Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations
This
Management’s Discussion and Analysis provides material historical and prospective disclosures intended to enable investors and
other users to assess our financial condition and results of operations. The following discussion should be read in conjunction with
our consolidated financial statements and accompanying notes included in this Annual Report on Form 10-K. In addition to historical financial
information, the following discussion and analysis contains forward-looking statements that involve risks, uncertainties and assumptions.
Some of the numbers included herein have been rounded for the convenience of presentation. Our actual results may differ materially from
those anticipated in these forward-looking statements as a result of many factors, including those discussed in the “Cautionary
Statement Regarding Forward-Looking Statements” and under the heading “Part I. Item 1A. Risk Factors.”
Business
Overview
We
develop, manufacture and market regenerative medicine products and medical devices for domestic and international markets. Our
products serve the specialized needs of orthopedic and neurological surgeons, as well as trauma, foot and ankle, sports medicine,
wound care surgeons including orthobiologics for the promotion of bone healing, amniotic tissue and collagen for both surgical
repair and chronic wound care, implants and instrumentation for the treatment of spinal disease. We promote our products primarily
in the United States through independent distributors and stocking agents, supported by direct employees.
We have an extensive sales channel of independent commissioned agents and
stocking distributors in the United States representing some or all of our products. We also maintain a national accounts program to enable
our agents to gain access to integrated delivery network hospitals and through group purchasing organizations. We have biologics contracts
with major GPOs, as well as extensive access to IDNs across the United States for both biologics and spine hardware systems. While our
focus is the United States market, we promote and sell our products internationally through stocking distribution partners in Europe,
Canada, Mexico, South America, and certain Pacific region countries. We have recently made and intend to continue to make measured investments
in the expansion of our commercial team to support our new products and maximize the reach of our broad portfolio of orthobiologics solutions.
We
have focused and intend to continue to focus primarily on four key growth initiatives: (1) introduce new products, including our recently
launched nanOss StrataTM, an advanced synthetic bone graft designed to closely resemble natural bone; CollagenXTM, a
bovine collagen particulate product for surgical wound closure; OsteoFactor ProTM, an allogenic growth factor solution;
and TriviumTM, a next-generation demineralized bone matrix, in addition to our introductions in 2024: Cortera®
Posterior Fixation System, a viable bone matrix; OsteoVive® Plus and amniotic membrane allografts, SimpliGraftTM
and SimpliMaxTM, (2) expand our distribution network; (3) penetrate adjacent markets; and (4) leverage our growth
platform with technology and strategic acquisitions. While the intent of these four key growth initiatives is to increase our future
revenues, no assurance can be provided that we will be successful in implementing these growth initiatives or increasing our future
revenues. Since one of our key growth initiatives is to leverage our growth platform with technology and strategic
acquisitions and explore other strategic transactions with respect to our products and our company, including licenses, business
collaborations and other business combinations or transactions with other companies, we, as a matter of course, often engage in
discussions with third parties regarding such matters.
During
the first quarter of 2025, we entered into a manufacture and license agreement with a distributor pursuant to which we agreed to
manufacture and supply to the distributor our SimpliGraft® product under the distributor’s name in exchange for a one-time
$1.5 million cash payment and minimum SimpliGraft® product purchase obligations of the distributor. During the fourth quarter of
2024, we entered into a license agreement with a distributor granting an exclusive right and license to manufacture and
commercialize in the United States our SimpliMaxTM product in exchange for a one-time $1.5 million cash payment and minimum
quarterly royalty payments based on the volume of product sold by the distributor. Effective January 1, 2026, the Centers for
Medicare & Medicaid Services implemented a Local Coverage Determination with significant changes to reimbursement for cellular
and tissue-based products, which impacted our SimpliMaxTM and SimpliGraft® products. In addition, on July 14 and 15, 2025,
CMS released the CY 2026 Physician Fee Schedule proposal and the CY 2026 Hospital Outpatient Prospective Payment System proposal.
Under these rules, which were implemented on January 1, 2026, CMS instituted a consistent payment approach for skin substitutes
across the private office and hospital outpatient departments settings with a fixed price of $127.14 per square centimeter. Together
with the Local Coverage Determination and a recently announced Wasteful and Inappropriate Service Reduction model, there are several
significant potential changes to reimbursement of skin substitutes that have impacted and will likely continue to impact the
industry and the sale of our SimpliMaxTM and SimpliGraft® products. Because of these regulatory changes, the
SimpliGraft® manufacture and license agreement was terminated effective December 31, 2025 and it is possible that the
SimpliMaxTM license agreement may be terminated, adversely affecting our 2026 and future license revenue. During 2025, we
recognized $18.7 million in license revenue and certain product revenue that likely will not repeat in 2026 due primarily to these
reimbursement changes. The loss of this license and product revenue will have an adverse impact on our 2026 revenues and other
operating results, including in particular, our gross margins.
Sale
of Coflex/CoFix Assets and International Hardware Business
On
December 1, 2025, we completed the sale of certain assets relating to our Coflex and CoFix products to Companion Spine pursuant to
an Asset Purchase Agreement dated July 7, 2025. The total purchase price of the Coflex/CoFix Divestiture was $17.5 million (subject
to a closing inventory valuation adjustment set forth in the Coflex/CoFix Agreement). Of the total purchase price, an aggregate of
$7.5 million was previously paid to us in cash as non-refundable deposits, $1.8 million was paid to us in cash at the closing, and
$8.2 million was paid to us as an unsecured promissory note issued by Companion Spine to us the closing (the “Companion Spine
Note”). The outstanding principal balance of the Companion Spine Note, together with the related accrued interest, totaling
$8.5 million was paid to us on February 27, 2026.
Also,
on December 1, 2025, we completed the sale of all of our shares of equity securities of Paradigm. The total purchase price of the Paradigm
Divestiture was $3.9 million, $1.7 million of which was paid to us in cash at the closing and $2.2 million paid on February 27, 2026
in settlement of a net working capital and other purchase price adjustments.
The
aggregate purchase price associated with the two Divestitures was $21.4 million. Of the $10.0 million in cash that we received as a result
of the Divestitures prior to the end of 2025, $8.0 million was used to repay a portion of our term debt, resulting in $14.0 million in
principal outstanding under our term debt as of December 31, 2025. On February 27, 2026, we subsequently received $10.7 million, $2.8
million of which was used to repay a portion of our term debt, resulting in $11.2 million outstanding as of the date of the filing of
this report.
In 2025, we recognized
$20.3 million in revenue from sales of our Coflex and CoFix products and international hardware products which we sold to Companion Spine.
The loss of this revenue will adversely affect our 2026 revenue.
Results
of Operations
Comparison
of Years Ended December 31, 2025 and December 31, 2024
The
following table sets forth our results of operations for 2025 and 2024 (dollars in thousands):
Year Ended December 31,
% of % of
Amount Revenue Amount Revenue
Revenue
Operating Expenses
Other (Expense) Income
Interest income 94 0.1 % — 0.0 %
Unrealized foreign currency translation (loss) gain (60 ) 0.0 % 5 0.0 %
Other income (expense) 73 0.1 % (33 ) (0.0 )%
Total Other (Expense) Income (283 ) (0.2 )% (4,188 ) (3.6 )%
(Provision) Benefit for Income Taxes
Revenue
Total
revenue for the year ended December 31, 2025 increased 14% to $133.9 million compared to $117.3 million for the prior year. This increase
is attributed primarily to $18.7 million of license revenue recognized for the year ended December 31, 2025 compared to $1.5 million
for the year ended December 31, 2024, and an increase in volume of orthobiologics sales. These increases were partially offset by decreased
hardware revenue in 2025.
Cost
of Sales
Cost of sales consists primarily of manufacturing cost, product purchase
costs, and depreciation of surgical instruments. Cost of sales also includes reserves for estimated excess inventory and inventory on
consignment that may be missing and not returned. Cost of sales increased by 1%, or $0.6 million, to $49.7 million for the year ended
December 31, 2025 from $49.1 million for the year ended December 31, 2024. The increase was due primarily to increased charges for excess
and obsolete inventory, partially offset by reduced product costs resulting from the transition to internal production in 2025 compared
to 2024.
Gross
Profit
Gross profit as a percentage of revenue increased to 62.9% for the year
ended December 31, 2025 compared to 58.2% for the year ended December 31, 2024. Of this increase, 530 basis points were due to sales mix
and greater scale, partially offset by a decrease of 260 basis points due to increased charges for excess and obsolete inventory.
General
and Administrative
General
and administrative expenses consist primarily of personnel costs for corporate employees, cash-based and stock-based compensation related
costs, amortization, and corporate expenses for legal, accounting and other professional fees, as well as occupancy costs. General and
administrative expenses increased 2%, or $0.7 million, to $29.4 million for the year ended December 31, 2025 compared to $28.7 million
for the year ended December 31, 2024. This increase is primarily attributable to $2.2 million of additional expense related to various
compensation plans, $0.7 million of additional bad debt expense, $0.7 million of additional legal fees associated primarily with the
divestiture transactions with Companion Spine, partially offset by $1.2 million of reduced stock-based compensation expense.
Sales
and Marketing
Sales
and marketing expenses consist primarily of sales commissions; personnel costs for sales and marketing employees; costs for trade shows,
sales conventions and meetings; travel expenses; advertising; and other sales and marketing related costs. Sales and marketing expenses
decreased 8%, or $3.7 million, to $45.5 million for the year ended December 31, 2025 compared to $49.2 million for the year ended December
31, 2024. This decrease is primarily due to reduced commission expense of $3.9 million resulting from revenue mix and $2.1 million of
reduced compensation expense related to headcount, partially offset by $2.9 million of additional consulting fees.
Research
and Development
Research
and development expenses consist primarily of internal costs for the development of new product technologies. Research and development
expenses decreased 12%, or $0.3 million, to $2.1 million for year ended December 31, 2025 compared to $2.4 million for the year ended
December 31, 2024.
Interest
Expense
Interest
expense for the year ended December 31, 2025 decreased $0.5 million to $3.7 million as compared to $4.2 million for the year ended December
31, 2024. This decrease resulted primarily from reduced borrowings on our revolving line of credit,
as well as prepayments totaling $8.0 million on our term loan, during 2025 as compared to 2024.
Interest
Income
We
recognized $0.1 million of interest income during the year ended December 31, 2025 related to the Companion Spine Note receivable
from the sale of assets related to our Coflex and CoFix products to Companion Spine.
Gain
on Divestiture
We
recognized a gain on divestiture of $3.3 million for the year ended December 31, 2025 as a result of the sale of assets related to our
Coflex and CoFix products and international hardware business to Companion Spine during 2025. No similar gain was recognized during 2024.
Provision
for Income Taxes Current and Deferred
Income
tax provision for the year ended December 31, 2025 was $2.0 million compared to $0.2 million for the year ended December 31, 2024. This
change resulted primarily due to our net income position and an increase in cash federal and state taxes in 2025.
Liquidity
and Capital Resources
Working
Capital
Since
our inception, we have financed our operations primarily through operating cash flows, private placements of equity securities and convertible
debt, debt facilities, common stock rights offerings, and other debt transactions. The following table summarizes our working capital
as of December 31, 2025 and 2024 (in thousands):
December 31,
Current portion of long-term debt 3,500 —
Cash
Flows
Net
cash provided by operating activities for the year ended December 31, 2025 was $12.5 million compared to net cash used in operating activities
of $11.9 million for the year ended December 31, 2024. This change relates primarily to net income for the year ended December 31, 2025
compared to a net loss for the year ended December 31, 2024.
Net
cash provided by investing activities for the year ended December 31, 2025 was $7.9 million compared to net cash used in investing activities
of $3.7 million for the year ended December 31, 2024. This change relates primarily to the proceeds
from the Divestitures to Companion Spine.
Net
cash used in financing activities for the year ended December 31, 2025 was $9.6 million compared to net cash provided by financing
activities of $16.1 million for the year ended December 31, 2024. This change relates primarily to $8.7 million of reduced revolver
borrowings, net of repayments, during 2025 compared to 2024; an $8.0 million payment on long- term debt using a portion of the
proceeds from the Divestitures in 2025; $5.0 million
additional borrowings during 2024; and $4.5 million in proceeds from a private placement during 2024.
Credit
Facilities
On
March 7, 2024, the Company, as guarantor, and certain of our subsidiaries, as borrowers (collectively, the “Borrowers”),
entered into an Amended and Restated Credit, Security and Guaranty Agreement (Term Loan) (as amended from time to time, the
“Term Credit Agreement”) and an Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan) (as
amended from time to time, the “Revolving Credit Agreement” and, together with the Term Credit Agreement, the
“Credit Agreements”) with MidCap Financial Trust and MidCap Funding IV Trust (collectively, “MidCap”), each in its respective capacity as agent,
and lenders from time to time party thereto.
On
May 14, 2024, we entered into Amendment No. 1 to Amended and Restated Credit, Security and Guarantee Agreement (Term Loan) (“Term
Amendment No. 1”), which amended the Term Credit Agreement, and Amendment No. 1 to Amended and Restated Credit, Security and Guarantee
Agreement (Revolving Loan) (“Revolving Amendment No. 1” and, together with Term Amendment No. 1, the “Amendments No.
1”), which amended the Revolving Credit Agreement. The Term Amendment No. 1 increased the amount of term loans that may be borrowed
by $5.0 million to a maximum of $22.0 million, which was fully drawn as of December 31, 2025. In addition, the Amendments No. 1 re-set
the date certain fees payable in connection with optional prepayments are determined to May 14, 2024 and consequently extended such fees’
original expiration. The exit fees were increased by 2.50% to 6.50% of the principal amount borrowed pursuant to the Term Credit Agreement.
The terms of borrowing under the Credit Agreements otherwise remained materially unchanged after the Amendments No. 1.
On
July 7, 2025, we entered into a Limited Consent and Amendment No. 3 to Amended and Restated Credit, Security and Guaranty Agreement (Term
Loan) (the “Term Loan Limited Consent”) with MidCap Financial Trust and a Limited Consent and Amendment No. 3 to Amended
and Restated Credit, Security and Guaranty Agreement (Revolving Loan) (the “Revolving Loan Limited Consent” and together
with the Term Loan Limited Consent, the “Limited Consent Agreements”) with MidCap Funding IV Trust. Under the Limited Consent
Agreements, MidCap agreed, subject to the terms and conditions set forth in the Limited Consent Agreements, to, among other things, consent
to us entering into the Coflex/CoFix Agreement and Paradigm Agreement and the consummation of the Divestitures in accordance with the
terms and subject to the conditions set forth therein, including our prepayment in accordance with the Term Loan Credit Agreement of
$9.6 million to MidCap from the proceeds of the Divestitures.
On
March 26, 2026, we entered into Amendment No. 4 to Amended and Restated Credit, Security and Guaranty Agreement (Term Loan) with MidCap
Financial Trust and Amendment No. 4 to Amended and Restated Credit, Security and Guaranty Agreement (Revolving Loan) with MidCap Funding
IV Trust (collectively, the “Amendment No. 4s”) pursuant to which we eliminated the requirement to comply with the minimum
net revenue covenant for fourth quarter of 2025, adjusted the amortization of the term loan to have amortization calculated off the amount
of principal outstanding when amortization payments start instead of the original principal amount of the term loan, and revised the
minimum net revenue covenant to align solely with revenue generated from the orthobiologics products and correspondingly adjusted the
minimum net revenue amounts.
The
Revolving Credit Agreement, as amended, provides for a secured revolving credit facility (the “Revolving Facility,” and,
together with the secured term credit facility under the Term Credit Agreement, the “Facilities”) under which the Borrowers
may borrow up to $17.0 million at any one time, the availability of which is determined based on a borrowing base equal to percentages
of certain accounts receivable and inventory of the Borrowers in accordance with a formula set forth in the Revolving Credit Agreement.
All borrowings under the Revolving Facility are subject to the satisfaction of customary conditions, including the absence of default,
the accuracy of representations and warranties in all material respects and the delivery of an updated borrowing base certificate.
The
Facilities have a maturity date of March 1, 2029. Each of the Borrowers, and the Company, as guarantor, are jointly and severally liable
for all of the obligations under the Facilities on the terms set forth in the Credit Agreements. The Borrowers’ obligations, and
the Company’s obligations as a guarantor, under the Credit Agreements are secured by first-priority liens on substantially all
of their assets, including, without limitation, all inventory, equipment, accounts, intellectual property and other assets of the Company
and the Borrowers. As of December 31, 2025, we had $10.9 million outstanding and $3.8 million of availability under the Revolving Credit
Facility. As mentioned above, on February 27, 2026, we received $10.7 million upon repayment of the Companion Spine Note and
settlement of the net working capital and other purchase price adjustments, $2.8 million of which was used to repay a portion of our term
debt, resulting in $11.2 million outstanding as of the date of the filing of this report.
The
loans and other obligations pursuant to the Credit Agreements bear interest at a per annum rate equal to the sum of the SOFR Interest
Rate, as such term is defined in the Credit Agreements, plus the applicable margin of 6.50% in the case of the Term Credit Agreement,
and an applicable margin of 4.50% in the case of the Revolving Credit Agreement, subject in each case to a floor of 2.50%. As of December
31, 2025, the effective rate of the Term Credit Agreement, inclusive of authorization of debt issuance costs and accretion of the final
payment, was 14.08%, and the effective rate of the Revolving Credit Agreement was 8.49%.
The
Credit Agreements contain affirmative and negative covenants customarily applicable to senior secured credit facilities, including covenants
that, among other things, limit or restrict the ability of the Borrowers, subject to negotiated exceptions, to incur additional indebtedness
and additional liens on their assets, engage in mergers or acquisitions or dispose of assets, pay dividends or make other distributions,
voluntarily prepay other indebtedness, enter into transactions with affiliated persons, make investments, and change the nature of their
businesses. In addition, the Credit Agreements require the Borrowers and the Company to maintain net product revenue at or above minimum
levels and to maintain a certain minimum liquidity level, in each case as specified in the Credit Agreements. As of December 31, 2025,
we were in compliance with all applicable covenants under the Credit Agreements. As of December 31, 2025, our Credit Agreements included a minimum net revenue covenant, however, pursuant to the Amendment No. 4s executed
in March 2026, we were not required to comply with the minimum net revenue covenant for the quarter ended December 31, 2025. Under the
covenant terms in effect prior to the Amendment No. 4s, we would not have been in compliance with the minimum net revenue requirement
for that quarter.
Cash
Requirements
We
believe that our $17.3 million of cash and cash equivalents as of December 31, 2025, together with the $10.7 million in cash we
received on February 27, 2026 from Companion Spine in connection with the Divestitures, our anticipated operating cash flows and amounts available under the
Facilities, will be sufficient to meet our anticipated cash requirements through at least March 2027. However, we may require or
seek additional capital to fund our future operations and business strategy prior to March 2027. Accordingly, there is no assurance
that we will not need or seek additional financing prior to such time.
We
may elect to raise additional financing even before we need it if market conditions for raising additional capital are favorable. We
may seek to raise additional financing through various sources, such as equity and debt financings, or additional debt restructurings
or refinancings. We can give no assurances that we will be able to secure additional sources of funds to support our operations, or if
such funds are available to us, that such additional financing will be sufficient to meet our needs or on terms acceptable to us. This
is particularly true if economic and market conditions deteriorate or our business, financial performance or prospects deteriorate.
To
the extent that we raise additional capital through the sale of equity or convertible debt securities or the restructuring or refinancing
of our debt, the interests of our current stockholders may be diluted, and the terms may include discounted equity purchase prices, warrant
coverage, liquidation or other preferences or rights that would adversely affect the rights of our current stockholders. If we issue
common stock, we may do so at purchase prices that represent a discount to our trading price and/or we may issue warrants to the purchasers,
which could further dilute our current stockholders. If we issue preferred stock, it could adversely affect the rights of our stockholders
or reduce the value of our common stock. In particular, specific rights or preferences granted to future holders of preferred stock may
include voting rights, preferences as to dividends and liquidation, conversion and redemption rights, sinking fund provisions, and restrictions
on our ability to merge with or sell our assets to a third party. Additional debt financing, if available, may involve agreements that
include covenants limiting or restricting our ability to take specific actions, such as incurring additional debt, making capital expenditures
or declaring dividends. Prior to raising additional equity or debt financing, we may be required to obtain the consent of MidCap Financial
Trust and MidCap Funding IV Trust under our Credit Agreements, and no assurance can be provided that they would provide such consent,
which could limit our ability to raise additional financing and the terms thereof.
Recent
Accounting Pronouncements
Information
regarding recent accounting pronouncements is included in Note 1 to our consolidated financial statements in “Item 8. Financial
Statements and Supplementary Data.”
Critical
Accounting Estimates
All
of our significant accounting policies and estimates are described in Note 1 to our consolidated financial statements in “Item
8. Financial Statements and Supplementary Data.” Certain of our more critical accounting estimates require the application
of significant judgment by management in selecting the appropriate assumptions in determining the estimate. By their nature, these judgments
are subject to an inherent degree of uncertainty. We develop these judgments based on our historical experience, terms of existing contracts,
our observance of trends in the industry, information provided by our customers, and information available from other outside sources,
as appropriate. Actual results may differ from these estimates under different assumption conditions.
We
believe that the following financial estimate is both important to the portrayal of our financial condition and results of operations
and requires subjective or complex judgments. Further, we believe that the item discussed below is properly recorded in our consolidated
financial statements for all periods presented. Our management has discussed the development, selection, and disclosure of our most critical
financial estimates with the Audit Committee of the Board of Directors and with our independent registered public accounting firm. The
judgments about those financial estimates are based on information available as of the date of our financial statements. Our most critical
accounting estimate is inventory valuation, as described in more detail below.
Inventory
Valuation
Inventories
are stated at the lower of cost or net realizable value. Cost is determined using the specific identification method and includes materials,
labor and overhead. We calculate an inventory reserve for estimated obsolescence and excess inventory based on historical usage and sales,
as well as assumptions about anticipated future demand for products. A significant sustained decrease in demand could result in an increase
in the amount of excess inventory quantities on hand. Additionally, our industry is characterized by regular new product development
and introductions that could result in an increase in the amount of obsolete inventory quantities on hand due to cannibalization of existing
products. Our estimates for excess and obsolete inventory are reviewed and updated on a quarterly basis. Our estimates of anticipated
future product demand may prove to be inaccurate in which case we may be required to incur charges for excess and obsolete inventory.
Increases in our inventory reserves result in a corresponding expense, which is recorded to cost of sales. We believe the total reserve
at December 31, 2025 is adequate.
Item 7A.Quantitative and Qualitative Disclosures About Market Risk
This
Item 7A is inapplicable to us as a smaller reporting company.
Item 8.Financial Statements and Supplementary Data
INDEX
TO CONSOLIDATED FINANCIAL STATEMENTS
Consolidated Statements of Operations 55
Consolidated Statements of Comprehensive Income (Loss) 56
Consolidated Balance Sheets 57
Consolidated Statements of Changes in Stockholders’ Equity 58
Consolidated Statements of Cash Flows 59
Notes to Consolidated Financial Statements 60
Report
of Independent Registered Public Accounting Firm
Board
of Directors and Shareholders
Xtant Medical Holdings, Inc.
Opinion
on the financial statements
We
have audited the accompanying consolidated balance sheets of Xtant Medical Holdings, Inc. (a Delaware corporation) and subsidiaries
(the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations, comprehensive
income (loss), changes in shareholders’ equity, and cash flows for each of the two years in the period ended December 31, 2025
and 2024, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion,
the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December
31, 2025 and 2024, and the results of its operations and its cash flows for each of the two years in the period ended December 31,
2025 and 2024, in conformity with accounting principles generally accepted in the United States of America.
Basis
for opinion
These
consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion
on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public
Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company
in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission
and the PCAOB.
We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company
is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits
we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion
on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error
or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding
the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant
estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits
provide a reasonable basis for our opinion.
Critical
audit matter
The
critical matter communicated below is a matter arising from the current period audit of the financial statements that was
communicated or required to be communicated to the audit committee that: (1) relates to accounts or disclosures that are material to
the financial statements and (2) involved especially challenging, subjective, or complex judgments. The communication of
critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by
communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or
disclosures to which it relates.
Reserves
for excess and obsolete spinal implant inventory
As
described further in Note (1), Business Description and Summary of Significant Accounting Policies, to the consolidated financial statements,
inventories are stated at the lower of cost or net realizable value. The Company calculates an inventory reserve for estimated obsolescence
and excess inventory based on historical usage and sales, as well as assumptions regarding future demand for its products. We identified
the estimation of reserves for excess and obsolete spinal implant inventory to be a critical audit matter.
The
principal consideration for our determination that excess and obsolete spinal implant inventory reserves is a critical audit matter is
that the determination involves subjective auditor judgment because of the assumptions and judgments used in determining the excess and
obsolete inventory reserves, including future demand for existing and new product launches.
Our
audit procedures related to excess and obsolete spinal implant inventory reserves included the following, among others:
/s/
GRANT THORNTON LLP
We
have served as the Company’s auditor since 2023.
Minneapolis,
Minnesota
March 31, 2026
XTANT
MEDICAL HOLDINGS, INC.
Consolidated
Statements of Operations
(In
thousands, except number of shares and per share amounts)
Year Ended December 31,
Revenue
Operating Expenses
Other (Expense) Income
Interest income 94 —
Unrealized foreign currency translation (loss) gain (60 ) 5
Gain on divestiture 3,281 —
Other income (expense) 73 (33 )
Total Other (Expense) Income (283 ) (4,188 )
Provision for Income Taxes Current and Deferred (2,028 ) (187 )
Net Income (Loss) Per Share:
Shares used in the computation:
See
notes to consolidated financial statements.
XTANT
MEDICAL HOLDINGS, INC.
Consolidated
Statements of Comprehensive Income (Loss)
(In
thousands)
Year Ended December 31,
Other Comprehensive Income (Loss)
Foreign currency translation adjustments 316 (345 )
See
notes to consolidated financial statements.
XTANT
MEDICAL HOLDINGS, INC.
Consolidated
Balance Sheets
(In
thousands, except number of shares and par value)
ASSETS
Current Assets:
Prepaid and other current assets 2,389 1,601
LIABILITIES & STOCKHOLDERS’ EQUITY
Current Liabilities:
Current portion long-term debt 3,500 —
Current portion of lease liability 622 703
Current portion of finance lease obligations 35 69
Long-term Liabilities:
Financing lease obligations, net 12 47
Long-term debt, plus premium and less issuance costs 11,026 22,038
Deferred tax liability 5 42
Commitments and Contingencies (Note 12) — —
Stockholders’ Equity:
Accumulated other comprehensive income — (316 )
Total Liabilities & Stockholders’ Equity $ 94,145 $ 93,837
See
notes to consolidated financial statements.
XTANT
MEDICAL HOLDINGS, INC.
Consolidated
Statements of Changes in Stockholders’ Equity
(In
thousands, except number of shares and par value)
Shares Total Capital Income (Loss) Deficit Equity
Shares Total Capital Income (Loss) Deficit Equity
Stock-based compensation — — 4,117 — — 4,117
Foreign currency translation adjustment — — — (345 ) — (345 )
Stock-based compensation — — 2,892 — — 2,892
Foreign currency translation adjustment — — — 316 — 316
See
notes to consolidated financial statements.
XTANT
MEDICAL HOLDINGS, INC.
Consolidated
Statements of Cash Flows
(In
thousands)
Year Ended December 31,
Operating activities:
Depreciation and amortization 5,223 4,224
Loss (gain) on sale of fixed assets 251 (264 )
Provision for reserve on accounts receivable 1,404 823
Provision for excess and obsolete inventory 3,669 485
Gain on divestiture (3,281 ) —
Other (76 ) (5 )
Changes in operating assets and liabilities:
Trade accounts receivable (591 ) (755 )
Prepaid and other assets (1,537 ) (218 )
Net cash provided by (used in) operating activities 12,546 (11,896 )
Investing activities:
Purchases of property and equipment (2,382 ) (4,113 )
Proceeds from sale of fixed assets 232 383
Proceeds from divestiture 10,049 —
Net cash provided by (used in) investing activities 7,899 (3,730 )
Financing activities:
Payments on long-term debt (8,000 ) —
Payments on financing leases (67 ) (65 )
Proceeds from private placement, net of issuance costs (65 ) 4,456
Proceeds from issuance of long-term debt — 5,000
Debt issuance costs (49 ) (651 )
Proceeds from exercise of stock-based compensation — 13
Net cash (used in) provided by financing activities (9,570 ) 16,073
Net change in cash and cash equivalents and restricted cash 11,107 298
Cash and cash equivalents and restricted cash at beginning of year 6,221 5,923
Cash and cash equivalents and restricted cash at end of year $ 17,328 $ 6,221
See
notes to consolidated financial statements.
Notes
to Consolidated Financial Statements
(1)
Business Description and Summary of Significant Accounting Policies
Business
Description
The
accompanying consolidated financial statements include the accounts of Xtant Medical Holdings, Inc., a Delaware corporation, and its
wholly owned subsidiaries, which are jointly referred to herein as “Xtant” or the “Company”. The terms “we,”
“us” and “our” also refer to Xtant.
All
intercompany balances and transactions have been eliminated in consolidation.
Xtant
products serve the combined specialized needs of orthopedic and neurological surgeons, including orthobiologics for the promotion of
bone healing, implants and instrumentation for the treatment of spinal disease, tissue grafts for the treatment of orthopedic disorders
to promote healing following spine, cranial and foot surgeries and the development, manufacturing and sale of medical devices for use
in orthopedic spinal surgeries.
Use
of Estimates
The
preparation of the financial statements requires management of the Company to make a number of estimates and assumptions relating to
the reported amount of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements
and the reported amounts of revenue and expenses during the period. Significant estimates include the carrying amount of property and
equipment; goodwill, intangible assets and liabilities; allowance for credit losses for trade receivables; valuation allowances for inventory,
deferred income tax assets and liabilities; current and long-term lease obligations and corresponding right-of-use asset; and estimates
for the fair value of long-term debt, stock options and other equity awards upon which the Company determines stock-based compensation
expense. Actual results could differ from those estimates.
Cash,
Cash Equivalents, and Restricted Cash
The
Company considers all highly liquid investments purchased with an original maturity date of three months or less to be cash equivalents.
Cash equivalents are recorded at cost, which approximates market value. The Company maintains its cash balances primarily with two financial
institutions. These balances generally exceed federally insured limits. The Company has not experienced any losses in such accounts and
believes it is not exposed to any significant credit risk in cash and cash equivalents.
Cash
and cash equivalents classified as restricted cash on the Company’s consolidated balance sheets are restricted as to withdrawal
or use under the terms of certain contractual agreements. The December 31, 2025 balance included lockbox deposits that are temporarily
restricted due to timing at the period end. The lockbox deposits are applied against the Company’s line of credit the next business day.
Trade
Accounts Receivable and Allowances
Accounts
receivable represents amounts due from customers for which revenue has been recognized. Normal terms on trade accounts receivable are
net 30 days, and some customers are offered discounts for early pay. The Company performs credit evaluations when considered necessary,
but generally does not require collateral to extend credit. The Company applies the practical expedient for contacts with payment terms
of one year or less which does not consider the effect of the time value of money.
The
allowance for credit losses is the Company’s best estimate of the amount of probable credit losses in the Company’s
existing receivables. The Company determines the allowance based on factors such as historical collection experience,
customers’ current creditworthiness, customer concentration, age of accounts receivable balance, general economic conditions
that may affect a customer’s ability to pay, and management judgment. In addition, we include provision for current expected
credit loss based on historical collection experience adjusted for current economic conditions affecting collectability and reasonable and supportable forecast concerning the future. Actual
customer collections could differ from estimates. Account balances are charged to the allowance after all means of collection have
been exhausted and the potential for recovery is considered remote. Provisions to the allowance for credit losses are charged to
expense. The Company does not have any off-balance sheet credit exposure related to its customers. As of December 31, 2025, 2024, and 2023 trade accounts receivable were $20.0 million, $22.1 million, and $21.7 million,
respectively, and are presented net of an allowance for credit losses of $2.2 million, $1.4 million, and $0.9 million, respectively.
Inventories
Inventories
are stated at the lower of cost or net realizable value. Cost is determined using the specific identification method in the case of biologics
and weighted average cost in the case of hardware and includes materials, labor and overhead. The Company calculates an inventory reserve
for estimated obsolescence and excess inventory based on historical usage and sales, as well as assumptions about future demand for its
products. These estimates for excess and obsolete inventory are reviewed and updated on a quarterly basis. Increases in the inventory
reserves result in a corresponding expense, which is recorded to cost of sales.
Property
and Equipment
Property
and equipment are stated at cost less accumulated depreciation. Depreciation is computed using the straight-line method over the estimated
useful lives of the assets, generally three3 to seven years for computers and equipment and five years for surgical instruments. Leasehold
improvements are depreciated over the shorter of their estimated useful life or the remaining term of the lease. Repairs and maintenance
are expensed as incurred.
Intangible
Assets
Intangible
assets with estimable useful lives are amortized over their respective estimated useful lives to their estimated residual values and
reviewed for impairment whenever events or circumstances indicate their carrying amount may not be recoverable. Intangible assets include
tradenames, customer relationships and patents. Intangible assets are carried at cost less accumulated amortization. The Company amortizes
these assets on a straight-line basis over their estimated useful lives.
Other
Assets
Other
assets consist of inventory receivable and the short-term and the long-term portion of prepaid expenses and security deposits.
Long-Lived
Asset Impairment
Long-lived
assets, including property and equipment and intangible assets, are reviewed for impairment whenever events or changes in circumstances
indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison
of the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If such assets are considered
to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated
fair value of the assets.
Goodwill
Goodwill
represents the excess of costs over fair value of assets of businesses acquired. Goodwill and intangible assets acquired in a business
combination and determined to have indefinite useful lives are not amortized; instead, they are tested for impairment at least annually
and whenever events or circumstances indicate the carrying amount of the asset may not be recoverable. The Company conducts its impairment
test on an annual basis and reviews the assumptions on a quarterly basis. We test goodwill for impairment at the reporting unit level,
which is an operating segment or one level below an operating segment, referred to as a component. A component of an operating segment
is a reporting unit if the component constitutes a business for which discrete financial information is available and segment management
regularly reviews the operating results of that component.
Stock-Based
Compensation
The
Company accounts for stock-based compensation in accordance with Financial Accounting Standards Board, or FASB, Accounting Standards
Codification (“ASC”) 718, Compensation-Stock Compensation. ASC 718 requires the recognition of compensation expense, using
a fair-value based method, for costs related to all share-based payments including stock options, restricted stock units, performance
stock units, and shares issued under its employee stock purchase plan. ASC 718 requires companies to estimate the fair value of all share-based
payment option awards on the date of grant using an option pricing model. The fair value of stock options is recognized over the period