SEC Comment Letter for Xtant Medical Holdings, Inc. (XTNT) (CIK 0001453593) (XTNT) — Jan 20, 2011
Xtant Medical Holdings, Inc. (XTNT) (CIK 0001453593)
Date: Jan. 20, 2011 · CIK: 0001453593 · Accession: 0000000000-11-004048
AI Filing Summary & Sentiment
File numbers found in text: 333-169620
Letter
January 20, 2011 John P. Gandolfo Chief Financial Officer 600 Cruiser Lane Belgrade, Montana 59714
Re: Bacterin International Holdings, Inc. Amended Registration St atement on Form S-1 Filed January 7, 2011 File No. 333-169620
Dear Mr. Gandolfo: We have reviewed your ame nded registration statement on Form S-1 filed on January 7, 2011 and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments.
Results of Operations
Comparison of Nine Months Ended September 30, 20010 and September 30, 2009 Cost of tissue sales, page 18
1. Please revise the discussion you provided in response to comment five to explain why you did not write off biologics inventories until they expire d. Your discussion should clarify why you were unable to estimate th e inventories expiring and support why it was not necessary to recognize it earlier. Financial Statements for the Quarterly Period Ended September 30, 2010
(12) Stock-Based Co mpensation, page F-11
2. Please tell us where you have disclosed th e feature that triggered the derivative accounting in response to comment 11. For ex ample, if the deri vative accounting is triggered by an exercise price adjustment feat ure, describe the events that would trigger the exercise price adjustment and how the new exercise price will be calculated. Furthermore, please explain to us why you belie ve Black Scholes is the most appropriate
Mr. John P. Gandolfo Bacterin Internati onal Holdings, Inc. January 20, 2011 Page 2
method in calculating the warrants’ fair valu e as the Black Scholes method does not take into account changes to the exercise price. Financial Statements for the Year Ended December 31, 2009
(1) Business Description and Summary of Significant Accounting Policies Inventories, page F-26
3. Given the significance of inventory obsolescen ce recognized during the quarter ended September 30, 2010, please disclose your policy in recognizing inve ntory reserves and write-offs. In your disclosure, please quantify the average shelf life of your inventories.
* * * * *
You may contact Keira Ino at (202) 551-3659 or Lisa Vanjoske at (202) 551-3614 if you have questions regarding comments on the financial statements and related matters. Please contact Johnny Gharib at (202) 551-3170 or Se bastian Gomez Abero at (202) 551- 3578 with any other questions. Sincerely,
Jeffrey Riedler Assistant Director
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January 20, 2011 John P. Gandolfo Chief Financial Officer 600 Cruiser Lane Belgrade, Montana 59714 Re: Bacterin International Holdings, Inc. Amended Registration St atement on Form S-1 Filed January 7, 2011 File No. 333-169620 Dear Mr. Gandolfo: We have reviewed your ame nded registration statement on Form S-1 filed on January 7, 2011 and have the following comments. In some of our comments, we may ask you to provide us with information so we may better understand your disclosure. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe our comments apply to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your re gistration statement and the information you provide in response to these comments, we may have additional comments. Results of Operations Comparison of Nine Months Ended September 30, 20010 and September 30, 2009 Cost of tissue sales, page 18 1. Please revise the discussion you provided in response to comment five to explain why you did not write off biologics inventories until they expire d. Your discussion should clarify why you were unable to estimate th e inventories expiring and support why it was not necessary to recognize it earlier. Financial Statements for the Quarterly Period Ended September 30, 2010 (12) Stock-Based Co mpensation, page F-11 2. Please tell us where you have disclosed th e feature that triggered the derivative accounting in response to comment 11. For ex ample, if the deri vative accounting is triggered by an exercise price adjustment feat ure, describe the events that would trigger the exercise price adjustment and how the new exercise price will be calculated. Furthermore, please explain to us why you belie ve Black Scholes is the most appropriate Mr. John P. Gandolfo Bacterin Internati onal Holdings, Inc. January 20, 2011 Page 2 method in calculating the warrants’ fair valu e as the Black Scholes method does not take into account changes to the exercise price. Financial Statements for the Year Ended December 31, 2009 (1) Business Description and Summary of Significant Accounting Policies Inventories, page F-26 3. Given the significance of inventory obsolescen ce recognized during the quarter ended September 30, 2010, please disclose your policy in recognizing inve ntory reserves and write-offs. In your disclosure, please quantify the average shelf life of your inventories. * * * * * You may contact Keira Ino at (202) 551-3659 or Lisa Vanjoske at (202) 551-3614 if you have questions regarding comments on the financial statements and related matters. Please contact Johnny Gharib at (202) 551-3170 or Se bastian Gomez Abero at (202) 551- 3578 with any other questions. Sincerely, Jeffrey Riedler Assistant Director