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Xtant Medical Holdings, Inc. – ‘8-K’ for 4/1/24

On:  Monday, 4/1/24, at 7:05am ET   ·   For:  4/1/24   ·   Accession #:  1493152-24-12143   ·   File #:  1-34951

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 4/01/24  Xtant Medical Holdings, Inc.      8-K:2,9     4/01/24   11:573K                                   M2 Compliance LLC/FA

Current Report   —   Form 8-K

Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                      HTML     51K 
 2: EX-99.1     Miscellaneous Exhibit                               HTML    337K 
 6: R1          Cover                                               HTML     45K 
 8: XML         IDEA XML File -- Filing Summary                      XML     11K 
11: XML         XBRL Instance -- form8-k_htm                         XML     16K 
 7: EXCEL       IDEA Workbook of Financial Report Info              XLSX      8K 
 4: EX-101.LAB  XBRL Labels -- xtnt-20240401_lab                     XML     96K 
 5: EX-101.PRE  XBRL Presentations -- xtnt-20240401_pre              XML     64K 
 3: EX-101.SCH  XBRL Schema -- xtnt-20240401                         XSD     12K 
 9: JSON        XBRL Instance as JSON Data -- MetaLinks               25±    34K 
10: ZIP         XBRL Zipped Folder -- 0001493152-24-012143-xbrl      Zip     36K 


‘8-K’   —   Current Report


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

FORM  i 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):  i April 1, 2024

 

 

 

 i XTANT MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

 i Delaware    i 001-34951    i 20-5313323

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

 i 664 Cruiser Lane

 i Belgrade,  i Montana

   i 59714
(Address of principal executive offices)   (Zip Code)

 

 i (406)  i 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:

 

 i  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
 i  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
 i  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
 i  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
 i Common stock, par value $0.000001 per share    i XTNT    i 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  i 

 

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 April 1, 2024, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the three months and year ended December 31, 2023. 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 and non-GAAP organic revenue growth, 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 income/loss the charges for depreciation, amortization and interest expense and benefit or provision for income taxes, and further adjusted by adding back in or excluding, as appropriate, non-cash compensation, acquisition-related expenses, acquisition-related fair value adjustments, gain on bargain purchase, unrealized foreign currency translation gain and litigation settlement reserve. The Company’s non-GAAP organic revenue growth is calculated by omitting revenue growth from products added in connection with the Company’s recent acquisitions from total revenue growth.

 

The Company uses adjusted EBITDA, non-GAAP organic revenue growth 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, non-GAAP organic revenue growth 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 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 acquisition-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.

 

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.

 

Gain on bargain purchase. The Company excludes gain on bargain purchase from non-GAAP adjusted EBITDA primarily because such gain 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.

 

Unrealized foreign currency translation gain. The Company excludes unrealized foreign currency translation gain from non-GAAP adjusted EBITDA primarily because such gain 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.

 

Legal settlement reserve. The Company excludes legal settlement reserve from non-GAAP adjusted EBITDA primarily because such reserve 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.

 

Revenue growth from products added in the Company’s recent acquisitions. The Company excludes revenue growth from products added in the Company’s recent acquisitions from non-GAAP organic revenue growth to allow for period-over-period comparability.

 

Non-GAAP adjusted EBITDA is reconciled to net loss and non-GAAP organic revenue growth is reconciled to total revenue growth, the most directly comparable GAAP measures, respectively, 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 April 1, 2024 entitled “Xtant Medical Announces Record Full Year 2023 Revenue of $91.3 Million” (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: April 1, 2024

 

 

 


Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘8-K’ Filing    Date    Other Filings
Filed on / For Period end:4/1/24None on these Dates
12/31/23
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