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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the
Quarterly Period Ended
September 30, 2024

OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _____________________to______________________

Commission File Number 001-35887
MIMEDX GROUP, INC.
(Exact name of registrant as specified in its charter)
Florida 26-2792552
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
1775 West Oak Commons Ct NE
Marietta, GA
 30062
(Address of principal executive offices) (Zip Code)
(770) 651-9100
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:
 
Title of each class
 
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.001 per shareMDXGThe Nasdaq Stock Market

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes x No ¨
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



Large accelerated filer x
Accelerated filer ¨
Non-accelerated filer ¨
Smaller reporting company
Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☐ No x
 
There were 146,946,213 shares of the registrant’s common stock, par value $0.001 per share, outstanding as of October 21, 2024.




Table of Contents
Part I     FINANCIAL INFORMATION 
Item 1Financial Statements (Unaudited) 
 Condensed Consolidated Balance Sheets
 Condensed Consolidated Statements of Operations
Condensed Consolidated Statements of Stockholders’ Equity
 Condensed Consolidated Statements of Cash Flows
Notes to the Condensed Consolidated Financial Statements
Item 2Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 3Quantitative and Qualitative Disclosures About Market Risk
Item 4Controls and Procedures
Part II   OTHER INFORMATION
Item 1Legal Proceedings
Item 1ARisk Factors
Item 2Unregistered Sales of Equity Securities and Use of Proceeds
Item 3Defaults upon Senior Securities
Item 4Mine Safety Disclosures
Item 5Other Information
Item 6Exhibits
Signatures 

3


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 herein 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;
our expectations regarding costs relating to compliance with regulatory requirements;
our expectations regarding investigation, restatement and related expense;
our expectations regarding capital allocation;
our expectations regarding future 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.
4


PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
 September 30,
2024
December 31,
2023
ASSETS 
Current assets:  
Cash and cash equivalents$88,801 $82,000 
Accounts receivable, net54,030 53,871 
Inventory24,249 21,021 
Prepaid expenses 2,907 5,624 
Other current assets2,152 1,745 
Total current assets172,139 164,261 
Property and equipment, net6,451 6,974 
Right of use asset2,843 2,132 
Deferred tax asset, net30,636 40,777 
Goodwill19,441 19,441 
Intangible assets, net11,201 5,257 
Other assets1,180 205 
Total assets$243,891 $239,047 
LIABILITIES AND STOCKHOLDERS’ EQUITY
  
Current liabilities:  
Current portion of long term debt$1,000 $1,000 
Accounts payable6,924 9,048 
Accrued compensation20,170 22,353 
Accrued expenses8,396 9,361 
Current portion of Profit Share Payments (Note 12)2,860  
Current liabilities of discontinued operations 1,352 
Other current liabilities2,591 2,894 
Total current liabilities41,941 46,008 
Long term debt, net18,018 48,099 
Other liabilities2,924 2,223 
Total liabilities$62,883 $96,330 
Commitments and contingencies (Note 12)
Stockholders' equity
Common stock; $0.001 par value; 250,000,000 shares authorized; 146,962,812 issued and outstanding at September 30, 2024 and 146,227,639 issued and outstanding at December 31, 2023
147 146 
Additional paid-in capital279,558 276,249 
Accumulated deficit(98,697)(133,678)
Total stockholders' equity
181,008 142,717 
Total liabilities and stockholders’ equity
$243,891 $239,047 
See notes to unaudited condensed consolidated financial statements
5


MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net sales$84,057 $81,712 $255,972 $234,645 
Cost of sales15,322 14,790 43,164 40,792 
Gross profit68,735 66,922 212,808 193,853 
Operating expenses:
Selling, general and administrative53,516 52,571 164,044 156,773 
Research and development2,918 3,075 8,770 10,232 
Investigation, restatement and related649 (38)(8,741)4,652 
Amortization of intangible assets192 190 572 570 
Impairment of intangible assets298  352  
Operating income11,162 11,124 47,811 21,626 
Other expense, net
Interest income (expense), net278 (1,680)(1,409)(4,864)
Other expense, net(21)(11)(357)(42)
Income from continuing operations before income tax provision11,419 9,433 46,045 16,720 
Income tax provision from continuing operations (3,541)(591)(11,485)(569)
Net income from continuing operations7,878 8,842 34,560 16,151 
Income (loss) from discontinued operations, net of tax217 (308)421 (11,400)
Net income$8,095 $8,534 $34,981 $4,751 
Net income available to common stockholders from continuing operations $7,878 $7,069 $34,560 $10,967 
Basic net income per common share:
Continuing operations0.05 0.06 0.24 0.09 
Discontinued operations0.00 (0.00)0.00 (0.09)
Basic net income per common share$0.05 $0.06 $0.24 $0.00 
Diluted net income per common share:
Continuing operations0.05 0.06 0.23 0.09 
Discontinued operations0.00 (0.00)0.00 (0.09)
Diluted net income per common share$0.05 $0.06 $0.23 $0.00 
Weighted average common shares outstanding - basic146,958,986 116,298,146 147,008,732 115,528,067 
Weighted average common shares outstanding - diluted148,373,631 149,773,706 148,964,788 116,893,270 

See notes to unaudited condensed consolidated financial statements
6


MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
Common Stock IssuedAdditional Paid- InTreasury StockAccumulated
SharesAmountCapitalSharesAmount DeficitTotal
Balance at June 30, 2024146,749,402 $147 $274,685  $ $(106,792)$168,040 
Share-based compensation expense— — 3,810 — — — 3,810 
Exercise of stock options61,666 — 387 — — — 387 
Employee stock purchase plan123,857 — 785 — — — 785 
Issuance of restricted stock, net27,887 — (109)— — — (109)
Net income— — — — — 8,095 8,095 
Balance at September 30, 2024146,962,812 $147 $279,558  $ $(98,697)$181,008 

Common Stock IssuedAdditional Paid- InTreasury StockAccumulated
SharesAmountCapitalSharesAmount DeficitTotal
Balance at June 30, 2023116,109,125 $116 $182,907  $ $(195,689)$(12,666)
Share-based compensation expense— — 4,388 — — — 4,388 
Exercise of stock options41,233 — 274 (17,032)112 — 386 
Issuance of restricted stock— — (73)(11,080)73 —  
Restricted stock shares canceled/forfeited— — 185 28,112 (185)—  
Employee stock purchase plan 209,390 — 688 — — — 688 
Net income— — — — — 8,534 8,534 
Balance at September 30, 2023116,359,748 $116 $188,369  $ $(187,155)$1,330 


7


Common Stock IssuedAdditional Paid-
In
Treasury StockAccumulated
SharesAmountCapitalSharesAmount DeficitTotal
Balance at December 31, 2023146,227,639 $146 $276,249  $ $(133,678)$142,717 
Share-based compensation expense— — 12,240 — — — 12,240 
Employee stock purchase plan245,640 — 1,583 — — — 1,583 
Issuance of restricted stock, net1,481,847 2 (2,613)— — — (2,611)
Exercise of stock options207,686 — 1,398 — — — 1,398 
Shares received in settlement of litigation(1,200,000)(1)(9,299)— — — (9,300)
Net Income— — — — — 34,981 34,981 
Balance at September 30, 2024146,962,812 $147 $279,558  $ $(98,697)$181,008 

Common Stock IssuedAdditional Paid-
In
Treasury StockAccumulated
SharesAmountCapitalSharesAmount DeficitTotal
Balance at December 31, 2022113,705,447 $114 $173,804  $ $(191,906)$(17,988)
Share-based compensation expense— — 12,793 — — — 12,793 
Exercise of stock options45,567 — 294 (17,032)112 — 406 
Restricted stock shares canceled/forfeited— — 378 90,367 (378)—  
Employee stock purchase plan 444,809 — 1,368 — — — 1,368 
Issuance of restricted stock2,163,925 2 (268)(73,335)266 —  
Net income— — — — — 4,751 4,751 
Balance at September 30, 2023116,359,748 $116 188,369  $ $(187,155)$1,330 

See notes to unaudited condensed consolidated financial statements
8


MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
(unaudited)
 Nine Months Ended September 30,
 20242023
Cash flows from operating activities:  
Net income (loss) from continuing operations$34,560 $16,151 
Adjustments to reconcile net income (loss) from continuing operations to net cash flows provided by operating activities from continuing operations:  
Share-based compensation12,240 12,573 
Fair value of shares received in settlement of litigation (Note 12)(9,300) 
Change in deferred income taxes10,142  
Depreciation1,715 2,054 
Loss on extinguishment of debt1,401  
Amortization of intangible assets1,336 570 
Non-cash lease expenses972 959 
Impairment of intangible assets352  
Amortization of deferred financing costs219 373 
Bad debt expense141 737 
Other 430 70 
Increase (decrease) in cash resulting from changes in:  
Accounts receivable(299)(6,659)
Inventory(2,797)(5,885)
Prepaid expenses2,717 4,361 
Other assets(521)1,024 
Accounts payable(2,123)716 
Accrued compensation(600)1,932 
Accrued expenses(931)(2,268)
Other liabilities(1,307)(1,041)
Net cash flows provided by operating activities from continuing operations48,347 25,667 
Net cash flows used in operating activities from discontinued operations(931)(9,149)
Net cash flows provided by operating activities 47,416 16,518 
Cash flows from investing activities:  
Consideration paid pursuant to TELA APA (Note 12)(5,366) 
Purchases of equipment(1,420)(1,560)
Patent application costs(30)(114)
Net cash flows used in investing activities(6,816)(1,674)
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(750) 
Proceeds from exercise of stock options1,398 406 
Stock repurchased for tax withholdings on vesting of restricted stock(2,611) 
Principal payments on finance lease(18)(36)
Net cash flows (used in) provided by financing activities(33,799)370 
Net change in cash6,801 15,214 
Cash and cash equivalents, beginning of period82,000 65,950 
Cash and cash equivalents, end of period$88,801 $81,164 
See notes to unaudited condensed consolidated financial statements
9


MIMEDX GROUP, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 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.
2.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 nine months ended September 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 September 30, 2024 balance sheet presentation.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
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 condensed consolidated financial statements and the reported condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, 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 of and the probable achievement of performance conditions associated with share-based payment awards, estimates of returns and allowances, estimate of fair value of Profit Share Payments (as defined below), and valuation of deferred tax assets.
10


Intangible Assets, Net
Intangible assets are assets which lack physical substance and (a) grant the Company with a legal right or (b) 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 September 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 September 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.
11


3. Accounts Receivable, Net
Accounts receivable, net, consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Accounts receivable, gross$56,797 $57,015 
Less: allowance for doubtful accounts(2,767)(3,144)
Accounts receivable, net$54,030 $53,871 
Activity related to the Company’s allowance for doubtful accounts for the three months ended September 30, 2024 and 2023 were as follows (in thousands):
20242023
Balance at July 1$3,269 $2,196 
Bad debt (reversal) expense(279)447 
Write-offs(223)(69)
Balance at September 30$2,767 $2,574 
Activity related to the Company’s allowance for doubtful accounts for the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
20242023
Balance at January 1$3,144 3,783 
Bad debt expense141 737 
Write-offs(518)(1,946)
Balance at September 30$2,767 $2,574 
4.     Inventory
Inventory consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Raw materials$781 $825 
Work in process9,279 8,521 
Finished goods14,189 11,675 
Inventory$24,249 $21,021 
5.    Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Laboratory and clean room equipment$15,568 $13,954 
Furniture and equipment1,972 1,989 
Leasehold improvements8,199 8,141 
Construction in progress910 1,791 
Asset retirement cost881 938 
Finance lease right-of-use asset189 189 
Property and equipment, gross27,719 27,002 
Less: accumulated depreciation and amortization(21,268)(20,028)
Property and equipment, net$6,451 $6,974 
12


6.     Intangible Assets, Net
Intangible assets, net, are summarized as follows (in thousands):
September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortized intangible assets
Patents and know-how$10,207 $(8,307)$1,900 $10,039 $(7,818)$2,221 
Licenses1,000 (92)908 1,000 (54)$946 
Distribution rights7,659 (765)6,894    
Total amortized intangible assets$18,866 $(9,164)$9,702 $11,039 $(7,872)$3,167 
Unamortized intangible assets:
Tradenames and trademarks$1,008 $1,008 $1,008 $1,008 
Patents in Process491 491 1,082 1,082 
Total intangible assets$20,365 $11,201 $13,129 $5,257 
The Company recognized $0.3 million and $0.4 million of impairment of intangible assets during the three and nine months ended September 30, 2024, respectively, related to abandoned patents.
Expected future amortization of intangible assets as of September 30, 2024, is as follows (in thousands):
Year ending December 31,Estimated
Amortization
Expense
2024 (excluding the nine months ended September 30, 2024)
$577 
20251,912 
20261,757 
20271,757 
20281,755 
Thereafter1,944 
Total amortized intangible assets$9,702 
7. Accrued Expenses
Accrued expenses consisted of the following (in thousands):
September 30, 2024December 31, 2023
Commissions to sales agents$3,154 $4,136 
Accrued rebates1,806 745 
Estimated sales returns912 1,096 
Legal and settlement costs756 834 
Accrued group purchasing organization fees688 1,338 
Accrued travel587 433 
Other493 779 
Accrued expenses$8,396 $9,361 
8.    Long Term Debt, Net
13


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 September 30, 2024, the Company is in compliance with all financial 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 nine months ended September 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 September 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):
14


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 costs54 202 256 
The balances of the Term Loan Facility as of September 30, 2024 and the Hayfin Term Loan as of December 31, 2023 were as follows (in thousands):
September 30, 2024December 31, 2023
Current portion of long term debt
Long term debt, netCurrent portion of long term debtLong term debt, net
Outstanding principal$1,000 $18,250 $1,000 $49,000 
Deferred financing costs (42) (781)
Original issue discount (190) (120)
Long term debt, net$1,000 $18,018 $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 September 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 September 30,Nine Months Ended September 30,
2024202320242023
Stated interest$393 $1,554 1,451 $4,498 
Amortization of deferred financing costs5 111 38 323 
Accretion of original issue discount12 17 36 50 
Interest expense$410 $1,682 $1,525 $4,871 
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 September 30,Nine Months Ended September 30,
20242024
Commitment fee
$47 $125 
Amortization of deferred financing costs16 47 
Accretion of original issue discount42 126 
Interest expense$105 $298 
15


A summary of principal payments due on the Term Loan Facility, by year, from September 30, 2024 through maturity are as follows (in thousands):
Year ending December 31,Principal
2024 (excluding the nine months ended September 30, 2024)
$250 
2025
1,000 
2026
1,500 
2027
1,500 
2028
2,000 
Thereafter13,000 
Outstanding principal$19,250 
                                                                                
As of September 30, 2024, the fair value of the Term Loan Facility was $19.7 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 September 30, 2024 using this discount rate.
9. Net Income Per Common Share
Net income per common share is calculated using two methods: basic and diluted.
Basic Net Income Per Common Share
The following table provides a reconciliation of net income from continuing operations and calculation of basic net income (loss) per common share for each of the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per share amounts):
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net income from continuing operations$7,878 $8,842 $34,560 $16,151 
Income (loss) from discontinued operations, net of tax217 (308)421 (11,400)
Net income8,095 8,534 34,981 4,751 
Accumulated dividend on previously converted Series B Preferred Stock 1,773  5,184 
Net income available to common stockholders from continuing operations $7,878 $7,069 $34,560 $10,967 
Weighted average common shares outstanding146,958,986 116,298,146 147,008,732 115,528,067 
Basic net income (loss) per common share:
Continuing operations$0.05 $0.06 $0.24 $0.09 
Discontinued operations0.00 (0.00)0.00 (0.09)
Basic net income per common share$0.05 $0.06 $0.24 $0.00 
16


Diluted Net Income Per Common Share
The following table sets forth the computation of diluted net income per common share (in thousands, except share and per share amounts):
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net income available to common stockholders from continuing operations $7,878 $7,069 $34,560 $10,967 
Adjustments:
Dividends on Series B Preferred Stock 1,773  5,184 
Less: antidilutive adjustments   (5,184)
Total adjustments 1,773   
Numerator
Net income available to common stockholders from continuing operations 7,878 8,842 34,560 10,967 
Income (loss) from discontinued operations, net of tax217 (308)421 (11,400)
Weighted average shares outstanding146,958,986 116,298,146 147,008,732 115,528,067 
Adjustments:
Potential common shares (a)
Series B Preferred Stock  30,445,997   
Restricted stock unit awards881,237 1,845,832 1,433,335 1,219,776 
Outstanding stock options394,767 1,131,410 450,168 107,897 
Performance stock unit awards114,050 35,441 57,629 13,425 
Employee stock purchase plan24,591 1,113 14,924 372 
Restricted stock awards 15,767  23,733 
Total adjustments1,414,645 33,475,560 1,956,056 1,365,203 
Weighted average shares outstanding adjusted for potential common shares148,373,631 149,773,706 148,964,788 116,893,270 
Diluted net income (loss) per common share:
Continuing operations$0.05 $0.06 $0.23 $0.09 
Discontinued operations0.00 (0.00)$0.00 (0.09)
Diluted net income per common share$0.05 $0.06 $0.23 $0.00 
(a) Weighted average common shares outstanding for the calculation of diluted net income 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 September 30,Nine Months Ended September 30,
2024202320242023
Series B Preferred Stock   29,559,946 
10. Income Taxes
On a continuing operations basis, the effective tax rates for the Company were 31.0% and 6.3% for the three months ended September 30, 2024 and 2023, respectively. On a continuing operating basis, the effective tax rates for the Company were 24.9% and 3.4% for the nine months ended September 30, 2024 and 2023, respectively.
Effective tax rates for the three and nine months ended September 30, 2023 were impacted by a full valuation allowance against the Company’s deferred tax assets. During the fourth quarter of 2023, the Company concluded 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 nine months ended September 30, 2024 were not influenced by a valuation allowance.
17


Restricted stock vestings favorably impacted the effective tax rate for each of the three and nine ended September 30, 2024, partially offset by the executive compensation deduction limitation.
11.    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):
Nine Months Ended September 30,
 20242023
Cash paid for interest$2,297 $4,496 
Cash paid for income taxes4,833 210 
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 plan1,583 1,368 
Purchases of equipment in accounts payable 126 
        
12. 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 September 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. This amount is reflected as part of current portion of Profit Share Payments in the unaudited condensed consolidated balance sheet.
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
18


eventual recovery, loss, fines or penalties related to each pending matter may be. The Company's unaudited condensed consolidated balance sheet as of September 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 no accrual for potential losses related to legal matters as of September 30, 2024. The Company made $0.6 million payments toward the resolution of legal matters involving the Company during the nine months ended September 30, 2024. The Company paid $0.2 million toward the resolution of legal matters during the nine months ended September 30, 2023.
In addition, in the quarter ended June 30, 2024, 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 nine months ended September 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 option holders of the Company, brought a lawsuit in Fulton County State Court against the Company, former directors Terry Dewberry and Charles Evans, and former officers Parker H. “Pete” Petit, William C. Taylor, and Michael Senken alleging violations of the Georgia Racketeer Influenced and Corrupt Organizations (“RICO”) Act against all defendants, and conspiracy to violate the Georgia RICO Act and breach of fiduciary duty against the individual defendants. In August 2024, the parties reached a settlement and the matter is resolved.

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. On March 25, 2024, MIMEDX filed suit in the U.S. District Court for the Northern District of Georgia against the FDA, the U.S. Department of Health and Human Services, Xavier Becerra, in his official capacity as Secretary of Health and Human Services, and Robert Califf, M.D. in his official capacity as Commissioner of Food and Drugs at FDA alleging violations of the Administrative Procedure Act and asking the Court to vacate FDA’s designation, declare FDA’s designation as arbitrary, capricious, an abuse of discretion, and contrary to law, and declare that AXIOFILL meets the criteria to be regulated under Section 361 of the Public Health Services Act. The parties have each filed motions for summary judgment in the case; briefing on the motions is expected to be completed by November 7, 2024.

13.     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 September 30,Nine Months Ended September 30,
2024202320242023
Hospital$46,034 $47,350 $137,174 $136,108 
Private Office25,58522,95182,87468,188
Other12,43811,41135,92430,349
Total$84,057 $81,712 $255,972 234,645
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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 September 30,Nine Months Ended September 30,
2024202320242023
Wound
$55,052 $51,156 $169,647 $149,681 
Surgical
29,005 30,556 86,325 84,964 
Total$84,057 $81,712 $255,972 $234,645 
The Company did not have significant foreign operations or a single external customer from which 10% or more of revenues were derived during the three or nine months ended September 30, 2024 or 2023.
14. Discontinued Operations
Disbanding of Regenerative Medicine Business Unit
In the second quarter of 2023, the Company announced the disbanding of its Regenerative Medicine reportable segment and the suspension of its Knee Osteoarthritis clinical trial program. The announcement reflected the abandonment of the Company’s efforts to pursue a Biological License Application for its micronized dehydrated human amnion chorion membrane product and a major definitive strategic shift in the Company’s focus towards its continuing commercial pipeline as its primary source of value creation.
The Company completed the regulatory obligations associated with the clinical trial during the fourth quarter of 2023, at which time material run-off operations had ceased and Regenerative Medicine met the criteria for presentation as a discontinued operation.
Financial Statement Impact of Discontinued Operations
The income and expenses of the discontinued operation have been classified as income (loss) from discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Selling, general and administrative expense$(217)$ $(221)$ 
Research and development expense 100 (200)7,937 
Restructuring expense
 208  3,463 
Income (loss) from discontinued operations$217 $(308)$421 $(11,400)
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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Overview
Executive Summary
During the third quarter of 2024, the Company delivered 2.9% growth in net sales year-over-year. Growth in the third quarter was seen in private office sites and was relatively balanced between Wound & Surgical products. In particular, the Company saw growth of its EPIEFFECT® and AMNIOEFFECT® products and initial contributions associated with sales of our recently launched HELIOGEN® product, partially offset by commercial challenges associated with recent turnover of certain of our sales team and customers, declines in sales of AXIOFILL® and the conclusion of sales of our dental product during the third quarter 2023.

Operational and financial highlights during the quarter included:
Net sales of $84.1 million, reflecting 2.9% growth over the prior year period.
GAAP net income from continuing operations and net income margin for the third quarter of 2024 of $7.9 million and 9.4%, respectively.
Showcased leading allograft portfolio and latest scientific and clinical evidence at Symposium on Advanced Wound Care (SAWC) Fall.

Highlighted the publication of a feature article on placental allografts for patients with hard-to-heal, acute and chronic wounds in The New York Times.

Overview
MIMEDX is a pioneer and leader focused on helping humans heal. With more than a decade of experience helping clinicians manage acute and chronic wounds, MIMEDX has been dedicated to providing a leading portfolio of products for applications in the wound care, burn, and surgical sectors of healthcare. All of our products sold in the United States are regulated by the U.S. Food & Drug Administration (“FDA”). We apply Current Good Tissue Practices (“CGTP”) and other applicable quality standards in addition to terminal sterilization to produce our allografts.
This discussion, which presents our results for the three and nine months ended September 30, 2024 and 2023, should be read in conjunction with the financial statements and accompanying notes included in this Form 10-Q and the financial statements and accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023.
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Results of Operations
Three Months Ended September 30, 2024 Compared to the Three Months Ended September 30, 2023
Three Months Ended September 30,
(in thousands)
20242023$ Change% Change
Net sales$84,057 $81,712 $2,345 2.9 %
Cost of sales15,322 14,790 532 3.6 %
Gross profit68,735 66,922 1,813 2.7 %
Selling, general and administrative53,516 52,571 945 1.8 %
Research and development2,918 3,075 (157)(5.1)%
Investigation, restatement and related649 (38)687 nm
Amortization of intangible assets192 190 1.1 %
Impairment of intangible assets298 — 298 nm
Interest income (expense), net278 (1,680)1,958 nm
Other expense, net(21)(11)(10)90.9 %
Income tax provision (3,541)(591)(2,950)nm
Net income from continuing operations7,878 8,842 (964)(10.9)%
Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
Net Sales
We recorded net sales for the three months ended September 30, 2024 of $84.1 million, a $2.3 million, or 2.9%, increase compared to the three months ended September 30, 2023, in which we recognized net sales of $81.7 million.
Our sales by product line were as follows (amounts in thousands):
Three Months Ended September 30,Change
20242023$%
Wound
$55,052 $51,156 $3,896 7.6 %
Surgical
29,005 30,556 (1,551)(5.1)%
Total$84,057 $81,712 $2,345 2.9 %
Net sales of our Wound product portfolio were $55.1 million for the three months ended September 30, 2024, a $3.9 million or 7.6% increase compared to $51.2 million for the three months ended September 30, 2023. The increase was primarily driven by contributions from EPIEFFECT, partially offset by commercial challenges associated with competitive behavior in the marketplace as well as headwinds relating to turnover of certain of our sales team and customers.
Net sales of our Surgical products totaled $29.0 million for the three months ended September 30, 2024, reflecting a decrease of $1.6 million, or 5.1%, compared to $30.6 million for the three months ended September 30, 2023. Sales growth from certain Surgical products, particularly AMNIOEFFECT, as well as initial contributions associated with sales of our recently launched HELIOGEN product, were more than offset by challenges in certain regions where we have recently experienced higher than normal employee turnover and, to a lesser degree, by declines in sales of AXIOFILL during the quarter. In addition, Surgical sales for the three months ended September 30, 2023 includes $1.4 million of sales of our dental product which we have since discontinued.

Cost of Sales and Gross Profit Margin
Cost of sales for the three months ended September 30, 2024 and 2023 was $15.3 million and $14.8 million, respectively, an increase of $0.5 million, or 3.6%, year-over-year. Gross profit margin for the three months ended September 30, 2024 was 81.8% compared to 81.9% for the three months ended September 30, 2023. Increases in cost of sales were driven by increases in sales volume. The year-over-year reduction in gross margin was driven by the amortization of distribution rights stemming from the TELA Asset Purchase Agreement entered into during the first quarter of 2024, as described below. This was partially offset by favorable product mix and our continued execution on yield and scrap improvement projects.
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Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expense for the three months ended September 30, 2024 was $53.5 million, compared to $52.6 million for the three months ended September 30, 2023, an increase of $0.9 million, or 1.8%, year-over-year. The increase in SG&A expense was driven by year-over-year increases in compensation related to higher salary and benefit costs from merit raises and promotions, as well as commissions driven by increases in sales volumes and proportionally higher sales through sales agents. Incremental spend from legal and regulatory disputes in the current period also contributed to the increase, including our ongoing litigation with a competitor and several former employees.
Research and Development Expense
Our research and development (“R&D”) expense for the three months ended September 30, 2024 was $2.9 million, compared to $3.1 million for the three months ended September 30, 2023, an decrease of $0.2 million. R&D spend in the quarter was driven, in part, by the randomized controlled trial for EPIEFFECT and ongoing investments in the development of future products in our pipeline.

Investigation, Restatement and Related Expense (Benefit)
Investigation, restatement and related expense for the three months ended September 30, 2024 was an expense of $0.6 million compared to an immaterial benefit for the three months ended September 30, 2023. The increase resulted from a negotiated reductions in legal fees previously incurred under indemnification agreements with certain former members of management during the three months ended September 30, 2023. This was offset by the last material payment towards the resolution of the historical Audit Committee investigation during the three months ended September 30, 2024. We do not expect activity to be material in future periods.
Amortization of Intangible Assets
Amortization expense related to intangible assets was $0.2 million for each of the three months ended September 30, 2024 and 2023.
Impairment of Intangible Assets
Impairment for the three months ended September 30, 2024 was $0.3 million, which relates to abandoned patents.
Interest Income (Expense), Net
Interest income, net was $0.3 million for the three months ended September 30, 2024 compared to a net interest expense of $1.7 million for the three months ended September 30, 2023. The decrease in interest expense was the result of a reduction in outstanding debt, lower interest rates under the new Citizens Credit Facilities compared to our previous borrowings, and improvements in our treasury management.
Income Tax Provision Expense
The effective tax rates for the Company were 31.0% and 6.3% for the three months ended September 30, 2024 and September 30, 2023, respectively.
The effective tax rate for the three months ended September 30, 2023 reflected a valuation allowance against all of the Company’s deferred tax assets. During the fourth quarter of 2023, we concluded that we were no longer in a cumulative three-year loss on a continuing operations basis, after excluding the effects of permanent book-tax differences. The absence of such negative evidence, coupled with our expectations for future taxable income generation, led to a change in our assessment of the realizability of our deferred tax assets. The effective tax rate for the three months ended September 30, 2024 was not influenced by a valuation allowance against deferred tax assets, which had an unfavorable impact on the effective tax rate.
The effective tax rate for the three months ended September 30, 2024 was favorably impacted by restricted stock vestings, offset by executive compensation deduction limitations.
Nine Months Ended September 30, 2024 Compared to the Nine Months Ended September 30, 2023
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Nine Months Ended September 30,
(in thousands)
20242023$ Change% Change
Net sales$255,972 $234,645 $21,327 9.1 %
Cost of sales43,164 40,792 2,372 5.8 %
Gross profit212,808 193,853 18,955 9.8 %
Selling, general and administrative164,044 156,773 7,271 4.6 %
Research and development8,770 10,232 (1,462)(14.3)%
Investigation, restatement and related(8,741)4,652 (13,393)nm
Amortization of intangible assets572 570 0.4 %
Impairment of intangible assets352 — 352 nm
Interest expense, net(1,409)(4,864)3,455 (71.0)%
Other expense, net(357)(42)(315)nm
Income tax provision expense(11,485)(569)(10,916)nm
Net income from continuing operations$34,560 $16,151 $18,409 nm
Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
Net Sales
We recorded net sales for the nine months ended September 30, 2024 of $256.0 million, a $21.3 million, or 9.1%, increase compared to the nine months ended September 30, 2023, for which we recorded net sales of $234.6 million.
Our sales by product were as follows (amounts in thousands):
Nine Months Ended September 30,Change
20242023$%
Wound $169,647 $149,681 $19,966 13.3 %
Surgical86,32584,9641,361 1.6 %
Total$255,972 $234,645 $21,327 9.1 %
Net sales of our Wound product portfolio were $169.6 million for the nine months ended September 30, 2024, a $20.0 million or 13.3% increase compared to $149.7 million for the nine months ended September 30, 2023. The increase was primarily driven by contributions from EPIEFFECT, which did not have comparative sales for the nine months ended September 30, 2023, partially offset by commercial challenges associated with competitive behavior in the marketplace.
Net sales of our Surgical products totaled $86.3 million, reflecting growth of $1.4 million, or 1.6%, compared to the nine months ended September 30, 2023. The increase was primarily driven by growing volume contributions from AMNIOEFFECT and AMNIOFIX, as well as initial contributions associated with sales of our recently launched HELIOGEN product, partially offset by lower sales of AXIOFILL compared to the prior year period. In addition, Surgical sales for the nine months ended September 30, 2023 reflects approximately $3 million of sales of our dental product which we have since discontinued.
Cost of Sales and Gross Profit Margin
Cost of sales for the nine months ended September 30, 2024 was $43.2 million, an increase of $2.4 million, or 5.8%, compared to $40.8 million for the nine months ended September 30, 2023. Gross profit margin for the nine months ended September 30, 2024 was 83.1% compared to 82.6% for the nine months ended September 30, 2023. Increases in cost of sales were driven by increases in sales volume. The year-over-year improvement in gross margin was driven by favorable product mix and our continued execution on yield and scrap improvement projects, partially offset by the amortization of distribution rights stemming from the TELA Asset Purchase Agreement entered into during the first quarter of 2024.
Selling, General and Administrative Expense
Selling, general and administrative expenses for the nine months ended September 30, 2024 increased $7.3 million, or 4.6%, to $164.0 million, compared to $156.8 million for the nine months ended September 30, 2023. The increase in SG&A expenses
24


was driven by year-over-year increases in compensation related to higher salary and benefit costs from merit raises and promotions, as well as commissions driven by increases in sales volumes and proportionally higher sales through sales agents. Incremental spend from legal and regulatory disputes in the current period also contributed to the increase, including our ongoing litigation with a competitor and several former employees.
Research and Development Expense
Our research and development expenses decreased $1.5 million, or 14.3%, to $8.8 million for the nine months ended September 30, 2024, compared to $10.2 million for the nine months ended September 30, 2023. This decrease was driven primarily by lower headcount and the timing of R&D activities compared to the prior year.
Investigation, Restatement and Related Expense
Investigation, restatement and related expenses for the nine months ended September 30, 2024 was a benefit of $8.7 million compared to expense of $4.7 million for the nine months ended September 30, 2023. The benefit resulted from various settlements related to former officers and other related matters as well as negotiated reductions in legal fees previously incurred under indemnification agreements with certain former members of management during the nine months ended September 30, 2023. This was offset by the last material payment towards the resolution of our historical Audit Committee investigation during the nine months ended September 30, 2024. We do not expect activity to be material in future periods .
Amortization of Intangible Assets
Amortization expense related to intangible assets was $0.6 million for each of the nine months ended September 30, 2023 and 2023.
Impairment of Intangible Assets
Impairment for the nine months ended September 30, 2024 was $0.4 million, which relates to abandoned patents.
Interest Expense, Net
Interest expense, net was $1.4 million for the nine months ended September 30, 2024 compared to $4.9 million for the nine months ended September 30, 2023. The decrease was the result of a decrease in outstanding debt, lower interest rates under the Citizens Credit Facilities, and improvements in our treasury management. The decrease was partially offset by a loss on extinguishment of debt due to repaying and terminating a previous loan agreement during the first quarter of 2024 ($1.4 million).
Income Tax Provision Expense
The effective tax rates for the Company were 24.9% and 3.4% for the nine months ended September 30, 2024 and 2023, respectively.
During the fourth quarter of 2023, we noted that we were 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 our expectations for future taxable income generation, led to a change in our assessment of the realizability of our deferred tax assets. Consequently, the effective tax rate for the nine months ended September 30, 2024 was not influenced by a valuation allowance reflected against deferred tax assets, which had an unfavorable impact on the effective tax rate.
The effective tax rate for the nine months ended September 30, 2024 was favorably impacted by vestings of restricted stock units, offset by executive compensation deduction limitations.
Discussion of Cash Flows
Operating Activities
Net cash provided by operating activities from continuing operations during the nine months ended September 30, 2024 was $47.4 million, compared to cash provided by operating activities from continuing operations of $16.5 million for the nine months ended September 30, 2023. The change was primarily the result of year-over-year increases in net sales, which drove increases in collections from customers.
Investing Activities
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Net cash used for investing activities during the nine months ended September 30, 2024 was $6.8 million, compared to $1.7 million for the nine months ended September 30, 2023. This increase was largely the result of our investment to expand our product portfolio through the TELA and Regenity agreements, as described below in “Liquidity and Capital Resources.”
Financing Activities
Net cash used for financing activities during the nine months ended September 30, 2024 was $33.8 million. Cash provided by financing activities was $0.4 million during the nine months ended September 30, 2023. The cash used during the nine months ended September 30, 2024 was due to the repayment of the initial $30.0 million drawing under the Revolving Credit Facility, as described below in “Liquidity and Capital Resources,” deferred financing costs and other payments made as part of the Debt Refinancing Transactions, as defined below, and stock repurchases for tax withholdings upon vesting of employee stock awards.
Liquidity and Capital Resources
We require capital for our operating activities, including costs associated with the sale of product through direct and indirect sales channels, research and development activities, compliance costs, costs to sell and market our products, regulatory fees, and legal and consulting fees in connection with ongoing litigation and other matters. We generally fund our operating capital requirements through our operating activities and cash reserves. We expect to use capital to invest in the broadening of our product portfolio, including through potential acquisitions, licensing agreements or other arrangements, the international expansion of our business and certain capital projects.
As of September 30, 2024, we had $88.8 million of cash and cash equivalents, total current assets of $172.1 million and total current liabilities of $41.9 million, reflecting a current ratio of 4.1. We had no borrowings outstanding and $75 million of availability under our Revolving Credit Facility (as defined below).
The Company is currently paying its obligations in the ordinary course of business. We believe that our cash from operating activities, existing cash and cash equivalents, and available credit under the Citizens Credit Agreement, as defined below, will enable us to meet our operational liquidity needs for the twelve months following the filing date of this Quarterly Report.
Citizens Credit Facilities
On January 19, 2024, we entered into a Credit Agreement (the “Citizens Credit Agreement”) with a syndicate of banks comprised of Citizens Bank, N.A. as administrative agent (the “Agent”), and Bank of America, N.A. The Citizens Credit Agreement was designed to simultaneously improve our capital structure, providing the ability to refinance our prior $50 million senior secured term loan under the Hayfin Loan Agreement (as defined below) at lower interest rates and have access to additional borrowing capacity that could be deployed in the future in support of our organic and potential inorganic growth objectives.
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”), and are guaranteed by certain of our subsidiaries, and secured by substantially all of the assets of the Company and the guarantors pursuant to a customary security agreement. Subject to the terms of the Citizens Credit Agreement, we have 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 our Consolidated EBITDA as defined therein, each subject to the existing or any new lenders’ election to extend additional term loans or revolving commitments.
At our 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. 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.
We are 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), 1.875% (for year three and four), and 2.5% (for year five) based on the aggregate principal amount outstanding under the Term Loan Facility at inception, with the remainder due on the Maturity Date. We must make mandatory prepayments in connection with certain asset dispositions and casualty events, subject in each case to customary reinvestment
26


rights. We 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. We 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 September 30, 2024, the Company is in compliance with all financial covenants under the Credit Facilities.
On January 19, 2024, we 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 obligations under that certain Loan Agreement, dated as of June 30, 2020 (as amended from time to time), by and among the Company, the guarantors party thereto, the lenders party thereto and Hayfin Services LLP, as administrative and collateral agent (as amended from time to time, the “Hayfin Loan Agreement”) and to pay related fees, premiums, costs and expenses (collectively with the entry into the Citizens Credit Agreement and the initial borrowings thereunder, the “Debt Refinancing Transactions”).
On February 27, 2024, we repaid the initial $30.0 million drawing under the Revolving Credit Facility.
Contractual Obligations
Except as described below, there were no significant changes to our contractual obligations during the nine months ended September 30, 2024 from those disclosed in the section Item 7, “Management’s Discussion and Analysis of Financial Condition and Results from Operations”, in our 2023 Form 10-K.
TELA and Regenity Agreements
On March 15, 2024, the Company entered into an Asset Purchase Agreement (the “TELA APA”) with TELA Bio, Inc. (“TELA”) and a manufacturing and supply agreement (the “Supply Agreement”) with Regenity Biosciences, Inc. (“Regenity”), adding to the Company’s product portfolio a 510(k)-cleared collagen particulate xenograft product now marketed as HELIOGEN (“HELIOGEN”) indicated for the management of moderately to heavily exudating wounds and to control minor bleeding. Under the terms of the TELA APA, the Company made an initial $5.0 million payment to TELA and will be required to make additional future payments aggregating between a minimum of $3.0 million and a maximum of $7.0 million, based on net sales of HELIOGEN over the next two years from June 2024.
The Supply Agreement maintains MIMEDX’s exclusive right to sell and market HELIOGEN in the United States and requires MIMEDX to purchase a minimum amount of HELIOGEN from Regenity annually through December 31, 2033. Should MIMEDX fail to meet a purchasing minimum in any one period, it has the option (among others) to amend its distribution rights under the Supply Agreement to be non-exclusive.
Critical Accounting Estimates
In preparing financial statements, we follow accounting principles generally accepted in the United States, which require us to make certain estimates and apply judgments that affect our financial position and results of operations. We regularly review our accounting policies and financial information disclosures. A summary of critical accounting estimates in preparing the financial statements was provided in our 2023 Form 10-K.
Recent Accounting Pronouncements
For the effect of recent accounting pronouncements, see Note 2, Significant Accounting Policies, to the unaudited condensed consolidated financial statements contained herein.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
We are exposed to risks associated with changes in interest rates that could adversely affect our results of operations and financial condition. We do not hedge against interest rate risk.
The interest rate on our Term Loan Facility is determined quarterly based on the 1-month term SOFR. As of September 30, 2024, the interest rate on our Term Loan Facility was 7.9%. A 100 basis point change in SOFR would change our interest expense by $0.2 million on an annualized basis.
27


Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, or the Exchange Act) as of the end of the period covered by this report. Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of the end of the period covered by this report were effective at a reasonable assurance level in ensuring that information required to be disclosed by us in reports that we file or submit under the Exchange Act (i) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (ii) accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely discussions regarding required disclosure. We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) of the Exchange Act) that occurred during the fiscal quarter ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
28


PART II – OTHER INFORMATION

Item 1. Legal Proceedings
The Company and its subsidiaries are parties to numerous claims and lawsuits arising in the ordinary course of its business activities, some of which involve claims for substantial amounts. The ultimate outcome of these suits cannot be ascertained at this time. The description of the Welker v. MiMedx, et. Al case, which was settled in August 2024, contained in Note 12, “Commitments and Contingencies,” to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report, is incorporated herein by reference.
Item 1A. Risk Factors
There have been no material changes to the Company’s risk factors included in its 2023 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) None.

(b) None.

(c) The following table sets forth information regarding the purchases of the Company’s equity securities made by or on behalf of the Company or any affiliated purchases (as defined in Exchange Act Rule 10b-18) during the three month period ended September 30, 2024:
Total number of shares purchased1
Average price paid per shareTotal number of shares purchased under publicly announced planApproximate dollar value of shares that may yet be purchased under plans or programs
July 1 - July 31, 202431,380 $7.18 — $— 
August 1 - August 31, 2024— — — — 
September 1 - September 30, 2024— — — — 
Total for the quarter31,380 $7.18 $— $— 
(1) Reflect repurchases of shares by the Company upon vesting of employee restricted stock units in order to satisfy tax withholding obligations.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
Insider Trading Arrangements and Policies
During the three months ended September 30, 2024, no director or officer of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.






29







Item 6. Exhibits
Exhibit
Number
Description
31.1 #
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2 #
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32.1 #
Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
32.2 #
Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101.INS #XBRL Instance Document
101.SCH #XBRL Taxonomy Extension Schema Document
101.CAL #XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF #XBRL Taxonomy Extension Definition Linkbase Document
101.LAB #XBRL Taxonomy Extension Label Linkbase Document
101.PRE #XBRL Taxonomy Extension Presentation Linkbase Document
*Previously filed and incorporated herein by reference
#Filed or furnished herewith


SIGNATURES
    Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
October 30, 2024
MIMEDX GROUP, INC.
   
 By:/s/ Doug Rice
  Doug Rice
  Chief Financial Officer
(duly authorized officer)
30

Exhibit 31.1

CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO RULES 13a-14(A) AND 15d-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
I, Joseph H. Capper, certify that:
 
1. I have reviewed this Quarterly Report on Form 10-Q of MiMedx Group, Inc. (the “Report”); 
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.




Date:October 30, 2024/s/ Joseph H. Capper
 Joseph H. Capper
 Chief Executive Officer



Exhibit 31.2

CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO RULES 13a-14(A) AND 15d-14(A)
OF THE SECURITIES EXCHANGE ACT OF 1934
 
I, Doug Rice, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q of MiMedx Group, Inc. (the “Report”);
2. Based on my knowledge, this Report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this Report;
3. Based on my knowledge, the financial statements, and other financial information included in this Report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this Report;
4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this Report is being prepared;
(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this Report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this Report based on such evaluation; and
(d) Disclosed in this Report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



 
Date:October 30, 2024/s/ Doug Rice
 Doug Rice
 Chief Financial Officer



Exhibit 32.1
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
    The undersigned Joseph H. Capper, the Chief Executive Officer of MiMedx Group, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2024 (the “Report”). Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies, to his knowledge, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
Date:October 30, 2024/s/ Joseph H. Capper
 Joseph H. Capper
 Chief Executive Officer



 Exhibit 32.2
 
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED
PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
 
    The undersigned, Doug Rice, the Chief Financial Officer of MiMedx Group, Inc. (the “Company”), has executed this certification in connection with the filing with the Securities and Exchange Commission of the Company’s Quarterly Report on Form 10-Q for the period ending September 30, 2024 (the “Report”). Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned hereby certifies, to his knowledge, that:

(1)the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date:October 30, 2024/s/ Doug Rice
 Doug Rice
 Chief Financial Officer


v3.24.3
Cover - shares
9 Months Ended
Sep. 30, 2024
Oct. 21, 2024
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Sep. 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 $0.001 per share  
Trading Symbol MDXG  
Security Exchange Name NASDAQ  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   146,946,213
Entity Central Index Key 0001376339  
Current Fiscal Year End Date --12-31  
Document Fiscal Year Focus 2024  
Document Fiscal Period Focus Q3  
Amendment Flag false  
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 88,801 $ 82,000
Accounts receivable, net 54,030 53,871
Inventory 24,249 21,021
Prepaid expenses 2,907 5,624
Other current assets 2,152 1,745
Total current assets 172,139 164,261
Property and equipment, net 6,451 6,974
Right of use asset 2,843 2,132
Deferred tax asset, net 30,636 40,777
Goodwill 19,441 19,441
Intangible assets, net 11,201 5,257
Other assets 1,180 205
Total assets 243,891 239,047
Current liabilities:    
Current portion of long term debt 1,000 1,000
Accounts payable 6,924 9,048
Accrued compensation 20,170 22,353
Accrued expenses 8,396 9,361
Current portion of Profit Share Payments (Note 12) 2,860 0
Current liabilities of discontinued operations 0 1,352
Other current liabilities 2,591 2,894
Total current liabilities 41,941 46,008
Long term debt, net 18,018 48,099
Other liabilities 2,924 2,223
Total liabilities 62,883 96,330
Commitments and contingencies (Note 12)
Stockholders' equity    
Common stock; $0.001 par value; 250,000,000 shares authorized; 146,962,812 issued and outstanding at September 30, 2024 and 146,227,639 issued and outstanding at December 31, 2023 147 146
Additional paid-in capital 279,558 276,249
Accumulated deficit (98,697) (133,678)
Total stockholders' equity 181,008 142,717
Total liabilities and stockholders’ equity $ 243,891 $ 239,047
v3.24.3
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 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) 146,962,812 146,227,639
Common stock, shares outstanding (in shares) 146,962,812 146,227,639
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Statement [Abstract]        
Net sales $ 84,057 $ 81,712 $ 255,972 $ 234,645
Cost of sales 15,322 14,790 43,164 40,792
Gross profit 68,735 66,922 212,808 193,853
Operating expenses:        
Selling, general and administrative 53,516 52,571 164,044 156,773
Research and development 2,918 3,075 8,770 10,232
Investigation, restatement and related 649 (38) (8,741) 4,652
Amortization of intangible assets 192 190 572 570
Impairment of intangible assets 298 0 352 0
Operating income 11,162 11,124 47,811 21,626
Other expense, net        
Interest income (expense), net 278 (1,680) (1,409) (4,864)
Other expense, net (21) (11) (357) (42)
Income from continuing operations before income tax provision 11,419 9,433 46,045 16,720
Income tax provision from continuing operations (3,541) (591) (11,485) (569)
Net income from continuing operations 7,878 8,842 34,560 16,151
Income (loss) from discontinued operations, net of tax 217 (308) 421 (11,400)
Net income 8,095 8,534 34,981 4,751
Net income available to common stockholders from continuing operations $ 7,878 $ 7,069 $ 34,560 $ 10,967
Basic net income per common share:        
Continuing operations - basic (in dollars per share) $ 0.05 $ 0.06 $ 0.24 $ 0.09
Discontinued operations - basic (in dollars per share) 0.00 0.00 0.00 (0.09)
Basic net income per common share (in dollars per share) 0.05 0.06 0.24 0.00
Diluted net income per common share:        
Continuing operations - diluted(in dollars per share) 0.05 0.06 0.23 0.09
Discontinued operations - diluted (in dollars per share) 0.00 0.00 0.00 (0.09)
Diluted net income per common share (in dollars per share) $ 0.05 $ 0.06 $ 0.23 $ 0.00
Weighted average common shares outstanding - basic (in shares) 146,958,986 116,298,146 147,008,732 115,528,067
Weighted average shares outstanding - diluted (in shares) 148,373,631 149,773,706 148,964,788 116,893,270
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands
Total
Common Stock Issued
Additional Paid - In Capital
Treasury Stock
Accumulated Deficit
Balance beginning of period (in shares) at Dec. 31, 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 12,793   12,793    
Employee stock purchase plan (in shares)   444,809      
Employee stock purchase plan 1,368   1,368    
Exercise of stock options (in shares)   45,567   (17,032)  
Exercise of stock options 406   294 $ 112  
Issuance of restricted stock 0 $ 2 (268) $ 266  
Issuance of restricted stock (in shares)   2,163,925   (73,335)  
Restricted stock shares canceled/forfeited 0   378 $ (378)  
Restricted stock canceled/forfeited (in shares)       90,367  
Net income 4,751       4,751
Balance end of period (in shares) at Sep. 30, 2023   116,359,748      
Balance, end of period at Sep. 30, 2023 1,330 $ 116 188,369 $ 0 (187,155)
Treasury stock, ending balance (in shares) at Sep. 30, 2023       0  
Balance beginning of period (in shares) at Jun. 30, 2023   116,109,125      
Balance, beginning of period at Jun. 30, 2023 (12,666) $ 116 182,907 $ 0 (195,689)
Treasury stock, beginning balance (in shares) at Jun. 30, 2023       0  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation expense 4,388   4,388    
Employee stock purchase plan (in shares)   209,390      
Employee stock purchase plan 688   688    
Exercise of stock options (in shares)   41,233   (17,032)  
Exercise of stock options 386   274 $ 112  
Issuance of restricted stock 0   (73) $ 73  
Issuance of restricted stock (in shares)       (11,080)  
Restricted stock shares canceled/forfeited 0   185 $ (185)  
Restricted stock canceled/forfeited (in shares)       28,112  
Net income 8,534       8,534
Balance end of period (in shares) at Sep. 30, 2023   116,359,748      
Balance, end of period at Sep. 30, 2023 $ 1,330 $ 116 188,369 $ 0 (187,155)
Treasury stock, ending balance (in shares) at Sep. 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 12,240   12,240    
Employee stock purchase plan (in shares)   245,640      
Employee stock purchase plan 1,583   1,583    
Issuance of restricted stock, net (in shares)   1,481,847      
Issuance of restricted stock, net (2,611) $ 2 (2,613)    
Exercise of stock options (in shares)   207,686      
Exercise of stock options 1,398   1,398    
Shares received in settlement of litigation (in shares)   (1,200,000)      
Shares received in settlement of litigation (9,300) $ (1) (9,299)    
Net income $ 34,981       34,981
Balance end of period (in shares) at Sep. 30, 2024 146,962,812 146,962,812      
Balance, end of period at Sep. 30, 2024 $ 181,008 $ 147 279,558 $ 0 (98,697)
Treasury stock, ending balance (in shares) at Sep. 30, 2024       0  
Balance beginning of period (in shares) at Jun. 30, 2024   146,749,402      
Balance, beginning of period at Jun. 30, 2024 168,040 $ 147 274,685 $ 0 (106,792)
Treasury stock, beginning balance (in shares) at Jun. 30, 2024       0  
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Share-based compensation expense 3,810   3,810    
Employee stock purchase plan (in shares)   123,857      
Employee stock purchase plan 785   785    
Issuance of restricted stock, net (in shares)   27,887      
Issuance of restricted stock, net (109)   (109)    
Exercise of stock options (in shares)   61,666      
Exercise of stock options 387   387    
Net income $ 8,095       8,095
Balance end of period (in shares) at Sep. 30, 2024 146,962,812 146,962,812      
Balance, end of period at Sep. 30, 2024 $ 181,008 $ 147 $ 279,558 $ 0 $ (98,697)
Treasury stock, ending balance (in shares) at Sep. 30, 2024       0  
v3.24.3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities:    
Net income (loss) from continuing operations $ 34,560 $ 16,151
Adjustments to reconcile net income (loss) from continuing operations to net cash flows provided by operating activities from continuing operations:    
Share-based compensation 12,240 12,573
Fair value of shares received in settlement of litigation (Note 12) (9,300) 0
Change in deferred income taxes 10,142 0
Depreciation 1,715 2,054
Loss on extinguishment of debt 1,401 0
Amortization of intangible assets 1,336 570
Non-cash lease expenses 972 959
Impairment of intangible assets 352 0
Amortization of deferred financing costs 219 373
Bad debt expense 141 737
Other 430 70
Increase (decrease) in cash resulting from changes in:    
Accounts receivable (299) (6,659)
Inventory (2,797) (5,885)
Prepaid expenses 2,717 4,361
Other assets (521) 1,024
Accounts payable (2,123) 716
Accrued compensation (600) 1,932
Accrued expenses (931) (2,268)
Other liabilities (1,307) (1,041)
Net cash flows provided by operating activities from continuing operations 48,347 25,667
Net cash flows used in operating activities from discontinued operations (931) (9,149)
Net cash flows provided by operating activities 47,416 16,518
Cash flows from investing activities:    
Consideration paid pursuant to TELA APA (Note 12) (5,366) 0
Purchases of equipment (1,420) (1,560)
Patent application costs (30) (114)
Net cash flows used in investing activities (6,816) (1,674)
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 (750) 0
Proceeds from exercise of stock options 1,398 406
Stock repurchased for tax withholdings on vesting of restricted stock (2,611) 0
Principal payments on finance lease (18) (36)
Net cash flows (used in) provided by financing activities (33,799) 370
Net change in cash 6,801 15,214
Cash and cash equivalents, beginning of period 82,000 65,950
Cash and cash equivalents, end of period $ 88,801 $ 81,164
v3.24.3
Nature of Business
9 Months Ended
Sep. 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.
v3.24.3
Significant Accounting Policies
9 Months Ended
Sep. 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 nine months ended September 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 September 30, 2024 balance sheet presentation.
Principles of Consolidation
The condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
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 condensed consolidated financial statements and the reported condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, 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 of and the probable achievement of performance conditions associated with share-based payment awards, 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 (a) grant the Company with a legal right or (b) 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 September 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 September 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.
v3.24.3
Accounts Receivable, Net
9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Accounts Receivable, Net Accounts Receivable, Net
Accounts receivable, net, consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Accounts receivable, gross$56,797 $57,015 
Less: allowance for doubtful accounts(2,767)(3,144)
Accounts receivable, net$54,030 $53,871 
Activity related to the Company’s allowance for doubtful accounts for the three months ended September 30, 2024 and 2023 were as follows (in thousands):
20242023
Balance at July 1$3,269 $2,196 
Bad debt (reversal) expense(279)447 
Write-offs(223)(69)
Balance at September 30$2,767 $2,574 
Activity related to the Company’s allowance for doubtful accounts for the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
20242023
Balance at January 1$3,144 3,783 
Bad debt expense141 737 
Write-offs(518)(1,946)
Balance at September 30$2,767 $2,574 
v3.24.3
Inventory
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Inventory Inventory
Inventory consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Raw materials$781 $825 
Work in process9,279 8,521 
Finished goods14,189 11,675 
Inventory$24,249 $21,021 
v3.24.3
Property and Equipment, Net
9 Months Ended
Sep. 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):
 September 30, 2024December 31, 2023
Laboratory and clean room equipment$15,568 $13,954 
Furniture and equipment1,972 1,989 
Leasehold improvements8,199 8,141 
Construction in progress910 1,791 
Asset retirement cost881 938 
Finance lease right-of-use asset189 189 
Property and equipment, gross27,719 27,002 
Less: accumulated depreciation and amortization(21,268)(20,028)
Property and equipment, net$6,451 $6,974 
v3.24.3
Intangible Assets, Net
9 Months Ended
Sep. 30, 2024
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net Intangible Assets, Net
Intangible assets, net, are summarized as follows (in thousands):
September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortized intangible assets
Patents and know-how$10,207 $(8,307)$1,900 $10,039 $(7,818)$2,221 
Licenses1,000 (92)908 1,000 (54)$946 
Distribution rights7,659 (765)6,894 — — — 
Total amortized intangible assets$18,866 $(9,164)$9,702 $11,039 $(7,872)$3,167 
Unamortized intangible assets:
Tradenames and trademarks$1,008 $1,008 $1,008 $1,008 
Patents in Process491 491 1,082 1,082 
Total intangible assets$20,365 $11,201 $13,129 $5,257 
The Company recognized $0.3 million and $0.4 million of impairment of intangible assets during the three and nine months ended September 30, 2024, respectively, related to abandoned patents.
Expected future amortization of intangible assets as of September 30, 2024, is as follows (in thousands):
Year ending December 31,Estimated
Amortization
Expense
2024 (excluding the nine months ended September 30, 2024)
$577 
20251,912 
20261,757 
20271,757 
20281,755 
Thereafter1,944 
Total amortized intangible assets$9,702 
v3.24.3
Accrued Expenses
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Accrued Expenses Accrued Expenses
Accrued expenses consisted of the following (in thousands):
September 30, 2024December 31, 2023
Commissions to sales agents$3,154 $4,136 
Accrued rebates1,806 745 
Estimated sales returns912 1,096 
Legal and settlement costs756 834 
Accrued group purchasing organization fees688 1,338 
Accrued travel587 433 
Other493 779 
Accrued expenses$8,396 $9,361 
v3.24.3
Long Term Debt, Net
9 Months Ended
Sep. 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 September 30, 2024, the Company is in compliance with all financial 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 nine months ended September 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 September 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 costs54 202 256 
The balances of the Term Loan Facility as of September 30, 2024 and the Hayfin Term Loan as of December 31, 2023 were as follows (in thousands):
September 30, 2024December 31, 2023
Current portion of long term debt
Long term debt, netCurrent portion of long term debtLong term debt, net
Outstanding principal$1,000 $18,250 $1,000 $49,000 
Deferred financing costs— (42)— (781)
Original issue discount— (190)— (120)
Long term debt, net$1,000 $18,018 $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 September 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 September 30,Nine Months Ended September 30,
2024202320242023
Stated interest$393 $1,554 1,451 $4,498 
Amortization of deferred financing costs111 38 323 
Accretion of original issue discount12 17 36 50 
Interest expense$410 $1,682 $1,525 $4,871 
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 September 30,Nine Months Ended September 30,
20242024
Commitment fee
$47 $125 
Amortization of deferred financing costs16 47 
Accretion of original issue discount42 126 
Interest expense$105 $298 
A summary of principal payments due on the Term Loan Facility, by year, from September 30, 2024 through maturity are as follows (in thousands):
Year ending December 31,Principal
2024 (excluding the nine months ended September 30, 2024)
$250 
2025
1,000 
2026
1,500 
2027
1,500 
2028
2,000 
Thereafter13,000 
Outstanding principal$19,250 
As of September 30, 2024, the fair value of the Term Loan Facility was $19.7 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 September 30, 2024 using this discount rate.
v3.24.3
Net Income Per Common Share
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Net Income Per Common Share Net Income Per Common Share
Net income per common share is calculated using two methods: basic and diluted.
Basic Net Income Per Common Share
The following table provides a reconciliation of net income from continuing operations and calculation of basic net income (loss) per common share for each of the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per share amounts):
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net income from continuing operations$7,878 $8,842 $34,560 $16,151 
Income (loss) from discontinued operations, net of tax217 (308)421 (11,400)
Net income8,095 8,534 34,981 4,751 
Accumulated dividend on previously converted Series B Preferred Stock— 1,773 — 5,184 
Net income available to common stockholders from continuing operations $7,878 $7,069 $34,560 $10,967 
Weighted average common shares outstanding146,958,986 116,298,146 147,008,732 115,528,067 
Basic net income (loss) per common share:
Continuing operations$0.05 $0.06 $0.24 $0.09 
Discontinued operations0.00 (0.00)0.00 (0.09)
Basic net income per common share$0.05 $0.06 $0.24 $0.00 
Diluted Net Income Per Common Share
The following table sets forth the computation of diluted net income per common share (in thousands, except share and per share amounts):
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net income available to common stockholders from continuing operations $7,878 $7,069 $34,560 $10,967 
Adjustments:
Dividends on Series B Preferred Stock— 1,773 — 5,184 
Less: antidilutive adjustments— — — (5,184)
Total adjustments— 1,773 — — 
Numerator
Net income available to common stockholders from continuing operations 7,878 8,842 34,560 10,967 
Income (loss) from discontinued operations, net of tax217 (308)421 (11,400)
Weighted average shares outstanding146,958,986 116,298,146 147,008,732 115,528,067 
Adjustments:
Potential common shares (a)
Series B Preferred Stock — 30,445,997 — — 
Restricted stock unit awards881,237 1,845,832 1,433,335 1,219,776 
Outstanding stock options394,767 1,131,410 450,168 107,897 
Performance stock unit awards114,050 35,441 57,629 13,425 
Employee stock purchase plan24,591 1,113 14,924 372 
Restricted stock awards— 15,767 — 23,733 
Total adjustments1,414,645 33,475,560 1,956,056 1,365,203 
Weighted average shares outstanding adjusted for potential common shares148,373,631 149,773,706 148,964,788 116,893,270 
Diluted net income (loss) per common share:
Continuing operations$0.05 $0.06 $0.23 $0.09 
Discontinued operations0.00 (0.00)$0.00 (0.09)
Diluted net income per common share$0.05 $0.06 $0.23 $0.00 
(a) Weighted average common shares outstanding for the calculation of diluted net income 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 September 30,Nine Months Ended September 30,
2024202320242023
Series B Preferred Stock— — — 29,559,946 
v3.24.3
Income Taxes
9 Months Ended
Sep. 30, 2024
Income Tax Disclosure [Abstract]  
Income Taxes Income Taxes
On a continuing operations basis, the effective tax rates for the Company were 31.0% and 6.3% for the three months ended September 30, 2024 and 2023, respectively. On a continuing operating basis, the effective tax rates for the Company were 24.9% and 3.4% for the nine months ended September 30, 2024 and 2023, respectively.
Effective tax rates for the three and nine months ended September 30, 2023 were impacted by a full valuation allowance against the Company’s deferred tax assets. During the fourth quarter of 2023, the Company concluded 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 nine months ended September 30, 2024 were not influenced by a valuation allowance.
Restricted stock vestings favorably impacted the effective tax rate for each of the three and nine ended September 30, 2024, partially offset by the executive compensation deduction limitation.
v3.24.3
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities
9 Months Ended
Sep. 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):
Nine Months Ended September 30,
 20242023
Cash paid for interest$2,297 $4,496 
Cash paid for income taxes4,833 210 
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 plan1,583 1,368 
Purchases of equipment in accounts payable— 126 
v3.24.3
Commitments and Contingencies
9 Months Ended
Sep. 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 September 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. This amount is reflected as part of current portion of Profit Share Payments
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 September 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 no accrual for potential losses related to legal matters as of September 30, 2024. The Company made $0.6 million payments toward the resolution of legal matters involving the Company during the nine months ended September 30, 2024. The Company paid $0.2 million toward the resolution of legal matters during the nine months ended September 30, 2023.
In addition, in the quarter ended June 30, 2024, 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 nine months ended September 30, 2024.
The following is a description of certain litigation and regulatory matters to which the Company is a party:
AXIOFILL
v3.24.3
Revenue
9 Months Ended
Sep. 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 September 30,Nine Months Ended September 30,
2024202320242023
Hospital$46,034 $47,350 $137,174 $136,108 
Private Office25,58522,95182,87468,188
Other12,43811,41135,92430,349
Total$84,057 $81,712 $255,972 234,645
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 September 30,Nine Months Ended September 30,
2024202320242023
Wound
$55,052 $51,156 $169,647 $149,681 
Surgical
29,005 30,556 86,325 84,964 
Total$84,057 $81,712 $255,972 $234,645 
The Company did not have significant foreign operations or a single external customer from which 10% or more of revenues were derived during the three or nine months ended September 30, 2024 or 2023.
v3.24.3
Discontinued Operations
9 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Discontinued Operations Discontinued Operations
Disbanding of Regenerative Medicine Business Unit
In the second quarter of 2023, the Company announced the disbanding of its Regenerative Medicine reportable segment and the suspension of its Knee Osteoarthritis clinical trial program. The announcement reflected the abandonment of the Company’s efforts to pursue a Biological License Application for its micronized dehydrated human amnion chorion membrane product and a major definitive strategic shift in the Company’s focus towards its continuing commercial pipeline as its primary source of value creation.
The Company completed the regulatory obligations associated with the clinical trial during the fourth quarter of 2023, at which time material run-off operations had ceased and Regenerative Medicine met the criteria for presentation as a discontinued operation.
Financial Statement Impact of Discontinued Operations
The income and expenses of the discontinued operation have been classified as income (loss) from discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Selling, general and administrative expense$(217)$— $(221)$— 
Research and development expense— 100 (200)7,937 
Restructuring expense
— 208 — 3,463 
Income (loss) from discontinued operations$217 $(308)$421 $(11,400)
v3.24.3
Pay vs Performance Disclosure - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure        
Net Income (Loss) $ 8,095 $ 8,534 $ 34,981 $ 4,751
v3.24.3
Insider Trading Arrangements
3 Months Ended
Sep. 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
v3.24.3
Significant Accounting Policies (Policies)
9 Months Ended
Sep. 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 nine months ended September 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 September 30, 2024 balance sheet presentation.
Principles of Consolidation
Principles of Consolidation
The condensed consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.
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 condensed consolidated financial statements and the reported condensed consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, 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 of and the probable achievement of performance conditions associated with share-based payment awards, 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 (a) grant the Company with a legal right or (b) 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 September 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 September 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.
v3.24.3
Accounts Receivable, Net (Tables)
9 Months Ended
Sep. 30, 2024
Receivables [Abstract]  
Schedule of Accounts Receivable
Accounts receivable, net, consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Accounts receivable, gross$56,797 $57,015 
Less: allowance for doubtful accounts(2,767)(3,144)
Accounts receivable, net$54,030 $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 months ended September 30, 2024 and 2023 were as follows (in thousands):
20242023
Balance at July 1$3,269 $2,196 
Bad debt (reversal) expense(279)447 
Write-offs(223)(69)
Balance at September 30$2,767 $2,574 
Activity related to the Company’s allowance for doubtful accounts for the nine months ended September 30, 2024 and 2023 were as follows (in thousands):
20242023
Balance at January 1$3,144 3,783 
Bad debt expense141 737 
Write-offs(518)(1,946)
Balance at September 30$2,767 $2,574 
v3.24.3
Inventory (Tables)
9 Months Ended
Sep. 30, 2024
Inventory Disclosure [Abstract]  
Schedule of Inventory
Inventory consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Raw materials$781 $825 
Work in process9,279 8,521 
Finished goods14,189 11,675 
Inventory$24,249 $21,021 
v3.24.3
Property and Equipment, Net (Tables)
9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of Property and Equipment
Property and equipment, net, consisted of the following (in thousands):
 September 30, 2024December 31, 2023
Laboratory and clean room equipment$15,568 $13,954 
Furniture and equipment1,972 1,989 
Leasehold improvements8,199 8,141 
Construction in progress910 1,791 
Asset retirement cost881 938 
Finance lease right-of-use asset189 189 
Property and equipment, gross27,719 27,002 
Less: accumulated depreciation and amortization(21,268)(20,028)
Property and equipment, net$6,451 $6,974 
v3.24.3
Intangible Assets, Net (Tables)
9 Months Ended
Sep. 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):
September 30, 2024December 31, 2023
Gross Carrying AmountAccumulated AmortizationNet Carrying AmountGross Carrying AmountAccumulated AmortizationNet Carrying Amount
Amortized intangible assets
Patents and know-how$10,207 $(8,307)$1,900 $10,039 $(7,818)$2,221 
Licenses1,000 (92)908 1,000 (54)$946 
Distribution rights7,659 (765)6,894 — — — 
Total amortized intangible assets$18,866 $(9,164)$9,702 $11,039 $(7,872)$3,167 
Unamortized intangible assets:
Tradenames and trademarks$1,008 $1,008 $1,008 $1,008 
Patents in Process491 491 1,082 1,082 
Total intangible assets$20,365 $11,201 $13,129 $5,257 
Schedule of Estimated Future Amortization Expense for Intangible Assets
Expected future amortization of intangible assets as of September 30, 2024, is as follows (in thousands):
Year ending December 31,Estimated
Amortization
Expense
2024 (excluding the nine months ended September 30, 2024)
$577 
20251,912 
20261,757 
20271,757 
20281,755 
Thereafter1,944 
Total amortized intangible assets$9,702 
v3.24.3
Accrued Expenses (Tables)
9 Months Ended
Sep. 30, 2024
Payables and Accruals [Abstract]  
Schedule of Accrued Liabilities
Accrued expenses consisted of the following (in thousands):
September 30, 2024December 31, 2023
Commissions to sales agents$3,154 $4,136 
Accrued rebates1,806 745 
Estimated sales returns912 1,096 
Legal and settlement costs756 834 
Accrued group purchasing organization fees688 1,338 
Accrued travel587 433 
Other493 779 
Accrued expenses$8,396 $9,361 
v3.24.3
Long Term Debt, Net (Tables)
9 Months Ended
Sep. 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 costs54 202 256 
Schedule of the Balances of the Loan Facility and Agreement
The balances of the Term Loan Facility as of September 30, 2024 and the Hayfin Term Loan as of December 31, 2023 were as follows (in thousands):
September 30, 2024December 31, 2023
Current portion of long term debt
Long term debt, netCurrent portion of long term debtLong term debt, net
Outstanding principal$1,000 $18,250 $1,000 $49,000 
Deferred financing costs— (42)— (781)
Original issue discount— (190)— (120)
Long term debt, net$1,000 $18,018 $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 September 30,Nine Months Ended September 30,
2024202320242023
Stated interest$393 $1,554 1,451 $4,498 
Amortization of deferred financing costs111 38 323 
Accretion of original issue discount12 17 36 50 
Interest expense$410 $1,682 $1,525 $4,871 
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 September 30,Nine Months Ended September 30,
20242024
Commitment fee
$47 $125 
Amortization of deferred financing costs16 47 
Accretion of original issue discount42 126 
Interest expense$105 $298 
Schedule of Principal Payments for the Term Loan Facility
A summary of principal payments due on the Term Loan Facility, by year, from September 30, 2024 through maturity are as follows (in thousands):
Year ending December 31,Principal
2024 (excluding the nine months ended September 30, 2024)
$250 
2025
1,000 
2026
1,500 
2027
1,500 
2028
2,000 
Thereafter13,000 
Outstanding principal$19,250 
v3.24.3
Net Income Per Common Share (Tables)
9 Months Ended
Sep. 30, 2024
Earnings Per Share [Abstract]  
Basic Net Income Per Common Share
The following table provides a reconciliation of net income from continuing operations and calculation of basic net income (loss) per common share for each of the three and nine months ended September 30, 2024 and 2023 (in thousands, except share and per share amounts):
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net income from continuing operations$7,878 $8,842 $34,560 $16,151 
Income (loss) from discontinued operations, net of tax217 (308)421 (11,400)
Net income8,095 8,534 34,981 4,751 
Accumulated dividend on previously converted Series B Preferred Stock— 1,773 — 5,184 
Net income available to common stockholders from continuing operations $7,878 $7,069 $34,560 $10,967 
Weighted average common shares outstanding146,958,986 116,298,146 147,008,732 115,528,067 
Basic net income (loss) per common share:
Continuing operations$0.05 $0.06 $0.24 $0.09 
Discontinued operations0.00 (0.00)0.00 (0.09)
Basic net income per common share$0.05 $0.06 $0.24 $0.00 
Diluted Net Income Per Common Share
The following table sets forth the computation of diluted net income per common share (in thousands, except share and per share amounts):
 Three Months Ended September 30,Nine Months Ended September 30,
 2024202320242023
Net income available to common stockholders from continuing operations $7,878 $7,069 $34,560 $10,967 
Adjustments:
Dividends on Series B Preferred Stock— 1,773 — 5,184 
Less: antidilutive adjustments— — — (5,184)
Total adjustments— 1,773 — — 
Numerator
Net income available to common stockholders from continuing operations 7,878 8,842 34,560 10,967 
Income (loss) from discontinued operations, net of tax217 (308)421 (11,400)
Weighted average shares outstanding146,958,986 116,298,146 147,008,732 115,528,067 
Adjustments:
Potential common shares (a)
Series B Preferred Stock — 30,445,997 — — 
Restricted stock unit awards881,237 1,845,832 1,433,335 1,219,776 
Outstanding stock options394,767 1,131,410 450,168 107,897 
Performance stock unit awards114,050 35,441 57,629 13,425 
Employee stock purchase plan24,591 1,113 14,924 372 
Restricted stock awards— 15,767 — 23,733 
Total adjustments1,414,645 33,475,560 1,956,056 1,365,203 
Weighted average shares outstanding adjusted for potential common shares148,373,631 149,773,706 148,964,788 116,893,270 
Diluted net income (loss) per common share:
Continuing operations$0.05 $0.06 $0.23 $0.09 
Discontinued operations0.00 (0.00)$0.00 (0.09)
Diluted net income per common share$0.05 $0.06 $0.23 $0.00 
(a) Weighted average common shares outstanding for the calculation of diluted net income 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 September 30,Nine Months Ended September 30,
2024202320242023
Series B Preferred Stock— — — 29,559,946 
v3.24.3
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities (Tables)
9 Months Ended
Sep. 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):
Nine Months Ended September 30,
 20242023
Cash paid for interest$2,297 $4,496 
Cash paid for income taxes4,833 210 
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 plan1,583 1,368 
Purchases of equipment in accounts payable— 126 
v3.24.3
Revenue (Tables)
9 Months Ended
Sep. 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 September 30,Nine Months Ended September 30,
2024202320242023
Hospital$46,034 $47,350 $137,174 $136,108 
Private Office25,58522,95182,87468,188
Other12,43811,41135,92430,349
Total$84,057 $81,712 $255,972 234,645
Below is a summary of net sales by product line (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Wound
$55,052 $51,156 $169,647 $149,681 
Surgical
29,005 30,556 86,325 84,964 
Total$84,057 $81,712 $255,972 $234,645 
v3.24.3
Discontinued Operations (Tables)
9 Months Ended
Sep. 30, 2024
Discontinued Operations and Disposal Groups [Abstract]  
Schedule of Assets And Liabilities of the Discontinued Operations
The income and expenses of the discontinued operation have been classified as income (loss) from discontinued operations in the consolidated statements of operations for the three and nine months ended September 30, 2024 and 2023 as follows (in thousands):
Three Months Ended September 30,Nine Months Ended September 30,
2024202320242023
Selling, general and administrative expense$(217)$— $(221)$— 
Research and development expense— 100 (200)7,937 
Restructuring expense
— 208 — 3,463 
Income (loss) from discontinued operations$217 $(308)$421 $(11,400)
v3.24.3
Significant Accounting Policies (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Error Corrections and Prior Period Adjustments Restatement [Line Items]    
Other current liabilities $ (2,591) $ (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
v3.24.3
Accounts Receivable, Net - Schedule of Accounts Receivable (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Jun. 30, 2024
Dec. 31, 2023
Sep. 30, 2023
Jun. 30, 2023
Dec. 31, 2022
Receivables [Abstract]            
Accounts receivable, gross $ 56,797   $ 57,015      
Less: allowance for doubtful accounts (2,767) $ (3,269) (3,144) $ (2,574) $ (2,196) $ (3,783)
Accounts receivable, net $ 54,030   $ 53,871      
v3.24.3
Accounts Receivable, Net - Schedule of Activity Related to the Allowance for Doubtful Accounts (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Allowance for Doubtful Accounts        
Beginning balance $ 3,269 $ 2,196 $ 3,144 $ 3,783
Bad debt (reversal) expense (279) 447 141 737
Write-offs (223) (69) (518) (1,946)
Ending balance $ 2,767 $ 2,574 $ 2,767 $ 2,574
v3.24.3
Inventory (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Inventory Disclosure [Abstract]    
Raw materials $ 781 $ 825
Work in process 9,279 8,521
Finished goods 14,189 11,675
Inventory $ 24,249 $ 21,021
v3.24.3
Property and Equipment, Net - Schedule of Property and Equipment (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Finance lease right-of-use asset $ 189 $ 189
Property and equipment, gross 27,719 27,002
Less: accumulated depreciation and amortization (21,268) (20,028)
Property and equipment, net 6,451 6,974
Laboratory and clean room equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 15,568 13,954
Furniture and equipment    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 1,972 1,989
Leasehold improvements    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 8,199 8,141
Construction in progress    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross 910 1,791
Asset retirement cost    
Property, Plant and Equipment [Line Items]    
Property and equipment, gross $ 881 $ 938
v3.24.3
Intangible Assets, Net - Schedule of Intangible Assets Activity Summary - Indefinite-lived (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount $ 18,866 $ 11,039
Accumulated Amortization (9,164) (7,872)
Total amortized intangible assets 9,702 3,167
Indefinite-lived Intangible Assets [Line Items]    
Intangible assets, gross carrying amount 20,365 13,129
Intangible assets, net carrying amount 11,201 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 491 1,082
Patents and know-how    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 10,207 10,039
Accumulated Amortization (8,307) (7,818)
Total amortized intangible assets 1,900 2,221
Licenses    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 1,000 1,000
Accumulated Amortization (92) (54)
Total amortized intangible assets 908 946
Distribution rights    
Finite-Lived Intangible Assets [Line Items]    
Gross Carrying Amount 7,659 0
Accumulated Amortization (765) 0
Total amortized intangible assets $ 6,894 $ 0
v3.24.3
Intangible Assets, Net - Narrative (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]        
Impairment of intangible assets $ 298 $ 0 $ 352 $ 0
v3.24.3
Intangible Assets, Net - Schedule of Estimated Future Amortization Expense for Intangible Assets (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Estimated future amortization expense [Abstract]    
2024 (excluding the nine months ended September 30, 2024) $ 577  
2025 1,912  
2026 1,757  
2027 1,757  
2028 1,755  
Thereafter 1,944  
Total amortized intangible assets $ 9,702 $ 3,167
v3.24.3
Accrued Expenses (Details) - USD ($)
$ in Thousands
Sep. 30, 2024
Dec. 31, 2023
Payables and Accruals [Abstract]    
Commissions to sales agents $ 3,154 $ 4,136
Accrued rebates 1,806 745
Estimated sales returns 912 1,096
Legal and settlement costs 756 834
Accrued group purchasing organization fees 688 1,338
Accrued travel 587 433
Other 493 779
Accrued expenses $ 8,396 $ 9,361
v3.24.3
Long Term Debt, Net - Narrative (Details)
9 Months Ended
Feb. 27, 2024
USD ($)
Jan. 19, 2024
USD ($)
term_loan
Sep. 30, 2024
USD ($)
Sep. 30, 2023
USD ($)
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 | Letter of Credit        
Debt Instrument [Line Items]        
Maximum borrowing capacity   $ 10,000,000    
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   1.00    
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 | 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    
Options to obtain incremental term loan, number | term_loan   1    
Proceeds from term loan   $ 20,000,000    
Fair value of term loan     $ 19,700,000  
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    
v3.24.3
Long Term Debt, Net - Schedule of Extinguishment of Debt (Details) - USD ($)
$ in Thousands
9 Months Ended
Jan. 19, 2024
Sep. 30, 2024
Sep. 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
v3.24.3
Long Term Debt, Net - Schedule of Term Loan Facility Balances (Details) - Line of Credit - Citizens Credit Agreement - USD ($)
$ in Thousands
Sep. 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 $ 190 224
Deferred financing costs, noncurrent 42 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
v3.24.3
Long Term Debt, Net - Schedule of Term Loan Balances (Details) - USD ($)
$ in Thousands
Sep. 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 18,018   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 18,250    
Deferred financing costs (42) $ (54)  
Original issue discount (190) $ (224)  
Long term debt, net $ 18,018    
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
v3.24.3
Long Term Debt, Net - Schedule of Interest Expense (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Term loan | Term Loan Facility and Hayfin Loan Agreement        
Debt Instrument [Line Items]        
Stated interest $ 393 $ 1,554 $ 1,451 $ 4,498
Amortization of deferred financing costs 5 111 38 323
Accretion of original issue discount 12 17 36 50
Interest expense 410 $ 1,682 1,525 $ 4,871
Line of Credit | Citizens Credit Agreement | Revolving Credit Facility        
Debt Instrument [Line Items]        
Amortization of deferred financing costs 16   47  
Accretion of original issue discount 42   126  
Commitment fee 47   125  
Interest expense $ 105   $ 298  
v3.24.3
Long Term Debt, Net - Schedule of Principal Payments for the Term Loan Facility (Details) - Term Loan - Citizens Credit Agreement - Line of Credit
$ in Thousands
Sep. 30, 2024
USD ($)
Debt Instrument [Line Items]  
2024 (excluding the nine months ended September 30, 2024) $ 250
2025 1,000
2026 1,500
2027 1,500
2028 2,000
Thereafter 13,000
Outstanding principal $ 19,250
v3.24.3
Net Income Per Common Share - Schedule of Basic Net Income Per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Earnings Per Share [Abstract]        
Net income from continuing operations $ 7,878 $ 8,842 $ 34,560 $ 16,151
Income (loss) from discontinued operations, net of tax 217 (308) 421 (11,400)
Net income 8,095 8,534 34,981 4,751
Accumulated dividend on previously converted Series B Preferred Stock 0 1,773 0 5,184
Net income available to common stockholders from continuing operations $ 7,878 $ 7,069 $ 34,560 $ 10,967
Weighted average common shares outstanding (in shares) 146,958,986 116,298,146 147,008,732 115,528,067
Basic net income (loss) per common share:        
Continuing operations - basic (in dollars per share) $ 0.05 $ 0.06 $ 0.24 $ 0.09
Discontinued operations - basic (in dollars per share) 0.00 0.00 0.00 (0.09)
Basic net income per common share (in dollars per share) $ 0.05 $ 0.06 $ 0.24 $ 0.00
v3.24.3
Net Income Per Common Share - Schedule of Diluted Net Income Per Common Share (Details) - USD ($)
$ / shares in Units, $ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]        
Net income available to common stockholders from continuing operations $ 7,878 $ 7,069 $ 34,560 $ 10,967
Adjustments:        
Dividends on Series B Preferred Stock 0 1,773 0 5,184
Less: antidilutive adjustments 0 0 0 (5,184)
Total adjustments 0 1,773 0 0
Numerator        
Net income available to common stockholders from continuing operations 7,878 8,842 34,560 10,967
Income (loss) from discontinued operations, net of tax $ 217 $ (308) $ 421 $ (11,400)
Weighted average shares outstanding (in shares) 146,958,986 116,298,146 147,008,732 115,528,067
Potential common shares        
Total adjustments (in shares) 1,414,645 33,475,560 1,956,056 1,365,203
Weighted average shares outstanding adjusted for potential common shares (in shares) 148,373,631 149,773,706 148,964,788 116,893,270
Diluted net income (loss) per common share:        
Continuing operations - diluted(in dollars per share) $ 0.05 $ 0.06 $ 0.23 $ 0.09
Discontinued operations - diluted (in dollars per share) 0.00 0.00 0.00 (0.09)
Diluted net income per common share (in dollars per share) $ 0.05 $ 0.06 $ 0.23 $ 0.00
Series B Preferred Stock        
Potential common shares        
Stock-based awards (in shares) 0 30,445,997 0 0
Restricted stock unit awards        
Potential common shares        
Stock-based awards (in shares) 881,237 1,845,832 1,433,335 1,219,776
Outstanding stock options        
Potential common shares        
Stock-based awards (in shares) 394,767 1,131,410 450,168 107,897
Performance stock unit awards        
Potential common shares        
Stock-based awards (in shares) 114,050 35,441 57,629 13,425
Diluted net income (loss) per common share:        
Diluted net income per common share (in dollars per share) $ 0.05 $ 0.06 $ 0.23 $ 0.00
Employee stock purchase plan        
Potential common shares        
Stock-based awards (in shares) 24,591 1,113 14,924 372
Restricted stock awards        
Potential common shares        
Stock-based awards (in shares) 0 15,767 0 23,733
v3.24.3
Net Income Per Common Share - Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share (Details) - shares
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 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
v3.24.3
Income Taxes (Details)
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Income Tax Disclosure [Abstract]        
Effective tax rate 31.00% 6.30% 24.90% 3.40%
v3.24.3
Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Supplemental Cash Flow Elements [Abstract]        
Cash paid for interest     $ 2,297 $ 4,496
Cash paid for income taxes     4,833 210
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 $ 785 $ 688 1,583 1,368
Purchases of equipment in accounts payable     $ 0 $ 126
v3.24.3
Commitments and Contingencies (Details) - USD ($)
$ in Thousands, shares in Millions
9 Months Ended
Sep. 30, 2024
Mar. 15, 2024
Sep. 30, 2024
Sep. 30, 2023
Jun. 30, 2024
Asset Acquisition [Line Items]          
Initial consideration paid     $ 5,366 $ 0  
Fair value of minimum contingent consideration     2,731 0  
Legal and settlement expense $ 0   0    
Payments for legal settlements     600 200  
Fair value of shares received in settlement of litigation     9,300 $ 0  
Settled Litigation          
Asset Acquisition [Line Items]          
Litigation settlement, share-based payment arrangement, number of shares received (in shares)         1.2
Fair value of shares received in settlement of litigation     $ 9,300    
TELA APA          
Asset Acquisition [Line Items]          
Initial consideration paid   $ 5,000      
Future payments for remaining product inventory   $ 400      
Net sales over the period   2 years      
Consideration transferred   $ 8,100      
Fair value of minimum contingent consideration $ 2,800 2,700      
Asset acquisition, inventory   500      
TELA APA | Distribution rights          
Asset Acquisition [Line Items]          
Finite-lived intangible assets acquired   $ 7,600      
Estimated useful life (in years)   5 years      
TELA APA | Minimum          
Asset Acquisition [Line Items]          
Contingent consideration   $ 3,000      
TELA APA | Maximum          
Asset Acquisition [Line Items]          
Contingent consideration   $ 7,000      
v3.24.3
Revenue - Narrative (Details)
9 Months Ended
Sep. 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
v3.24.3
Revenue - Schedule of Revenue by Site Of Service (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, Major Customer [Line Items]        
Total $ 84,057 $ 81,712 $ 255,972 $ 234,645
Hospital        
Revenue, Major Customer [Line Items]        
Total 46,034 47,350 137,174 136,108
Private Office        
Revenue, Major Customer [Line Items]        
Total 25,585 22,951 82,874 68,188
Other        
Revenue, Major Customer [Line Items]        
Total $ 12,438 $ 11,411 $ 35,924 $ 30,349
v3.24.3
Revenue - Schedule of Revenue by Product Type (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue, Major Customer [Line Items]        
Total $ 84,057 $ 81,712 $ 255,972 $ 234,645
Wound        
Revenue, Major Customer [Line Items]        
Total 55,052 51,156 169,647 149,681
Surgical        
Revenue, Major Customer [Line Items]        
Total $ 29,005 $ 30,556 $ 86,325 $ 84,964
v3.24.3
Discontinued Operations - Schedule Of Disposal Groups Including Discontinued Operations Income Statement (Details) - USD ($)
$ in Thousands
3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 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 $ 217 $ (308) $ 421 $ (11,400)
Regenerative Medicine | Disbanded        
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]        
Selling, general and administrative expense (217) 0 (221) 0
Research and development expense 0 100 (200) 7,937
Restructuring expense 0 208 0 3,463
Income (loss) from discontinued operations, net of tax $ 217 $ (308) $ 421 $ (11,400)

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