UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 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): May 5, 2015

 

Bacterin International Holdings, Inc.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation)

 

001-34951	20-5313323
(Commission File Number)	(IRS Employer Identification No.)
600 Cruiser Lane Belgrade, Montana	59714
(Address of Principal Executive Offices)	(Zip Code)

 

(406) 388-0480

(Registrant’s Telephone Number, Including Area Code)

(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 (see General Instruction A.2. below):

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

ITEM 2.02.

RESULTS OF OPERATIONS AND FINANCIAL CONDITION

 

We are furnishing this Item 2.02 in connection with the disclosure of information, in the form of the textual information from a press release on May 5, 2015 entitled “Bacterin Announces Record First Quarter 2015 Results” and filed as Exhibit 99.1 hereto.

 

The information in this Item 2.02 (including Exhibit 99.1 hereto) is being furnished pursuant to Item 2.02 and shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

 

We do not have, and expressly disclaim, any obligation to release publicly any updates or any changes in our expectations or any change in events, conditions, or circumstances on which any forward-looking statement is based.

 

The text included with this report is available on our website located at www.bacterin.com, however the contents of our website are not incorporated by reference herein.

 

This Form 8-K contains forward-looking statements that are subject to various assumptions, risks and uncertainties. These forward-looking statements may include financial projections, revenue and earnings guidance and other statements or assumptions regarding our expectations and beliefs. The Company believes that its expectations, as expressed in these statements are based on reasonable assumptions regarding the risks and uncertainties inherent in achieving those expectations. These statements are not, however, guarantees of performance and actual results may differ materially. Risks and uncertainties which may cause actual results to be different than expressed or implied in our forward-looking statements include, but are not limited to, the risk factors described under the heading “Risk Factors” in our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. The Company expressly disclaims any current intention to update any forward-looking statements as a result of new information or future events or developments.

 

ITEM 9.01.

FINANCIAL STATEMENTS AND EXHIBITS

 

(d)		Exhibits.
99.1		Press Release dated May 5, 2015 entitled “Bacterin Announces Record First Quarter 2015 Results”

 

 

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.

 

Dated: May 5, 2015

BACTERIN INTERNATIONAL HOLDINGS, INC.

 

	By: /s/ John Gandolfo
	Name: John Gandolfo
	Title: Chief Financial Officer

 

 

EXHIBIT INDEX

 

99.1

Press Release of Bacterin International Holdings, Inc. dated May 5, 2015 entitled “Bacterin Announces Record First Quarter 2015 Results”

 

 

Exhibit 99.1

 

Bacterin Record Announces First Quarter 2015 Results

 

Company Continues to See Record Revenue Growth, Gross Profit Increases and Improved Gross Margins

 

First Quarter Highlights:

 

•

Total revenue increased 6.6% to $9.5 million from $8.9 million reported in first quarter of 2014

 

•

Gross profit increased 9.6% to $6.0 million compared to $5.5 million reported in the first quarter of 2014

 

•

Gross margins improved to 63.5%, an increase from 61.7% reported in the first quarter of 2014

 

BELGRADE, Mont., May 5, 2015 (GLOBE NEWSWIRE) — Bacterin International Holdings, Inc. (OTCQX:BONE), a leader in the development of allograft materials, today reported financial results for the first quarter ended March 31, 2015. The Company reported first quarter revenues of approximately $9.5 million and a net loss for the quarter of approximately $4.2 million, or ($0.62) per common share.

 

Revenue

 

First quarter 2015 revenue was approximately $9.5 million, an increase of 6.6% compared to approximately $8.9 million for the same period during 2014. Sequentially, first quarter 2015 revenue increased 4.6% over fourth quarter 2014 revenue of $9.1 million.

 

The reported first quarter 2015 revenue represents a new record and the sixth consecutive quarter of increased year-over-year revenue growth since Dan Goldberger joined Bacterin as Chief Executive Officer in August 2013.

 

"The company's revenue growth story continues to materialize according to our strategic plan to improve the sales function," said Goldberger. "Our first quarter 2015 revenue growth is up 4.6% over last quarter and our year-over-year revenue growth is up 6.6% over first quarter 2014. We expect to see this trend continue throughout 2015."

 

Gross Profit

 

Gross profit for the first quarter of 2015 was $6.0 million or 63.5% of revenues, compared to $5.5 million or 61.7% of revenues for the first quarter of 2014. The higher gross margins reflect improvements in sales mix and operational improvements.Gross profit and gross margins continue to track above management's previously stated 2015 gross margin range of between 61.0% and 63.0%.

 

Sales and Marketing Expenses

 

First quarter 2015 sales and marketing expenses increased to $4.7 million, as compared to $4.1 million during the same period in 2014. For the quarter, sales and marketing as a percentage of revenues increased to 49.6%, compared to 45.5% in the first quarter of 2014 due to increases in sales and marketing headcount between the two periods. Sequentially, sales and marketing expense decreased from 49.8% of revenues in the fourth quarter of 2014 to 49.6% of revenues in the first quarter of 2015.

 

General and Administrative Expenses

 

In the first quarter, general and administrative expenses increased slightly to $2.4 million as compared to $2.3 million reported for the same period last year. As a percentage of revenues, general and administrative expenses declined from 25.7% of revenue in the fourth quarter of 2014 to 25.5% in the first quarter of 2015.

 

 

Research and Development Expenses

 

First quarter 2015 research and development expense was $434,000, an increase of $179,000 over the first quarter of 2014, as the company continues to invest in product line extensions and clinical studies to support its products. On a sequential basis, research and development expenses decreased $54,000 from the fourth quarter of 2014 figure of $488,000.

 

Loss from Operations

 

The first quarter 2015 loss from operations was approximately $1.7 million, compared to approximately $1.2 million in the first quarter of 2014. The increased loss primarily reflect the Company's ongoing execution of its strategy to increase and enhance field sales assets to drive future revenue growth as well as the Company's expanded product development initiatives.

 

Net Loss

 

The reported first quarter 2015 net loss of $4.2 million is essentially flat when compared to $4.1 million for the same period during 2014.

 

EBITDA

 

The Company defines earnings before interest, taxes, depreciation and amortization ("EBITDA") as net income/loss from operations before depreciation, amortization, impairment charges and non-cash stock-based compensation. EBITDA for the first quarter of 2015 was a loss of $1.3 million compared to a loss of $0.7 million for the same period during 2014 and $1.1 million for the fourth quarter of 2014. The company incurred approximately $302,000 of expenses in the first quarter that will be eliminated over the second half of 2015. Excluding this figure, the EBITDA loss for the first quarter of 2015 would have been approximately $966,000.

 

Financial Liquidity

 

As of March 31, 2015, cash, cash equivalents and net accounts receivable were $8.4 million. On March 16, 2015, the Company entered into a common stock purchase agreement with Aspire Capital Fund, LLC, as amended and restated on April 17, 2015, to provide up to $10 million of equity capital at the Company's option. Pursuant to the terms of the purchase agreement, Aspire Capital completed an initial purchase of $750,000 of our common stock at a purchase price of $3.62 per share, the closing sale price on March 13, 2015 leaving approximately $9.25 million available to the Company. The Company also issued 154,189 shares of common stock to Aspire Capital as a commitment fee. Going forward, we have the right to require Aspire Capital to purchase additional shares of our common stock under the terms and subject to the conditions set forth in the purchase agreement. Bacterin believes the purchase agreement with Aspire Capital provides flexibility in obtaining working capital under terms which are less dilutive to common shareholders compared to other available options at this time.

 

Bacterin Reaffirms 2015 Guidance

 

For full year 2015, the Company reaffirms its revenue guidance of approximately $40 million to $42 million, which compares to $35.3 million reported for 2014.

 

Conference Call Details

 

Conference date: May 6, 2015, 10:00 AM ET

 

Conference dial-in: 877-269-7756

 

International dial-in: 201-689-7817

 

Conference Call Name: Bacterin's First Quarter 2015 Results Call

 

Webcast Registration: Click Here

 

 

Following the live call, a replay will be available on the Company's website, www.bacterin.com, under "Investor Info."

 

About Bacterin International Holdings

 

Bacterin International Holdings, Inc. (OTCQX:BONE) develops, manufactures and markets biologics products to domestic and international markets. These products are used in a variety of applications including enhancing fusion in spine surgery, relief of back pain, promotion of bone growth in foot and ankle surgery, promotion of cranial healing following neurosurgery and subchondral repair in knee and other joint surgeries.

 

For further information, please visit www.bacterin.com.

 

Important Cautions Regarding Forward-looking Statements

 

This news release contains certain disclosures that may be deemed forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995 that are subject to significant risks and uncertainties. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as "continue," "efforts," "expects," "anticipates," "intends," "plans," "believes," "estimates," "projects," "forecasts," "strategy," "will," "goal," "target," "prospects," "potential," "optimistic," "confident," "likely," "probable" or similar expressions or the negative thereof. Statements of historical fact also may be deemed to be forward-looking statements. We caution that these statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the ability of the Company's sales force to achieve expected results, the Company's ability to meet its existing and anticipated contractual obligations, including financial covenant and other obligations contained in the Company's secured lending facility; the Company's ability to manage cash flow; the Company's ability to obtain shareholder approval of financing transactions; the Company's ability to develop, market, sell and distribute desirable applications, products and services and to protect its intellectual property; the ability of the Company's customers to pay and the timeliness of such payments; the Company's ability to obtain financing as and when needed; changes in consumer demands and preferences; the Company's ability to attract and retain management and employees with appropriate skills and expertise; the Company's ability to successfully conclude government investigations; the impact of changes in market, legal and regulatory conditions and in the applicable business environment, including actions of competitors; and other factors. Additional risk factors are listed in the Company's Annual Report on Form 10-K and Quarterly Reports on Form 10-Q under the heading "Risk Factors." The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law.

 

 

BACTERIN INTERNATIONAL HOLDINGS, INC.

 

Consolidated Statements of Operations

 

		For the Three Months Ended March 31,
		2015								2014
						% of								% of
		Amount				Revenue				Amount				Revenue
Revenue
Tissue sales		$	9,277,047				97.6	%		$	8,751,345				98.2	%
Royalties and other			226,067				2.4	%			161,625				1.8	%
Total Revenue			9,503,114				100.0	%			8,912,970				100.0	%
Cost of sales			3,472,477				36.5	%			3,410,705				38.3	%
Gross Profit			6,030,637				63.5	%			5,502,265				61.7	%
Operating Expenses
General and administrative			2,425,167				25.5	%			2,288,803				25.7	%
Sales and marketing			4,713,672				49.6	%			4,055,204				45.5	%
Research and development			433,561				4.6	%			254,583				2.9	%
Depreciation and amortization			124,111				1.3	%			75,148				0.8	%
Non-cash consulting expense			66,796				0.7	%			20,527				0.2	%
Total Operating Expenses			7,763,307				81.7	%			6,694,265				75.1	%
Loss from Operations before Impairment			(1,732,670	)			-18.2	%			(1,192,000	)			-13.4	%
Other Income (Expense)
Interest expense			(1,435,578	)			-15.1	%			(1,275,612	)			-14.3	%
Change in warrant derivative liability			(462,208	)			-4.9	%			(1,485,729	)			-16.7	%
Non-cash consideration associated with stock purchase agreement			(558,185	)			-5.9	%			0				NA
Other income (expense)			11,836				0.1	%			(186,915	)			-2.1	%
Total Other Income (Expense)			(2,444,134	)			-25.7	%			(2,948,256	)			-33.1	%
Net Loss from Operations Before (Provision) Benefit for Income Taxes			(4,176,804	)			-44.0	%			(4,140,256	)			-46.5	%
Benefit (Provision) for Income Taxes
Current			—				0.0	%			—				0.0	%
Deferred			—				0.0	%			—				0.0	%
Net Loss		$	(4,176,804	)			-44.0	%		$	(4,140,256	)			-46.5	%
Net loss per share:
Basic		$	(0.62	)						$	(0.77	)
Dilutive		$	(0.62	)						$	(0.77	)
Shares used in the computation:
Basic			6,689,530								5,379,714
Dilutive			6,689,530								5,379,714

 

See notes that are contained in the Company's 10K and 10Q filings.

 

 

BACTERIN INTERNATIONAL HOLDINGS, INC.

 

CONSOLIDATED BALANCE SHEETS

 

		As of				As of
		March 31,				December 31,
		2015				2014
ASSETS
Current Assets:
Cash and cash equivalents		$	2,899,557			$	4,468,208
Trade accounts receivable, net of allowance for doubtful accounts of $1,392,989 and $1,309,859, respectively			5,495,667				4,427,081
Inventories, net			9,710,580				9,558,648
Prepaid and other current assets			885,359				654,140
Total current assets			18,991,163				19,108,077
Non-current inventories			1,787,061				1,934,258
Property and equipment, net			4,503,132				4,654,527
Intangible assets, net			621,126				655,490
Other assets			1,502,333				1,598,539
Total Assets		$	27,404,815			$	27,950,891
LIABILITIES & STOCKHOLDERS' (DEFICIT) EQUITY
Current Liabilities:
Accounts payable		$	4,412,385			$	3,876,760
Accounts payable - related party			327,641				250,629
Accrued liabilities			2,645,346				1,921,301
Warrant derivative liability			1,782,579				1,320,371
Current portion of capital lease obligations			30,914				61,970
Current portion of royalty liability			1,109,750				1,000,750
Current portion of long-term debt			51,574				50,671
Total current liabilities			10,360,189				8,482,452
Long-term Liabilities:
Capital lease obligation, less current portion			6,529				11,808
Long term royalty liability, less current portion			6,228,293				6,361,216
Long-term debt, less current portion			21,281,052				20,870,330
Total Liabilities			37,876,063				35,725,806
Commitments and Contingencies
Stockholders' (Deficit) Equity
Preferred stock, $0.000001 par value; 5,000,000 shares authorized; no shares issued and Outstanding			—				—
Common stock, $0.000001 par value; 95,000,000 shares authorized; 7,044,426 shares issued and outstanding as of March 31, 2015 and 6,679,646 shares issued and outstanding as of December 31, 2014			7				7
Additional paid-in capital			64,572,987				63,091,620
Accumulated deficit			(75,044,242	)			(70,866,542	)
Total Stockholders' Deficit			(10,471,248	)			(7,774,915	)
Total Liabilities & Stockholders' Deficit		$	27,404,815			$	27,950,891

 

See notes that are contained in the Company's 10K and 10Q filings.

 

 

BACTERIN INTERNATIONAL HOLDINGS, INC.

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

		For the Three Months Ended March 31,
		2015				2014
Operating activities:
Net loss		$	(4,176,804	)		$	(4,140,256	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization			235,124				169,148
Non-cash interest			135,002				(13,285	)
Non-cash consideration associated with stock purchase agreement			558,185				0
Loss (Gain) on sale of fixed assets			(16,415	)			0
Amortization of debt discount			424,387				359,087
Non-cash consulting expense/stock option expense			229,984				322,222
Provision for losses on accounts receivable and inventory			(209,891	)			168,120
Loss in derivative warrant liability			462,208				1,485,729
Changes in operating assets and liabilities:
Accounts receivable			(993,821	)			(836,581	)
Inventories			147,747				238,565
Prepaid and other assets			(152,026	)			(340,689	)
Accounts payable			610,718				1,444,605
Accrued liabilities			667,326				(1,045,554	)
Net cash used in operating activities			(2,078,276	)			(2,188,889	)
Investing activities:
Purchases of property and equipment and intangible assets			(48,768	)			(54,933	)
Proceeds from sale of fixed assets			16,415				36,073
Net cash used in investing activities			(32,353	)			(18,860	)
Financing activities:
Proceeds from the issuance of debt			0				4,000,000
Payments on long-term debt			(171,687	)			(29,193	)
Payments on capital leases			(36,335	)			(40,776	)
Net proceeds from issuance of stock			750,000				0
Net cash provided by financing activities			541,978				3,930,031
Net change in cash and cash equivalents			(1,568,651	)			1,722,282
Cash and cash equivalents at beginning of period			4,468,208				3,046,340
Cash and cash equivalents at end of period		$	2,899,557			$	4,768,622

 

See notes that are contained in the Company's 10K and 10Q filings.

 

 

BACTERIN INTERNATIONAL HOLDINGS, INC.

 

Calculation of EBIDTA

 

		For the three months ended
		March 31,
		2015				2014
Loss from Operations before Impairment			(1,732,670	)			(1,192,000	)
Non-Cash Compensation			229,984				307,668
Depreciation & Amortization			235,124				169,148
EBIDTA			(1,267,561	)			(715,184	)

 

CONTACT: Investor Contact:          COCKRELL GROUP          Rich Cockrell          877-889-1972

investorrelations@thecockrellgroup.com          cockrellgroup.com