0001376339-22-000007 | 10-K | XBRL Viewer

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Nature of Business	12 Months Ended
Nature of Business	Dec. 31, 2021
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 transformational placental biologics company, developing and distributing placental tissue allografts with patent-protected, proprietary processes for multiple sectors of healthcare. As a pioneer in placental biologics, the Company is focused on addressing unmet clinical needs in the areas of advanced wound care, surgical recovery applications, and musculoskeletal conditions. We derive our products from human placental tissues and process these tissues using our proprietary methods, including the PURION® process. The Company applies Current Good Tissue Practices, Current Good Manufacturing Practices, and terminal sterilization to produce its allografts. MIMEDX provides products primarily in the wound care, burn, and surgical recovery sectors of healthcare. All of its products are regulated by the U.S. Food & Drug Administration (“FDA”). The Company’s business model is focused primarily on the United States of America but the Company is pursuing opportunities for international expansion. Effect of the COVID-19 Pandemic On March 11, 2020, the World Health Organization designated the outbreak of a novel strain of coronavirus as a global pandemic. The COVID-19 pandemic and associated governmental and societal responses have affected the Company’s business, results of operations and financial condition in the past and could continue to have an adverse impact on the Company’s business, results of operations, and financial condition in the future. On March 27, 2020, the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”) was signed into law. The CARES Act included provisions relating to refundable payroll tax credits, deferment of the employer portion of certain payroll taxes, loans, and grants to certain businesses, net operating loss carryback periods, alternative minimum tax credit refunds, modifications to the net interest deduction limitations and technical corrections to tax depreciation methods for qualified improvement property. Certain of these provisions were extended or expanded as a result of the Consolidated Appropriations Act, 2021, which was signed into law on December 27, 2020. As a result of these laws, the Company recorded a federal tax benefit of $11.3 million due to the release of a previously-recorded valuation allowance in 2020. Of this amount, the Company received $9.2 million and $1.2 million during the years ended December 31, 2021 and 2020, respectively. The remaining $0.9 million is recorded as part of income tax receivable on the consolidated balance sheet as of December 31, 2021. In addition, the CARES Act provided an employee retention credit (“ERC”), which was a refundable tax credit against certain payroll taxes. Upon determination that the Company had complied with all of the conditions required to receive the credit, the Company qualified and filed to claim the ERC. The Company reflected the ERC as a reduction to the respective captions on the consolidated statements of operations associated with the employees to which the payroll tax benefit related. For the year ended December 31, 2021, the Company recorded a $1.6 million reduction to selling, general and administrative expense. As of December 31, 2021, the Company recorded $1.6 million as other current assets in the consolidated balance sheet. Enforcement Discretion In November 2017, the FDA published a series of guidances that established an updated framework for the regulation of cellular and tissue-based products. These guidances clarified the FDA’s views about the criteria that differentiate those products subject to regulation under Section 361 of the Public Health Service Act from those considered to be drugs, devices, and/or biological products subject to licensure under Section 351 of the Public Health Service Act and related regulations. The Company identified its micronized and particulate products (collectively, the “Section 351 Products”) as being subject to regulation under Section 351, requiring pre-market approval from the FDA for a specified indication with demonstrated clinical efficacy. The FDA exercised enforcement discretion with respect to Investigational New Drug (“IND”) applications and pre-market approval requirements through May 31, 2021. As of May 31, 2021, the Company stopped marketing its Section 351 Products in the United States and is precluded from marketing such products until a Biologics License Application (“BLA”) is granted. If and when the FDA approves a BLA, the Company expects to be allowed to market its Section 351 Products in the United States, but only for specific indications as permitted by the FDA. Sales of the Company’s Section 351 Products were $17.6 million and $31.8 million for the years ended December 31, 2021 and 2020, respectively. Sales of Section 351 Products for the year ended December 31, 2021 reflects the sale of such products in the United States through May 31, 2021. The Company currently markets EPICORD® and AMNIOCORD® tissue products derived from human umbilical cord as providing a protective environment or as a barrier. If the FDA were to determine that EPICORD and AMNIOCORD do not meet the requirements for regulation solely under Section 361, then pre-market clearance or approval would be required. The loss of the Company’s ability to market and sell its umbilical cord-derived products would have an adverse effect on the Company’s revenue, business, financial condition, and results of operations. Net sales of the Company’s umbilical cord-derived products were $23.6 million and $16.1 million for the years ended December 31, 2021 and 2020, respectively. The Company’s cord inventory was $1.9 million as of December 31, 2021. Out-of-Period Adjustment During the year ended December 31, 2021, the Company identified certain Restricted Stock Unit and Performance Stock Unit awards that were not appropriately reflected in the Company’s balance of common stock outstanding beginning in 2019. The effects of these errors caused misstatements in the Company’s balance of treasury stock, additional paid-in capital, and common stock outstanding on each of the Company’s reported consolidated balance sheets and consolidated statements of stockholders’ equity (deficit) for interim and annual periods beginning with those statements as of and for the year ended December 31, 2019. The identified errors did not affect total stockholders’ equity (deficit) or earnings per share in any period. The Company recorded an out-of-period adjustment during the year ended December 31, 2021, which resulted in a decrease of $2.0 million to the balance of additional paid-in capital for the year ended December 31, 2021 and an increase of $2.0 million to the balance of treasury stock. The Company concluded the effect of the misstatement was not material, qualitatively or quantitatively, to any interim or annual period. These amounts are reflected as part of other in the consolidated statement of stockholders’ equity (deficit) for the year ended December 31, 2021.

Basic and Diluted Net Loss Per Common Share - Basic Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss	$ (10,285)	$ (49,284)	$ (25,580)
Adjustments to reconcile to net loss available to common stockholders:
Accumulated dividend on convertible preferred stock Series B	5,210	2,016	0
Amortization of beneficial conversion feature	0	31,110	0
Accretion of increasing-rate dividend feature	926	918	0
Total adjustments	6,136	34,044	0
Net loss available to common stockholders	$ (16,421)	$ (83,328)	$ (25,580)
Denominator - weighted average common shares outstanding adjusted for potential common shares (in shares)	110,353,406	108,257,112	106,946,384
Basic net (loss) income per common share (in dollars per share)	$ (0.15)	$ (0.77)	$ (0.24)

Income Taxes - Narrative (Details) - USD ($)		12 Months Ended
Income Taxes - Narrative (Details) - USD ($)	Jan. 31, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Unusual or Infrequent Item, or Both [Line Items]
Income tax benefit		$ (247,000)	$ 12,259,000	$ 5,000
Income tax receivable		743,000	10,045,000
Deferred employer tax payments			2,200,000
Operating Loss Carryforwards [Line Items]
Interest limitation carryforward		$ 3,970,000	$ 2,992,000
Federal statutory rate		21.00%	21.00%	21.00%
Valuation allowance		$ 41,126,000	$ 35,626,000
Deferred tax assets, operating loss carryforwards, federal		17,700,000		$ 13,200,000
Deferred tax assets, operating loss carryforwards, state		5,600,000		4,000,000
Unrecognized tax benefits that, if recognized, would impact effective tax rate			500,000
Accrued interest related to unrecognized tax benefits			0	100,000	$ 100,000
Interest expense related to unrecognized tax benefits				$ 100,000	$ 100,000
Subsequent Event
Unusual or Infrequent Item, or Both [Line Items]
Payments of employer payroll taxes, CARES Act	$ 1,100,000
CARES Act
Unusual or Infrequent Item, or Both [Line Items]
Income tax benefit			11,300,000
Federal tax refund		9,200,000	1,200,000
Income tax receivable			900,000
Federal
Operating Loss Carryforwards [Line Items]
Income tax net operating loss carryforwards		84,200,000	104,200,000
State
Operating Loss Carryforwards [Line Items]
Income tax net operating loss carryforwards		$ 62,700,000	$ 68,500,000

CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (10,285)	$ (49,284)	$ (25,580)
Adjustments to reconcile net loss to net cash used in operating activities:
Share-based compensation	14,757	15,357	12,064
Depreciation	4,363	5,782	6,546
Amortization of deferred financing costs and debt discount	1,055	2,276	1,431
Non cash lease expenses	989	983	947
Amortization of intangible assets	820	1,073	1,039
Loss on fixed asset disposal	262	1	318
Accretion of asset retirement obligation	81	10	0
Impairment of intangible assets	53	1,027	1,258
Loss on extinguishment of debt	0	8,201	0
Effect of change in revenue recognition	0	0	(17,382)
Increase (decrease) in cash resulting from changes in:
Accounts receivable	(4,930)	(3,096)	(10,938)
Inventory	(1,028)	(1,257)	6,882
Prepaid expenses	(542)	1,064	4
Other assets	675	(119)	(5,770)
Accounts payable	(326)	177	(6,171)
Accrued compensation	5,128	(2,459)	(1,722)
Accrued expenses	(21,197)	1,746	(57)
Income taxes	9,302	(10,027)	436
Other liabilities	(1,159)	(1,718)	(2,717)
Net cash flows used in operating activities	(1,982)	(30,263)	(39,412)
Cash flows from investing activities:
Purchases of property and equipment	(3,218)	(4,228)	(1,752)
Patent application costs	(252)	(327)	(466)
Principal payments from note receivable	75	0	2,722
Net cash flows (used in) provided by investing activities	(3,395)	(4,555)	504
Cash flows from financing activities:
Stock repurchased for tax withholdings on vesting of restricted stock	(4,751)	(2,334)	(1,474)
Proceeds from exercise of stock options	1,437	411	108
Payments under finance lease obligations	(38)	0	0
Proceeds from sale of Series B convertible preferred stock	0	100,000	0
Stock issuance costs	0	(7,470)	0
Proceeds from term loans	0	59,500	72,750
Deferred financing costs	0	(3,235)	(6,650)
Repayment of term loans	0	(83,872)	(1,875)
Prepayment premium on early repayment of term loan	0	(1,439)	0
Net cash flows (used in) provided by financing activities	(3,352)	61,561	62,859
Net change in cash	(8,729)	26,743	23,951
Cash and cash equivalents, beginning of year	95,812	69,069	45,118
Cash and cash equivalents, end of year	$ 87,083	$ 95,812	$ 69,069

Income Taxes - Reconciliation of the Federal Statutory Income Tax (Details)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Federal statutory rate	21.00%	21.00%	21.00%
State taxes, net of federal benefit	4.53%	(0.20%)	(1.36%)
Nondeductible compensation	(13.77%)	(0.89%)	(1.49%)
Meals and entertainment	(1.13%)	(0.50%)	(2.04%)
Share-based compensation	23.31%	(1.24%)	(5.05%)
Employee retention credit	3.37%	0.00%	0.00%
Tax credits	2.01%	0.32%	0.45%
Uncertain tax positions	0.02%	0.24%	1.22%
NOL carryback rate differential	0	0.1099	0
Other	10.90%	(1.66%)	0.12%
Valuation allowance	(52.70%)	(8.14%)	(12.83%)
Effective tax rate	(2.46%)	19.92%	0.02%

Schedule II Valuation and Qualifying Accounts

12 Months Ended

Dec. 31, 2021

SEC Schedule, 12-09, Valuation and Qualifying Accounts [Abstract]

Schedule II Valuation and Qualifying Accounts


MIMEDX GROUP, INC. AND SUBSIDIARIES SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
Years ended December 31, 2021, 2020 and 2019 (in thousands)
	Balance at Beginning of Year		Additions charged to Expense or Revenue		Deductions and write-offs		Balance at End of Year
For the year ended December 31, 2021
Allowance for doubtful accounts	$	737	$	791	$	(341)	$	1,187
Allowance for product returns	$	2,321	$	2,508	$	(2,280)	$	2,549

For the year ended December 31, 2020
Allowance for doubtful accounts	$	—	$	719	$	18	$	737
Allowance for product returns	$	4,115	$	705	$	(2,499)	$	2,321

For the year ended December 31, 2019
Allowance for doubtful accounts	$	—	$	—	$	—	$	—
Allowance for product returns	$	8,510	$	—	$	(4,395)	$	4,115

Leases - Narrative (Details) $ in Millions	12 Months Ended
Leases - Narrative (Details) $ in Millions	Dec. 31, 2021 USD ($) warehouseSpace	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Leases [Abstract]
Number of subleased warehouse spaces \| warehouseSpace	1
Sublet income	$ 0.1	$ 0.1	$ 0.0
Asset retirement obligations	$ 1.0	$ 0.8

Equity - Convertible Preferred Stock Series B (Details) $ / shares in Units, $ in Thousands		12 Months Ended
	Jul. 02, 2020 USD ($) day director $ / shares	Dec. 31, 2021 USD ($) shares	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Dividends Payable [Line Items]
Amortization of beneficial conversion feature		$ 0	$ 31,110	$ 0
Accretion of increasing-rate dividend feature		926	918	0
Series B Preferred convertible Stock, dividends accrued but not recorded for the period		5,210	$ 2,016	$ 0
Convertible preferred stock Series B
Dividends Payable [Line Items]
Series B preferred stock, conversion price (in USD per share) \| $ / shares	$ 5.25
Trading price (USD per share) \| $ / shares	$ 7.70
Number of trading days within consecutive day trading period common stock must exceed trigger conversion price \| day	20
Series B preferred stock, threshold number of consecutive trading days \| day	30
Number of board seats elected by Series B preferred stockholders \| director	2
Series B preferred stock, maximum voting stock percentage on an as-converted basis (as a percent)	19.90%
Series B Preferred convertible Stock, dividends accrued but not recorded for the period		$ 7,200
Series B Preferred convertible stock, shares issuable upon conversion (shares) \| shares		27,850,916
Convertible preferred stock Series B \| Discounted Dividend Rate prior to Quarterly Dividend Payment ending on June 30,2021
Dividends Payable [Line Items]
Series B convertible stock, cumulative dividend (as a percent)	4.00%
Convertible preferred stock Series B \| Perpetual Dividend Rate after Quarterly Dividend Payment ending on June 30, 2021
Dividends Payable [Line Items]
Series B convertible stock, cumulative dividend (as a percent)	6.00%
Preferred Class B Convertible Stock
Dividends Payable [Line Items]
Series B preferred stock, conversion price (in USD per share) \| $ / shares	$ 3.85
Series B preferred stock, increasing-rate dividend feature	$ 1,800
Accretion of increasing-rate dividend feature		$ 900

Income Taxes - Schedule of current and deferred income tax expense (benefit) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current:
Federal	$ 91	$ (12,418)	$ (53)
State	156	159	48
Total current	247	(12,259)	(5)
Deferred:
Federal	0	0	0
State	0	0	0
Total deferred	0	0	0
Total expense (benefit)	$ 247	$ (12,259)	$ (5)

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Accounts Receivable, Net (Tables)

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Schedule of Accounts, Notes, Loans and Financing Receivable

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


	December 31,
	2021		2020
Accounts receivable, gross	$	41,540	$	36,160
Allowance for doubtful accounts	(1,187)		(737)
Accounts receivable, net	$	40,353	$	35,423

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Estimated annual lease, royalty, and employment agreement expenses

The estimated meeting space commitments are as follows (in thousands):


Years Ended December 31,
2022	$	383
2023	204
2024	114
	$	701

Long Term Debt - Term Loan Extinguishment of Debt (Details) - USD ($) $ in Thousands		3 Months Ended	12 Months Ended
	Jul. 02, 2020	Dec. 31, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Extinguishment of Debt [Line Items]
Loss on extinguishment of debt		$ 8,200	$ 0	$ 8,201	$ 0
BT Loan Agreement \| BT Loan Agreement
Extinguishment of Debt [Line Items]
Unamortized deferred financing costs	$ 4,528
Unamortized original issue discount	1,538
Unamortized amendment fee	671
Prepayment premium	1,439
Other fees	25
Loss on extinguishment of debt	$ (8,201)

Equity - Recognized Stock-Based Compensation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Payment Arrangement, Noncash Expense [Abstract]
Share-based compensation expense	$ 14,757	$ 15,357	$ 12,064
Income tax benefit, before consideration of valuation allowance	(3,649)	(3,792)	(3,081)
Total share-based compensation, net of tax benefit	11,108	11,565	8,983
Cost of sales
Share-based Payment Arrangement, Noncash Expense [Abstract]
Share-based compensation expense	813	520	477
Research and development
Share-based Payment Arrangement, Noncash Expense [Abstract]
Share-based compensation expense	836	288	265
Selling, general and administrative
Share-based Payment Arrangement, Noncash Expense [Abstract]
Share-based compensation expense	$ 13,108	$ 14,549	$ 11,322

Restructuring - Restructuring Reserve Liability (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Restructuring Reserve [Roll Forward]
Liability balance, beginning	$ 3,561	$ 5,607
Expenses	0	8,543
Cash distributions	(3,561)	(10,589)
Liability balance, ending	$ 0	$ 3,561

Restructuring

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Restructuring

Set forth below are disclosures relating to restructuring initiatives that resulted in material expenses or cash expenditures during the year ended December 31, 2019, and resulted in material restructuring liabilities at December 31, 2019. Employee retention and certain other employee benefit-related costs related to the Company’s restructuring are expensed ratably over an agreed-upon service period. One-time employee separation and related employee benefit costs are generally expensed as incurred.

In December 2018, the Company announced a reduction of the Company’s workforce by approximately 240 full-time employees, or 24% of its total workforce, of which approximately half were sales personnel as part of the plans to implement a broad-based organizational realignment, cost reduction and efficiency program to better ensure the Company’s cost structure was appropriate given its revenue expectations.

As a result of the December 2018 broad-based organizational realignment, cost reduction and efficiency program, the Company incurred pre-tax charges of $8.5 million during the years ended December 31, 2019. The charges related to employee retention and other one-time employee separation benefit-related costs. These charges are included in the cost of sales, research and development, and selling, general and administrative expenses in the consolidated statements of operations.

The Company’s restructuring program concluded in 2020. All obligations related to the Company’s restructuring program have been settled as of December 31, 2020.

Changes to this liability during the years ended December 31, 2020 and 2019 were as follows (in thousands):





Liability balance as of December 31, 2018	$	5,607
Expenses	8,543
Cash distributions	(10,589)
Liability balance as of December 31, 2019	3,561
Expenses	—
Cash distributions	(3,561)
Liability balance as of December 31, 2020	$	—

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Deferred tax assets and liabilities

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):


	December 31,
	2021		2020
Deferred Tax Assets:
Net operating loss	$	23,333	$	17,010
Research and development and other tax credits	6,297		5,920
Share-based compensation	4,220		3,259
Interest limitation carryforward	3,970		2,992
Accrued expenses	3,385		2,918
Accrued settlement costs	235		2,464
Bad debts	601		2,138
Lease obligation	1,277		1,021
Sales return and allowances	195		170
Other	1,115		1,075
Deferred Tax Liabilities:
Prepaid expenses	(1,337)		(1,170)
Property and equipment	(705)		(1,073)
Right of use asset	(1,197)		(895)
Intangible assets	(263)		(160)
Deferred costs of goods sold	—		(43)

Net Deferred Tax Assets	41,126		35,626
Less: Valuation allowance	(41,126)		(35,626)
Net Deferred Tax Assets after Valuation Allowance	$	—	$	—

Reconciliation of the Federal statutory income tax

The reconciliation of the federal statutory income tax rate of 21% to the effective rate is as follows:


	Year ended December 31,
	2021		2020		2019
Federal statutory rate	21.00	%	21.00	%	21.00	%
State taxes, net of federal benefit	4.53	%	(0.20)	%	(1.36)	%
Nondeductible compensation	(13.77)	%	(0.89)	%	(1.49)	%
Meals and entertainment	(1.13)	%	(0.50)	%	(2.04)	%





Share-based compensation	23.31	%	(1.24)	%	(5.05)	%
Employee retention credit	3.37	%	—	%	—	%
Tax credits	2.01	%	0.32	%	0.45	%
Uncertain tax positions	0.02	%	0.24	%	1.22	%


NOL carryback rate differential	—	%	10.99	%	—	%
Other	10.90	%	(1.66)	%	0.12	%
Valuation allowance	(52.70)	%	(8.14)	%	(12.83)	%
Effective tax rate	(2.46)	%	19.92	%	0.02	%

Schedule of current and deferred income tax expense (benefit)

Current and deferred income tax (benefit) expense is as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current:
Federal	$	91	$	(12,418)	$	(53)
State	156		159		48
Total current	247		(12,259)		(5)

Deferred:
Federal	—		—		—
State	—		—		—
Total deferred	—		—		—

Total expense (benefit)	$	247	$	(12,259)	$	(5)

Reconciliation of unrecognized tax benefits

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands) included in other liabilities in the consolidated balance sheets:


	2021		2020		2019
Unrecognized tax benefits - January 1	$	477	$	627	$	938
Gross increases - tax positions in current period	20		—		56

Decreases in prior year positions	(28)		(150)		(367)
Unrecognized tax benefits - December 31	$	469	$	477	$	627

Long Term Debt (Tables)

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Schedule of debt

The allocation of the deferred financing costs and original issue discount between Term Loan and the DD TL on July 2, 2020 was as follows (amounts in thousands):


	July 2, 2020
	Term Loan		DD TL		Total
	Long term debt		Other current assets
Original issue discount	$	333	$	167	$	500
Deferred financing costs	2,169		1,084		3,253

The balances of the Term Loan as of December 31, 2021 and 2020 were as follows (amounts in thousands):


	December 31,
	2021		2020
Outstanding principal	$	50,000	$	50,000
Deferred financing costs	(1,624)		(1,996)
Original issue discount	(249)		(307)
Long term debt, net	$	48,127	$	47,697

Schedule of interest expense

Components of interest expense related to the Term Loan, included in interest expense, net in the consolidated statements of operations, was as follows (amounts in thousands):


	Year Ended December 31,
	2021		2020
Stated interest	$	4,182	$	2,085
Amortization of deferred financing costs	372		173
Accretion of original issue discount	58		26
Interest expense	$	4,612	$	2,284

Interest expense related to the DD TL, included in interest expense, net in the consolidated statements of operations, was as follows (amounts in thousands):


	Year Ended December 31,
	2021		2020
Commitment fee	$	126	$	128
Amortization of deferred financing costs	542		542
Accretion of original issue discount	83		83
Interest expense	$	751	$	753

Interest expense related to the BT Term Loan, included in interest (expense) income, net in the consolidated statements of operations was as follows (amounts in thousands):


	Year ended December 31,
	2020		2019
Interest on principal balance	$	3,773	$	4,331
Accretion of original issue discount	354		360
Accretion of amendment fee	53		—
Amortization of deferred financing costs	1,051		1,071
Total BT Term Loan interest expense	$	5,231	$	5,762

Future principal payments for the Term Loan

Scheduled principal payments on the Term Loan as of December 31, 2021 are as follows:


Year ending December 31,	Principal
2022	$	—
2023	—
2024	—
2025	50,000
2026	—
Thereafter	—
Outstanding principal	$	50,000

Schedule of extinguishment of debt

The composition of the loss on extinguishment of debt was as follows (amounts in thousands):


	July 2, 2020
Unamortized deferred financing costs	$	4,528
Unamortized original issue discount	1,538
Unamortized amendment fee	671
Prepayment premium	1,439
Other fees	25
Loss on extinguishment of debt	$	8,201

Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred Tax Assets:
Net operating loss	$ 23,333	$ 17,010
Research and development and other tax credits	6,297	5,920
Share-based compensation	4,220	3,259
Interest limitation carryforward	3,970	2,992
Accrued expenses	3,385	2,918
Accrued settlement costs	235	2,464
Bad debts	601	2,138
Lease obligation	1,277	1,021
Sales return and allowances	195	170
Other	1,115	1,075
Deferred Tax Liabilities:
Prepaid expenses	(1,337)	(1,170)
Property and equipment	(705)	(1,073)
Right of use asset	(1,197)	(895)
Intangible assets	(263)	(160)
Deferred costs of goods sold	0	(43)
Net Deferred Tax Assets
Net Deferred Tax Assets	41,126	35,626
Less: Valuation allowance	(41,126)	(35,626)
Net Deferred Tax Assets after Valuation Allowance	$ 0	$ 0

Inventory

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory

Inventory consists of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	364	$	314
Work in process	6,112		4,316
Finished goods	4,913		5,731
Inventory	$	11,389	$	10,361

Write-downs recorded against the inventory balance as of December 31, 2020, which were presented separately in previously-issued financial statements, have been reclassified as reductions to raw materials, work in process, and finished goods.

As a result of the conclusion of the FDA’s period of enforcement discretion on May 31, 2021, the Company wrote down $1.0 million of its Section 351 product inventory and $0.7 million related to discontinued product during the year ended December 31, 2021.

Consignment inventory, included as a component of finished goods in the table above, was $2.6 million and $3.2 million as of December 31, 2021 and 2020, respectively.

Commitments and Contingencies - Estimated Annual Lease, Royalty, and Employment Agreement Expenses (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Commitments and Contingencies Disclosure [Abstract]
2022	$ 383
2023	204
2024	114
Total Contractual commitments	$ 701

Inventory (Details) - USD ($) $ in Thousands	12 Months Ended
Inventory (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Inventory Disclosure [Abstract]
Raw materials	$ 364	$ 314
Work in process	6,112	4,316
Finished goods	4,913	5,731
Inventory, Net, Total	11,389	10,361
Inventory [Line Items]
Inventory write-down	700
Consignment inventory	2,600	$ 3,200
Section 351
Inventory [Line Items]
Inventory write-down	$ 1,000

Commitments and Contingencies - Narrative (Details) $ in Millions		12 Months Ended
	Jan. 16, 2019 securityClassAction	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Commitments and Contingencies Disclosure [Abstract]
Lessee expiration period (in years)		3 years
Loss contingency accrual		$ 1.0
Insurance indemnification asset		0.6
Payments for legal settlements		6.7	$ 7.4
Payments for legal settlements through insurance provider		$ 1.1	$ 3.5
Number of securities class actions \| securityClassAction	2

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) - USD ($) $ in Thousands	Total	Adjustments	Common Stock	Additional Paid-in Capital	Additional Paid-in Capital Adjustments	Treasury Stock	Treasury Stock Adjustments	Accumulated Deficit
Balance, beginning of period (in shares) at Dec. 31, 2018			112,703,926			3,605,263
Balance, beginning of period at Dec. 31, 2018	$ 49,655		$ 113	$ 164,744		$ (38,642)		$ (76,560)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Share-based compensation expense	11,689			11,689
Exercise of stock options	108			(1,343)		$ 1,451
Exercise of stock options (in shares)						(150,000)
Issuance of restricted stock	0			(37,798)		$ 37,798
Issuance of restricted stock (in shares)						(3,084,875)
Restricted stock shares canceled/forfeited	0			9,939		$ (9,939)
Restricted stock cancellation/forfeited (in shares)						1,084,971
Shares repurchased for tax withholding on vesting of restricted stock units (in shares)						429,918
Shares repurchased for tax withholding	(1,474)					$ (1,474)
Net loss	(25,580)							(25,580)
Balance, end of period (in shares) at Dec. 31, 2019			112,703,926			1,885,277
Balance, end of period at Dec. 31, 2019	34,398		$ 113	147,231		$ (10,806)		(102,140)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Issuance of Series B Convertible Preferred Stock	32,954			32,954
Deemed dividends	(32,028)			(32,028)
Share-based compensation expense	15,733			15,733
Exercise of stock options	411			(3,180)		$ 3,591
Exercise of stock options (in shares)						(359,328)
Issuance of restricted stock	0			(5,463)		$ 5,463
Issuance of restricted stock (in shares)						(613,146)
Restricted stock shares canceled/forfeited	0			3,363		$ (3,363)
Restricted stock cancellation/forfeited (in shares)						425,388
Shares repurchased for tax withholding on vesting of restricted stock units (in shares)						435,492
Shares repurchased for tax withholding	(2,334)					$ (2,334)
Net loss	(49,284)							(49,284)
Balance, end of period (in shares) at Dec. 31, 2020			112,703,926			1,773,683
Balance, end of period at Dec. 31, 2020	(150)		$ 113	158,610		$ (7,449)		(151,424)
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Deemed dividends	(926)			(926)
Share-based compensation expense	14,757			14,757
Exercise of stock options	$ 1,437			(1,199)		$ 2,636
Exercise of stock options (in shares)	(529,171)					(487,361)
Issuance of restricted stock	$ 0			(4,053)		$ 4,053
Issuance of restricted stock (in shares)						(810,405)
Restricted stock shares canceled/forfeited	0			515		$ (515)
Restricted stock cancellation/forfeited (in shares)						73,056
Shares repurchased for tax withholding on vesting of restricted stock units (in shares)						469,239
Shares repurchased for tax withholding	(4,751)					$ (4,751)
Other \| Stock Award Misstatements		$ 0			$ (2,009)		$ 2,009
Other (in shares) \| Stock Award Misstatements							(239,502)
Net loss	(10,285)							(10,285)
Balance, end of period (in shares) at Dec. 31, 2021			112,703,926			778,710
Balance, end of period at Dec. 31, 2021	$ 82		$ 113	$ 165,695		$ (4,017)		$ (161,709)

Accrued Expenses (Tables)

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued expenses

Accrued expenses consist of the following (in thousands):


	December 31,
	2021		2020
Legal and settlement costs	$	2,806	$	24,797
External commissions	2,630		2,141
Estimated returns	788		688
Accrued clinical trials	694		651
Accrued rebates	1,343		886
Accrued GPO fees	559		554
Other	992		743
Total	$	9,812	$	30,460

Goodwill and Intangible Assets - Changes in Carrying Amount of Goodwill (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Goodwill [Roll Forward]
Goodwill, beginning	$ 19,976	$ 19,976
Activity	0	0
Goodwill, ending	$ 19,976	$ 19,976

Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Principles of Consolidation

The consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). Generally accepted accounting principles require management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported consolidated statements of operations during the reporting period. Actual results could differ from those estimates. Significant estimates include estimated useful lives and potential impairment of property and equipment, goodwill and intangible assets, estimates of loss for contingent liabilities, estimate of allowance for doubtful accounts, management’s assessment of the Company’s ability to continue as a going concern, estimate of fair value of share-based payments, estimates of returns and allowances, and valuation of deferred tax assets.

Segment Reporting

Accounting Standards Codification (“ASC”) 280, “Segment Reporting” requires the use of the “management approach” model for segment reporting. The management approach model is based on the way a company’s chief operating decision maker organizes segments within the Company for which separate discrete financial information is available regarding resource allocation and assessing performance. The Company has determined it operates as one operating segment.

Cash and Cash Equivalents

Cash and cash equivalents include cash held at various banks. The Company considers all highly-liquid investments purchased with an original maturity of three months or less at the date of purchase and money market mutual funds to be cash equivalents.

Market Concentrations and Credit Risk

The Company places its cash and cash equivalents on deposit with U.S.-based financial institutions. The U.S. Federal Deposit Insurance Corporation (“FDIC”) provides insurance coverage for deposits up to $250,000 for substantially all depository accounts. As of December 31, 2021 and 2020, the Company had cash and cash equivalents of approximately $86.4 million and $95.1 million, respectively, in excess of the insured amounts in four depository institutions.

Accounts Receivable and Notes Receivable

Accounts Receivable

Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables.

Bad debt expense and the allowance for doubtful accounts are based on historical trends and current expectations for credit losses. The Company’s policy to reserve for potential bad debts is based on the aging of the individual receivables as well as customer-specific qualitative factors, such as bankruptcy proceedings. The Company manages credit risk by routinely performing credit checks on customers prior to sales. The individual receivables are written-off after all reasonable efforts to collect the funds have been made. Actual write-offs may differ from the amounts reserved.

Inventories

Inventory

Inventory is valued at the lower of cost or net realizable value. Costs of inventory sold are recognized using the first–in, first-out (“FIFO”) method. Inventory is tracked through raw material, work-in-process, and finished goods stages as the product progresses through various production steps and stocking locations. Labor and overhead costs are absorbed through the various production processes up to when the work order closes. Historical yields and normal capacities are utilized in the calculation of production overhead rates. Write-downs are utilized to account for slow-moving inventory as well as inventory no longer needed due to diminished demand or regulatory action.

Property and Equipment

Property and equipment are recorded at cost and depreciated on a straight-line method over their estimated useful lives, principally three to seven years. Leasehold improvements are depreciated on a straight-line method over the shorter of the estimated useful lives and the remaining lease term.

Asset Retirement Obligations

The Company records obligations associated with the legal requirement to retire long-lived assets at the sooner of the imposition of the legal requirement and when an estimate for the cost of retirement can reasonably be made. The Company reviews legal obligations associated with the retirement of long-lived assets that result from contractual obligations or the acquisition, construction, development and/or normal use of the assets. If it is determined that a legal obligation exists, regardless of whether the obligation is conditional on a future event, the fair value of the liability for an asset retirement obligation is recognized in the period in which it is incurred, if a reasonable estimate of fair value can be made. The fair value is calculated as the estimate of the expected cash outflow to satisfy the legal obligation discounted to present value using the Company’s incremental borrowing rate. At such point in time, an asset and liability are recorded for the amount of the expected liability. The asset amount is depreciated, straight-line, over the life of the underlying asset, while the liability is accreted to the amount of the expected outflow through selling, general and administrative expense using the effective interest method. Subsequent revisions to estimates for future cash flows related to the asset retirement obligations are recorded as equal increases or decreases to the retirement asset and liability.

Impairment of Long-lived Assets

The Company evaluates the recoverability of its long-lived assets (property, equipment, right of use, and intangible assets with finite lives) whenever adverse events or changes in business climate indicate that the expected undiscounted future cash flows from the related assets may be less than their carrying amounts. When a situation arises which results in a conclusion that it is more likely than not that an asset is not recoverable, the Company estimates cash flows expected to be derived from the continuing use and eventual disposition of the asset. If the sum of those cash flows, not discounted to present value, does not exceed the net book value of the asset, the Company estimates the fair value of the asset. Impairment loss is recorded to the extent that the net book value exceeds the fair value of the asset.

Impairment reviews are based on an estimated future cash flow approach that requires significant judgment with respect to future revenue and expense growth rates, selection of appropriate discount rate, asset groupings, and other assumptions and estimates. The Company uses estimates that are consistent with its business plans and a market participant view of the assets being evaluated. Actual results may differ from these estimates.

Goodwill and Indefinite-lived Intangible Assets

Goodwill represents the excess of purchase price over the fair value of net assets of acquired businesses. The Company assesses goodwill for impairment at least annually on October 1, or more frequently whenever events or substantive changes in circumstances indicate that it is more likely than not that goodwill is impaired. In performing the goodwill impairment test, the Company assesses qualitative factors to determine the existence of impairment. If the qualitative factors indicate that it is more likely than not that the carrying value of the reporting unit exceeds its fair value, the Company proceeds to a quantitative test to measure the existence and amount of goodwill impairment. The Company may also choose to bypass the qualitative assessment and proceed directly to the quantitative analysis.

The Company has one reporting unit.

In performing the quantitative test, impairment loss is recorded to the extent that the carrying value of the reporting unit exceeds its assessed fair value, not to exceed goodwill allocated to that reporting unit. No impairment is recognized if fair value is determined to exceed carrying value. The Company determines the fair value utilizing the income and market approaches. Under the income approach, the fair value of the reporting unit is the present value of its future cash flows. These future cash flows are derived from expectations of revenue, expenses, tax deductions, working capital flows, capital expenditures, and other projected sources and uses of cash. Value indications are developed by discounting expected cash flows to their present value at a risk-adjusted weighted average cost of capital using the capitalization of market-comparable companies. The weighted average cost of capital is rooted in the risk-free rate of a U.S. Treasury with a similar maturity to the time period evaluated, credit risk specific to the Company, relevant equity risk premia, the Company’s incremental borrowing rate, and the prevailing marginal income tax rate. Under the market approach, the Company uses its market capitalization, which is calculated by taking the Company’s share price multiplied by the number of outstanding common shares plus the number of common shares to which the holders of the Company’s Convertible preferred stock Series B would be entitled to upon conversion.

Acquired indefinite-lived intangible assets are tested for impairment annually on October 1 or whenever events or changes in circumstances indicate that the carrying amount of an intangible asset may not be recoverable. The Company’s impairment reviews are based on an estimated future cash flow approach that requires significant judgment with respect to future revenue and expense growth estimates. The Company uses estimates consistent with business plans and a market participant view of the assets being evaluated. Actual results may differ from the estimates used in these analyses.

For the goodwill impairment test performed on October 1, 2021, the Company performed a qualitative assessment for its reporting unit, concluding that it was not more likely than not that the carrying value of the reporting unit exceeded its fair value. Therefore, the Company did not perform a quantitative assessment and no goodwill impairment was recognized related to this test.

Patent Costs

Patent CostsThe Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or an alternative future use is available to the Company.

Leases

The Company determines if a contract is, or contains, a lease at inception. Leases provide the Company with the right to control an underlying asset for a contractual term, subject to certain renewal and other rights, in exchange for a series of stipulated cash

flows. Right of use (“ROU”) assets represent the Company's right to use an underlying asset for the lease term and lease liabilities represent the Company's obligation to make lease payments arising from the lease.

Lease assets and liabilities are recognized at the lease commencement date based on the estimated present value of lease payments over the lease term. The Company calculates the present value of lease payments by discounting the lease payments using the Company’s incremental borrowing rate for a collateralized or secured borrowing over a term equivalent to that of the lease. Lease payments that vary according to an index or rate are measured using the index or rate at lease inception. The lease term and applicable payments include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Options to renew or terminate a lease are included in the lease term to the extent that such provisions are reasonably certain to be exercised. This determination is reassessed as new information arises and is accounted for prospectively. As an accounting policy election, the Company does not capitalize leases having initial terms of 12 months or fewer. The Company has made an accounting policy election not to separate lease components from non-lease components in the event that the agreement contains both.

Operating lease right of use assets and the related liabilities are included in right of use asset, other current liabilities, and other liabilities, respectively, in the consolidated balance sheets. Lease expense associated with operating leases is recognized, straight-line, over the lease term. The Company does not recognize interest expense as part of operating lease liabilities.

Finance lease right of use assets and the related liabilities are included in property and equipment, net, other current liabilities, and other liabilities, respectively, in the consolidated balance sheets. Finance lease right of use assets are amortized, straight-line, over the lease term as depreciation expense. Interest expense is recognized using the effective interest method on finance lease liabilities as part of interest expense, net.

Treasury Stock

Shares repurchased by the Company are recorded as treasury stock at the cost to acquire such shares. Subsequent issuances of shares held in treasury are assumed to be released on a FIFO basis.

Contingencies

The Company is or has been subject to various patent challenges, product liability claims, government investigations, former employee matters, and other legal proceedings, see Note 14, “Commitments and Contingencies.” Legal fees and other expenses related to litigation are expensed as incurred and included in selling, general and administrative expenses in the consolidated statements of operations. The Company records an accrual for resolution costs and other contingencies in the consolidated financial statements when the Company determines that a loss is both probable and reasonably estimable. Subsequent revisions to the Company’s accrual are made as new information emerges and are accounted for prospectively. The Company discloses all ongoing legal matters for which a loss is reasonably possible, regardless of whether an estimate can be reasonably determined.

Due to the fact that legal proceedings and other contingencies are inherently unpredictable, the Company’s estimates of the probability and amount of any such liabilities involve significant judgment regarding future events. The actual costs of resolving a claim may be substantially different from the amount of reserve the Company recorded. The Company records a receivable from its insurance carriers only when the resolution of any dispute has been reached and realization of the amounts equal to the potential claim for recovery is considered probable. Any recovery of an amount in excess of the related recorded contingent loss will be recognized only when all contingencies relating to recovery have been resolved.

Revenue Recognition

The Company sells its products primarily to individual customers and independent distributors (collectively referred to as “customers”). Customers obtain and use products either through ship and bill sales or consignment arrangements. Under ship and bill arrangements, the Company retains possession of the product until the customer submits an order. Upon approval of the sales order, the Company ships product to the customer and invoices them for the product sold. Under consignment arrangements, the customer takes possession of the product, but the Company retains title until the implantation, or application of the Company’s product to the end user.

Subsequent to the Transition (as defined below) and including all of the years ended December 31, 2021 and 2020, the Company recognizes revenue as performance obligations are fulfilled, which generally occurs upon the shipment of product to the customers for ship and bill orders or upon implantation for consignment sales.

Revenue is recognized based on the consideration the Company expects to receive from the sale. This consists of the gross selling price of the product, less any discounts, rebates, fees paid to Group Purchasing Organizations (“GPOs”), and returns

(collectively, “deductions” or “sales deductions”). Gross selling price is a standard set by the Company for all customers unless a contract governing the sale provides for a specified price. Sales deductions are specified in individual contracts with customers. The Company estimates the total sales deductions which a specific customer will achieve over the relevant term and applies the reduction to sales as they are made throughout the period.

Sales deductions owed to customers and other parties are accrued and recorded in accrued expenses on the consolidated balance sheets.

The Company acts as the principal in all of its customer arrangements and records revenue on a gross basis. Shipping is considered immaterial in the context of the overall customer arrangement, and damages or loss of goods in transit are rare. Therefore, shipping is not deemed a separately recognized performance obligation and the Company has elected to treat shipping costs as activities to fulfill the promise to transfer the product. The Company maintains a returns policy that allows its customers to return product that is damaged or non-conforming, ordered in error, or due to a recall. The estimate of the provision for returns is based upon historical experience with actual returns. The Company’s payment terms for customers are typically 30 to 60 days from receipt of title of the goods.

Previous Revenue Recognition Policy and Transition

During the first three quarters of 2019, the Company’s control environment was such that it created uncertainty surrounding all of its customer arrangements, which required consideration related to the proper revenue recognition under the applicable literature. The control environment allowed for the existence of extra-contractual or undocumented terms or arrangements initiated by or agreed to by the Company and former members of Company management at the outset of the transactions (side agreements). Concessions were also agreed to subsequent to the initial sale (e.g. sales above established customer credit limits extended and unusually long payment terms, return or exchange rights, and contingent payment obligations) that precluded the Company from recognizing revenue at the time that product was shipped to a customer.

Because of the prevalence of these arrangements, the Company’s sales arrangements did not qualify as contracts under ASC 606, Revenue from Contracts with Customers, until consideration was collected from customers. This determination precluded the recognition of revenue at the time of shipment. Instead, recognition of revenue was deferred until: (1) the customer returned the product prior to payment; or (2) the Company received payment from the customer. Cost of sales associated with product shipped was deferred until collection was received.

The Company implemented changes and remediated weaknesses, which gave rise to the above conclusion beginning in mid-2018. Management concluded that these efforts had been sufficiently implemented such that customers were aware of the Company’s sales policies and procedures and that a contract existed prior to the transfer of title or the implantation of product for ship-and-bill and consignment sales, respectively, by the third quarter of 2019. Accordingly, the Company changed its pattern of revenue recognition effective October 1, 2019 to the policy described under the section titled “Current Policy” above.

The Company also reassessed whether the revenue recognition criteria had been met for all shipments of products where payment had not been received as of September 30, 2019. While the measures summarized above provided significant evidence necessary to understand the terms of the Company’s contractual arrangements with its customers, certain of these customers continued to exhibit behaviors that resulted in extended periods until cash collection. Such delays in collection suggested that uncertainty regarding extra-contractual arrangements may continue, particularly as it relates to payment terms. As a result, the Company concluded the following for any existing arrangements, which remained unpaid at September 30, 2019:

•For customer arrangements where collection was considered probable within 90 days from the date of original shipment or implantation of the products, the Company concluded the revenue recognition criteria were met (the “Transition Adjustment”).

•For the remaining customer arrangements (the “Remaining Contracts”), the Company concluded that, due to the uncertainty that extra-contractual arrangements may continue, the revenue recognition criteria would not be satisfied until the Company received payment from the customer. At that point, the Company determined that an accounting contract would exist and the performance obligations of the Company to deliver product and the customer to pay for the product would be satisfied. The Company continued to reassess the Remaining Contracts for settlement of the revenue recognition criteria prior to payment, concluding that the revenue recognition criteria continued to not be met due to the same circumstances described above.

The effect of the Transition Adjustment and cash collections on the Remaining Contracts on net sales and cost of sales for each of the years ended December 31, 2021, 2020, and 2019 were as follows (amounts in thousands):


	Year Ended December 31,
Net sales	2021		2020		2019
Transition Adjustment	$	—	$	—	$	21,385
Collections on Remaining Contracts	1,038		7,767		8,219
Net sales	1,038		7,767		29,604
Cost of sales
Transition Adjustment	—		—		2,565
Collections on Remaining Contracts	145		1,087		1,151
Write-off of cost of sales deemed uncollectible	29		—		1,438
Cost of sales	174		1,087		5,154
Gross profit	$	864	$	6,680	$	24,450

Group Purchasing Organization Fees

The Company sells to Group Purchasing Organization (“GPO”) members who transact directly with the Company at GPO-agreed pricing. GPOs are funded by administrative fees that are paid by the Company. These fees are set as a percentage of the purchase volume, which is typically 3% of sales made to the GPO members. Fees paid to GPOs are presented as a reduction to net sales.

Cost of Sales

Cost of sales includes all costs directly related to bringing the Company’s products to their final selling destination. Amounts include direct and indirect costs to manufacture products including raw materials, personnel costs and direct overhead expenses necessary to convert collected tissues into finished goods, product testing costs, quality assurance costs, facility costs associated with the Company’s manufacturing and warehouse facilities, including depreciation, freight charges, costs to operate equipment and other shipping and handling costs for products shipped to customers.

The Company obtains raw material in the form of human placenta donations from participating mothers who give birth via scheduled Caesarean section.

Subsequent to the Transition Adjustment, the Company deferred cost of sales related to the Remaining Contracts. Deferred cost of sales were $0 and $0.2 million as of December 31, 2021 and 2020, respectively. These amounts were recorded within other current assets on the consolidated balance sheet.

Research and Development Costs

Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred.

Advertising Expense

Advertising expenseAdvertising expense consists primarily of print media promotional materials. Advertising costs are expensed as incurred.

Income Taxes

Income tax provision (expense) benefit, deferred tax assets and liabilities, and liabilities for unrecognized tax benefits reflect management’s best assessment of estimated current and future taxes to be paid. The Company is subject to income taxes in the United States and numerous states.

Deferred income taxes arise from temporary differences between the tax basis of assets and liabilities and their reported amounts in the financial statements, which will result in taxable or deductible amounts in the future. The Company recognizes deferred tax assets to the extent that it believes these assets are more likely than not to be realized. If the Company determines that it would be able to realize its deferred tax assets in the future in excess of their net recorded amount, the Company would make an adjustment to the deferred tax asset valuation allowance.

In evaluating the Company’s ability to recover its deferred tax assets within the jurisdiction from which they arise, management considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax-planning strategies, results of recent operations, and changes in tax laws. In projecting future taxable income, the Company begins with historical results and incorporates assumptions about the amount of future state and federal pretax operating income adjusted for items that do not have tax consequences. The assumptions about future taxable income require significant judgment and are consistent with the plans and estimates the Company uses to manage the underlying businesses. In evaluating the objective evidence that historical results provide, management considers three years of cumulative income (loss). The Company accounts for income taxes under the asset and liability method, which requires the recognition of deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements. Under this method, deferred tax assets and liabilities are determined on the basis of the differences between the financial statement and tax bases of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. The effect of a change in tax rates on deferred tax assets and liabilities is recognized in the tax provision (benefit) in the period that includes the enactment date.

The calculation of income tax liabilities involves dealing with uncertainties in the application of complex tax laws and regulations both for U.S. federal income tax purposes and across numerous state jurisdictions. Accounting Standards Codification Topic 740, Income Taxes, states that a tax benefit from an uncertain tax position may be recognized when it is more likely than not that the position will be sustained upon examination, including resolutions of any related appeals or litigation processes, on the basis of the technical merits. The Company (1) records unrecognized tax benefits as liabilities in accordance with ASC 740 included within other liabilities on the consolidated balance sheets, and (2) adjusts these liabilities when management’s judgment changes as a result of the evaluation of new information not previously available. Because of the complexity of some of these uncertainties, the ultimate resolution may result in a payment that is materially different from management’s current estimate of the unrecognized tax benefit liabilities. These differences will be reflected as increases or decreases to the deferred tax asset or income tax expense in the period in which new information is available.

The Company records uncertain tax positions in accordance with ASC 740 on the basis of a two-step process whereby (1) it determines whether it is more likely than not that the tax positions will be sustained on the basis of the technical merits of the position, and (2) for those tax positions that meet the more-likely-than-not recognition threshold, it recognizes the largest amount of tax benefit that is more than 50 percent likely to be realized upon ultimate settlement with the related tax authority.

The Company recognizes interest and penalties related to unrecognized tax benefits within the income tax expense line in the consolidated statements of operations. Accrued interest and penalties, if any, are included within the related deferred tax liability line in the consolidated balance sheets and recorded as a component of income tax expense.

Share-based Compensation

The Company grants share-based awards to employees and members of the Company’s Board of Directors (the “Board”). Awards to employees and the Board are generally made annually. Grants are issued outside of the annual cadence for certain new hires, promotions, and other events.

The amount of expense to be recognized is determined by the fair value of the award using inputs available as of the grant date. The fair value of restricted common stock is the value of common stock on the grant date. The fair value of stock option grants is estimated using the Black-Scholes option pricing model. Use of the valuation model requires management to make certain assumptions with respect to selected model inputs.

For awards with service-based vesting conditions only, the Company recognizes share-based compensation expense on a straight-line basis through the vesting date of the last tranche of the award. For awards with service- and performance-based vesting conditions, the Company recognizes stock-based compensation expense using the graded-vesting method, treating each tranche as if it were a separately-granted award and recognizing expense through the vesting date of each individual tranche. In each scenario, the Company recognizes share-based compensation expense based upon the probability that the award will ultimately vest. The Company recognizes the cumulative effect of changes in the probability outcomes in the period in which the changes occur.

Basic and Diluted Net Loss per Common Share

Basic net loss per common share is calculated as net loss available to common stockholders divided by weighted average common shares outstanding for the applicable period. Net loss available to common stockholders is calculated by adjusting net loss for periodic preferred accrued or deemed dividends. These amounts include (i) dividends accumulated on the Company’s Series B Convertible Preferred Stock during the period, (ii) periodic amortization of the beneficial conversion feature, and (iii) periodic accretion of the increasing-rate dividend feature.

This amount is divided by the weighted average common shares outstanding during the period. Weighted average common shares outstanding is calculated as shares of the Company outstanding adjusted for the portion of the period for which they are outstanding. Unvested restricted stock awards are excluded from the calculation of weighted average common shares outstanding until they have vested.

Diluted net loss per common share adjusts basic net loss per common share for convertible securities, options, restricted stock unit awards, and other share-based payment awards which have yet to vest, to the extent such adjustments reduce basic net loss per common share.

The Company uses the if-converted method to calculate the dilutive effect of the Series B Convertible Preferred Stock, and other convertible securities, to the extent they are outstanding. The if-converted method assumes that convertible securities are converted at the later of the issuance date or the beginning of the period. If the hypothetical conversion of convertible securities, and the consequential avoidance of any deemed or accumulated preferred dividends, would decrease basic net loss per common share, these effects are incorporated in the calculation of diluted net loss per common share, adjusted for the proportion of the period the securities were outstanding.

The Company uses the treasury stock method to calculate the dilutive effect of outstanding options, restricted stock awards, and other share-based payments. The treasury stock method assumes that the proceeds from exercise are used to repurchase common shares at the weighted average market price during the period, increasing the denominator for the net effect of shares issued upon exercise less hypothetical shares repurchased.

If the dilutive effects noted above would cause diluted net loss per common share to exceed basic net loss per common share, such effects are not incorporated into the calculation, as they are deemed antidilutive. For all periods with a net loss available to common stockholders, any adjustment for potential common shares would be naturally anti-dilutive. Therefore, the weighted average shares outstanding used to calculate both basic and diluted net loss per common share are the same for periods with a net loss.

Fair Value of Financial Instruments and Fair Value Measurements

The respective carrying value of certain on-balance sheet financial instruments approximated their fair values due to the short-term nature and type of these instruments. These financial instruments include cash and cash equivalents, accounts receivable, notes receivable, and certain other financial assets and liabilities.

The Company measures certain non-financial assets at fair value on a non-recurring basis. These non-recurring valuations include evaluating assets such as long-lived assets, and non-amortizing intangible assets for impairment, allocating value to assets in an acquired asset group, and accounting for business combinations. The Company uses the fair value measurement framework to value these assets and reports these fair values in the periods in which they are recorded or written down.

Fair value financial instruments are recorded in accordance with the fair value measurement framework. The fair value measurement framework includes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair values in their broad levels. These levels from highest to lowest priority are as follows:

•Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;

•Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

•Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available.

The determination of fair value and the assessment of a measurement’s placement within the hierarchy require judgment. Level 3 valuations often involve a higher degree of judgment and complexity. Level 3 valuations may require the use of various valuation methodologies which incorporate unobservable inputs, management estimates, and assumptions. Management’s

assumptions could vary depending on the asset or liability valued and the valuation method used. Such assumptions could include: estimates of prices, earnings, costs, actions of market participants, market factors, or the weighting of various valuation methods. The Company may also engage external advisors to assist it in determining fair value, as appropriate.

Although the Company believes that the recorded fair value of its financial instruments is appropriate, these fair values may not be indicative of net realizable value or reflective of future fair values.

Recently Adopted and Issued Accounting Pronouncements

Recently Adopted Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) 2020-06, “Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity,” which simplifies and clarifies certain calculation and presentation matters related to convertible equity and debt instruments. Specifically, this ASU simplifies the accounting for such instruments by removing requirements to separately account for conversion features as a derivative under ASC Topic 815 and removing the requirement to account for beneficial conversion features on such instruments. Accounting Standards Update 2020-06 also provides clearer guidance surrounding disclosure of such instruments and provides specific guidance for how such instruments are to be incorporated in the calculation of Diluted EPS. The guidance under ASU 2020-06 is effective for fiscal years beginning after December 15, 2021, including interim periods within those fiscal years. Early adoption is permitted, but no earlier than fiscal years beginning after December 15, 2020. The Company adopted this standard on January 1, 2021 on a modified retrospective basis. There was no impact upon adoption.

Recently Issued Accounting Pronouncements Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04, “Reference Rate Reform (Topic 848)”, which provides temporary, optional expedients and exceptions to accounting guidance for certain contract modifications and hedging arrangements to ease financial reporting burdens as a result of market transitions from the London Interbank Offered Rate (“LIBOR”) to alternative reference rates. The guidance is available for prospective application upon its issuance and can generally be applied to contract modifications and hedging relationships entered into beginning March 12, 2020 through December 31, 2022. As of December 31, 2021, the Company has long-term debt outstanding which carries an interest rate tied to LIBOR, the agreement for which contemplates an interest rate alternative in the event that LIBOR is unavailable. The Company is evaluating the possibility of adoption and the related impact on its financial statements. If adopted, the Company does not expect the provisions of this ASU to have a material impact on its consolidated financial statements.

In November 2021, the FASB issued ASU 2021-10, “Government Assistance (Topic 832)”, which provides disclosure requirements regarding government grants and contributions. The ASU requires disclosure of the nature of transactions and related accounting policies used to account for transactions, the effect, including amounts, of government assistance on individual line items on the financial statements, and significant terms and conditions of the transactions, including commitments and contingencies. This ASU is effective for fiscal years beginning after December 15, 2021. The Company does not expect the provisions of this ASU to have a material impact on its consolidated financial statements.

All other ASUs issued and not yet effective as of December 31, 2021, 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 or future financial position or results of operations.

Related Party Transactions	12 Months Ended
Related Party Transactions	Dec. 31, 2021
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions The Company has employed Thomas Koob as its Chief Scientific Officer (a non-executive officer) since 2006. Thomas Koob is the brother of a former director, Charles Koob. Subsequent to the Company’s employment of Thomas Koob, Charles Koob was appointed as a director of the Company in March 2008. Charles Koob's term as a Director expired at the 2020 Annual Meeting held on November 20, 2020. In 2019, the Company paid Thomas Koob a salary of $0.2 million and provided equity, incentive compensation and other compensation of $0.2 million. In 2020, the Company paid Thomas Koob an annual salary of $0.2 million and provided equity, incentive compensation and other compensation of $0.3 million. The Company employs Simon Ryan, the brother-in-law of the Company’s former General Counsel, Alexandra O. Haden, as a sales representative. In 2019, the Company paid Mr. Ryan total compensation of $0.2 million, consisting of a salary of $0.1 million and sales commissions, equity and other compensation of $0.1 million. Ms. Haden resigned from her position as General Counsel and Secretary of the Company, effective August 12, 2019, to accept another position.

401(k) Plan (Details) - USD ($)	12 Months Ended
401(k) Plan (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Retirement Benefits [Abstract]
Minimum service period required to qualify for 401(k) plan (in months)	1 month
Maximum wages deferred (as percent)	90.00%
Maximum eligible wages deferred by participants per year	$ 19,500
Minimum age for additional contribution beyond normal plan	50 years
Defined benefit plan, contributions by plan participants	$ 6,500
Contributions matched by employer (as percent)	50.00%	50.00%	50.00%
Employer matching contribution of eligible compensation (as percent)	8.00%	5.00%	5.00%
Employer matching contribution	$ 2,700,000	$ 1,500,000	$ 1,500,000

Significant Accounting Policies - Additional Information (Details)	9 Months Ended	12 Months Ended
	Sep. 30, 2021	Dec. 31, 2021 USD ($) segment reportingUnit	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Market Concentrations and Credit Risk [Line Items]
Number of business segments \| segment		1
impairment of indefinite useful lives intangible		$ 53,000	$ 1,027,000	$ 446,000
impairment of finite-lived intangible assets				500,000
Impairment charges on long-lived assets		$ 0	0	0
Number of reporting units \| reportingUnit		1
Goodwill impairment		$ 0	0	0
Patent application costs		$ (252,000)	(327,000)	(466,000)
GPO administrative fees as percent of purchase volume		3.00%
Deferred cost of sales		$ 0	200,000
Advertising expense		100,000	100,000	100,000
Other current assets		$ 2,809,000	3,371,000
Minimum
Market Concentrations and Credit Risk [Line Items]
Property and equipment estimated useful life (in years)		3 years
Typical payment period for customers	30 days
Maximum
Market Concentrations and Credit Risk [Line Items]
Property and equipment estimated useful life (in years)		7 years
Typical payment period for customers	60 days
Patents
Market Concentrations and Credit Risk [Line Items]
impairment of indefinite useful lives intangible		$ 0	$ 0	$ 800,000

Equity (Tables)

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Schedule of series B preferred stock

The below table illustrates changes in the Company’s balance of the Series B Preferred Stock for the years ended December 31, 2021 and 2020 (in thousands, except per share amounts):


	Convertible preferred stock Series B
	Shares	Amount
Balance at December 31, 2019	—	$	—
Issuance of Series B Preferred Stock	100,000	59,540
Deemed dividends	—	32,028
Balance at December 31, 2020	100,000	$	91,568
Deemed dividends	—	926
Balance at December 31, 2021	100,000	$	92,494

Stock options activity

A summary of stock option activity for the year ended December 31, 2021, and changes during the year then ended are presented below:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2021	2,025,683	$	4.62
Granted	—	—
Exercised	(529,171)	3.43
Unvested options forfeited	—	—
Vested options expired	(51,667)	1.23
Outstanding at December 31, 2021	1,444,845	5.18		1.51	1,960,006
Exercisable at December 31, 2021	1,444,845	$	5.18	1.51	$	1,960,006

Option Modification Assumptions


2019 Option Modification
Expected volatility			65% - 95%
Expected life (in years)			0.28 - 5.12
Expected dividend yield			0
Risk-free interest rate			1.56% - 2.02%

Restricted stock awards roll forward

The following is summary information for restricted stock awards for the year ended December 31, 2021. Restricted stock and RSUs vest over a one- to three-year period in equal annual increments and require continuous service. Performance stock unit awards vest based on the achievement of specific performance targets subject to agreements with employees and require continuous service through the specified event.

As of December 31, 2021, there was approximately $23.9 million of total unrecognized stock-based compensation related to unvested restricted stock awards. That expense is expected to be recognized over a weighted-average period of 2.01 years, which approximates the remaining vesting period of these grants. All RSAs noted below as unvested are considered issued and outstanding at December 31, 2021, while unvested RSUs and PSUs are not considered issued and outstanding as of December 31, 2021.


	RSA			RSU			PSU
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2021	2,175,859	$	4.78	2,325,273	$	5.90	35,212	$	7.10
Granted	—	—		3,020,935	10.07		—	—
Vested	(1,225,606)	5.24		(775,193)	5.89		(35,212)	7.10
Forfeited	(73,056)	3.34		(342,096)	8.84		—	—
Unvested at December 31, 2021	877,197	$	4.26	4,228,919	$	8.64	—	$	—

Allocation of share-based compensation

For the years ended December 31, 2021, 2020, and 2019 the Company recognized share-based compensation as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Cost of sales	$	813	$	520	$	477
Research and development	836		288		265
Selling, general and administrative	13,108		14,549		11,322
Total share-based compensation	14,757		15,357		12,064
Income tax benefit, before consideration of valuation allowance	(3,649)		(3,792)		(3,081)
Total share-based compensation, net of tax benefit	$	11,108	$	11,565	$	8,983

Revenue - Summary of Revenue by Product Type (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) product	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Segment Reporting [Abstract]
Number of products \| product	2
Revenue, Major Customer [Line Items]
Net sales	$ 258,615	$ 248,234	$ 299,255
Advanced Wound Care
Revenue, Major Customer [Line Items]
Net sales	240,017	208,639
Tissue/Other
Revenue, Major Customer [Line Items]
Net sales	216,418	192,566
Cord
Revenue, Major Customer [Line Items]
Net sales	23,599	16,073
Section 351
Revenue, Major Customer [Line Items]
Net sales	17,610	31,828
Other
Revenue, Major Customer [Line Items]
Net sales	$ 988	$ 7,767

- Definition

Amount, excluding tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8906-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9031-108599

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9038-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8933-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130543-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e8736-108599

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=123359005&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130545-203045

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities

Selected cash payments, receipts, and noncash activities are as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Cash paid for interest	$	4,327	$	7,456	$	4,331
Income taxes paid	169		208		308
Cash paid for operating leases	1,522		1,569		1,650
Non-cash activities:
Purchases of equipment included in accounts payable	8		1,062		1,184
Deferred financing costs	—		53		6,650
Note receivable for sale of property and equipment	75		—		—
Deemed dividends of Series B Convertible Preferred Stock	926		32,028		—
Amendment fee on previous term loan	—		722		—
Lease right of use asset and liability	2,251		1,169		—
Fair value of non-cash consideration received for option exercise	380		922		—

Accrued Expenses (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Payables and Accruals [Abstract]
Legal and settlement costs	$ 2,806	$ 24,797
External commissions	2,630	2,141
Estimated returns	788	688
Accrued clinical trials	694	651
Accrued rebates	1,343	886
Accrued GPO fees	559	554
Other	992	743
Total	$ 9,812	30,460
Accrued settlement costs		$ 10,000

Accounts Receivable, Net

12 Months Ended

Dec. 31, 2021

Receivables [Abstract]

Accounts Receivable, Net

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


	December 31,
	2021		2020
Accounts receivable, gross	$	41,540	$	36,160
Allowance for doubtful accounts	(1,187)		(737)
Accounts receivable, net	$	40,353	$	35,423

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events

Leases - Maturity of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Leases
2022	$ 1,566
2023	1,605
2024	1,569
2025	441
2026	338
Thereafter	367
Total lease payments	5,886
Less: imputed interest	(871)
Lease liability	5,015	$ 4,136
Finance Leases
2022	55
2023	55
2024	55
2025	5
2026	0
Thereafter	0
Total lease payments	170
Less: imputed interest	(19)
Lease liability	151	$ 0
2022	1,621
2023	1,660
2024	1,624
2025	446
2026	338
Thereafter	367
Total lease payments	6,056
Less: imputed interest	(890)
Present value of lease liabilities	$ 5,166

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and equipment

Property and equipment consist of the following (in thousands):


	December 31,
	2021		2020
Leasehold improvements	$	9,052	$	6,010
Laboratory and clean room equipment	16,567		15,524
Furniture and office equipment	14,975		15,295
Construction in progress	397		3,321
Asset retirement cost	863		785
Finance lease right of use assets	189		—
Property and equipment, gross	42,043		40,935
Less accumulated depreciation and amortization	(32,878)		(29,498)
Property and equipment, net of accumulated depreciation	$	9,165	$	11,437

Schedule of depreciation

Depreciation expense for each of the years ended December 31, 2021, 2020, and 2019 was recorded in certain captions of the consolidated statements of operations for those periods in the amounts shown in the table below (in thousands):


	Year Ended December 31,
	2021		2020		2019
Cost of sales	$	1,787	$	2,022	$	1,965
Selling, general and administrative expenses	2,278		3,416		4,223
Research and development expenses	298		344		358
Total	$	4,363	$	5,782	$	6,546

Property and Equipment - Depreciation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 4,363	$ 5,782	$ 6,546
Cost of sales
Property, Plant and Equipment [Line Items]
Depreciation expense	1,787	2,022	1,965
Selling, general and administrative expenses
Property, Plant and Equipment [Line Items]
Depreciation expense	2,278	3,416	4,223
Research and development expenses
Property, Plant and Equipment [Line Items]
Depreciation expense	$ 298	$ 344	$ 358

Related Party Transactions (Details) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Chief Scientific Officer \| Related Party - Salary
Related Party Transaction [Line Items]
Related party expenses	$ 0.2	$ 0.2
Chief Scientific Officer \| Related Party - Sales Commissions, Equity, Incentive, and Other Compensation
Related Party Transaction [Line Items]
Related party expenses	$ 0.3	0.2
Brother-in-law of former General Counsel and Secretary \| Related Party - Salary
Related Party Transaction [Line Items]
Related party expenses		0.1
Brother-in-law of former General Counsel and Secretary \| Related Party - Sales Commissions, Equity, Incentive, and Other Compensation
Related Party Transaction [Line Items]
Related party expenses		0.1
Brother-in-law of former General Counsel and Secretary \| Related Party - Total Compensation
Related Party Transaction [Line Items]
Related party expenses		$ 0.2

Accrued Expenses

12 Months Ended

Dec. 31, 2021

Payables and Accruals [Abstract]

Accrued Expenses

Accrued expenses consist of the following (in thousands):


	December 31,
	2021		2020
Legal and settlement costs	$	2,806	$	24,797
External commissions	2,630		2,141
Estimated returns	788		688
Accrued clinical trials	694		651
Accrued rebates	1,343		886
Accrued GPO fees	559		554
Other	992		743
Total	$	9,812	$	30,460

The Company’s accrual for settlement costs, which was presented separately in previously-issued financial statements, is included as part of legal and settlement costs in the table above. Accrued settlement costs were $10.0 million as of December 31, 2020.

Equity

12 Months Ended

Dec. 31, 2021

Equity [Abstract]

Equity

Convertible Preferred Stock Series B

The Company’s Convertible preferred stock Series B (the “Series B Preferred Stock”) are convertible, cumulative securities which rank senior to the Company’s Series A Junior Participating Preferred Stock and the Company’s common stock. The Series B Preferred Stock accumulated a 4.0% cumulative dividend per annum through June 30, 2021, and accumulates a 6.0% cumulative dividend per annum thereafter. Dividends are declared at the sole discretion of the Board. Dividends are paid at the end of each quarter based on dividend amounts that accumulate beginning on the last payment date through the day prior to the end of each quarter. In lieu of paying a dividend, the Company may elect to accrue the dividend owed to holders of the Series B Preferred Stock. Accrued dividend balances accumulate dividends at the prevailing dividend rate for each dividend period for which they are outstanding.

Each share of Series B Preferred Stock is convertible into Company’s common stock at any time at the option of the Holder. Shares are converted based on the liquidation preference of $1,000 per share (the “Liquidation Preference”) plus any accrued or accumulated dividends through the date of the conversion at a conversion price of $3.85 per common share. The Series B Preferred Stock, including any accumulated and unpaid dividends, automatically converts into common stock at any time after July 2, 2023, provided that the common stock has traded at $7.70 per common share or more (i) for 20 out of 30 consecutive trading days and (ii) on such date of conversion.

The holders of the Series B Preferred Stock, voting as a class, are entitled to appoint two members to the board of directors. The Holders vote are entitled to vote on all matters on an as-converted basis as a single class with the common stock assuming a conversion price of $5.25 per share; provided that the votes represented by the Series B Preferred Stock cannot exceed 19.9% of the total voting stock of the Company.

Holders of the Series B Preferred Stock are also entitled to the Liquidation Preference and all accumulated and unpaid dividends in the event of a liquidation, dissolution, or winding-up of the Company.

If the Company undergoes a change of control (as defined), the Company will have the option to repurchase some or all of the then-outstanding shares of Series B Preferred Stock for cash in an amount equal to the liquidation preference plus any accumulated and unpaid dividends, subject to the rights of the holders in connection with such change in control. If the

Company does not exercise such repurchase right, the Holders will have the option to (1) require the Company to repurchase any or all of its then-outstanding shares of Series B Preferred Stock for cash in an amount equal to the liquidation preference or (2) convert the Series B Preferred Stock, including accumulated and unpaid dividends into common stock and receive their pro rata consideration thereunder.

The Company evaluated its Series B Preferred Stock and determined that it was considered an equity host under ASC 815, Derivatives and Hedging. As a result of the Company’s conclusion that the Series B Preferred Stock represented an equity host, the conversion feature of all Series B Preferred Stock was considered to be clearly and closely related to the associated Series B Preferred Stock host instrument. Accordingly, the conversion feature of all Series B Preferred Stock was not considered an embedded derivative that required bifurcation. At the time of the issuance of the Series B Preferred Stock, the Company’s common stock, into which the Company’s Series B Preferred Stock is convertible, had an estimated fair value exceeding the effective conversion price of the Series B Preferred Stock, giving rise to a beneficial conversion feature in the amount of $31.1 million. This amount was immediately recognized as a deemed dividend on the commitment date since there is no stated redemption date and the Series B Preferred Stock is immediately convertible.

The Series B Preferred Stock instrument contains an increasing-rate cumulative dividend feature. The Company determined the present value of the difference between the (1) dividends that will be payable in the period preceding commencement of the perpetual dividend and (2) the perpetual dividend amount for a corresponding number of periods in order to ascribe a fair value to this feature. These amounts were discounted to present value using a market rate for dividend yield as of the date on which the Series B Preferred Stock was issued. The Company calculated the amount of the increasing-rate dividend feature as $1.8 million. This amount is amortized as a deemed dividend to preferred shareholders using the effective interest method through June 30, 2021. During each of the years ended December 31, 2021 and 2020, the Company recognized $0.9 million of deemed dividends related to the amortization of the increasing-rate dividend feature.

The below table illustrates changes in the Company’s balance of the Series B Preferred Stock for the years ended December 31, 2021 and 2020 (in thousands, except per share amounts):


	Convertible preferred stock Series B
	Shares	Amount
Balance at December 31, 2019	—	$	—
Issuance of Series B Preferred Stock	100,000	59,540
Deemed dividends	—	32,028
Balance at December 31, 2020	100,000	$	91,568
Deemed dividends	—	926
Balance at December 31, 2021	100,000	$	92,494

The Company has not declared or paid any dividends on the Series B Preferred Stock since issuance. Dividends in arrears as of December 31, 2021 were $7.2 million. As this amount has not been declared, the Company has not recorded this amount on its consolidated balance sheet as of December 31, 2021.

As of December 31, 2021, based on accumulated dividends as of that date, the Series B Preferred Stock was convertible into an aggregate of 27,850,916 shares of the Company’s common stock.

Stock Incentive Plans

The Company has two share-based compensation plans which provide for the granting of equity awards, including qualified incentive and non-qualified stock options and restricted stock awards: the MiMedx Group, Inc. 2016 Equity and Cash Incentive Plan Amended and Restated through October 2, 2020 (the “2016 Plan”), which was approved by shareholders on May 18, 2016, and the MiMedx Group, Inc. Assumed 2006 Stock Incentive Plan (the “Prior Incentive Plan”). During the years ended December 31, 2021, 2020, and 2019 the Company used only the 2016 Plan to make grants.

The 2016 Plan permits the grant of equity awards to the Company’s employees, directors, consultants and advisors for up to 8,400,000 shares of the Company’s common stock plus (i) the number of shares of the Company’s common stock that remain available for issuance under the Prior Incentive Plan, and (ii) the number of shares that are represented by outstanding awards that later become available because of the expiration or forfeiture of the award without the issuance of the underlying shares. The awards are subject to a vesting schedule as set forth in each individual agreement.

Stock Options

Option awards are generally granted with an exercise price equal to the market price of the Company’s stock at the date of grant. Option awards generally vest based on three years of continuous service and have 10-year contractual terms. Certain option and restricted stock awards provide for accelerated vesting if there is a change in control or upon death or disability.

A summary of stock option activity for the year ended December 31, 2021, and changes during the year then ended are presented below:


	Number of Shares	Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Term (in years)	Aggregate Intrinsic Value
Outstanding at January 1, 2021	2,025,683	$	4.62
Granted	—	—
Exercised	(529,171)	3.43
Unvested options forfeited	—	—
Vested options expired	(51,667)	1.23
Outstanding at December 31, 2021	1,444,845	5.18		1.51	1,960,006
Exercisable at December 31, 2021	1,444,845	$	5.18	1.51	$	1,960,006

The intrinsic values of the options exercised during the years ended December 31, 2021, 2020 and 2019 were $3.3 million, $1.9 million, and $0.6 million, respectively. Cash received from option exercise under all share-based payment arrangements for the years ended December 31, 2021, 2020 and 2019 was $1.4 million, $0.4 million, and $0.1 million, respectively. The actual tax benefit for the tax deductions from option exercise of the share-based payment arrangements totaled $2.0 million, $1.6 million, and $0.2 million, respectively, for the years ended December 31, 2021, 2020 and 2019. The Company has a policy of using its available repurchased treasury stock to satisfy option exercises.

The fair value of options vested during the years ended December 31, 2021, 2020 and 2019 were $0, $0, and $1.4 million, respectively. There were no options granted during the years ended December 31, 2021, 2020 and 2019 and there was no unrecognized compensation expense at December 31, 2021.

On June 13, 2019, our Board of Directors (prior to the election or appointment of any of the Company’s current non-executive Board members), in its capacity as Administrator of the Prior Incentive Plan, extended the contractual life of 612,000 fully vested share options held by 7 members of the Board and 278,916 fully vested share options held by a former employee. As a result of that modification, the Company recognized incremental share-based compensation expense of $0.4 million during the year ended December 31, 2019.

The incremental fair value of the modified options was estimated on the modification date using the Black-Scholes option-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate. Expected volatilities were the blend of the Company’s historical stock price volatility as well as that of market comparable publicly traded peer companies and other factors estimated over the expected term of the options. The term of the modified options was the remaining time until the end of the contractual maturity of ten years. The risk-free rate was based on the U.S. Treasury yield curve in effect at the time of modification for the period of the expected term.


2019 Option Modification
Expected volatility			65% - 95%
Expected life (in years)			0.28 - 5.12
Expected dividend yield			0
Risk-free interest rate			1.56% - 2.02%

Restricted Stock Awards

The Company has issued several classes of restricted stock awards to employees: restricted stock (“RSAs”), restricted stock unit awards (“RSUs”), and performance stock unit awards (“PSUs”). The following is summary information for restricted stock awards for the year ended December 31, 2021. Restricted stock and RSUs vest over a one- to three-year period in equal annual increments and require continuous service. Performance stock unit awards vest based on the achievement of specific performance targets subject to agreements with employees and require continuous service through the specified event.


	RSA			RSU			PSU
	Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value		Number of Shares	Weighted-Average Grant Date Fair Value
Unvested at January 1, 2021	2,175,859	$	4.78	2,325,273	$	5.90	35,212	$	7.10
Granted	—	—		3,020,935	10.07		—	—
Vested	(1,225,606)	5.24		(775,193)	5.89		(35,212)	7.10
Forfeited	(73,056)	3.34		(342,096)	8.84		—	—
Unvested at December 31, 2021	877,197	$	4.26	4,228,919	$	8.64	—	$	—

The total fair value of restricted stock awards vested during the years ended December 31, 2021, 2020 and 2019, was $20.1 million, $10.1 million, and $5.2 million, respectively.

During the year ended December 31, 2019, the Company granted a fixed-dollar value RSU award to the members of its Board in the amount of $1.6 million. The RSU awards vested at the date of the 2019 Annual Meeting and were settled in common stock with the number of shares of common stock based on the closing price of the Company’s share price on August 5, 2020, a date thirty days after the Company became current on its SEC filings. Upon this event, these awards were modified from a fixed dollar-amount of awards to be settled in a variable number of shares to a fixed number of shares based on the closing price of the Company’s common stock on August 5, 2020. This event constituted a modification of the awards from liability-based awards to equity-based awards. This event did not change the total amount of expense recognized. Prior to August 5, 2020, the Company recorded $1.3 million of expense, of which $0.9 million and $0.4 million were recognized during the years ended December 31, 2020 and 2019, respectively. The Company reclassified $1.3 million of recorded liability to additional paid-in capital to reflect this modification on August 5, 2020. Subsequent to the modification, $0.3 million of expense was recognized as additional paid-in capital during the year ended December 31, 2020.

For the years ended December 31, 2021, 2020, and 2019 the Company recognized share-based compensation as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Cost of sales	$	813	$	520	$	477
Research and development	836		288		265
Selling, general and administrative	13,108		14,549		11,322
Total share-based compensation	14,757		15,357		12,064
Income tax benefit, before consideration of valuation allowance	(3,649)		(3,792)		(3,081)
Total share-based compensation, net of tax benefit	$	11,108	$	11,565	$	8,983

Treasury Stock

Repurchases of shares of Common Stock in connection with the satisfaction of employee tax withholding obligations upon vesting of restricted stock and exercise of stock options for the years ended December 31, 2021, 2020, and 2019 were 469,239, 435,492, and 429,918, respectively, for an aggregate purchase price of $4.8 million, $2.3 million, and $1.5 million, respectively.

During 2020 and 2021, certain stock option holders elected to return restricted shares to the Company as consideration to exercise stock options. In total, 41,810 and 148,972 shares were returned to the Company during the year ended December 31, 2021 and 2020, respectively, for an aggregate fair value of $0.4 million and $0.9 million, respectively.

Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Assessment of revenue under ASC 606


	Year Ended December 31,
Net sales	2021		2020		2019
Transition Adjustment	$	—	$	—	$	21,385
Collections on Remaining Contracts	1,038		7,767		8,219
Net sales	1,038		7,767		29,604
Cost of sales
Transition Adjustment	—		—		2,565
Collections on Remaining Contracts	145		1,087		1,151
Write-off of cost of sales deemed uncollectible	29		—		1,438
Cost of sales	174		1,087		5,154
Gross profit	$	864	$	6,680	$	24,450

Below is a summary of net sales by each customer type (in thousands):


	Year Ended December 31,
	2021		2020		2019
Direct Customers	$	250,009	$	240,690	$	288,800
Distributors	8,606		7,544		10,455
Total	$	258,615	$	248,234	$	299,255

Leases

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Leases

The Company has leases for corporate offices, manufacturing facilities, vehicles, and certain equipment. Such leases do not require any contingent rental payments, impose any financial restrictions, or contain any residual value guarantees.

The Company subleases one of its leased industrial warehouse spaces. The sublease income from the facility offsets the lease expense associated with the facility. Sublease income for the facility was $0.1 million, $0.1 million, and $0 for the years ended December 31, 2021, 2020, and 2019, respectively, and is presented as a reduction to selling, general, and administrative expense on the consolidated statements of operations in those periods.

Supplemental balance sheet information related to the Company’s leases, including the financial statement caption in which the amounts are presented, is as follows (amounts in thousands, except lease term and discount rate):


	Operating Leases						Finance Leases
	December 31,						December 31,
	2021			2020			2021			2020
Assets
Right of use asset	$	4,696		$	3,623		$	—		$	—
Property and equipment, net	—			—			145			—
Total assets	$	4,696		$	3,623		$	145		$	—

Liabilities
Other current liabilities	$	1,203		$	1,176		$	45		$	—
Other liabilities	3,812			2,960			106			—
Total liabilities	$	5,015		$	4,136		$	151		$	—

Weighted-average remaining lease term (years)	4.0			4.4			3.1
Weighted-average discount rate	8.4		%	10.0		%	8.3		%

Information related to lease costs are as follows (amounts in thousands):


	Year Ended December 31,
	2021		2020		2019
Operating lease cost	$	1,327	$	1,392	$	1,469

Depreciation of finance lease ROU assets	43		—		—
Interest expense on finance lease liabilities	13		—		—

Maturities of lease liabilities are as follows (amounts in thousands):


Year Ending December 31,	Operating Leases		Finance Leases		Total
2022	$	1,566	$	55	$	1,621
2023	1,605		55		1,660
2024	1,569		55		1,624
2025	441		5		446
2026	338		—		338
Thereafter	367		—		367
Total lease payments	5,886		170		6,056
Less: imputed interest	(871)		(19)		(890)
Lease liability	$	5,015	$	151	$	5,166

Certain lease agreements require the Company to return designated areas of leased space to its original condition upon termination of the lease agreement, for which the Company records an asset retirement obligation and a corresponding capital

asset in an amount equal to the estimated fair value of the obligation. In subsequent periods, the asset retirement obligation is accreted for the change in its present value and the capitalized asset is depreciated, both over the term of the associated lease agreement. Asset retirement obligations of $1.0 million and $0.8 million as of December 31, 2021 and 2020, respectively, are included in other liabilities in the consolidated balance sheets.

Leases


	Operating Leases						Finance Leases
	December 31,						December 31,
	2021			2020			2021			2020
Assets
Right of use asset	$	4,696		$	3,623		$	—		$	—
Property and equipment, net	—			—			145			—
Total assets	$	4,696		$	3,623		$	145		$	—

Liabilities
Other current liabilities	$	1,203		$	1,176		$	45		$	—
Other liabilities	3,812			2,960			106			—
Total liabilities	$	5,015		$	4,136		$	151		$	—

Weighted-average remaining lease term (years)	4.0			4.4			3.1
Weighted-average discount rate	8.4		%	10.0		%	8.3		%

Information related to lease costs are as follows (amounts in thousands):


	Year Ended December 31,
	2021		2020		2019
Operating lease cost	$	1,327	$	1,392	$	1,469

Depreciation of finance lease ROU assets	43		—		—
Interest expense on finance lease liabilities	13		—		—

Maturities of lease liabilities are as follows (amounts in thousands):


Year Ending December 31,	Operating Leases		Finance Leases		Total
2022	$	1,566	$	55	$	1,621
2023	1,605		55		1,660
2024	1,569		55		1,624
2025	441		5		446
2026	338		—		338
Thereafter	367		—		367
Total lease payments	5,886		170		6,056
Less: imputed interest	(871)		(19)		(890)
Lease liability	$	5,015	$	151	$	5,166

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

Goodwill

For the impairment test performed October 1, 2021, the Company performed a qualitative assessment to determine the existence of impairment. The qualitative assessment concluded that it was not more likely than not that goodwill was impaired. The Company did not proceed to the quantitative assessment, and no impairment was recorded for the year ended December 31, 2021.

For the impairment tests performed on September 30, 2020 and October 1, 2020, the Company performed a quantitative analysis to determine the existence and extent of impairment. The quantitative analysis concluded that the fair value of the Company’s reporting unit exceeded its carrying value. As a result of these assessments, the Company concluded that there was no impairment. Accordingly, no impairment was recorded for the year ended December 31, 2020.

The following table indicates the changes in the carrying amount of goodwill for 2021 and 2020 (in thousands):



Balance as of January 1, 2020	$	19,976
Activity	—
Balance as of December 31, 2020	19,976
Activity	—
Balance as of December 31, 2021	$	19,976

Intangible Assets

Intangible assets are summarized as follows (in thousands):


	December 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets
Patents and know-how	$	9,578	$	(6,408)	$	3,170	$	9,510	$	(5,730)	$	3,780
Licenses	—		—		—		1,414		(1,334)		80
Customer and supplier relationships	—		—		—		241		(172)		69
Non-compete agreements	—		—		—		120		(98)		22
Total amortized intangible assets	$	9,578	$	(6,408)	$	3,170	$	11,285	$	(7,334)	$	3,951

Unamortized intangible assets
Tradenames and trademarks	$	1,008			$	1,008	$	1,008			$	1,008
Patents in process	1,205				1,205		1,045				1,045
Total intangible assets	$	11,791			$	5,383	$	13,338			$	6,004

Amortization expense and impairment expense for the years ended December 31, 2021, 2020, and 2019, is summarized in the table below (amounts in thousands):


	Year ended December 31,
	2021		2020		2019
Amortization of intangible assets	$	820	$	1,073	$	1,039
Impairment of intangible assets	53		1,027		1,258

Impairment of intangible assets in 2021 related to supplier relationship assets that were determined to be unrecoverable due to attrition. Impairment of intangible assets in 2020 related to customer relationship assets that were determined to be unrecoverable due to lower than expected margins. Impairment of intangible assets in 2019 were related to the abandonment of patents in process and customer relationship assets.

Expected future amortization of intangible assets as of December 31, 2021, is as follows (in thousands):


	Estimated
	Amortization
Year Ending December 31,	Expense
2022	$	679
2023	679
2024	679
2025	284
2026	129
Thereafter	720
Total amortization expense	$	3,170

Equity - Restricted Stock Awards (Details) - USD ($) $ in Thousands			5 Months Ended	12 Months Ended
	Aug. 05, 2020	Aug. 04, 2020	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Share-based compensation expense				$ 14,757	$ 15,357	$ 12,064
Recorded liability reclassified as additional paid-in capital	$ 1,300		$ 300
Restricted stock awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Unrecognized stock-based compensation related to unvest restricted stock awards				$ 23,900
Expenses expected to be recognized over a weighted-average period (in years)				2 years 3 days
Fair value of restricted stock awards vested				$ 20,100	10,100	5,200
Restricted stock unit awards
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted share unit awards granted, fair value						$ 1,600
Share-based compensation expense		$ 1,300		$ 900	$ 400
Minimum \| Restricted Stock And RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)				1 year
Maximum \| Restricted Stock And RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)				3 years

CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Current assets:
Cash and cash equivalents	$ 87,083	$ 95,812
Accounts receivable, net	40,353	35,423
Inventory	11,389	10,361
Prepaid expenses	6,146	5,605
Income tax receivable	743	10,045
Other current assets	2,809	3,371
Total current assets	148,523	160,617
Property and equipment, net	9,165	11,437
Right of use asset	4,696	3,623
Goodwill	19,976	19,976
Intangible assets, net	5,383	6,004
Other assets	186	375
Total assets	187,929	202,032
Current liabilities:
Accounts payable	7,385	8,765
Accrued compensation	23,595	18,467
Accrued expenses	9,812	30,460
Other current liabilities	1,565	1,470
Total current liabilities	42,357	59,162
Long term debt, net	48,127	47,697
Other liabilities	4,869	3,755
Total liabilities	95,353	110,614
Commitments and contingencies (Note 14)
Convertible preferred stock Series B; $.001 par value; 100,000 shares authorized, issued and outstanding at December 31, 2021 and December 31, 2020	92,494	91,568
Stockholders’ equity (deficit):
Preferred stock Series A; $.001 par value; 5,000,000 shares authorized; 0 issued and outstanding at December 31, 2021 and 0 issued and outstanding at December 31, 2020	0	0
Common stock; $.001 par value; 187,500,000 shares authorized, 112,703,926 issued, and 111,925,216 outstanding at December 31, 2021 and 110,930,243 outstanding at December 31, 2020	113	113
Additional paid-in capital	165,695	158,610
Treasury stock at cost; 778,710 shares at December 31, 2021 and 1,773,683 shares at December 31, 2020	(4,017)	(7,449)
Accumulated deficit	(161,709)	(151,424)
Total stockholders’ equity (deficit)	82	(150)
Total liabilities, convertible preferred stock, and stockholders’ equity (deficit)	$ 187,929	$ 202,032

Equity - Summary of Restricted Stock Awards (Details)	12 Months Ended
Equity - Summary of Restricted Stock Awards (Details)	Dec. 31, 2021 $ / shares shares
Restricted stock awards
Number of Shares
Unvested, beginning of period (in shares) \| shares	2,175,859
Granted (in shares) \| shares	0
Vested (in shares) \| shares	(1,225,606)
Forfeited (in shares) \| shares	(73,056)
Unvested, end of period (in shares) \| shares	877,197
Weighted-Average Grant Date Fair Value
Unvested, beginning of period (in dollars per share) \| $ / shares	$ 4.78
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	5.24
Forfeited (in dollars per share) \| $ / shares	3.34
Unvested, end of period (in dollars per share) \| $ / shares	$ 4.26
Restricted stock unit awards
Number of Shares
Unvested, beginning of period (in shares) \| shares	2,325,273
Granted (in shares) \| shares	3,020,935
Vested (in shares) \| shares	(775,193)
Forfeited (in shares) \| shares	(342,096)
Unvested, end of period (in shares) \| shares	4,228,919
Weighted-Average Grant Date Fair Value
Unvested, beginning of period (in dollars per share) \| $ / shares	$ 5.90
Granted (in dollars per share) \| $ / shares	10.07
Vested (in dollars per share) \| $ / shares	5.89
Forfeited (in dollars per share) \| $ / shares	8.84
Unvested, end of period (in dollars per share) \| $ / shares	$ 8.64
Performance stock unit awards
Number of Shares
Unvested, beginning of period (in shares) \| shares	35,212
Granted (in shares) \| shares	0
Vested (in shares) \| shares	(35,212)
Forfeited (in shares) \| shares	0
Unvested, end of period (in shares) \| shares	0
Weighted-Average Grant Date Fair Value
Unvested, beginning of period (in dollars per share) \| $ / shares	$ 7.10
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	7.10
Forfeited (in dollars per share) \| $ / shares	0
Unvested, end of period (in dollars per share) \| $ / shares	$ 0

Leases - Lease Costs (Details) - USD ($) $ in Thousands	12 Months Ended
Leases - Lease Costs (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Leases [Abstract]
Operating lease cost	$ 1,327	$ 1,392	$ 1,469
Depreciation of finance lease ROU assets	43	0	0
Interest expense on finance lease liabilities	$ 13	$ 0	$ 0

Goodwill and Intangible Assets - Narrative (Details)	12 Months Ended
Goodwill and Intangible Assets - Narrative (Details)	Dec. 31, 2021 USD ($) reportingUnit	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Number of reporting units \| reportingUnit	1
Goodwill impairment \| $	$ 0	$ 0	$ 0

Long Term Debt - Term Loan (Details)						3 Months Ended	12 Months Ended						48 Months Ended
Long Term Debt - Term Loan (Details)	Feb. 28, 2022 USD ($)	Jul. 02, 2020 USD ($)	Apr. 24, 2020 USD ($)	Apr. 22, 2020 USD ($)	Jun. 10, 2019 USD ($)	Dec. 31, 2021 USD ($)	Jul. 02, 2023	Dec. 31, 2022	Jul. 02, 2022	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jul. 02, 2025
Debt Instrument [Line Items]
Loss on extinguishment of debt						$ 8,200,000				$ 0	$ 8,201,000	$ 0
Paycheck Protection Program Loan
Debt Instrument [Line Items]
Proceeds from short-term debt			$ 10,000,000
Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan
Debt Instrument [Line Items]
Face value of debt		$ 50,000,000
Original issue discount						249,000				$ 249,000	$ 307,000
Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Debt instrument, interest rate, floor (percent)		1.50%
Default interest rate (percent)		3.00%
Interest rate at issuance (percent)										8.30%
Notes Payable, Other Payables \| Hayfin Loan Agreement Delayed Draw Term Loan
Debt Instrument [Line Items]
Face value of debt		$ 25,000,000
Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Greater than 2.0x \| London Interbank Offered Rate (LIBOR) \| Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate	6.75%
Notes Payable, Other Payables \| Credit Facilities
Debt Instrument [Line Items]
Minimum liquidity		10,000,000
Original issue discount		500,000
Deferred financing costs		$ 3,253,000
Notes Payable, Other Payables \| Credit Facilities \| Subsequent Event
Debt Instrument [Line Items]
Minimum liquidity	$ 20,000,000
Notes Payable, Other Payables \| BT Loan Agreement
Debt Instrument [Line Items]
Face value of debt					$ 75,000,000
Fair value of term loan						$ 50,700,000				$ 50,700,000
Quarterly installments					900,000
Original issue discount					2,300,000
Deferred financing costs					$ 6,700,000
Notes Payable, Other Payables \| Amended Term Loan Agreement
Debt Instrument [Line Items]
Deferred financing costs				$ 700,000
Notes Payable, Other Payables \| Amended Term Loan Agreement \| London Interbank Offered Rate (LIBOR)
Debt Instrument [Line Items]
Basis spread on variable rate				9.00%
Increase in interest rate (percent)				1.00%
Forecast \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Greater than 2.0x \| London Interbank Offered Rate (LIBOR) \| Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate								6.75%
Forecast \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 2.0x but Greater than or Equal to 1.0x \| London Interbank Offered Rate (LIBOR) \| Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate								6.50%
Forecast \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 1.0x \| London Interbank Offered Rate (LIBOR) \| Subsequent Event
Debt Instrument [Line Items]
Basis spread on variable rate								6.00%
Total net leverage ratio								1.0
Forecast \| Notes Payable, Other Payables \| Credit Facilities
Debt Instrument [Line Items]
Total net leverage ratio													4.0
Prepayment penalty as percent of prepaid principal							1.00%		2.00%
Minimum \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan \| Prime Rate
Debt Instrument [Line Items]
Basis spread on variable rate		0.50%
Minimum \| Forecast \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 2.0x but Greater than or Equal to 1.0x \| London Interbank Offered Rate (LIBOR) \| Subsequent Event
Debt Instrument [Line Items]
Total net leverage ratio								1.0
Maximum \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan \| Federal Funds Rate
Debt Instrument [Line Items]
Basis spread on variable rate		2.50%
Maximum \| Forecast \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Greater than 2.0x \| London Interbank Offered Rate (LIBOR) \| Subsequent Event
Debt Instrument [Line Items]
Total net leverage ratio								2.0
Maximum \| Forecast \| Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan, Total Net Leverage Ratio Less than 2.0x but Greater than or Equal to 1.0x \| London Interbank Offered Rate (LIBOR) \| Subsequent Event
Debt Instrument [Line Items]
Total net leverage ratio								2.0

Long Term Debt - Term Loan Maturity (Details) $ in Thousands	Dec. 31, 2021 USD ($)
Debt Disclosure [Abstract]
2022	$ 0
2023	0
2024	0
2025	50,000
2026	0
Thereafter	0
Long term debt, net	$ 50,000

- Definition

Amount, after unamortized (discount) premium and debt issuance costs, of long-term debt. Includes, but not limited to, notes payable, bonds payable, debentures, mortgage loans and commercial paper. Excludes capital lease obligations.

+ References + Details

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Dec. 31, 2021	Dec. 31, 2020
LIABILITIES, CONVERTIBLE PREFERRED STOCK, AND STOCKHOLDERS’ EQUITY (DEFICIT)
Series B convertible preferred stock par value (in dollars per share)	$ 0.001	$ 0.001
Series B convertible preferred stock, shares authorized (in shares)	100,000	100,000
Series B convertible preferred stock, shares issued (in shares)	100,000	100,000
Series B convertible preferred stock, shares outstanding (in shares)	100,000	100,000
Stockholders’ equity (deficit):
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	5,000,000	5,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	187,500,000	187,500,000
Common stock, shares issued (in shares)	112,703,926	112,703,926
Common stock, shares outstanding (in shares)	111,925,216	110,930,243
Treasury stock, shares (in shares)	778,710	1,773,683

Equity - Stock Option Activity (Details) - USD ($)	12 Months Ended
Equity - Stock Option Activity (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Number of Shares
Outstanding, beginning of period (in shares)	2,025,683
Granted (in shares)	0	0	0
Exercised (in shares)	(529,171)
Unvested options forfeited (in shares)	0
Vested options expired (in shares)	(51,667)
Outstanding, end of period (in shares)	1,444,845	2,025,683
Exercisable, end of period (in shares)	1,444,845
Weighted- Average Exercise Price
Outstanding, beginning of period (in dollars per share)	$ 4.62
Exercised (in dollars per share)	3.43
Vested options expired (in dollars per share)	1.23
Outstanding, weighted average exercise price, end of period (in dollars per share)	5.18	$ 4.62
Exercisable (in dollars per share)	$ 5.18
Weighted- Average Remaining Contractual Term (in years)
Outstanding options (in years)	1 year 6 months 3 days
Exercisable (in years)	1 year 6 months 3 days
Aggregate Intrinsic Value
Outstanding	$ 1,960,006
Exercisable	$ 1,960,006

CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Net sales	$ 258,615	$ 248,234	$ 299,255
Cost of sales	43,283	39,330	43,081
Gross profit	215,332	208,904	256,174
Operating expenses:
Selling, general and administrative	198,359	181,022	198,205
Research and development	17,344	11,715	11,140
Investigation, restatement and related	3,791	59,465	66,504
Amortization of intangible assets	820	1,073	1,039
Impairment of intangible assets	53	1,027	446
Operating loss	(5,035)	(45,398)	(21,160)
Other (expense) income
Loss on extinguishment of debt	0	(8,201)	0
Interest expense, net	(4,980)	(7,941)	(4,708)
Other (expense) income, net	(23)	(3)	283
Loss before income tax provision	(10,038)	(61,543)	(25,585)
Income tax provision (expense) benefit	(247)	12,259	5
Net loss	(10,285)	(49,284)	(25,580)
Net loss available to common stockholders (Note 10)	$ (16,421)	$ (83,328)	$ (25,580)
Net (loss) income per common share - basic (in dollars per share)	$ (0.15)	$ (0.77)	$ (0.24)
Net (loss) income per common share - diluted (in dollars per share)	$ (0.15)	$ (0.77)	$ (0.24)
Weighted average shares outstanding - basic (in shares)	110,353,406	108,257,112	106,946,384
Weighted average shares outstanding - diluted (in shares)	110,353,406	108,257,112	106,946,384

Income Taxes

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

On March 27, 2020, the U.S. government enacted the CARES Act which, among other changes, eliminated the taxable income limit for certain net operating losses (“NOL”), allowed businesses to carry back NOLs arising in 2018, 2019, and 2020 to the five prior years, and provided a payment delay of employer payroll taxes during 2020 after the date of enactment. These provisions allowed the Company to carry back federal tax losses related to 2018 and 2019. The Company recorded net tax receivable totaling $11.3 million in 2020 related to these provisions, of which $1.2 million had been collected as of December 31, 2020, and another $9.2 million was collected during the year ended December 31, 2021. The remaining $0.9 million is reflected in income tax receivable on the consolidated balance sheet as of December 31, 2021.

The Company has deferred payment on $2.2 million in employer taxes, $1.1 million of which was paid in January 2022 and the remainder is due December 2022. The $2.2 million is included as part of accrued compensation on the consolidated balance sheet as of December 31, 2021.

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

Significant components of the Company’s deferred tax assets and liabilities are as follows (in thousands):


	December 31,
	2021		2020
Deferred Tax Assets:
Net operating loss	$	23,333	$	17,010
Research and development and other tax credits	6,297		5,920
Share-based compensation	4,220		3,259
Interest limitation carryforward	3,970		2,992
Accrued expenses	3,385		2,918
Accrued settlement costs	235		2,464
Bad debts	601		2,138
Lease obligation	1,277		1,021
Sales return and allowances	195		170
Other	1,115		1,075
Deferred Tax Liabilities:
Prepaid expenses	(1,337)		(1,170)
Property and equipment	(705)		(1,073)
Right of use asset	(1,197)		(895)
Intangible assets	(263)		(160)
Deferred costs of goods sold	—		(43)

Net Deferred Tax Assets	41,126		35,626
Less: Valuation allowance	(41,126)		(35,626)
Net Deferred Tax Assets after Valuation Allowance	$	—	$	—

The reconciliation of the federal statutory income tax rate of 21% to the effective rate is as follows:


	Year ended December 31,
	2021		2020		2019
Federal statutory rate	21.00	%	21.00	%	21.00	%
State taxes, net of federal benefit	4.53	%	(0.20)	%	(1.36)	%
Nondeductible compensation	(13.77)	%	(0.89)	%	(1.49)	%
Meals and entertainment	(1.13)	%	(0.50)	%	(2.04)	%





Share-based compensation	23.31	%	(1.24)	%	(5.05)	%
Employee retention credit	3.37	%	—	%	—	%
Tax credits	2.01	%	0.32	%	0.45	%
Uncertain tax positions	0.02	%	0.24	%	1.22	%


NOL carryback rate differential	—	%	10.99	%	—	%
Other	10.90	%	(1.66)	%	0.12	%
Valuation allowance	(52.70)	%	(8.14)	%	(12.83)	%
Effective tax rate	(2.46)	%	19.92	%	0.02	%

The tax benefit associated with the change in the valuation allowance had a significant impact on the Company’s effective tax rate for the year ended December 31, 2021. Additionally, the effective tax rate was affected by other permanent differences, such as share based compensation, executive compensation limitations and employee retention credit benefit.

The tax benefit associated with the carryback of federal net operating losses under the CARES Act had a significant impact on the Company’s effective tax rate for the year ended December 31, 2020. Additionally, the effective tax rate was affected by other permanent differences, as well as the change in the valuation allowance.

Current and deferred income tax (benefit) expense is as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Current:
Federal	$	91	$	(12,418)	$	(53)
State	156		159		48
Total current	247		(12,259)		(5)

Deferred:
Federal	—		—		—
State	—		—		—
Total deferred	—		—		—

Total expense (benefit)	$	247	$	(12,259)	$	(5)

Certain items of income and expense are not reported in tax returns and financial statements in the same year. The tax effect of such temporary differences is reported as deferred income taxes. The measurement of deferred tax assets is reduced, if necessary, by the amount of any tax benefit that, based on available evidence, is not expected to be realized. The Company establishes a valuation allowance for deferred tax assets for which realization is not likely. As of each reporting date, management considers new evidence, both positive and negative, that could affect its view of the future realization of deferred tax assets.

A valuation allowance of $41.1 million and $35.6 million was recorded against the deferred tax asset balance as of December 31, 2021 and 2020, respectively. The Company maintains a full valuation allowance because it is not more likely than not the

deferred tax assets will be utilized based on all available positive and negative evidence. In the event that the weight of the evidence changes in the future, any reduction in the valuation allowance would result in an income tax benefit.

At December 31, 2021 and 2020, the Company had income tax net operating loss (“NOL”) carryforwards for federal and state purposes of $84.2 million and $104.2 million and $62.7 million and $68.5 million, respectively. A portion of the Company’s NOLs and tax credits are subject to annual limitations due to ownership change limitations provided by Internal Revenue Code Section 382. If not utilized, the federal and state tax NOL carryforwards will expire between 2027 and 2037. As of December 31, 2021, the Company has recorded a deferred tax asset for both federal and state NOL carryforwards of approximately $17.7 million and $5.6 million, respectively. As of December 31, 2020, the Company has recorded a deferred tax asset for federal and state NOL carryforwards of $13.2 million and approximately $4.0 million, respectively.

The following is a tabular reconciliation of the total amounts of unrecognized tax benefits (in thousands) included in other liabilities in the consolidated balance sheets:


	2021		2020		2019
Unrecognized tax benefits - January 1	$	477	$	627	$	938
Gross increases - tax positions in current period	20		—		56

Decreases in prior year positions	(28)		(150)		(367)
Unrecognized tax benefits - December 31	$	469	$	477	$	627

Included in the balance of unrecognized tax benefits as of both December 31, 2021 and 2020 were $0.5 million of tax benefits that, if recognized, would affect the effective tax rate.

The Company recognizes accrued interest related to unrecognized tax benefits and penalties as income tax expense. Related to the unrecognized tax benefits noted above, the Company accrued $0 of interest during 2021. The Company accrued $0.1 million of interest during 2019 and, in total, as of December 31, 2019 had recognized $0.1 million of interest. The Company accrued $0.1 million of interest during 2018, and, in total, as of December 31, 2018 had recognized $0.1 million of interest.

The Company is subject to taxation in the U.S. and various state jurisdictions. As of December 31, 2021, the Company’s tax returns for 2018 through 2020 generally remain open for exam by taxing jurisdictions. Additional prior years may be open to the extent attributes are being carried forward to an open tax year.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

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+ Details

Restructuring (Tables)

12 Months Ended

Dec. 31, 2021

Restructuring and Related Activities [Abstract]

Changes in restructuring liability

Changes to this liability during the years ended December 31, 2020 and 2019 were as follows (in thousands):





Liability balance as of December 31, 2018	$	5,607
Expenses	8,543
Cash distributions	(10,589)
Liability balance as of December 31, 2019	3,561
Expenses	—
Cash distributions	(3,561)
Liability balance as of December 31, 2020	$	—

401(k) Plan	12 Months Ended
401(k) Plan	Dec. 31, 2021
Retirement Benefits [Abstract]
401(k) Plan	401(k) PlanThe Company has a 401(k) plan (the “401(k) Plan”) covering all employees who have completed one month of service. Under the 401(k) Plan, participants could defer up to 90% of their eligible wages to a maximum of $19,500 per year (annual limit for 2021). Employees age 50 or over in 2021 could make additional pre-tax contributions up to $6,500. In 2021, the Company matched 50% of employee contributions up to 8% of the employee’s eligible compensation. In 2020 and 2019, the Company matched 50% of employee contributions up to 5% of the employee’s eligible compensation. The matching contribution for the years ended December 31, 2021, 2020, and 2019 was $2.7 million, $1.5 million, and $1.5 million, respectively.

- Definition

The entire disclosure for retirement benefits.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
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-Name Accounting Standards Codification
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+ Details

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Changes in carrying amount of goodwill

The following table indicates the changes in the carrying amount of goodwill for 2021 and 2020 (in thousands):



Balance as of January 1, 2020	$	19,976
Activity	—
Balance as of December 31, 2020	19,976
Activity	—
Balance as of December 31, 2021	$	19,976

Intangible assets activity summary - finite lived

Intangible assets are summarized as follows (in thousands):


	December 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets
Patents and know-how	$	9,578	$	(6,408)	$	3,170	$	9,510	$	(5,730)	$	3,780
Licenses	—		—		—		1,414		(1,334)		80
Customer and supplier relationships	—		—		—		241		(172)		69
Non-compete agreements	—		—		—		120		(98)		22
Total amortized intangible assets	$	9,578	$	(6,408)	$	3,170	$	11,285	$	(7,334)	$	3,951

Unamortized intangible assets
Tradenames and trademarks	$	1,008			$	1,008	$	1,008			$	1,008
Patents in process	1,205				1,205		1,045				1,045
Total intangible assets	$	11,791			$	5,383	$	13,338			$	6,004

Amortization expense and impairment expense for the years ended December 31, 2021, 2020, and 2019, is summarized in the table below (amounts in thousands):


	Year ended December 31,
	2021		2020		2019
Amortization of intangible assets	$	820	$	1,073	$	1,039
Impairment of intangible assets	53		1,027		1,258

Intangible assets activity summary - indefinite lived

Intangible assets are summarized as follows (in thousands):


	December 31, 2021						December 31, 2020
	Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization		Net Carrying Amount
Amortized intangible assets
Patents and know-how	$	9,578	$	(6,408)	$	3,170	$	9,510	$	(5,730)	$	3,780
Licenses	—		—		—		1,414		(1,334)		80
Customer and supplier relationships	—		—		—		241		(172)		69
Non-compete agreements	—		—		—		120		(98)		22
Total amortized intangible assets	$	9,578	$	(6,408)	$	3,170	$	11,285	$	(7,334)	$	3,951

Unamortized intangible assets
Tradenames and trademarks	$	1,008			$	1,008	$	1,008			$	1,008
Patents in process	1,205				1,205		1,045				1,045
Total intangible assets	$	11,791			$	5,383	$	13,338			$	6,004

Estimated future amortization expense of intangible assets

Expected future amortization of intangible assets as of December 31, 2021, is as follows (in thousands):


	Estimated
	Amortization
Year Ending December 31,	Expense
2022	$	679
2023	679
2024	679
2025	284
2026	129
Thereafter	720
Total amortization expense	$	3,170

Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Tables)

12 Months Ended

Dec. 31, 2021

Supplemental Cash Flow Elements [Abstract]

Supplemental disclosure of cash flow and non-cash investing and financing activities

Selected cash payments, receipts, and noncash activities are as follows (in thousands):


	Years Ended December 31,
	2021		2020		2019
Cash paid for interest	$	4,327	$	7,456	$	4,331
Income taxes paid	169		208		308
Cash paid for operating leases	1,522		1,569		1,650
Non-cash activities:
Purchases of equipment included in accounts payable	8		1,062		1,184
Deferred financing costs	—		53		6,650
Note receivable for sale of property and equipment	75		—		—
Deemed dividends of Series B Convertible Preferred Stock	926		32,028		—
Amendment fee on previous term loan	—		722		—
Lease right of use asset and liability	2,251		1,169		—
Fair value of non-cash consideration received for option exercise	380		922		—

Equity - Stock Incentive Plans (Details)	12 Months Ended
Equity - Stock Incentive Plans (Details)	Dec. 31, 2021 USD ($) plan shares	Dec. 31, 2020 USD ($) shares	Dec. 31, 2019 USD ($) shares
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of share-based compensation plans \| plan	2
Intrinsic value of options exercised	$ 3,300,000	$ 1,900,000	$ 600,000
Proceeds from exercise of stock options	1,437,000	411,000	108,000
Tax benefit from exercise of stock options	2,000,000	1,600,000	200,000
Fair value of options vested	$ 0	$ 0	$ 1,400,000
Granted (in shares) \| shares	0	0	0
Total unrecognized compensation expense	$ 0
Modified Stock Option
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Contractual term of equity grant (in years)	10 years
2016 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares authorized for grant under the plan (in shares) \| shares	8,400,000
2016 Plan \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)	3 years
Contractual term of equity grant (in years)	10 years

Equity - Treasury Stock (Details) - USD ($) $ in Thousands	12 Months Ended
Equity - Treasury Stock (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Shares repurchased (in shares)	148,972	41,810
Shares repurchased for tax withholding	$ (4,751)	$ (2,334)	$ (1,474)
Treasury Stock
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Shares repurchased for tax withholding on vesting of restricted stock units (in shares)	469,239	435,492	429,918
Shares repurchased for tax withholding	$ (4,751)	$ (2,334)	$ (1,474)

Nature of Business (Details) - USD ($) $ in Thousands	12 Months Ended
Nature of Business (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Unusual or Infrequent Item, or Both [Line Items]
Federal income tax benefit, CARES Act		$ 11,300
Proceeds from income tax refunds, CARES Act	$ 9,200	1,200
Income tax receivable, CARES Act	900
Net sales	258,615	248,234	$ 299,255
Inventory	11,389	10,361
CARES Act
Unusual or Infrequent Item, or Both [Line Items]
Other assets, current, CARES Act	1,600
Federal tax refund	9,200	1,200
Stock Award Misstatements \| Adjustments
Unusual or Infrequent Item, or Both [Line Items]
Correction of error	0
Additional Paid-in Capital \| Stock Award Misstatements \| Adjustments
Unusual or Infrequent Item, or Both [Line Items]
Correction of error	(2,009)
Treasury Stock \| Stock Award Misstatements \| Adjustments
Unusual or Infrequent Item, or Both [Line Items]
Correction of error	2,009
Section 351
Unusual or Infrequent Item, or Both [Line Items]
Net sales	17,610	31,828
Cord
Unusual or Infrequent Item, or Both [Line Items]
Net sales	23,599	$ 16,073
Inventory	$ 1,900

Equity - Modification of Stock Options (Details)	12 Months Ended
Equity - Modification of Stock Options (Details)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Jun. 13, 2019 director shares
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based compensation expense \| $	$ 14,757,000	$ 15,357,000	$ 12,064,000
Modified Stock Option
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Share-based compensation expense \| $			$ 400,000
Contractual term of equity grant (in years)	10 years
2019 Option Modification
Expected dividend yield			0.00%
Modified Stock Option \| Minimum
2019 Option Modification
Expected volatility			65.00%
Expected life (in years)			3 months 10 days
Risk-free interest rate			1.56%
Modified Stock Option \| Maximum
2019 Option Modification
Expected volatility			95.00%
Expected life (in years)			5 years 1 month 13 days
Risk-free interest rate			2.02%
Members of the Board \| Modified Stock Option
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Fully vested options (in shares) \| shares				612,000
Number of board members with modified option grants \| director				7
Former Employee \| Modified Stock Option
Deferred Compensation Arrangement with Individual, Share-based Payments [Line Items]
Fully vested options (in shares) \| shares				278,916

Property and Equipment - Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Property and equipment [Line Items]
Finance lease right of use assets	$ 189	$ 0
Property and equipment, gross	42,043	40,935
Less accumulated depreciation and amortization	(32,878)	(29,498)
Property and equipment, net of accumulated depreciation	9,165	11,437
Leasehold improvements
Property and equipment [Line Items]
Property and equipment, gross	9,052	6,010
Laboratory and clean room equipment
Property and equipment [Line Items]
Property and equipment, gross	16,567	15,524
Furniture and office equipment
Property and equipment [Line Items]
Property and equipment, gross	14,975	15,295
Construction in progress
Property and equipment [Line Items]
Property and equipment, gross	397	3,321
Asset retirement cost
Property and equipment [Line Items]
Property and equipment, gross	$ 863	$ 785

Commitments and Contingencies

12 Months Ended

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

Commitments and ContingenciesContractual Commitments

The Company has commitments for meeting space. These commitments expire over 3 years following December 31, 2021, and generally contain renewal options.

The estimated meeting space commitments are as follows (in thousands):


Years Ended December 31,
2022	$	383
2023	204
2024	114
	$	701

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.

In accordance with applicable accounting guidance, the Company accrues a liability when those matters present loss contingencies that are both probable and estimable. The Company's financial statements at December 31, 2021 reflect the Company's current best estimate of probable losses associated with these matters, including costs to comply with various settlement agreements, where applicable. As of December 31, 2021, the Company had accrued $1.0 million related to the matters described below. Of this amount, the Company is indemnified for $0.6 million from its insurance providers.

The Company paid $6.7 million to settle legal proceedings during 2021. In addition, $1.1 million was paid on the Company’s behalf through an insurance provider during 2021 relating directly to settlement matters. In addition, during 2021, the Company received funds from certain director and officer insurance policies for previously-incurred legal expenses under the Company’s indemnification agreements. These funds were recognized as a reduction to investigation, restatement and related expense on the consolidated statement of operations.

The Company paid $7.4 million to settle legal proceedings during 2020. In addition, $3.5 million was paid on the Company’s behalf through an insurance provider during 2020.

The actual costs of resolving these matters may be in excess of the amounts reserved.

Securities Class Action

On January 16, 2019, the United States District Court for the Northern District of Georgia entered an order consolidating two purported securities class actions (MacPhee v. MiMedx Group, Inc., et al. filed February 23, 2018 and Kline v. MiMedx Group, Inc., et al. filed February 26, 2018). The order also appointed Carpenters Pension Fund of Illinois (“CPFI”) as lead plaintiff. On May 1, 2019, CPFI filed a consolidated amended complaint, naming as defendants the Company, Michael J. Senken, Parker H. “Pete” Petit, William C. Taylor, Christopher M. Cashman and Cherry Bekaert & Holland LLP. The amended complaint (the “Securities Class Action Complaint”) alleged violations of Section 10(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Rule 10b-5 promulgated thereunder, and Section 20(a) of the Exchange Act. It asserted a class period of March 7, 2013 through June 29, 2018. Following the filing of motions to dismiss by the various defendants, CPFI was granted leave to file an amended complaint. CPFI filed its amended complaint against the Company, Michael J. Senken, Parker H. Petit, William C. Taylor, and Cherry Bekaert & Holland (Christopher Cashman was dropped as a defendant) on March 30, 2020; defendants filed motions to dismiss on May 29, 2020. On March 25, 2021, the Court granted defendants’ respective motions to dismiss, finding that CPFI lacked standing to bring the underlying claims and also could not establish loss causation because it sold all of its shares in MIMEDX prior to any corrective disclosures, and dismissed the case. On April 22, 2021, CPFI filed a motion for reconsideration of the dismissal and for leave to amend to add a new plaintiff to attempt to cure the standing and loss causation issues. The Company opposed CPFI’s motions and the hearing on the same was held on September 24, 2021.

On January 28, 2022, the Court denied CPFI’s motion to reconsider and motion to substitute class representative. On February 25, 2022, CPFI filed a Notice of Appeal in the 11th Circuit Court of Appeals.

Investigations

On February 8, 2021, the Company received a subpoena issued by the Department of Defense Office of Inspector General seeking records regarding the sales of the Company’s micronized and other products to federal medical facilities and federal contracting offices, including those operated by the Department of Veterans Affairs or the Department of Defense. The subpoena also seeks information regarding the Company’s communications with the FDA regarding its products. The Company understands that the Office of the United States Attorney for the Western District of Washington Civil Division is overseeing the investigation, which is being conducted principally by agents employed by the Department of the Army Criminal Investigation Command. The Company is cooperating with the government’s investigation and at this time the Company is unable to predict the outcome of the investigation, including whether the investigation will result in any action or proceeding against the Company.

Former Employee Litigation and Related Matters

On January 12, 2021, the Company filed suit in the Circuit Court of the Eleventh Judicial District in and for Miami-Dade County, Florida (MiMedx Group, Inc. v. Petit, et. al.) against its former CEO, Parker H. “Pete” Petit, and its former COO, William C. Taylor, seeking a determination of its rights and obligations under indemnification agreements with Petit and Taylor following a federal jury’s guilty verdict against Petit for securities fraud and Taylor for conspiracy to commit securities fraud. The Company is seeking a declaratory judgment that it is not obligated to indemnify or advance expenses to Petit and Taylor in connection with certain cases to which Petit and Taylor are parties and also seeking to recoup amounts previously paid on behalf of Petit and Taylor in connection with such cases. On April 22, 2021, Petit and Taylor filed an answer and asserted counterclaims against the Company alleging breach of their indemnification agreements, breach of the covenant of good faith and fair dealing with respect to their indemnification agreements, and seeking a declaration that the Company remains obligated to indemnify and advance fees in connection with certain cases. Petit and Taylor simultaneously filed a motion seeking to compel the Company to advance and reinstate its payments of Petit and Taylor’s legal expenses. The Company opposed Petit and Taylor’s motion and a hearing was set for June 23, 2021. At the joint request of the parties, the hearing was cancelled to allow the parties to attend a mediation to attempt a resolution of this matter; such mediation was held on August 11, 2021. Negotiations are ongoing.

Defamation Claims

On June 4, 2018, Sparrow Fund Management, LP (“Sparrow”) filed a complaint against the Company and Petit, including claims for defamation and civil conspiracy in the United States District Court for the Southern District of New York (Sparrow Fund Management, L.P. v. MiMedx Group, Inc., et. al.). The complaint seeks monetary damages and injunctive relief and alleges the defendants commenced a campaign to publicly discredit Sparrow by falsely claiming it was a short seller who engaged in illegal and criminal behavior by spreading false information in an attempt to manipulate the price of our common stock. The Company has settled this matter.

Other Matters

Under the Florida Business Corporation Act and agreements with its current and former officers and directors, the Company is obligated to indemnify its current and former officers and directors who are made party to a proceeding, including a proceeding brought by or in the right of the corporation, with certain exceptions, and to advance expenses to defend such matters. The Company has already borne substantial costs to satisfy these indemnification and expense advance obligations and may continue to do so in the future.

In addition to the matters described above, the Company is a party to a variety of other legal matters that arise in the ordinary course of the Company’s business, none of which is deemed to be individually material at this time.

Goodwill and Intangible Assets - Activity Summary (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 9,578	$ 11,285
Accumulated amortization	(6,408)	(7,334)
Total amortization expense	3,170	3,951
Indefinite-lived Intangible Assets [Line Items]
Total intangible assets, gross carrying amount	11,791	13,338
Total intangible assets, net carrying amount	5,383	6,004
Tradenames and trademarks
Indefinite-lived Intangible Assets [Line Items]
Gross carrying value, indefinite lived	1,008	1,008
Patents in process
Indefinite-lived Intangible Assets [Line Items]
Gross carrying value, indefinite lived	1,205	1,045
Patents and know-how
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	9,578	9,510
Accumulated amortization	(6,408)	(5,730)
Total amortization expense	3,170	3,780
Licenses
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	0	1,414
Accumulated amortization	0	(1,334)
Total amortization expense	0	80
Customer and supplier relationships
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	0	241
Accumulated amortization	0	(172)
Total amortization expense	0	69
Non-compete agreements
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	0	120
Accumulated amortization	0	(98)
Total amortization expense	$ 0	$ 22

Revenue

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Revenue

Disaggregation of Revenue by Product

MIMEDX has two classes of products: (1) Advanced Wound Care, or Section 361, products, consisting of its sheet allograft products, and (2) Section 351 products, consisting of the Company’s micronized and particulate products. Advanced Wound Care is further disaggregated between the Company’s Tissue/Other and Cord products.

Below is a summary of net sales by each class of product (in thousands):


	Year Ended December 31,
	2021		2020
Advanced Wound Care
Tissue/Other	$	216,418	$	192,566
Cord	23,599		16,073
Advanced Wound Care	240,017		208,639
Section 351	17,610		31,828
Other	988		7,767
Total	$	258,615	$	248,234

Due to the disconnection between the performance obligations related to sales and the recognition of revenue on such sales, it is not practical for the Company to allocate these amounts to specific product lines related to the Remaining Contracts (included in “Other” in the table above) as well as revenue recognized during the year ended December 31, 2019.

Disaggregation of Revenue by Customer

Prior to May 31, 2021, the conclusion of the FDA’s enforcement discretion period, the Company evaluated its revenue on the basis of its two primary distribution channels: (1) direct to customers (healthcare professionals and/or facilities) (“Direct Customers”); and (2) sales through distributors (“Distributors”).

Below is a summary of net sales by each customer type (in thousands):


	Year Ended December 31,
	2021		2020		2019
Direct Customers	$	250,009	$	240,690	$	288,800
Distributors	8,606		7,544		10,455
Total	$	258,615	$	248,234	$	299,255

The Company did not have significant foreign operations or a single external customer from which 10% or more of revenues were derived during the years ended December 31, 2021, 2020, and 2019.

- Definition

The entire disclosure of revenue from contract with customer to transfer good or service and to transfer nonfinancial asset. Includes, but is not limited to, disaggregation of revenue, credit loss recognized from contract with customer, judgment and change in judgment related to contract with customer, and asset recognized from cost incurred to obtain or fulfill contract with customer. Excludes insurance and lease contracts.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-URI http://asc.fasb.org/topic&trid=49130388

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 10
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130551-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 13
-Subparagraph (b)(2)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130556-203045

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 9
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130550-203045

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (e)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 15
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130558-203045

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 12
-Subparagraph (c)
-URI http://asc.fasb.org/extlink&oid=123351226&loc=SL49130554-203045

+ Details

Significant Accounting Policies - Transition Adjustment and Cash Collections on Remaining Contracts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales	$ 258,615	$ 248,234	$ 299,255
Cost of sales	43,283	39,330	43,081
Gross Profit	215,332	208,904	256,174
Transition Adjustment
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales	0	0	21,385
Cost of sales	0	0	2,565
Collections on Remaining Contracts
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales	1,038	7,767	8,219
Cost of sales	145	1,087	1,151
Net sales
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net sales	1,038	7,767	29,604
Write-off of cost of sales deemed uncollectible
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of sales	29	0	1,438
Cost of sales
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Cost of sales	174	1,087	5,154
Gross profit
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Gross Profit	$ 864	$ 6,680	$ 24,450

Long Term Debt

12 Months Ended

Dec. 31, 2021

Debt Disclosure [Abstract]

Long Term Debt

Hayfin Loan Agreement

On June 30, 2020, the Company entered into a Loan Agreement with, among others, Hayfin Services, LLP, (“Hayfin”) an affiliate of Hayfin Capital Management LLP (the “Hayfin Loan Agreement”), which was funded on July 2, 2020 (the “Closing Date”) and provided the Company with a senior secured term loan in an aggregate amount of $50.0 million (the “Term Loan”). The Term Loan matures on June 30, 2025 (the “Maturity Date”). Interest is payable quarterly on the Term Loan for the principal balance outstanding through the Maturity Date. No principal payments are due and payable until the Maturity Date.

The Hayfin Loan Agreement also provided the Company with an option to draw on an additional delayed draw term loan (the “DD TL”, collectively with the Term Loan, the “Credit Facilities”) in the form of a committed but undrawn $25.0 million

facility until June 30, 2021. The Company did not exercise the option. On February 28, 2022 (the “Amendment Date”), the Company executed an Amendment to the Hayfin Loan Agreement (the “Amendment”).

The interest rate applicable to the Term Loan is equal to LIBOR (subject to a floor of 1.5%) plus a margin (the “Margin”), as determined below. If LIBOR is unavailable, the loan will carry interest at the greatest of the Prime Rate, the Federal Funds Rate plus 0.5% per annum, and 2.5%, plus the Margin.

Prior to the Amendment Date, the Margin on the Term Loan was calculated based on the Company’s Total Net Leverage Ratio (as defined in the Hayfin Loan Agreement) for the quarter, as follows:

•6.75% per annum if the Total Net Leverage Ratio is greater than 2.0x,

•6.5% per annum if the Total Net Leverage Ratio is less than 2.0x but greater than or equal to 1.0x, or

•6.0% per annum if the Total Net Leverage Ratio is less than 1.0x.

After the Amendment Date, the Margin is fixed at 6.75% through the Maturity Date.

An additional 3.0% margin is applied to the interest rate in the event of default as defined by the Hayfin Loan Agreement. Both at issuance and as of December 31, 2021, the Term Loan carried an interest rate of 8.3%.

The Term Loan contained financial covenants requiring the Company, on a consolidated basis, to maintain the following through the Amendment Date:

•Maximum Total Net Leverage Ratio of 4.0x for the remaining life of the loan, required to be calculated on a quarterly basis,

•Minimum Liquidity (as defined in the Hayfin Loan Agreement) of $10 million, an at-all-times financial covenant, tested monthly.

The Company is in compliance with all debt covenants as of December 31, 2021.

The Amendment changed these financial covenants and requires the Company, on a consolidated basis, to maintain the following beginning on the Amendment Date:

•Minimum Consolidated Total Net Sales (as defined in the Amendment) of varying amounts, required to be calculated on a quarterly basis,

•Minimum Liquidity of $20 million, an at-all-times financial covenant, tested monthly.

The Hayfin Loan Agreement, as amended, also specifies that any prepayment of the loan, voluntary or mandatory, will subject the Company to a prepayment premium applicable as of the date of the prepayment:

•On or before July 2, 2023: 2% of the principal balance repaid.

•After July 2, 2023, but on or before July 2, 2024: 1% of the principal balance repaid.

•After July 2, 2024: no premium.

The Hayfin Loan Agreement also includes events of default customary for facilities of this type, and upon the occurrence of such events of default, subject to customary cure rights, the Term Loan may be accelerated or the lenders’ commitments terminated. The mandatory prepayments are also required in the event of a change in control (as defined in the Hayfin Loan Agreement), incurring other indebtedness, certain proceeds from disposal of assets and an insured casualty event.

Beginning with the fiscal year ending December 31, 2021, the Company is required to prepay the outstanding loans based on the percentage of Excess Cash Flow (as defined in the Hayfin Loan Agreement), if Excess Cash Flow is generated, with the percentage determined based on the Total Net Leverage thresholds. The Company is not required to make any payments under this provision as of December 31, 2021.

Hayfin maintains a first-priority security interest in substantially all of the Company’s assets.

A breach of a financial covenant in the Hayfin Loan Agreement, if uncured or unable to be cured, would likely result in an event of default that could trigger the lender’s remedies, including acceleration of the entire principal balance of the loan as well as any applicable prepayment premiums. Future compliance with the financial covenants, as amended, requires continuing growth in net sales consistent with the Company’s business strategy and plans. Our business is subject to inherent uncertainties that could impact the Company’s net sales growth, including, but not limited to, the regulatory pathway of the Company’s cord-derived products. While we currently have sufficient cash to repay all such amounts in an event of default, we may require alternative financing to cover other obligations. Even if alternative financing were available in an event of default under the Hayfin Loan Agreement, it might be on unfavorable terms, and the interest rate charged on any new borrowings may be substantially higher than the interest rate under the Hayfin Loan Agreement, thus adversely affecting our future cash flows, liquidity, and results of operations.

Original issue discount and deferred financing costs were allocated between the sale of the Series B Convertible Preferred Stock (which occurred simultaneously with the Hayfin Term Loan, collectively the “Financing Transactions”) and the Term Loan on the basis of the relative fair values of the transactions. The costs allocated to the Term Loan were further allocated between the Term Loan and the DD TL on the basis of the maximum potential principal outstanding between the Credit Facilities. The allocation of the deferred financing costs and original issue discount between Term Loan and the DD TL on July 2, 2020 was as follows (amounts in thousands):


	July 2, 2020
	Term Loan		DD TL		Total
	Long term debt		Other current assets
Original issue discount	$	333	$	167	$	500
Deferred financing costs	2,169		1,084		3,253

Deferred financing costs and original issue discount allocated to the Term Loan are amortized using the effective interest method through the Maturity Date. The amortization of such amounts is presented as part of interest expense, net on the consolidated statement of operations for the years ended December 31, 2021 and 2020 .

Deferred financing costs and original issue discount associated with the DD TL were amortized using the straight-line method through the expiration of the DD TL commitment term on June 30, 2021. Amortization of these amounts are presented as part of interest expense, net on the consolidated statements of operations. Unamortized deferred financing costs and original issue discount associated with the DD TL are presented as other current assets on the consolidated balance sheet as of December 31, 2020.

The balances of the Term Loan as of December 31, 2021 and 2020 were as follows (amounts in thousands):


	December 31,
	2021		2020
Outstanding principal	$	50,000	$	50,000
Deferred financing costs	(1,624)		(1,996)
Original issue discount	(249)		(307)
Long term debt, net	$	48,127	$	47,697

Components of interest expense related to the Term Loan, included in interest expense, net in the consolidated statements of operations, was as follows (amounts in thousands):


	Year Ended December 31,
	2021		2020
Stated interest	$	4,182	$	2,085
Amortization of deferred financing costs	372		173
Accretion of original issue discount	58		26
Interest expense	$	4,612	$	2,284

Interest expense related to the DD TL, included in interest expense, net in the consolidated statements of operations, was as follows (amounts in thousands):


	Year Ended December 31,
	2021		2020
Commitment fee	$	126	$	128
Amortization of deferred financing costs	542		542
Accretion of original issue discount	83		83
Interest expense	$	751	$	753

Scheduled principal payments on the Term Loan as of December 31, 2021 are as follows:


Year ending December 31,	Principal
2022	$	—
2023	—
2024	—
2025	50,000
2026	—
Thereafter	—
Outstanding principal	$	50,000

The DD TL was not funded as of December 31, 2021. Consequently, no principal payments are owed.

As of December 31, 2021, the fair value of the Term Loan was $50.7 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. The remaining cash flows associated with the Term Loan were discounted to December 31, 2021 using this discount rate to derive the fair value.

BT Term Loan

On June 10, 2019, the Company entered into a loan agreement (the “BT Loan Agreement”) with Blue Torch Finance LLC (“Blue Torch”), as administrative agent and collateral agent, to borrow funds with a face value of $75.0 million (the “BT Term Loan”), of which the full amount was borrowed and funded. The proceeds from the BT Term Loan were used (i) for working capital and general corporate purposes and (ii) to pay transaction fees, costs and expenses incurred in connection with the BT Term Loan and the related transactions. The BT Term Loan would have matured on June 20, 2022 and was repayable in quarterly installments of $0.9 million, with the balance due on June 20, 2022. Blue Torch maintained a first-priority security interest in substantially all the Company’s assets. The BT Term Loan was issued net of the original issue discount of $2.3 million. The Company incurred $6.7 million of deferred financing costs.

On April 22, 2020, the Company amended the BT Loan Agreement with Blue Torch. The amendment provided for an increase in the maximum Total Leverage Ratio, which was a quarterly test, for the remainder of 2020, and also provided for a reduction in the minimum Liquidity requirement from April 2020 through November 2020. In connection with the amendment, the Company agreed to pay a one-time fee of approximately $0.7 million, added to the principal balance, and a 1 percentage point increase in the interest rate to LIBOR plus 9%.

On July 2, 2020, a portion of the proceeds from the Financing Transactions was used to repay the outstanding balance of principal, accrued but unpaid interest, and prepayment premium under the BT Loan Agreement. In connection with the repayment of the BT Term Loan, the Company terminated the BT Loan Agreement. The Company has no continuing obligations related to the BT Term Loan as of December 31, 2021.

The Company recorded a loss on extinguishment of debt of $8.2 million during the year ended December 31, 2020. The composition of the loss on extinguishment of debt was as follows (amounts in thousands):


	July 2, 2020
Unamortized deferred financing costs	$	4,528
Unamortized original issue discount	1,538
Unamortized amendment fee	671
Prepayment premium	1,439
Other fees	25
Loss on extinguishment of debt	$	8,201

Interest expense related to the BT Term Loan, included in interest (expense) income, net in the consolidated statements of operations was as follows (amounts in thousands):


	Year ended December 31,
	2020		2019
Interest on principal balance	$	3,773	$	4,331
Accretion of original issue discount	354		360
Accretion of amendment fee	53		—
Amortization of deferred financing costs	1,051		1,071
Total BT Term Loan interest expense	$	5,231	$	5,762

Paycheck Protection Program Loan

The Company applied for and, on April 24, 2020, received proceeds of $10.0 million in the form of a loan under the Paycheck Protection Program (the “PPP Loan”). On May 11, 2020, the Company repaid the PPP Loan in full. There are no continuing obligations under the PPP Loan as of December 31, 2021.

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-URI http://asc.fasb.org/topic&trid=2208564

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (h)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (c)
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Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (d)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (g)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
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-Paragraph 1C
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-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 1C
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 1E
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1I
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 470
-SubTopic 20
-Section 50
-Paragraph 1B
-Subparagraph (i)
-URI http://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611

+ Details

Revenue (Tables)

12 Months Ended

Dec. 31, 2021

Segment Reporting [Abstract]

Disaggregation of Revenue

Below is a summary of net sales by each class of product (in thousands):


	Year Ended December 31,
	2021		2020
Advanced Wound Care
Tissue/Other	$	216,418	$	192,566
Cord	23,599		16,073
Advanced Wound Care	240,017		208,639
Section 351	17,610		31,828
Other	988		7,767
Total	$	258,615	$	248,234

Assessment of revenue under ASC 606


	Year Ended December 31,
Net sales	2021		2020		2019
Transition Adjustment	$	—	$	—	$	21,385
Collections on Remaining Contracts	1,038		7,767		8,219
Net sales	1,038		7,767		29,604
Cost of sales
Transition Adjustment	—		—		2,565
Collections on Remaining Contracts	145		1,087		1,151
Write-off of cost of sales deemed uncollectible	29		—		1,438
Cost of sales	174		1,087		5,154
Gross profit	$	864	$	6,680	$	24,450

Below is a summary of net sales by each customer type (in thousands):


	Year Ended December 31,
	2021		2020		2019
Direct Customers	$	250,009	$	240,690	$	288,800
Distributors	8,606		7,544		10,455
Total	$	258,615	$	248,234	$	299,255

Inventory (Tables)

12 Months Ended

Dec. 31, 2021

Inventory Disclosure [Abstract]

Inventory

Inventory consists of the following (in thousands):


	December 31,
	2021		2020
Raw materials	$	364	$	314
Work in process	6,112		4,316
Finished goods	4,913		5,731
Inventory	$	11,389	$	10,361

Long Term Debt - Term Loan Debt Issuance Costs (Details) - Notes Payable, Other Payables - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020	Jul. 02, 2020
Credit Facilities
Debt Instrument [Line Items]
Original issue discount			$ 500
Deferred financing costs			3,253
Hayfin Loan Agreement Term Loan
Debt Instrument [Line Items]
Original issue discount	$ 249	$ 307
Long term debt \| Hayfin Loan Agreement Term Loan
Debt Instrument [Line Items]
Original issue discount			333
Deferred financing costs			2,169
Other current assets \| Hayfin Loan Agreement Delayed Draw Term Loan
Debt Instrument [Line Items]
Original issue discount			167
Deferred financing costs			$ 1,084

Basic and Diluted Net Loss Per Common Share (Tables)

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Schedule of earnings per share, basic

The following table provides a reconciliation of net loss to net loss available to common shareholders and calculation of basic net loss per common share for each of the years ended December 31, 2021, 2020, and 2019 (amounts in thousands, except share and per-share amounts):


	Year ended December 31,
	2021		2020		2019
Net loss	$	(10,285)	$	(49,284)	$	(25,580)
Adjustments to reconcile to net loss available to common stockholders:
Accumulated dividend on convertible preferred stock Series B	5,210		2,016		—
Amortization of beneficial conversion feature	—		31,110		—
Accretion of increasing-rate dividend feature	926		918		—
Total adjustments	6,136		34,044		—
Net loss available to common stockholders	$	(16,421)	$	(83,328)	$	(25,580)
Weighted average common shares outstanding	110,353,406		108,257,112		106,946,384
Basic net loss per common share	$	(0.15)	$	(0.77)	$	(0.24)

Schedule of earnings per share, diluted

The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except share and per-share amounts):


	Year ended December 31,
	2021		2020		2019
Net loss available to common stockholders	$	(16,421)	$	(83,328)	$	(25,580)
Dividends on convertible preferred stock Series B	6,136		34,044		—
Numerator - net loss available to common stockholders adjusted for hypothetical conversion of Series B Convertible Preferred Stock (a)	$	(16,421)	$	(83,328)	$	(25,580)


Denominator - weighted average common shares outstanding adjusted for potential common shares (b)	110,353,406		108,257,112		106,946,384
Diluted net loss per common share	$	(0.15)	$	(0.77)	$	(0.24)

(a)Diluted net loss per common share is not adjusted for dividends on the Series B convertible preferred stock in 2021 or 2020 because the effect of a hypothetical conversion was determined to be anti-dilutive.

(b)Weighted average common shares outstanding for the calculation of diluted net loss per common share does not include the following adjustments for potential common shares below because their effects were determined to be anti-dilutive for the periods presented:

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share


	Year ended December 31,
	2021	2020	2019
Convertible preferred stock Series B	26,497,570	12,987,013	—
Restricted stock awards	1,121,019	1,299,770	1,157,563
Outstanding stock options	771,409	752,499	978,243
Restricted stock unit awards	1,393,910	616,141	—
Performance stock unit awards	17,928	31,621	—
Potential common shares	29,801,836	15,687,044	2,135,806

Long Term Debt - Term Loan Interest Expense (Details) - Notes Payable, Other Payables - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020
Hayfin Loan Agreement Term Loan
Debt Instrument [Line Items]
Stated interest	$ 4,182	$ 2,085
Amortization of deferred financing costs	372	173
Accretion of original issue discount	58	26
Interest expense	4,612	2,284
Hayfin Loan Agreement Delayed Draw Term Loan
Debt Instrument [Line Items]
Amortization of deferred financing costs	542	542
Commitment fee	126	128
Accretion of original issue discount	83	83
Interest expense	751	753
BT Loan Agreement
Debt Instrument [Line Items]
Stated interest	3,773	4,331
Amortization of deferred financing costs	1,051	1,071
Accretion of amendment fee	53	0
Accretion of original issue discount	354	360
Interest expense	$ 5,231	$ 5,762

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property, Plant and Equipment [Abstract]

Property and Equipment

Property and Equipment, Net

Property and equipment consist of the following (in thousands):


	December 31,
	2021		2020
Leasehold improvements	$	9,052	$	6,010
Laboratory and clean room equipment	16,567		15,524
Furniture and office equipment	14,975		15,295
Construction in progress	397		3,321
Asset retirement cost	863		785
Finance lease right of use assets	189		—
Property and equipment, gross	42,043		40,935
Less accumulated depreciation and amortization	(32,878)		(29,498)
Property and equipment, net of accumulated depreciation	$	9,165	$	11,437


	Year Ended December 31,
	2021		2020		2019
Cost of sales	$	1,787	$	2,022	$	1,965
Selling, general and administrative expenses	2,278		3,416		4,223
Research and development expenses	298		344		358
Total	$	4,363	$	5,782	$	6,546

Equity - Changes in Series B Preferred Stock (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Increase (Decrease) in Temporary Equity [Roll Forward]
Series B Preferred Stock, outstanding, beginning (in shares)	100,000	0
Issuance of Series B Preferred Stock (in shares)		100,000
Series B Preferred Stock, outstanding, ending (in shares)	100,000	100,000	0
Series B Preferred Stock, outstanding, beginning	$ 91,568	$ 0
Issuance of Series B Preferred Stock		59,540
Deemed dividends	926	32,028
Series B Preferred Stock, outstanding, ending	92,494	91,568	$ 0
Convertible preferred stock Series B
Increase (Decrease) in Temporary Equity [Roll Forward]
Deemed dividends	$ 926	$ 32,028	$ 0

- Definition

Carrying amount, attributable to parent, of an entity's issued and outstanding stock which is not included within permanent equity. Temporary equity is a security with redemption features that are outside the control of the issuer, is not classified as an asset or liability in conformity with GAAP, and is not mandatorily redeemable. Includes any type of security that is redeemable at a fixed or determinable price or on a fixed or determinable date or dates, is redeemable at the option of the holder, or has conditions for redemption which are not solely within the control of the issuer. Includes stock with a put option held by an ESOP and stock redeemable by a holder only in the event of a change in control of the issuer.

+ References + Details

Leases (Tables)

12 Months Ended

Dec. 31, 2021

Leases [Abstract]

Supplemental balance sheet information related to leases


	Operating Leases						Finance Leases
	December 31,						December 31,
	2021			2020			2021			2020
Assets
Right of use asset	$	4,696		$	3,623		$	—		$	—
Property and equipment, net	—			—			145			—
Total assets	$	4,696		$	3,623		$	145		$	—

Liabilities
Other current liabilities	$	1,203		$	1,176		$	45		$	—
Other liabilities	3,812			2,960			106			—
Total liabilities	$	5,015		$	4,136		$	151		$	—

Weighted-average remaining lease term (years)	4.0			4.4			3.1
Weighted-average discount rate	8.4		%	10.0		%	8.3		%

Lease costs for operating leases

Information related to lease costs are as follows (amounts in thousands):


	Year Ended December 31,
	2021		2020		2019
Operating lease cost	$	1,327	$	1,392	$	1,469

Depreciation of finance lease ROU assets	43		—		—
Interest expense on finance lease liabilities	13		—		—

Maturities of operating lease liabilities

Maturities of lease liabilities are as follows (amounts in thousands):


Year Ending December 31,	Operating Leases		Finance Leases		Total
2022	$	1,566	$	55	$	1,621
2023	1,605		55		1,660
2024	1,569		55		1,624
2025	441		5		446
2026	338		—		338
Thereafter	367		—		367
Total lease payments	5,886		170		6,056
Less: imputed interest	(871)		(19)		(890)
Lease liability	$	5,015	$	151	$	5,166

Accounts Receivable, Net (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Receivables [Abstract]
Accounts receivable, gross	$ 41,540	$ 36,160
Allowance for doubtful accounts	(1,187)	(737)
Accounts receivable, net	$ 40,353	$ 35,423

Revenue - Summary of Revenue by Customer Type (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2021 USD ($) distributionChannel	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)
Segment Reporting [Abstract]
Number of primary distribution channels \| distributionChannel	2
Revenue, Major Customer [Line Items]
Net sales	$ 258,615	$ 248,234	$ 299,255
Direct Customers
Revenue, Major Customer [Line Items]
Net sales	250,009	240,690	288,800
Distributors
Revenue, Major Customer [Line Items]
Net sales	$ 8,606	$ 7,544	$ 10,455

- Definition

+ References

+ Details

Leases - Supplemental Balance Sheet Information (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Operating Leases
Right of use asset	$ 4,696	$ 3,623
Other current liabilities	1,203	1,176
Other liabilities	3,812	2,960
Lease liability	$ 5,015	$ 4,136
Weighted-average remaining lease term (years)	4 years	4 years 4 months 24 days
Weighted-average discount rate	8.40%	10.00%
Finance Leases
Property and equipment, net	$ 145	$ 0
Finance lease right of use assets	189	0
Other current liabilities	45	0
Other liabilities	106	0
Lease liability	$ 151	$ 0
Weighted-average remaining lease term (years)	3 years 1 month 6 days
Weighted-average discount rate	8.30%
Operating Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Finance Lease, Right-of-Use Asset, Statement of Financial Position [Extensible List]	Other assets	Other assets
Operating Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Finance Lease, Liability, Current, Statement of Financial Position [Extensible List]	Other current liabilities	Other current liabilities
Operating Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent
Finance Lease, Liability, Noncurrent, Statement of Financial Position [Extensible List]	Other Liabilities, Noncurrent	Other Liabilities, Noncurrent

Schedule II Valuation and Qualifying Accounts (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Allowance for doubtful accounts
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	$ 737	$ 0	$ 0
Additions charged to Expense or Revenue	791	719	0
Deductions and write-offs	(341)	18	0
Balance at End of Year	1,187	737	0
Allowance for product returns
SEC Schedule, 12-09, Movement in Valuation Allowances and Reserves [Roll Forward]
Balance at Beginning of Year	2,321	4,115	8,510
Additions charged to Expense or Revenue	2,508	705	0
Deductions and write-offs	(2,280)	(2,499)	(4,395)
Balance at End of Year	$ 2,549	$ 2,321	$ 4,115

Goodwill and Intangible Assets - Amortization Expense (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization of intangible assets	$ 820	$ 1,073	$ 1,039
Impairment of intangible assets	$ 53	$ 1,027	$ 1,258

Supplemental Disclosure of Cash Flow and Non-Cash Investing and Financing Activities (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Dividends Payable [Line Items]
Cash paid for interest	$ 4,327	$ 7,456	$ 4,331
Income taxes paid	169	208	308
Cash paid for operating leases	1,522	1,569	1,650
Non-cash activities:
Purchases of equipment included in accounts payable	8	1,062	1,184
Deferred financing costs	0	53	6,650
Deemed dividends of Series B Convertible Preferred Stock	926	32,028
Amendment fee on previous term loan	0	722	0
Lease right of use asset and liability	2,251	1,169	0
Lease right of use asset and liability	380	922	0
Convertible preferred stock Series B
Non-cash activities:
Note receivable for sale of property and equipment	75	0	0
Deemed dividends of Series B Convertible Preferred Stock	$ 926	$ 32,028	$ 0

Long Term Debt - Term Loan Balances (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Long term debt, net	$ 50,000
Notes Payable, Other Payables \| Hayfin Loan Agreement Term Loan
Debt Instrument [Line Items]
Outstanding principal	50,000	$ 50,000
Deferred financing costs	(1,624)	(1,996)
Original issue discount	(249)	(307)
Long term debt, net	$ 48,127	$ 47,697

- Definition

+ References + Details

Goodwill and Intangible Assets - Expected Future Amortization of Intangible Assets (Details) - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022	$ 679
2023	679
2024	679
2025	284
2026	129
Thereafter	720
Total amortization expense	$ 3,170	$ 3,951

Significant Accounting Policies

12 Months Ended

Dec. 31, 2021

Accounting Policies [Abstract]

Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of MiMedx Group, Inc. and its wholly-owned subsidiaries. All intercompany balances and transactions have been eliminated upon consolidation.

Use of Estimates

Segment Reporting

Cash and Cash Equivalents

Market Concentrations and Credit Risk

Accounts Receivable

Accounts receivable represent amounts due from customers for which revenue has been recognized. Generally, the Company does not require collateral or any other security to support its receivables.

Inventory

Property and Equipment

Asset Retirement Obligations

Impairment of Long-lived Assets

The Company recorded impairment losses on amortizable intangible assets of $0.1 million, $1.0 million, and $0.5 million in in 2021, 2020, and 2019, respectively. The Company recorded no impairment losses with respect to any other classes of long-lived assets in those periods.

Goodwill and Indefinite-lived Intangible Assets

The Company has one reporting unit.

There were no recorded impairment losses related to goodwill in 2021, 2020, or 2019. The Company recorded impairment losses related to our indefinite-lived intangible assets of $0, $0, and $0.8 million related to the abandonment of patents in process during 2021, 2020, and 2019, respectively.

Patent Costs

The Company incurs certain legal and related costs in connection with patent applications. The Company capitalizes such costs to be amortized over the expected life of the patent to the extent that an economic benefit is anticipated from the resulting patent or an alternative future use is available to the Company. The Company capitalized $0.3 million, $0.3 million, and $0.5 million of patent costs for the years ended December 31, 2021, 2020, and 2019, respectively.

Leases

Treasury Stock

Shares repurchased by the Company are recorded as treasury stock at the cost to acquire such shares. Subsequent issuances of shares held in treasury are assumed to be released on a FIFO basis.

Contingencies

Revenue Recognition

Sales deductions owed to customers and other parties are accrued and recorded in accrued expenses on the consolidated balance sheets.

Previous Revenue Recognition Policy and Transition


	Year Ended December 31,
Net sales	2021		2020		2019
Transition Adjustment	$	—	$	—	$	21,385
Collections on Remaining Contracts	1,038		7,767		8,219
Net sales	1,038		7,767		29,604
Cost of sales
Transition Adjustment	—		—		2,565
Collections on Remaining Contracts	145		1,087		1,151
Write-off of cost of sales deemed uncollectible	29		—		1,438
Cost of sales	174		1,087		5,154
Gross profit	$	864	$	6,680	$	24,450

Group Purchasing Organization Fees

Cost of Sales

The Company obtains raw material in the form of human placenta donations from participating mothers who give birth via scheduled Caesarean section.

Research and Development Costs

Research and development costs consist of direct and indirect costs associated with the development of the Company’s technologies. These costs are expensed as incurred.

Advertising expense

Advertising expense consists primarily of print media promotional materials. Advertising costs are expensed as incurred. Advertising expense for each of the years ended December 31, 2021, 2020, and 2019 amounted to $0.1 million.

Income Taxes

Share-based Compensation

Basic and Diluted Net Loss per Common Share

Fair Value of Financial Instruments and Fair Value Measurements

•Level 1: Quoted prices (unadjusted) in active markets that are accessible at the measurement date for identical assets or liabilities;

•Level 2: Quoted prices in active markets for similar assets or liabilities or observable prices that are based on inputs not quoted on active markets, but corroborated by market data.

•Level 3: Unobservable inputs or valuation techniques that are used when little or no market data is available.

Recently Adopted Accounting Pronouncements

Recently Issued Accounting Pronouncements Not Yet Adopted

Basic and Diluted Net Loss Per Common Share - Diluted Net Loss Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Computation of basic and diluted net loss per share [Abstract]
Net loss available to common stockholders (Note 10)	$ (16,421)	$ (83,328)	$ (25,580)
Dividends on convertible preferred stock Series B	$ 6,136	$ 34,044	$ 0
Weighted average shares outstanding - diluted (in shares)	110,353,406	108,257,112	106,946,384
Net (loss) income per common share - diluted (in dollars per share)	$ (0.15)	$ (0.77)	$ (0.24)
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	29,801,836	15,687,044	2,135,806
Convertible preferred stock Series B
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	26,497,570	12,987,013	0
Restricted stock awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,121,019	1,299,770	1,157,563
Outstanding stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	771,409	752,499	978,243
Restricted stock unit awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	1,393,910	616,141	0
Performance stock unit awards
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Antidilutive securities excluded from computation of earnings per share (in shares)	17,928	31,621	0

Restructuring - Narrative (Details) $ in Thousands	1 Months Ended	12 Months Ended
Restructuring - Narrative (Details) $ in Thousands	Dec. 31, 2018 position	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)
Restructuring and Related Activities [Abstract]
Number of positions eliminated \| position	240
Number of positions eliminated, percentage	24.00%
Restructuring expenses \| $		$ 0	$ 8,543

Income Taxes - Reconciliation of unrecognized tax benefits (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Reconciliation of Unrecognized Tax Benefits, Excluding Amounts Pertaining to Examined Tax Returns [Roll Forward]
Unrecognized tax benefits, beginning of period	$ 477	$ 627	$ 938
Gross increases - tax positions in current period	20	0	56
Decreases in prior year positions	(28)	(150)	(367)
Unrecognized tax benefits, end of period	$ 469	$ 477	$ 627

Net Loss Per Common Share

12 Months Ended

Dec. 31, 2021

Earnings Per Share [Abstract]

Basic and Diluted Net Loss Per Common Share

Net Loss Per Common Share

Net loss per common share is calculated using two methods: basic and diluted.

Basic Net Loss Per Common Share


	Year ended December 31,
	2021		2020		2019
Net loss	$	(10,285)	$	(49,284)	$	(25,580)
Adjustments to reconcile to net loss available to common stockholders:
Accumulated dividend on convertible preferred stock Series B	5,210		2,016		—
Amortization of beneficial conversion feature	—		31,110		—
Accretion of increasing-rate dividend feature	926		918		—
Total adjustments	6,136		34,044		—
Net loss available to common stockholders	$	(16,421)	$	(83,328)	$	(25,580)
Weighted average common shares outstanding	110,353,406		108,257,112		106,946,384
Basic net loss per common share	$	(0.15)	$	(0.77)	$	(0.24)

Diluted Net Loss Per Common Share

The following table sets forth the computation of basic and diluted net loss per common share (in thousands, except share and per-share amounts):


	Year ended December 31,
	2021		2020		2019
Net loss available to common stockholders	$	(16,421)	$	(83,328)	$	(25,580)
Dividends on convertible preferred stock Series B	6,136		34,044		—
Numerator - net loss available to common stockholders adjusted for hypothetical conversion of Series B Convertible Preferred Stock (a)	$	(16,421)	$	(83,328)	$	(25,580)


Denominator - weighted average common shares outstanding adjusted for potential common shares (b)	110,353,406		108,257,112		106,946,384
Diluted net loss per common share	$	(0.15)	$	(0.77)	$	(0.24)


	Year ended December 31,
	2021	2020	2019
Convertible preferred stock Series B	26,497,570	12,987,013	—
Restricted stock awards	1,121,019	1,299,770	1,157,563
Outstanding stock options	771,409	752,499	978,243
Restricted stock unit awards	1,393,910	616,141	—
Performance stock unit awards	17,928	31,621	—
Potential common shares	29,801,836	15,687,044	2,135,806