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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
June 30, 2025
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 share | MDXG | The 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 147,959,416 shares of the registrant’s common stock, par value $0.001 per share, outstanding as of July 25, 2025.
Table of Contents
| | | | | | | | |
| Part I FINANCIAL INFORMATION | |
| Item 1 | Financial Statements (Unaudited) | |
| | Condensed Consolidated Balance Sheets | 5 |
| | Condensed Consolidated Statements of Operations | 6 |
| Condensed Consolidated Statements of Stockholders’ Equity | 7 |
| | Condensed Consolidated Statements of Cash Flows | 9 |
| Notes to the Condensed Consolidated Financial Statements | 10 |
| Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 18 |
| Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 24 |
| Item 4 | Controls and Procedures | 24 |
| Part II OTHER INFORMATION |
| Item 1 | Legal Proceedings | 25 |
| Item 1A | Risk Factors | 25 |
| Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 25 |
| Item 3 | Defaults upon Senior Securities | 25 |
| Item 4 | Mine Safety Disclosures | 25 |
| Item 5 | Other Information | 25 |
| Item 6 | Exhibits | 25 |
| Signatures | | 25 |
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;
•our expectations regarding costs relating to compliance with regulatory requirements;
•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, 2024 (our “2024 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 26, 2025 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.
PART I - FINANCIAL INFORMATION
Item 1. Financial Statements
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | |
| | June 30,
2025 | | December 31,
2024 | |
| ASSETS | | | | |
| Current assets: | | | | |
| Cash and cash equivalents | $ | 118,869 | | | $ | 104,416 | | |
| Accounts receivable, net | 69,228 | | | 55,828 | | |
| Inventory | 24,890 | | | 23,807 | | |
| Prepaid expenses | 4,863 | | | 5,018 | | |
| | | | |
| Other current assets | 3,026 | | 2,817 | | |
| Total current assets | 220,876 | | | 191,886 | | |
| Property and equipment, net | 5,390 | | | 5,944 | | |
| Right of use asset | 4,987 | | | 5,606 | | |
| Deferred tax asset, net | 27,397 | | | 28,306 | | |
| Goodwill | 19,441 | | | 19,441 | | |
| Intangible assets, net | 12,028 | | | 11,626 | | |
| Other assets | 990 | | | 1,106 | | |
| Total assets | $ | 291,109 | | | $ | 263,915 | | |
LIABILITIES AND STOCKHOLDERS’ EQUITY | | | | |
| Current liabilities: | | | | |
| Current portion of long term debt | 1,250 | | | 1,000 | | |
| Accounts payable | 8,499 | | | 7,409 | | |
| Accrued compensation | 22,025 | | | 23,667 | | |
| Accrued expenses | 15,105 | | | 9,012 | | |
| | | | |
| Other current liabilities | 3,411 | | | 4,507 | | |
| Total current liabilities | 50,290 | | | 45,595 | | |
| Long term debt, net | 17,211 | | 17,830 | | |
| Other liabilities | 6,984 | | | 7,383 | | |
| Total liabilities | $ | 74,485 | | | $ | 70,808 | | |
| | | | |
Stockholders' equity | | | | |
| | | | |
Common stock; 0.001 par value; 250,000,000 shares authorized; 147,924,862 issued and outstanding at June 30, 2025 and 146,932,032 issued and outstanding at December 31, 2024 | 148 | | 147 | | |
| Additional paid-in capital | 291,096 | | | 284,219 | | |
| Accumulated deficit | (74,620) | | | (91,259) | | |
Total stockholders' equity | 216,624 | | | 193,107 | | |
Total liabilities and stockholders’ equity | $ | 291,109 | | | $ | 263,915 | | |
See notes to unaudited condensed consolidated financial statements
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except share and per share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | | | | | | |
| Net sales | $ | 98,605 | | | $ | 87,207 | | | $ | 186,810 | | | $ | 171,915 | |
| Cost of sales | 18,681 | | | 14,855 | | | 35,239 | | | 27,841 | |
| Gross profit | 79,924 | | | 72,352 | | | 151,571 | | | 144,074 | |
| | | | | | | |
| Operating expenses: | | | | | | | |
| Selling, general and administrative | 64,151 | | | 55,401 | | | 124,120 | | | 110,530 | |
| Research and development | 3,303 | | | 3,012 | | | 6,632 | | | 5,852 | |
| Investigation, restatement and related | — | | | (9,701) | | | — | | | (9,390) | |
| Amortization of intangible assets | 100 | | | 190 | | | 199 | | | 379 | |
| Impairment of intangible assets | — | | | — | | | — | | | 54 | |
| Operating income | 12,370 | | | 23,450 | | | 20,620 | | | 36,649 | |
| | | | | | | |
| Other expense, net | | | | | | | |
| Interest income (expense), net | 738 | | | 3 | | | 1,244 | | | (1,687) | |
| Other expense, net | (101) | | | (237) | | | (247) | | | (336) | |
| Income from continuing operations before income tax | 13,007 | | | 23,216 | | | 21,617 | | | 34,626 | |
| Income tax provision | (3,389) | | | (5,595) | | | (4,978) | | | (7,944) | |
| Net income from continuing operations | 9,618 | | | 17,621 | | | 16,639 | | | 26,682 | |
| Income from discontinued operations, net of tax | — | | | 4 | | | — | | | 204 | |
| Net income | $ | 9,618 | | | $ | 17,625 | | | $ | 16,639 | | | $ | 26,886 | |
| | | | | | | |
| | | | | | | |
| Basic net income per common share: | | | | | | | |
| Continuing operations | $ | 0.07 | | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.18 | |
| Discontinued operations | — | | | 0.00 | | — | | | 0.00 |
| Basic net income per common share | $ | 0.07 | | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.18 | |
| | | | | | | |
| Diluted net income per common share: | | | | | | | |
| Continuing operations | $ | 0.06 | | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.18 | |
| Discontinued operations | — | | | 0.00 | | — | | | 0.00 |
| Diluted net income per common share | $ | 0.06 | | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.18 | |
| | | | | | | |
| Weighted average common shares outstanding - basic | 147,761,332 | | | 147,326,273 | | | 147,518,179 | | | 147,033,879 | |
| Weighted average common shares outstanding - diluted | 149,317,281 | | | 148,897,920 | | | 149,529,544 | | | 149,211,012 | |
See notes to unaudited condensed consolidated financial statements
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(in thousands, except share data)
(unaudited)
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued | | Additional Paid- In | | | | Accumulated | | |
| Shares | | Amount | | Capital | | | | | | Deficit | | Total |
| Balance at March 31, 2025 | 147,607,622 | | | $ | 148 | | | $ | 286,864 | | | | | | | $ | (84,236) | | | $ | 202,776 | |
| | | | | | | | | | | | | |
| Share-based compensation expense | — | | | — | | | 4,756 | | | | | | | — | | | 4,756 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | |
| Issuance of restricted stock, net | 317,240 | | | — | | | (526) | | | | | | | — | | | (526) | |
| | | | | | | | | | | | | |
| Net income | — | | | — | | | — | | | | | | | 9,618 | | | 9,618 | |
| Balance at June 30, 2025 | 147,924,862 | | | $ | 148 | | | $ | 291,096 | | | | | | | $ | (74,620) | | | $ | 216,624 | |
| | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued | | Additional Paid- In | | | | Accumulated | | |
| Shares | | Amount | | Capital | | | | | | Deficit | | Total |
| Balance at March 31, 2024 | 147,528,596 | | | $ | 148 | | | $ | 280,000 | | | | | | | $ | (124,417) | | | $ | 155,731 | |
| | | | | | | | | | | | | |
| Share-based compensation expense | — | | | — | | | 4,091 | | | | | | | — | | | 4,091 | |
| Exercise of stock options | 36,100 | | | — | | | 244 | | | | | | | — | | | 244 | |
| Issuance of restricted stock, net | 384,706 | | | — | | | (351) | | | | | | | — | | | (351) | |
| Shares received in settlement of litigation | (1,200,000) | | | (1) | | | (9,299) | | | | | | | — | | | (9,300) | |
| Net Income | — | | | — | | | — | | | | | | | 17,625 | | | 17,625 | |
| | | | | | | | | | | | | |
| Balance at June 30, 2024 | 146,749,402 | | | $ | 147 | | | $ | 274,685 | | | | | | | $ | (106,792) | | | $ | 168,040 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued | | Additional Paid-
In | | | Accumulated | | |
| Shares | | Amount | | Capital | | | | | Deficit | | Total |
| Balance at December 31, 2024 | 146,932,032 | | $ | 147 | | | $ | 284,219 | | | | | | $ | (91,259) | | | $ | 193,107 | |
| Employee stock purchase plan | 149,457 | | | — | | | 848 | | | | | — | | | 848 |
| Issuance of restricted stock, net | 843,373 | | | 1 | | (2,985) | | | | | — | | (2,984) |
| Share-based compensation | — | | | — | | | 9,014 | | | | | | — | | | 9,014 |
| | | | | | | | | | | | |
| Net Income | — | | | — | | | — | | | | | | 16,639 | | | 16,639 |
| Balance at June 30, 2025 | 147,924,862 | | | $ | 148 | | | $ | 291,096 | | | | | | $ | (74,620) | | | $ | 216,624 | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Common Stock Issued | | Additional Paid-
In | | | Accumulated | | |
| Shares | | Amount | | Capital | | | | | Deficit | | Total |
| Balance at December 31, 2023 | 146,227,639 | | | $ | 146 | | | $ | 276,249 | | | | | | $ | (133,678) | | | $ | 142,717 | |
| Share-based compensation expense | — | | | — | | | 8,431 | | | | | | — | | | 8,431 |
| Employee stock purchase plan | 121,783 | | — | | | 797 | | | | | — | | 797 |
| Issuance of restricted stock, net | 1,453,960 | | | 2 | | | (2,503) | | | | | | — | | | (2,501) | |
| Exercise of stock options | 146,020 | | | — | | | 1,010 | | | | | | — | | | 1,010 | |
| Shares received in settlement of litigation | (1,200,000) | | | (1) | | | (9,299) | | | | | | — | | | (9,300) | |
| Net income | — | | | — | | | — | | | | | | 26,886 | | | 26,886 | |
| Balance at June 30, 2024 | 146,749,402 | | | $ | 147 | | | $ | 274,685 | | | | | | $ | (106,792) | | | $ | 168,040 | |
See notes to unaudited condensed consolidated financial statements
MIMEDX GROUP, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (in thousands)
(unaudited) | | | | | | | | | | | | |
| | Six Months Ended June 30, | |
| | 2025 | | 2024 | |
| Cash flows from operating activities: | | | | |
| Net income from continuing operations | $ | 16,639 | | | $ | 26,682 | | |
| Adjustments to reconcile net income from continuing operations to net cash flows provided by operating activities from continuing operations: | | | | |
| Share-based compensation | 9,014 | | | 8,431 | | |
| Depreciation and amortization | 6,371 | | | 1,896 | | |
| Deferred income taxes | 908 | | | 7,337 | | |
| Credit loss expense | 1,093 | | | 419 | | |
| Non-cash lease expenses | 619 | | | 641 | | |
| | | | |
| Shares received in settlement of litigation | — | | | (9,300) | | |
| Loss on extinguishment of debt | — | | | 1,401 | | |
| Other | 294 | | | 507 | | |
| | | | |
| | | | |
| | | | |
| | | | |
| Increase (decrease) in cash resulting from changes in: | | | | |
| Accounts receivable | (14,493) | | | 654 | | |
| Inventory | (1,083) | | | (3,604) | | |
| Prepaid expenses | 155 | | | 1,594 | | |
| Other assets | (2,261) | | | (1,464) | | |
| Accounts payable | 792 | | | (1,078) | | |
| Accrued compensation | (791) | | | (4,709) | | |
| Accrued expenses | 3,528 | | | 751 | | |
| Other liabilities | (1,067) | | | (1,436) | | |
| Net cash flows from operating activities of continuing operations | 19,718 | | | 28,722 | | |
| Net cash flows used in operating activities of discontinued operations | — | | | (930) | | |
| Net cash flows provided by operating activities | 19,718 | | 27,792 | |
| | | | |
| Cash flows from investing activities: | | | | |
| | | | |
| Cash paid for acquisitions | (700) | | | (5,366) | | |
| Purchases of equipment | (556) | | | (1,249) | | |
| Patent application costs | (37) | | | (314) | | |
| Net cash flows used in investing activities | (1,293) | | | (6,929) | | |
| | | | |
| | | | |
| | | | |
| Cash flows from financing activities: | | | | |
| Proceeds from Citizens Revolving Credit Facility | — | | | 30,000 | | |
| Proceeds from Citizens Term Loan Facility | — | | | 19,783 | | |
| 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 payment on Citizens Term Loan Facility | (500) | | | (500) | | |
| Proceeds from exercise of stock options | — | | | 1,010 | | |
| Principal payments on finance lease | — | | | (17) | | |
| Stock repurchased for tax withholdings on vesting of restricted stock | (2,984) | | | (2,501) | | |
| Cash paid for Profit Share Payment (Note 12) | (488) | | | — | | |
| Net cash flows used in financing activities | (3,972) | | | (33,826) | | |
| | | | |
| Net change in cash | 14,453 | | | (12,963) | | |
| | | | |
| Cash and cash equivalents, beginning of period | 104,416 | | | 82,000 | | |
| Cash and cash equivalents, end of period | $ | 118,869 | | | $ | 69,037 | | |
| | | | |
| | | | |
See notes to unaudited condensed consolidated financial statements
MIMEDX GROUP, INC.
NOTES TO THE UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2025 AND 2024
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, 2024 (the “2024 Form 10-K”), filed with the Securities and Exchange Commission (“SEC”) on February 26, 2025 for a description of all significant accounting policies.
Basis of Presentation
The unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations for the periods presented have been included. The operating results for the three and six months ended June 30, 2025 and 2024 are not necessarily indicative of the results that may be expected for the full fiscal year. The balance sheet as of December 31, 2024 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 2024 Form 10-K.
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 the remaining Profit Share Payments (as defined below), and valuation of deferred tax assets.
Recently Issued Accounting Standards Not Yet Adopted
Accounting Standards Update 2023-09 - Income Taxes
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“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.
Accounting Standards Update 2024-04 - Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures
In November 2024, the FASB issued ASU 2024-03, “Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40),” which requires disaggregated disclosure of certain income statement expenses within the footnotes to the financial statements. ASU 2024-03 is intended to address requests from investors for more detailed information about the types of expenses in commonly presented expense captions such as cost of sales, selling, general and administrative expenses, and research and development. Adoption is required for annual periods beginning after December 15, 2026 and interim periods beginning after December 15, 2027. The Company is currently evaluating the impact of this standard on its consolidated financial statements.
All other ASUs issued and not yet effective as of June 30, 2025, 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.
3. Accounts Receivable, Net
Accounts receivable, net, consisted of the following (in thousands):
| | | | | | | | | | | |
| | June 30, 2025 | | December 31, 2024 |
| Accounts receivable, gross | $ | 73,172 | | | $ | 58,960 | |
| Less: allowance for doubtful accounts | (3,944) | | | (3,132) | |
| Accounts receivable, net | $ | 69,228 | | | $ | 55,828 | |
Activity related to the Company’s allowance for doubtful accounts for the three and six June 30, 2025 and 2024 were as follows (in thousands):
| | | | | | | | | | | | |
| 2025 | | 2024 | |
| Balance at January 1 | $ | 3,132 | | | $ | 3,144 | | |
| Bad debt expense | 742 | | 199 | |
| Write-offs | — | | | $ | (77) | | |
| Balance at March 31 | $ | 3,874 | | | $ | 3,266 | | |
| Bad debt expense | 351 | | 220 | | |
| Write-offs | (281) | | | (217) | | |
| Balance at June 30 | $ | 3,944 | | | $ | 3,269 | | |
4. Inventory
Inventory consisted of the following (in thousands): | | | | | | | | | | | |
| | June 30, 2025 | | December 31, 2024 |
| Raw materials | $ | 1,080 | | | $ | 1,010 | |
| Work in process | 4,517 | | | 8,580 | |
| Finished goods | 19,293 | | | 14,217 | |
| | | |
| | | |
| Inventory | $ | 24,890 | | | $ | 23,807 | |
5. Property and Equipment, Net
Property and equipment, net, consisted of the following (in thousands):
| | | | | | | | | | | |
| | June 30, 2025 | | December 31, 2024 |
| Laboratory and clean room equipment | $ | 15,750 | | | $ | 15,549 | |
| Furniture and equipment | 1,979 | | | 1,951 | |
| Leasehold improvements | 8,799 | | | 8,213 | |
| Construction in progress | 418 | | | 686 | |
| Asset retirement cost | 877 | | | 867 | |
| | | |
| Property and equipment, gross | 27,823 | | | 27,266 | |
| Less: accumulated depreciation and amortization | (22,433) | | | (21,322) | |
| Property and equipment, net | $ | 5,390 | | | $ | 5,944 | |
Depreciation expense was the following (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
| Depreciation Expense | $ | 558 | | | $ | 558 | | | $ | 1,120 | | | $ | 1,135 | |
6. Intangible Assets, Net
Intangible assets, net, are summarized as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount |
| Amortized intangible assets | | | | | | | |
| Patents and know-how | $ | 10,575 | | $ | (8,662) | | $ | 1,913 | | | $ | 10,320 | | $ | (8,488) | | $ | 1,832 | |
| Licenses | 1,000 | | (129) | | 871 | | | 1,000 | | (104) | | 896 | |
| Customer and supplier relationships | 7,659 | | (1,912) | | 5,747 | | | 7,659 | | (1,147) | | 6,512 | |
| Tradenames and trademarks | 8,553 | | (6,137) | | 2,416 | | | 2,937 | | (1,850) | | 1,087 | |
| Total amortized intangible assets | $ | 27,787 | | $ | (16,840) | | $ | 10,947 | | | $ | 21,916 | | $ | (11,589) | | $ | 10,327 | |
| | | | | | | |
| Unamortized intangible assets: | | | | | | | |
| Tradenames and trademarks | $ | 1,008 | | | $ | 1,008 | | | $ | 1,008 | | | $ | 1,008 | |
| Patents in Process | 73 | | | 73 | | | 291 | | | 291 | |
| Total intangible assets | $ | 28,868 | | | $ | 12,028 | | | $ | 23,215 | | | $ | 11,626 | |
The Company recognized $0.1 million of impairment of intangible assets during the six months ended June 30, 2024, which related to abandoned patents.
Expected future amortization of intangible assets as of June 30, 2025, is as follows (in thousands):
| | | | | |
| Year ending December 31, | Estimated
Amortization
Expense |
2025 (excluding the six months ended June 30, 2025) | $ | 3,394 | |
| 2026 | 1,790 | |
| 2027 | 1,790 | |
| 2028 | 1,787 | |
| 2029 | 631 | |
| Thereafter | 1,555 | |
| Total amortized intangible assets | $ | 10,947 | |
7. Accrued Expenses
Accrued expenses consisted of the following (in thousands):
| | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 |
| Commissions to sales agents | $ | 4,192 | | | $ | 3,843 | |
| Accrued rebates | 1,728 | | | 1,223 | |
| Estimated sales returns | 1,767 | | | 1,990 | |
| Legal costs | 1,969 | | | 459 | |
| Accrued group purchasing organization fees | 746 | | | 411 | |
| | | |
| Accrued inventory receipts | 3,730 | | | 871 | |
| Other | 973 | | | 215 | |
| Accrued expenses | $ | 15,105 | | | $ | 9,012 | |
8. Long Term Debt, Net
Citizens Credit Agreement
On January 19, 2024, the Company entered into the Citizens Credit Agreement, which provided the Company with $30.0 million under the Revolving Credit Facility and $20.0 million under the Term Loan Facility. On February 27, 2024, the Company repaid the initial $30.0 million draw under the Revolving Credit Facility and had no outstanding borrowings under this facility as of June 30, 2025. The Term Loan Facility matures on January 19, 2029 (the “Maturity Date”).
Borrowings under the Citizens Credit Agreement 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%. The Term Loan Facility carried an interest rate of 6.7% as of June 30, 2025.
The balances of the Term Loan Facility as of June 30, 2025 and December 31, 2024 were as follows (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| June 30, 2025 | | December 31, 2024 | | |
| Current portion of long term debt | | Long term debt, net | | Current portion of long term debt | | Long term debt, net | | |
| Outstanding principal | $ | 1,250 | | | $ | 17,250 | | | $ | 1,000 | | | $ | 18,000 | | | |
| Deferred financing costs | — | | | (8) | | | — | | | (33) | | | |
| Original issue discount | — | | | (31) | | | — | | | (137) | | | |
| Long term debt, net | $ | 1,250 | | | $ | 17,211 | | | $ | 1,000 | | | $ | 17,830 | | | |
Interest expense related to the Term Loan Facility included in interest income (expense), net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, | | | | |
| 2025 | | 2024 | | 2025 | | 2024 | | | | | | |
| Stated interest | $ | 363 | | | $ | 396 | | | $ | 707 | | | $ | 1,057 | | | | | | | |
| Amortization of deferred financing costs | 10 | | | 4 | | | 25 | | | 34 | | | | | | | |
| Accretion of original issue discount | 43 | | | 11 | | | 106 | | | 24 | | | | | | | |
| Interest expense | $ | 416 | | | $ | 411 | | | $ | 838 | | | $ | 1,115 | | | | | | | |
Interest expense related to the Revolving Credit Facility included in interest income (expense), net in the unaudited condensed consolidated statements of operations, was as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | | | 2024 | | 2025 | | 2024 |
| Commitment fee | $ | 47 | | | | | $ | 47 | | | $ | 93 | | | $ | 78 | |
| Amortization of deferred financing costs | 16 | | | | | 16 | | | 32 | | | 32 | |
| Accretion of original issue discount | 42 | | | | | 42 | | | 84 | | | 84 | |
| Interest expense | $ | 105 | | | | | $ | 105 | | | $ | 209 | | | $ | 194 | |
A summary of principal payments due on the Term Loan Facility, by year, from June 30, 2025 through maturity are as follows (in thousands):
| | | | | |
| Year ending December 31, | Principal |
2025 (excluding the six months ended June 30, 2025) | $ | 500 | |
2026 | 1,500 | |
2027 | 1,500 | |
2028 | 2,000 | |
2029 | 13,000 | |
| Outstanding principal | $ | 18,500 | |
As of June 30, 2025, the fair value of the Term Loan Facility was $18.1 million. This valuation was calculated based on a series of Level 2 and Level 3 inputs, including a discount rate based on the credit risk spread of debt instruments of similar risk character in reference to U.S. Treasury instruments with similar maturities, with an incremental risk premium for risk factors specific to the Company. Fair value was calculated by discounting the remaining cash flows associated with the Term Loan Facility to June 30, 2025 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 per common share for each of the three and six months ended June 30, 2025 and 2024 (in thousands, except share and per share amounts).
| | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| Net income from continuing operations | $ | 9,618 | | | $ | 17,621 | | | $ | 16,639 | | | $ | 26,682 | |
| Income from discontinued operations, net of tax | — | | | 4 | | | — | | | 204 | |
| Net income | 9,618 | | | 17,625 | | | 16,639 | | | 26,886 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Weighted average common shares outstanding | 147,761,332 | | | 147,326,273 | | | 147,518,179 | | | 147,033,879 | |
| Basic net income per common share: | | | | | | | |
| Continuing operations | 0.07 | | | $ | 0.12 | | | 0.11 | | | $ | 0.18 | |
| Discontinued operations | — | | | 0.00 | | | — | | | 0.00 | |
| Basic net income per common share | $ | 0.07 | | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.18 | |
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 June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income from continuing operations | $ | 9,618 | | | $ | 17,621 | | | $ | 16,639 | | | $ | 26,682 | |
| Income from discontinued operations, net of tax | — | | | 4 | | | — | | | 204 | |
| Net income | 9,618 | | | 17,625 | | | 16,639 | | | 26,886 | |
| Weighted average shares outstanding | 147,761,332 | | | 147,326,273 | | | 147,518,179 | | | 147,033,879 | |
| Adjustments: | | | | | | | |
| Potential common shares | | | | | | | |
| Restricted stock unit awards | 905,549 | | | 1,076,243 | | | 1,267,682 | | | 1,635,983 | |
| Outstanding stock options | 461,125 | | | 423,756 | | | 535,856 | | | 477,572 | |
| Performance stock unit awards | 173,973 | | | 59,092 | | | 205,205 | | | 57,335 | |
| Employee stock purchase plan | 15,302 | | | 12,556 | | | 2,622 | | | 6,243 | |
| Total adjustments | 1,555,949 | | | 1,571,647 | | | 2,011,365 | | | 2,177,133 | |
| Weighted average shares outstanding adjusted for potential common shares | 149,317,281 | | | 148,897,920 | | | 149,529,544 | | | 149,211,012 | |
| Diluted net income per common share: | | | | | | | |
| Continuing operations | $ | 0.06 | | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.18 | |
| Discontinued operations | — | | | 0.00 | | | — | | | 0.00 | |
| Diluted net income per common share | $ | 0.06 | | | $ | 0.12 | | | $ | 0.11 | | | $ | 0.18 | |
10. Income Taxes
On a continuing operations basis, the effective tax rates for the Company were 26.1% and 24.1% for the three months ended June 30, 2025 and June 30, 2024, respectively. On a continuing operating basis, the effective tax rates for the Company were 23.0% and 22.9% for the six months ended June 30, 2025 and 2024, respectively.
Restricted stock vestings favorably impacted the effective tax rate for the three and six months ended June 30, 2025 and 2024. In addition, the effective tax rate in each period was unfavorably impacted by deduction limitations on executive officer compensation.
One Big Beautiful Bill Act
On July 4, 2025, the “One Big Beautiful Bill Act” (the “Act”) was enacted into law. The Act includes changes to U.S. tax law that will be applicable to the Company beginning in tax year 2025. These changes include modifications to capitalization of research and development expenses, limitations on deductions for interest expense and accelerated fixed asset depreciation. The Company is in the process of evaluating the impact of the Act.
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):
| | | | | | | | | | | |
| Six Months Ended June 30, |
| | 2025 | | 2024 |
| Cash paid for interest | $ | 707 | | | $ | 1,853 | |
| Cash paid for income taxes | 4,083 | | | 1,979 | |
| Non-cash activities: | | | |
| Issuance of shares pursuant to employee stock purchase plan | 848 | | | 797 | |
| Unpaid acquisition consideration in accrued expenses | 2,564 | | | — | |
| Minimum Profit Share Payments pursuant to TELA APA | — | | | 2,731 | |
| | | |
| | | |
| | | |
| | | |
| Right of use assets arising from operating lease liabilities | — | | | 1,820 | |
| | | |
| Fair value shares received in settlement of litigation | — | | | 9,300 | |
| | | |
| | | |
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. Pursuant to the TELA APA, the Company is 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. The company’s remaining obligation of Profit Share Payments to TELA as of June 30, 2025 is $2.4 million.
As of June 30, 2025, the fair value for the minimum amount of Profit Share Payments was $2.3 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 other current liabilities and other liabilities in the unaudited condensed consolidated balance sheet.
Vaporox Agreement
On June 30, 2025, the Company entered into a convertible note purchase agreement with Vaporox, Inc (“Vaporox Agreement”). for $2.0 million. The note matures on June 30, 2028, and contains various contingent conversion and redemption features. The Vaporox Agreement was funded on July 1, 2025.
Litigation and Regulatory Matters
In the ordinary course of business, the Company and its subsidiaries may be a party to pending and threatened legal, regulatory, and governmental actions and proceedings (including those described below). In view of the inherent difficulty of predicting the outcome of such matters, particularly where the plaintiffs or claimants seek very large or indeterminate damages or where the matters present novel legal theories or involve a large number of parties, the Company generally cannot predict what the eventual outcome of the pending matters will be, what the timing of the ultimate resolution of these matters will be, or what the eventual recovery, loss, fines or penalties related to each pending matter may be. The Company's unaudited condensed consolidated balance sheet as of June 30, 2025 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 18, “Commitments and Contingencies” in the 2024 Form 10-K.
The Company has no accrual for potential losses related to legal matters as of June 30, 2025. The Company made no payments toward the resolution of legal matters involving the Company during the six months ended June 30, 2025 or 2024.
The following is a description of certain litigation and regulatory matters to which the Company is a party:
AXIOFILL
The Company received a Warning Letter from the FDA on December 21, 2023, relating to the inspections and classification of 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 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, and the oral argument on the summary judgment motions was held on March 20, 2025.
13. Revenue
MIMEDX has two product categories: (1) Wound, which reflects products typically used in Advanced Wound Care settings, including the treatment of chronic, non-healing wounds, and (2) Surgical, which reflects products principally used in surgical settings, including the closure of acute wounds or to protect and reinforce tissues and/or regions of interest. The Company manages its product portfolio and pipeline based upon opportunities in each of these settings.
Below is a summary of net sales by product line (in thousands):
| | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2025 | | 2024 | | 2025 | | 2024 |
Wound | $ | 64,476 | | | $ | 57,547 | | | 120,549 | | $ | 114,595 | |
Surgical | 34,129 | | | 29,660 | | | 66,261 | | 57,320 | |
| Total | $ | 98,605 | | | $ | 87,207 | | | $ | 186,810 | | | $ | 171,915 | |
| | | | | | | |
The Company did not have significant foreign operations or a single external customer from which 10% or more of revenues were derived during the three or six months ended June 30, 2025 or 2024.
14. Segment Information
The Company determines its operating segments based on how the Chief Operating Decision Maker (“CODM”) reviews the business and makes resource allocation decisions. The Company concluded that Joseph Capper, the Company’s Chief Executive Officer, is the CODM.
The Company has a single operating segment, which has not been aggregated with other operating segments.
The CODM uses several measures of profit or loss to assess Company performance and allocate resources. Of these measures, net income is the measure that most aligns to GAAP. Other measures used by the CODM includes adjusted earnings before interest, taxes, depreciation and amortization. The CODM assesses actual results against budgets and forecasts, and uses this information to inform various strategic investments into the Company’s operations, including headcount and compensation.
Each financial statement caption included on the condensed consolidated statements of operations reflects a significant segment expense evaluated by the CODM. In addition to this, the CODM also evaluates selling and marketing expense and general and administrative expense, both of which are components of selling, general, and administrative expense on the condensed consolidated statements of operations.
The below table presents selling and marketing and general administrative expense (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
Selling and marketing | | $ | 47,867 | | | $ | 41,725 | | | $ | 94,728 | | | $ | 86,203 | |
General and administrative | | 16,284 | | | 13,676 | | | 29,392 | | | 24,327 | |
Selling, general and administrative | | $ | 64,151 | | | $ | 55,401 | | | $ | 124,120 | | | $ | 110,530 | |
Below is a breakout of interest expense and interest income (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Six Months Ended June 30, |
| | 2025 | | 2024 | | 2025 | | 2024 |
Interest income | | $ | 1,213 | | | $ | 525 | | | $ | 2,197 | | | $ | 1,209 | |
Interest expense | | (475) | | | (522) | | | (953) | | | (2,896) | |
Interest expense, net | | $ | 738 | | | $ | 3 | | | $ | 1,244 | | | $ | (1,687) | |
To see depreciation expense, amortization expense, income tax expense, and significant noncash items for this segment please refer to Note 5, Property and Equipment, Net, Note 6, Intangible Assets, Net, Note 10, Income Taxes, Note 11, Supplemental Disclosure of Cash Flow and Non-cash Investing and Financing Activities, respectively.
The CODM is not provided and does not review segment assets at a different asset level or category than the presentation on the consolidated balance sheet.
15. Acquisitions
During 2024 and the six months ended June 30, 2025, the Company entered into various agreements which conveyed trademarks associated with CELERA and EMERGE to MiMedx. The agreements required MiMedx to make payments at the time of the acquisition and additional payments over time when and if product is manufactured. The Company accounted for these transactions as acquisitions of assets. Accordingly, the Company capitalized payments made to acquire assets as payments were made or as the contingencies surrounding such payment were resolved as part of the acquired assets. Any future payments associated with a contingency may also be capitalized as part of the acquired asset, to the extent that such payments are considered to be costs to acquire the associated asset.
16. Discontinued Operations
Disbanding of Regenerative Medicine Business Unit
In the second quarter of 2023, the Company announced the disbanding of its Regenerative Medicine reportable segment and the suspension of its Knee Osteoarthritis clinical trial program. The announcement reflected the abandonment of the Company’s efforts to pursue a Biological License Application for its micronized dehydrated human amnion chorion membrane product and a major definitive strategic shift in the Company’s focus towards its continuing commercial pipeline as its primary source of value creation.
The Company completed the regulatory obligations associated with the clinical trial during the fourth quarter of 2023, at which time material run-off operations had ceased and Regenerative Medicine met the criteria for presentation as a discontinued operation.
Financial Statement Impact of Discontinued Operations
The income and expenses of the discontinued operation have been classified as income (loss) from discontinued operations in the consolidated statements of operations for the three and six months ended June 30, 2024 as follows (in thousands):
| | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | | Six Months Ended June 30, |
| | | 2024 | | | | 2024 |
| Selling, general and administrative expense | | | $ | (4) | | | | | $ | (4) | |
| Research and development expense | | | — | | | | | (200) | |
| Income from discontinued operations | | | $ | (4) | | | | | $ | (204) | |
The financial obligations associated with discontinued operation ceased during the third quarter of 2024.
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Executive Summary
During the second quarter of 2025, the Company delivered the following operational and financial highlights:
•Net sales of $99 million, reflecting 13% growth over the prior year period, which were comprised of:
◦Net sales of Wound products of $64 million, reflecting an increase of 12% compared to the prior year period
◦Net sales of Surgical products of $34 million, reflecting an increase of 15% compared to the prior year period
•GAAP net income and net income margin for the second quarter of 2025 of $10 million and 10%, respectively.
•Increased cash balance to $119 million, representing a $12 million increase sequentially and a $50 million increase compared to June 30, 2024
On July 14 and 15, 2025, the Centers for Medicare and Medicaid Services (“CMS”) released the CY 2026 Physician Fee Schedule (“PFS”) proposal and the CY 2026 Hospital Outpatient Prospective Payment System (“OPPS”) proposal. Under these proposed rules, which are scheduled for implementation on January 1, 2026, CMS is calling for a consistent payment approach for skin substitutes across the private office and HOPD settings with a fixed price of $125.38 per square centimeter. The PFS and OPPS proposals are currently in a comment period, ending in mid-September, after which CMS will publish its final rules for reimbursement in these care settings. Together with the Local Coverage Determinations and the recently announced Wasteful and Inappropriate Service Reduction model, there are several significant potential changes to reimbursement of skin substitutes that could begin impacting the industry and MIMEDX, beginning January 1, 2026.
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 six months ended June 30, 2025 and 2024, should be read in conjunction with the unaudited condensed consolidated 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, 2024.
Results of Operations
Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | |
| (in thousands) | | |
| 2025 | | 2024 | | $ Change | | % Change | | |
| Net sales | $ | 98,605 | | | $ | 87,207 | | | $ | 11,398 | | | 13.1 | % | | |
| Cost of sales | 18,681 | | | 14,855 | | | 3,826 | | | 25.8 | % | | |
| Gross profit | 79,924 | | | 72,352 | | | 7,572 | | | 10.5 | % | | |
| Selling, general and administrative | 64,151 | | | 55,401 | | | 8,750 | | | 15.8 | % | | |
| Research and development | 3,303 | | | 3,012 | | | 291 | | | 9.7 | % | | |
| Investigation, restatement and related | — | | | (9,701) | | | 9,701 | | | nm | | |
| Amortization of intangible assets | 100 | | | 190 | | | (90) | | | (47.4) | % | | |
| | | | | | | | | |
| Interest income, net | 738 | | | 3 | | | 735 | | | nm | | |
| Other expense, net | (101) | | | (237) | | | 136 | | | (57.4) | % | | |
| Income tax provision (expense) | (3,389) | | | (5,595) | | | 2,206 | | | (39.4) | % | | |
| Net income from continuing operations | 9,618 | | | 17,621 | | | (8,003) | | | (45.4) | % | | |
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 June 30, 2025 of $98.6 million, a $11.4 million, or 13.1%, increase compared to the three months ended June 30, 2024, in which we recognized net sales of $87.2 million.
Our sales by product line were as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Change | | | | | |
| 2025 | | 2024 | | $ | | % | | | | | | | | | |
Wound | $ | 64,476 | | | $ | 57,547 | | | $ | 6,929 | | | 12.0 | % | | | | | | | | | |
Surgical | 34,129 | | | 29,660 | | | 4,469 | | | 15.1 | % | | | | | | | | | |
| Total | $ | 98,605 | | | $ | 87,207 | | | $ | 11,398 | | | 13.1 | % | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Net sales of our Wound product portfolio were $64.5 million for the three months ended June 30, 2025, a $6.9 million or 12.0% increase compared to $57.5 million for the three months ended June 30, 2024. Second quarter Wound product sales growth was driven by sales of our newer products, CELERA and EMERGE, which offset decreases in sales of other products in our Wound portfolio. The increase is also attributable to turnover of certain of our sales team and customers in the three months ended June 30, 2024.
Net sales of our Surgical products totaled $34.1 million for the three months ended June 30, 2025, reflecting an increase of $4.5 million, or 15.1%, compared to $29.7 million for the three months ended June 30, 2024. This increase was primarily driven by sales volume contributions from certain Surgical products, particularly AMNIOFIX and AMNIOEFFECT, as well as contributions from HELIOGEN.
Cost of Sales and Gross Profit Margin
Cost of sales for the three months ended June 30, 2025 and 2024 was $18.7 million and $14.9 million, respectively, an increase of $3.8 million, or 25.8%, year-over-year. Gross profit margin for the three months ended June 30, 2025 was 81.1% compared to 83.0% for the three months ended June 30, 2024. The year-over-year decrease in gross margin was driven by production variances and product mix. In addition, amortization of our acquired EMERGE and CELERA trademarks assets during the three months ended June 30, 2025 further decreased margins.
Selling, General and Administrative Expense
Selling, general and administrative (“SG&A”) expense for the three months ended June 30, 2025 was $64.2 million, compared to $55.4 million for the three months ended June 30, 2024. The following table shows the composition of this expense between selling and marketing (“S&M”) and general and administrative (“G&A”) components (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended June 30, | | Change | | | |
| | 2025 | | 2024 | | $ | | % | | | |
Selling and marketing | | $ | 47,867 | | | $ | 41,725 | | | $ | 6,142 | | | 14.7 | % | | | |
General and administrative | | 16,284 | | | 13,676 | | | 2,608 | | | 19.1 | % | | | |
Selling, general and administrative | | $ | 64,151 | | | $ | 55,401 | | | $ | 8,750 | | | 15.8 | % | | | |
Sales and marketing expenses increased $6.1 million or 14.7%, year over year, which was driven by increases in commissions due to higher sales and higher effective commission rates. General and administrative expenses increased $2.6 million or 19.1%, year over year, which was driven by incremental spend from legal and regulatory disputes in the current period, 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 June 30, 2025 was $3.3 million, compared to $3.0 million for the three months ended June 30, 2024, an increase of $0.3 million, or 9.7%. R&D spend in the quarter was driven by the ongoing enrollment of our EPIEFFECT randomized clinical trial along with ongoing investments in the development of future products in our pipeline.
Investigation, Restatement and Related Benefit
Investigation, restatement and related benefit was $9.7 million for the three months ended June 30, 2024. The benefit resulted from various settlements related to former officers and other related matters. Investigation, restatement and related costs ceased in 2024.
Amortization of Intangible Assets
Amortization expense related to intangible assets was $0.1 million for the three months ended June 30, 2025, compared to $0.2 million for the three months ended June 30, 2024, a decrease of $0.1 million or 47.4%. The decrease is due to certain intangible assets being fully amortized.
Interest Income, Net
Interest income, net was $0.7 million for the three months ended June 30, 2025 compared to immaterial interest income for the three months ended June 30, 2024. The increase was generally driven by increases in our cash balances, year over year.
Income Tax Provision
The effective tax rates for the Company were 26.1% and 24.1% for the three months ended June 30, 2025 and June 30, 2024, respectively. The effective tax rates in each period were favorably impacted by vestings of restricted stock, offset by deduction limitations on executive compensation.
Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024
| | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | |
| (in thousands) | |
| 2025 | | 2024 | | $ Change | | % Change | |
| Net sales | $ | 186,810 | | | $ | 171,915 | | | $ | 14,895 | | | 8.7 | % | |
| Cost of sales | 35,239 | | | 27,841 | | | 7,398 | | | 26.6 | % | |
| Gross profit | 151,571 | | | 144,074 | | | 7,497 | | | 5.2 | % | |
| Selling, general and administrative | 124,120 | | | 110,530 | | | 13,590 | | | 12.3 | % | |
| Research and development | 6,632 | | | 5,852 | | | 780 | | | 13.3 | % | |
| Investigation, restatement and related | — | | | (9,390) | | | 9,390 | | | nm | |
| Amortization of intangible assets | 199 | | | 379 | | | (180) | | | (47.5) | % | |
| Impairment of intangible assets | — | | | 54 | | | (54) | | | nm | |
| Interest income (expense), net | 1,244 | | | (1,687) | | | 2,931 | | | nm | |
| Other expense, net | (247) | | | (336) | | | 89 | | | (26.5) | % | |
| Income tax provision (expense) | (4,978) | | | (7,944) | | | 2,966 | | | (37.3) | % | |
| Net income from continuing operations | 16,639 | | | 26,682 | | | (10,043) | | | (37.6) | % | |
Changes noted as “nm” in the table above indicate that the percentage change is not meaningful.
Net Sales
We recorded net sales for the six months ended June 30, 2025 of $186.8 million, a $14.9 million, or 8.7%, increase compared to the six months ended June 30, 2024, for which we recorded net sales of $171.9 million.
Our sales by product were as follows (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | |
| Six Months Ended June 30, | | Change | |
| 2025 | | 2024 | | $ | | % | |
| Wound | $ | 120,549 | | | $ | 114,595 | | | $ | 5,954 | | | 5.2 | % | |
| Surgical | 66,261 | | 57,320 | | 8,941 | | | 15.6 | % | |
| Total | $ | 186,810 | | | $ | 171,915 | | | $ | 14,895 | | | 8.7 | % | |
Net sales of our Wound product portfolio were $120.5 million for the six months ended June 30, 2025, a $6.0 million or 5.2% increase compared to $114.6 million for the six months ended June 30, 2024. The increase was primarily driven by sales of our newer products, CELERA and EMERGE, which offset decreases in sales of other Wound products. The increase is also attributable to turnover of certain of our sales team and customers in the six months ended June 30, 2024.
Net sales of our Surgical products totaled $66.3 million, reflecting growth of $8.9 million, or 15.6%, compared to the six months ended June 30, 2024. The increase was primarily driven by sales volume contributions from certain Surgical products, particularly AMNIOFIX and AMNIOEFFECT, as well as contributions from HELIOGEN.
Cost of Sales and Gross Profit Margin
Cost of sales for the six months ended June 30, 2025 was $35.2 million, an increase of $7.4 million, or 26.6%, compared to $27.8 million for the six months ended June 30, 2024. Gross profit margin for the six months ended June 30, 2025 was 81.1% compared to 83.8% for the six months ended June 30, 2024. The increase in cost of sales were driven by increases in sales volume. The year-over-year decrease in gross margin was driven by production variances and product mix. In addition, amortization of our acquired intangible assets during the six months ended June 30, 2025 further decreased margins.
Selling, General and Administrative Expense
Selling, general and administrative expenses for the six months ended June 30, 2025 increased by $13.6 million, or 12.3%, to $124.1 million, compared to $110.5 million for the six months ended June 30, 2024. The following table shows the composition of this expense between selling and marketing (“S&M”) and general and administrative (“G&A”) components (amounts in thousands):
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Six Months Ended June 30, | | Change | | | | | |
| | 2025 | | 2024 | | $ | | % | | | | | |
Selling and marketing | | $ | 94,728 | | | $ | 86,203 | | | $ | 8,525 | | | 9.9 | % | | | | | |
General and administrative | | 29,392 | | | 24,327 | | | 5,065 | | | 20.8 | % | | | | | |
Selling, general and administrative | | $ | 124,120 | | | $ | 110,530 | | | $ | 13,590 | | | 12.3 | % | | | | | |
Sales and marketing expenses increased $8.5 million or 9.9%, year over year, which was driven by increases in commissions due to higher sales and higher effective commission rates. General and administrative expenses increased $5.1 million or 20.8%, year over year, which was driven by incremental spend from legal and regulatory disputes in the current period, including our ongoing litigation with a competitor and several former employees.
Research and Development Expense
Our research and development expenses for the six months ended June 30, 2025 was $6.6 million, compared to $5.9 million for the six months ended June 30, 2024. This increase was driven by the ongoing enrollment of our EPIEFFECT randomized clinical trial along with ongoing investments in the development of future products in our pipeline.
Investigation, Restatement and Related Benefit
There was no investigation, restatement and related expense for the six months ended June 30, 2025 compared to a benefit of $9.4 million for the six months ended June 30, 2024. The benefit resulted from various settlements related to former officers and other related matters. Investigation, restatement and related expenses ceased in 2024.
Amortization of Intangible Assets
Amortization expense related to intangible assets was $0.2 million for the six months ended June 30, 2025 compared to $0.4 million for the six months ended June 30, 2024. The decrease is due to certain intangible assets being fully amortized.
Impairment of Intangible Assets
Impairment for the six months ended June 30, 2024 was $0.1 million, which relates to abandoned patents.
Interest Income (Expense), Net
Interest income, net was $1.2 million for the six months ended June 30, 2025 compared to interest expense, net of $1.7 million for the six months ended June 30, 2024. The change was the result of a decrease in outstanding debt and lower interest rates under the Citizens Credit Facilities. The change was also driven by increased cash balances, year over year. Additionally, 2024 reflects loss on extinguishment of debt arising from the repayment and termination of a previous loan agreement ($1.4 million).
Income Tax Provision
The effective tax rates for the Company were 23.0% and 22.9% for the six months ended June 30, 2025 and 2024, respectively. The effective tax rates in each period were favorably impacted by vestings of restricted stock. These effects were partially offset by deduction limitations on executive compensation.
Discussion of Cash Flows
Operating Activities
Net cash provided by operating activities from continuing operations during the six months ended June 30, 2025 was $19.7 million, compared to $27.8 million for the six months ended June 30, 2024. The change was primarily the result of greater expenses during the six months ended June 30, 2025.
Investing Activities
Net cash used for investing activities during the six months ended June 30, 2025 was $1.3 million, compared to $6.9 million for the six months ended June 30, 2024. Activity for the six months ended June 30, 2024 reflects our $5.0 million investment to expand our product portfolio through the TELA and Regenity agreements compared to the $0.7 million in cash paid for acquisitions during the six months ended June 30, 2025. The remaining difference reflects a year-over-year decrease in capital expenditures.
Financing Activities
Net cash used for financing activities during the six months ended June 30, 2025 was $4.0 million. Cash used by financing activities was $33.8 million during the six months ended June 30, 2024. The cash used during the six months ended June 30, 2024 was due to the repayment of the initial $30.0 million draw under the Revolving Credit Facility. There was no equivalent activity during the same period in 2025. The cash used during the six months ended June 30, 2025 was primarily related to tax witholdings on vestings of restricted stock.
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 June 30, 2025, we had $118.9 million of cash and cash equivalents, total current assets of $220.9 million and total current liabilities of $50.3 million, reflecting a current ratio of 4.4. We had $18.5 million of long term debt outstanding and $75 million of availability under our Revolving Credit Facility (as discussed 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 Agreement
In January 2024, the Company entered into the Citizens Credit Agreement, which provided the Company with a $20 million Term Loan Facility and a $30 million Revolving Credit Facility. As of June 30, 2025, the Company has $18.5 million of principal outstanding on the Term Loan Facility that bears interest at 6.7% and no borrowings outstanding under the Revolving Credit Facility.
Borrowings under the Citizens Credit Agreement 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%.
Contractual Obligations
There were no significant changes to our contractual obligations during the six months ended June 30, 2025 from those disclosed in the section Item 7, “Management’s Discussion and Analysis of Financial Condition and Results from Operations”, in our Annual Report on Form 10-K filed with the SEC on February 26, 2025.
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 Annual Report on Form 10-K filed with the SEC on February 26, 2025. There were no new critical accounting estimates applied in the preparation of this Form 10-Q.
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.
There have been no material changes in market risk from the information provided in “Item 7A. Quantitative and Qualitative Disclosures about Market Risk” in our Form 10-K.
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 June 30, 2025 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
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.
Item 1A. Risk Factors
There have been no material changes to the Company’s risk factors included in its 2024 Form 10-K.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
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 June 30, 2025, 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.
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 |
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| # | 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.
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July 30, 2025 | MIMEDX GROUP, INC. |
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| | By: | /s/ Doug Rice |
| | | Doug Rice |
| | | Chief Financial Officer |
| | (duly authorized officer) |
