(NASDAQ:SMTI),
Net Revenue Increased 28% Year-Over-Year in Q2; Increased 27% Year-Over-Year in First Six Months of 2025
Announces Process to Evaluate Strategic Alternatives for its Tissue Health Plus, LLC Subsidiary
FORT WORTH, TX, Aug. 13, 2025 (GLOBE NEWSWIRE) — Sanara MedTech Inc. (“Sanara,” the “Company,” “we,” “our” or “us”) (Nasdaq: SMTI), a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical, chronic wound and skin markets, today reported its financial results for the second quarter ended June 30, 2025.
Second Quarter 2025 Financial Summary
| â— | Net revenue increased 28% to $25.8 million, compared to $20.2 million in the second quarter of 2024. | |
| â— | Net loss of $2.0 million, compared to a net loss of $3.5 million in the second quarter of 2024. | |
| â— | Adjusted EBITDA(1) of $2.7 million, compared to $0.6 million in the second quarter of 2024. |
First Six Months of 2025 Financial Summary
| â— | Net revenue increased 27% year-over-year to $49.3 million, compared to $38.7 million in the first six months of 2024. | ||
| â— | Net loss of $5.5 million, compared to a net loss of $5.3 million in the first six months of 2024. | ||
| â—‹ | Sanara Surgical segment net loss of $0.1 million, compared to a net loss of $2.7 million in the first six months of 2024. | ||
| â—‹ | Tissue Health Plus (“THP”) segment net loss of $5.4 million, compared to a net loss of $2.6 million in the first six months of 2024. | ||
| â— | Adjusted EBITDA(1) of $3.3 million, compared to $0.9 million in the first six months of 2024. | ||
| â—‹ | Sanara Surgical segment generated Segment Adjusted EBITDA(1) of $7.4 million, compared to $2.5 million in the first six months of 2024. | ||
| â—‹ | THP segment generated Segment Adjusted EBITDA(1) of $(4.1) million, compared to $(1.6) million in the first six months of 2024. | ||
(1) Adjusted EBITDA and Segment Adjusted EBITDA are non-GAAP financial measures. See the discussion and the reconciliations at the end of this release for additional information.
Management Comments
“We are pleased to deliver impressive net revenue performance in our Sanara Surgical segment, with 28% growth year-over-year in the second quarter of 2025, fueled by sales of CellerateRX(R) Surgical, BIASURGE(R), and our portfolio of bone fusion products,” stated Ron Nixon, Sanara's Executive Chairman and CEO. “This performance was made possible by the Sanara Surgical team's focused execution on our commercial strategy: to continue expanding our network of distributor partners, adding new healthcare facilities to our customer base, and penetrating the existing facilities we serve.”
Mr. Nixon continued: “In addition to our sales performance, we enhanced our gross margins and realized significant operating expense leverage in our Sanara Surgical segment, generating $0.5 million of net income and $4.7 million of Segment Adjusted EBITDA(1) in the second quarter of 2025, with strong improvements year-over-year. For the first six months of 2025, our Sanara Surgical segment generated a net loss of $0.1 million and $7.4 million of Segment Adjusted EBITDA(1). In the second half of 2025, we look forward to continuing our track record of strong sales performance in the Sanara Surgical segment, as we aim to capitalize on the large, untapped growth opportunities for our key products, and continue to execute on our goal to facilitate improved clinical outcomes for clinicians and their patients.”
Mr. Nixon concluded: “In our THP segment, we launched our pilot program with a wound care provider group in late June 2025 and began the first patient encounters under this program. We are pleased with the performance of our THP technology platform during the initial months of this program, while being increasingly mindful of the cash used to support our THP-related initiatives. With this in mind, we have initiated a formal process to evaluate strategic alternatives for our subsidiary Tissue Health Plus, LLC, with the goal of maximizing shareholder value, and have engaged a strategic advisor to assist in this process. We expect to continue our investment in the THP strategy and project our cash investment during the second half of 2025 to be between $5.5 and $6.5 million. In parallel, we are exploring a full range of strategic alternatives for THP, with a focus on identifying and pursuing the best path forward to maximize value for our company and its shareholders.”
(1) Segment Adjusted EBITDA is a non-GAAP financial measure. See the discussion and the reconciliations at the end of this release for additional information.
Second Quarter and Year-to-Date 2025 Revenue
The following table summarizes revenue streams from product sales, software as a service (“SaaS”), and royalties for the three and six months ended June 30, 2025 and 2024:
| Three Months Ended June 30, |
Six Months Ended June 30, |
||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Soft tissue repair products | $ | 22,661,457 | $ | 17,641,318 | $ | 43,193,897 | $ | 33,723,610 | |||||||
| Bone fusion products | 3,142,795 | 2,516,599 | 6,044,451 | 4,970,945 | |||||||||||
| SaaS | 26,582 | – | 26,582 | – | |||||||||||
| Royalties | – | 906 | – | 906 | |||||||||||
| Total Net Revenue | $ | 25,830,834 | $ | 20,158,823 | $ | 49,264,930 | $ | 38,695,461 | |||||||
Second Quarter 2025 Financial Results
Net revenue for the second quarter of 2025 was $25.8 million, compared to $20.2 million for the second quarter of 2024, an increase of $5.7 million, or 28%, year-over-year. The increase in net revenue was primarily driven by an increase of $5.0 million, or 28%, in sales of soft tissue repair products and an increase of $0.6 million, or 25%, in sales of bone fusion products. The increase in sales of soft tissue repair products was driven primarily by increased demand for CellerateRX(R) Surgical Activated Collagen(R) (“CellerateRX Surgical”) and, to a lesser extent, BIASURGE(R) Advanced Surgical Solution (“BIASURGE”) as a result of the Company's increased penetration of medical facilities that represent existing accounts, expansion into additional medical facilities, and development of its independent distribution network in both new and existing U.S. markets.
Gross profit for the second quarter of 2025 was $23.9 million, compared to $18.2 million for the second quarter of 2024, an increase of $5.7 million, or 32%, year-over-year. The increase in gross profit was primarily driven by increased sales of soft tissue repair products. Gross margin was 93% of net revenue for the second quarter of 2025, compared to 90% of net revenue for the second quarter of 2024. The higher gross margin realized in the second quarter of 2025 was due to increased sales of soft tissue repair products and lower manufacturing costs related to CellerateRX Surgical.
Operating expenses for the second quarter of 2025 were $23.9 million, compared to $21.0 million for the second quarter of 2024, an increase of $2.9 million, or 14%, year-over-year. The increase in operating expenses was primarily driven by an increase of $2.6 million, or 14%, in selling, general and administrative (“SG&A”) and an increase of $0.3 million, or 28%, in research and development, due in part to the development of enhancements to the Sanara Surgical product portfolio. The increase in SG&A was primarily driven by a $1.5 million increase in direct sales and marketing expenses offset by $0.2 million of lower costs in the Sanara Surgical segment, and $1.3 million of additional SG&A in the THP segment.
Operating loss for the second quarter of 2025 was $31 thousand, compared to operating loss of $2.9 million for the second quarter of 2024.
Other expense for the second quarter of 2025 was $2.0 million, compared to $0.6 million for the second quarter of 2024. Other expense for the second quarter of 2025 primarily included higher interest expense and fees related to our term loan agreement with CRG Servicing LLC (as amended, the “CRG Term Loan Agreement”).
Net loss for the second quarter of 2025 was $2.0 million, compared to a net loss of $3.5 million for the second quarter of 2024. The Company's Sanara Surgical segment generated a net income of $0.5 million for the second quarter of 2025, compared to a net loss of $2.2 million for the second quarter of 2024. The Company's THP segment generated a net loss of $2.5 million for the second quarter of 2025, compared to a net loss of $1.3 million for the second quarter of 2024.
Adjusted EBITDA(1) for the second quarter of 2025 was $2.7 million, compared to $0.6 million for the second quarter of 2024. The Company's Sanara Surgical segment generated Segment Adjusted EBITDA(1) of $4.7 million for the second quarter of 2025, compared to $1.4 million for the second quarter of 2024. The Company's THP segment generated Segment Adjusted EBITDA(1) of $(2.1) million for the second quarter of 2025, compared to $(0.8) million for the second quarter of 2024.
Cash flow from operating activities in the second quarter of 2025 was $2.7 million, compared to $1.4 million of cash used in operating activities in the second quarter of 2024.
As of June 30, 2025, the Company had $17.0 million of cash and $44.2 million of long-term debt, compared to $15.9 million and $30.7 million, respectively, as of December 31, 2024. As of June 30, 2025, the Company had $12.25 million of available borrowing capacity, which must be borrowed prior to December 31, 2025, if at all.
First Six Months of 2025 Financial Results
Net revenue for the first six months of 2025 was $49.3 million, compared to $38.7 million for the first six months of 2024, an increase of $10.6 million, or 27%, year-over-year. The increase in net revenue was primarily driven by an increase of $9.5 million, or 28%, in sales of soft tissue repair products and an increase of $1.1 million, or 22%, in sales of bone fusion products.
Net loss for the first six months of 2025 was $5.5 million compared to a net loss of $5.3 million for the first six months of 2024. The Company's Sanara Surgical segment generated a net loss of $0.1 million for the first six months of 2025, compared to a net loss of $2.7 million for the first six months of 2024. The Company's THP segment generated a net loss of $5.4 million for the first six months of 2025, compared to a net loss of $2.6 million for the first six months of 2024.
Adjusted EBITDA(1) for the first six months of 2025 was $3.3 million, compared to $0.9 million for the first six months of 2024. The Company's Sanara Surgical segment generated Segment Adjusted EBITDA(1) of $7.4 million for the first six months of 2025, compared to $2.5 million for the first six months of 2024. The Company's THP segment generated Segment Adjusted EBITDA(1) of $(4.1) million for the first six months of 2025, compared to $(1.6) million for the first six months of 2024.
Cash flow from operating activities in the first six months of 2025 was $0.7 million, compared to $3.0 million of cash used in operating activities in the first six months of 2024.
(1) Adjusted EBITDA and Segment Adjusted EBITDA are non-GAAP financial measures. See the discussion and the reconciliations at the end of this release for additional information.
Conference Call
Sanara will host a conference call on Wednesday, August 13, 2025, at 8:00 a.m. Eastern Time to discuss the results for the quarter ended June 30, 2025, and hold a question and answer session at the end of the call. The toll-free number to call for this teleconference is 888-506-0062 (international callers: 973-528-0011) and the access code is 132343. A telephonic replay of the conference call will be available through Wednesday, August 27, 2025, by dialing 877-481-4010 (international callers: 919-882-2331) and entering the replay passcode: 52721.
A live webcast of Sanara's conference call will be available under the “Events” section of the Company's Investor Relations website, www.SanaraMedTech.com/investor-relations/. An online replay will be available for approximately one year following the conclusion of the live broadcast.
About Sanara MedTech Inc.
Sanara MedTech Inc. is a medical technology company focused on developing and commercializing transformative technologies to improve clinical outcomes and reduce healthcare expenditures in the surgical, chronic wound and skin markets. The Company markets, distributes and develops surgical, wound and skin products for use by physicians and clinicians in hospitals, clinics and all post-acute care. Sanara's products are primarily sold in the North American advanced wound care and surgical tissue repair markets. Sanara markets and distributes CellerateRX(R) Surgical Activated Collagen(R), FORTIFY TRG(R) Tissue Repair Graft and FORTIFY FLOWABLE(R) Extracellular Matrix as well as a portfolio of advanced biologic products focusing on ACTIGEN(TM) Verified Inductive Bone Matrix, ALLOCYTE(R) Plus Advanced Viable Bone Matrix, BiFORM(R) Bioactive Moldable Matrix, TEXAGEN(R) Amniotic Membrane Allograft, and BIASURGE(R) Advanced Surgical Solution to the surgical market. In addition, the following products are sold in the wound care market: BIAKÅŒS(R) Antimicrobial Skin and Wound Cleanser, BIAKÅŒS(R) Antimicrobial Wound Gel, and BIAKÅŒS(R) Antimicrobial Skin and Wound Irrigation Solution. Sanara's pipeline also contains potentially transformative product candidates for mitigation of opportunistic pathogens and biofilm, wound re-epithelialization and closure, necrotic tissue debridement and cell compatible substrates. The Company believes it has the ability to drive its pipeline from concept to preclinical and clinical development while meeting quality and regulatory requirements. Sanara is constantly seeking long-term strategic partnerships with a focus on products that improve outcomes at a lower overall cost. For more information, please visit www.SanaraMedTech.com.
Information about Forward-Looking Statements
The statements in this press release that do not constitute historical facts are “forward-looking statements,” within the meaning of and subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. These statements may be identified by terms such as “aims,” “anticipates,” “believes,” contemplates,” “continue,” “could,” “estimates,” “expect,” “forecast,” “guidance,” “intends,” “may,” “plans,” “possible,” “potential,” “predicts,” “preliminary,” “projects,” “seeks,” “should,” “targets,” “will” or “would,” or the negatives of these terms, variations of these terms or other similar expressions. These forward-looking statements include, among others, statements regarding the performance of the Company's Tissue Health Plus platform during and following the commercial launch of the pilot program, the Company's ability to evaluate strategic alternatives for THP and maximize shareholder value therefrom, the Company's business strategy and mission, the development of new products, the timing of commercialization of the Company's products, the regulatory approval process and expansion of the Company's business into value-based skin, wound care and other services. These items involve risks, contingencies and uncertainties such as uncertainties associated with the development and process for obtaining regulatory approval for new products, the Company's ability to build out its executive team, the Company's ability to identify and effectively utilize the net proceeds of the CRG Term Loan Agreement to support the Company's growth initiatives, the extent of product demand, market and customer acceptance, the effect of economic conditions, competition, pricing, uncertainties associated with the development and process for obtaining regulatory approval for new products, the ability to consummate and integrate acquisitions, and other risks, contingencies and uncertainties detailed in the Company's SEC filings, which could cause the Company's actual operating results, performance or business plans or prospects to differ materially from those expressed in, or implied by these statements.
All forward-looking statements speak only as of the date on which they are made, and the Company undertakes no obligation to revise any of these statements to reflect future circumstances or the occurrence of unanticipated events, except as required by applicable securities laws.
Investor Relations Contact:
Jack Powell or Mike Piccinino, CFA
ICR Healthcare
IR@sanaramedtech.com
SANARA MEDTECH INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
| (Unaudited) | ||||||||
| June 30, 2025 |
December 31, 2024 |
|||||||
| Assets | ||||||||
| Current assets | ||||||||
| Cash | $ | 16,958,744 | $ | 15,878,295 | ||||
| Accounts receivable, net | 11,989,698 | 12,408,819 | ||||||
| Accounts receivable – related parties | 9,081 | 40,566 | ||||||
| Inventory, net | 3,511,850 | 2,753,032 | ||||||
| Convertible loan receivable | – | 1,101,478 | ||||||
| Prepaid and other assets | 1,200,083 | 1,123,798 | ||||||
| Total current assets | 33,669,456 | 33,305,988 | ||||||
| Long-term assets | ||||||||
| Intangible assets, net | 40,992,568 | 41,006,776 | ||||||
| Goodwill | 3,601,781 | 3,601,781 | ||||||
| Investment in equity securities | 10,515,812 | 8,297,223 | ||||||
| Right of use assets – operating leases | 1,088,149 | 1,447,907 | ||||||
| Property and equipment, net | 8,899,879 | 432,317 | ||||||
| Total long-term assets | 65,098,189 | 54,786,004 | ||||||
| Total assets | $ | 98,767,645 | $ | 88,091,992 | ||||
| Liabilities and shareholders' equity | ||||||||
| Current liabilities | ||||||||
| Accounts payable | $ | 1,457,301 | $ | 1,499,764 | ||||
| Accounts payable – related parties | 32,355 | 30,913 | ||||||
| Accrued bonuses and commissions | 10,199,451 | 10,778,840 | ||||||
| Accrued royalties and expenses | 2,964,143 | 2,621,867 | ||||||
| Earnout liabilities – current | 39,659 | – | ||||||
| Operating lease liabilities – current | 182,935 | 358,687 | ||||||
| Total current liabilities | 14,875,844 | 15,290,071 | ||||||
| Long-term liabilities | ||||||||
| Long-term debt | 44,216,662 | 30,689,290 | ||||||
| Earnout liabilities – long-term | 2,110,945 | 748,001 | ||||||
| Operating lease liabilities – long-term | 1,051,290 | 1,237,051 | ||||||
| Other long-term liabilities | 1,120,958 | 1,215,617 | ||||||
| Total long-term liabilities | 48,499,855 | 33,889,959 | ||||||
| Total liabilities | 63,375,699 | 49,180,030 | ||||||
| Commitments and contingencies | ||||||||
| Shareholders' equity | ||||||||
| Common Stock: $0.001 par value, 20,000,000 shares authorized; 8,903,662 issued and outstanding as of June 30, 2025 and 8,753,773 issued and outstanding as of December 31, 2024 | 8,904 | 8,754 | ||||||
| Additional paid-in capital | 78,678,081 | 77,179,211 | ||||||
| Accumulated deficit | (43,287,572 | ) | (37,784,392 | ) | ||||
| Total Sanara MedTech shareholders' equity | 35,399,413 | 39,403,573 | ||||||
| Equity attributable to noncontrolling interest | (7,467 | ) | (491,611 | ) | ||||
| Total shareholders' equity | 35,391,946 | 38,911,962 | ||||||
| Total liabilities and shareholders' equity | $ | 98,767,645 | $ | 88,091,992 | ||||
SANARA MEDTECH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)
| Three Months Ended June 30, |
Six Months Ended June 30, |
|||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||
| Net Revenue | $ | 25,830,834 | $ | 20,158,823 | $ | 49,264,930 | $ | 38,695,461 | ||||||||
| Cost of goods sold | 1,937,282 | 2,008,686 | 3,772,249 | 3,898,732 | ||||||||||||
| Gross profit | 23,893,552 | 18,150,137 | 45,492,681 | 34,796,729 | ||||||||||||
| Operating expenses | ||||||||||||||||
| Selling, general and administrative | 21,553,194 | 18,957,608 | 42,993,804 | 35,149,867 | ||||||||||||
| Research and development | 1,257,475 | 985,651 | 2,371,613 | 1,931,949 | ||||||||||||
| Depreciation and amortization | 1,114,231 | 1,105,507 | 2,238,641 | 2,210,927 | ||||||||||||
| Change in fair value of earnout liabilities | – | (13,773 | ) | – | (79,451 | ) | ||||||||||
| Total operating expenses | 23,924,900 | 21,034,993 | 47,604,058 | 39,213,292 | ||||||||||||
| Operating loss | (31,348 | ) | (2,884,856 | ) | (2,111,377 | ) | (4,416,563 | ) | ||||||||
| Other income (expense) | ||||||||||||||||
| Interest expense | (1,791,568 | ) | (644,346 | ) | (3,108,660 | ) | (911,682 | ) | ||||||||
| Share of losses from equity method investments | (195,482 | ) | – | (339,090 | ) | – | ||||||||||
| Interest income | – | – | 3,672 | – | ||||||||||||
| Gain on disposal of property and equipment | – | – | 9,674 | – | ||||||||||||
| Total other income (expense) | (1,987,050 | ) | (644,346 | ) | (3,434,404 | ) | (911,682 | ) | ||||||||
| Net loss | (2,018,398 | ) | (3,529,202 | ) | (5,545,781 | ) | (5,328,245 | ) | ||||||||
| Less: Net loss attributable to noncontrolling interest | (4,036 | ) | (25,188 | ) | (4,242 | ) | (60,047 | ) | ||||||||
| Net loss attributable to Sanara MedTech shareholders | $ | (2,014,362 | ) | $ | (3,504,014 | ) | $ | (5,541,539 | ) | $ | (5,268,198 | ) | ||||
| Net loss per share of common stock, basic and diluted | $ | (0.23 | ) | $ | (0.41 | ) | $ | (0.64 | ) | $ | (0.62 | ) | ||||
| Weighted average number of common shares outstanding, basic and diluted | 8,612,986 | 8,468,835 | 8,591,663 | 8,444,101 | ||||||||||||
SANARA MEDTECH INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
| Six Months Ended June 30, | ||||||||
| 2025 | 2024 | |||||||
| Cash flows from operating activities: | ||||||||
| Net loss | $ | (5,545,781 | ) | $ | (5,328,245 | ) | ||
| Adjustments to reconcile net loss to net cash provided by (used in) operating activities: | ||||||||
| Depreciation and amortization | 2,238,641 | 2,210,927 | ||||||
| Gain on disposal of property and equipment | (9,674 | ) | – | |||||
| Credit loss expense | 294,034 | 155,930 | ||||||
| Inventory obsolescence | 371,957 | 259,577 | ||||||
| Share-based compensation | 2,740,343 | 2,214,931 | ||||||
| Noncash lease expense | 359,758 | 202,756 | ||||||
| Share of losses from equity method investments | 339,090 | – | ||||||
| Back-end fee | 377,490 | 52,500 | ||||||
| Paid-in-kind interest | 995,244 | 161,875 | ||||||
| Accretion of finance liabilities | 86,541 | 117,267 | ||||||
| Amortization and write-off of debt issuance costs | 132,821 | 100,883 | ||||||
| Change in fair value of earnout liabilities | – | (79,451 | ) | |||||
| Changes in operating assets and liabilities: | ||||||||
| Accounts receivable, net | 125,086 | (2,127,363 | ) | |||||
| Accounts receivable – related parties | 31,485 | (103,012 | ) | |||||
| Inventory, net | (1,130,775 | ) | 893,297 | |||||
| Prepaid and other assets | (76,285 | ) | 119,172 | |||||
| Accounts payable | (42,464 | ) | (1,173,544 | ) | ||||
| Accounts payable – related parties | 1,442 | 67,682 | ||||||
| Accrued royalties and expenses | 317,076 | 402,610 | ||||||
| Accrued bonuses and commissions | (579,389 | ) | (961,709 | ) | ||||
| Operating lease liabilities | (361,513 | ) | (192,383 | ) | ||||
| Net cash provided by (used in) operating activities | 665,127 | (3,006,300 | ) | |||||
| Cash flows from investing activities: | ||||||||
| Purchases of property and equipment | (3,484,008 | ) | (124,580 | ) | ||||
| Proceeds from disposal of property and equipment | 60,000 | – | ||||||
| Purchases of intangible assets | (23,452 | ) | – | |||||
| Investment in equity securities | (3,538,217 | ) | – | |||||
| CarePICS acquisition | (2,122,146 | ) | – | |||||
| Net cash used in investing activities | (9,107,823 | ) | (124,580 | ) | ||||
| Cash flows from financing activities: | ||||||||
| Loan proceeds, net of debt issuance costs of $228,183 in 2025 and $887,253 in 2024 | 12,021,817 | 14,112,747 | ||||||
| Pay off line of credit | – | (9,750,000 | ) | |||||
| Pay off debt assumed in CarePICS acquisition | (1,650,000 | ) | – | |||||
| Net settlement of equity-based awards | (692,672 | ) | (72,708 | ) | ||||
| Cash payment of finance and earnout liabilities | (156,000 | ) | (156,000 | ) | ||||
| Net cash provided by financing activities | 9,523,145 | 4,134,039 | ||||||
| Net increase in cash | 1,080,449 | 1,003,159 | ||||||
| Cash, beginning of period | 15,878,295 | 5,147,216 | ||||||
| Cash, end of period | $ | 16,958,744 | $ | 6,150,375 | ||||
| Cash paid during the period for: | ||||||||
| Interest | $ | 1,516,563 | $ | 549,227 | ||||
| Supplemental noncash investing and financing activities: | ||||||||
| Non-monetary exchange to acquire intangible assets | $ | 2,084,278 | $ | – | ||||
| Conversion of note receivable into equity method investment | 1,101,478 | – | ||||||
| Earnout liability generated by CarePICS acquisition | 1,355,603 | – | ||||||
SANARA MEDTECH INC. AND SUBSIDIARIES
NON-GAAP FINANCIAL MEASURES (UNAUDITED)
To supplement the Company's financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we present certain non-GAAP financial measures in this press release and on the related teleconference call, including Adjusted EBITDA and Segment Adjusted EBITDA. The Company's management uses these non-GAAP financial measures, both internally and externally, to assess and communicate the financial performance of the Company. The Company defines Adjusted EBITDA as net income (loss) excluding interest expense/income, provision/benefit for income taxes, depreciation and amortization, non-cash share-based compensation expense, change in fair value of earnout liabilities, share of losses from equity method investments, executive separation costs, legal and diligence expenses related to acquisitions, and gains/losses on the disposal of property and equipment, as each is applicable to the periods presented. Segment Adjusted EBITDA is calculated in the same manner as Adjusted EBITDA but is presented on a segment basis.
The Company believes Adjusted EBITDA and Segment Adjusted EBITDA are useful to investors because they facilitate comparisons of its core business operations across periods on a consistent basis. Accordingly, the Company adjusts certain items, such as change in fair value of earnout liabilities, when calculating Adjusted EBITDA and Segment Adjusted EBITDA because the Company believes that such items are not related to the Company's core business operations.
The Company's non-GAAP financial measures are not in accordance with, nor an alternative for, measures conforming to GAAP and may be different from non-GAAP financial measures used by other companies. In addition, these non-GAAP financial measures are not based on any comprehensive set of accounting rules or principles. The Company continues to provide all information required by GAAP, but it believes that evaluating its ongoing operating results may not be as useful if an investor or other user is limited to reviewing only GAAP financial measures. The Company does not, nor does it suggest that investors should consider these non-GAAP financial measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Material limitations associated with the use of such measures include that they do not reflect all costs included in operating expenses and may not be comparable with similarly named financial measures of other companies. Furthermore, these non-GAAP financial measures are based on subjective determinations of management regarding the nature and classification of events and circumstances. The Company presents these non-GAAP financial measures to provide investors with information to evaluate the Company's operating results in a manner similar to how management evaluates business performance. To compensate for any limitations in such non-GAAP financial measures, management believes that it is useful in understanding and analyzing the results of the business to review both GAAP information and the related non-GAAP financial measures. Whenever the Company uses a non-GAAP financial measure, it provides a reconciliation of the non-GAAP financial measure to the most directly comparable GAAP financial measure. Investors are encouraged to review and consider these reconciliations.
Segment Adjusted EBITDA is reported to the chief operating decision maker, the Chief Executive Officer, for purposes of making decisions about allocating resources to the segments and assessing their performance. We have provided a reconciliation of this measure as it relates to our segments below.
Reconciliation of Net Income (Loss) to Segment Adjusted EBITDA and Adjusted EBITDA:
| Three Months Ended June 30, |
||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||
| Sanara Surgical | THP (3) | Total | Sanara Surgical | THP | Total | |||||||||||||||||||
| Net Income (Loss) | $ | 507,280 | $ | (2,525,678 | ) | $ | (2,018,398 | ) | $ | (2,214,313 | ) | $ | (1,314,889 | ) | $ | (3,529,202 | ) | |||||||
| Adjustments: | ||||||||||||||||||||||||
| Interest expense | 1,791,568 | – | 1,791,568 | 644,346 | – | 644,346 | ||||||||||||||||||
| Depreciation and amortization | 681,525 | 432,706 | 1,114,231 | 698,407 | 407,100 | 1,105,507 | ||||||||||||||||||
| Noncash share-based compensation | 1,278,871 | 26,394 | 1,305,265 | 1,046,321 | 36,429 | 1,082,750 | ||||||||||||||||||
| Change in fair value of earnout liabilities | – | – | – | 89,330 | (103,103 | ) | (13,773 | ) | ||||||||||||||||
| Share of losses from equity method investments | 195,482 | – | 195,482 | – | – | – | ||||||||||||||||||
| Executive separation costs (1) | 260,275 | – | 260,275 | 904,780 | – | 904,780 | ||||||||||||||||||
| Acquisition costs (2) | 4,826 | 11,591 | 16,417 | 225,088 | 172,685 | 397,773 | ||||||||||||||||||
| Segment Adjusted EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) | $ | 4,719,827 | $ | (2,054,987 | ) | $ | 2,664,840 | $ | 1,393,959 | $ | (801,778 | ) | $ | 592,181 | ||||||||||
| Net revenue | $ | 25,804,252 | $ | 26,582 | $ | 25,830,834 | $ | 20,158,823 | $ | – | $ | 20,158,823 | ||||||||||||
| Net Income (Loss) as a % of Net Revenue | 2.0 | % | (9501.5 | )% | (7.8 | )% | (11.0 | )% | N/A | (17.5 | )% | |||||||||||||
| Segment Adjusted EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) as a % of Net Revenue | 18.3 | % | (7730.7 | )% | 10.3 | % | 6.9 | % | N/A | 2.9 | % | |||||||||||||
| Six Months Ended June 30, |
||||||||||||||||||||||||||||
| 2025 | 2024 | |||||||||||||||||||||||||||
| Sanara Surgical | THP (3) | Total | Sanara Surgical | THP | Total | |||||||||||||||||||||||
| Net Loss | $ | (107,825 | ) | $ | (5,437,956 | ) | $ | (5,545,781 | ) | $ | (2,691,798 | ) | $ | (2,636,447 | ) | $ | (5,328,245 | ) | ||||||||||
| Adjustments: | ||||||||||||||||||||||||||||
| Interest expense | 3,108,660 | – | 3,108,660 | 911,682 | – | 911,682 | ||||||||||||||||||||||
| Depreciation and amortization | 1,370,096 | 868,545 | 2,238,641 | 1,396,908 | 814,019 | 2,210,927 | ||||||||||||||||||||||
| Noncash share-based compensation | 2,454,367 | 155,802 | 2,610,169 | 1,799,936 | 86,200 | 1,886,136 | ||||||||||||||||||||||
| Change in fair value of earnout liabilities | – | – | – | (14,451 | ) | (65,000 | ) | (79,451 | ) | |||||||||||||||||||
| Share of losses from equity method investments | 339,090 | – | 339,090 | – | – | – | ||||||||||||||||||||||
| (Gain) loss on disposal of property and equipment | (10,932 | ) | 1,258 | (9,674 | ) | – | – | – | ||||||||||||||||||||
| Interest income | (3,672 | ) | – | (3,672 | ) | – | – | – | ||||||||||||||||||||
| Executive separation costs (1) | 260,275 | – | 260,275 | 904,780 | – | 904,780 | ||||||||||||||||||||||
| Acquisition costs (2) | 4,826 | 320,274 | 325,100 | 225,088 | 172,685 | 397,773 | ||||||||||||||||||||||
| Segment Adjusted EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) | $ | 7,414,885 | $ | (4,092,077 | ) | $ | 3,322,808 | $ | 2,532,145 | $ | (1,628,543 | ) | $ | 903,602 | ||||||||||||||
| Net revenue | $ | 49,238,348 | $ | 26,582 | $ | 49,264,930 | $ | 38,695,461 | $ | – | $ | 38,695,461 | ||||||||||||||||
| Net Loss as a % of Net Revenue | (0.2 | )% | (20457.3 | )% | (11.3 | )% | (7.0 | )% | N/A | (13.8 | )% | |||||||||||||||||
| Segment Adjusted EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) as a % of Net Revenue | 15.1 | % | (15394.2 | )% | 6.7 | % | 6.5 | % | N/A | 2.3 | % | |||||||||||||||||
| Trailing Twelve Months Ended June 30, |
||||||||||||
| 2025 | ||||||||||||
| Sanara Surgical | THP (3) | Total | ||||||||||
| Net (Income) Loss | $ | 646,391 | $ | (10,775,824 | ) | $ | (10,129,433 | ) | ||||
| Adjustments: | ||||||||||||
| Interest expense | 5,325,373 | – | 5,325,373 | |||||||||
| Depreciation and amortization | 2,759,016 | 2,191,922 | 4,950,938 | |||||||||
| Noncash share-based compensation | 4,623,438 | 207,847 | 4,831,285 | |||||||||
| Change in fair value of earnout liabilities | – | (1,859,000 | ) | (1,859,000 | ) | |||||||
| Share of losses from equity method investments | 429,097 | – | 429,097 | |||||||||
| (Gain) loss on disposal of property and equipment | (10,932 | ) | 1,258 | (9,674 | ) | |||||||
| Interest income | (25,650 | ) | – | (25,650 | ) | |||||||
| Executive separation costs (1) | 319,960 | – | 319,960 | |||||||||
| Acquisition costs (2) | (35,234 | ) | 1,312,850 | 1,277,616 | ||||||||
| Segment Adjusted EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) | $ | 14,031,459 | $ | (8,920,947 | ) | $ | 5,110,512 | |||||
| Net revenue | $ | 97,215,313 | $ | 26,582 | $ | 97,241,895 | ||||||
| Net Income (Loss) as a % of Net Revenue | 0.7 | % | (40538.0 | )% | (10.4 | )% | ||||||
| Segment Adjusted EBITDA (on a segment basis) / Adjusted EBITDA (consolidated) as a % of Net Revenue | 14.4 | % | (33560.1 | )% | 5.3 | % | ||||||
| (1 | ) | Includes $130,174 and $328,795 of share-based compensation related to executive separation costs for the three and six months ended June 30, 2025 and 2024, respectively. Includes $130,174 of share-based compensation related to executive separation costs for the trailing twelve months ended June 30, 2025. |
| (2 | ) | Acquisition costs include legal, tax, accounting and other contract services related to prospective acquisitions. |
| (3 | ) | The THP segment does not include $1.7 million, $3.4 million and $3.4 million of internal use software costs capitalized during the three, six and trailing twelve months ended June 30, 2025, respectively. |
