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 3, 2020

 

 

 

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 3, 2020, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the second quarter ended June 30, 2020. 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, provision for excess and obsolete inventory, non-cash compensation, change in warrant derivative liability, separation-related expenses, field action expenses, and litigation reserve.

 

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. Additionally, these measures 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. The Company excludes non-cash provision for losses on accounts receivable primarily because such item 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-cash provision for excess and obsolete inventory. The Company excludes non-cash provision for excess and obsolete inventory primarily because such item 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-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.

 

 

 

 

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 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.

 

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 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 3, 2020 entitled “Xtant Medical Announces Second Quarter 2020 Financial Results” (furnished 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: August 3, 2020

 

 

 

 

Exhibit 99.1

 

 

Xtant Medical Announces Second Quarter 2020 Financial Results

 

BELGRADE, MT, August 3, 2020 – 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, 2020.

 

Second Quarter 2020 Financial Highlights:

 

Revenue for the second quarter of 2020 was $10.5 million, compared to $15.3 million for the prior-year period
   
Operating expenses in the second quarter of 2020 were $6.9 million, compared to $10.5 million for the prior-year period
   
Net loss incurred in the second quarter of 2020 was $2.5 million, compared to a net loss of $1.9 million for the prior-year period
   
Adjusted EBITDA for the second quarter of 2020 was $0.7 million, compared to $1.1 million for the prior-year period

 

“We are pleased with our second-quarter revenue performance primarily reflecting a rebound in spinal elective procedure volumes in June following sharp declines at the start of the COVID-19 pandemic,” said Sean Browne, President and CEO. “Our early actions to reduce expenses enabled us to conserve cash and rightsize our cost structure during this uncertain environment. Going forward, we believe operating as a leaner organization and improving our overall efficiencies will allow us to live our mission of ‘honoring the gift of donation, so our patients can live as full a life as possible.’”

 

COVID-19 Response Update

 

As previously announced, Xtant Medical identified four areas to maintain business continuity and emerge from the COVID-19 pandemic in a position of strength. We are committed to 1) Keeping our employees safe and healthy, (2) Conserving Cash, (3) Optimizing our production and thereby improving our inventory position, and (4) Improve our overall operational efficiency.

 

Second Quarter 2020 Financial Results

 

Total revenue for the three months ended June 30, 2020 was $10.5 million, which represents a decrease of 31.1% compared to $15.3 million in the same quarter of the prior year. The decrease in revenue is attributed primarily to the impact of COVID-19 and the sudden drop in elective procedures beginning in early March as result of the pandemic. Management anticipates that the current pandemic will impact revenue for the remainder of 2020.

 

Gross margin for the second quarter of 2020 was 62.2%, compared to 64.9% for the same period in 2019.

 

Operating expenses for the second quarter of 2020 were $6.9 million, compared to $10.5 million for the second quarter of 2019. The decrease was primarily due to a reduction in sales commissions, reduced salaries and wages, lower legal and consulting fees, reduced executive recruiting fees, and reduced legal settlement expenses, partially offset by additional stock-based compensation expense during the current year period.

 

Second quarter 2020 net loss was $2.5 million, or $0.19 per share, compared to second quarter 2019 net loss of $1.9 million, or $0.15 per share.

 

 

 

 

Adjusted EBITDA for the second quarter of 2020 was $0.7 million compared to $1.1 million for the same period in 2019. 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 special charges, provision for losses on inventory and accounts receivable, non-cash compensation, change in warrant derivative liability, separation related expenses, and litigation settlement reserves. A calculation and reconciliation of 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 second quarter 2020 financial results on Monday, August 3, 2020 at 4:30 PM 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.

 

 

 

 

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 ‘‘expects,’’ ‘‘anticipates,’’ ‘‘intends,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘estimates,’’ “continue,” “future,” ‘‘will,’’ “potential,” “going forward,” similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this release include the Company’s expectations that by operating as a leaner organization and improving its overall efficiencies it will be well-positioned to manage near-term challenges and that the current pandemic will impact revenue for the remainder of 2020. 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: risks and uncertainities surrounding the debt restructuring transactions, including without limitation, the Company’s ability to consummate the restructuring transactions and to do so on a timely basis and its ability to maintain the listing of its common stock on the NYSE American; effect of the COVID-19 pandemic on the Company’s business, operating results and financial condition; the Company’s future operating results and financial performance; the ability to increase or maintain revenue; the ability to remain competitive; the ability to innovate and develop new products; the effect of 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 service Company debt, comply with its debt covenants and access additional indebtedness; the ability to obtain 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, 2019 filed with the Securities and Exchange Commission (SEC) on March 5, 2020 and subsequent SEC filings by the Company, including without limitation its most recent Quarterly Report on Form 10-Q for the quarter ended June 30, 2020 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

Ph: 212-867-1762

Email: dcarey@finnpartners.com

 

 

 

 

XTANT MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

 

   

As of June 30,

2020

    As of December 31, 2019  
             
ASSETS                
Current Assets:                
Cash and cash equivalents   $ 3,019     $ 5,237  
Trade accounts receivable, net of allowance for credit losses of $728 and doubtful accounts of $500, respectively     7,583       10,124  
Inventories     19,888       16,101  
Prepaid and other current assets     899       784  
Total current assets     31,389       32,246  
                 
Property and equipment, net     4,256       4,695  
Right-of -use asset, net     1,898       2,100  
Goodwill     3,205       3,205  
Intangible assets, net     486       515  
Other assets     432       394  
Total Assets   $ 41,666     $ 43,155  
                 
LIABILITIES & STOCKHOLDERS’ EQUITY (DEFICIT)                
Current Liabilities:                
Accounts payable   $ 3,072     $ 2,188  
Accrued liabilities     5,894       6,632  
Current portion of lease liability     408       394  
Current portion of financing lease obligations     101       176  
Total current liabilities     9,475       9,390  
Long-term Liabilities:                
Lease liability, less current portion     1,518       1,726  
Long-term debt, plus premium and less issuance costs     77,531       76,244  
Total Liabilities     88,524       87,360  
                 
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; 75,000,000 shares authorized; 13,223,565 shares issued and outstanding as of June 30, 2020 and 13,161,762 shares issued and outstanding as of December 31, 2019     -       -  
Additional paid-in capital     181,412       179,061  
Accumulated deficit     (228,270 )     (223,266 )
Total Stockholders’ Equity (Deficit)     (46,858 )     (44,205 )
                 
Total Liabilities & Stockholders’ Equity (Deficit)   $ 41,666     $ 43,155  

 

 

 

 

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,  
    2020     2019     2020     2019  
Revenue                                
Orthopedic product sales   $ 10,493     $ 15,197     $ 25,227     $ 31,883  
Other revenue     36       74       80       114  
Total revenue     10,529       15,271       25,307       31,997  
                                 
Cost of sales     3,979       5,365       9,144       11,278  
Gross profit     6,550       9,906       16,163       20,719  
                                 
Gross profit %     62.2 %     64.9 %     63.9 %     64.8 %
                                 
Operating expenses                                
General and administrative     2,931       4,187       7,250       8,664  
Sales and marketing     3,895       6,072       10,309       12,814  
Research and development     111       210       353       472  
Total operating expenses     6,937       10,469       17,912       21,950  
                                 
Loss from operations     (387 )     (563 )     (1,749 )     (1,231 )
                                 
Other (expense) income                                
Interest expense     (2,054 )     (1,301 )     (3,163 )     (3,319 )
Other (expense) income     -       (53 )     -       (143 )
Total Other (Expense)     (2,054 )     (1,354 )     (3,163 )     (3,462 )
Net Loss Before Provision for Income Taxes     (2,441 )     (1,917 )     (4,912 )     (4,693 )
                                 
Provision for income taxes                                
Current and deferred     (23 )     (22 )     (45 )     (45 )
Net Loss   $ (2,464 )   $ (1,939 )   $ (4,957 )   $ (4,738 )
                                 
Net loss per share:                                
Basic   $ (0.19 )   $ (0.15 )   $ (0.38 )   $ (0.36 )
Dilutive   $ (0.19 )   $ (0.15 )   $ (0.38 )   $ (0.36 )
                                 
Shares used in the computation:                                
Basic     13,223,565       13,161,762       13,199,455       13,166,136  
Dilutive     13,223,565       13,161,762       13,199,455       13,166,136  

 

 

 

 

XTANT MEDICAL HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 

    Six Months Ended June 30,  
    2020     2019  
Operating activities:                
Net loss   $ (4,957 )   $ (4,738 )
Adjustments to reconcile net loss to net cash provided by operating activities:                
Depreciation and amortization     1,153       1,559  
(Gain) loss on disposal of fixed assets     (118 )     92  
Non-cash interest     3,149       3,272  
Non-cash rent expense     8       11  
Stock-based compensation     489       161  
Provision for reserve on accounts receivable     204       232  
Provision for excess and obsolete inventory     377       518  
                 
Changes in operating assets and liabilities:                
Accounts receivable     2,290       1,403  
Inventories     (4,164 )     955  
Prepaid and other assets     (153 )     242  
Accounts payable     884       (3,481 )
Accrued liabilities     (738 )     728  
Net cash (used in) provided by operating activities     (1,576 )     954  
Investing activities:                
Purchases of property and equipment     (673 )     (211 )
Proceeds from sale of fixed assets     106       163  
Net cash used in investing activities     (567 )     (48 )
Financing activities:                
Payments on financing leases     (75 )     (277 )
Costs associated with Second Amended and Restated Credit Agreement     -       (108 )
Net cash used in financing activities     (75 )     (385 )
                 
Net change in cash and cash equivalents     (2,218 )     521  
Cash and cash equivalents at beginning of period     5,237       6,797  
Cash and cash equivalents at end of period   $ 3,019     $ 7,318  

 

 

 

 

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,  
    2020     2019     2020     2019  
                         
Net Loss   $ (2,464 )   $ (1,939 )   $ (4,957 )   $ (4,738 )
                                 
Other expense     1       56       6       131  
Depreciation and amortization     468       783       1,153       1,559  
Interest expense     2,054       1,301       3,163       3,319  
Tax expense     23       22       45       45  
Non-GAAP EBITDA     82       223       (590 )     316  
                                 
Non-GAAP EBITDA/Total revenue     0.8 %     1.5 %     -2.3 %     1.0 %
                                 
NON-GAAP ADJUSTED EBITDA CALCULATION                                
Provision for losses on accounts receivable     66       138       204       232  
Provision for excess and obsolete inventory     346       365       377       518  
Non-cash compensation     219       39       489       161  
Change in warrant derivative liability     (1 )     (3 )     (7 )     12  
Separation-related expenses     -       (15 )     749       (37 )
Field action expenses     -       125       -       125  
Litigation reserve     -       270       -       800  
Non-GAAP Adjusted EBITDA   $ 712     $ 1,142     $ 1,222     $ 2,127  
                                 
Non-GAAP Adjusted EBITDA/Total revenue     6.8 %     7.5 %     4.8 %     6.6 %