EX-99.1 3 a991.htm EXHIBIT 99.1 Exhibit


EXHIBIT 99.1

REPORT OF INDEPENDENT AUDITOR
The Board of Directors of Stability Inc.
Nashville, Tennessee
Report on the Financial Statements
We have audited the accompanying financial statements of Stability Inc. which comprise the balance sheets as of December 31, 2015 and 2014, and the related statements of operations, stockholders’ equity (deficit), and cash flows for the years then ended, and the related notes to the financial statements.
Management’s Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Stability Inc. as of December 31, 2015 and 2014, and the results of its operations and its cash flows for the years then ended in conformity with accounting principles generally accepted in the United States of America.

/s/ Cherry Bekaert LLP
Cherry Bekaert LLP

Atlanta, Georgia
March 31, 2016










STABILITY INC.
BALANCE SHEETS
 
 
December 31,
 
 
2015
 
2014
ASSETS
Current assets:
 
 
 
 
Cash and cash equivalents
 
$
100

 
$
98,584

Accounts receivable
 
2,106,288

 
4,485,739

Federal and state taxes receivable
 
27,712

 
123,039

Inventory, net
 
8,652,298

 
7,088,520

Deferred taxes
 
31,565

 
20,166

Prepaid expenses and other current assets
 
96,898

 
148,423

Total current assets
 
10,914,861

 
11,964,471

Property and equipment, net
 
1,214,097

 
1,031,559

Deferred taxes
 
148,985

 

Other assets
 
17,868

 
19,108

Total assets
 
$
12,295,811

 
$
13,015,138

LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
 
 
 
 
Accounts payable and accrued expenses
 
$
11,221,468

 
$
12,374,650

Notes payable - stock repurchase
 
95,000

 
210,000

Line of credit
 
437,000

 

Current portion of long -term obligations
 
194,086

 
185,052

Total current liabilities
 
11,947,554

 
12,769,702

Long - term debt, due after one year
 
560,063

 
754,149

Deferred taxes
 

 
188,259

Total liabilities
 
12,507,617

 
13,712,110

 
 
 
 
 
Stockholders’ equity (deficit):
 
 
 
 
Common stock (no par value) 1,500,000 shares authorized, 516,231 issued and 471,231 outstanding at December 31, 2015 and 378,000 issued and 288,000 outstanding at December 31, 2014
 



Treasury stock at cost: 45,000 shares at December 31,2015 and 90,000 shares at December 31, 2014
 
(300,000
)
 
(900,000
)
Additional paid - in capital
 
1,382,975

 
160,000

Retained earnings (accumulated deficit)
 
(1,294,781
)
 
43,028

Total stockholders’ equity (deficit)
 
(211,806
)
 
(696,972
)
Total liabilities and stockholders' equity (deficit)
 
$
12,295,811

 
$
13,015,138

The accompanying notes to the financial statements are an integral part of these statements.






STABILITY INC
STATEMENTS OF OPERATIONS
 
 
Year Ended December 31,
 
 
2015
 
2014
Revenues:
 
 
 
 
Product revenue, net
 
$
19,121,396

 
$
19,203,579

Commission revenue
 
541,667

 
2,378,861

   Other revenue
 
160,226

 
224,247

Total revenues
 
19,823,289

 
21,806,687

Cost of revenues
 
8,874,949

 
9,722,302

Gross Profit
 
10,948,340

 
12,084,385

General Operating and administrative expenses:
 
 
 
 
Distributor commissions
 
5,077,421

 
6,036,160

Compensation expenses
 
4,325,153

 
3,749,668

     Other operating expenses
 
2,593,352

 
2,233,396

Total general operating and administrative expenses
 
11,995,926

 
12,019,224

Income (loss) from operations
 
(1,047,586
)
 
65,161

Interest expense
 
(38,866
)
 
(71,456
)
Loss before income tax
 
(1,086,452
)
 
(6,295
)
Income tax expense (benefit)
 
(348,643
)
 
92,690

Net Loss
 
$
(737,809
)
 
$
(98,985
)
The accompanying notes to the financial statements are an integral part of these statements.







STABILITY INC
STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
YEARS ENDED DECEMBER 31, 2015 AND 2014

 
Common Stock
 
 
 
 
Shares
Amount
Treasury Stock
Additional Paid - in Capital
Retained Earnings (Accumulated Deficit)
Total
Balance, January 1, 2014
270,000

$

$
(900,000
)
$
40,000

$
142,013

$
(717,987
)
Conversion of debt to equity
18,000



120,000


120,000

Net loss




(98,985
)
(98,985
)
Balance, December 31, 2014
288,000


(900,000
)
160,000

43,028

(696,972
)
Issuance of common stock
60,003



400,020


400,020

Stock based compensation
123,228



822,955


822,955

Retirement of treasury stock


600,000


(600,000
)

Net loss




(737,809
)
(737,809
)
Balance, December 31, 2015
471,231

$

$
(300,000
)
$
1,382,975

$
(1,294,781
)
$
(211,806
)

The accompanying notes to the financial statements are an integral part of these statements.






















STABILITY INC.
STATEMENTS OF CASH FLOWS
 
 
Year Ended December 31,
 
 
2015
 
2014
Cash flows from operating activities:
 
 
 
 
Net loss
 
$
(737,809
)
 
$
(98,985
)
Adjustments to reconcile net loss to net cash flows from operating activities:
 
 
 
 
Depreciation
 
171,578

 
83,893

Stock based compensation
 
822,955

 

Deferred taxes
 
(348,643
)
 
168,093

Gain on disposal of property and equipment
 
(4,000
)
 

Increase (decrease) in cash resulting from changes in:
 
 
 
 
Accounts receivable
 
2,379,451

 
(500,206
)
Inventory
 
(1,563,778
)
 
(5,489,231
)
Federal and state taxes receivable
 
95,327

 
(90,767
)
Other assets
 
52,765

 
(26,400
)
Accounts payable
 
(1,448,059
)
 
8,042,883

Accrued expenses
 
294,877

 
(607,413
)
Net cash flows from operating activities
 
(285,336
)
 
1,481,867

Cash flows from investing activities:
 
 
 
 
Proceeds on sale of property and equipment
 
4,000

 

Purchases of property and equipment
 
(354,116
)
 
(1,012,573
)
Net cash flows from investing activities
 
(350,116
)
 
(1,012,573
)
Cash flows from financing activities:
 
 
 
 
Net borrowings (payments) on line of credit
 
437,000

 
(1,150,000
)
Principal payments on debt
 
(185,052
)
 
(60,799
)
   Issuance of common stock
 
400,020

 

   Borrowing proceeds of long term debt
 

 
1,000,000

   Payments on note payable - related party
 

 
(80,000
)
   Payments on note payable - stock repurchase
 
(115,000
)
 
(90,000
)
Net cash flows from financing activities
 
536,968

 
(380,799
)
Net change in cash and cash equivalents
 
(98,484
)
 
88,495

Cash and cash equivalents, beginning of year
 
98,584

 
10,089

Cash and cash equivalents, end of year
 
$
100

 
$
98,584

Supplemental disclosure of cash flow information:
 
 
 
 
Cash paid for interest
 
$
38,866

 
$
71,456

Conversion of related party note payable to equity
 
$

 
$
120,000

The accompanying notes to the financial statements are an integral part of these statements.







STABILITY INC.
NOTES TO FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2015 AND 2014



1.Nature of operations and summary of significant accounting policies

Stability Inc. (the "Company''), incorporated in 2011, provides surgeons, facilities, and distributors access to high-quality tissue and synthetic products. The Company's national tissue network provides access to a large volume of safe, high-quality tissue for transplant or research. The Company primarily operates out of Nashville, Tennessee, but has a small location in St. Louis, Missouri and a processing facility in San Antonio, Texas that began processing tissue products in 2015.

Basis of Accounting - The financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”). The Financial Accounting Standards Board (“FASB”) has established the FASB Accounting Standards Codification (“ASC”) as the single source of authoritative GAAP.

Use of Estimates - The preparation of financial statements requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Cash and Cash Equivalents - For purposes of reporting cash flows, cash and cash equivalents include cash on hand and cash deposited with banks.

Accounts Receivable - The Company reports receivables at net realizable value. In the normal course of business, the Company extends unsecured credit to its customers, with no collateral requirements. Management determines the allowance for doubtful accounts based on historical losses and current economic conditions. On a continuing basis, management analyzes delinquent receivables and, once these receivables are determined to be uncollectible, they are written off through a charge against an existing allowance. As of December 31, 2015 and 2014, management determined that no allowance was deemed necessary.

Inventory - Inventory is stated at the lower of cost or market determined by the specific identification method. Inventory consists of finished goods purchased directly from various suppliers along with manufactured products that are tracked through raw materials, work in progress, and finished good 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. Reserves for inventory obsolescence are utilized to account for slow-moving inventory, expired inventory, and inventory no longer needed due to diminished market demand.

Property and Equipment - Property and equipment are stated at acquisition cost less accumulated depreciation. Expenditures for maintenance and repairs that do not significantly add to the utility or extend the useful life of an asset are expensed as incurred. Property and equipment are depreciated on the straight-line method over estimated useful lives ranging from five to ten years.

The Company assesses property and equipment for possible impairment whenever events or circumstances indicate that the carrying value may not be recoverable. No impairment triggers were identified by management during 2015 or 2014.

Revenue Recognition - The Company has two main sources of revenue which include product revenue and commission revenue. For product revenue, the Company recognizes revenue when title to the goods and risk of loss transfers from the Company to its customers, provided there are no material remaining performance obligations required of the Company or any matters of customer acceptance. Revenue is recognized according to the shipping terms of the agreement provided all revenue recognition criteria have been met. A portion of the Company’s product revenue is generated from inventory maintained at the customer site. For these products, revenue is recognized at the time the product has been used or implanted. The Company records estimated sales returns and allowances as a reduction of product sales in the same period revenue is recognized. Commission revenue is earned when sales are made to end-user customer and title to the goods and risk of loss transfers from the supplier of the product to the customer.






Stock Based Compensation - The Company accounts for its stock based compensation plan in accordance with FASB ASC topic 718 “Compensation - Stock Compensation”. FASB ASC 718 requires the measurement and recognition of compensation expense for all stock based awards made to employees and directors, including employee stock options, restricted stock and warrants. Under the provisions of FASB ASC 718, stock based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense on a straight line basis over the requisite service period of the entire award (generally the vesting period of the award).

Income Taxes - Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amount of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered in income. Deferred tax assets are reduced by a valuation allowance if it is more likely than not that the tax benefits will not be realized. The Company determined that a valuation allowance was not necessary as of December 31, 2015 and 2014. Management has evaluated tax positions that could have a significant effect on the financial statements and determined there were no known uncertainties concerning tax positions at December 31, 2015 and 2014.

It is the Company’s policy to include any penalties and interest related to uncertain tax positions as income tax expense; however, the Company currently has recorded no penalties or interest related to uncertain tax positions. The earliest year that the Company is subject to examination is the calendar year ended December 31, 2012.

Fair Value Measurements - For all financial instruments, assets and liabilities required to be recognized or disclosed at fair value on a recurring basis, fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. GAAP establish a fair value hierarchy which gives the highest priority to observable inputs such as quoted prices in active markets for identical assets or liabilities (Level 1), the next highest priority to inputs from observable data other than quoted prices (Level 2), and the lowest priority to unobservable inputs (Level 3). Inputs are broadly defined as assumptions market participants would use in pricing an asset or liability.

Subsequent Events - Management of the Company has evaluated subsequent events through March 31, 2016, the date the financial statements were available to be issued.

2. Inventory
Inventory consisted of the following as of:
 
 
December 31,
 
 
2015
 
2014
Raw materials
 
$
451,400

 
$

Work in process
 
105,016

 

Finished goods
 
8,167,294

 
7,118,520

   Total
 
8,723,710

 
7,118,520

Less: reserve for obsolescence
 
(71,412
)
 
(30,000
)
 
 
$
8,652,298

 
$
7,088,520













3. Property and equipment
Property and equipment consisted of the following as of:
 
 
December 31,
 
 
2015
 
2014
Furniture and fixtures
 
$
275,699

 
$
180,151

Computers and equipment
 
178,855

 
178,031

Processing facility
 
868,376

 
616,736

Leasehold improvements
 
228,317

 
228,317

    Total
 
1,551,247

 
1,203,235

Less accumulated depreciation
 
(337,150
)
 
(171,676
)
 
 
$
1,214,097

 
$
1,031,559

Depreciation expense totaled $171,578 and $83,893 for the years ended December 31, 2015 and 2014, respectively.
4. Line of credit
The Company has a $1,000,000 line of credit with a bank. The line of credit bears interest at the prime rate plus .750 percentage points, which totaled 4.25% and 4.00% as of December 31, 2015 and 2014, respectively. The line of credit is secured by substantially all assets of the Company. The line of credit is also personally guaranteed by the owners of the Company. The amount outstanding was $437,000 and $0 at December 31, 2015 and 2014, respectively. The line of credit was paid off in January 2016 in connection with the acquisition of the Company (See note 11).
5. Long - term debt
 
December 31,
 
2015
2014
Note payable to Bank due August 31, 2019. The interest rate is 4.5%. Principal and interest payments due monthly of $18,672. The Note is secured by substantially all of the assets of the Company.
$
754,149

$
939,201

Less current portion
(194,086
)
(185,052
)
 
$
560,063

$
754,149


The future principal payments for long-term debt are summarized as follows:
Year Ending December 31,
 
2016
$
194,086

2017
203,002

2018
212,328

2019
144,733

 
$
754,149

The note payable was paid off in January 2016 in connection with the acquisition of the Company (see Note 11).

6. Significant concentrations of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of accounts receivables and revenue to a primary customer. Customers are considered major customers and a concentration risk when sales volume exceeds 10 percent of total revenue for the fiscal year or outstanding accounts receivable balances exceed 10 percent of total accounts receivable. There were no customers with revenue or outstanding accounts receivable balances exceeding 10 percent for the year ended December 31, 2015. Concentrations of credit risk with respect to revenue and accounts receivable are due to approximately 11% of revenue for the year ended December 31, 2014 and approximately 14% of gross accounts





receivable at December 31, 2014 being from the Company's largest customer.

7.Leases

The Company leases its Nashville, Tennessee location of approximately 3,000 square feet of office space under a non- cancelable lease ending June 30, 2016. The lease is accounted for as an operating lease.

The Company leases its San Antonio, Texas location of approximately 11,250 square feet of space under a non- cancelable lease ending August 1, 2024. The lease is accounted for as an operating lease. In addition to the minimum rental costs, the lease states that additional rent shall be paid monthly for certain operating expenses in proportion to the tenant's share of the net rentable area of the project. The amount of additional rent will be adjusted annually based on operating expenses of the project. Additional rent amounts have been included with minimum future rent costs.
Future minimum payments under operating leases are as follows:
Year ending December 31,
 
 
 
2016
 
$
167,278

 
2017
 
136,354

 
2018
 
136,363

 
2019
 
134,976

 
2020
 
137,321

 
Thereafter
 
515,063

 
 
 
$
1,227,355

 
Total rental expense under operating leases were $251,244 and $195,419 for the years ended December 31, 2015 and 2014, respectively.

8.Related party transactions

A shareholder owning a substantial portion of the outstanding stock of the Company controls a limited liability company that supplies products to the Company by serving as an intermediary between one of the Company's suppliers and the Company itself. The Company has a general right of return of the products if the products do not sell through to its customers. The costs of goods sold from the purchasing of inventory from this related party totaled approximately $4,378,000 and $4,423,000 for the years ended December 31, 2015 and 2014, respectively. Included in the accompanying balance sheets is approximately $6,447,070 and $8,022,600 of accounts payable owed to the related party as of December 31, 2015 and 2014, respectively. The Company also incurred approximately $24,000 and $24,000 in administrative expenses related to these transactions for the years ended December 31, 2015 and 2014, respectively.

On December 10, 2013, the Company borrowed $200,000 from a shareholder of the Company. The note carried interest at 12% payable monthly with the outstanding balance due in December 2014. During 2014, the Company paid $80,000 on the note and authorized the remaining $120,000 to be converted into 18,000 shares of common stock. The Company paid approximately $9,700 of interest on the note for the year ended December 31, 2014.

9.Income taxes

The components of the income tax provision (benefit) for the years ended December 31, 2015 and 2014 are as follows:

 
2015
 
2014
Current expense (benefit)
$

 
$
(75,403
)
Deferred expense (benefit)
(348,643
)
 
168,093

 
$
(348,643
)
 
$
92,690


The primary differences between the effective tax rate of 32.09% and the federal statutory tax rate of 34.00% for the year ended





December 31, 2015 relates to state income taxes, other permanent differences, and true-up adjustments to deferred tax items. For the year ended December 31, 2014, the Company elected to carry back their taxable loss to previous tax years and as a result recorded a refund receivable of approximately $97,000 as of December 31, 2014.

Significant components of deferred income tax assets and liabilities as of December 31, 2015 and 2014 are as follows:

 
2015
 
2014
Current deferred tax assets (liabilities):
 
 
 
 Deferred rent
$
13,096

 
$
9,709

Charitable contributions
18,469

 
10,457

 
31,565

 
20,166

Non - current deferred tax assets (liabilities):
 
 
 
Net operating loss carryover
351,442

 
12,162

Property and equipment
(202,457
)
 
(200,421
)
 
148,985

 
(188,259
)
Net deferred tax asset (liability)
$
180,550

 
$
(168,093
)


The Company has available net operating loss carryforwards totaling approximately $950,000 at December 31,
2015, to reduce future tax of the Company and subsidiaries. These carryforwards begin to expire in 2033. Since the
Company was acquired subsequent to December 31, 2015, no valuation allowance was recorded at December 31, 2015.

10.Stockholders’ Equity

On January 7, 2015, the Company completed a 4.5 for 1 stock split. References made to outstanding or issued share amounts in the accompanying financial statements and applicable disclosures have been retroactively adjusted to reflect this 4.5 for 1 stock split. The number of authorized shares as reflected on the balance sheets was not affected by the stock split and accordingly has not been adjusted.

In January 2015, the Company instituted a 2015 Stock incentive Plan and the Board authorized the maximum number of shares to be issued under the plan to be 175,000 shares.

On January 8, 2015, the Company granted certain employees 123,228 shares of the company restricted stock. The shares were immediately vested as of the date of grant. The fair value of the grant was determined to be approximately $6.67 per share based on third party sales and purchases of the Company’s stock. Stock based compensation totaled $822,956 and $0 for the years ended December 31, 2015 and 2014, respectively.

11.Subsequent events

On January 13, 2016, MiMedx Group, Inc. ("MiMedx") completed the acquisition of the Company. The acquisition was effected by the merger of the Company into a newly created wholly owned subsidiary of MiMedx. The new subsidiary was the surviving company in the merger and was subsequently renamed Stability Biologics, LLC ("Stability"). MiMedx paid $10 million at the closing, comprised of 60% cash and 40% in shares of common stock of MiMedx, plus assumed debt. The Company subsequently eliminated a $2.4 million payable Stability owed MiMedx related to MiMedx products sold to the Company prior to the acquisition. MiMedx will also pay future contingent consideration through a two-year earn out arrangement based on the 2016 and 2017 performance of the Company's business. The earn out will also be paid in the form of 60% cash and 40% in shares of stock of MiMedx.