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Item 5. Market for Registrant’s Common Equity

2021-03-08 compared with 2020-07-06 · 27 added, 23 removed, 47 unchanged (52% of the section changed)

1 unchanged sentence

Market for Common Stock

Our Common Stock trades on the “over the counter” market operated by the OTC Markets Group Inc.

(the “ OTC Market ”) under the symbol “MDXG.” The OTC Market quotations reflect inter-dealer prices, without retail markup, mark-down or commission and may not represent actual transactions.

Previously, our Common Stock traded on Nasdaq under the symbol “MDXG.” Due to our inability to file periodic reports with the SEC, we were not able to comply with Nasdaq listing standards, and our Common Stock was suspended from trading on Nasdaq and subsequently delisted, effective on March 8, 2019.

Based upon information supplied from our transfer agent, there were approximately 1,179 shareholders of record of our Common Stock as of June 25, 2020 .

Our Common Stock trades on The Nasdaq Stock Market under the trading symbol “MDXG”.

Based upon information supplied from our transfer agent, there were approximately 912 shareholders of record of our Common Stock as of February 15, 2021.

We have not paid any cash dividends and do not anticipate paying any cash dividends on our Common Stock in the foreseeable future.

Information required by this Item regarding equity compensation plans is contained in our Proxy Statement under the caption “ Equity Compensation Plan Information ,” and is incorporated herein by reference.

Stock Performance Graph

5 unchanged sentences

The following table sets forth information regarding the purchases of the Company’s equity securities made by or on behalf of the Company or any affiliated purchaser (as defined in Rule 10b-18 under the Exchange Act) during the three-month period ended December 31, 2020.

Total Number of

Shares Purchased

Average Price Paid

Total Number of Shares Purchased as Part of Publicly Announced Plans

Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs

Period Total Number of

Shares Purchased Average Price Paid

per Share Total Number of Shares Purchased as Part of Publicly Announced Plans

or Programs Approximate Dollar Value of Shares that May Yet Be Purchased Under Plans or Programs

October 1, 2020 - October 31, 2020 15,031 $ 6.04 — $ —

2 unchanged sentences

Total for the quarter (1)

(1) Shares repurchased during the quarter include only shares surrendered by employees to satisfy tax withholding obligations upon vesting of restricted stock.

108,407 $ 6.46 — $ —

(1) Shares repurchased during the quarter include shares surrendered by employees to satisfy tax withholding obligations upon vesting of restricted stock as well as restricted stock yielded to the Company to exercise stock options.

Selected Financial Data

The selected consolidated financial data displayed below for the years ended December 31, 2020, 2019, and 2018 was derived from our audited consolidated financial statements for the three-year period ended December 31, 2020.

As described below, the selected financial data as of and for the years ended December 31, 2016 and 2015 have been derived from our restated audited consolidated financial statements, which reflect the impact of adjustments to, or restatement of, our previously filed financial information, including a January 1, 2014 cumulative effect adjustment to stockholders’ equity to correct for accounting errors in periods prior to January 1, 2014.

As described below, the selected financial data as of and for the year ended December 31, 2017 and 2016 have been derived from our restated audited consolidated financial statements, which reflect the impact of adjustments to, or restatement of, our previously-filed financial information.

The selected financial data set forth below is not necessarily indicative of results of future operations, and should be read in conjunction with Item 7, “ Management’s Discussion and Analysis of Financial Condition and Results of Operations ” and the Consolidated Financial Statements .

Year Ended December 31, in thousands

2020 (1) (3) (5)

Statement of Operations Data:

$ 248,234 $ 299,255 $ 359,111 $ 321,139 $ 221,712

Gross profit 208,904 256,174 322,725 285,920 190,774

Operating (loss) income

(45,398) (21,160) (3,924) 46,223 884

Net (loss) income

$ (49,284) $ (25,580) $ (29,979) $ 64,727 $ 390

Net (loss) income per common share - basic

$ (0.77) $ (0.24) $ (0.28) $ 0.61 $ 0.00

Net (loss) income per common share - diluted

(1) 2019 includes the adjustments discussed in Item 8, Note 3 “ Revenue Recognition.

(2) Includes the following:

Sales to external customers by Stability Biologics, LLC, our wholly-owned subsidiary acquired on January 13, 2016 and sold on September 30, 2017, were $ 7.0 million and $ 11.7 million during the years ended December 31, 2017 and 2016, respectively.

$ (0.77) $ (0.24) $ (0.28) $ 0.56 $ 0.00

(1) Includes the adjustments discussed in Item 8, Note 2 “ Significant Accounting Policies—Revenue Recognition ”

(2) Includes sales to external customers by Stability Biologics, LLC, our wholly-owned subsidiary acquired on January 13, 2016 and sold on September 30, 2017, were $7.0 million and $11.7 million during the years ended December 31, 2017 and 2016, respectively.

(3) Includes legal fees, forensic audit fees, and consulting fees relating to the Restatement;

and legal fees relating to the SEC Investigation, shareholder derivative lawsuits, and other litigation, as well as settlements made with former employees.

Investigation, restatement and related expenses were $66.5 million in 2019 as compared with $51.3 million in 2018;

As a result of the December 2018 broad-based organizational realignment, cost reduction and efficiency program, the Company incurred pre-tax charges of $ 6.1 million during 2018.

(4) Includes the following:

Loss on sale of Stability Biologics, LLC of $ 1.0 million recognized during the year ended December 31, 2017 and further discussed in Item 8, Note 4 “ Stability Biologics, LLC .”

and legal fees relating to the SEC Investigation, shareholder derivative lawsuits, as well as expenses paid under indemnification agreements with certain former members of management.

(4) Includes Loss on sale of Stability Biologics, LLC of $1.0 million recognized during the year ended December 31, 2017.

(5) Includes Loss on extinguishment of BT Term Loan of $8.2 million.

For information regarding the comparability of the financial data presented in the tables above and factors that may impact comparability of future results, see Item 7.

1 unchanged sentence

As of December 31, in thousands

2020 2019 2018 2017 2016

Balance Sheet Data:

Cash and cash equivalents $ 95,812 $ 69,069 $ 45,118 $ 27,476 $ 30,321

Short term investments

Accounts receivable, net 35,423 32,327 — — 1,927

4 unchanged sentences

Total current assets 160,617 123,245 74,049 48,747 59,474

Total assets $ 202,032 $ 167,166 $ 122,844 $ 121,255 $ 117,274

Current portion of long term debt $ — $ 3,750 $ — $ — $ —

4 unchanged sentences

Deferred tax liability — — — — 1,129

Income taxes — — — — 5,611

Other current liabilities 1,470 1,399 1,817 647 1,482

1 unchanged sentence

Long term liabilities $ 51,452 $ 65,446 $ 1,642 $ 1,648 $ 8,415

Convertible preferred stock 91,568 — — — —

Additional paid in capital 158,610 147,231 164,744 164,649 161,481

Accumulated deficit (151,424) (102,140) (76,560) (46,581) (111,308)

Total stockholders' equity

Total liabilities and stockholders' equity

Total stockholders’ (deficit) equity (150) 34,398 49,655 73,797 48,067

Total liabilities, convertible preferred stock, and stockholders’ (deficit) equity $ 202,032 $ 167,166 $ 122,844 $ 121,255 $ 117,274

Working capital $ 101,455 $ 55,923 $ 2,502 $ 2,937 $ (1,318)

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 5. Market for Registrant’s Common Equity