Reports Second Quarter
Reiterates Full Year Financial Outlook on a Standalone Basis
Announces Plans to Acquire Sanara MedTech
Management to Host Conference Call Today,
"Early in the second quarter, we took swift action to right-size our expense structure for the current market environment, which yielded improving results throughout the quarter, putting us on a path back to profitability for the second half of the year. We're encouraged by our sequential progress in the near-term, and our teams continue to excel at achieving our strategic objectives. To that end, we are reiterating our full-year 2026 net sales guidance range of
Second Quarter 2026 Results Discussion
Gross Profit and Margin
Gross profit for the three months ended
Operating Expenses
Selling, general and administrative ("SG&A") expenses for the three months ended
Research and development ("R&D") expenses for the three months ended
Net (Loss) Income
Net loss for the three months ended
Cash and Cash Equivalents
As of
Under the terms of the agreement, Sanara shareholders will receive
The transaction has been unanimously approved by the board of directors of both companies and is expected to close by the end of the year, subject to approval by Sanara shareholders, the receipt of required regulatory approvals and other customary closing conditions.
Financial Outlook
For 2026,
Longer-term, the Company continues to expect to achieve annual net sales growth in the low double-digits with an adjusted EBITDA margin above 20%.
Conference Call and Webcast
Webcast: Click here
U.S. Investors: 877-407-6184
Conference ID: 13761338
A replay of the webcast will be available for approximately 30 days on the Company’s website at www.mimedx.com following the conclusion of the event.
Important Cautionary Statement
This press release includes forward-looking statements, including statements regarding (i) our 2026 and longer term financial goals and expectations for future financial results, including revenue, net sales growth and Adjusted EBITDA margin; (ii) growth opportunities, including in the Surgical setting; (iii) the continued impact of the Medicare reimbursement changes on our Wound Business; ; (iv) the impact of our restructuring and cost reduction initiatives, including expected cost savings, on our future profitability and growth; and (v) our agreement to acquire Sanara, including the expected benefits of the acquisition, expected closing date and the funding sources for the acquisition consideration.. Additional forward-looking statements may be identified by words such as "believe," "expect," "may," "plan," “goal,” “outlook,” "potential," "will," "preliminary," and similar expressions, and are based on management's current beliefs and expectations.
Forward-looking statements are subject to risks and uncertainties, and the Company cautions investors against placing undue reliance on such statements. Actual results may differ materially from those set forth in the forward-looking statements. Factors that could cause actual results to differ from expectations include: (i) future sales are uncertain and are affected by competition, access to customers, patient access to healthcare providers, the new reimbursement environment, which introduced tighter coverage parameters, lower reimbursement levels in certain categories, and incremental administrative complexity for providers and many other factors; (ii) the Company may change its plans due to unforeseen or evolving circumstances and market response to the reimbursement rules; (iii) the results of scientific research are uncertain and may have little or no value; (iv) our ability to sell our products in other countries depends on a number of factors including adequate levels of reimbursement, market acceptance of novel therapies, and our ability to build and manage a direct sales force or third party distribution relationship; (v) the effectiveness of amniotic tissue as a therapy for particular indications or conditions is the subject of further scientific and clinical studies; (vi) we may alter the timing and amount of planned expenditures for research and development based on regulatory developments; (vii) Medicare spending; (viii) changes in the size of the addressable market for our products and (ix) the inability of the Company to successfully or timely consummate the acquisition of Sanara or, if consummated, failure to realize the anticipated benefits of the acquisition of Sanara. The Company describes additional risks and uncertainties in the Risk Factors section of its most recent annual report and quarterly reports filed with the Securities and Exchange Commission. Any forward-looking statements speak only as of the date of this press release and the Company assumes no obligation to update any forward-looking statement.
Important Information and Where to Find It
In connection with the proposed transaction,
Participants in the Solicitation
Sanara,
No Offer or Solicitation
This communication does not constitute an offer to sell or the solicitation of an offer to subscribe for or buy any securities or a solicitation of any vote or approval with respect to the proposed transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.
About
Contact:
Investor Relations
470.304.7291
mnotarianni@mimedx.com
Selected Unaudited Financial Information
| Condensed Consolidated Balance Sheets | |||||
| (in thousands) Unaudited | |||||
2026 | 2025 | ||||
| ASSETS | |||||
| Current assets: | |||||
| Cash and cash equivalents | $ | 135,839 | $ | 166,121 | |
| Accounts receivable, net | 41,297 | 75,707 | |||
| Inventory | 20,931 | 25,340 | |||
| Other current assets | 7,298 | 10,303 | |||
| Total current assets | 205,365 | 277,471 | |||
| Property and equipment, net | 4,914 | 4,713 | |||
| Deferred tax asset, net | 27,295 | 19,596 | |||
| 19,441 | 19,441 | ||||
| Intangible assets, net | 12,086 | 14,158 | |||
| Other assets | 11,897 | 7,274 | |||
| Total assets | $ | 280,998 | $ | 342,653 | |
| LIABILITIES AND STOCKHOLDERS’ EQUITY | |||||
| Current liabilities: | |||||
| Current portion of long term debt | $ | 1,500 | $ | 1,500 | |
| Accounts payable | 8,293 | 14,528 | |||
| Accrued compensation | 13,175 | 31,065 | |||
| Accrued expenses | 11,140 | 11,383 | |||
| Other current liabilities | 4,390 | 5,790 | |||
| Total current liabilities | 38,498 | 64,266 | |||
| Long term debt, net | 15,706 | 16,467 | |||
| Other liabilities | 10,791 | 5,372 | |||
| Total liabilities | 64,995 | 86,105 | |||
| Total stockholders' equity | 216,003 | 256,548 | |||
| Total liabilities and stockholders’ equity | $ | 280,998 | $ | 342,653 | |
| Condensed Consolidated Statements of Operations | |||||||||||||||
| (in thousands, except share and per share amounts) Unaudited | |||||||||||||||
| Three Months Ended | Six Months Ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net sales | $ | 64,362 | $ | 98,605 | $ | 123,353 | $ | 186,810 | |||||||
| Cost of sales | 19,981 | 18,681 | 37,348 | 35,239 | |||||||||||
| Gross profit | 44,381 | 79,924 | 86,005 | 151,571 | |||||||||||
| Operating expenses: | |||||||||||||||
| Selling, general and administrative | 59,779 | 64,151 | 113,010 | 124,120 | |||||||||||
| Research and development | 2,777 | 3,303 | 6,917 | 6,632 | |||||||||||
| Amortization of intangible assets | 291 | 100 | 592 | 199 | |||||||||||
| Operating income | (18,466 | ) | 12,370 | (34,514 | ) | 20,620 | |||||||||
| Other expense, net | |||||||||||||||
| Interest income, net | 788 | 738 | 1,673 | 1,244 | |||||||||||
| Other expense, net | (102 | ) | (101 | ) | (270 | ) | (247 | ) | |||||||
| (Loss) income before income tax | (17,780 | ) | 13,007 | (33,111 | ) | 21,617 | |||||||||
| Income tax benefit (provision) | 2,940 | (3,389 | ) | 7,411 | (4,978 | ) | |||||||||
| Net (loss) income | $ | (14,840 | ) | $ | 9,618 | $ | (25,700 | ) | $ | 16,639 | |||||
| Basic net (loss) income per common share | $ | (0.10 | ) | $ | 0.07 | $ | (0.17 | ) | $ | 0.11 | |||||
| Diluted net (loss) income per common share | $ | (0.10 | ) | $ | 0.06 | $ | (0.17 | ) | $ | 0.11 | |||||
| Weighted average common shares outstanding - basic | 147,795,741 | 147,761,332 | 148,119,083 | 147,518,179 | |||||||||||
| Weighted average common shares outstanding - diluted | 147,795,741 | 149,317,281 | 148,119,083 | 149,529,544 | |||||||||||
| Condensed Consolidated Statements of Cash Flows | |||||||
| (in thousands) Unaudited | |||||||
| Six Months Ended | |||||||
| 2026 | 2025 | ||||||
| Net cash flows (used in) provided by operating activities | (8,136 | ) | 19,718 | ||||
| Net cash flows used in investing activities | (6,277 | ) | (1,293 | ) | |||
| Net cash flows used in financing activities | (15,869 | ) | (3,972 | ) | |||
| Net change in cash | $ | (30,282 | ) | $ | 14,453 | ||
Reconciliation of Non-GAAP Measures
In addition to our GAAP results, we provide certain non-GAAP measures including Adjusted EBITDA and related margins, Free Cash Flow, Adjusted Gross Profit, Adjusted Gross Margin, Adjusted Net Income, and Adjusted Earnings Per Share ("Adjusted EPS"). We believe that the presentation of these measures provides important supplemental information to management and investors regarding our performance. These measures are not a substitute for GAAP measures. Company management uses these non-GAAP measures as aids in monitoring our ongoing financial performance from quarter-to-quarter and year-to-year on a regular basis and for benchmarking against comparable companies.
These non-GAAP financial measures reflect the exclusion of the following items:
- Share-based compensation - expense recognized related to awards to employees and our board of directors issued pursuant to our share-based compensation plans. This expense is reflected amongst cost of sales, research and development expense, and selling, general, and administrative expense in the unaudited condensed consolidated statements of operations.
- Amortization of acquired intangible assets - reflects amortization expense recognized solely related to assets which were acquired as part of a transaction. These expenses are generally reflected in cost of sales in our unaudited condensed consolidated statements of operations.
- Transaction-related expenses – reflects expenses incrementally incurred resulting from the consummation of material strategic transactions or the integration of acquired assets or operations into our core business. These expenses are generally reflected in selling, general and administrative expense and other expense, net in our unaudited condensed consolidated statements of operations.
- Strategic legal and regulatory expenses - relates to litigation and regulatory expenses deemed strategically important to our operations. Litigation expenses primarily relate to legal fees incurred and relate to suits filed against former employees and their employers for violation of non-compete and non-solicitation agreements and certain patent infringement matters. Regulatory expenses relate to legal fees incurred stemming from action taken against the
United States Food & Drug Administration ("FDA") surrounding the designation of one of our products. These expenses are generally reflected in selling, general and administrative expense in our unaudited condensed consolidated statements of operations. - Reorganization expense - expenses incurred toward the realignment of our operating strategy. These expenses relate to severance expenses related to certain executive leaders and other employment actions, including the implementation of our cost reduction initiative during the second quarter of 2026. These expenses are reflected as a component of cost of sales, selling, general and administrative expense, and research and development expense in the unaudited condensed consolidated statements of operations.
- Strategic software implementation costs - incremental expenses incurred toward the implementation of software as a service arrangements which are not capitalizable under GAAP and are determined to be material to the Company's core operations. These expenses are reflected in the caption of the unaudited condensed consolidated statements of operations which is commensurate with the intended use of the software. For the quarter ended
June 30, 2026 , this is primarily cost of sales. - Long-term effective income tax rate adjustment - for purposes of calculating Adjusted Net Income and Adjusted Earnings Per Share, reflects our expectation of a long-term effective tax rate, which is normalized and balance sheet-agnostic. Actual tax expense will be based on GAAP earnings, and may differ from the expected long-term effective tax rate due to a variety of factors, including the tax treatment of various transactions included in GAAP net income and other reconciling items that are excluded in determining Adjusted Net Income and Adjusted EPS. The actual long-term normalized effective tax rate was 25% for each of the quarters ended
June 30, 2026 and 2025.
Adjusted EBITDA and Adjusted EBITDA margin
Adjusted EBITDA consists of GAAP net (loss) income excluding (i) strategic legal and regulatory expenses, (ii) reorganization expenses, (iii) amortization of intangible assets, (iv) share-based compensation expense (reversal), (v) depreciation expense, (vi) strategic software implementation costs, (vii) transaction-related expenses, (viii) interest income, net, and (ix) income tax provision (benefit) expense.
A reconciliation of GAAP net income to Adjusted EBITDA and the calculation of Adjusted EBITDA margin appears in the table below (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net (loss) income | $ | (14,840 | ) | $ | 9,618 | $ | (25,700 | ) | $ | 16,639 | |||||
| Non-GAAP Adjustments: | |||||||||||||||
| Strategic legal and regulatory expenses | 3,874 | 2,530 | 8,429 | 4,175 | |||||||||||
| Reorganization expenses | 3,815 | 826 | 3,815 | 826 | |||||||||||
| Amortization of intangible assets | 1,091 | 2,606 | 2,180 | 5,252 | |||||||||||
| Share-based compensation expense (reversal) | 903 | 4,754 | (793 | ) | 9,014 | ||||||||||
| Depreciation expense | 440 | 563 | 968 | 1,120 | |||||||||||
| Strategic software implementation costs | 354 | — | 354 | — | |||||||||||
| Transaction-related expenses | (30 | ) | 633 | 146 | 640 | ||||||||||
| Interest income, net | (788 | ) | (738 | ) | (1,673 | ) | (1,244 | ) | |||||||
| Income tax provision (benefit) expense | (2,940 | ) | 3,389 | (7,411 | ) | 4,978 | |||||||||
| Adjusted EBITDA | $ | (8,121 | ) | $ | 24,181 | $ | (19,685 | ) | $ | 41,400 | |||||
| Adjusted EBITDA margin | (12.6)% | 24.5 | % | (16.0)% | 22.2 | % | |||||||||
Adjusted Net Income
Adjusted Net Income provides a view of our operating performance, exclusive of certain items which are non-recurring or not reflective of our core operations.
Adjusted Net Income is defined as GAAP net (loss) income plus (i) strategic legal and regulatory expenses, (ii) reorganization expenses, (iii) amortization of acquired intangible assets, (iv) strategic software implementation costs, (v) transaction-related expenses, and (vi) long-term effective income tax rate adjustment.
A reconciliation of GAAP net income to Adjusted Net Income appears in the table below (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net (loss) income | $ | (14,840 | ) | $ | 9,618 | $ | (25,700 | ) | $ | 16,639 | |||||
| Strategic legal and regulatory expenses | 3,874 | 2,530 | 8,429 | 4,175 | |||||||||||
| Reorganization expenses | 3,815 | 826 | 3,815 | 826 | |||||||||||
| Amortization of acquired intangible assets | 799 | 2,506 | 1,599 | 5,053 | |||||||||||
| Strategic software implementation costs | 354 | — | 354 | — | |||||||||||
| Transaction-related expenses | (30 | ) | 633 | 146 | 640 | ||||||||||
| Long-term effective income tax rate adjustment | (698 | ) | (1,487 | ) | (2,719 | ) | (3,100 | ) | |||||||
| Adjusted net (loss) income | $ | (6,726 | ) | $ | 14,626 | $ | (14,076 | ) | $ | 24,233 | |||||
A reconciliation of various line items included in our GAAP unaudited condensed consolidated statements of operations to Adjusted Net Income for the three months ended
| Three Months Ended | |||||||||||||||
| Gross Profit | Selling, General & Administrative Expense | Research and Development Expense | Net Loss | ||||||||||||
| Reported GAAP Measure | $ | 44,381 | $ | 59,779 | $ | 2,777 | $ | (14,840 | ) | ||||||
| Amortization of acquired intangible assets | 799 | — | — | 799 | |||||||||||
| Strategic legal and regulatory expenses | — | (3,874 | ) | — | 3,874 | ||||||||||
| Reorganization expenses | 1,901 | (1,808 | ) | (106 | ) | 3,815 | |||||||||
| Transaction related expenses | — | 30 | — | (30 | ) | ||||||||||
| Strategic software implementation costs | 354 | — | — | 354 | |||||||||||
| Long-term effective income tax rate adjustment | — | — | — | (698 | ) | ||||||||||
| Non-GAAP Measure | $ | 47,435 | $ | 54,127 | $ | 2,671 | $ | (6,726 | ) | ||||||
| Gross Profit Margin | 69.0 | % | |||||||||||||
| Gross Profit Margin, as adjusted | 73.7 | % | |||||||||||||
| Three months ended | ||||||||||||||
| Gross Profit | Selling, General & Administrative Expense | Research and Development Expense | Net Income | |||||||||||
| Reported GAAP Measure | $ | 79,924 | $ | 64,151 | $ | 3,303 | $ | 9,618 | ||||||
| Amortization of acquired intangible assets | 2,506 | — | — | 2,506 | ||||||||||
| Strategic legal and regulatory expenses | — | (2,530 | ) | — | 2,530 | |||||||||
| Transaction related expenses | — | (565 | ) | — | 633 | |||||||||
| Reorganization expense | — | (826 | ) | — | 826 | |||||||||
| Long-term effective income tax rate adjustment | — | — | — | (1,487 | ) | |||||||||
| Non-GAAP Measure | $ | 82,430 | $ | 60,230 | $ | 3,303 | $ | 14,626 | ||||||
| Gross Profit Margin | 81.1 | % | ||||||||||||
| Gross Profit Margin, as adjusted | 83.6 | % | ||||||||||||
| Six Months Ended | |||||||||||||||
| Gross Profit | Selling, General & Administrative Expense | Research and Development Expense | Net Income | ||||||||||||
| Reported GAAP Measure | $ | 86,005 | $ | 113,010 | $ | 6,917 | $ | (25,700 | ) | ||||||
| Amortization of acquired intangible assets | 1,599 | — | — | 1,599 | |||||||||||
| Strategic legal and regulatory expenses | — | (8,429 | ) | — | 8,429 | ||||||||||
| Reorganization expenses | 1,901 | (1,808 | ) | (106 | ) | 3,815 | |||||||||
| Transaction related expenses | — | (115 | ) | — | 146 | ||||||||||
| Strategic software implementation costs | 354 | — | — | 354 | |||||||||||
| Long-term effective income tax rate adjustment | — | — | — | (2,719 | ) | ||||||||||
| Non-GAAP Measure | 89,859 | $ | 102,658 | $ | 6,811 | $ | (14,076 | ) | |||||||
| Gross Profit Margin | 69.7 | % | |||||||||||||
| Gross Profit Margin, as adjusted | 72.8 | % | |||||||||||||
| Six Months Ended | ||||||||||||||
| Gross Profit | Selling, General & Administrative Expense | Research and Development Expense | Net Income | |||||||||||
| Reported GAAP Measure | $ | 151,571 | $ | 124,120 | $ | 6,632 | $ | 16,639 | ||||||
| Amortization of acquired intangibles | 5,053 | — | — | 5,053 | ||||||||||
| Strategic legal and regulatory expenses | — | (4,175 | ) | — | 4,175 | |||||||||
| Transaction related expenses | — | (565 | ) | — | 640 | |||||||||
| Reorganization expense | — | (826 | ) | — | 826 | |||||||||
| Long-term effective income tax rate adjustment | — | — | — | (3,100 | ) | |||||||||
| Non-GAAP Measure | $ | 156,624 | $ | 118,554 | $ | 6,632 | $ | 24,233 | ||||||
| Gross Profit Margin | 81.1 | % | ||||||||||||
| Gross Profit Margin, as adjusted | 83.8 | % | ||||||||||||
Adjusted Earnings Per Share
Adjusted Earnings Per Share is intended to provide a normalized view of earnings per share by removing items that may be irregular, one-time, or non-recurring from net income. This enables us to identify underlying trends in our business that could otherwise be masked by such items. Adjusted Earnings Per Share consists of GAAP diluted net income per common share including adjustments for (i) amortization of acquired intangible assets, (ii) strategic legal and regulatory expenses, (iii) transaction-related expenses, and (iv) the long-term effective income tax rate adjustment.
A reconciliation of GAAP diluted earnings per share to Adjusted Earnings Per Share appears in the table below (per diluted share):
| Three Months Ended | Six Months Ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| GAAP net (loss) income per common share - diluted | $ | (0.10 | ) | $ | 0.06 | $ | (0.17 | ) | $ | 0.11 | |||||
| Amortization of acquired intangible assets | 0.01 | 0.02 | 0.01 | 0.03 | |||||||||||
| Strategic legal and regulatory expenses | 0.03 | 0.02 | 0.06 | 0.03 | |||||||||||
| Reorganization expenses | 0.03 | 0.01 | 0.03 | 0.01 | |||||||||||
| Long-term effective income tax rate adjustment | (0.02 | ) | (0.01 | ) | (0.02 | ) | (0.02 | ) | |||||||
| Adjusted Earnings Per Share | (0.05 | ) | 0.10 | (0.09 | ) | 0.16 | |||||||||
| Weighted average common shares outstanding - adjusted | 147,795,741 | 149,317,281 | 148,119,083 | 149,529,544 | |||||||||||
Free Cash Flow
Free Cash Flow is intended to provide a measure of our ability to generate cash in excess of capital investments. It provides management with a view of cash flows which can be used to finance operational and strategic investments.
Free Cash Flow is defined as net cash provided by operating activities less capital expenditures, including purchases of equipment.
A reconciliation of GAAP net cash flows provided by operating activities to Free Cash Flow appears in the table below (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||||||
| Net cash flows provided by operating activities | $ | (10,015 | ) | $ | 14,419 | $ | (8,136 | ) | $ | 19,718 | |||||
| Capital expenditures, including purchases of equipment | (598 | ) | (179 | ) | (1,168 | ) | (556 | ) | |||||||
| Free Cash Flow | $ | (10,613 | ) | $ | 14,240 | $ | (9,304 | ) | $ | 19,162 | |||||
Other Information
Below is a summary of net sales by product category (in thousands):
| Three Months Ended | Six Months Ended | ||||||||||
| 2026 | 2025 | 2026 | 2025 | ||||||||
| Surgical | $ | 39,297 | $ | 34,129 | $ | 75,671 | $ | 66,261 | |||
| Wound | 25,065 | 64,476 | 47,682 | 120,549 | |||||||
| Net sales | $ | 64,362 | $ | 98,605 | $ | 123,353 | $ | 186,810 | |||
