Exhibit 99.2
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following unaudited pro forma condensed combined financial statements present the combination of the historical financial statements of Xtant Medical Holdings, Inc., a Delaware corporation (“Xtant” or the “Company”), and Surgalign Holdings, Inc. (“Surgalign Holdings”), a Delaware corporation, adjusted to give effect to the transaction contemplated by the Asset Purchase Agreement dated June 18, 2023 between Xtant and Surgalign Holdings (as amended the “Purchase Agreement”), pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, Xtant acquired certain assets of Surgalign Holdings and its subsidiaries used in Surgalign Holding’s hardware and biologics business. The acquired assets included specified inventory, intellectual property and intellectual property rights, contracts, records and outstanding equity securities of its international subsidiaries, and intangibles related to Surgalign Holding’s hardware and biologics business (collectively, the “Assets”), and Xtant assumed certain specified liabilities of Surgalign Holdings and its subsidiaries (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of $5 million in cash. The Transaction was completed on August 10, 2023.
The Transaction was conducted through a process supervised by the United States Bankruptcy Court for the Southern District of Texas, Houston Division in connection with Surgalign Holdings’s bankruptcy, and therefore Xtant acquired the Assets with limited representations and warranties.
The Transaction is reflected in the pro forma condensed combined financial statements in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and FASB ASC 350, Intangibles – Goodwill and Other. Based on the terms of the Purchase Agreement, Xtant was determined to be the acquirer for accounting purposes and the Transaction was accounted for under the acquisition method in accordance with FASB ASC 805, Business Combinations, and FASB ASC 350, Intangibles—Goodwill and Other, using the fair value concepts defined in FASB ASC 820, Fair Value Measurements and Disclosures.
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X, Pro Forma Financial Information, as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses”, which is herein referred to as “Article 11”. Article 11 provides simplified requirements to depict the accounting for the Transaction (“Transaction Accounting Adjustments”) and the option to present the reasonably estimable synergies and other Transaction effects that have occurred or are reasonably expected to occur (“Management’s Adjustments”). The Company has elected not to present Management’s Adjustments in the unaudited pro forma condensed combined financial statements.
The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2023 gives effect to the Transaction as if it had occurred on January 1, 2023, the beginning of the earliest period presented.
The unaudited pro forma condensed combined financial statements should be read in conjunction with Xtant’s separately filed historical consolidated financial statements and the historical Surgalign Holdings financial statements and accompanying notes filed as Exhibit 99.1 to the Current Report on Form 8-K to which these unaudited pro forma condensed combined financial statements are filed as an exhibit. The pro forma adjustments are preliminary and are based upon available information and certain assumptions, as described in the accompanying notes to the unaudited pro forma condensed combined financial statements, which the Company believes are reasonable under the circumstances.
Actual results and valuations may differ materially from the assumptions within the unaudited pro forma condensed combined financial statements. The unaudited pro forma condensed combined financial statements are not necessarily indicative of the financial position or results of operations to be expected in future periods or the results that actually would have been realized had the Transaction occurred during the specified periods and do not give effect to the potential impact of current financial condition, regulatory matters, operating efficiencies or other savings or expenses that may be associated with the Transaction. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and may not be indicative of the results of operations or financial condition of the combined company following the Transaction.
Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2023
(In thousands)
| Xtant (Historical) | Surgalign Holdings, Inc. (Historical) | Adjustments to Surgalign Holdings’s Historical Financial Statements (See Note 4) | Transaction | Notes | Pro Forma Combined | |||||||||||||||||
| Revenue | $ | 91,303 | $ | 34,989 | $ | (59 | ) | $ | — | $ | 126,233 | |||||||||||
| Cost of sales | 35,836 | 11,718 | — | 144 | (a) | 47,698 | ||||||||||||||||
| Gross Profit | 55,467 | 23,271 | (59 | ) | (144 | ) | 78,535 | |||||||||||||||
| Operating Expenses | ||||||||||||||||||||||
| General and administrative | 25,850 | 45,172 | (9,746 | ) | 271 | (b) | 61,547 | |||||||||||||||
| Sales and marketing | 38,439 | — | — | — | 38,439 | |||||||||||||||||
| Research and development | 1,336 | 5,873 | (2,763 | ) | — | 4,446 | ||||||||||||||||
| Severance and restructuring costs | — | 932 | (466 | ) | — | 466 | ||||||||||||||||
| Gain on acquisition contingency | — | (1,066 | ) | 1,066 | — | — | ||||||||||||||||
| Asset impairment and abandonments | — | 637 | (84 | ) | — | 553 | ||||||||||||||||
| Transaction and integration expenses | — | 463 | (463 | ) | — | — | ||||||||||||||||
| Total Operating Expenses | 65,625 | 52,011 | (12,456 | ) | 271 | 105,180 | ||||||||||||||||
| Gain on Sale of Coflex | — | (12,631 | ) | 12,631 | — | |||||||||||||||||
| (Loss) Income from Operations | (10,158 | ) | (16,109 | ) | (234 | ) | (415 | ) | (26,916 | ) | ||||||||||||
| Other Income (Expense) | ||||||||||||||||||||||
| Interest expense | 2,938 | 506 | (252 | ) | — | 3,192 | ||||||||||||||||
| Interest income | (149 | ) | — | — | — | (149 | ) | |||||||||||||||
| Foreign exchange gain | (265 | ) | (619 | ) | (73 | ) | — | (957 | ) | |||||||||||||
| Other expense (income) -net | 49 | (323 | ) | 87 | — | (187 | ) | |||||||||||||||
| Change in fair value of warrant liability | — | (20,800 | ) | 5,288 | — | (15,512 | ) | |||||||||||||||
| Bargain purchase gain | (11,694 | ) | — | — | — | (11,694 | ) | |||||||||||||||
| Total Other Expense | (9,121 | ) | (21,236 | ) | 5,050 | — | (25,307 | ) | ||||||||||||||
| Net (Loss) Income from Operations Before Provision for Income Taxes | (1,037 | ) | 5,127 | (5,284 | ) | (415 | ) | (1,609 | ) | |||||||||||||
| Provision for Income Taxes Current and Deferred | (1,697 | ) | 319 | (20 | ) | — | (1,398 | ) | ||||||||||||||
| Net Income (Loss) | $ | 660 | $ | 4,808 | $ | (5,264 | ) | $ | (415 | ) | $ | (211 | ) | |||||||||
| Net Loss Per Share: | ||||||||||||||||||||||
| Basic | $ | 0.01 | $ | 0.60 | $ | 0.00 | ||||||||||||||||
| Dilutive | $ | 0.01 | $ | 0.55 | $ | 0.00 | ||||||||||||||||
| Shares used in the computation: | ||||||||||||||||||||||
| Basic | 119,093,687 | 8,072,339 | 119,093,687 | |||||||||||||||||||
| Dilutive | 126,793,318 | 8,766,184 | 119,093,687 | |||||||||||||||||||
See notes to unaudited pro forma condensed combined financial statements.
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED COMBINED FINANCIAL STATEMENTS
(In thousands)
| 1. | Description of the Transaction |
On June 18, 2023, Xtant Medical Holdings, Inc. (“Xtant” or the “Company”) entered into an Asset Purchase Agreement (the “Purchase Agreement”) with Surgalign Holdings, Inc. (“Surgalign Holdings”), pursuant to which, subject to the terms and conditions set forth in the Purchase Agreement, Xtant agreed to acquire certain assets of Surgalign Holdings and its subsidiaries on an as-is, where-is basis, including specified inventory, intellectual property and intellectual property rights, contracts, equipment and other personal property, records, all outstanding equity securities of Surgalign Holdings’ international subsidiaries, and intangibles related to the business of designing, developing and manufacturing hardware medical technology and distributing biologics medical technology, as conducted by Surgalign Holdings and its subsidiaries (collectively, the “Assets”), and assume certain specified liabilities of Surgalign Holdings and its subsidiaries (collectively, the “Liabilities” and such acquisition of the Assets and assumption of the Liabilities together, the “Transaction”) for a total purchase price of $5 million in cash. The Transaction was completed on August 10, 2023.
For accounting purposes, the Transaction was accounted for under the acquisition method in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 805, Business Combinations, and FASB ASC 350, Intangibles—Goodwill and Other.
| 2. | Basis of Pro Forma Presentation |
The unaudited pro forma condensed combined financial statements have been prepared in accordance with Article 11 of Regulation S-X and reflect Transaction accounting adjustments management believes are necessary to present fairly Xtant’s pro forma results of operations following the closing of the Transaction for the periods presented.
The historical financial information of Xtant and Surgalign Holdings being presented in the unaudited pro forma financial statements is derived from Xtant’s audited consolidated statement of operations for the year ended December 31, 2023, which were prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).
On February 28, 2023, Xtant purchased all of the issued and outstanding shares of common stock of Surgalign SPV Inc. (“Surgalign SPV”), an indirect, wholly owned subsidiary of Surgalign Holdings, which shares constituted all of the outstanding equity of Surgalign SPV, for an aggregate purchase price of $17.0 million in cash. The historical financial information of Surgalign SPV has been included within the historical financial information of Surgalign Holdings prior to the acquisition of February 28, 2023, within the pro forma unaudited condensed consolidated statement of operations for the year ended December 31, 2023 as the acquired assets of Surgalign SPV, together with the Assets, were deemed to represent substantially all of Surgalign Holdings’s key operating assets in accordance with Regulation S-X 3-05.
These unaudited pro forma condensed combined financial statements are presented for illustrative purposes only and do not give effect to any cost savings from operating efficiencies, revenue synergies, differences in stand-alone costs or costs for the integration of Surgalign Holdings’s operations. These unaudited pro forma condensed combined financial statements do not purport to represent what the actual consolidated results of operations of Xtant would have been had the Transaction been completed on the dates assumed, nor are they indicative of future consolidated results of operations or consolidated financial position. Any transaction, separation or integration costs will be expensed in the appropriate accounting periods after completion of the Transaction.
As indicated in Note 5 to these unaudited pro forma condensed combined financial statements, management has made certain adjustments to the historical book values of the assets acquired to reflect preliminary estimates of fair value necessary to prepare the unaudited pro forma condensed combined financial statements, with the excess of the fair value of net assets acquired over the purchase price recorded as a gain on bargain purchase. Actual results may differ from these unaudited pro forma condensed combined financial statements once management has completed the valuation studies necessary to finalize the required purchase price allocations. There can be no assurance that such finalization will not result in material changes. The preliminary unaudited pro forma purchase price allocation has been made solely for preparing these unaudited pro forma condensed combined financial statements.
| 3. | Accounting Policies |
As part of preparing these unaudited pro forma condensed combined financial statements, Management conducted a review of the accounting policies of Surgalign Holdings to determine if differences in accounting policies require reclassification of results of operations or reclassification of assets to conform to Xtant’s accounting policies and classifications. During the preparation of these unaudited pro forma condensed combined financial statements, management did not become aware of any material differences between accounting policies of Xtant and Surgalign Holdings.
The unaudited pro forma condensed combined financial statements may not reflect all reclassifications necessary to conform Surgalign Holdings’s presentation to that of Xtant due to limitations on the availability of information as of the date of the Current Report on Form 8-K to which these unaudited pro forma condensed combined financial statements are filed as an exhibit.
| 4. | Adjustments to Surgalign Holdings’s Historical Financial Statements |
These adjustments are amounts in Surgalign Holdings’s historical statements of operations and historical balance sheet that relate to revenue and expenses and assets and liabilities directly associated with a component not acquired by Xtant in the Transaction, and therefore, are not included in the unaudited pro forma condensed combined statements of operations and the unaudited pro forma condensed combined balance sheet.
| 5. | Purchase Price Allocation |
Xtant purchased certain Assets and certain Liabilities as described above of Surgalign Holdings, for a total purchase price of $5 million in cash.
The table below represents the allocation of the total consideration for Surgalign Holdings’s assets based on management’s estimate of their respective fair values as of August 10, 2023, and is applied to the unaudited pro forma condensed combined balance sheet as if the Transaction occurred on January 1, 2023 (in thousands):
| Cash | $ | 1,087 | ||
| Accounts receivable | 1,627 | |||
| Inventories | 15,300 | |||
| Prepaids and other current assets | 825 | |||
| Equipment | 2,067 | |||
| Right-of-use-asset | 576 | |||
| Accounts payable | (530 | ) | ||
| Accrued liabilities | (1,170 | ) | ||
| Current portion of lease liability | (238 | ) | ||
| Lease liability, less current portion | (338 | ) | ||
| Net assets acquired | 19,206 | |||
| Bargain purchase gain | (11,694 | ) | ||
| Deferred tax liability | (1,922 | ) | ||
| Total purchase consideration | $ | 5,590 |
The Transaction was recorded by allocating the costs of the net assets acquired based on their respective estimated fair values at the acquisition date. The fair values were based on management’s analysis, including work performed by third-party valuation specialists.
| 6. | Transaction Accounting Adjustments |
The Transaction accounting adjustments are based on Xtant’s preliminary estimates and assumptions that are subject to change. The following adjustments have been reflected in the unaudited pro forma condensed combined financial statements as if the Transaction occurred on January 1, 2023:
| (a) | Inventory and Cost of Sales |
Xtant recorded additional cost of sales of $144 thousand in connection with the sell-through of inventory at the stepped-up fair value.
| (b) | Intangible Amortization |
Reflects the adjustments in connection with the recorded fair value, Xtant recorded additional intangible amortization expense of $271 thousand for the year ended December 31, 2023.
