XTNT Xtant Medical Holdings Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

Date of Report (Date of earliest event reported): August 8, 2024

 

 

XTANT MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware		001-34951		20-5313323
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

 

664 Cruiser Lane Belgrade, Montana		59714
(Address of principal executive offices)		(Zip Code)

 

(406) 388-0480

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock, par value $0.000001 per share		XTNT		NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On August 8, 2024, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the three and six months ended June 30, 2024. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 2.02 of this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

 

To supplement its consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, such as non-GAAP adjusted EBITDA, which are included in the press release furnished as Exhibit 99.1 to this report. The Company’s non-GAAP adjusted EBITDA is calculated by adding back to net loss the charges for depreciation and amortization expense, interest expense, and tax expense and further adjusted by adding back in or excluding, as appropriate, non-cash compensation, acquisition-related expenses, acquisition-related fair value adjustments and unrealized foreign currency translation loss or gain.

 

The Company uses adjusted EBITDA in making operating decisions because it believes this measure provides meaningful supplemental information regarding its core operational performance. Additionally, this measure gives the Company a better understanding of how it should invest in sales and marketing and research and development activities and how it should allocate resources to both ongoing and prospective business initiatives. The Company also uses adjusted EBITDA to help make budgeting and spending decisions, for example, among sales and marketing expenses, general and administrative expenses, and research and development expenses. Additionally, the Company believes its use of non-GAAP adjusted EBITDA facilitates management’s internal comparisons to historical operating results by factoring out potential differences caused by charges not related to its regular, ongoing business, including, without limitation, non-cash charges and certain large and unpredictable charges.

 

As described above, the Company excludes the following items from its non-GAAP financial measures for the following reasons:

 

Non-cash compensation. The Company excludes non-cash compensation, which is a non-cash charge related to equity awards granted by the Company. Although non-cash compensation is a recurring charge to the Company’s operations, management has excluded it because it relies on valuations based on future events, such as the market price of the Company’s common stock, that are difficult to predict and are affected by market factors that are largely not within the control of the Company. Thus, management believes that excluding non-cash compensation facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.

 

Acquisition related expenses. The Company excludes expenses directly related to the Company’s acquisitions and integration into the Company from non-GAAP adjusted EBITDA primarily because such expenses are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. These expenses include legal and accounting fees and transition related services and are not considered normal, recurring, cash operating expenses necessary to operate the Company’s business. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

 

 

Acquisition-related fair value adjustments. The Company excludes acquisition-related fair value adjustments from non-GAAP adjusted EBITDA primarily because such adjustments are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

 

Unrealized foreign currency translation gain or loss. The Company excludes unrealized foreign currency translation gain or loss, as applicable, from non-GAAP adjusted EBITDA primarily because such gain or loss is not reflective of the Company’s ongoing operating results and is not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

 

Non-GAAP adjusted EBITDA is reconciled to net loss, the most directly comparable GAAP measure, in the press release.

 

Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules or principles. Accordingly, the calculation of the Company’s non-GAAP financial measures may differ from the definitions of other companies using the same or similar names, limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s financial results as determined in accordance with GAAP. Non-GAAP financial measures should only be used to evaluate the Company’s financial results in conjunction with the corresponding GAAP measures. Accordingly, the Company qualifies its use of non-GAAP financial information in a statement when non-GAAP financial information is presented.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.		Description
99.1		Press Release of Xtant Medical Holdings, Inc. dated August 8, 2024 entitled “Xtant Medical Reports Second Quarter 2024 Revenue Growth of 48%” (furnished herewith)
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

	XTANT MEDICAL HOLDINGS, INC.
	By:	/s/ Scott Neils
		Scott Neils
		Chief Financial Officer

 

Date: August 8, 2024

 

 

 

Exhibit 99.1

 

Xtant Medical Reports Second Quarter 2024 Revenue Growth of 48%

 

BELGRADE, Mont., August 8, 2024 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal disorders, today reported financial and operating results for the second quarter ended June 30, 2024.

 

Second Quarter 2024 Financial Highlights

 

	●	Revenue of $29.9 million, up 48%, compared to the prior year quarter
	●	Gross margin of 62.1%, up 50 basis points, compared to the prior year quarter
	●	Net loss of $3.9 million compared to $2.2 million in the year ago quarter
	●	Positive Adjusted EBITDA; Adjusted EBITDA of $0.5 million compared to $0.1 million in the prior year quarter

 

Recent Business Highlights

 

	●	Recently launched two new amniotic membrane allografts products, SimpliGraft™ and SimpliMax™; while Cortera™ reached record sales and users for the second quarter
	●	Signed 15 new distributors in the second quarter
	●	Awarded 20 IDN contracts in the second quarter
	●	Entered into a $5.0 million private placement on August 7, 2024

 

Sean Browne, President and CEO of Xtant Medical, stated, “Our second quarter financial results illustrate the positive momentum that is building as we head into the second half of 2024. We delivered strong revenue growth, despite lingering supply chain challenges, which we are addressing through the launch of new, self-produced products. Furthermore, the second quarter marks our fifth consecutive quarter of positive Adjusted EBITDA, and our recent acquisitions are performing at or ahead of our expectations.”

 

Browne continued, “We enter the second half of the year with significant business momentum and, after our recently announced private placement, a stronger balance sheet to support our strategic growth plans. In the second half of 2024, we expect additional new product launches, increased penetration within our distributor network, and an increase in the number of internally produced products, which will coalesce to drive further margin improvement on higher sales and generate positive operating cash flow. We are energized by the prospects for our business and remain committed to our mission of honoring the gift of donation by allowing our patients to live as full and complete a life as possible.”

 

Second Quarter 2024 Financial Results

 

Total revenue for the three months ended June 30, 2024 was $29.9 million, an increase of 48% compared to $20.2 million in the prior year quarter. The increase is primarily due to the contribution of additional sales resulting from the acquisition of the Surgalign Holdings’ hardware and biologics business.

 

 

Gross margin for the second quarter of 2024 was 62.1%, compared to 61.6% for the prior year quarter, an increase of 50 basis points. The increase is primarily due to greater scale and improved production efficiency, which was partially offset by increased charges for excess and obsolete inventory and non-absorbed costs and sales mix.

 

Operating expenses for the second quarter of 2024 totaled $21.5 million, compared to $13.9 million for the second quarter of 2023. The increase was primarily due to additional commission expense resulting from revenue growth, additional compensation expense related to additional headcount and additional stock-based compensation.

 

Net loss for the second quarter of 2024 was $3.9 million, or $(0.03) per share, compared to a net loss of $2.2 million, or $(0.02) per share in the year ago quarter.

 

Non-GAAP Adjusted EBITDA for the second quarter of 2024 was $0.5 million, compared to non-GAAP Adjusted EBITDA of $0.1 million for the prior-year period. The Company defines Adjusted EBITDA as net income/loss from operations before depreciation, amortization and interest expense and provision for income taxes, and as further adjusted to add back in or exclude, as applicable, non-cash compensation, acquisition-related expenses, acquisition-related fair value adjustments and foreign currency exchange gains. A calculation and reconciliation of Adjusted EBITDA to net loss can be found in the attached financial tables.

 

As of June 30, 2024, the Company had $5.4 million of cash and cash equivalents compared to $5.7 million as of December 31, 2023. In a separate release issued today, the Company announced it has entered into a securities purchase agreement with an existing institutional investor to sell $5.0 million shares of its common stock in a private placement at a purchase price of $0.64 per share.

 

2024 Financial Guidance

 

Xtant Medical reaffirms its expectation for full year 2024 revenue to $116 million to $120 million, which represents annual revenue growth of approximately 27% to 31% compared to full year 2023 revenue.

 

Conference Call

 

Xtant Medical will host a webcast and conference call to discuss second quarter 2024 financial results at 9:00 am ET on Friday, August 9, 2024.

 

To access the webcast, visit https://www.webcaster4.com/Webcast/Page/3039/50961

 

To access the conference call, dial 888-999-3182 within the U.S. or 848-280-6330 outside the U.S. Passcode: XTANT Medical Holdings.

 

A replay of the call will be available on the Investor section of the Company’s website at www.xtantmedical.com.

 

 

About Xtant Medical Holdings, Inc.

 

Xtant Medical’s mission of honoring the gift of donation so that our patients can live as full and complete a life as possible, is the driving force behind our company. Xtant Medical Holdings, Inc. (www.xtantmedical.com) is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant systems to facilitate spinal fusion in complex spine, deformity and degenerative procedures. Xtant people are dedicated and talented, operating with the highest integrity to serve our customers.

 

The symbols ™ and ® denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or its affiliates, registered as indicated in the United States, and in other countries. All other trademarks and trade names referred to in this release are the property of their respective owners.

 

Non-GAAP Financial Measures

 

To supplement the Company’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP financial measures in this release, including Adjusted EBITDA. Reconciliations of the non-GAAP financial measures used in this release to the most comparable GAAP measures for the respective periods can be found in tables later in this release. The Company’s management believes that the presentation of these measures provides useful information to investors. These measures may assist investors in evaluating the Company’s operations, period over period. Management uses the non-GAAP measures in this release internally for evaluation of the performance of the business, including the allocation of resources. Investors should consider non-GAAP financial measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP.

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “intends,” ‘‘expects,’’ ‘‘anticipates,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘estimates,’’ “continue,” “future,” ‘‘will,’’ “potential,” “going forward,” “guidance,” similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this release include the Company’s financial guidance for 2024 and expectations for additional new product launches, further margin improvement on higher sales and the generation of positive operating cash flow. The Company cautions that its forward-looking statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the Company’s future operating results and financial performance; its ability to increase or maintain revenue; the Company’s ability to become operationally self-sustaining and less reliant on third-party manufacturers and suppliers; risks associated with its acquisitions and the integration of those businesses; risk associated with its recently announced private placement; anticipated shortages of stem cells which will adversely affect future revenues; the Company’s ability to implement successfully its future growth initiatives and risks associated therewith; possible future impairment charges to long-lived assets and goodwill and write-downs of excess inventory; the ability to remain competitive; the ability to innovate, develop and introduce new products and the success of those products; the ability to engage and retain new and existing independent distributors and agents and qualified personnel and the Company’s dependence on key independent agents for a significant portion of its revenue; the effect of labor and hospital staffing shortages on the Company’s business, operating results and financial condition, especially when they affect key markets; the effect of inflation, increased interest rates and other recessionary factors and supply chain disruptions; the effect of product sales mix changes on the Company’s financial results; government and third-party coverage and reimbursement for Company products; the ability to obtain and maintain regulatory approvals and comply with government regulations; the effect of product liability claims and other litigation to which the Company may be subject; the effect of product recalls and defects; the ability to obtain and protect Company intellectual property and proprietary rights and operate without infringing the rights of others; risks associated with the Company’s clinical trials; international risks; the ability to service Company debt, comply with its debt covenants and access additional indebtedness; the ability to obtain additional financing on favorable terms or at all; and other factors. Additional risk factors are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 filed with the Securities and Exchange Commission (SEC) on April 1, 2024 and subsequent SEC filings by the Company, including without limitation its most recent Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2024 anticipated to be filed with the SEC. Investors are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this cautionary statement.

 

Investor Relations Contact:

 

Brett Maas

Managing Partner, Hayden IR

brett@haydenir.com

(646) 536-7331

 

 

XTANT MEDICAL HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except number of shares and par value)

 

		June 30, 2024				December 31, 2023
ASSETS
Current Assets:
Cash and cash equivalents		$	5,379			$	5,715
Restricted Cash			99				208
Trade accounts receivable, net of allowance for credit losses and doubtful accounts of $1,012 and $920, respectively			21,187				20,731
Inventories			40,507				36,885
Prepaid and other current assets			1,800				1,330
Total current assets			68,972				64,869
Property and equipment, net			8,837				8,692
Right-of -use asset, net			1,117				1,523
Goodwill			7,302				7,302
Intangible assets, net			9,220				10,085
Other assets			130				141
Total Assets		$	95,578			$	92,612
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Accounts payable		$	6,875			$	7,054
Accrued liabilities			8,676				10,419
Current portion of lease liability			794				830
Current portion of finance lease obligations			67				65
Line of credit			11,899				4,622
Total current liabilities			28,311				22,990
Long-term Liabilities:
Lease liability, less current portion			376				759
Finance lease obligations, less current portion			82				116
Long-term debt, plus premium and less issuance costs			21,770				17,167
Other liabilities			34				231
Total Liabilities			50,573				41,263
Stockholders’ Equity
Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding			-				-
Common stock, $0.000001 par value; 300,000,000 shares authorized; 130,314,372 shares issued and outstanding as of June 30, 2024 and 130,180,031 shares issued and outstanding as of December 31, 2023			-				-
Additional paid-in capital			296,451				294,330
Accumulated other comprehensive (loss) income			(175	)			29
Accumulated deficit			(251,271	)			(243,010	)
Total Stockholders’ Equity			45,005				51,349
Total Liabilities & Stockholders’ Equity		$	95,578			$	92,612

 

 

XTANT MEDICAL HOLDINGS, INC.

Condensed Consolidated Statements of Operations

(Unaudited, in thousands, except number of shares and per share amounts)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Revenue		$	29,943			$	20,232			$	57,816			$	38,176
Cost of sales			11,361				7,773				21,932				15,180
Gross Profit			18,582				12,459				35,884				22,996
Gross Profit %			62.1	%			61.6	%			62.1	%			60.2	%
Operating Expenses
General and administrative			7,713				4,954				15,498				9,839
Sales and marketing			13,179				8,716				25,639				15,770
Research and development			636				180				1,163				354
Total Operating Expenses			21,528				13,850				42,300				25,963
Loss from Operations			(2,946	)			(1,391	)			(6,416	)			(2,967	)
Other Expense
Interest expense			(992	)			(786	)			(1,827	)			(1,360	)
Interest income			-				-				-				85
Unrealized foreign currency translation loss			118				-				79				-
Other income			(5	)			-				7				-
Total Other Expense			(879	)			(786	)			(1,741	)			(1,275	)
Net Loss from Operations Before Provision for Income Taxes			(3,825	)			(2,177	)			(8,157	)			(4,242	)
Provision for Income Taxes
Current and Deferred			(36	)			(13	)			(104	)			(26	)
Net Loss		$	(3,861	)		$	(2,190	)		$	(8,261	)		$	(4,268	)
Net Loss Per Share:
Basic		$	(0.03	)		$	(0.02	)		$	(0.06	)		$	(0.04	)
Dilutive		$	(0.03	)		$	(0.02	)		$	(0.06	)		$	(0.04	)
Shares used in the computation:
Basic			130,269,710				108,897,048				130,291,796				108,895,327
Dilutive			130,269,710				108,897,048				130,291,796				108,895,327

 

 

XTANT MEDICAL HOLDINGS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited, in thousands)

 

		Six Months Ended June 30,
		2024				2023
Operating activities:
Net loss		$	(8,261	)		$	(4,268	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			2,003				1,274
Gain on disposal of fixed assets			(142	)			(21	)
Non-cash interest			218				189
Stock-based compensation			2,138				1,056
Provision for reserve on accounts receivable			178				225
Provision for excess and obsolete inventory			388				243
Other			1				3
Changes in operating assets and liabilities, net of the effects of the acquisition:
Accounts receivable			(688	)			(3,116	)
Inventories			(4,130	)			(1,733	)
Prepaid and other assets			(469	)			(330	)
Accounts payable			(15	)			954
Accrued liabilities			(2,064	)			758
Net cash used in by operating activities			(10,843	)			(4,766	)
Investing activities:
Purchases of property and equipment			(1,337	)			(870	)
Proceeds from sale of fixed assets			183				55
Acquisition of Surgalign SPV, Inc.			-				(17,000	)
Net cash used in investing activities			(1,154	)			(17,815	)
Financing activities:
Payments on financing leases			(32	)			(30	)
Borrowings on line of credit			59,565				36,256
Repayments of line of credit			(52,288	)			(34,603	)
Proceeds from issuance of long term debt			5,000				5,000
Debt issuance costs			(615	)			(101	)
Payment of taxes from withholding of common stock on vesting of restricted stock units			(17	)			-
Net cash provided by financing activities			11,613				6,522
Effect of exchange rate changes on cash and cash equivalents and restricted cash			(61	)			-
Net change in cash and cash equivalents and restricted cash			(445	)			(16,059	)
Cash and cash equivalents and restricted cash at beginning of period			5,923				20,507
Cash and cash equivalents and restricted cash at end of period		$	5,478			$	4,448
Reconciliation of cash and restricted cash reported in the condensed consolidated balance sheets
Cash and cash equivalants		$	5,379			$	4,138
Restricted cash			99				310
Total cash and restricted cash reported in the condensed consolidated balance sheets		$	5,478			$	4,448

 

 

XTANT MEDICAL HOLDINGS, INC.

Calculation of Non-GAAP Consolidated EBITDA and Adjusted EBITDA

(Unaudited, in thousands)

 

		Three Months Ended June 30,								Six Months Ended June 30,
		2024				2023				2024				2023
Net Loss		$	(3,861	)		$	(2,190	)		$	(8,261	)		$	(4,268	)
Depreciation and amortization			998				803				2,003				1,274
Interest expense			992				786				1,827				1,275
Tax expense			36				13				104				26
Non-GAAP EBITDA			(1,835	)			(588	)			(4,327	)			(1,693	)
Non-GAAP EBITDA/Total revenue			-6.1	%			-10.7	%			-7.5	%			-4.4	%
NON-GAAP ADJUSTED EBITDA CALCULATION
Non-cash compensation			1,228				439				2,138				1,056
Acquisition-related expenses			-				254				338				465
Acquisition-related fair value adjustments			1,229				-				2,530				-
Foreign currency exchange gain			(118	)			-				(79	)			-
Non-GAAP Adjusted EBITDA		$	504			$	105			$	600			$	(172	)

 

 

v3.24.2.u1

Cover	Aug. 08, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 08, 2024
Entity File Number	001-34951
Entity Registrant Name	XTANT MEDICAL HOLDINGS, INC.
Entity Central Index Key	0001453593
Entity Tax Identification Number	20-5313323
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	664 Cruiser Lane
Entity Address, City or Town	Belgrade
Entity Address, State or Province	MT
Entity Address, Postal Zip Code	59714
City Area Code	(406)
Local Phone Number	388-0480
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $0.000001 per share
Trading Symbol	XTNT
Security Exchange Name	NYSEAMER
Entity Emerging Growth Company	false

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