ATEC Alphatec Holdings Inc

 

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): July 29, 2024

 

 

Alphatec Holdings, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware			000-52024	20-2463898
(State or Other Jurisdiction of Incorporation)			(Commission File Number)	(IRS Employer Identification No.)
1950 Camino Vida Roble
Carlsbad, California				92008
(Address of Principal Executive Offices)				(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 760 431-9286

 

(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:

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 $.0001 per share		ATEC		Nasdaq Global Select Market

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. ☐

 

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Item 2.02 Results of Operations and Financial Condition.

The following information is furnished pursuant to Item 2.02, “Results of Operations and Financial Condition,” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

On July 31, 2024, Alphatec Holdings, Inc. (the “Company”) issued a press release announcing its financial results for its period ended June 30, 2024. A copy of the press release is attached hereto as Exhibit 99.1.

 

The information contained in this Current Report, including the exhibit, shall not be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective July 29, 2024, the Company's Board of Directors (“Board”) increased the number of directors to serve on the Board to ten members and appointed Keith Valentine to serve as a director of the Company and as a member of the Company’s Nominating and Corporate Governance Committee for a term commencing on July 29, 2024, and expiring at the Annual Meeting of Stockholders of the Company in 2025 and until his successor is duly elected and qualifies, unless he sooner dies, retires or resigns. The Board has determined that Mr. Valentine satisfies the current “independent director” standards established by the rules of The Nasdaq Stock Market.

Mr. Valentine will receive annual compensation in accordance with the Company’s standard remuneration for its non-employee directors, as revised by the Compensation Committee of the Board effective as of April 25, 2024, which provides that non-employee directors receive a one-time, time-based restricted stock unit (“RSU”) award granted upon election or appointment to the Board, with a grant value of $300,000, as determined by the volume weighted average trading price (“VWAP”) of the Company’s stock for the 30-trading day period prior to date of election or appointment (the “Initial Board Grant”). The Initial Board Grant vests in three equal installments on each of the first three anniversaries of the grant date, conditioned upon continued Board service. Additionally, non-employee directors receive an annual RSU award for service on the Board with a grant value of $185,000 (the “Annual Board Grant”). For continuing (incumbent) non-employee directors, the Annual Board Grant is granted as of the date of the annual meeting of stockholders, based upon the VWAP of the Company’s stock for the 30-trading day period prior to the grant date. For newly elected or newly appointed, non-employee directors, the Annual Board Grant is granted upon election or appointment to the Board, with a grant value, as determined by the 30-trading day VWAP prior to date of election or appointment, pro-rated by the number of days from the date of the prior annual meeting of stockholders to the date of the grant, divided by 365. The Annual Board Grant vests on the earlier of (a) the next annual meeting of stockholders and (b) the death or resignation of the director. In the event of death or resignation of the director, the Annual Board Grant vests pro-rated based on the number of actual days served by the director from the time of the grant to such death or resignation, divided by 365. Additionally, non-employee directors receive an annual cash retainer as follows: (i) $45,000 to each non-employee director that serves as a member of the Board ($70,000 for Chair or Lead Director of the Board) and (ii) $10,000 ($20,000 for Chair), $7,500 ($15,000 for Chair), and $5,000 ($10,000 for Chair) to each non-employee director that serves as a member of the Audit Committee, Compensation Committee, and/or Nominating and Corporate Governance Committee, respectively. Cash retainers are paid quarterly in equal installments, pro-rated based on the number of actual days served by the director during the applicable quarter.

In addition, it is anticipated that Mr. Valentine will enter into the Company’s standard form of indemnification agreement for non-employee directors, a copy of which is attached as Exhibit 10.5 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009, filed with the U.S. Securities and Exchange Commission (“SEC”) on May 5, 2009, and incorporated herein by reference.

There are no other arrangements or understandings between Mr. Valentine and any other person pursuant to which he was selected to serve on the Board. There are no family relationships between Mr. Valentine and any director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

Item 7.01

On July 31, 2024, the Company issued a press release announcing the appointed of Keith Valentine to the Board. A copy of the press release is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

The information furnished under this Item 7.01 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be deemed to be “filed” for the 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, and it shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as

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amended, or under the Exchange Act, whether made before or after the date hereof, except as expressly set forth by specific reference in such filing to this Item 7.01 of this Current Report on Form 8-K.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

 

99.1	Press Release of Alphatec Holdings, Inc., dated July 31, 2024
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

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SIGNATURES

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 thereunto duly authorized.

			Alphatec Holdings, Inc.
Date:	July 31, 2024	By:	/s/ J. Todd Koning
			J. Todd Koning Executive Vice President and Chief Financial Officer

 

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ATEC Reports Second Quarter 2024 Financial Results

And Raises Full-Year Guidance

 

Surgical revenue grew 27% and drove total revenue growth of 25% to $146 million

Full-year revenue and profitability guidance increased

CARLSBAD, Calif., July 31, 2024 – Alphatec Holdings, Inc. (Nasdaq: ATEC), a provider of innovative solutions dedicated to revolutionizing the approach to spine surgery, today announced financial results for the quarter ended June 30, 2024, and recent corporate highlights.

Second Quarter 2024 Financial Results

	Quarter Ended June 30, 2024
Total revenue	$146 million
GAAP gross margin	71%
Non-GAAP gross margin	71%
GAAP operating expenses	$138 million
Non-GAAP operating expenses	$114 million
GAAP net loss	($41) million
Adjusted EBITDA	$5.6 million
Adjusted EBITDA margin	4%
Ending cash balance	$100 million

Recent Highlights

“In the second quarter, ATEC’s procedural thesis perpetuated best-in-class top line growth and fueled the accomplishment of several milestones,” said Pat Miles, Chairman and Chief Executive Officer. “The launch of EOS Insight has begun, enabling the translation of EOS images into unparalleled informatics that advance every step of the clinical experience. Surgeon training reached an all-time high fueled by accelerated surgeon demand in new and existing territories. We also progressed toward self-funded growth, inflecting to profitability. These are the expected results of a deliberate, spine-focused, long game, and testament that our best is yet to come.”

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Financial Outlook for the Full-Year 2024

For the fiscal year ended December 31, 2024, the Company now expects total revenue to grow 25% to $602 million compared to the previous expectation of $601 million. This includes surgical revenue of $537 million and EOS revenue of $65 million. The Company now expects non-GAAP adjusted EBITDA of approximately $25.5 million compared to the previous expectation of $23.0 million.

Board Appointment

The Company announced that spine industry veteran Keith Valentine has been appointed as an independent director to the Board. With over 30 years of direct spine industry experience, Valentine has served as a Special Advisor to the Board since October 2023. Before that appointment, Valentine served as President and CEO of Orthofix, Inc., following his role as President and CEO of SeaSpine from 2015 to 2023. Before leading SeaSpine, Valentine served in various leadership capacities at NuVasive, Inc., from 2001 to 2015, most recently as President and COO. From 1992 through 2000, Valentine was part of Medtronic Spine & Biologics, most recently as VP, Marketing.

Financial Results Webcast

ATEC will present these results via a live webcast today at 1:30 p.m. PT / 4:30 p.m. ET. The live webcast can be accessed by visiting the Investor Relations Section of ATEC’s Corporate Website.

 

To dial into the live webcast, please register at this link. Access details will be shared via email.

A replay of the webcast will remain available through the Investor Relations Section of ATEC’s Corporate Website for twelve months.

Non-GAAP Financial Information

To supplement the Company’s financial statements presented in accordance with generally accepted accounting principles in the United States of America (GAAP), the Company reports certain non-GAAP financial measures, including non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating loss, and non-GAAP adjusted EBITDA. The Company believes that these non-GAAP financial measures provide investors with an additional tool for evaluating the Company's core performance, which management uses in its own evaluation of continuing operating performance, and a baseline for assessing the future earnings potential of the Company. The Company’s non-GAAP financial measures may not provide information that is directly comparable to that provided by other companies in the Company’s industry, as other companies in the industry may calculate non-GAAP financial results differently, particularly related to non-recurring, unusual items. Non-GAAP financial results should be considered in addition to, and not as a substitute for, or superior to, financial measures calculated in accordance with GAAP. Included below are reconciliations of the non-GAAP financial measures to the comparable GAAP financial measures.

About Alphatec Holdings, Inc.

ATEC, through its wholly owned subsidiaries, Alphatec Spine, Inc., EOS imaging S.A.S. and SafeOp Surgical, Inc., is a medical device company dedicated to revolutionizing the approach to spine surgery through clinical distinction. ATEC’s Organic Innovation MachineTM is focused on developing new approaches that integrate

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seamlessly with the Company’s expanding AlphaInformatiX Platform to better inform surgery and more safely and reproducibly achieve the goals of spine surgery. ATEC’s vision is to be the Standard Bearer in Spine. For more information, visit us at www.atecspine.com.

 

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Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 that involve risks and uncertainty. Such statements are based on management's current expectations and are subject to a number of risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The Company cautions investors that there can be no assurance that actual results will not differ materially from those projected or suggested in such forward-looking statements as a result of various factors. Forward-looking statements include, but are not limited to: references to the Company’s revenue, balance sheet, growth, and financial outlook and commitments; and the Company's ability to compel surgeon adoption and transform the sales channel. Important factors that could cause actual operating results to differ significantly from those expressed or implied by such forward-looking statements include, but are not limited to: the uncertainty of success in developing new products or products currently in the pipeline; the uncertainties in the Company’s ability to execute upon its strategic operating plan; the uncertainties regarding the ability to successfully license or acquire new products, and the commercial success of such products; failure to achieve acceptance of the Company’s products by the surgeon community; failure to obtain FDA or other regulatory clearance or approval or unexpected or prolonged delays in the process; continuation of favorable Third-party reimbursement; unanticipated expenses or liabilities or other adverse events affecting cash flow or the Company’s ability to achieve profitability; uncertainty of additional funding; product liability exposure; an unsuccessful outcome in any litigation; patent infringement claims; claims related to the Company’s intellectual property; and the Company’s ability to meet its financial obligations. A further list and description of these and other factors, risks and uncertainties can be found in the Company's most recent annual report, and any subsequent quarterly and current reports, filed with the Securities and Exchange Commission. ATEC disclaims any intention or obligation to update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise, unless required by law.

Non-GAAP Definitions

Amortization of intangible assets: Represents amortization expense associated with intangible assets including, but not limited to customer relationships, intellectual property, and trade names acquired in business combinations and asset acquisitions.

Litigation-related expenses: We are involved in various litigation matters that from time-to-time result in settlements. Litigation matters can vary in their characteristics, frequency and significance to our operating results and core business operations. We review litigation matters from both a qualitative and quantitative perspective to determine whether such matters are a normal and recurring part of our business. We include in our GAAP financial statements litigation fees and settlement expenses that we determine to be normal, recurring and routine to our business. When we determine that certain litigation matters are not normal and recurring to our core business operations, we believe excluding these expenses will provide our management and investors with useful incremental information. Litigation fees and settlement expenses excluded from our non-GAAP financial measures in the periods presented relate primarily to patent litigation and other litigation matters that relate directly to the business transformation that we started in 2018 and are discussed more fully in our periodic reports filed with the Securities Exchange Commission.

Other non-recurring expenses: These expenses represent non-recurring expenses that we consider to be one-time in nature.

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Purchase accounting adjustments on acquisitions: Includes non-cash expenses incurred as a result of fair value asset step-ups associated with tangible assets acquired from business combinations or asset acquisitions.

Restructuring expenses: From time-to-time, in order to realign the Company’s operations or to achieve synergies associated with an acquisition, the Company may eliminate roles or restructure its operations and footprint. In such cases the Company may incur one-time severance and personnel costs associated with workforce reductions, or costs associated with exiting and/or relocating facilities. We exclude these costs as we do not consider such amounts to be part of the ongoing operations.

Stock-based compensation: Stock-based compensation is charged to cost of revenue and operating expenses. We exclude stock-based compensation from certain of our non-GAAP financial measures because we believe that excluding these non-cash expenses provides meaningful supplemental information regarding operational performance. Because of the variety of equity awards used by companies, the varying methodologies for determining stock-based compensation expense, the subjective assumptions involved in those determinations, and the volatility in valuations that can be driven by market conditions outside the Company’s control, the Company believes excluding stock-based compensation expense enhances the ability of management and investors to understand and assess the underlying performance of its business over time.

Transaction-related expenses: These expenses represent one-time costs associated with business combinations and asset acquisitions. These items may include but are not limited to consulting and legal fees, contract termination costs and other related deal costs.

Adjusted EBITDA: Represents earnings before non-operating income/expense, taxes, depreciation and amortization, as adjusted for the applicable non-GAAP adjustments previously described.

Investor/Media Contact:

Tina Jacobsen, CFA

Investor Relations

(760) 494-6790

investorrelations@atecspine.com

Company Contact:

J. Todd Koning

Chief Financial Officer

investorrelations@atecspine.com

 

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ALPHATEC HOLDINGS, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per share amounts)

 

		Three Months Ended								Six Months Ended
		June 30,								June 30,
		2024				2023				2024				2023
		(unaudited)								(unaudited)
Revenue from products and services		$	145,573			$	116,920			$	284,050			$	226,030
Cost of sales			42,979				52,379				84,105				91,064
Gross profit			102,594				64,541				199,945				134,966
Operating expenses:
Research and development			19,105				14,571				37,117				27,831
Sales, general and administrative			112,731				87,287				226,458				178,549
Litigation-related expenses			2,090				6,908				6,518				10,100
Amortization of acquired intangible assets			3,836				3,705				7,690				6,588
Transaction-related expenses			—				1,900				(117	)			1,900
Restructuring expenses			139				29				927				204
Total operating expenses			137,901				114,400				278,593				225,172
Operating loss			(35,307	)			(49,859	)			(78,648	)			(90,206	)
Other expense, net:
Interest expense, net			(5,815	)			(3,892	)			(11,156	)			(7,766	)
Other income, net			156				2,324				274				3,030
Total other expense, net			(5,659	)			(1,568	)			(10,882	)			(4,736	)
Net loss before taxes			(40,966	)			(51,427	)			(89,530	)			(94,942	)
Income tax benefit			(286	)			(50	)			(355	)			(36	)
Net loss		$	(40,680	)		$	(51,377	)		$	(89,175	)		$	(94,906	)
Net loss per share, basic and diluted		$	(0.29	)		$	(0.43	)		$	(0.63	)		$	(0.83	)
Weighted average shares outstanding, basic and diluted			142,687				118,719				141,845				114,260
Stock-based compensation included in:
Cost of sales		$	554			$	16,226			$	1,037			$	22,232
Research and development			5,614				1,480				9,929				2,797
Sales, general and administrative			10,792				6,488				23,316				15,627
		$	16,960			$	24,194			$	34,282			$	40,656

 

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ALPHATEC HOLDINGS, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands)

 

		June 30, 2024				December 31, 2023
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	99,828			$	220,970
Accounts receivable, net			83,985				72,613
Inventories			172,314				136,842
Prepaid expenses and other current assets			20,478				20,666
Total current assets			376,605				451,091
Property and equipment, net			180,614				149,835
Right-of-use assets			37,178				26,410
Goodwill			72,008				73,003
Intangible assets, net			99,152				102,451
Other assets			3,029				2,418
Total assets		$	768,586			$	805,208
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable		$	72,739			$	48,985
Accrued expenses and other current liabilities			75,925				87,712
Contract liabilities			11,775				13,910
Short-term debt			2,289				1,808
Current portion of operating lease liabilities			6,723				5,159
Total current liabilities			169,451				157,574
Total long-term liabilities			558,421				545,915
Redeemable preferred stock			23,603				23,603
Stockholders' equity			17,111				78,116
Total liabilities and stockholders' equity		$	768,586			$	805,208

 

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ALPHATEC HOLDINGS, INC.

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(in thousands)

 

			Three Months Ended								Six Months Ended
			June 30,								June 30,
			2024				2023				2024				2023
	(unaudited)
	Gross profit, GAAP		$	102,594			$	64,541			$	199,945			$	134,966
	Add: amortization of intangible assets			307				220				614				440
	Add: stock-based compensation			554				16,226				1,037				22,232
	Add: purchase accounting adjustments on acquisitions			197				—				197				195
	Non-GAAP gross profit		$	103,652			$	80,987			$	201,793			$	157,833
	Gross margin, GAAP			70.5	%			55.2	%			70.4	%			59.7	%
	Add: amortization of intangible assets			0.2	%			0.2	%			0.2	%			0.2	%
	Add: stock-based compensation			0.4	%			13.9	%			0.4	%			9.8	%
	Add: purchase accounting adjustments on acquisitions			0.1	%			0.0	%			0.1	%			0.1	%
	Non-GAAP gross margin			71.2	%			69.3	%			71.0	%			69.8	%
			Three Months Ended								Six Months Ended
			June 30,								June 30,
			2024				2023				2024				2023
	(unaudited)
	Operating expenses, GAAP		$	137,901			$	114,400			$	278,593			$	225,172
	Adjustments:
	Stock-based compensation			(16,406	)			(7,968	)			(33,245	)			(18,424	)
	Litigation-related expenses			(2,090	)			(6,908	)			(6,518	)			(10,100	)
	Amortization of intangible assets			(3,836	)			(3,705	)			(7,690	)			(6,588	)
	Transaction-related expenses			—				(1,900	)			117				(1,900	)
	Restructuring expenses			(139	)			(29	)			(927	)			(204	)
	Other non-recurring expenses1, 2			(1,608	)			—				(1,608	)			(1,349	)
	Non-GAAP operating expenses		$	113,822			$	93,890			$	228,722			$	186,607
			Three Months Ended								Six Months Ended
			June 30,								June 30,
			2024				2023				2024				2023
	(unaudited)
	Net loss, GAAP		$	(40,680	)		$	(51,377	)		$	(89,175	)		$	(94,906	)
	Other expense, net			5,659				1,568				10,882				4,736
	Income tax benefit			(286	)			(50	)			(355	)			(36	)
	Depreciation			15,735				9,758				29,459				18,347
	Amortization of intangible assets			4,143				3,925				8,304				7,028
	EBITDA			(15,429	)			(36,176	)			(40,885	)			(64,831	)
	Add back significant items:
	Stock-based compensation			16,960				24,194				34,282				40,656
	Purchase accounting adjustments on acquisitions			197				—				197				195
	Litigation-related expenses			2,090				6,908				6,518				10,100
	Transaction-related expenses			—				1,900				(117	)			1,900
	Restructuring expenses			139				29				927				204
	Other non-recurring expenses1, 2			1,608				—				1,608				1,349
	Adjusted EBITDA		$	5,565			$	(3,145	)		$	2,530			$	(10,427	)
	Adjusted EBITDA margin			3.8	%			(2.7	%)			0.9	%			(4.6	%)
	Adjusted EBITDA margin expansion		650 bps
1	Non-recurring net charges on assets and liabilities associated with customer plan of reorganization
2	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy

 

 

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v3.24.2

Document And Entity Information	Jul. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Entity Registrant Name	Alphatec Holdings, Inc.
Entity Central Index Key	0001350653
Entity Emerging Growth Company	false
Entity File Number	000-52024
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	20-2463898
Entity Address, Address Line One	1950 Camino Vida Roble
Entity Address, City or Town	Carlsbad
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	92008
City Area Code	760
Local Phone Number	431-9286
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common stock, par value $.0001 per share
Trading Symbol	ATEC
Security Exchange Name	NASDAQ

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