Alphatec Holdings, Inc. 10-K

Item 9A. Controls and Procedures Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports under the Exchange Act is recorded, processed, summarized and reported within the timelines specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. 48 Table of Contents Under the supervision and with the participation of our management, including our Chief Executive Officer and our Chief Financial Officer, we carried out an evaluation of the effectiveness of the Company’s disclosure controls and procedures (as defined in SEC Rules 13a - 15(e) and 15d - 15(e) of the Exchange Act) as of December 31, 2023. Based on such evaluation, our management has concluded as of December 31, 2023, the Company’s disclosure controls and procedures are effective at the reasonable assurance level. Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting refers to the process designed by, or under the supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by our Board of Directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Management has used the framework set forth in the report entitled Internal Control - Integrated Framework published by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) to evaluate the effectiveness of the Company’s internal control over financial reporting. Management has concluded that the Company’s internal control over financial reporting was effective as of December 31, 2023, based on those criteria. Deloitte & Touche LLP, the Company’s independent registered public accounting firm, who audited the consolidated financial statements included in this Annual Report on Form 10-K, has issued an attestation report on the Company’s internal control over financial reporting as of December 31, 2023. This report states that internal control over financial reporting was effective and appears in “Report of Independent Registered Public Accounting Firm” in Part IV, Item 15 of this Annual Report on Form 10-K. Changes in Internal Control over Financial Reporting We are involved in ongoing evaluations of internal controls. In anticipation of the filing of this Annual Report on Form 10-K, our Chief Executive Officer and Chief Financial Officer, with the assistance of other members of our management, performed an evaluation of any change in internal control over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal controls over financial reporting. We are in the process of implementing a new enterprise resource planning (“ERP”) system that affects many of our financial processes and is expected to improve the efficiency and effectiveness of certain financial and business transaction processes, as well as the underlying systems environment. There has been no change to our internal control over financial reporting during our most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting. Item 9B. Other Information Adoption, Modification or Termination of Trading Arrangements A portion of the compensation of our directors and officers is in the form of equity awards, and, from time to time, directors and officers engage in open-market transactions with respect to the securities they acquire pursuant to such equity awards we have issued. Transactions in our securities by directors and officers are required to be made in accordance with our insider trading policy, which requires that the transactions comply with applicable U.S. federal securities laws that prohibit trading while in possession of material nonpublic information. Rule 10b5-1 under the Exchange Act provides an affirmative defense that enables directors and officers to prearrange transactions in our securities in a manner that avoids concerns about initiating transactions while in possession of material nonpublic information. The following table describes the contracts, instructions or written plans for the purchase or sale of securities adopted by our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) during the three months ended December 31, 2023, that are intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). No other Rule 10b5-1 trading arrangements or “non-Rule 10b5-1 trading arrangements” (as defined by S-K Item 408(c)) were entered into or terminated by our directors or officers during such period: 49 Table of Contents Name Title of Director or Officer Action Date Total Shares to be Sold Expiration Date J. Todd Koning Executive Vice President and Chief Financial Officer Modify November 13, 2023 138,738 April 30, 2024 Tyson Marshall General Counsel and Corporate Secretary Adopt November 14, 2023 28,700 August 14, 2024 Item 9C. Disclosure Regarding Foreign J urisdictions that Prevent Inspections Not applicable. 50 Table of Contents PART III Item 10. Directors, Executive Of ficers and Corporate Governance The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 11. Executi ve Compensation The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 12. Security Ownership of Certain Beneficial Ow ners and Management and Related Stockholder Matters The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. Item 14. Principal Accou nting Fees and Services The information required by this item is incorporated herein by reference to our Proxy Statement with respect to our 2024 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the end of the fiscal year covered by this Annual Report on Form 10-K. 51 Table of Contents PART IV Item 15. Exhibits, Financ ial Statement Schedules Item 15 (a) The following documents are filed as part of this Annual Report on Form 10-K: (1) Financial Statements: Page Reports of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Loss F- 7 Consolidated Statements of Stockholders’ Equity F- 8 Consolidated Statements of Cash Flows F- 11 Notes to Consolidated Financial Statements F- 12 (2) Financial Statement Schedules Schedule II. Valuation and Qualifying Accounts: All other financial statement schedules have been omitted because they are not applicable, not required or the information required by such schedules is shown in the financial statements or the notes thereto. (3) Exhibits List The following is a list of exhibits filed as part of this Annual Report on Form 10-K. Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 3.1 Amended and Restated Certificate of Incorporation of Alphatec Holdings, Inc. Amendment No. 2 to Form S-1 (Exhibit 3.2) 04/20/06 333-131609 3.2 Amendment to the Certificate of Incorporation of Alphatec Holdings, Inc. Form 8-K (Exhibit 3.1(B)) 08/24/16 000-52024 3.3 Restated Bylaws of Alphatec Holdings, Inc. Amendment No. 5 to Form S-1 (Exhibit 3.4) 05/26/06 333-131609 3.4 Form of Certificate of Designation of Preferences, Rights and Limitations of Series A convertible Preferred Stock of Alphatec Holdings, Inc. Form 8-K (Exhibit 3.1) 03/23/17 000-52024 3.5 Form of Certificate of Designation of Preferences, Rights and Limitations of Series B convertible Preferred Stock of Alphatec Holdings, Inc. Form 8-K (Exhibit 3.1) 03/12/18 000-52024 4.1 Form of Common Stock Certificate Form 10-K (Exhibit 4.1) 03/20/14 333-131609 4.2 Amended and Restated Registration Rights Agreement, dated April 16, 2018, by and among Alphatec Holdings, Inc. and the other signatories thereto Form 8-K/A (Exhibit 4.1) 04/16/18 000-52024 52 Table of Contents Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 4.3 Registration Rights Agreement, dated November 6, 2018, by and among Alphatec Holdings, Inc. and the other signatories thereto Form S-3/A (Exhibit 4.5) 11/13/18 333-221085 4.5 Form of Registration Rights Agreement Form 8-K (Exhibit 4.2) 03/23/17 000-52024 4.6 Second Amended and Restated Warrant to Purchase Common Stock of Alphatec Holdings, Inc. issued to Patrick S. Miles Form 10-K (Exhibit 4.6) 2/28/23 000-52024 4.7 Form of Warrant to Purchase Common Stock of Alphatec Holdings, Inc. issued in connection with financing dated November 6, 2018 Form S-3/A (Exhibit 4.11) 11/13/18 333-221085 4.8 Form of Warrant to Purchase Common Stock of Alphatec Holdings, Inc. issued in connection with financing dated June 21, 2019 Form 8-K (Exhibit 10.1) 06/27/19 000-52024 4.9 Registration Rights Agreement between Alphatec Holdings, Inc., and Squadron Medical Finance Solutions LLC and Tawani Holdings LLC, dated November 6, 2018 Form S-3/A (Exhibit 4.5) 11/13/18 333-221085 4.10 Registration Rights Agreement between Alphatec Holdings, Inc., and Squadron Medical Finance Solutions LLC and Tawani Holdings LLC, dated June 21, 2019 Form 8-K (Exhibit 10.2) 06/27/19 000-52024 4.11 Description of the Registrant’s Securities Registered Pursuant to Section 12 of the Securities and Exchange Act of 1934 Form 10-K (Exhibit 4.15) 03/17/20 000-52024 4.12 Form of Common Stock Purchase Warrant Form 8-K (Exhibit 4.1) 06/04/20 000-52024 4.13 Form of Amendment to Warrant Form 8-K (Exhibit 4.2) 06/04/20 000-52024 4.14 Form of Second Amendment to Warrant Form 8-K (Exhibit 4.3) 06/04/20 000-52024 4.15 Registration Rights Agreement between Alphatec Holdings, Inc., and Squadron Medical Finance Solutions LLC and Tawani Holdings LLC, dated May 29, 2020 Form 8-K (Exhibit 4.4) 06/04/20 000-52024 4.16 Registration Rights Agreement, dated December 16, 2020 Form 8-K (Exhibit 4.1) 12/17/20 000-52024 4.17 Indenture, dated as of August 10, 2021, between Alphatec Holdings, Inc. and U.S. Bank National Association, as trustee. Form 8-K (Exhibit 4.1) 8/10/21 000-52024 53 Table of Contents Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 4.18 Form of certificate representing the 0.75% Convertible Senior Notes due 2026. Form 8-K (Exhibit 4.2) 8/10/21 000-52024 Securities Purchase Agreements 10.1 Securities Purchase Agreement dated as of March 8, 2018, between Alphatec Holdings, Inc. and each purchaser named in the signature pages thereto Form 8-K (Exhibit 10.1) 03/12/18 000-52024 Real Property Lease Agreements 10.2 Lease Agreement by and between Alphatec Spine, Inc. and RAF Pacifica Group - Real Estate Fund IV, LLC; ARKA Monterey Park, LLC, and 170 Arrowhead Partners, LLC, dated as of December 4, 2019 Form 10-K (Exhibit 10.3) 03/17/20 000-52024 Capped Call Agreements 10.3 Form of Confirmation of Call Option Transaction Form 8-K (Exhibit 10.1) 8/10/21 000-52024 Agreements with Respect to Product Supply, Collaborations, Licenses, Research and Development 10.4† Supply Agreement by and between Alphatec Spine, Inc. and Invibio, Inc., dated as of October 18, 2004 and amended by Letter of Amendment in respect of the Supply Agreement, dated as of December 13, 2004 Amendment No. 4 to Form S-1 (Exhibit 10.29) 05/15/06 333-131609 10.5† Letter Amendment between Alphatec Spine, Inc. and Invibio, Inc., dated November 24, 2010 Form 10-Q (Exhibit 10.3) 05/06/11 000-52024 Agreements with Officers and Directors 10.6* Employment Agreement with J. Todd Koning dated April 6, 2021 Form 8-K (Exhibit 10.1) 04/8/21 000-52024 10.7* Employment Agreement with Craig E. Hunsaker dated September 14, 2016 Form 10-Q (Exhibit 10.5) 05/12/17 000-52024 10.8* Employment Agreement by and among Patrick S. Miles, Alphatec Spine, Inc., and Alphatec Holdings, Inc., dated, October 2, 2017 Form 10-K (Exhibit 10.26) 03/09/18 000-52024 10.9* Employment Agreement by and among Eric Dasso, Alphatec Spine, Inc., and Alphatec Holdings, Inc., dated, August 2, 2019 Form 10-K (Exhibit 10.29) 03/17/20 000-52024 54 Table of Contents Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.10* Employment Agreement by and among Dave Sponsel, Alphatec Spine, Inc., and Alphatec Holdings, Inc., dated March 4, 2018 Form 10-K (Exhibit 10.31) 03/17/20 000-52024 10.11* Form of Severance Agreement between J. Todd Koning, Dave Sponsel and Eric Dasso and Alphatec Spine, Inc dated July 19, 2023 Form 10-Q (Exhibit 10.2) 07/19/23 000-52024 10.12* Severance Agreement between Patrick S. Miles and Alphatec Spine, Inc dated February 18, 2021 Form 8-K (Exhibit 10.1) 02/22/21 000-52024 10.13* Severance Agreement between Craig E. Hunsaker and Alphatec Spine, Inc dated February 18, 2021 Form 8-K (Exhibit 10.2) 02/22/21 000-52024 10.14* Form of Change in Control Agreement entered into separate between Alphatec Spine, Inc. and Dave Sponsel and Eric Dasso Form 10-K (Exhibit 10.30) 03/05/21 000-52024 Equity Compensation Plans 10.15* Amended and Restated 2005 Employee, Director and Consultant Stock Plan Form S-8 (Exhibit 99.1) 03/23/13 333-187190 10.16* Amendment to Amended and Restated 2005 Employee, Director and Consultant Stock Plan Schedule 14A (Appendix B) 06/11/13 000-52024 10.17* Amendment to the Amended and Restated 2005 Employee, Director and Consultant Stock Plan Form 10-Q (Exhibit 10.1) 10/30/14 000-52024 10.18* Form of Non-Qualified Stock Option Agreement issued under the Amended and Restated 2005 Employee, Director and Consultant Stock Plan Form 10-K (Exhibit 10.40) 03/05/13 000-52024 10.19* Form of Incentive Stock Option Agreement issued under the Amended and Restated 2005 Employee, Director and Consultant Stock Plan Form 10-K (Exhibit 10.41) 03/05/13 000-52024 10.20* Form of Restricted Stock Agreement issued under the Amended and Restated 2005 Employee, Director and Consultant Stock Plan Form 10-K (Exhibit 10.42) 03/05/14 000-52024 10.21* Form of Performance-Based Restricted Unit Agreement issued under the Amended and Restated 2005 Employee, Director and Consultant Stock Plan. Form 10-Q (Exhibit 10.2) 10/30/14 000-52024 10.23* Amended and Restated 2016 Equity Incentive Award Plan Form 8-K/A (Exhibit 10.1) 06/22/17 000-52024 55 Table of Contents Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.24* First Amendment to 2016 Equity Incentive Plan Form 8-K (Exhibit 10.2) 05/18/18 000-52024 10.25* Second Amendment to 2016 Equity Incentive Plan Form 10-Q (Exhibit 10.1) 11/09/18 000-52024 10.26* Third Amendment to 2016 Equity Incentive Plan Form 8-K (Exhibit 10.2) 06/13/19 000-52024 10.27* Fourth Amendment to 2016 Equity Incentive Plan Form 8-K (Exhibit 10.2) 06/18/20 000-52024 10.28* Fifth Amendment to the Alphatec Holdings, Inc. 2016 Equity Incentive Plan Form 8-K (Exhibit 10.2) 6/15/23 000-52024 10.29* Amended and Restated 2007 Employee Stock Purchase Plan Form 8-K/A (Exhibit 10.2) 06/22/17 000-52024 10.30* First Amended and Restated 2007 Employee Stock Purchase Plan Form 8-K (Exhibit 10.1) 06/13/19 000-52024 10.31* Second Amended and Restated 2007 Employee Stock Purchase Plan Form 8-K (Exhibit 10.1) 06/21/21 000-52024 10.32* Third Amendment to the Alphatec Holdings, Inc. 2007 Employee Stock Purchase Plan Form 8-K (Exhibit 10.1) 6/15/23 000-52024 10.33* 2016 Employment Inducement Plan Form S-8 (Exhibit 10.2) 10/05/16 333-213981 10.34* First Amendment to 2016 Employment Inducement Award Plan Form S-8 (Exhibit 10.2) 12/12/16 333-215036 10.35* Second Amendment to the 2016 Employment Inducement Award Plan Form S-8 (Exhibit 10.3) 03/31/17 333-217055 10.36* Third Amendment to the 2016 Employment Inducement Award Plan, dated October 1, 2017. Form 8-K (Exhibit 10.4) 10/2/17 000-52024 10.37* Fourth Amendment to the 2016 Employment Inducement Award Plan, dated March 6, 2018. Form 8-K (Exhibit 10.9) 03/12/18 000-52024 10.38* Fifth Amendment to the 2016 Employment Inducement Award Plan, dated May 13, 2019 Form S-8 (Exhibit 10.11) 07/16/19 333-232661 10.39* Sixth Amendment to the 2016 Employment Inducement Award Plan, dated October 25, 2023 X 10.40* Form of Restricted Stock Unit Grant Notice and Restricted Stock Unit Award Agreement under the 2016 Employment Inducement Award Plan Form S-8 (Exhibit 10.3) 10/05/16 333-213981 56 Table of Contents Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 10.41* Form of Stock Option Grant Notice and Stock Option Agreement under the 2016 Employment Inducement Award Plan Form S-8 (Exhibit 10.4) 10/05/16 333-213981 10.42* Form of Performance Stock-Based Award Grant Notice and Performance Stock-Based Award Agreement under the 2016 Employment Inducement Award Plan Form S-8 (Exhibit 10.5) 10/05/16 333-213981 Loan Agreements 10.43 Credit, Security and Guaranty Agreement, dated as of January 6, 2023, by and among Alphatec Holdings, Inc., as borrower, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association, as agent Form 8-K (Exhibit 10.1) 01/09/23 000-52024 10.44 Credit Agreement, dated as of September 29, 2022, by and among Alphatec Holdings, Inc., Alphatec Spine, Inc. and the other borrowers from time to time party thereto, the guarantors from time to time party thereto, MidCap Financial Trust and the other lenders from time to time party thereto, and MidCap Funding IV Trust, as administrative agent Form 8-K (Exhibit 10.1) 10/03/22 000-52024 10.45 Omnibus Joinder and Amendment No. 1 to Credit, Security and Guaranty Agreement, dated as of January 6, 2023, by and among Alphatec Holdings, Inc., Alphatec Spine, Inc., SafeOp Surgical, Inc., MidCap Funding IV Trust, as agent and the lenders party thereto Form 8-K (Exhibit 10.2) 01/09/23 000-52024 19 Insider Trading Policy X 21 Subsidiaries of the Registrant and Wholly Owned Subsidiaries of the Registrant's Subsidiaries X 23 Consent of Deloitte & Touche LLP, Independent Registered Public Accounting Firm X 31.1 Certification of Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 31.2 Certification of Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 X 57 Table of Contents Exhibit Number Exhibit Description Filed with this Report Incorporated by Reference herein from Form or Schedule Filing Date SEC File/ Reg. Number 32 Certification pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 X 97 Clawback Policy X 101.INS XBRL Instance Document-the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH Inline XBRL Taxonomy Extension Schema with Embedded Linkbase Documents 104 Cover page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). (*) Management contract or compensatory plan or arrangement. (†) Confidential treatment has been granted by the Securities and Exchange Commission as to certain portions. 58 Table of Contents SIGNA TURES 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. Dated: February 27, 2024 By: /s/ Patrick S. Miles Patrick S. Miles Chairman and Chief Executive Officer (principal executive officer) Dated: February 27, 2024 By: /s/ J. Todd Koning J. Todd Koning Executive Vice President and Chief Financial Officer (principal financial officer and principal accounting officer) SIGNATURES AND PO WER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Patrick S. Miles and J. Todd Koning, and each of them, as his or her true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K and to file the same, with all exhibits thereto and all documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that such attorneys-in-fact and agents or any of them, or his or her or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated. Signature Title Date /s/ Patrick S. Miles Chairman and Chief Executive Officer (Principal Executive Officer) February 27, 2024 Patrick S. Miles /s/Mortimer Berkowitz III Lead Director February 27, 2024 Mortimer Berkowitz III /s/Beth Altman Director February 27, 2024 Beth Altman /s/Evan Bakst Director February 27, 2024 Evan Bakst /s/Quentin Blackford Director February 27, 2024 Quentin Blackford /s/David Demski Director February 27, 2024 David Demski /s/Karen K. McGinnis Director February 27, 2024 Karen K. McGinnis /s/Marie Meynadier Director February 27, 2024 Marie Meynadier /s/David H. Mowry Director February 27, 2024 David H. Mowry 59 Table of Contents Signature Title Date /s/David R. Pelizzon Director February 27, 2024 David R. Pelizzon /s/Jeffrey P. Rydin Director February 27, 2024 Jeffrey P. Rydin /s/James L. L. Tullis Director February 27, 2024 James L.L. Tullis /s/Ward W. Woods Director February 27, 2024 Ward W. Woods 60 Table of Contents ALPHATEC HOLDINGS, INC. INDEX TO CONSOLIDATED FINANCIAL STATEMENTS Page Reports of Independent Registered Public Accounting Firm F- 2 Consolidated Balance Sheets F- 5 Consolidated Statements of Operations F- 6 Consolidated Statements of Comprehensive Loss F- 7 Consolidated Statements of Stockholders’ Equity (Deficit) F- 8 Consolidated Statements of Cash Flows F- 11 Notes to Consolidated Financial Statements F- 12 F- 1 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Alphatec Holdings, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Alphatec Holdings, Inc. and subsidiaries (the "Company") as of December 31, 2023 and 2022, the related consolidated statements of operations, comprehensive loss, stockholders' equity (deficit), and cash flows, for each of the three years in the period ended December 31, 2023, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated February 27, 2024, expressed an unqualified opinion on the Company's internal control over financial reporting. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the 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. 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 audit 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 and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our 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. F- 2 Table of Contents Valuation of Inventories - Refer to Note 1 to the Financial Statements Critical Audit Matter Description The Company records its inventories at the lower of cost or net realizable value (“LCNRV”). A portion of the Company’s LCNRV reserve represents an amount for specialized implants and fixation products (collectively “implant inventory”). Quarterly, the Company records an adjustment to its LCNRV reserve for estimated excess and obsolete implant inventory based upon its expected use of implant inventory on hand. To determine the expected use of implant inventory, management develops estimates and assumptions primarily based on the current usage of implant inventory, and the age of implant inventory quantities on hand. Additionally, the Company considers recent sales experience to develop assumptions about future demand for its products, while considering product life cycles and new product launches. We identified management’s estimation of the implant inventory LCNRV reserve as a critical audit matter due to management’s significant manual process used to determine the estimate and the judgments required by management to estimate future use of their products. This required a high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the reasonableness of management’s assumptions related to the expected use of implant inventory in future operations. How the Critical Audit Matter Was Addressed in the Audit Our audit procedures related to management’s judgments used to estimate the implant inventory LCNRV reserve included the following, among others: • We tested the effectiveness of controls over management’s estimate of the implant inventory LCNRV reserve, including: o management’s assessment of assumptions used to identify excess and obsolete implant inventory and to estimate the related LCNRV reserve. o the completeness and accuracy of data used in the calculation. • We evaluated the reasonableness of the methodology used by the Company to estimate the implant inventory LCNRV reserve by comparing actual results to the historical estimates. • We evaluated the key assumptions used in identifying the population of implant inventory with excess or obsolescence exposure that require a reserve and determining the amount of reserve to record. • We evaluated the appropriateness of the underlying data utilized in management’s analysis, including current implant inventory usage, product aging, recent sales, and product life cycle. /s/ Deloitte & Touche LLP San Diego, California February 27, 2024 We have served as the Company's auditor since 2021. F- 3 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the stockholders and the Board of Directors of Alphatec Holdings, Inc. Opinion on Internal Control over Financial Reporting We have audited the internal control over financial reporting of Alphatec Holdings, Inc. and subsidiaries (the “Company”) as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013)issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2023, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO. We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated financial statements as of and for the year ended December 31, 2023, of the Company and our report dated February 27, 2024, expressed an unqualified opinion on those financial statements. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the 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 audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Deloitte & Touche LLP San Diego, California February 27, 2024 F- 4 Table of Contents ALPHATEC HOLDINGS, INC. CONSOLIDATED B ALANCE SHEETS (In thousands, except par value data) December 31, 2023 2022 Assets Current assets: Cash and cash equivalents $ 220,970 $ 84,696 Accounts receivable, net of allowances of $ 910 and $ 679 , respectively 72,613 60,060 Inventories 136,842 101,521 Prepaid expenses and other current assets 20,666 9,357 Total current assets 451,091 255,634 Property and equipment, net 149,835 101,952 Right-of-use assets 26,410 28,360 Goodwill 73,003 47,367 Intangible assets, net 102,451 82,781 Other assets 2,418 4,874 Total assets $ 805,208 $ 520,968 Liabilities and Stockholders’ Equity (Deficit) Current liabilities: Accounts payable $ 48,985 $ 34,742 Accrued expenses and other current liabilities 87,712 72,382 Contract liabilities 13,910 11,956 Short-term debt 1,808 14,948 Current portion of operating lease liabilities 5,159 4,842 Total current liabilities 157,574 138,870 Long-term debt 511,035 349,511 Operating lease liabilities, less current portion 23,677 26,562 Other long-term liabilities 11,203 17,089 Redeemable preferred stock, $ 0.0001 par value; 20,000 shares authorized, and 3,319 shares issued and outstanding at December 31, 2023 and 2022 23,603 23,603 Commitments and contingencies (Note 7) Stockholders’ equity (deficit): Series A convertible preferred stock, $ 0.0001 par value; 15 shares authorized, and 0 shares issued and outstanding at December 31, 2023 and 2022 — — Common stock, $ 0.0001 par value; 200,000 authorized; 139,257 shares issued and 139,245 outstanding at December 31, 2023, and 106,673 shares issued and 106,640 shares outstanding at December 31, 2022 14 11 Treasury stock, 1,808 shares at December 31, 2023 and December 31, 2022 ( 25,097 ) ( 25,097 ) Additional paid-in capital 1,230,484 933,537 Accumulated other comprehensive loss ( 8,323 ) ( 10,794 ) Accumulated deficit ( 1,118,962 ) ( 932,324 ) Total stockholders’ equity (deficit) 78,116 ( 34,667 ) Total liabilities and stockholders’ equity (deficit) $ 805,208 $ 520,968 See accompanying notes to consolidated financial statements. F- 5 Table of Contents ALPHATEC HOLDINGS, INC. CONSOLIDATED STATEM ENTS OF OPERATIONS (In thousands, except per share amounts) Year Ended December 31, 2023 2022 2021 Revenue: Revenue from products and services $ 482,262 $ 350,852 $ 242,258 Revenue from international supply agreement — 15 954 Total revenue 482,262 350,867 243,212 Cost of sales 172,059 117,808 85,450 Gross profit 310,203 233,059 157,762 Operating expenses: Research and development 70,115 44,033 32,015 Sales, general and administrative 374,080 300,013 229,271 Litigation-related expenses 22,287 23,943 11,123 Amortization of acquired intangible assets 14,284 10,115 5,348 Transaction-related expenses 2,113 120 6,365 Restructuring expenses 719 1,810 1,697 Total operating expenses 483,598 380,034 285,819 Operating loss ( 173,395 ) ( 146,975 ) ( 128,057 ) Interest and other expense, net: Interest expense, net ( 16,641 ) ( 5,505 ) ( 7,108 ) Loss on debt extinguishment, net — — ( 7,434 ) Other income (expense), net 3,121 471 ( 1,563 ) Total interest and other expense, net ( 13,520 ) ( 5,034 ) ( 16,105 ) Net loss before taxes ( 186,915 ) ( 152,009 ) ( 144,162 ) Income tax benefit ( 277 ) ( 716 ) ( 1,130 ) Net loss $ ( 186,638 ) $ ( 151,293 ) $ ( 143,032 ) Net loss per share, basic and diluted $ ( 1.54 ) $ ( 1.46 ) $ ( 1.49 ) Weighted average shares outstanding, basic and diluted 121,242 103,373 96,197 See accompanying notes to consolidated financial statements. F- 6 Table of Contents ALPHATEC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (in thousands) Year Ended December 31, 2023 2022 2021 Net loss $ ( 186,638 ) $ ( 151,293 ) $ ( 143,032 ) Foreign currency translation adjustments 2,471 ( 4,758 ) ( 7,240 ) Comprehensive loss $ ( 184,167 ) $ ( 156,051 ) $ ( 150,272 ) See accompanying notes to consolidated financial statements. F- 7 Table of Contents ALPHATEC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF ST OCKHOLDERS’ EQUITY (DEFICIT) (In thousands) Common stock Additional paid-in Treasury Accumulated other Accumulated Total stockholders’ Shares Par Value capital stock comprehensive loss deficit equity (deficit) Balance at December 31, 2022 106,640 $ 11 $ 933,537 $ ( 25,097 ) $ ( 10,794 ) $ ( 932,324 ) $ ( 34,667 ) Stock-based compensation — — 81,244 — — — 81,244 Common stock issued for warrant exercises 5,571 1 669 — — — 670 Common stock issued for employee stock purchase plan and stock option exercises 774 — 4,353 — — — 4,353 Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability 6,535 — ( 6,061 ) — — — ( 6,061 ) Reclassification of equity-based liability — — 3,561 — — — 3,561 Common stock offerings, net of offering costs of $ 12,136 19,725 2 213,181 — — — 213,183 Foreign currency translation adjustments — — — — 2,471 — 2,471 Net loss — — — — — ( 186,638 ) ( 186,638 ) Balance at December 31, 2023 139,245 $ 14 $ 1,230,484 $ ( 25,097 ) $ ( 8,323 ) $ ( 1,118,962 ) $ 78,116 See accompanying notes to consolidated financial statements. F- 8 Table of Contents ALPHATEC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT) (In thousands) Common stock Additional paid-in Treasury Accumulated other Accumulated Total stockholders’ Shares Par Value capital stock comprehensive loss deficit (deficit) equity Balance at December 31, 2021 99,537 $ 10 $ 892,828 $ ( 25,097 ) $ ( 6,036 ) $ ( 781,031 ) $ 80,674 Stock-based compensation — — 37,591 — — — 37,591 Sales agent equity incentives 221 — 3,068 — — — 3,068 Common stock issued for conversion of Series A preferred stock 29 — — — — — — Common stock issued for warrant exercises 3,820 1 4,159 — — — 4,160 Common stock issued for employee stock purchase plan and stock option exercises 806 — 4,020 — — — 4,020 Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability 2,204 — ( 11,220 ) — — — ( 11,220 ) Reclassification of liability-classified awards 2,841 2,841 Common stock issued for asset acquisition 23 — 250 — — — 250 Foreign currency translation adjustments — — — — ( 4,758 ) — ( 4,758 ) Net loss — — — — — ( 151,293 ) ( 151,293 ) Balance at December 31, 2022 106,640 $ 11 $ 933,537 $ ( 25,097 ) $ ( 10,794 ) $ ( 932,324 ) $ ( 34,667 ) See accompanying notes to consolidated financial statements. F- 9 Table of Contents ALPHATEC HOLDINGS, INC. CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (In thousands) Common stock Additional paid-in Shareholder note Treasury Accumulated other comprehensive Accumulated Total stockholders’ Shares Par Value capital receivable stock income (loss) deficit equity Balance at December 31, 2020 82,104 $ 8 $ 770,764 $ ( 4,000 ) $ ( 97 ) $ 1,204 $ ( 637,999 ) $ 129,880 Stock-based compensation — — 34,728 — — — — 34,728 Sales agent equity incentives 164 — 1,339 — — — — 1,339 Common stock issued for warrant exercises 3,943 — 3,254 — — — — 3,254 Common stock issued for employee stock purchase plan and stock option exercises 796 — 3,584 — — — — 3,584 Common stock issued for vesting of restricted stock units, net of shares withheld for tax liability 1,915 — ( 12,801 ) — — — — ( 12,801 ) Issuance of common stock for private placement, net of offering costs of $ 6,200 12,421 2 131,826 — — — — 131,828 Shareholder note receivable — — — 4,000 — — — 4,000 Repurchase of common stock ( 1,806 ) — — — ( 25,000 ) — — ( 25,000 ) Purchase of capped calls — — ( 39,866 ) — — — — ( 39,866 ) Foreign currency translation adjustments — — — — — ( 7,240 ) — ( 7,240 ) Net loss — — — — — — ( 143,032 ) ( 143,032 ) Balance at December 31, 2021 99,537 $ 10 $ 892,828 $ — $ ( 25,097 ) $ ( 6,036 ) $ ( 781,031 ) $ 80,674 See accompanying notes to consolidated financial statements. F- 10 Table of Contents ALPHATEC HOLDINGS, INC. CONSOLIDATED STATEM ENTS OF CASH FLOWS (In thousands) Year Ended December 31, 2023 2022 2021 Operating activities: Net loss $ ( 186,638 ) $ ( 151,293 ) $ ( 143,032 ) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation and amortization 56,139 41,168 26,756 Stock-based compensation 81,244 40,556 36,450 Amortization of debt discount and debt issuance costs 3,634 2,038 1,868 Amortization of right-of-use assets 3,543 2,760 3,418 Write-down for excess and obsolete inventories 13,608 9,792 11,147 Loss on disposal of assets 3,708 2,594 1,976 Loss on debt extinguishment, net — — 7,434 Impairment of investment — — 3,000 Other 455 1,187 2,721 Changes in operating assets and liabilities: Accounts receivable ( 12,795 ) ( 18,832 ) ( 10,141 ) Inventories ( 45,562 ) ( 20,704 ) ( 27,746 ) Prepaid expenses and other current assets ( 11,098 ) 552 1,258 Other assets ( 541 ) ( 109 ) 11 Accounts payable 6,989 9,796 757 Accrued expenses and other current liabilities 17,000 13,508 8,023 Lease liabilities ( 3,602 ) ( 2,678 ) 150 Contract liabilities 1,793 ( 2,280 ) ( 1,040 ) Other long-term liabilities ( 6,362 ) ( 3,189 ) 3,673 Net cash used in operating activities ( 78,485 ) ( 75,134 ) ( 73,317 ) Investing activities: Purchases of property and equipment ( 80,508 ) ( 49,453 ) ( 68,544 ) Purchase of intangible assets ( 6,467 ) ( 8,827 ) — Acquisition of business, net of cash acquired ( 55,000 ) — ( 62,133 ) Purchase of OCEANE — — ( 21,097 ) Cash paid for investments — — ( 3,000 ) Settlement of forward contract — — ( 2,988 ) Net cash used in investing activities ( 141,975 ) ( 58,280 ) ( 157,762 ) Financing activities: Proceeds from Revolving Credit Facility and line of credit 134,000 62,500 — Payment of debt issuance costs ( 3,321 ) ( 1,315 ) ( 10,028 ) Proceeds from common stock offerings, net of offering costs 213,181 — 131,828 Proceeds from issuance of convertible notes — — 316,250 Net cash paid for common stock exercises ( 1,064 ) ( 3,041 ) ( 5,963 ) Purchase of capped calls — — ( 39,866 ) Repurchase of common stock — — ( 25,000 ) Proceeds from term debt, net of debt discount 148,473 — — Repayment of Revolving Credit Facility and line of credit ( 119,500 ) ( 27,500 ) — Repayment of OCEANEs ( 13,315 ) — — Repayment of Squadron Medical Term Loan — — ( 45,000 ) Repayment of Inventory Financing Agreement — — ( 8,088 ) Other ( 1,535 ) 584 ( 2,167 ) Net cash provided by financing activities 356,919 31,228 311,966 Effect of exchange rate changes on cash ( 185 ) ( 366 ) ( 1,404 ) Net change in cash and cash equivalents 136,274 ( 102,552 ) 79,483 Cash and cash equivalents at beginning of year 84,696 187,248 107,765 Cash and cash equivalents at end of year $ 220,970 $ 84,696 $ 187,248 Supplemental disclosure of cash flow information: Cash paid for interest $ 17,269 $ 3,860 $ 5,027 Cash paid for income taxes $ 333 $ 272 $ 223 Supplemental disclosure of noncash investing and financing activities: PPP Loan Forgiveness $ - $ - $ 4,271 Debt issuance costs $ - $ 2,760 $ - Financed insurance $ 1,328 $ 1,959 $ - Financed property and equipment $ - $ 600 $ - Financed inventory $ - $ - $ 4,015 Purchases of property and equipment in accounts payable and accrued expenses $ 10,406 $ 2,128 $ 2,577 Purchases of intangible assets $ 99 $ 750 $ - Recognition of lease liability $ 424 $ 1,694 $ 23,403 Modification of lease liability for lease amendment $ - $ 4,288 $ - See accompanying notes to consolidated financial statements. F- 11 Table of Contents ALPHATEC HOLDINGS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 1. Organization and Significant Accounting Policies The Company Alphatec Holdings, Inc. (the “Company”), through its wholly owned subsidiaries, Alphatec Spine, Inc. (“Alphatec Spine”), SafeOp Surgical, Inc. (“SafeOp”), and EOS imaging S.A.S. (“EOS”), is a medical technology company focused on the design, development, and advancement of technology for the better surgical treatment of spinal disorders. The Company, headquartered in Carlsbad, California, markets its products in the United States ("U.S.") and internationally via a network of independent sales agents and direct sales representatives. Basis of Presentation and Principles of Consolidation The consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America ("U.S. GAAP") and include the accounts of the Company and its wholly owned subsidiaries. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. All intercompany balances and transactions have been eliminated in consolidation. The Company operates in one reportable business segment. Prior-year Adjustment Subsequent to the issuance of the Company’s consolidated financial statements as of and for the year ended December 31, 2022, the Company identified that a deferred tax liability and additional goodwill related to the acquisition of EOS should have been recorded at the time of the acquisition. The Company corrected the errors in the accompanying consolidated financial statements as of the earliest year presented and has concluded that the correction of these errors is not material to the previously issued financial statements. The correction to the accompanying consolidated balance sheets, consolidated statements of operations, consolidated statements of comprehensive loss, consolidated statements of stockholders' equity, and consolidated statements of cash flows are as follows (in thousands): F- 12 Table of Contents At December 31, 2022 Consolidated Balance Sheets As Reported Adjustment As Corrected Goodwill $ 39,775 7,592 $ 47,367 Total assets $ 513,376 7,592 $ 520,968 Other long-term liabilities $ 11,543 5,546 $ 17,089 Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) Total stockholders' deficit $ ( 36,713 ) 2,046 $ ( 34,667 ) Total liabilities and stockholders' deficit $ 513,376 7,592 $ 520,968 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Operations As Reported Adjustment As Corrected As Reported Adjustment As Corrected Income tax provision (benefit) $ 140 ( 856 ) $ ( 716 ) $ 164 ( 1,294 ) $ ( 1,130 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Net loss per share, basic and diluted $ ( 1.47 ) $ 0.01 $ ( 1.46 ) $ ( 1.50 ) $ 0.01 $ ( 1.49 ) Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Comprehensive Loss As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Comprehensive loss $ ( 156,845 ) 794 $ ( 156,051 ) $ ( 151,524 ) 1,252 $ ( 150,272 ) At December 31, 2022 At December 31, 2021 Consolidated Statements of Stockholders' (Deficit) Equity As Reported Adjustment As Corrected As Reported Adjustment As Corrected Foreign currency translation adjustments $ ( 4,696 ) ( 62 ) $ ( 4,758 ) $ ( 7,198 ) ( 42 ) $ ( 7,240 ) Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Accumulated other comprehensive loss $ ( 10,690 ) ( 104 ) $ ( 10,794 ) $ ( 5,994 ) ( 42 ) $ ( 6,036 ) Accumulated deficit $ ( 934,474 ) 2,150 $ ( 932,324 ) $ ( 782,325 ) 1,294 $ ( 781,031 ) Total stockholders' (deficit) equity $ ( 36,713 ) 2,046 $ ( 34,667 ) $ 79,422 1,252 $ 80,674 Year Ended December 31, 2022 Year Ended December 31, 2021 Consolidated Statements of Cash Flows As Reported Adjustment As Corrected As Reported Adjustment As Corrected Net loss $ ( 152,149 ) 856 $ ( 151,293 ) $ ( 144,326 ) 1,294 $ ( 143,032 ) Other long-term liabilities $ ( 2,342 ) ( 847 ) $ ( 3,189 ) $ 4,852 ( 1,179 ) $ 3,673 Net cash used for operating activities $ ( 75,143 ) 9 $ ( 75,134 ) $ ( 73,432 ) 115 $ ( 73,317 ) Effect of exchange rate changes on cash $ ( 357 ) ( 9 ) $ ( 366 ) $ ( 1,289 ) ( 115 ) $ ( 1,404 ) Reclassification Certain financial statement line items in the consolidated financial statements for the year ended December 31, 2022 have been disaggregated to conform to the current year’s presentation. F- 13 Table of Contents Use of Estimates The preparation of consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities, and the reported amounts of revenues and expenses. Actual results could differ from those estimates. Significant items subject to such estimates and assumptions include the useful lives of property and equipment, goodwill, intangible assets, allowances for doubtful accounts, deferred tax assets, inventory, stock-based compensation, revenues, income tax uncertainties, and other contingencies. Concentrations of Credit Risk and Significant Customers Financial instruments, which potentially subject the Company to concentrations of credit risk, consist primarily of cash, cash equivalents, and accounts receivable. The Company limits its exposure to credit loss by depositing its cash and investments with established financial institutions. Although the Company deposits its cash with multiple financial institutions, its deposits, at times, may exceed federally insured limits. The Company’s customers are primarily hospitals and surgical centers. No one single customer represented greater than 10 percent of consolidated revenues and accounts receivable for the years presented. Credit to customers is granted based on an analysis of the customers’ credit worthiness. Credit losses have not been significant. Cash and Cash Equivalents The company considers all highly liquid investments that are readily convertible into cash and have an original maturity of three months or less at the time of purchase to be cash equivalents. Accounts Receivable, net Accounts receivable are presented net of allowance for doubtful accounts. The Company makes judgments as to its ability to collect outstanding receivables and provides allowances for a portion of receivables when collection becomes doubtful. Provisions are made based upon a specific review of all significant outstanding invoices. In determining the provision for invoices not specifically reviewed, the Company analyzes historical collection experience. If the historical data used to calculate the allowance provided for doubtful accounts does not reflect the Company’s future ability to collect outstanding receivables or if the financial condition of customers were to deteriorate, resulting in impairment of their ability to make payments, an increase in the provision for doubtful accounts may be required. The Company’s accounts receivable generally have net 30 -day payment terms. The Company generally does not allow returns of products that have been delivered. The Company offers standard quality assurance warranty on its products. The Company had no material bad debt expense during the years presented. Excess and Obsolete Inventory Most of the Company’s inventory is comprised of finished goods, which is primarily produced by third-party suppliers. Specialized implants, fixation products, and biologics are determined by utilizing a standard cost method that includes capitalized variances which approximates the weighted average cost. Imaging equipment and related parts are valued at weighted average cost. Inventories are stated at the lower of cost or net realizable value. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and adjusts inventory to its net realizable value as necessary. F- 14 Table of Contents The Company records a lower of cost or net realizable value (“LCNRV”) inventory reserve for estimated excess and obsolete inventory based upon its expected use of inventory on hand. The Company’s inventory, which consists primarily of specialized implants, fixation products, and biologics is at risk of obsolescence due to the need to maintain substantial levels of inventory. In order to market its products effectively and meet the demands of interoperative product placement, the Company maintains and provides surgeons and hospitals with a variety of inventory products and sizes. For each surgery, fewer than all components will be consumed. The need to maintain and provide a wide variety of inventory causes inventory to be held that is not likely to be used. The Company’s estimates and assumptions for excess and obsolete inventory are reviewed and updated on a quarterly basis. The estimates and assumptions are determined primarily based on current usage of inventory and the age of inventory quantities on hand. Additionally, the Company considers recent sales experience to develop assumptions about future demand for its products, while considering product life cycles and new product launches. Increases in the LCNRV reserve for excess and obsolete inventory result in a corresponding charge to cost of sales. For the years ended December 31, 2023, 2022 and 2021, the Company recorded LCNRV charges for excess and obsolete inventory of $ 13.6 million, $ 9.8 million and $ 11.1 million, respectively, net of inventory sold of $ 0.2 million, $ 1.5 million and $ 2.5 million, respectively. For the years ended December 31, 2023, 2022 and 2021, the Company recorded a reduction of reserve for inventory that was disposed of $ 12.9 million, $ 8.2 million and $ 2.1 million , respectively. Property and Equipment, net Property and equipment are stated at cost, net of accumulated depreciation. Depreciation is computed using the straight-line method over the estimated useful lives of the related assets, generally ranging from three to seven years . Leasehold improvements and assets acquired under financing leases are amortized over the shorter of their useful lives or the remaining terms of the related leases. Operating Lease The Company determines whether a contract is a lease or contains a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company determines the initial classification and measurement of its right-of-use (“ROU”) asset and lease liability at the lease commencement date and thereafter, if modified. The Company recognizes a ROU asset and lease liability for its operating leases with lease terms greater than 12 months. The lease term includes any renewal options and termination options that the Company is reasonably assured to exercise. ROU assets and lease liabilities are based on the present value of lease payments over the lease term. The present value of operating lease payments is determined by using the incremental borrowing rate of interest that the Company would borrow on a collateralized basis for an amount equal to the lease payments in a similar economic environment. Rent expense for operating leases is recognized on a straight-line basis over the reasonably assured lease term based on the total lease payments and is included in cost of sales, research and development, and sales, general and administrative expenses in the consolidated statements of operations. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component and variable charges for common area maintenance and other variable costs are recognized as expense as incurred. Total variable costs associated with leases were immaterial for all years presented. The Company had an immaterial amount of financing leases as of December 31, 2023 and 2022, which is included in property and equipment, net, accrued expenses and other current liabilities, and other long-term liabilities on the consolidated balance sheets. F- 15 Table of Contents Valuation of Goodwill Goodwill represents the excess of the cost over the fair value of net assets acquired from the Company’s business combinations. The determination of the value of goodwill and intangible assets arising from business combinations and asset acquisitions requires extensive use of accounting estimates and judgments to allocate the purchase price to the fair value of the net tangible and intangible assets acquired. Goodwill is assessed for impairment using fair value measurement techniques on an annual basis or more frequently if facts and circumstance warrant such a review. Goodwill is considered to be impaired if the Company determines that the carrying value of the reporting unit exceeds its respective fair value. The Company’s annual evaluation for impairment of goodwill consists of one reporting unit. The Company completed its most recent annual evaluation for impairment of goodwill as of October 1, 2023 and determined that no impairment existed. In addition, no indicators of impairment were noted through December 31, 2023, and consequently no impairment charge was recorded during the years ended December 31, 2023 , 2022 and 2021. Valuation of Intangible Assets Intangible assets are comprised primarily of purchased technology, customer relationships, trade name, trademarks, and in-process research and development. The Company makes significant judgments in relation to the valuation of intangible assets resulting from business combinations and asset acquisitions. Intangible assets are generally amortized on a straight-line basis over their estimated useful lives of 2 to 12 years . The Company bases the useful lives and related amortization expense on the period of time it estimates the assets will generate net sales or otherwise be used. The Company also periodically reviews the lives assigned to its intangible assets to ensure that its initial estimates do not exceed any revised estimated periods from which the Company expects to realize cash flows. If a change were to occur in any of the above-mentioned factors or estimates, the likelihood of a material change in the Company’s reported results would increase. The Company evaluates its intangible assets with finite lives for indications of impairment whenever events or changes in circumstances indicate that the carrying value may not be recoverable. Factors that could trigger an impairment review include significant under-performance relative to expected historical or projected future operating results, significant changes in the manner of the Company’s use of the acquired assets or the strategy for its overall business or significant negative industry or economic trends. If this evaluation indicates that the value of the intangible asset may be impaired, the Company makes an assessment of the recoverability of the net carrying value of the asset over its remaining useful life. If this assessment indicates that the intangible asset is not recoverable, based on the estimated undiscounted future cash flows of the asset over the remaining amortization period, the Company reduces the net carrying value of the related intangible asset to fair value and may adjust the remaining amortization period. Significant judgment is required in the forecasts of future operating results that are used in the discounted cash flow valuation models. It is possible that plans may change and estimates used may prove to be inaccurate. If actual results, or the plans and estimates used in future impairment analyses, are lower than the original estimates used to assess the recoverability of these assets, the Company could incur additional impairment charges. There were no impairment charges during the years ended December 31, 2023, 2022 or 2021. In-process research and development ("IPR&D") and software in development have indefinite lives and are not amortized until the related products reach full commercial launch or when the projects are complete and their assets are ready for their intended use. Indefinite-lived intangible assets are considered to be impaired if the products do not reach commercial launch, if the project is not completed or not completed in a timely manner, or if the related products or projects are no longer technologically feasible. Impairment related to IPR&D and software in development is calculated as the excess of the asset's carrying value over its fair value. There were no impairment charges during the years ended December 31, 2023, 2022 or 2021. Impairment of Long-Lived Assets The Company assesses potential impairment to its long-lived assets when there is evidence that events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. An impairment loss is recognized when estimated future undiscounted cash flows related to the asset are less than its carrying amount. Any required impairment loss is measured as the amount by which the carrying amount of a long-lived asset exceeds its fair value and is recorded as a reduction in the carrying value of the related asset and a charge to operating results. There were no material impairment charges during the years ended December 31, 2023, 2022 or 2021. F- 16 Table of Contents Warrants to Purchase Common Stock Warrants are accounted for in accordance with the applicable accounting guidance as either derivative liabilities or as equity instruments depending on the specific terms of the agreements. All warrants qualify for classification within stockholders' equity. Fair Value Measurements The carrying amount of financial instruments consisting of cash and cash equivalents, accounts receivable, prepaid expenses and other current assets, accounts payable, accrued expenses, and short-term debt included in the Company’s consolidated financial statements are reasonable estimates of fair value due to their short maturities. Authoritative guidance establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active; or other inputs that can be corroborated by observable market data for substantially the full term of the assets or liabilities. Level 3: Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Revenue Recognition The Company recognizes revenue from product sales in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Revenue from Contracts with Customers (“Topic 606”). This standard applies to all contracts with customers, except for contracts that are within the scope of other standards, such as leases, insurance, collaboration arrangements, and financial instruments. Under Topic 606, an entity recognizes revenue when its customer obtains control of promised goods or services, in an amount that reflects the consideration that the entity expects to receive in exchange for those goods or services. To determine revenue recognition for arrangements that an entity determines are within the scope of Topic 606, the entity performs the following five steps: (i) identify the contract(s) with a customer; (ii) identify the performance obligations in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligations in the contract; and (v) recognize revenue when (or as) the entity satisfies a performance obligation. The Company only applies the five-step model to contracts when it is probable that the entity will collect the consideration it is entitled to in exchange for the goods or services it transfers to the customer. F- 17 Table of Contents Sales are derived primarily from the sale of spinal implant products, imaging equipment, and related services to hospitals and medical centers through direct sales representatives and independent sales agents. Revenue is recognized when obligations under the terms of a contract with customers are satisfied, which occurs with the transfer of control of products to customers, either upon shipment of the product or delivery of the product to the customer depending on the shipping terms, or when the products are used in a surgical procedure (implanted in a patient). Revenue from the sale of imaging equipment is recognized as each distinct performance obligation is fulfilled and control transfers to the customer, beginning with shipment or delivery, depending on the terms. Revenue from other distinct performance obligations, such as maintenance on imaging equipment and other imaging related services, is recognized in the period the service is performed, and makes up less than 10 % of the Company’s total revenue. Revenue is measured based on the amount of consideration expected to be received in exchange for the transfer of the goods or services specified in the contract with each customer. In certain cases, the Company does offer the ability for customers to lease its imaging equipment primarily on a non-sales type basis, but such arrangements are immaterial to total revenue in the years presented. The Company generally does not allow returns of products that have been delivered. Costs incurred by the Company associated with sales contracts with customers are deferred over the performance obligation period and recognized in the same period as the related revenue, except for contracts that complete within one year or less, in which case the associated costs are expensed as incurred. Payment terms for sales to customers may vary but are commensurate with the general business practices in the country of sale. To the extent that the transaction price includes variable consideration, such as discounts, rebates, and customer payment penalties, the Company estimates the amount of variable consideration that should be included in the transaction price utilizing either the expected value method or the most likely amount method depending on the nature of the variable consideration. Variable consideration is included in the transaction price if, in the Company’s judgment, it is probable that a significant future reversal of cumulative revenue under the contract will not occur. Estimates of variable consideration and determination of whether to include estimated amounts in the transaction price are based largely on an assessment of the Company’s anticipated performance and all information that is reasonably available, including historical, current, and forecasted information. The Company records a contract asset when one or more performance obligations have been completed and revenue has been recognized, but the customer's payment is contingent on the satisfaction of additional performance obligations. The Company records a contract liability, or deferred revenue, when it has an obligation to provide a product or service to the customer and payment is received in advance of its performance. When the Company sells a product or service with a future performance obligation, revenue is deferred on the unfulfilled performance obligation and recognized over the related performance period. Generally, the Company does not have observable evidence of the standalone selling price related to its future service obligations; therefore, the Company estimates the selling price using an expected cost plus a margin approach. The transaction price is allocated using the relative standalone selling price method. The use of alternative estimates could result in a different amount of revenue deferral. Research and Development Expenses Research and development costs are expensed as incurred. Research and development expenses consist of costs associated with the design, development, testing, and enhancement of the Company's products. Research and development expenses also include salaries and related employee benefits, research-related overhead expenses, fees paid to external service providers and development consultants in the form of both cash and equity. Transaction-related Expenses Transaction-related costs are expensed as incurred. Transaction-related expenses consist of certain costs incurred related primarily to the acquisition and integration of Valence, as defined below, and EOS. Product Shipment Cost Product shipment costs for surgical sets are included in sales, general and administrative expenses in the accompanying consolidated statements of operations. Product shipment costs totaled $ 17.3 million , $ 14.8 million and $ 8.3 million for the years ended December 31, 2023, 2022 and 2021 respectively. F- 18 Table of Contents Stock-Based Compensation Stock-based compensation expense for equity-classified awards, principally related to restricted stock units ("RSUs") and performance restricted stock units ("PRSUs") is measured at the grant date based on the estimated fair value of the award. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to four year graded or cliff vesting terms. No exercise price or other monetary payment is required for receipt of the shares issued in settlement of the respective award; instead, consideration is furnished in the form of the participant’s service. The fair value of RSUs including PRSUs with pre-defined performance criteria is based on the stock price on the date of grant. Stock-based compensation recorded in the Company’s consolidated statements of operations is based on awards expected to ultimately vest and has been reduced for estimated forfeitures. The Company’s estimated forfeiture rates may differ from its actual forfeitures. The Company considers its historical experience of pre-vesting forfeitures on awards by each homogenous group of employees as the basis to arrive at its estimated annual pre-vesting forfeiture rates. The Company estimates the fair value of stock options issued under the Company’s equity incentive plans and shares issued to employees under the Company’s employee stock purchase plan (“ESPP”) using a Black-Scholes option-pricing model on the date of grant. The Black-Scholes option-pricing model incorporates various assumptions including expected volatility, expected term and risk-free interest rates. The expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options and ESPP offering period which is derived from historical experience. The risk-free interest rate for periods within the contractual life of the option is based on the U.S. Treasury yield in effect at the time of grant. The Company has never declared or paid dividends and has no plans to do so in the foreseeable future. Awards to non-employees are accounted for under the same stock-based compensation provisions as employees, which require that the fair value of these instruments be recognized as an expense when earned. For Development Service Agreements, where the future payments for product and/or intellectual property rights may be paid in either cash or restricted shares of our common stock at the election of the developer, we estimate the fair value of those awards similar to a stock option, using a Black-Scholes option-pricing model on the date of grant. For Development Service Agreements where the future payments for product and/or intellectual property rights will be paid in restricted shares of our common stock, the fair value is based on the stock price on the date of grant. The stock-based compensation expense is recognized as earned once the award is deemed probable of achieving the pre-defined performance criteria. The stock-based compensation expense is included in cost of sales or research and development expense on the consolidated statements of operations commensurate with the nature of the services performed. Income Taxes The Company accounts for income taxes in accordance with provisions which set forth an asset and liability approach that requires the recognition of deferred tax assets and deferred tax liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized. In making such determination, a review of all available positive and negative evidence must be considered, including scheduled reversal of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. The Company recognizes interest and penalties related to uncertain tax positions as a component of the income tax provision. F- 19 Table of Contents Net Loss per Share Basic net loss per share is calculated by dividing the net loss available to common stockholders by the weighted-average number of common shares outstanding for the year. If applicable, diluted net loss per share attributable to common stockholders is calculated by dividing net loss available to common stockholders by the diluted weighted-average number of common shares outstanding for the year determined using the treasury-stock method and the if-converted method for convertible debt. For purposes of this calculation, common stock subject to repurchase by the Company, common stock issuable upon conversion or exercise of convertible notes, preferred shares, options, and warrants are considered to be common stock equivalents and are only included in the calculation of diluted earnings per share when their effect is dilutive. Due to the Company’s net loss position, the effect of including common stock equivalents in the earnings per share calculation is anti-dilutive, and therefore not included. The following table sets forth the computation of basic and diluted loss per share (in thousands, except per share data): Year Ended December 31, 2023 2022 2021 Numerator: Net loss $ ( 186,638 ) $ ( 151,293 ) $ ( 143,032 ) Denominator: Weighted average common shares outstanding 121,242 103,373 96,197 Net loss per share, basic and diluted $ ( 1.54 ) $ ( 1.46 ) $ ( 1.49 ) The following potentially dilutive shares of common stock were excluded from the calculation of diluted net loss per share because their effect would have been anti-dilutive for the years presented (in thousands): Year Ended December 31, 2023 2022 2021 Series A convertible preferred stock — — 29 Options to purchase common stock and employee stock purchase plan 2,555 2,991 3,416 Unvested restricted stock units 7,713 8,533 8,703 Warrants to purchase common stock 8,219 15,491 20,184 Senior convertible notes 17,246 17,246 17,246 35,733 44,261 49,578 Recently Adopted and Issued Accounting Pronouncements In August 2021, the FASB issued Accounting Standards Update ("ASU") No. 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers . The guidance requires application of Topic 606, Revenue from Contracts with Customers to recognize and measure contract assets and contract liabilities acquired in a business combination. ASU No. 2021-08 adds an exception to the general recognition and measurement principle in Topic 805 where assets acquired and liabilities assumed in a business combination, including contract assets and contract liabilities arising from contracts with customers, are measured at fair value on the acquisition date. Under the new guidance, the acquirer will recognize acquired contract assets and contract liabilities as if the acquirer had originated the contract. The standard is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022, with early adoption permitted. The Company adopted ASU No. 2021-08 as of January 1, 2023 , on a prospective basis. The adoption of ASU No. 2021-08 did no t have a material impact on the Company's consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvement to Income Tax Disclosures to enhance the transparency of income tax disclosures. The guidance in ASU No. 2023-09 allows for a prospective method of transition, with the option to apply the standard retrospectively. The standard is effective for fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not intend to early adopt the standard and is in the process of assessing the impact on its consolidated financial statements and related disclosures. F- 20 Table of Contents In November 2023, the FASB issued ASU No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures that expands disclosure requirements for reportable segments, primarily through enhanced disclosure of significant segment expenses. The guidance in ASU No. 2023-07 allows for a retrospective method of transition. The standard is effective for fiscal years beginning after December 15, 2023 and interim periods in fiscal years beginning after December 15, 2024, with early adoption permitted. The Company does not intend to early adopt the standard and is in the process of assessing the impact on its consolidated financial statements and related disclosures. In October 2023, the FASB issued ASU No. 2023-06, Disclosure Improvements - Codification Amendments in Response to the SEC’s Disclosure Update and Simplification Initiative. The guidance amends the ASC to incorporate certain disclosure requirements from SEC Release No. 33-10532 Disclosure Update and Simplification issued in 2018. The effective date for each amendment will be the date on which the Securities and Exchange Commission's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. ASU No. 2023-06 is not expected to have a material impact on the Company's financial statements. F- 21 Table of Contents 2. Business Combination The Company recognizes assets acquired, liabilities assumed, and any noncontrolling interest at fair value at the date of acquisition. On April 19, 2023, the Company entered into an Asset Purchase Agreement with Integrity Implants Inc. and Fusion Robotics, LLC (collectively, the “Sellers”), whereby the Company acquired certain assets, liabilities, employees, and contracts in connection with the Sellers’ navigation-enabled robotics platform (“Valence”). The Company paid the Sellers cash consideration of $ 55.0 million at closing, which represented the total purchase consideration. The acquisition was accounted for as a business combination and the Company did not acquire any material assets or assume any material liabilities in connection with the acquisition, excluding intangible assets and goodwill. The acquisition is treated as an asset purchase for income tax purposes; therefore, the goodwill recorded is considered deductible for income tax purposes. Refer to Note 4 for further details on intangible assets and goodwill acquired. The Company is in the process of finalizing the purchase price allocation. While the Company does not expect material changes in the valuation outcome, certain assumptions and findings that were in place at the date of acquisition could result in changes in the purchase price allocation. In May 2021, the Company completed the acquisition of EOS. The Company paid cash of $ 100.0 million to acquire 100 % of all issued and outstanding ordinary shares and 57 % of the outstanding convertible bonds of EOS ("OCEANEs"). 3. Fair Value Measurements Assets and liabilities measured at fair value on a recurring basis include the following as of December 31, 2023 and 2022 (in thousands): December 31, 2023 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 76,662 — — $ 76,662 Total cash equivalents $ 76,662 — — $ 76,662 December 31, 2022 Level 1 Level 2 Level 3 Total Cash equivalents: Money market funds $ 62,956 — — $ 62,956 Total cash equivalents $ 62,956 — — $ 62,956 The Company did not have any transfers of assets and liabilities between the levels of the fair value measurement hierarchy during the years presented. Fair Value of Convertible Debt The fair value, based on a quoted market price (Level 1), of the Company’s outstanding 0.75 % Convertible Senior Notes due 2026 (the "2026 Notes") was approximately $ 335.4 million at December 31, 2023 and approximately $ 288.8 million at December 31, 2022. The fair value, based on a quoted market price (Level 1), of the Company’s outstanding OCEANEs was approximately $ 13.3 million at December 31, 2022. As of December 31, 2023, no OCEANEs remained outstanding. See Note 6 for further information. F- 22 Table of Contents 4. Balance Sheet Details Inventories Inventories consist of the following (in thousands): December 31, 2023 2022 Raw materials $ 23,394 $ 13,928 Work-in-process 950 3,032 Finished goods 112,498 84,561 Inventories $ 136,842 $ 101,521 Property and Equipment, net Property and equipment, net consist of the following (in thousands, except as indicated): Useful Life December 31, (in years) 2023 2022 Surgical instruments 4 $ 224,357 $ 158,906 Machinery and equipment 7 11,633 9,502 Computer equipment 3 5,778 4,753 Office furniture and equipment 5 6,225 4,760 Leasehold improvements various 3,986 2,965 Construction in progress n/a 24,732 15,360 276,711 196,246 Less: accumulated depreciation ( 126,876 ) ( 94,294 ) Property and equipment, net $ 149,835 $ 101,952 Total depreciation expense was $ 40.9 million, $ 31.0 million and $ 20.3 million for the years ended December 31, 2023, 2022 and 2021 respectively. At December 31, 2023 and 2022, assets recorded under financing leases of $ 1.1 million and $ 0.4 million, respectively, were included in the property and equipment, net, balance. Amortization of assets under financing leases is included in depreciation expense. Goodwill The change in the carrying amount of goodwill during the year ended December 31, 2023 included the following (in thousands): December 31, 2022 $ 47,367 Goodwill acquired during the year 24,582 Foreign currency fluctuation 1,054 December 31, 2023 $ 73,003 F- 23 Table of Contents Intangible Assets, net Intangible assets, net consist of the following (in thousands, except as indicated): Remaining Weighted Avg. Useful Life Gross Accumulated Intangible December 31, 2023: (in years) Amount Amortization Assets, net Developed product technology 6 $ 106,782 $ ( 26,560 ) $ 80,222 Trademarks and trade names 7 5,588 ( 1,561 ) 4,027 Customer relationships 3 14,504 ( 8,692 ) 5,812 Distribution network 1 2,413 ( 2,242 ) 171 Total amortized intangible assets 129,287 ( 39,055 ) 90,232 Software in development n/a 7,934 — 7,934 In-process research and development n/a 4,285 — 4,285 Total intangible assets $ 141,506 $ ( 39,055 ) $ 102,451 . Remaining Weighted Avg. Useful Life Gross Accumulated Intangible December 31, 2022: (in years) Amount Amortization Assets, net Developed product technology 7 $ 75,896 $ ( 13,420 ) $ 62,476 Trademarks and trade names 8 5,421 ( 987 ) 4,434 Customer relationships 4 14,240 ( 6,906 ) 7,334 Distribution network 2 2,413 ( 2,041 ) 372 Total amortized intangible assets 97,970 ( 23,354 ) 74,616 Software in development n/a 2,503 2,503 In-process research and development n/a 5,662 5,662 Total intangible assets $ 106,135 $ ( 23,354 ) $ 82,781 During the year ended December 31, 2023, in connection with the Company's acquisition of Valence, as further described in Note 2, the Company recorded additions to developed product technology and goodwill in the amount of $ 26.9 million and $ 24.6 million, respectively. The intangible asset acquired will be amortized on a straight-line basis over a useful life of seven years . Total expense related to amortization of intangibl e assets was $ 15.2 million , $ 10.2 million and $ 6.4 million for the years ended December 31, 2023, 2022 and 2021, respectively. Software in development assets begin amortizing when the projects are complete and the assets are ready for their intended use. In-process research and development assets and software in development assets both begin amortizing when the related products reach full commercial launch or are approved and ready for their intended use. Future amortization expense related to intangible assets as of December 31, 2023 is as follows (in thousands): Year Ending December 31, 2024 $ 16,699 2025 15,211 2026 15,211 2027 12,989 2028 11,057 Thereafter 19,065 Total $ 90,232 F- 24 Table of Contents Accrued Expenses and Other Current Liabilities Accrued expenses and other current liabilities consist of the following (in thousands): December 31, 2023 2022 Payroll and payroll related $ 29,207 $ 19,764 Commissions and sales milestones 21,414 17,444 Accrued legal expenses 10,994 8,345 Royalties 7,968 4,758 Administration fees 2,732 1,912 Inventory in-transit 2,251 3,548 Other taxes payable 1,985 1,955 Interest 1,753 1,122 Professional fees 1,384 1,238 Orthotec litigation settlement obligation — 3,968 Debt issuance costs — 2,690 Other 8,024 5,638 Total accrued expenses and other current liabilities $ 87,712 $ 72,382 Other Long-Term Liabilities Other long-term liabilities consist of the following (in thousands): December 31, 2023 2022 Income tax-related liabilities $ 5,838 $ 6,526 Contract liabilities 2,561 3,047 Royalties 1,065 5,739 Other 1,739 1,777 Other long-term liabilities $ 11,203 $ 17,089 F- 25 Table of Contents 5. Contract Assets and Contract Liabilities Contract assets are included within prepaid expenses and other current assets in the consolidated balance sheets. Contract assets relate to contracts with customers for which one or more performance obligations have been completed and revenue has been recognized, but the customer's payment is contingent on the satisfaction of additional performance obligations. The opening and closing balances of the Company's contract assets are as follows (in thousands): December 31, 2023 December 31, 2022 Contract assets $ 3,865 $ — The Company had current and non-current contract liabilities tot aling $ 13.9 million and $ 2.6 million, respectively, as of December 31, 2023. The Company had current and non-current contract liabilities totaling $ 12.0 million and $ 3.0 million, respectively, as of December 31, 2022. The non-current contract liabilities balance is included in other long-term liabilities on the consolidated balance sheets. Contract liabilities relates to contracts with customers for which partial or complete payment of the transaction price has been received from the customer and the related obligations must be completed before revenue can be recognized. These amounts primarily relate to undelivered equipment, services, or maintenance agreements. The Company recognize d $ 28.2 million of revenue from its contract liabilities during the year ended December 31, 2023, of which $ 10.9 million was recognized from the beginning contract liabilities balance. The Company recognized $ 21.6 million of revenue from its contract liabilities during the year ended December 31, 2022, of which $ 12.9 million was recognized from the beginning contract liabilities balance. The Company recognized $ 14.6 million o f revenue from its contract liabilities during the years ended December 31, 2021. The opening and closing balances of the Company’s contract liabilities are as follows (in thousands): Balance at December 31, 2022 $ 15,003 Payments received 29,482 Revenue recognized ( 28,180 ) Foreign currency fluctuation 169 Balance at December 31, 2023 $ 16,474 6. Debt Term Loan On January 6, 2023, the Company entered into a $ 150.0 million term loan credit facility with Braidwell Transaction Holdings, LLC (the “Braidwell Term Loan”). The Braidwell Term Loan provides for an initial term loan of $ 100.0 million which was funded on the closing date. On September 28, 2023, the Company drew an additional $ 50.0 million (the “delayed draw term loan(s)” or the “DDTL”). The Braidwell Term Loan matures on January 6, 2028 . As of December 31, 2023, the outstanding balance under the Braidwell Term Loan was $ 150.0 million. In conjunction with the issuance of the Braidwell Term Loan, the Company incurred $ 3.4 million in debt issuance costs and $ 1.5 million in commitment fees. Commitment fees paid to the lender were accounted for as a debt discount. The debt issuance costs and debt discount were recorded as a direct reduction of the carrying amount of the loan on the consolidated balance sheets and are being amortized over the life of the loan. As of December 31, 2023, debt issuance costs and debt discount, net of accumulated amortization, associated with the Braidwell Term Loan were $ 3.0 million and $ 1.3 million, respectively. F- 26 Table of Contents Borrowings under the Braidwell Term Loan bear interest at a rate per annum equal to the Term Secured Overnight Financing Rate for such SOFR business day ("SOFR") subject to a 3 % floor, plus 5.75 %. The applicable interest rate as of December 31, 2023 was 11.2 %. The loan agreement includes an undrawn commitment fee, which is calculated as 1 % per annum of the average daily undrawn portion of the DDTL. Interest and undrawn commitment fees incurred are due quarterly. The Company is also required to pay fees on any prepayment of the Braidwell Term Loan, ranging from 1.0 % to 3.0 % depending on the date of prepayment, and a final payment fee equal to 3.25 % of the principal amount of the loans drawn. The effective interest rate as of December 31, 2023 was 12.2 %. During the year ended December 31, 2023, the Company recognized interest expense on the Braidwell Term Loan of $ 13.2 million, which includes $ 0.4 million for the amortization of debt issuance costs and $ 0.2 million for the debt discount. Upon the Braidwell Term Loan’s maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the Braidwell Term Loan will be due and payable. The Braidwell Term Loan is secured by substantially all of the Company’s assets with the priority interest of the lenders in the Braidwell Term Loan and the Revolving Credit Facility, as defined below, subject to terms of a customary intercreditor agreement, which provides that the lenders under the Revolving Credit Facility have a priority with respect to the Company's accounts receivable, inventory, medical instruments, and items related to the foregoing, and the lenders under the Braidwell Term Loan have priority with respect to the remainder of the Company's assets. The loan agreement contains customary representations and warranties and affirmative and negative covenants. Under the loan agreement, the Company is required to maintain a minimum level of liquidity. The loan agreement also includes certain events of default, and upon the occurrence of such events of default, all outstanding loans under the Braidwell Term Loan may be accelerated and/or the lenders’ commitments terminated. The Company is in compliance with all required financial covenants as of December 31, 2023. Revolving Credit Facility In September 2022, the Company entered into a revolving credit facility (the “Revolving Credit Facility”) with entities affiliated with MidCap Financial Trust (“MidCap”). The Revolving Credit Facility provides up to $ 50.0 million in borrowing capacity to the Company based on a borrowing base. The borrowing base is calculated based on certain accounts receivable and inventory assets. The Company may request a $ 25.0 million increase in the Revolving Credit Facility for a total commitment of up to $ 75.0 million. The Revolving Credit Facility matures on the earlier of September 29, 2027 , or 90 days prior to the final maturity date of the Company’s 2026 Notes, as defined below. As of December 31, 2023, the outstanding balance under the Revolving Credit Facility was $ 49.7 million. In January 2024, the Compa ny repaid $ 42.0 million o f the outstanding balance. In conjunction with obtaining the Revolving Credit Facility, the Company incurred $ 1.4 million in debt issuance costs. These costs were capitalized to other assets on the consolidated balance sheets and are being amortized over the life of the Revolving Credit Facility. As of December 31 2023, and 2022, debt issuance costs, net of accumulated amortization, associated with the Revolving Credit Facility were $ 1.0 million and $ 1.3 million, respectively. The outstanding loans bear interest at the sum of SOFR plus 3.5 % per annum. The interest rate as of December 31, 2023 was 9.0 %. The loan agreements include an unused line fee, which is calculated as 0.5 % per annum of either the unused Revolving Credit Facility or a minimum balance. Interest and unused line fees incurred are due and capitalized to the outstanding principal balance monthly. The Company recognized interest expense on the Revolving Credit Facility of $ 2.0 million during the year ended December 31, 2023, which includes $ 0.3 million for the amortization of debt issuance costs. The Company recognized interest expense on the Revolving Credit Facility of $ 0.2 million during the year ended December 31, 2022, which includes $ 0.1 million for the amortization of debt issuance costs. Upon the Revolving Credit Facility’s maturity, any outstanding principal balance, unpaid accrued interest, and all other obligations under the Revolving Credit Facility will be due and payable. The Revolving Credit Facility contains a lockbox arrangement clause requiring the Company to maintain a lockbox bank account. If the revolving loan availability is less than 30 % of the revolving loan limit for five consecutive business days, or the Company is in default, MidCap will apply funds collected from the Company's lockbox account to reduce the outstanding balance of the Revolving Credit Facility. As of December 31, 2023, the Company's loan availability level has not activated lockbox deductions, nor is it expected to for the next 12 months; therefore, the Company has determined that the outstanding balance under the Revolving Credit Facility is long-term debt on the consolidated balance sheets. F- 27 Table of Contents The outstanding loans are secured by substantially all of the Company’s assets with the priority interest of the lenders subject to terms of a customary intercreditor agreement in connection with the Braidwell Term Loan. The loan agreements and other ancillary documents contain customary representations and warranties and affirmative and negative covenants. Under the loan agreements, the Company is required to maintain a minimum level of liquidity. The loan agreements also include certain events of default, and upon the occurrence of such events of default, all outstanding loans under the Revolving Credit Facility may be accelerated and/or the lenders’ commitments terminated. The Company is in compliance with all required financial covenants as of December 31, 2023. 0.75% Convertible Senior Notes due 2026 In August 2021, the Company issued $ 316.3 million aggregate principal amount of unsecured 2026 Notes with a stated interest rate of 0.75 % and a maturity date of August 1, 2026 . Interest on the 2026 Notes is payable semi-annually in arrears on February 1 and August 1 of each year, beginning on February 1, 2022 . The net proceeds from the sale of the 2026 Notes were approximately $ 306.2 million after deducting the initial purchasers’ offering expenses and before cash used for the privately negotiated capped call transactions (the "Capped Call Transactions"), as described below, the repurchase of stock, as descri bed in Note 9, and the repayment of the outstanding unsecured term loan with Squadron Medical Finance Solutions, LLC (the “Squadron Medical Term Loan") and outstanding obligation under the Inventory Financing Agreement, as described below. The 2026 Notes do not contain any financial covenants . The 2026 Notes are convertible into shares of the Company’s common stock based upon an initial conversion rate of 54.5316 shares of the Company’s common stock per $ 1,000 principal amount of 2026 Notes (equivalent to an initial conversion price of approximately $ 18.34 per share). The conversion rate will be subject to adjustment upon the occurrence of certain specified events, including certain distributions and dividends to all or substantially all of the holders of the Company’s common stock. Based on the terms of the 2026 Notes, when a conversion notice is received, the Company has the option to pay or deliver cash, shares of the Company’s common stock, or a combination thereof. Holders of the 2026 Notes have the right to convert their notes in certain circumstances and during specified periods. Prior to the close of business on the business day immediately preceding February 2, 2026, holders may convert all or a portion of their 2026 Notes only under the following circumstances: (1) during any calendar quarter (and only during such calendar quarter) commencing after the calendar quarter ending on September 30, 2021, if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (2) during the 5 consecutive business days immediately after any 10 consecutive trading day period (the “measurement period”) in which the trading price per $ 1,000 principal amount of 2026 Notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on each such trading day; or (3) upon the occurrence of specified corporate events. From and after February 2, 2026 , holders of the 2026 Notes may convert their notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. As of December 31, 2023, none of the conditions permitting the holders of the 2026 Notes to convert have been met. The 2026 Notes are classified as long-term debt on the consolidated balance sheets as of December 31, 2023 and 2022. The 2026 Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after August 6, 2024 and on or before the 40th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the 2026 Notes to be redeemed, plus accrued and unpaid interest, if any, but only if the last reported sale price per share of the Company’s common stock exceeds 130 % of the conversion price for a specified period of time. In addition, calling any of the notes for redemption will constitute a “make-whole fundamental change” with respect to that note, in which case the conversion rate applicable to the conversion of that note will be increased in certain circumstances if such note is converted after it is called for redemption. If a fundamental change occurs prior to the maturity date, holders may require the Company to repurchase all or a portion of their 2026 Notes for cash at a price equal to 100 % of the principal amount of the 2026 Notes plus accrued and unpaid interest. No principal payments are otherwise due on the 2026 Notes prior to maturity. F- 28 Table of Contents The Company recorded the full principal amount of the 2026 Notes as a long-term liability net of deferred issuance costs. The annual effective interest rate for the 2026 Notes is 1.4 %. The Company recognized interest expense on the 2026 Notes of $ 4.4 million, $ 4.4 million and $ 1.7 million during the years ended December 31, 2023, 2022 and 2021, respectively, which inclu des $ 2.0 million, $ 2.0 million and $ 0.8 million for the amortization of debt issuance costs during the years ended December 31, 2023, 2022 and 2021, respectively. The Company uses the if-converted method for assumed conversion of the 2026 Notes to compute the weighted average shares of common stock outstanding for diluted earnings per share, if applicable. The outstanding principal amount and carrying value of the 2026 Notes consist of the following (in thousands): December 31, 2023 Principal $ 316,250 Unamortized debt issuance costs ( 5,293 ) Net carrying value $ 310,957 Capped Call Transactions In connection with the offering of the 2026 Notes, the Company entered into the Capped Call Transactions with certain financial institutions. The Capped Call Transactions are expected generally to reduce the potential dilution and/or offset the cash payments the Company is required to make in excess of the principal amount of the 2026 Notes upon conversion of the 2026 Notes in the event that the market price per share of the Company’s common stock is greater than the strike price of the Capped Call Transactions with such reduction and/or offset subject to a cap. The Capped Call Transactions have an initial cap price of $ 27.68 per share of the Company’s common stock, which represents a premium of 100 % over the last reported sale price of the Company’s common stock on August 5, 2021, and is subject to certain adjustments under the terms of the Capped Call Transactions. Collectively, the Capped Call Transactions cover, initially, the number of shares of the Company’s common stock underlying the 2026 Notes, subject to anti-dilution adjustments substantially similar to those applicable to the 2026 Notes. The cost of the Capped Call Transactions was approximately $ 39.9 million. The Capped Call Transactions are separate transactions and are not part of the terms of the 2026 Notes and will not affect any holder’s rights under the notes. Holders of the 2026 Notes will not have any rights with respect to the Capped Call Transactions. The Capped Call Transactions meet all of the applicable criteria for equity classification and, as a result, the related $ 39.9 million cost was recorded as a reduction to additional paid-in capital on the Company’s consolidated statements of shareholders’ (deficit) equity for the year ended December 31, 2021. OCEANE Convertible Bonds On May 31, 2018, EOS issued 4,344,651 OCEANEs denominated in Euros, due May 2023 for aggregate gross proceeds of $ 34.3 million. The OCEANEs were unsecured obligations of EOS, ranked equally with all other unsecured and unsubordinated obligations of EOS, and paid interest at a rate equal to 6 % per year, payable semiannually in arrears on May 31 and November 30 of each year, beginning November 30, 2018 . The OCEANEs matured on May 31, 2023 and the outstanding OCEANEs and accrued interest were paid in full on May 31, 2023. As of December 31, 2023, no OCEANEs remained outstanding. Interest expense was $ 0.3 million and $ 0.8 million for the years ended December 31, 2023 and 2022, respectively, and $ 0.7 million from the date of the EOS acquisition to December 31, 2021. F- 29 Table of Contents Other Debt Agreements The Company has two loan agreements under French government sponsored COVID-19 relief initiatives (“PGE” loans). Each PGE loan initially contained a 12 -month term, with an option to extend, and 90 % of the principal balance of each loan is state guaranteed. The cost of the state guaranty is 0.25 % of the loan amounts. The commercial banks loan of $ 3.6 million is interest free and the lenders loan of $ 1.6 million bears interest of 1.75 %. The loan capital and loan guaranty costs are payable in full at the end of the 12-month term or the loan may be extended up to 5 additional years. In February 2022, the Company extended the maturity for each loan agreement to 2027 . Each loan has a 12 -month period from the applicable extension date where interest only payments will occur (the “Interest Only Period”). Following the Interest Only Period, monthly and quarterly installments of principal and interest under each loan agreement is due until the original principal amounts and applicable interest is fully repaid in 2027. The outstanding obligation under each loan as of December 31, 2023 w as $ 3.1 million and $ 1.4 million at weighted average interest rates of 0.98 % and 1.25 %, respectively, and weighted average costs of the state guaranty of 0.69 % and 1.00 %, respectively. Debt consists of the following (in thousands): December 31, 2023 2022 2026 Notes $ 316,250 $ 316,250 OCEANEs — 13,333 Other notes payable 1,175 1,869 EOS PGE Loans 4,537 5,046 Braidwell Term Loan, including final payment fee of $ 4,875 154,875 — Revolving Credit Facility 49,720 35,251 Total 526,557 371,749 Less: unamortized debt discount and debt issuance costs ( 13,714 ) ( 7,290 ) Total 512,843 364,459 Less: short-term debt ( 1,808 ) ( 14,948 ) Total long-term debt $ 511,035 $ 349,511 Principal payments on debt are as follows as of December 31, 2023 (in thousands): 2024 $ 1,804 2025 1,733 2026 317,802 2027 50,343 2028 154,875 Total 526,557 Less: unamortized debt discount and debt issuance costs ( 13,714 ) Total 512,843 Less: short-term debt ( 1,808 ) Long-term debt $ 511,035 Paycheck Protection Loan On April 23, 2020, the Company received the proceeds from a loan in the amount of $ 4.3 million (the “PPP Loan”) from Silicon Valley Bank, as lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act. The Company used the loan proceeds for purposes consistent with the terms of the PPP and applied for forgiveness of the entire $ 4.3 million loan balance, which was granted in July 2021. The Company recorded a gain on debt extinguishment of $ 4.3 million, which is included in loss on debt extinguishment, net, on the consolidated statements of operations for the year ended December 31, 2021. F- 30 Table of Contents Squadron Medical Credit Agreement On November 6, 2018, the Company entered into the Squadron Medical Term Loan that was subsequently amended in March 2019, May 2020 and December 2020 to expand the availability of additional term loans, extend the maturity, remove all financial covenant requirements and, in the December 2020 amendment, incorporate a debt exchange. In December 2020, the Company amended the Squadron Medical Term Loan to expand the credit facility by an additional $ 15.0 million and to extend the maturity of the Squadron Medical Term Loan to June 30, 2026 . In conjunction with the Squadron Medical Term Loan amendment in December 2020, the Company entered into a debt exchange agreement whereby the Company exchanged $ 30.0 million of the Company’s outstanding debt obligations under the Squadron Medical Term Loan for the issuance of 2,700,270 shares of the Company’s Common Stock to Squadron Capital LLC and a participant lender, based on a price of $ 11.11 per share. The debt exchange resulted in additional debt issuance costs of $ 3.8 million calculated as the difference between the Company’s stock price on the date of issuance and the issuance price. The Company accounted for the March 2019, May 2020, and December 2020 amendments of the Squadron Medical Term Loan as debt modifications with continued amortization of the existing and inclusion of the new debt issuance costs amortized into interest expense utilizing the effective interest rate method. The Company determined that the $ 30.0 million pre-payment associated with the December 2020 amendment should be accounted for as a partial extinguishment of the November 6, 2018 Squadron Medical Term Loan, as amended. As a result of the partial extinguishment the Company elected, as an accounting policy in accordance with ASC 470-50-40-2, to write off a proportionate amount of the unamortized fees at the time that the financing was partially settled in accordance with the terms of the Squadron Medical Term Loan. The unamortized debt issuance costs were allocated between the remaining original loan balance and the portion of the loan paid down on a pro-rata basis. At the time of prepayment, the Company recorded a loss on extinguishment of $ 6.1 million, which was included in loss on debt extinguishment, net, on the consolidated statements of operations for the year ended December 31, 2020 and capitalized $ 3.8 million in non-cash debt issuance closing costs. On August 10, 2021, the Company terminated and repaid all obligations under the Squadron Medical Term Loan, which consisted of the $ 45.0 million outstanding principal and $ 0.2 million accrued interest. As a result of the early termination of the Squadron Medical Term Loan, the Company recorded a loss on debt extinguishment associated with the unamortized debt issuance costs of $ 11.7 million, which is included in loss on debt extinguishment, net, on the consolidated statements of operations for the year ended December 31, 2021. In connection with the initial 2018 Squadron Medical Term Loan and subsequent amendments, the Company issued an aggregate of 6,759,530 warrants to Squadron Medical and a participant lender. See Note 9 for further information on the warrants issued. 7. Commitments and Contingencies Leases The Company determines if an arrangement is a lease at inception by assessing whether there is an identified asset and whether the contract conveys the right to control the use of the identified asset in exchange for consideration over a period of time. If both criteria are met, the Company records the associated lease liability and corresponding ROU asset upon commencement of the lease using a discount rate based the incremental borrowing rate of interest that the Company would borrow on a collateralized basis for an amount equal to the lease payments in a similar economic environment. Any short-term leases defined as twelve months or less or month-to-month leases are excluded and continue to be expensed each month. Total costs associated with these short-term leases is immaterial to all years presented. F- 31 Table of Contents The Company leases office and storage facilities and equipment under various operating and financing lease agreements. The initial terms of these leases range from 1 to 10 years and generally provide for periodic rent increases. The Company’s lease agreements do not contain any material variable lease payments, residual value guarantees or material restrictive covenants. The Company aggregates all lease and non-lease components for each class of underlying assets into a single lease component and variable charges for common area maintenance and other variable costs are recognized as expense as incurred. Total variable costs associated with leases for the year ended December 31, 2023 were immaterial. The Company had an immaterial amount of financing leases as of December 31, 2023, which is included in property and equipment, net, accrued expenses and other current liabilities, and other long-term liabilities, on the consolidated balance sheets. The Company occupies 121,541 square feet of office space as its headquarters in Carlsbad, California. On December 4, 2019, the Company entered into a 10 -year operating lease that commenced on February 1, 2021 and will terminate on January 31, 2031 , subject to two sixty-month options to renew which are not reasonably certain to be exercised. Base rent under the building lease increases annually by 3 % throughout the remainder of the lease. On May 11, 2022, the Company entered into a lease amendment for the build out of additional space within the building which resulted in a lease modification increasing the ROU asset and lease liability. Future minimum annual lease payments for all operating leases of the Company are as follows as of December 31, 2023 (in thousands): 2024 $ 5,505 2025 5,246 2026 5,187 2027 5,175 2028 4,514 Thereafter 8,582 Total undiscounted lease payments 34,209 Less: imputed interest ( 5,373 ) Operating lease liability 28,836 Less: current portion of operating lease liability ( 5,159 ) Operating lease liability, less current portion $ 23,677 The Company’s weighted average remaining lease term and weighted average discount rate as of December 31, 2023 and December 31, 2022 are as follows: December 31, 2023 2022 Weighted average remaining lease term (years) 6.5 7.7 Weighted average discount rate 5.5 % 5.5 % Information related to the Company’s operating leases is as follows (in thousands): Year Ended December 31, 2023 2022 2021 Rent expense $ 5,045 $ 4,643 $ 4,482 Cash paid for amounts included in measurement of lease liabilities $ 5,120 $ 4,409 $ 1,795 Purchase Commitments The Company is obligated to certain minimum inventory purchase commitment requirements with a third-party supplier through December 2026. As of December 31, 2023, the remaining minimum purchase commitment required by the Company under the agreement w as $ 13.9 million. F- 32 Table of Contents Litigation The Company is and may become involved in various legal proceedings arising from its business activities. While management is not aware of any litigation matter that in and of itself would have a material adverse impact on the Company’s consolidated results of operations, cash flows or financial position, litigation is inherently unpredictable, and depending on the nature and timing of a proceeding, an unfavorable resolution could materially affect the Company’s future consolidated results of operations, cash flows or financial position in a particular year. The Company assesses contingencies to determine the degree of probability and range of possible loss for potential accrual or disclosure in the Company’s consolidated financial statements. An estimated loss contingency is accrued in the Company’s consolidated financial statements if it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. Because litigation is inherently unpredictable and unfavorable resolutions could occur, assessing contingencies is highly subjective and requires judgments about future events. When evaluating contingencies, the Company may be unable to provide a meaningful estimate due to a number of factors, including the procedural status of the matter in question, the presence of complex or novel legal theories, and/or the ongoing discovery and development of information important to the matters. In addition, damage amounts claimed in litigation against the Company may be unsupported, exaggerated or unrelated to reasonably possible outcomes, and as such are not meaningful indicators of the Company’s potential liability. In February 2018, NuVasive, Inc. filed suit against the Company in the United States District Court for the Southern District of California (NuVasive, Inc. v. Alphatec Holdings, Inc. et al., Case No. 3:18-cv-00347-CAB-MDD (S.D. Cal.)), alleging that certain of the Company’s products, infringed, or contributed to the infringement of, U.S. Patent Nos. 7,819,801, 8,355,780, 8,361,156, 8,439,832, 8,753,270, 9,833,227 and U.S. Design Patent Nos. D652,519 and D750,252. In June 2022, the parties reached a final resolution of all matters and executed a confidential settlement agreement. The Court dismissed the action with prejudice. The outcome of these proceedings did not have any material adverse effect on the Company’s consolidated results of operations, cash flows or financial position. Indemnifications In the normal course of business, the Company enters into agreements under which it occasionally indemnifies third-parties for intellectual property infringement claims or claims arising from breaches of representations or warranties. In addition, from time to time, the Company provides indemnity protection to third-parties for claims relating to past performance arising from undisclosed liabilities, product liabilities, environmental obligations, representations and warranties, and other claims. In these agreements, the scope and amount of remedy, or the period in which claims can be made, may be limited. It is not possible to determine the maximum potential amount of future payments, if any, due under these indemnities due to the conditional nature of the obligations and the unique facts and circumstances involved in each agreement. In October 2017, NuVasive filed a lawsuit in Delaware Chancery Court against Mr. Miles, the Company’s Chairman and CEO, who was a former officer and board member of NuVasive. The Company itself was not initially a named defendant in this lawsuit; however, in June 2018, NuVasive amended its complaint to add the Company as a defendant. In October 2018, the Delaware Court ordered that NuVasive advance legal fees for Mr. Miles’ defense in the lawsuit, as well as Mr. Miles’ legal fees incurred in pursuing advancement of his fees, pursuant to an indemnification agreement between NuVasive and Mr. Miles. Royalties The Company has entered into various intellectual property agreements requiring the payment of royalties based on the sale of products that utilize such intellectual property. These royalties primarily relate to products sold by Alphatec Spine and are based on fixed fees or calculated either as a percentage of net sales or on a per-unit sold basis. Royalties are included on the accompanying consolidated statements of operations as a component of cost of sales. F- 33 Table of Contents 8. Orthotec Settlement On September 26, 2014, the Company entered into a Settlement and Release Agreement, dated as of August 13, 2014, by and among the Company and its direct subsidiaries, including Alphatec Spine, Inc., Alphatec Holdings International C.V., Scient'x S.A.S. and Surgiview S.A.S.; HealthpointCapital, LLC, HealthpointCapital Partners, L.P., HealthpointCapital Partners II, L.P., John H. Foster and Mortimer Berkowitz III; and Orthotec, LLC and Patrick Bertranou, (the “Settlement Agreement”). Pursuant to the Settlement Agreement, the Company agreed to pay Orthotec, LLC $ 49.0 million in cash, including initial cash payments totaling $ 1.75 million, which the Company paid in March 2014, and an additional lump sum payment of $ 15.75 million, which the Company paid in April 2014. The Company agreed to pay the remaining $ 31.5 million in 28 quarterly installments of $ 1.1 million and one additional quarterly installment of $ 0.7 million, commencing October 1, 2014. The unpaid balance of the principal amount due accrued interest at the rate of 7 % per year until paid in full. The accrued but unpaid interest was paid in quarterly installments of $ 1.1 million (or the full amount of the accrued but unpaid interest if less than $ 1.1 million) following the full payment of the $ 31.5 million in quarterly installments. As of December 31, 2023, the Company has paid all installment payments due, including imputed interest, under the Settlement Agreement and no balance remains outstanding. 9. Equity Common Stock There were 200,000,000 shares of common stock authorized at December 31, 2023 and 2022. On October 27, 2023, the Company completed an underwritten public offering (the "Public Offering") of 14,300,000 shares of the Company’s common stock at a public offering price of $ 10.50 per share. On November 17, 2023, the underwriters exercised their option to purchase 470,769 additional shares. The net proceeds from the offering were approximately $ 145.8 million, including the underwriting discounts and commissions and offering expenses paid by the Company. On August 11, 2023, the Company completed an at the market offering of 668,484 shares of the Company’s common stock. The net proceeds from the offering were approximately $ 9.9 million, including the underwriting discounts and commissions and offering expenses paid by the Company. On April 19, 2023, the Company completed a registered securities offering (the “Offering”) of 4,285,715 shares of the Company’s common stock at a price of $ 14.00 per share. The net proceeds from the Offering were approximately $ 57.5 million, including the underwriting discounts and commissions and offering expenses paid by the Company. On March 1, 2021, the Company completed the sale of 12,421,242 shares of common stock for gross proceeds of $ 138.0 million, and net proceeds of approximately $ 131.8 million, net of $ 6.2 million in fees. On August 3, 2021, the Company’s Board of Directors authorized the Company to repurchase an aggregate of up to $ 25.0 million of shares of the Company’s common stock. On August 10, 2021, The Company repurchased 1,806,358 shares of its common stock for approximately $ 25.0 million in privately negotiated transactions. There were no repurchases of common stock during the years ended December 31, 2023 or 2022. F- 34 Table of Contents Redeemable Preferred Stock The Company issued shares of redeemable preferred stock in connection with its initial public offering in June 2006. As of December 31, 2023, and 2022, the redeemable preferred stock carrying value was $ 23.6 million and there were 20 million shares of redeemable preferred stock authorized. The redeemable preferred stock is not convertible into common stock but is redeemable at $ 9.00 per share, (i) upon the Company’s liquidation, dissolution or winding up, or the occurrence of certain mergers, consolidations or sales of all or substantially all of the Company’s assets, before any payment to the holders of the Company’s common stock, or (ii) at the Company’s option at any time. Holders of redeemable preferred stock are generally not entitled to vote on matters submitted to the stockholders, except with respect to certain matters that will affect them adversely as a class and are not entitled to receive dividends. The carrying value of the redeemable preferred stock was $ 7.11 per share at December 31, 2023 and 2022. The redeemable preferred stock is presented separately from stockholders’ equity in the consolidated balance sheets and any adjustments to its carrying value up to its redemption value of $ 9.00 per share are reported as a dividend. 2017 PIPE Warrants The 2017 common stock warrants (the “2017 PIPE Warrants”) had a five-year life and were exercisable by cash exercise only. The 2017 PIPE Warrants expired in 2022, and no 2017 PIPE warrants remained outstanding as of December 31, 2022. During the year ended December 31, 2022, there were approximately 2,312,000 2017 PIPE Warrant exercises for total cash proceeds of $ 3.5 million. 2018 PIPE Warrants The 2018 common stock warrants (the “2018 PIPE Warrants”) had a five-year life and were exercisable by cash or cashless exercise. The 2018 PIPE Warrants expired in May 2023, and no 2018 PIPE warrants remained outstanding as of December 31, 2023. During the year ended December 31, 2023, there were approximately 6,311,000 2018 PIPE Warrant exercises for total cash proceeds of $ 0.4 million. During the year ended December 31, 2022, there were approximately 2,168,000 2018 PIPE Warrant exercises for total cash proceeds of $ 0.4 million. SafeOp Surgical Merger Warrants The SafeOp common stock warrants (the “SafeOp Warrants”), had a five-year life and were exercisable by cash or cashless exercise. The SafeOp Warrants expired in May 2023, and no SafeOp Warrants remained outstanding as of December 31, 2023. During the year ended December 31, 2023, there were 937,000 cashless SafeOp Warrant exercises. During the year ended December 31, 2022, there were approximately 257,000 cashless SafeOp Warrant exercises. Squadron Medical Warrants In connection with debt financing entered into with Squadron Medical in 2018, and amended in 2019 and 2020, the Company issued common stock warrants to Squadron Medical and a participant lender (the “Squadron Medical Warrants”). The Squadron Medical Warrants expire in May 2027 and are exercisable by cash exercise. No Squadron Medical Warrants have been exercised as of December 31, 2023. Executive Warrants The Company issued warrants to Mr. Patrick S. Miles, the Company’s Chairman and Chief Executive Officer (the “Executive Warrants”). The Executive Warrants had a five-year term and are exercisable by cash or cashless exercise. In October 2022, the term was extended to seven years . No Executive Warrants have been exercised as of December 31, 2023. F- 35 Table of Contents A summary of all outstanding warrants as of December 31, 2023 is as follows (in thousands): Number of Warrants Strike Price Expiration 2018 Squadron Medical Warrants 845 $ 3.15 May 2027 2019 Squadron Medical Warrants 4,839 $ 2.17 May 2027 2020 Squadron Medical Warrants 1,076 $ 4.88 May 2027 Executive Warrants 1,327 $ 5.00 December 2024 Other* 132 $ 7.45 Various through June 2026 Total 8,219 *Represents weighted average strike price 10. Stock Benefit Plans and Stock-Based Compensation 2016 Equity Incentive Plan In 2016 the Company adopted its 2016 Equity Incentive Plan (the “2016 Plan”), which replaced the Company’s 2005 Employee, Director and Consultant Stock Plan. The 2016 Plan allows for the grant of options, restricted stock, restricted stock unit awards and performance unit awards to employees, directors, and consultants of the Company. The Board of Directors determines the terms of the grants made under the 2016 Plan. Options granted under the 2016 Plan expire no later than ten years from the date of grant ( five years for incentive stock options granted to holders of more than 10% of the Company’s voting stock). Options generally vest over a four-year period and may be immediately exercisable upon a change of control of the Company. The exercise price of incentive stock options may not be less than 100 % of the fair value of the Company’s common stock on the date of grant. The exercise price of any option granted to a 10% stockholder may be no less than 110 % of the fair value of the Company’s common stock on the date of grant. Restricted stock unit awards and performance unit awards generally vest over a three or four year period and vest immediately upon a change in control of the Company. On June 14, 2023, the Company’s shareholders approved an amendment to the 2016 Plan which increased the shares of common stock available for issuance under the 2016 Plan by 9,300,000 shares, resulting in total common stock reserved for issuance under the 2016 Plan of 26,383,333 shares. As of December 31, 2023, approximately 7,097,000 shares of common stock remained available for issuance under the 2016 Plan. The 2016 Plan expires in May 2026. 2016 Employment Inducement Award Plan On October 4, 2016, the Company’s Board of Directors adopted the 2016 Employment Inducement Award Plan (the “Inducement Plan”). The Inducement Plan allows for the grant of options, restricted stock, restricted stock unit awards and performance unit awards to new employees of the Company by granting an award to such new employee as an inducement for the employee to begin employment with the Company. On October 25, 2023, the Company’s Board of Directors approved an amendment to the Company’s Inducement Plan which increased the shares of common stock available for issuance under the Inducement Plan by 600,000 shares, resulting in total common stock available for issuance under the plan of 4,150,000 shares. As of December 31, 2023 the Inducement Plan had approximately 567,000 shares of common stock reserved for issuance, which may only be granted to an employee who has not previously been an employee or member of the board of directors of the Company. The terms of the Inducement Plan are substantially similar to the terms of the Company’s 2016 Plan with two principal exceptions: (i) incentive stock options may not be granted under the Inducement Plan; and (ii) the annual compensation paid by the Company to specified executives will be deductible only to the extent that it does not exceed $ 1.0 million. F- 36 Table of Contents 2019 Management Objective Strategic Incentive Plan Under the 2019 Management Objective Strategic Incentive Plan, the Company is authorized to grant up to 500,000 shares of common stock to third-party individuals or entities that do not qualify under the Company’s other existing equity plans. As of December 31, 2023 , approximately 476,000 restricted shares and approximately 12,500 common stock warrants have been granted under the 2019 Management Objective Strategic Incentive Plan. 2017 Distributor Inducement Plan Under the 2017 Distributor Inducement Plan, the Company is authorized to grant up to 1,000,000 shares of common stock to independent third-party sales agents whereby, upon the achievement of certain Company sales and/or distribution milestones the Company may grant to an independent sales agent shares of common stock or warrants to purchase shares of common stock. The warrants and restricted stock units issued under the plan are subject to time based or net sales-based vesting conditions. On October 26, 2023, the Company’s Board of Directors approved an amendment to the Company’s Distributor Inducement Plan which increased the shares of common stock available for issuance under the Distributor Inducement Plan by 500,000 shares, resulting in total common stock available for issuance under the plan of 1,500,000 shares. As of December 31, 2023 , approximately 345,000 warrants and approximately 595,000 shares of restricted common stock were granted under the 2017 Distributor Inducement Plan. As of December 31, 2023 , approximately 338,000 warrants and approximately 579,000 shares of common stock were earned or issued. 2017 Development Services Plan Under the 2017 Development Services Plan, the Company is authorized to issue up to 8,000,000 shares of common stock to third-parties upon the achievement of certain revenue milestones associated with certain developed products. Future payments for product and/or intellectual property development work may be paid in either cash or restricted shares of the Company’s common stock at the election of the developer, depending on the terms of the agreement. Each common stock issuance is contingent on net sales-based criteria and other provisions, including the satisfaction of applicable laws regarding the issuance of restricted shares to such developers. The Company has entered into Development Services Agreements for development of a wide variety of potential products and intellectual property, with the possibility of issuing shares of common stock. On October 26, 2023, the Company’s Board of Directors approved an amendment to the Company’s Development Services Plan which increased the shares of common stock available for issuance under the Development Services Plan by 2,000,000 shares, resulting in total common stock available for issuance under the plan of 10,000,000 shares. As of December 31, 2023, 2,362,000 shares have been earned or issued under the Development Services Plan. The Company recognizes stock-based compensation once the achievement of the performance criteria and vesting conditions are deemed probable. Stock-Based Compensation Costs The compensation cost that has been included in the Company’s consolidated statements of operations for all stock-based compensation arrangements is detailed as follows (in thousands): Year Ended December 31, 2023 2022 2021 Cost of sales $ 25,082 $ 2,597 $ 737 Research and development 18,741 5,016 4,056 Sales, general and administrative 37,421 32,943 31,657 Total $ 81,244 $ 40,556 $ 36,450 F- 37 Table of Contents Stock Options A summary of the Company’s stock option activity under the equity plans and related information is as follows (in thousands, except as indicated and per share data): Shares Weighted average exercise price Weighted average remaining contractual term (in years) Aggregate intrinsic value Outstanding at December 31, 2022 2,916 $ 3.38 Exercised ( 399 ) 2.40 Forfeited ( 48 ) 20.46 Outstanding at December 31, 2023 2,469 $ 3.20 4.22 $ 29,446 Options vested and expected to vest at December 31, 2023 2,469 $ 3.20 4.22 $ 29,466 Options exercisable at December 31, 2023 2,444 $ 3.11 4.19 $ 29,371 The weighted-average grant-date fair value per share of stock options granted during the year ended December 31, 2021 was $ 9.88 . There were no stock options granted during the years ended December 31, 2023 and 2022. The total intrinsic value of stock options exercised was $ 5.2 million, $ 3.4 million and $ 6.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. The aggregate intrinsic value of options at December 31, 2023 is based on the Company’s closing stock price on the last business day of 2023 of $ 15.11 p er share. The weighted average assumptions used to compute the stock-based compensation costs for the stock options granted during the year ended December 31, 2021 are as follows: Year Ended December 31, 2021 Risk-free interest rate 0.84 % Expected dividend yield — Weighted average expected life (years) 6.07 Volatility 87.38 % As of December 31, 2023, there was $ 0.2 million of unrecognized compensation expense for stock options which is expected to be recognized on a straight-line basis over a weighted average period of approximately 1.18 years. Restricted Stock Units and Performance Based Restricted Stock Units The following table summarizes information about the restricted stock units and performance-based restricted units activity (in thousands, except as indicated and per share data): Shares Weighted average grant date fair value Weighted average remaining recognition period (in years) Unvested at December 31, 2022 8,533 $ 6.63 Awarded 6,162 15.39 Vested ( 6,724 ) 10.72 Forfeited ( 258 ) 11.30 Unvested at December 31, 2023 7,713 $ 13.56 1.01 F- 38 Table of Contents The weighted-average grant-date fair value per share of awards granted during the years ended December 31, 2023, 2022 and 2021 was $ 15.39 , $ 8.13 and $ 12.79 , respectively. The total fair value of RSUs that vested during the years ended December 31, 2023, 2022 and 2021 was $ 104.3 million, $ 35.2 million and $ 43.9 million, respectively. As of December 31, 2023, there was $ 58.9 million o f unrecognized compensation expense for restricted stock awards, restricted stock units, and performance-based restricted units which is expected to be recognized on a straight-line basis over a weighted average period of approximat ely 1.52 years. Employee Stock Purchase Plan In 2007, the Company adopted the ESPP. On June 14, 2023, the Company’s shareholders approved a third amendment to the ESPP which increased the number of shares of common stock available for purchase under the ESPP by 1,500,000 shares, resulting in total common stock reserved for issuance under the ESPP of 3,637,449 shares. As of December 31, 2023, approximately 1,243,000 shares were available under the ESPP for future issuance. The ESPP provides eligible employees with a means of acquiring equity in the Company at a discounted purchase price using their own accumulated payroll deductions. Under the terms of the ESPP, employees can elect to have up to 20 % of their annual compensation, up to a maximum of $ 21,250 per year, withheld to purchase shares of Company common stock for a purchase price equal to 85 % of the lower of the fair market value per share (at closing) of Company common stock on (i) the commencement date of the six-month offering period or (ii) the respective purchase date. During the years ended December 31, 2023, 2022 and 2021 there were approximately 375,000 , 429,000 and 227,000 shares of common stock, issued under the ESPP, respectively. The Company recogniz ed $ 1.7 million , $ 1.6 million and $ 1.1 million in expense related to the ESPP for the years ended December 31, 2023, 2022 and 2021, respectively. The Company estimates the fair value of shares issued to employees under the ESPP using the Black-Scholes option-pricing model. The assumptions used to estimate the fair value of stock purchase rights under the ESPP are as follows: Year Ended December 31, 2023 2022 2021 Risk-free interest rate 4.54 % - 5.41 % 0.07 % - 4.54 % 0.04 % - 0.12 % Expected dividend yield — — — Expected term (years) 0.41 - 0.60 0.50 - 0.60 0.50 Volatility 40.87 % - 62.77 % 50.29 % - 64.53 % 49.98 % - 78.37 % Common Stock Reserved for Future Issuance Common stock reserved for future issuance consists of the following (in thousands): December 31, 2023 Stock options outstanding 2,469 Unvested restricted stock units 7,713 Employee stock purchase plan 1,243 Senior convertible notes 17,246 Warrants outstanding 8,219 Authorized for future grant under the Distributor and Development Services plans 560 Authorized for future grant under the Management Objective Strategic Incentive Plan 11 Authorized for future grant under the Company Equity plans 7,665 45,126 F- 39 Table of Contents 11. Income Taxes The components of the pretax loss are presented in the following table (in thousands): Year Ended December 31, 2023 2022 2021 U.S. Domestic $ ( 178,313 ) $ ( 146,627 ) $ ( 127,943 ) Foreign ( 8,602 ) ( 5,382 ) ( 16,219 ) Net loss before taxes $ ( 186,915 ) $ ( 152,009 ) $ ( 144,162 ) The components of the provision for income taxes are presented in the following table (in thousands): Year Ended December 31, 2023 2022 2021 Current income tax provision: Federal $ 76 $ ( 764 ) $ 123 State 332 ( 140 ) 166 Foreign 145 301 66 Total current 553 ( 603 ) 355 Deferred income tax provision: Federal 37 583 ( 159 ) State — 160 ( 32 ) Foreign ( 867 ) ( 856 ) ( 1,294 ) Total deferred ( 830 ) ( 113 ) ( 1,485 ) Total income tax provision $ ( 277 ) $ ( 716 ) $ ( 1,130 ) The provision for income taxes differs from the amount of income tax determined by applying the applicable U.S. statutory federal income tax rate to pretax loss as a result of the following differences: December 31, 2023 2022 2021 Federal statutory rate 21.00 % 21.00 % 21.00 % Adjustments for tax effects of: State taxes, net ( 0.13 ) 0.03 ( 0.07 ) Stock-based compensation ( 1.12 ) ( 1.79 ) ( 0.48 ) Rate differential 0.18 0.43 0.43 Foreign taxes ( 0.07 ) ( 0.05 ) ( 0.05 ) Other permanent adjustments ( 0.21 ) 0.21 0.08 Credits 1.53 0.00 0.00 Federal uncertain tax positions ( 1.50 ) 0.03 ( 0.08 ) Expiration of tax attribute ( 0.09 ) ( 1.60 ) 0.00 Liquidation entries 0.00 0.86 0.00 Other 0.70 ( 0.27 ) ( 0.13 ) Valuation allowance ( 20.12 ) ( 18.38 ) ( 19.91 ) Effective income tax rate 0.17 % 0.47 % 0.79 % F- 40 Table of Contents Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2023 and 2022 are as follows (in thousands): December 31, 2023 2022 Deferred tax assets: Net operating losses $ 167,389 $ 146,464 Interest 16,230 12,979 Capitalized research and development expenses 25,633 12,062 Inventory 12,095 11,298 Lease liability 7,268 7,975 Stock-based compensation 14,024 5,786 Accruals and reserves 6,162 4,806 Legal settlement 440 2,302 Income tax credit carryforwards 4,231 1,566 Total deferred tax assets 253,472 205,238 Valuation allowance ( 211,454 ) ( 167,860 ) Total deferred tax assets, net of valuation allowance 42,018 37,378 Deferred tax liabilities: Property and equipment ( 26,367 ) ( 19,610 ) Goodwill and intangibles ( 13,399 ) ( 15,518 ) Right-of-use assets ( 6,837 ) ( 7,250 ) Unrealized foreign exchange gain ( 254 ) ( 514 ) Total deferred tax liabilities ( 46,857 ) ( 42,892 ) Net deferred tax assets $ ( 4,839 ) $ ( 5,514 ) The realization of deferred tax assets is dependent on the Company’s ability to generate sufficient taxable income in future years in the associated jurisdiction to which the deferred tax assets relate. As of December 31, 2023, a valuation allowance of $ 211.5 million has been established against the deferred tax assets, as the Company has determined that it is currently not likely that these assets will be realized. During the years ended December 31, 2023, 2022 and 2021, the valuation allowance increased by $ 43.6 million, $ 39.4 million and $ 41.0 million, respectively. In determining the need for a valuation allowance, the Company considers all available positive and negative evidence, including scheduled reversals of deferred tax liabilities, projected future taxable income, tax planning strategies, and recent financial performance. Based on the review of all positive and negative evidence, including a three-year cumulative pretax loss, the Company determined that a full valuation allowance should be recorded against its deferred tax assets, with the exception of the net indefinite lived deferred tax liabilities and the Company’s Texas Temporary Credit for Business Loss Carryforwards. The following table summarizes the changes to unrecognized tax benefits (in thousands): Year ended December 31, 2023 2022 2021 Unrecognized tax benefit at the beginning of the year $ 6,079 $ 15,165 $ 2,452 Increases in tax positions for current year relating to acquisitions — — 12,713 Increases in tax positions for prior years 1,632 — — Decreases in tax positions for prior years — ( 8,929 ) — Increases in tax positions for current year relating to ongoing operations 1,435 173 — Decreases in tax positions as a result of a lapse of statute of limitations ( 81 ) ( 330 ) — Unrecognized tax benefits at the end of the year $ 9,065 $ 6,079 $ 15,165 F- 41 Table of Contents At December 31, 2023, 2022 and 2021, $ 8.6 million, $ 5.6 million and $ 14.5 million, respectively, of the Company’s total unrecognized tax benefits, if recognized, would impact the effective income tax rate. In accordance with the disclosure requirements as described in ASC Topic 740, Income Taxes , the Company classifies uncertain tax positions as non-current income tax liabilities unless they are expected to be paid within one year. The Company recognizes interest and penalties related to income tax matters as a component of the income tax provision. As of December 31, 2023, 2022 and 2021, there wer e $ 0.1 million , $ 0.04 million and $ 0.2 million in accrued interest and penalties, respectively. The Company and its subsidiaries are subject to federal income tax as well as income tax of multiple state and foreign jurisdictions. With few exceptions, the Company is no longer subject to income tax examination by tax authorities in major jurisdictions for years prior to 2019. However, to the extent allowed by law, the taxing authorities may have the right to examine prior periods where net operating losses and tax credits were generated and carried forward and make adjustments up to the amount of the carryforwards. The Company is not currently under examination by the Internal Revenue Service, foreign or state and local tax authorities. At December 31, 2023, the Company had federal, state, and foreign net operating loss carryforwards of $ 567.3 million, $ 448.3 million and $ 117.7 million, respectively. Federal and state net operating losses generated after December 31, 2017 of $ 437.4 million and $ 95.4 million, respectively, can be carried forward indefinitely. The remaining federal and state net operating losses begin expiring at various dates begin ning in 2024 through 2043 , while foreign net operating losses in France carryforward indefinitely. At December 31, 2023, the Company had federal and state research and development tax cre dit carryforwards of $ 5.4 million and $ 3.5 million, respectively. The federal research and development tax credits begin expiring in 2042 and the state research and development tax credits do not have an expiration date and may be carried forward indefinitely. At December 31, 2023, the Company also had interest expense carryovers of $ 67.2 million which can be carried forward indefinitely. Utilization of the net operating loss and tax credit carryforwards may become subject to annual limitations due to ownership change limitations that could occur in the future as provided by Section 382 and 383 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), as well as similar state provisions. These ownership changes may limit the amount of the net operating loss and tax credit carryforwards that can be utilized annually to offset future taxable income if the Company experiences a cumulative change in ownership of more than 50 % within a three-year testing period. The Company completed formal study through the year ended December 31, 2018 and determined ownership changes within the meaning of IRC Section 382 had occurred. The Company adjusted federal tax attribute carry forwards and deferred tax assets accordingly. The Company will make adjustments to the fully reserved attributes as further studies are completed. F- 42 Table of Contents 12. Related Party Transactions The Company purchases inventory from an affiliate of Squadron Capital, LLC (the “Squadron Supplier Affiliate”). David Pelizzon, President and Director of Squadron Capital, LLC, currently serves on the Company’s Board of Directors. For the years ended December 31, 2023, 2022 and 2021, the Company purchased inventory in the amounts of $ 19.6 million, $ 10.3 million and $ 7.7 million, respectively, from the Squadron Supplier Affiliate. As of December 31, 2023 and 2022, the Company had $ 5.4 million and $ 2.4 million, respectively, due to the Squadron Supplier Affiliate. 13. Business Segment and Geographic Information The Company operates in one segment based upon the Company’s organizational structure, the way in which the operations and investments are managed and evaluated by the chief operating decision maker (“CODM”) as well as the lack of available discrete financial information at a level lower than the consolidated level. The Company shares common, centralized support functions which report directly to the CODM and decision-making regarding the Company’s overall operating performance and allocation of Company resources is assessed on a consolidated basis . Net revenue and property and equipment, net, by geographic region are as follows (in thousands): Revenue Property and equipment, net Year Ended December 31, December 31, (in thousands) 2023 2022 2021 2023 2022 United States $ 445,351 $ 326,697 $ 223,911 $ 147,705 $ 99,050 International 36,911 24,170 19,301 2,130 2,902 Total $ 482,262 $ 350,867 $ 243,212 $ 149,835 $ 101,952 F- 43