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): November 7, 2019

 

 

 

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 November 7, 2019, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the third quarter ended September 30, 2019. 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 other expense, depreciation and amortization expense, interest expense and tax expense and further adjusted by adding back in or excluding, as appropriate, provision for losses on accounts receivable and inventory, non-cash compensation expense, change in warrant derivative liability, separation-related expenses, field action expenses, litigation reserve, and restructuring expenses.

 

The Company uses adjusted EBITDA and the other non-GAAP measures in making operating decisions because it believes these measures provide meaningful supplemental information regarding its core operational performance and give 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 these measures 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 and other non-GAAP measures 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 provision for losses on accounts receivable and inventory. The Company excludes non-cash provision for losses on accounts receivable and inventory primarily because such item is not reflective of its ongoing operating results and is not used by management to assess the core profitability of its 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-cash compensation expense. The Company excludes non-cash compensation expense, which is a non-cash charge related to equity awards granted by the Company. Although non-cash compensation expense 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 expense facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.

 

   

 

 

Change in warrant derivative liability. The Company excludes the change in fair market value of its warrants that are accounted for as liabilities from non-GAAP adjusted EBITDA primarily because it is a non-cash charge, it is not reflective of the Company’s ongoing operating results, and it is not used by management to assess the core profitability of the Company’s business operations. Because it is a non-cash expense, it does not impact the Company’s operational performance, liquidity, or ability to invest in sales and marketing, research and development, and fund acquisitions and capital expenditures. 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.

 

Separation-related expenses. The Company excludes separation-related expenses from non-GAAP adjusted EBITDA primarily because such expenses are not reflective of its ongoing operating results and are not used by management to assess the core profitability of its 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.

 

Field action expenses. The Company excludes expenses incurred in connection with the December 2018 recall of the Company’s Calix Lumbar Spine Implant System because such expenses are not reflective of its ongoing operating results and are not used by management to assess the core profitability of its 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.

 

Litigation reserve. The Company excludes litigation reserve from non-GAAP adjusted EBITDA primarily because it is not reflective of its ongoing operating results and is not used by management to assess the core profitability of its 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.

 

Restructuring expenses. The Company excludes restructuring expenses from non-GAAP adjusted EBITDA primarily because such expenses are not reflective of its ongoing operating results and are not used by management to assess the core profitability of its 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 November 7, 2019 entitled “Xtant Medical Announces Third Quarter 2019 Financial Results (filed herewith)

 

   

 

 

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/ Greg Jensen
    Greg Jensen
    Vice President, Finance and Chief
    Financial Officer

 

Date: November 7, 2019

 

   

 

 

 

Xtant Medical Announces Third Quarter 2019 Financial Results

 

BELGRADE, MT, November 7, 2019 – 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 third quarter ended September 30, 2019.

 

Third Quarter 2019 Financial Highlights and Recent Announcements:

 

  Revenue for the third quarter of 2019 was $15.7 million, compared to $17.3 million for the same prior year period
  Operating expenses in the third quarter of 2019 were $11.2 million, compared to $13.0 million for the same prior year period
  Net loss incurred in the third quarter of 2019 was $1.9 million, compared to a net loss of $3.2 million for the same prior year period
  Non-GAAP Adjusted EBITDA for the third quarter of 2019 was $0.6 million, compared to $1.8 million for the same prior year period
  Board of Directors appoints Sean Browne President and Chief Executive Officer effective October 7, 2019 and a member of the Board effective October 30, 2019

 

Sean Browne, President and CEO of Xtant Medical, said, “After my first month with Xtant, I am excited about the Company, our unique products and dedicated employees. I am pleased with our efforts and results over the past three quarters enhancing the operational effectiveness of our business. We remain committed to continuing to develop and release new products, expand our marketing programs, and pursue operational improvements intended to assist us in our overall commercial performance.”

 

Third Quarter 2019 Financial Results

 

Third quarter 2019 revenue was $15.7 million, compared to $17.3 million for the same period in 2018. This decrease was due primarily to reduced demand for hardware products, which was attributable in part to the termination of an advisory agreement with an entity that provided services to certain customers, and the continued transition of independent sales agents.

 

Gross margin for the third quarter of 2019 was 66.6%, which was comparable to the same period in 2018.

 

Operating expenses for the third quarter of 2019 were $11.2 million, compared to $13.0 million for the third quarter of 2018, a decrease of 13.7%. The decrease was primarily attributable to lower sales commissions and travel expenses, restructuring expenses incurred during the year-ago period, and a decrease in amortization expense related to the impairment of intangible assets that occurred in the fourth quarter of 2018, which were partially offset by higher general and administrative expenses.

 

Third quarter 2019 net loss was $1.9 million, or $0.14 per share, compared to third quarter 2018 net loss of $3.2 million, or $0.24 per share.

 

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Non-GAAP Adjusted EBITDA for the third quarter of 2019 was $0.6 million compared to $1.8 million for the same period of 2018. The Company defines non-GAAP Adjusted EBITDA as net income/loss from operations before depreciation, amortization and interest expense, and as further adjusted to add back in or exclude, as applicable, non-cash special charges, provision for losses on accounts receivable and inventory, non-cash compensation, changes in warrant derivative liability, field action expenses, separation related expenses, litigation reserves, and restructuring expenses. A calculation and reconciliation of non-GAAP Adjusted EBITDA to net loss can be found in the attached financial tables.

 

Conference Call

 

Xtant Medical will host a webcast and conference call to discuss the third quarter 2019 financial results on Thursday, November 7, 2019 at 9:00 AM ET. To access the webcast, Click Here. To access the conference call, dial 877-407-6184 within the U.S. or 201-389-0877 outside the U.S. A replay of the call will be available at www.xtantmedical.com, under “Investor Info.”

 

About Xtant Medical Holdings, Inc.

 

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.

 

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Important Cautions 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 ‘‘expects,’’ ‘‘anticipates,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘estimates,’’ “continue,” “future,” ‘‘will,’’ “potential” similar expressions or the negative thereof, and the use of future dates. 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; the ability to increase or maintain revenue, including the success of the Company’s initiatives to stabilize and increase revenues; the ability to remain competitive; the ability to innovate and develop new products; the effect of recent management changes and the ability to engage and retain qualified personnel; 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; timing and results of clinical studies; the ability to obtain and protect Company intellectual property and proprietary rights and operate without infringing the rights of others; the ability to retain and recruit independent sales agents and the impact of the termination of a consulting agreement with an entity that had close relationships with several of customers; the ability to service Company debt and comply with debt covenants; the ability to raise additional financing and other factors. Additional risk factors are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 filed with the Securities and Exchange Commission (SEC) on April 1, 2019 and subsequent SEC filings by the Company, including without limitation its most recent Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 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

 

David Carey

Lazar FINN Partners

Ph: 212-867-1762

Email: david.carey@finnpartners.com

 

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XTANT MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

  

As of

September 30, 2019

  

As of

December 31, 2018

 
         
ASSETS          
Current Assets:          
Cash and cash equivalents  $5,749   $6,797 
Trade accounts receivable, net of allowance for doubtful accounts of $1,375 and $2,140, respectively   9,121    9,990 
Inventories   16,025    17,301 
Prepaid and other current assets   714    589 
Total current assets   31,609    34,677 
           
Property and equipment, net   5,068    7,174 
Right-of -use asset, net   2,198    - 
Goodwill   3,205    3,205 
Intangible assets, net   529    573 
Other assets   428    793 
Total Assets  $43,037   $46,422 
           
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)          
Current Liabilities:          
Accounts payable  $2,249   $6,465 
Accrued liabilities   6,196    5,150 
Warrant derivative liability   17    10 
Current portion of lease liability   387    - 
Current portion of financing lease obligations   229    426 
Total current liabilities   9,078    12,051 
Long-term Liabilities:          
Lease liability, less current portion   1,827    - 
Financing lease obligation, less current portion   6    204 
Long-term debt, less issuance costs   74,985    77,939 
Total Liabilities   85,896    90,194 
           
Stockholders’ Equity (Deficit)          
Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding   -    - 
Common stock, $0.000001 par value; 50,000,000 shares authorized; 13,161,762 shares issued and outstanding as of September 30, 2019 and 13,172,179 shares issued and outstanding as of December 31, 2018   -    - 
Additional paid-in capital   178,802    171,273 
Accumulated deficit   (221,661)   (215,045)
Total Stockholders’ Equity (Deficit)   (42,859)   (43,772)
           
Total Liabilities & Stockholders’ Equity (Deficit)  $43,037   $46,422 

 

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XTANT MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

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

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
   2019   2018   2019   2018 
Revenue                    
Orthopedic product sales  $15,691   $17,139   $47,574   $53,622 
Other revenue   30    127    144    319 
Total revenue   15,721    17,266    47,718    53,941 
                     
Cost of sales   5,249    5,743    16,527    17,711 
Gross profit   10,472    11,523    31,191    36,230 
                     
Gross profit %   66.6%   66.7%   65.4%   67.2%
                     
Operating expenses                    
General and administrative   4,155    3,121    12,513    10,006 
Sales and marketing   6,682    7,847    19,496    24,742 
Research and development   203    347    675    1,179 
Depreciation and amortization   137    1,029    442    3,074 
Restructuring expenses   -    614    -    2,582 
Total operating expenses   11,177    12,958    33,126    41,583 
                     
Loss from operations   (705)   (1,435)   (1,935)   (5,353)
                     
Other (expense) income                    
Interest expense   (1,185)   (1,790)   (4,504)   (8,156)
Change in warrant derivative liability   4    42    (8)   83 
Other (expense) income   30    30    (101)   18 
Total Other (Expense) Income   (1,151)   (1,718)   (4,613)   (8,055)

Net Loss from Operations Before Provision for Income Taxes

   (1,856)   (3,153)   (6,548)   (13,408)
                     
Provision for income taxes                    
Current and deferred   (23)   -    (68)   - 
Net Loss from Operations  $(1,879)  $(3,153)  $(6,616)  $(13,408)
                     
Net loss per share:                    
Basic  $(0.14)  $(0.24)  $(0.50)  $(1.19)
Dilutive  $(0.14)  $(0.24)  $(0.50)  $(1.19)
                     
Shares used in the computation:                    
Basic   13,161,762    13,158,326    13,164,694    11,262,642 
Dilutive   13,161,762    13,158,326    13,164,694    11,262,642 

 

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XTANT MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 

  

Nine Months Ended

September 30,

 
   2019   2018 
Operating activities:          
Net loss  $(6,616)  $(13,408)
Adjustments to reconcile net loss to net cash provided by operating activities:          
Depreciation and amortization   2,338    4,943 
Gain on disposal of fixed assets   (27)   (15)
Non-cash interest   4,467    7,853 
Non-cash rent expense   16    - 
Non-cash stock option expense / change in derivative warrant liability   263    502 
Provision for losses on accounts receivable and inventory   970    298 
Changes in operating assets and liabilities:          
Accounts receivable   417    2,842 
Inventories   760    (508)
Prepaid and other assets   240    1,138 
Accounts payable   (4,216)   (3,557)
Accrued liabilities   1,046    (867)
Net cash provided by operating activities   (342)   (779)
Investing activities:          
Purchases of property and equipment and intangible assets   (403)   (308)
Proceeds from sale of fixed assets   241    251 
Net cash used in investing activities   (162)   (57)
Financing activities:          
Payments on financing leases   (395)   (260)
Costs associated with either loan or equity transactions   (149)   - 
Costs associated with private placement and convertible debt exchange   -    (3,507)
Proceeds from equity private placement   -    6,810 
Proceeds from issuance of stock   -    1 
Net cash (used in) provided by financing activities   (544)   3,044 
           
Net change in cash and cash equivalents   (1,048)   2,208 
Cash and cash equivalents at beginning of period   6,797    2,856 
Cash and cash equivalents at end of period  $5,749   $5,064 

 

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XTANT MEDICAL HOLDINGS, INC.

CALCULATION OF NON-GAAP CONSOLIDATED EBITDA AND ADJUSTED EBITDA

(Unaudited, in thousands)

 

  

Three Months Ended

September 30,

  

Nine Months Ended

September 30,

 
   2019   2018   2019   2018 
                 
Net Loss  $(1,879)  $(3,153)  $(6,616)  $(13,408)
                     
Other expense   (30)   (30)   101    (18)
Depreciation and amortization   779    1,655    2,338    4,943 
Interest expense   1,185    1,790    4,504    8,156 
Tax expense   23    -    68    - 
Non-GAAP EBITDA   78    262    395    (327)
                     
Non-GAAP EBITDA/Total revenue   0.5%   1.5%   0.8%   -0.6%
                     
NON-GAAP ADJUSTED EBITDA CALCULATION                    
Provision for losses on accounts receivable and inventory   220    312    970    296 
Non-cash compensation   95    41    256    585 
Change in warrant derivative liability   (4)   (42)   8    (83)
Separation-related expenses   -    566    -    2,535 
Field action expenses   182    -    307    - 
Litigation reserve   -    -    800    - 
Restructuring expenses   -    614    -    2,582 
Non-GAAP Adjusted EBITDA  $571   $1,753   $2,736   $5,588 
                     
Non-GAAP Adjusted EBITDA/Total revenue   3.6%   10.2%   5.7%   10.4%

 

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