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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

 

Date of Report (Date of earliest event reported): May 12, 2025

 

 

 

XTANT MEDICAL HOLDINGS, INC.

(Exact name of registrant as specified in its charter)

 

Delaware   001-34951   20-5313323

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

 

664 Cruiser Lane

Belgrade, Montana

 

 

59714

(Address of principal executive offices)   (Zip Code)

 

(406) 388-0480

(Registrant’s telephone number, including area code)

 

Not Applicable

(Former name or former address, if changed since last report.)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
   
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
   
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
   
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class   Trading Symbol(s)   Name of each exchange on which registered
Common stock, par value $0.000001 per share   XTNT   NYSE American LLC

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company ☐

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

 

 

Item 2.02 Results of Operations and Financial Condition.

 

On May 12, 2025, Xtant Medical Holdings, Inc. (the “Company”) announced its financial results for the three months ended March 31, 2025. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information in Item 2.02 of this report (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly provided by specific reference in such a filing.

 

To supplement its consolidated financial statements prepared in accordance with United States generally accepted accounting principles (“GAAP”), the Company uses certain non-GAAP financial measures, such as non-GAAP adjusted EBITDA, which are included in the press release furnished as Exhibit 99.1 to this report. The Company defines non-GAAP adjusted EBITDA as net income (loss) from operations before depreciation and amortization expense, interest expense, and tax benefit (expense), and as further adjusted to add back in or exclude, separation-related expenses, non-cash compensation, acquisition-related expenses, acquisition-related fair value adjustments, and unrealized foreign currency translation loss or gain, in each case as applicable.

 

The Company uses non-GAAP adjusted EBITDA in making operating decisions because it believes this measure provides meaningful supplemental information regarding its core operational performance. Additionally, this measure gives the Company a better understanding of how it should invest in sales and marketing and research and development activities and how it should allocate resources to both ongoing and prospective business initiatives. The Company also uses non-GAAP adjusted EBITDA to help make budgeting and spending decisions, for example, among sales and marketing expenses, general and administrative expenses, and research and development expenses. Additionally, the Company believes its use of non-GAAP adjusted EBITDA facilitates management’s internal comparisons to historical operating results by factoring out potential differences caused by charges not related to its regular, ongoing business, including, without limitation, non-cash charges and certain large and unpredictable charges.

 

As described above, the Company excludes the effect of the following items from its non-GAAP adjusted EBITDA for the following reasons:

 

Separation-related expenses. The Company excludes separation-related expenses primarily because such expenses are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period over-period comparability.

 

Non-cash compensation. The Company excludes non-cash compensation, which is a non-cash charge related to equity awards granted by the Company. Although non-cash compensation is a recurring charge to the Company’s operations, management has excluded it because it relies on valuations based on future events, such as the market price of the Company’s common stock, that are difficult to predict and are affected by market factors that are largely not within the control of the Company. Thus, management believes that excluding non-cash compensation facilitates comparisons of the Company’s operational performance in different periods, as well as with similarly determined non-GAAP financial measures of comparable companies.

 

 

 

Acquisition-related expenses. The Company excludes expenses directly related to the Company’s acquisitions and integration into the Company from non-GAAP adjusted EBITDA primarily because such expenses are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. These expenses include legal and accounting fees and transition related services and are not considered normal, recurring, cash operating expenses necessary to operate the Company’s business. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

 

Acquisition-related fair value adjustments. The Company excludes acquisition-related fair value adjustments from non-GAAP adjusted EBITDA primarily because such adjustments are not reflective of the Company’s ongoing operating results and are not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

 

Unrealized foreign currency translation gain or loss. The Company excludes unrealized foreign currency translation gain or loss, as applicable, from non-GAAP adjusted EBITDA primarily because such gain or loss is not reflective of the Company’s ongoing operating results and is not used by management to assess the core profitability of the Company’s business operations. The Company further believes that excluding this item from its non-GAAP results is useful to investors in that it allows for period-over-period comparability.

 

Non-GAAP adjusted EBITDA is reconciled to net income (loss), the most directly comparable GAAP measure in the press release.

 

Non-GAAP financial measures are not in accordance with, or an alternative for, GAAP measures and may be different from non-GAAP financial measures used by other companies. In addition, non-GAAP financial measures are not based on any comprehensive or standard set of accounting rules or principles. Accordingly, the calculation of the Company’s non-GAAP financial measures may differ from the definitions of other companies using the same or similar names, limiting, to some extent, the usefulness of such measures for comparison purposes. Non-GAAP financial measures have limitations in that they do not reflect all of the amounts associated with the Company’s financial results as determined in accordance with GAAP. Non-GAAP financial measures should only be used to evaluate the Company’s financial results in conjunction with the corresponding GAAP measures. Accordingly, the Company qualifies its use of non-GAAP financial information in a statement when non-GAAP financial information is presented.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
99.1  

Press Release of Xtant Medical Holdings, Inc. dated May 12, 2025 entitled “Xtant Medical Reports First Quarter 2025 Financial Results” (furnished herewith)

     
104  

Cover Page Interactive Data File (embedded within the Inline XBRL document)

 

 

 

SIGNATURE

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

  XTANT MEDICAL HOLDINGS, INC.
     
  By: /s/ Scott Neils
    Scott Neils
    Chief Financial Officer

 

Date: May 12, 2025

 

 

 

 

 

 

EX-99.1 2 ex99-1.htm EX-99.1

 

Exhibit 99.1

 

Xtant Medical Reports First Quarter 2025 Financial Results

 

Revenue Increases 18% Year-over-Year

 

Delivers Positive Net Income and $1.3 Million in Operating Cash Flow

 

Increases 2025 Revenue Guidance to $127 Million to $131 Million

 

BELGRADE, Mont., May 12, 2025 — Xtant Medical Holdings, Inc. (NYSE American: XTNT), a global medical technology company focused on surgical solutions for the treatment of spinal, orthopedic, and wound care disorders, today reported financial and operating results for the first quarter ended March 31, 2025.

 

First Quarter 2025 Financial Highlights

 

Revenue of $32.9 million, up 18%, compared to the prior year quarter

 

Gross margin of 61.5% compared to 62.1% for the prior year quarter

 

Net income of $58,000 compared to a net loss of $4.4 million in the prior year quarter

 

Adjusted EBITDA of $3.0 million compared to an adjusted EBITDA loss of $1.0 million in the prior year quarter

 

Cash from operations of $1.3 million compared to cash used in operations of $5.8 million in the prior year quarter

 

Recent Business Highlights

 

Launched Trivium™, a premium, next-generation demineralized bone matrix (DBM) allograft designed to elevate the standard of care in bone grafting procedures

 

Announced completion of a secondary private sale of existing shares by OrbiMed Advisors LLC (“OrbiMed”) to several existing and new stockholders, led by Nantahala Capital Management LLC (“Nantahala”)

 

Terminated investor rights agreement with OrbiMed providing for greater flexibility of corporate governance

 

Elevated Mark Schallenberger to the role of Chief Operating Officer

 

Sean Browne, President and CEO of Xtant Medical, stated, “Our strong first quarter results reflect continued execution of our strategic initiatives. We grew revenue 18% year-over-year, driven by our growth in biologics and revenue under a recently signed license agreement, and achieved positive net income, clear indicators of our momentum. Furthermore, we delivered positive cash from operations of $1.3 million supporting our expected growth without the need for additional external capital.”

 

 

 

Browne continued, “Subsequent to the end of the quarter, we successfully launched Trivium™, a next-generation DBM allograft that exemplifies our commitment to advancing the standard of care in orthobiologics. Early feedback from surgeons and distribution partners has been highly encouraging, with initial demand reflecting strong interest in the product’s handling characteristics and clinical potential. We believe Trivium™ will play a key role in driving future growth as we continue to expand our higher-margin orthobiologics portfolio.”

 

First Quarter 2025 Financial Results

 

Revenue grew 18% to $32.9 million, compared to $27.9 million for the same quarter in 2024. The increase is due primarily to additional orthobiologics sales and licensing revenue.

 

Gross margin for the first quarter of 2025 was 61.5%, compared to 62.1% for the same period in 2024. The decrease is primarily attributable to charges for excess and obsolete inventory and inventory disposal, which were partially offset by lower product costs and greater scale.

 

Operating expenses for the first quarter of 2025 totaled $19.2 million, compared to $20.8 million for the first quarter of 2024. The reduction in operating expenses is primarily attributable to reduced compensation and commission expenses, which were partially offset by an increase in professional fees related to sales and marketing.

 

Net income totaled $58,000, or $0.00 per share, compared to a net loss of $4.4 million, or $(0.03) per share, in the first quarter of 2024.

 

Non-GAAP adjusted EBITDA for the first quarter of 2025 totaled $3.0 million, compared to an adjusted EBITDA loss of $1.0 million for the same period in 2024. Beginning in the fourth quarter of 2024, phasing of the bargain purchase gain on sell through of inventory acquired as part of the purchase of Surgalign Holdings’ hardware and biologics business is no longer included in acquisition-related fair value adjustments in the non-GAAP adjusted EBITDA calculation and prior period calculations as presented herein have been recast to conform to the current presentation and calculation.

 

The Company defines adjusted EBITDA as net income/loss from operations before depreciation, amortization and interest expense and provision for income tax/benefit, and as further adjusted to add back in or exclude, as applicable, separation related expenses, legal settlements, non-cash compensation, acquisition-related expense, acquisition-related fair value adjustments and unrealized foreign currency translation gain or loss. A calculation and reconciliation of adjusted EBITDA to net income (loss) can be found in the attached financial tables.

 

As of March 31, 2025, the Company had $5.4 million of cash and cash equivalents compared to $6.2 million as of December 31, 2024.

 

2025 Financial Guidance

 

Xtant Medical increased revenue guidance for the full year 2025 to $127 million to $131 million, representing growth of 8% to 12%, up from up prior guidance of $126 million to $130 million.

 

 

 

Conference Call

 

Xtant Medical will host a webcast and conference call to discuss first quarter 2025 financial results at 4:30 pm ET on Monday, May 12, 2025.

 

To access the webcast, visit the following webcast link: https://www.webcaster4.com/Webcast/Page/3039/52428

 

To access the conference call, dial 888-506-0062 within the U.S. or 973-528-0011 outside the U.S. Passcode: 828748 Conference Call Name: Xtant Medical Q1 2025 Financial Results.

 

A replay of the call will be available on the Investor section of the Company’s website at www.xtantmedical.com.

 

About Xtant Medical Holdings, Inc.

 

Xtant Medical’s mission of honoring the gift of donation so that patients can live as full and complete a life as possible, is the driving force behind the company. Xtant Medical Holdings, Inc. (www.xtantmedical.com) is a global medical technology company focused on the design, development, and commercialization of a comprehensive portfolio of orthobiologics and spinal implant systems to facilitate spinal fusion in complex spine, deformity and degenerative procedures. Xtant people are dedicated and talented, operating with the highest integrity to serve our customers.

 

The symbols ™ and ® denote trademarks and registered trademarks of Xtant Medical Holdings, Inc. or its affiliates, registered as indicated in the United States, and in other countries. All other trademarks and trade names referred to in this release are the property of their respective owners.

 

Non-GAAP Financial Measures

 

To supplement the Company’s consolidated financial statements prepared in accordance with U.S. generally accepted accounting principles (GAAP), the Company uses certain non-GAAP financial measures in this release, including adjusted EBITDA. Reconciliations of the non-GAAP financial measures used in this release to the most comparable GAAP measures for the respective periods can be found in tables later in this release. The Company’s management believes that the presentation of these measures provides useful information to investors. These measures may assist investors in evaluating the Company’s operations, period over period. Management uses the non-GAAP measures in this release internally for evaluation of the performance of the business, including the allocation of resources. Investors should consider non-GAAP financial measures only as a supplement to, not as a substitute for or as superior to, measures of financial performance prepared in accordance with GAAP.

 

 

 

Cautionary Statement Regarding Forward-Looking Statements

 

This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Forward-looking statements include statements that are predictive in nature, that depend upon or refer to future events or conditions, or that include words such as “intends,” ‘‘expects,’’ ‘‘anticipates,’’ ‘‘plans,’’ ‘‘believes,’’ ‘‘estimates,’’ “continue,” “future,” ‘‘will,’’ “potential,” “guidance,” similar expressions or the negative thereof, and the use of future dates. Forward-looking statements in this release include the Company’s full year 2025 revenue guidance, its expected growth without the need for additional external capital. and the statement that it believes Trivium™ will play a key role in driving future growth as the Company continues to expand its higher-margin orthobiologics portfolio. The Company cautions that its forward-looking statements by their nature involve risks and uncertainties, and actual results may differ materially depending on a variety of important factors, including, among others: the Company’s future operating results and financial performance; its ability to increase or maintain revenue; the Company’s ability to become operationally self-sustaining and less reliant on third-party manufacturers and suppliers; risks associated with its acquisitions and the integration of those businesses; anticipated continued shortages of stem cells which may adversely affect future revenues; its ability to implement successfully future growth initiatives and risks associated therewith; possible future impairment charges to long-lived assets and goodwill and write-downs of excess inventory; the ability to remain competitive; the ability to innovate, develop and introduce new products and the success of those products; the ability to engage and retain new and existing independent distributors and agents and qualified personnel and the Company’s dependence on key independent agents for a significant portion of its revenue; the effect of labor and hospital staffing shortages on the Company’s business, operating results and financial condition, especially when they affect key markets; the effect of tariffs, inflation, increased interest rates, and other recessionary factors and supply chain disruptions; the effect of product sales mix changes on the Company’s financial results; government and third-party coverage and reimbursement for Company products; the ability to obtain and maintain regulatory approvals and comply with government regulations; the effect of product recalls, defects and liability claims and other litigation to which the Company may be subject; the ability to license certain of the Company’s intellectual property on commercially reasonable terms and to maintain any such licenses; the ability to obtain and protect Company intellectual property and proprietary rights and operate without infringing the rights of others; risks associated with the Company’s clinical trials; international risks; the ability to service Company debt, comply with its debt covenants and access additional indebtedness; the ability to maintain sufficient liquidity to fund its operations and obtain financing on favorable terms or at all; and other factors. Additional risk factors are contained in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024 filed with the Securities and Exchange Commission (SEC) on March 6, 2025. Investors are encouraged to read the Company’s filings with the SEC, available at www.sec.gov, for a discussion of these and other risks and uncertainties. The Company undertakes no obligation to release publicly any revisions to any forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events, except as required by law. All forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this cautionary statement.

 

Investor Relations Contact:

 

Brett Maas

Managing Partner, Hayden IR

brett@haydenir.com

(646) 536-7331

 

— Tables Follow –

 

 

 

XTANT MEDICAL HOLDINGS, INC.

Condensed Consolidated Balance Sheets

(In thousands, except number of shares and par value)

 

   

As of

March 31, 2025

   

As of

December 31, 2024

 
             
ASSETS                
Current Assets:                
Cash and cash-equivalents   $ 5,032     $ 6,199  
Restricted cash     403       22  
Trade accounts receivable, net of allowance for credit losses of $1,705 and $1,437, respectively     23,476       20,660  
Inventories     38,812       38,634  
Prepaid and other current assets     1,421       1,601  
Total current assets     69,144       67,116  
                 
Property and equipment, net     10,726       10,131  
Right of use asset, net     736       829  
Goodwill     7,302       7,302  
Intangible assets, net     7,924       8,356  
Other assets     1       103  
Total Assets   $ 95,833     $ 93,837  
                 
LIABILITIES & STOCKHOLDERS’ EQUITY                
Current Liabilities:                
Accounts payable   $ 7,121     $ 7,918  
Accrued liabilities     10,492       7,771  
Current portion of lease liability     646       703  
Current portion of finance lease obiligations     61       69  
Line of credit     11,261       12,120  
Total current liabilities     29,581       28,581  
Long-term Liabilities:                
Lease liability, net     121       166  
Financing lease obligations, net     39       47  
Long-term debt, plus premium and less issuance costs     22,167       22,038  
Deferred tax liability     48       42  
Total Liabilities     51,956       50,874  
                 
Stockholders’ Equity                
Preferred stock, $0.000001 par value; 10,000,000 shares authorized; no shares issued and outstanding     -       -  
Common stock, $0.000001 par value; 300,000,000 shares authorized; 139,082,174 shares issued and outstanding as of March 31, 2025 and 139,045,664 shares issued and outstanding as of December 31, 2024     -       -  
Additional paid-in capital     303,487       302,738  
Accumulated other comprehensive income     (209 )     (316 )
Accumulated deficit     (259,401 )     (259,459 )
Total Stockholders’ Equity     43,877       42,963  
Total Liabilities & Stockholders’ Equity   $ 95,833     $ 93,837  

 

 

 

XTANT MEDICAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except number of shares and per share amounts)

 

    Three Months Ended March 31,  
    2025     2024  
Revenue                
Product revenue   $ 29,284     $ 27,873  
License revenue     3,620       -  
Total Revenue     32,904       27,873  
                 
Cost of Sales     12,661       10,571  
Gross Profit     20,243       17,302  
                 
Gross Profit %     61.5 %     62.1 %
                 
Operating Expenses                
General and administrative     7,533       7,785  
Sales and marketing     11,204       12,460  
Research and development     443       527  
Total Operating Expenses     19,180       20,772  
                 
Loss from Operations     1,063       (3,470 )
                 
Other (Expense) Income                
Interest expense     (1,045 )     (835 )
Unrealized foreign currency translation gain     24       (39 )
Other (Expense) Income     (9 )     12  
Total Other (Expense) Income     (1,030 )     (862 )
Net Income (Loss) from Operations Before Provision for Income Taxes     33       (4,332 )
                 
Benefit (Provision) for Income Taxes                
Current and Deferred     25       (68 )
Net Income (Loss)   $ 58     $ (4,400 )
                 
Net Income (Loss) Per Share:                
Basic   $ 0.00     $ (0.03 )
Dilutive   $ 0.00     $ (0.03 )
                 
Shares used in the computation:                
Basic     139,068,831       130,201,251  
Dilutive     143,335,114       130,201,251  

 

 

 

XTANT MEDICAL HOLDINGS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

 

    Three Months Ended March 31,  
    2025     2024  
Operating activities:                
Net income (loss)   $ 58     $ (4,400 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:                
Depreciation and amortization     1,074       1,005  
Gain on sale of fixed assets     (37 )     (82 )
Non-cash interest     163       95  
Stock-based compensation     758       910  
Provision for reserve on accounts receivable     243       88  
Provision for excess and obsolete inventory     541       259  
Other     (3 )     3  
                 
Changes in operating assets and liabilities:                
Trade accounts receivable     (3,114 )     (879 )
Inventories     (535 )     (2,195 )
Prepaid and other assets     280       (376 )
Accounts payable     (890 )     492  
Accrued liabilities     2,740       (675 )
Net cash provided by (used in) operating activities     1,278       (5,755 )
                 
Investing activities:                
Purchases of property and equipment     (1,191 )     (773 )
Proceeds from sale of fixed assets     48       99  
Net cash used in investing activities     (1,143 )     (674 )
                 
Financing activities:                
Payments on financing leases     (17 )     (16 )
Borrowings on line of credit     25,158       30,445  
Repayments on line of credit     (26,017 )     (24,797 )
Debt issuance costs     (34 )     (436 )
Payment of taxes from withholding of common stock on settlement of restricted stock units     (9 )     (17 )
Net cash (used in) provided by financing activities     (919 )     5,179  
                 
Effect of exchange rate changes on cash and cash equivalents and restricted cash     (2 )     (49 )
                 
Net change in cash and cash equivalents and restricted cash     (786 )     (1,299 )
Cash and cash equivalents and restricted cash at beginning of year     6,221       5,923  
Cash and cash equivalents and restricted cash at end of year   $ 5,435     $ 4,624  
                 
Reconciliation of cash and cash equivalents and restricted cash reported in the consolidated balance sheets                
Cash and cash equivalents     5,032       4,547  
Restricted cash     403       77  
Total cash and restricted cash reported in the consolidated balance sheets   $ 5,435     $ 4,624  

 

 

 

XTANT MEDICAL HOLDINGS, INC.

CALCULATION OF NON-GAAP CONSOLIDATED EBITDA AND ADJUSTED EBITDA

(In thousands)

 

    Three Months Ended March 31,  
    2025     2024  
             
Net Income (Loss)   $ 58     $ (4,400 )
                 
Depreciation and amortization     1,074       1,005  
Interest expense     1,045       835  
Tax (benefit) expense     (25 )     68  
Non-GAAP EBITDA     2,152       (2,492 )
                 
Non-GAAP EBITDA/Total revenue     6.5 %     -8.9 %
                 
NON-GAAP ADJUSTED EBITDA CALCULATION                
Separation related expenses     40       -  
Non-cash compensation     758       910  
Acquisition-related expense     -       338  
Acquisition-related fair value adjustments (1)     111       255  
Unrealized foreign currency translation (gain) loss     (24 )     39  
Non-GAAP Adjusted EBITDA   $ 3,037     $ (950 )
                 
Non-GAAP Adjusted EBITDA/Total revenue     10.4 %     -3.4 %

 

(1) Beginning in the fourth quarter of 2024, phasing of the bargain purchase gain on sell through of inventory acquired as part of the purchase of Surgalign Holdings’ hardware and biologics business is no longer included in acquisition-related fair value adjustments in the non-GAAP adjusted EBITDA calculation and prior period calculations as presented herein have been recast to conform to the current presentation and calculation. The related effect on adjusted EBITDA was a reduction of $1.0 million for the first quarter of 2024 to arrive at recast amounts.