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Mimedx Group, Inc. – ‘10-K’ for 12/31/15 – ‘R19’

On:  Monday, 2/29/16, at 4:25pm ET   ·   For:  12/31/15   ·   Accession #:  1376339-16-138   ·   File #:  1-35887

Previous ‘10-K’:  ‘10-K’ on 3/13/15 for 12/31/14   ·   Next:  ‘10-K/A’ on 2/22/17 for 12/31/15   ·   Latest:  ‘10-K’ on 2/28/24 for 12/31/23   ·   4 References:   

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  As Of               Filer                 Filing    For·On·As Docs:Size

 2/29/16  Mimedx Group, Inc.                10-K       12/31/15   84:7.4M

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML    787K 
 2: EX-21.1     Subsidiaries List                                   HTML     22K 
 3: EX-23.1     Consent of Experts or Counsel                       HTML     24K 
 4: EX-31.1     Certification -- §302 - SOA'02                      HTML     30K 
 5: EX-31.2     Certification -- §302 - SOA'02                      HTML     30K 
 6: EX-32.1     Certification -- §906 - SOA'02                      HTML     25K 
 7: EX-32.2     Certification -- §906 - SOA'02                      HTML     25K 
14: R1          Document and Entity Information                     HTML     51K 
15: R2          Consolidated Balance Sheets                         HTML    100K 
16: R3          Consolidated Balance Sheets (Parenthetical)         HTML     46K 
17: R4          Consolidated Statements of Operations               HTML     75K 
18: R5          Consolidated Statements of Stockholders' Equity     HTML    106K 
19: R6          Consolidated Statements of Stockholders' Equity     HTML     27K 
                (Parenthetical)                                                  
20: R7          Consolidated Statements of Cash Flows               HTML    108K 
21: R8          Nature of Business                                  HTML     28K 
22: R9          Significant Accounting Policies                     HTML     66K 
23: R10         Liquidity and Capital Resources                     HTML     28K 
24: R11         Cash Equivalents and Short Term Investments         HTML     26K 
25: R12         Inventories                                         HTML     37K 
26: R13         Investments                                         HTML     25K 
27: R14         Property and Equipment                              HTML     41K 
28: R15         Intangible Assets and Royalty Agreement             HTML     63K 
29: R16         Long-Term Debt                                      HTML     33K 
30: R17         Net Income (loss) Per Share                         HTML     50K 
31: R18         Common Stock Placements                             HTML     32K 
32: R19         Equity                                              HTML    138K 
33: R20         Income Taxes                                        HTML     92K 
34: R21         Supplemental Disclosure of Cash Flow and Non-Cash   HTML     54K 
                Investing and Financing Activities                               
35: R22         401k Plan                                           HTML     29K 
36: R23         Commitments and Contingencies                       HTML     63K 
37: R24         Quarterly Financial Data (Unaudited)                HTML     93K 
38: R25         Subsequent Events                                   HTML     28K 
39: R26         Schedule II - Valuation and Qualifying Accounts     HTML     71K 
40: R27         Significant Accounting Policies (Policies)          HTML    129K 
41: R28         Inventories (Tables)                                HTML     36K 
42: R29         Property and Equipment (Tables)                     HTML     38K 
43: R30         Intangible Assets and Royalty Agreement (Tables)    HTML     63K 
44: R31         Net Income (loss) Per Share (Tables)                HTML     51K 
45: R32         Equity (Tables)                                     HTML    137K 
46: R33         Income Taxes (Tables)                               HTML     86K 
47: R34         Supplemental Disclosure of Cash Flow and Non-Cash   HTML     53K 
                Investing and Financing Activities (Tables)                      
48: R35         Commitments and Contingencies (Tables)              HTML     31K 
49: R36         Quarterly Financial Data (Unaudited) (Tables)       HTML     91K 
50: R37         Nature of Business (Details)                        HTML     25K 
51: R38         Significant Accounting Policies (Details)           HTML     65K 
52: R39         Liquidity and Capital Resources (Details)           HTML     46K 
53: R40         Cash Equivalents and Short Term Investments         HTML     33K 
                (Details)                                                        
54: R41         Inventories (Details)                               HTML     37K 
55: R42         Investments (Details)                               HTML     27K 
56: R43         Property and Equipment (Details)                    HTML     51K 
57: R44         Intangible Assets and Royalty Agreement Intangible  HTML     88K 
                Asssets Activity Summary (Details)                               
58: R45         Intangible Assets and Royalty Agreement Expected    HTML     39K 
                Future Amortization of Intangible Assets (Details)               
59: R46         Long-Term Debt (Details)                            HTML     79K 
60: R47         Net Income (loss) Per Share Computation of Basic    HTML     50K 
                and Dilutive Net Loss per Share (Details)                        
61: R48         Net Income (loss) Per Share Summary of              HTML     35K 
                Antidilutive Securities (Details)                                
62: R49         Common Stock Placements (Details)                   HTML     33K 
63: R50         Equity Narrative (Details)                          HTML     83K 
64: R51         Equity Activity of Stock Options (Details)          HTML     78K 
65: R52         Equity Exercise Price Ranges (Details)              HTML     75K 
66: R53         Equity Summary of Unvested Stock Options (Details)  HTML     43K 
67: R54         Equity Assumptions (Details)                        HTML     40K 
68: R55         Equity Summary of Restricted Stock Awards           HTML     48K 
                (Details)                                                        
69: R56         Equity Recognized Stock-Based Compensation          HTML     33K 
                (Details)                                                        
70: R57         Income Taxes Deferred Tax Assets and Liabilities    HTML     51K 
                (Details)                                                        
71: R58         Income Taxes Reconciliation of the Federal          HTML     47K 
                Statutory Income Tax (Details)                                   
72: R59         Income Taxes Schedule of current and deferred       HTML     49K 
                income tax expense (Benefit) (Details)                           
73: R60         Income Taxes Reconciliation of unrecognized tax     HTML     28K 
                benefits (Details)                                               
74: R61         Income Taxes Narrative (Details)                    HTML     50K 
75: R62         Supplemental Disclosure of Cash Flow and Non-Cash   HTML     61K 
                Investing and Financing Activities (Details)                     
76: R63         401k Plan (Details)                                 HTML     36K 
77: R64         Commitments and Contingencies Estimated Annual      HTML     34K 
                Lease, Royalty, and Employment Agreement Expenses                
                (Details)                                                        
78: R65         Commitments and Contingencies Narrative (Details)   HTML     65K 
79: R66         Quarterly Financial Data (Unaudited) (Details)      HTML     46K 
80: R67         Subsequent Events (Details)                         HTML     42K 
81: R68         Schedule II - Valuation and Qualifying Accounts     HTML     40K 
                (Details)                                                        
83: XML         IDEA XML File -- Filing Summary                      XML    142K 
82: EXCEL       IDEA Workbook of Financial Reports                  XLSX     93K 
 8: EX-101.INS  XBRL Instance -- mdxg-20151231                       XML   1.89M 
10: EX-101.CAL  XBRL Calculations -- mdxg-20151231_cal               XML    205K 
11: EX-101.DEF  XBRL Definitions -- mdxg-20151231_def                XML    539K 
12: EX-101.LAB  XBRL Labels -- mdxg-20151231_lab                     XML   1.71M 
13: EX-101.PRE  XBRL Presentations -- mdxg-20151231_pre              XML    937K 
 9: EX-101.SCH  XBRL Schema -- mdxg-20151231                         XSD    149K 
84: ZIP         XBRL Zipped Folder -- 0001376339-16-000138-xbrl      Zip    224K 


‘R19’   —   Equity


This is an IDEA Financial Report.  [ Alternative Formats ]



 
v3.3.1.900
Equity
12 Months Ended
Disclosure of Compensation Related Costs, Share-based Payments [Abstract]  
Equity
Equity
Stock Incentive Plans 
The Company has three share-based compensation plans: the MiMedx Group, Inc. Assumed 2006 Stock Incentive Plan (the “2006 Plan”), the MiMedx Inc. 2007 Assumed Stock Plan (the “Assumed 2007 Plan”) and the MiMedx Group Inc. Amended and Restated Assumed 2005 Stock Plan (the “Assumed 2005 Plan”) which provide for the granting of qualified incentive and non-qualified stock options, stock appreciation awards and restricted stock awards to employees, directors, consultants and advisors. The awards are subject to a vesting schedule as set forth in each individual agreement. The Company intends to use only the 2006 Plan to make future grants. The number of assumed options under the Assumed 2005 Plan and Assumed 2007 Plan outstanding at December 31, 2015, totaled 70,000.  The maximum number of shares of common stock that can be issued under the 2006 Plan total 26,500,000 at December 31, 2015.
Activity with respect to the stock options is summarized as follows:
 
Number of
Shares
 
Weighted-
Average
Exercise
Price
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Aggregate
Intrinsic
Value
Outstanding at January 1, 2015
16,474,227

 
$
3.43

 
 
 
 
Granted
75,100

 
$
9.66

 
 
 
 
Exercised
(2,220,881
)
 
$
2.08

 
 
 
 
Unvested options forfeited
(239,322
)
 
$
6.66

 
 
 
 
Vested options expired
(69,495
)
 
$
2.61

 
 
 
 
Outstanding at December 31, 2015
14,019,629

 
$
3.62

 
6.5
 
$
80,740,577

10,951,694

 
$
2.80

 
6.2
 
$
71,955,234

Vested or expected to vest at December 31, 2015 (a)
13,917,122

 
$
3.60

 
6.5
 
$
80,496,150

(a)
Includes forfeiture adjusted unvested shares.
The intrinsic value of the options exercised during the years ended December 31, 2015, 2014 and 2013 were approximately $17,181,000, $10,566,000, and $8,864,000, respectively.
The intrinsic value of options vested during the years ended December 31, 2015, 2014 and 2013 were approximately $10,044,000, $6,615,000, and $3,351,000, respectively.

Following is a summary of stock options outstanding and exercisable at December 31, 2015:
 
Options Outstanding
 
Options Exercisable
Range of Exercise Prices
Number outstanding
 
Weighted-
Average
Remaining
Contractual
Term
(in years)
 
Weighted-
Average
Exercise
Price
 
Number Exercisable
 
Weighted-
Average
Exercise Price
$0.50 - $0.76
441,429

 
3.4
 
$
0.72

 
441,429

 
$
0.72

$0.87 - $1.35
4,783,304

 
5.7
 
1.19

 
4,783,304

 
1.19

$1.40 - $2.45
1,641,928

 
5.1
 
1.93

 
1,641,928

 
1.93

$2.66 - $3.99
957,454

 
6.8
 
3.05

 
907,452

 
3.00

$4.19 - $6.38
3,552,323

 
7.4
 
5.35

 
2,229,386

 
5.32

$6.45- $9.78
2,527,525

 
8.1
 
7.29

 
914,703

 
7.18

  $9.90 - $10.99
115,666

 
8.9
 
10.43

 
33,492

 
10.50

 
14,019,629

 
6.5
 
$
3.62

 
10,951,694

 
$
2.80

 
A summary of the status of the Company’s unvested stock options as of December 31, 2015 is presented below:
Unvested Stock Options
Number of
Shares
 
Weighted-
Average
Grant Date Fair Value
Unvested at January 1, 2015
7,193,577

 
$
3.08

Granted
75,100

 
$
5.15

Cancelled
(239,322
)
 
$
3.79

Vested
(3,961,420
)
 
$
2.53

Unvested at December 31, 2015
3,067,935

 
$
3.81



Total unrecognized compensation expense at December 31, 2015, was approximately $6,241,000 and will be charged to expense through March 2017.
The fair value of the options granted was estimated on the date of grant using the Black-Scholes-Merton option-pricing model that uses assumptions for expected volatility, expected dividends, expected term, and the risk-free interest rate.  Expected volatilities are based on historical volatility of peer companies and other factors estimated over the expected term of the options.  The term of employee options granted is derived using the “simplified method” which computes expected term as the midpoint between the weighted average time to vesting and the contractual maturity. The simplified method was used due to the Company’s lack of sufficient historical data to provide a reasonable basis upon which to estimate the expected term due to the limited period of time its equity shares have been publicly traded.  The term for non-employee options is generally based upon the contractual term of the option.  The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the period of the expected term or contractual term as described.
The assumptions used in calculating the fair value of options using the Black-Scholes-Merton option-pricing model are set forth in the following table:
 
Year ended December 31,
 
2015
 
2014
 
2013
Expected volatility
54.35 - 58.14%

 
58.14 - 64.50%

 
61.41 - 64.77%

Expected life (in years)
6

 
6

 
6

Expected dividend yield

 

 

Risk-free interest rate
1.51 - 1.68%

 
1.64 - 1.96%

 
0.85 - 1.88%


The weighted-average grant date fair value for options granted during the years ended December 31, 2015, 2014 and 2013 were approximately $5.15, $4.18 and $3.08, respectively.
Restricted Stock Awards
Following is summary information for restricted stock awards for the year ended December 31, 2015. Shares vest over a one to three year period. As of December 31, 2015, there was approximately $16,606,000 of total unrecognized stock-based compensation related to time-based, non-vested restricted stock.  That expense is expected to be recognized on a straight-line basis over a weighted-average period of 2.1 years.
Additionally, during the twelve months ended December 31, 2015, 5,172 shares of common stock valued at approximately $57,000 were issued under the 2006 Plan to a consultant in return for services performed.
 
 
Number of
Shares
 
Weighted-Average Grant Date
Fair Value
Unvested at January 1, 2015
 
1,228,898

 
$
7.16

Granted
 
1,974,259

 
$
9.80

Vested
 
(517,883
)
 
$
6.90

Forfeited
 
(72,007
)
 
$
9.77

Unvested at December 31, 2015
 
2,613,267

 
$
9.14



For the years ended December 31, 2015, 2014, and 2013 the Company recognized stock-based compensation as follows (in thousands):  
 
Year Ended December 31,
 
2015
 
2014
 
2013
Cost of sales
$
352

 
$
322

 
$
279

Research and development
790

 
660

 
417

Selling, general and administrative
15,754

 
10,471

 
5,314

 
$
16,896

 
$
11,453

 
$
6,010


Warrants
On November 18, 2015, 42,400 common stock warrants representing the balance remaining from those granted in connection with equity share purchases by investors as an additional incentive for providing long - term equity capital to the Company and as additional compensation to consultants and advisors were exercised at an exercise price of $1.09.  The warrants were granted at negotiated prices in connection with the equity share purchases and at the market price of the common stock in other instances.  The warrants were issued for terms of five years.
Treasury Stock
On May 12, 2014, our Board of Directors authorized the repurchase of up to $10 million of our common stock from time to time, through December 31, 2014. The Board subsequently extended the program until December 31, 2016. In December 2014, the Board increased the authorization to $20 million and further increased the authorization in 2015 to $60 million. The timing and amount of repurchases will depend upon the Company's stock price, economic and market conditions, regulatory requirements, and other corporate considerations. The Company may initiate, suspend or discontinue purchases under the stock repurchase program at any time.
For the year ended December 31, 2015, the Company purchased approximately 4,610,000 shares of its common stock for an aggregate purchase price of approximately $40,143,000 exclusive of commissions of approximately $136,000. As of December 31, 2015, the Company had approximately $14,274,000 remaining under the repurchase program.

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
12/31/1610-K,  5
Filed on:2/29/164
For Period end:12/31/1510-K/A,  5
11/18/15
1/1/15
12/31/1410-K,  5,  8-K,  ARS
5/12/1410-Q
12/31/1310-K,  10-K/A
 List all Filings 


4 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/25/17  SEC                               UPLOAD9/28/17    1:41K  Mimedx Group, Inc.
 1/09/17  SEC                               UPLOAD9/28/17    1:41K  Mimedx Group, Inc.
12/06/16  SEC                               UPLOAD9/28/17    1:139K Mimedx Group, Inc.
10/31/16  SEC                               UPLOAD9/28/17    1:169K Mimedx Group, Inc.
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Filing Submission 0001376339-16-000138   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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