SEGMENT REPORTING | NOTE 12 – SEGMENT REPORTING As discussed in Note 1, the Company historically managed its business on the basis of one two Segment EBITDA is the primary profitability measure used by the CODM for purposes of assessing financial performance and resource allocation. The Company defines Segment EBITDA for the reportable segments 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 investment, executive separation costs, legal and diligence expenses related to acquisitions, and gains/losses on disposal of property and equipment as each are applicable to the periods presented. Segment EBITDA, as it relates to the Company’s reportable segments, is presented in conformity with ASC 280, Segment Reporting, and is excluded from the definition of non-GAAP financial measures under the Securities and Exchange Commission’s Regulation G and Item 10(e) of Regulation S-K. Segment EBITDA may not be comparable to similarly titled measures reported by other companies. Sanara Surgical The Sanara Surgical segment primarily markets and sells soft tissue repair and bone fusion products for use in the operating room or other sterile environments. Sanara Surgical’s soft tissue repair products include, among other products, the Company’s lead product, CellerateRX Surgical, and BIASURGE Advanced Surgical Solution, which is a no-rinse, advanced surgical solution used for wound irrigation. Sanara Surgical’s bone fusion products include, among other products, BiFORM, which is an osteoconductive, bioactive, porous implant that allows for bony ingrowth across the graft site, and ALLOCYTE Plus, which is a human allograft cellular bone matrix containing bone-derived progenitor cells and conformable bone fibers. Sanara Surgical also includes an in-house research and development team (Rochal Technologies) with an extensive pipeline of innovative products under development. Tissue Health Plus The THP segment is focused on value-based wound care services. Through THP, the Company plans to offer a first of its kind value-based wound care program to payers and risk-bearing entities such as accountable care organizations and VBC primary care companies, with Medicare Advantage payers as the initial target market for this program. THP’s programs are expected to enable payers to divest wound care spend risk, reduce wound related hospitalizations and improve patient quality of life. THP plans to coordinate delivery of community and home-based wound care for its managed patients. Community based care spans a variety of settings including physician offices, skilled nursing facilities, assisted living facilities and senior living facilities. THP programs are intended to integrate science and evidence-based medicine protocols to standardize wound prevention and treatment. Currently, there are no allocated costs included in the THP segment. All corporate and overhead expenses are included in the Sanara Surgical segment, as substantially all of those costs relate to supporting the operations and activities of the Sanara Surgical segment. As a result of the change in reportable segments, certain prior period amounts have been recast to conform to the current period presentation. Throughout this Quarterly Report on Form 10-Q, unless otherwise indicated, amounts and activity reflect reclassifications related to the Company’s change in reportable segments. The change in reportable segments had no impact on the Company’s previously reported Consolidated Balance Sheets, Consolidated Statements of Operations, Consolidated Statements of Cash Flows or Consolidated Statements of Shareholders’ Equity. The following tables reflect results of operations, Segment EBITDA, segmented assets, and expenditures for long-lived assets for the Company’s reportable segments for the periods indicated below: SCHEDULE OF OPERATIONS, ASSETS AND CAPITAL EXPENDITURES FOR OUR BUSINESS SEGMENTS Sanara Surgical THP Total Sanara Surgical THP Total Three Months Ended September 30, 2024 2023 Sanara Surgical THP Total Sanara Surgical THP Total Net revenue $ 21,671,599 $ - $ 21,671,599 $ 16,024,948 $ - $ 16,024,948 Gross profit 19,679,612 - 19,679,612 14,273,599 - 14,273,599 Selling, general and administrative expenses 17,420,346 1,572,909 18,993,255 13,460,404 417,475 13,877,879 Research and development 783,840 575,690 1,359,530 225,886 760,568 986,454 Depreciation and amortization 696,888 406,966 1,103,854 590,563 407,111 997,674 Interest expense 927,577 - 927,577 188,294 - 188,294 Net income (loss) (180,488 ) (2,702,564 ) (2,883,052 ) 567,235 (1,662,184 ) (1,094,949 ) Segment EBITDA 2,563,521 (1,721,560 ) 841,961 1,400,916 (1,134,124 ) 266,792 Segment assets (at period end) (1) $ 67,037,973 $ 21,507,503 $ 88,545,476 $ 45,715,495 $ 28,155,654 $ 73,871,149 Expenditures for long-lived assets $ 9,096 $ - $ 9,096 $ 170,320 $ - $ 170,320 Sanara Surgical THP Total Sanara Surgical THP Total Nine Months Ended September 30, 2024 2023 Sanara Surgical THP Total Sanara Surgical THP Total Net revenue $ 60,367,060 $ - $ 60,367,060 $ 47,297,299 $ 2,730 $ 47,300,029 Gross profit (loss) 54,476,341 - 54,476,341 41,241,740 (6,235 ) 41,235,505 Selling, general and administrative expenses 51,453,311 2,689,811 54,143,122 39,229,030 1,429,394 40,658,424 Research and development 1,945,263 1,346,216 3,291,479 669,849 2,811,057 3,480,906 Depreciation and amortization 2,093,797 1,220,984 3,314,781 1,359,180 1,221,063 2,580,243 Interest expense 1,839,259 - 1,839,259 188,300 - 188,300 Net income (loss) (2,872,286 ) (5,339,011 ) (8,211,297 ) 1,181,296 (5,358,754 ) (4,177,458 ) Segment EBITDA 5,095,670 (3,350,104 ) 1,745,566 3,766,196 (4,087,858 ) (321,662 ) Segment assets (at period end) (1) $ 67,037,973 $ 21,507,503 $ 88,545,476 $ 45,715,495 $ 28,155,654 $ 73,871,149 Expenditures for long-lived assets $ 133,676 $ - $ 133,676 $ 210,970 $ - $ 210,970 (1) - Segment assets for 2023 represent assets as of December 31, 2023. The following tables provide a reconciliation of net income (loss) to Segment EBITDA for the Company’s reportable segments for the periods indicated below: SCHEDULE OF RECONCILIATION OF NET INCOME (LOSS) TO SEGMENT EBITDA FOR REPORTABLE SEGMENTS Sanara Surgical THP Total Sanara Surgical THP Total Three Months Ended September 30, 2024 2023 Sanara Surgical THP Total Sanara Surgical THP Total Net Income (Loss) $ (180,488 ) $ (2,702,564 ) $ (2,883,052 ) $ 567,235 $ (1,662,184 ) $ (1,094,949 ) Adjustments: Interest expense 927,577 - 927,577 188,294 - 188,294 Depreciation and amortization 696,888 406,966 1,103,854 590,563 407,111 997,674 Noncash share-based compensation 1,003,599 21,831 1,025,430 813,606 43,920 857,526 Change in fair value of earnout liabilities - 147,000 147,000 (758,783 ) 77,030 (681,753 ) Share of losses from equity method investment 31,448 - 31,448 - - - Executive separation costs 59,685 - 59,685 - - - Acquisition costs 24,812 405,207 430,019 - - - Segment EBITDA $ 2,563,521 $ (1,721,560 ) $ 841,961 $ 1,400,916 $ (1,134,124 ) $ 266,792 Sanara Surgical THP Total Sanara Surgical THP Total Nine Months Ended September 30, 2024 2023 Sanara Surgical THP Total Sanara Surgical THP Total Net Income (Loss) $ (2,872,286 ) $ (5,339,011 ) $ (8,211,297 ) $ 1,181,296 $ (5,358,754 ) $ (4,177,458 ) Adjustments: Interest expense 1,839,259 - 1,839,259 188,300 - 188,300 Depreciation and amortization 2,093,797 1,220,984 3,314,781 1,359,180 1,221,063 2,580,243 Noncash share-based compensation 2,803,536 108,031 2,911,567 2,423,335 158,828 2,582,163 Change in fair value of earnout liabilities (14,451 ) 82,000 67,549 (1,385,914 ) (108,996 ) (1,494,910 ) Share of losses from equity method investment 31,448 - 31,448 - - - Executive separation costs (1) 964,466 - 964,466 - - - Acquisition costs 249,901 577,892 827,793 - - - Segment EBITDA $ 5,095,670 $ (3,350,104 ) $ 1,745,566 $ 3,766,196 $ (4,087,858 ) $ (321,662 ) (1) - Includes $ 328,795 |