium on Hayfin term loan(500)—
Deferred financing cost(1,101)—
Repayment of Hayfin term loan(50,000)—
Repayment of Citizens Revolving Credit Facility(30,000)—
Principal payments on Citizens Term Loan Facility(500)—
Proceeds from exercise of stock options1,01020
Stock repurchased for tax withholdings on vesting of restricted stock(2,501)—
Principal payments on finance lease(17)(20)
Net cash flows used in financing activities(33,826)—
Net change in cash(12,963)2,702
Cash and cash equivalents, beginning of period82,00065,950
Cash and cash equivalents, end of period$69,037$68,652

MIMEDX GROUP, INC.

NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2024 AND 2023

  1. 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.

  1. 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.

  1. Accounts Receivable, Net

Accounts receivable, net, consisted of the following (in thousands):

June 30, 2024December 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):

20242023
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 expense220349
Write-offs(217)(1,754)
Balance at June 30$3,269$2,196
  1. Inventory

Inventory consisted of the following (in thousands):

June 30, 2024December 31, 2023
Raw materials$856$825
Work in process9,9098,521
Finished goods14,29111,675
Inventory$25,056$21,021
  1. Property and Equipment, Net

Property and equipment, net, consisted of the following (in thousands):

June 30, 2024December 31, 2023
Laboratory and clean room equipment$15,321$13,954
Furniture and equipment1,9771,989
Leasehold improvements8,1508,141
Construction in progress1,0931,791
Asset retirement cost885938
Finance lease right-of-use asset189189
Property and equipment, gross27,61527,002
Less: accumulated depreciation and amortization(20,793)(20,028)
Property and equipment, net$6,822$6,974
  1. 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
Licenses1,000(79)9211,000(54)$946
Distribution rights7,653(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 Process9859851,0821,082
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,EstimatedAmortization Expense
2024 (excluding the six months ended June 30, 2024)$1,208
20251,883
20261,729
20271,728
20281,726
Thereafter1,780
Total amortized intangible assets$10,054
  1. Accrued Expenses

Accrued expenses consisted of the following (in thousands):

June 30, 2024December 31, 2023
Commissions to sales agents$3,068$4,136
Accrued rebates1,327745
Legal and settlement costs1,483834
Estimated sales returns1,0431,096
Accrued group purchasing organization fees6261,338
Accrued travel858433
Other876779
Accrued expenses$9,281$9,361
  1. 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 discount120
Prepayment premium500
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 FacilityRevolving Credit FacilityTotal
Long term debt, net · Other assets
Original issue discount$224$839$1,063
Deferred financing costs54202256

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, 2024December 31, 2023
Current portion of long term debtLong term debt, netCurrent portion of long term debtLong 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,
2024202320242023
Stated interest$396$1,5051,057$2,956
Amortization of deferred financing costs410834212
Accretion of original issue discount11172433
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,
20242024
Commitment fee$47$78
Amortization of deferred financing costs1632
Accretion of original issue discount4284
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
20251,000
20261,500
20271,500
20282,000
Thereafter13,000
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.

  1. 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,
2024202320242023
Net income from continuing operations$17,621$9,251$26,682$7,309
Income (loss) from discontinued operations, net of tax4(8,051)204(11,092)
Net income (loss)17,6251,20026,886(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 outstanding147,326,273115,866,371147,033,879115,136,646
Basic net income (loss) per common share:
Continuing operations$0.12$0.07$0.18$0.04
Discontinued operations0.00(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,
2024202320242023
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 operations17,6219,25126,6823,898
Income (loss) from discontinued operations, net of tax4(8,051)204(11,092)
Weighted average shares outstanding147,326,273115,866,371147,033,879115,136,646
Adjustments:
Potential common shares (a)
Series B Preferred Stock—29,997,271——
Restricted stock unit awards1,076,243943,6591,635,983674,215
Outstanding stock options423,7565,190477,57265
Performance stock unit awards59,09216,18957,33511,486
Employee stock purchase plan12,556—6,2432,870
Restricted stock awards—34,244—24,572
Total adjustments1,571,64730,996,5532,177,133713,208
Weighted average shares outstanding adjusted for potential common shares148,897,920146,862,924149,211,012115,849,854
Diluted net income (loss) per common share:
Continuing operations$0.12$0.06$0.18$0.04
Discontinued operations0.00(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,
2024202320242023
Series B Preferred Stock———29,559,946
  1. 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.

Restricted stock vestings favorably impacted the effective tax rate for each of the three and six months ended June 30, 2024, partially offset by the executive compensation deduction limitation.

  1. 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,
20242023
Cash paid for interest$1,853$2,960
Cash paid for income taxes1,979210
Non-cash activities:
Fair value of shares received in settlement of litigation9,300—
Minimum Profit Share Payments pursuant to TELA APA2,731—
Right of use assets arising from operating lease liabilities1,820—
Issuance of shares pursuant to employee stock purchase plan797680
Purchases of equipment in accounts payable—252
  1. 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 thetwo 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 madeno 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.

  1. Revenue

Net Sales by Site of Service

MIMEDX hasthree 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,
2024202320242023
Hospital$47,382$46,588$91,139$88,758
Private Office26,95623,75057,28845,237
Other12,86910,91923,48818,938
Total$87,207$81,257$171,915$152,933

Net Sales by Product Category

MIMEDX hastwo 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,
2024202320242023
Wound$57,547$53,318$114,595$98,526
Surgical29,66027,93957,32054,407
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.

  1. 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,
2024202320242023
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)
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.