The Company reported gross margin of 63.7% for the three months ended March 31, 2023, as compared to gross margin of 68.9% in the comparable year-ago period, a reduction of 520 basis points. On a sequential basis when compared to the three months ended December 31, 2022, gross margin improved by 7730 basis points. The sequential increase in gross profit was primarily related to product rationalization initiatives during the fourth quarter of 2022, which led to significant charges to cost of goods sold in that period.

On a non-GAAP basis, the Company reported adjusted gross margin of 69.5% for the three months ended March 31, 2023, as compared to adjusted gross margin of 70.9% in the comparable year-ago period, a reduction of 140 basis points. On a sequential basis when compared to the three months ended December 31, 2022, adjusted gross margin decreased by 240 basis points.

Total operating expenses for the three months ended March 31, 2023 were $24.4 million as compared to $23.1 million in the comparable year-ago period, an increase of $1.3 million or 5.8%. On a sequential basis when compared to the three months ended December 31, 2022, total operating expenses declined by approximately $20.9 million. The primary drivers for the sequential improvement in operating expenses were a $17.5 million decline in transaction and financing expenses related to the Company’s November 2022 warrant offering, and a $1.3 million decline in general and administrative expenses, primarily related to restructuring.

On a non-GAAP basis, total adjusted operating expenses for the three months ended March 31, 2023 were $23.0 million, as compared to $28.4 million for the three months ended March 31, 2022. Excluded from non-GAAP operating expenses for the 2023 first quarter was a gain of $1.1 million due to adjustments to the fair value of Holo Surgical Inc. contingent consideration, $0.6 million in asset impairment charges, $1.0 million in non-cash stock-based compensation, $0.5 million in transaction and financing expenses, and $0.5 million in severance and restructuring costs. On a sequential basis when compared to the three months ended December 31, 2022, total adjusted operating expenses declined by approximately $1.6 million.

The Company reported an operating loss of $1.1 million for the three months ended March 31, 2023, as compared to an operating loss of $8.9 million in the comparable year-ago period and an operating loss of $48.2 million for the three months ended December 31, 2022. Net income from continuing operations for the three months ended March 31, 2023 was $4.1 million. This compares to net income from continuing operations of $0.0 million in the comparable year-ago period and a net loss from continuing operations of $39.1 million for the three months ended December 31, 2022.

Adjusted earnings before interest, taxes, depreciation, and amortization (Adjusted EBITDA) for the three months ended March 31, 2023 was a loss of $10.8 million. This compares to an Adjusted EBITDA loss of $13.3 million in the comparable year-ago period and an Adjusted EBITDA loss of $9.1 million for the three months ended December 31, 2022.

As of March 31, 2023, cash and cash equivalents were approximately $22.4 million, as compared to $16.3 million reported as of December 31, 2022.

The Company continues to implement a corporate-wide review of its organizational structure, processes and costs, along with continued product rationalization initiatives. The restructuring plan began during the fourth quarter of 2022 and continues today.

Conference Call

Surgalign will host a conference call and audio webcast at 4:30 p.m. ET today. The conference call can be accessed by dialing (888) 437-3179 (U.S.) or (862) 298-0702 (International). The webcast can be accessed through the investor section of Surgalign’s website at surgalign.com/investors/. A replay of the conference call will be available on Surgalign’s website for one month following the call.

About Surgalign Holdings, Inc.

Surgalign Holdings, Inc. is a global medical technology company committed to the promise of digital health to drive transformation across the surgical landscape. Uniquely aligned and resourced to advance the standard of care, the company is building technologies physicians and other health providers will look to for what is truly possible for their patients. Surgalign is focused on developing solutions that predictably deliver superior clinical and economic outcomes. Surgalign markets products throughout the United States and in approximately 40 countries worldwide through its network of top independent distributors. Surgalign is headquartered in Deerfield, IL, with commercial, innovation and design centers in San Diego, CA, Warsaw and Poznan, Poland, and Wurmlingen, Germany. Learn more at www.surgalign.com and connect on LinkedIn and Twitter.

Forward Looking Statements

This press release contains forward-looking statements based on management’s current expectations, estimates and projections about our industry, our management’s beliefs and certain assumptions made by our management, and such forward-looking statements include (among others) statements regarding anticipated future financial and operating performance (including forecasted full-year revenue and number of HOLO sites secured), product rationalization and expense reduction initiatives and the results thereof, potential third party financing and anticipated cash needs. Words such as “anticipates,” “expects,” “intends,” “plans,” “believes,” “projects,” “seeks,” “estimates,” variations of such words and similar expressions are intended to identify such forward-looking statements. The forward-looking statements are not guarantees of future performance and are based on certain assumptions including general economic conditions, as well as those within the Company’s industry, and numerous other factors and risks identified in the Company’s most recent Form 10-K, 10-Q and other filings with the SEC. Our actual results may differ materially from the anticipated results reflected in these forward-looking statements. Important factors that could cause actual results to differ materially from the anticipated results reflected in these forward-looking statements include risks and uncertainties relating to the following: (i) the Company’s access to adequate operating cash flow, trade credit, borrowed funds and equity capital to fund its operations and pay its obligations as they become due, and the terms on which external financing may be available, including the impact of adverse trends or disruption in the global credit and equity markets; (ii) our ability to continue as a going concern, which requires us to manage costs and obtain significant additional funding; (iii) the need for additional financing to fund future operations; (iv) our expectations regarding our ability to regain and maintain compliance with the continued listing requirements of the Nasdaq Global Select Market; (v) our financial position and results, total revenue, product revenue, gross margin, and operations; (vi) failure to realize, or unexpected costs in seeking to realize, the expected benefits of the Holo Surgical Inc. (“Holo Surgical”) and Inteneural Networks Inc. (“INN”) acquisitions, including the failure of Holo Surgical’s and INN’s products and services to be satisfactorily developed or achieve applicable regulatory approvals or as a result of the failure to commercialize and distribute its products; (vii) risks relating to existing or potential litigation or regulatory actions; (viii) the continued impact of COVID-19 variants, particularly in international markets served by the Company; (ix) the failure by the Company to identify, develop and successfully implement its strategic initiatives, particularly with respect to its digital surgery strategy; (x) the reliability of our supply chain; (xi) our ability to meet obligations, including purchase minimums, under our vendor and other agreements; (xii) whether or when the demand for procedures involving our products will increase; (xiii) the number of shares and amount of cash that will be required in connection with any post-closing milestone payments, including as a result of changes in the trading price of the Company’s common stock and their effect on the amount of cash needed by the Company to fund any post-closing milestone payments in connection with the acquisitions; (xiv) the continuation of recent quality issues with respect to our global supply chain; (xv) the effect and timing of changes in laws or in governmental regulations; and (xvi) other risks described in our public filings with the SEC. These factors should be considered carefully, and undue reliance should not be placed on the forward-looking statements. Each forward-looking statement in this communication speaks only as of the date of the particular statement. Copies of the Company's SEC filings may be obtained by contacting the Company or the SEC or by visiting Surgalign's website at http://www.surgalign.com/ or the SEC’s website at http://www.sec.gov/. We undertake no obligation to update these forward-looking statements except as may be required by law.

Investor and Media Relations Contact:
Glenn Wiener
GW Communications
T: +1 (917) 887 8434
E: gwiener@gwcco.com

Non-GAAP Financial Measures

To supplement our condensed consolidated financial statements presented on a GAAP basis, we disclose non-GAAP net loss applicable to common shares, non-GAAP net loss per diluted share, non-GAAP operating expenses, and non-GAAP gross profit, in each case adjusted for certain amounts. In addition, we disclose EBITDA and Adjusted EBITDA, which are non-GAAP financial measures. The calculation of the tax effect on the adjustments between GAAP net loss applicable to common shares and non-GAAP net income applicable to common shares is based upon our estimated annual GAAP tax rate, adjusted to account for items excluded from GAAP net loss applicable to common shares in calculating non-GAAP net loss applicable to common shares. Reconciliations of each of these non-GAAP financial measures to the most directly comparable GAAP measures are included in the reconciliations below.

The following are explanations of the adjustments that management excluded as part of the non-GAAP measures for the three months ended March 31, 2023 and 2022. Management removes the amount of these costs including the tax effect on the adjustments from our operating results to supplement a comparison to our past operating performance.

2023 and 2022 Non-cash stock-based compensation – These costs relate to expense amortization for all stock-based awards made to employees and directors, including restricted stock awards, restricted stock units, stock options and the employee stock purchase plan purchase rights.

2023 and 2022 Foreign exchange (gain) loss– These costs relate to the process of remeasuring international activity into the Company's functional currency.

2023 and 2022 Change in fair value of warrant liability – Other income related to the revaluation of our warrant liability.

2023 and 2022 Gain on acquisition contingency – The gain on acquisition contingency relates to an adjustment to our estimate of obligation for future milestone payments on the Holo Surgical acquisition.

2023 and 2022 Asset impairment and abandonments – These costs relate to asset impairment and abandonments of certain long-term assets within the asset group.

2023 and 2022 Transaction and financing expenses – These costs relate to professional fees associated with financings, issuance costs for the underwritten public offering, and service related to sale of the Company’s Coflex inventory line.

2023 and 2022 Inventory purchase price adjustment – These costs relate to the purchase price effects of acquired Paradigm inventory that was sold during the two months of January and February of 2023 prior to the sale of inventory line, and for the three months ended March 31, 2022.

2023 Severance and restructuring costs – These costs relate to employee related severance costs as a result of the Company’s organization restructuring plan.

2023 Gain on sale of Coflex – Gain related to the sale of the Company’s Coflex and Cofix product lines in the United States.

2023 Product rationalization – These costs relate to inventory write downs associated with the wind down of the international business.

Material Limitations Associated with the Use of Non-GAAP Financial Measures

EBITDA, Adjusted EBITDA and Adjusted Net Income Applicable to Common Shares should not be considered in isolation, or as a replacement for GAAP measures.

Usefulness of Non-GAAP Financial Measures to Investors

The Company believes that presenting EBITDA, Adjusted EBITDA and Adjusted Net Income Applicable to Common Shares in addition to the related GAAP measures provide investors greater transparency to the information used by management in its financial decision-making.