UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark one)
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to .
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or other jurisdiction of incorporation or organization) |
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(I.R.S. Employer Identification No.) |
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(Address of principal executive offices) |
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(Zip Code) |
()
(Registrant's telephone number, including area code)
Not applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ ☐ No
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ ☐ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large Accelerated filer |
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Non-Accelerated filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes No
As of July 31, 2025, shares of common stock were issued and outstanding.
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class |
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Trading Symbol(s) |
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Name of each exchange on which registered |
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Forward-Looking Statements
This Quarterly Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), relating to our business and financial outlook, which are based on our current beliefs, assumptions, expectations, estimates, forecasts, and projections. All statements, other than statements of historical fact, contained in this report, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as "may," "will," "should," "expects," "plans," "anticipates," "believes," "estimates," "projects," "intends," "predicts," "potential," "positioned," "deliver," or "continue" or the negative version of those terms and other similar expressions. Forward-looking statements include, but are not limited to, statements about:
•our intentions, beliefs, and expectations regarding our operations, sales, expenses, and future financial performance;
•our intentions, beliefs, and expectations regarding the anticipated benefits of the merger with SeaSpine Holdings Corporation ("SeaSpine"), including the anticipated cross-selling opportunities from the merger;
•our plans for future products and enhancements of existing products;
•anticipated growth and trends in our business;
•the timing of and our ability to maintain and obtain regulatory clearances or approvals;
•our belief that our cash and cash equivalents, investments, and access to our credit facilities will be sufficient to satisfy our anticipated cash requirements;
•our expectations regarding our revenues, customers, and distributors;
•our expectations regarding our costs, suppliers, and manufacturing abilities;
•our beliefs and expectations regarding our market penetration and expansion efforts;
•our anticipated trends and challenges in the markets in which we operate; and
•our expectations and beliefs regarding, and the impact of, investigations, claims, and litigation.
Forward-looking statements are not guarantees of future performance and involve risks, uncertainties, estimates, and assumptions. Any or all forward-looking statements that we make may turn out to be wrong (due to inaccurate assumptions that we make or otherwise), and our actual outcomes and results may differ materially from those expressed in forward-looking statements. Potential risks and uncertainties that could cause actual results to differ materially include, but are not limited to, those set forth in Part I, Item 1A under the heading Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2024 ("2024 10-K"); Part II, Item 7 Management's Discussion and Analysis of Financial Condition and Results of Operations of the 2024 10-K; and elsewhere throughout the 2024 10-K, and in our reports filed with the U.S. Securities and Exchange Commission (the "SEC") subsequent to the date we filed the 2024 10-K with the SEC. You should not place undue reliance on any forward-looking statements. Further, any forward-looking statement in this report speaks only as of the date hereof, unless it is specifically otherwise stated to be made as of a different date. Except as required by law, we undertake no obligation to update, and expressly disclaim any duty to update, our forward-looking statements, whether as a result of circumstances or events that arise after the date hereof, new information, or otherwise.
Trademarks
Solely for convenience, our trademarks and trade names in this report are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that we will not assert, to the fullest extent under applicable law, our rights thereto.
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ORTHOFIX MEDICAL INC.
Condensed Consolidated Balance Sheets
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(U.S. Dollars, in thousands, except par value data) |
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June 30,
2025 |
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December 31,
2024 |
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(Unaudited) |
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Assets |
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Current assets |
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Cash and cash equivalents |
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$ |
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$ |
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Restricted cash |
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Accounts receivable, net of allowances of $ and $, respectively |
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Inventories |
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Prepaid expenses and other current assets |
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Total current assets |
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Property, plant, and equipment, net |
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Intangible assets, net |
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Goodwill |
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Other long-term assets |
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Total assets |
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$ |
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$ |
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Liabilities and shareholders’ equity |
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Current liabilities |
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Accounts payable |
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$ |
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$ |
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Current portion of finance lease liability |
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Other current liabilities |
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Total current liabilities |
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Long-term debt |
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Long-term portion of finance lease liability |
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Other long-term liabilities |
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Total liabilities |
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Contingencies (Note 7) |
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Shareholders’ equity |
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Common shares $ par value; shares authorized;
and issued and outstanding as of June 30,
2025, and December 31, 2024, respectively |
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Additional paid-in capital |
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Accumulated deficit |
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( |
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( |
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Accumulated other comprehensive income (loss) |
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( |
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Total shareholders’ equity |
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Total liabilities and shareholders’ equity |
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$ |
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$ |
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The accompanying notes form an integral part of these condensed consolidated financial statements.
ORTHOFIX MEDICAL INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
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Three Months Ended
June 30, |
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Six Months Ended
June 30, |
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(Unaudited, U.S. Dollars, in thousands, except per share data) |
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2025 |
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2024 |
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2025 |
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2024 |
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Net sales |
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$ |
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$ |
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$ |
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$ |
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Cost of sales |
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Gross profit |
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Sales, general, and administrative |
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Research and development |
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Acquisition-related amortization, impairment, and remeasurement (Note 11) |
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Operating loss |
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( |
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( |
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( |
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( |
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Interest expense, net |
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( |
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( |
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( |
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( |
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Other income (expense), net |
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( |
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( |
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Loss before income taxes |
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( |
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( |
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( |
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( |
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Income tax benefit (expense) |
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( |
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( |
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( |
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Net loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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Net loss per common share: |
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Basic |
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$ |
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$ |
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$ |
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$ |
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Diluted |
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( |
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( |
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( |
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Weighted average number of common shares: |
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Basic |
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Diluted |
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Other comprehensive income (loss), before tax |
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Unrealized gain on debt securities |
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— |
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— |
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— |
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Reclassification adjustment for historical unrealized gain on debt security |
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— |
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( |
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— |
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( |
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Currency translation adjustment |
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( |
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( |
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Other comprehensive income (loss), before tax |
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( |
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( |
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Income tax expense related to other comprehensive income (loss) |
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— |
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— |
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— |
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— |
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Other comprehensive income (loss), net of tax |
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( |
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( |
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Comprehensive loss |
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$ |
( |
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$ |
( |
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$ |
( |
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$ |
( |
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The accompanying notes form an integral part of these condensed consolidated financial statements.
ORTHOFIX MEDICAL INC.
Condensed Consolidated Statements of Changes in Shareholders' Equity
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(Unaudited, U.S. Dollars, in thousands) |
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Number of
Common
Shares
Outstanding |
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Common
Shares |
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Additional
Paid-in
Capital |
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Accumulated Deficit |
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Accumulated
Other
Comprehensive Income (Loss) |
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Total
Shareholders’
Equity |
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At December 31, 2024 |
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$ |
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$ |
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$ |
( |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Common shares issued, net |
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( |
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— |
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— |
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At March 31, 2025 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Common shares issued, net |
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— |
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— |
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At June 30, 2025 |
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$ |
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$ |
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$ |
( |
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$ |
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$ |
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(Unaudited, U.S. Dollars, in thousands) |
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Number of
Common
Shares
Outstanding |
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Common
Shares |
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Additional
Paid-in
Capital |
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Accumulated Deficit |
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Accumulated
Other
Comprehensive Income
(Loss) |
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Total
Shareholders’
Equity |
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At December 31, 2023 |
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$ |
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$ |
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$ |
( |
) |
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( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
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Other comprehensive income, net of tax |
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— |
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— |
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— |
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— |
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Share-based compensation expense |
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— |
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— |
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— |
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— |
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Common shares issued, net |
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( |
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— |
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— |
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( |
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At March 31, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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Net loss |
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— |
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— |
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— |
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( |
) |
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— |
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( |
) |
Other comprehensive loss, net of tax |
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— |
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— |
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— |
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— |
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( |
) |
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( |
) |
Share-based compensation expense |
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— |
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— |
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— |
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— |
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Common shares issued, net |
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— |
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— |
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At June 30, 2024 |
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$ |
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$ |
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$ |
( |
) |
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$ |
( |
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$ |
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|
The accompanying notes form an integral part of these condensed consolidated financial statements.
ORTHOFIX MEDICAL INC.
Condensed Consolidated Statements of Cash Flows
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Six Months Ended
June 30, |
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(Unaudited, U.S. Dollars, in thousands) |
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2025 |
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2024 |
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Cash flows from operating activities |
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Net loss |
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$ |
( |
) |
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$ |
( |
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Adjustments to reconcile net loss to net cash from operating activities |
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Depreciation, amortization, and impairment |
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Inventory reserve expenses |
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Amortization of inventory fair value step-up |
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— |
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Amortization of operating lease assets, debt costs, and other assets |
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Provision for expected credit losses |
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Deferred income taxes |
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Share-based compensation expense |
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Loss on disposal of fixed assets |
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Change in valuation of investment securities |
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( |
) |
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Change in fair value of contingent consideration |
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( |
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Other |
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( |
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Changes in operating assets and liabilities |
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Accounts receivable |
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Inventories |
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( |
) |
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( |
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Prepaid expenses and other current assets |
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( |
) |
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Accounts payable |
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( |
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( |
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Other current liabilities |
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( |
) |
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( |
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Other long-term assets and liabilities |
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( |
) |
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( |
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Net cash used in operating activities |
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( |
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( |
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Cash flows from investing activities |
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Capital expenditures |
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( |
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( |
) |
Other investing activities |
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( |
) |
Net cash used in investing activities |
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( |
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( |
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Cash flows from financing activities |
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Proceeds from issuance of common shares |
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Payments related to tax withholdings for share-based compensation |
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( |
) |
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( |
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Payments related to finance lease obligation |
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( |
) |
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( |
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Proceeds from credit facility |
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— |
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Repayment of borrowings from credit facility |
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— |
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( |
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Payment of debt issuance costs and other financing activities |
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( |
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( |
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Net cash provided by financing activities |
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|
|
|
|
|
|
Effect of exchange rate changes on cash |
|
|
|
|
|
|
( |
) |
Net change in cash and cash equivalents |
|
|
( |
) |
|
|
( |
) |
Cash, cash equivalents, and restricted cash at the beginning of period |
|
|
|
|
|
|
|
|
Cash, cash equivalents, and restricted cash at the end of period |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Components of cash, cash equivalents, and restricted cash at the end of period |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
$ |
|
|
Restricted cash |
|
|
|
|
|
|
|
|
Cash, cash equivalents, and restricted cash at the end of period |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Noncash investing activities - Accrued purchases of capital expenditures |
|
$ |
|
|
|
$ |
|
|
Noncash investing activities - Purchase of intangible assets |
|
|
|
|
|
|
|
|
The accompanying notes form an integral part of these condensed consolidated financial statements.
ORTHOFIX MEDICAL INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
|
|
$ |
|
|
Work-in-process |
|
|
|
|
|
|
|
|
Finished products |
|
|
|
|
|
|
|
|
Inventories |
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
Finance leases |
|
Property, plant, and equipment, net |
|
|
|
|
|
|
|
|
Total lease assets |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Liabilities |
|
|
|
|
|
|
|
|
Current |
|
|
|
|
|
|
|
|
Operating leases |
|
Other current liabilities |
|
$ |
|
|
|
$ |
|
|
Finance leases |
|
Current portion of finance lease liability |
|
|
|
|
|
|
|
|
Long-term |
|
|
|
|
|
|
|
|
Operating leases |
|
Other long-term liabilities |
|
|
|
|
|
|
|
|
Finance leases |
|
Long-term portion of finance lease liability |
|
|
|
|
|
|
|
|
Total lease liabilities |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
Operating cash flows from finance leases |
|
|
|
|
|
|
|
|
Financing cash flows from finance leases |
|
|
|
|
|
|
|
|
ROU assets obtained in exchange for lease obligations |
|
|
|
|
|
|
Operating leases |
|
|
|
|
|
|
|
|
Finance leases |
|
|
|
|
|
|
— |
|
|
|
$ |
|
|
Unamortized original debt discount |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs and lenders fees |
|
|
( |
) |
|
|
( |
) |
Total indebtedness from outstanding term loans |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revolving Credit Facilities |
|
|
|
|
|
|
Principal amount outstanding |
|
|
— |
|
|
|
— |
|
Total indebtedness outstanding |
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
Current portion of long-term debt |
|
$ |
— |
|
|
$ |
— |
|
Long-term debt |
|
|
|
|
|
|
|
|
Total indebtedness outstanding |
|
$ |
|
|
|
$ |
|
|
million secured credit agreement (the "Credit Agreement") with Oxford Finance LLC, as administrative agent and as collateral agent ("Oxford") and certain lenders party thereto, including Oxford, K2 HealthVentures LLC, and HSBC Ventures USA Inc. The Credit Agreement contains financial covenants requiring the Company to maintain (i) a minimum level of liquidity at all times and (ii) a maximum total debt-to-EBITDA leverage ratio (measured on a quarterly basis) during the term of the facility. As of June 30, 2025, the Company was in compliance with all required financial covenants.As of June 30, 2025, the Company had borrowings on its available lines of credit in Italy, which provide up to an aggregate amount of € million ($ million).
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Neo Medical preferred equity securities |
|
|
— |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
— |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lattus contingent consideration |
|
$ |
— |
|
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Deferred compensation plan |
|
|
— |
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Neo Medical Convertible Loan Agreement and Equity Investment
On October 1, 2020, the Company purchased shares of Neo Medical's preferred stock for consideration of $ million and entered into a Convertible Loan Agreement (the "Convertible Loan") pursuant to which Orthofix loaned Neo Medical CHF million, or $ million at the date of issuance. In April 2024, the Company converted the Convertible Loan into shares of Neo Medical preferred equity securities. On November 14, 2024, the Company sold and transferred all shares of Neo Medical's preferred equity securities for CHF million, or $ million.
|
|
$ |
|
|
Conversion of loan into preferred equity securities |
|
|
|
|
|
|
|
|
Unrealized loss recognized in other expense, net |
|
|
|
|
|
|
( |
) |
Fair value of Neo Medical preferred equity securities at June 30 |
|
$ |
|
|
|
$ |
|
|
Cumulative unrealized loss on Neo Medical preferred equity securities |
|
$ |
|
|
|
$ |
( |
) |
|
|
$ |
|
|
Gain recognized in other comprehensive income |
|
|
— |
|
|
|
|
|
Interest recognized in interest income, net |
|
|
|
|
|
|
|
|
Foreign currency remeasurement recognized in other expense, net |
|
|
|
|
|
|
( |
) |
Expected credit loss recognized in other income, net |
|
|
— |
|
|
|
|
|
Conversion into preferred equity securities |
|
|
— |
|
|
|
( |
) |
Realized foreign currency loss recognized in other expense, net |
|
|
— |
|
|
|
( |
) |
Fair value of Neo Medical Convertible Loan at June 30 |
|
$ |
— |
|
|
$ |
|
|
|
|
|
|
|
|
|
Contractual value of Neo Medical Convertible Loan at June 30 |
|
$ |
— |
|
|
$ |
|
|
Allowance for credit loss recognized in other income (expense), net |
|
|
— |
|
|
|
— |
|
Amortized cost basis of Neo Medical Convertible Loan at June 30 |
|
$ |
— |
|
|
$ |
|
|
Lattus Contingent Consideration
In connection with the merger with SeaSpine Holdings Corporation ("SeaSpine") in 2023 (the "SeaSpine Merger"), the Company assumed a contingent consideration obligation under a purchase agreement between SeaSpine and Lattus Spine LLC ("Lattus") executed in December 2022. Under the terms of this agreement, the Company may be required to make installment payments to Lattus (the "Lattus Contingent Consideration") at certain dates based on future net sales of certain products (the "Lateral Products").
The estimated fair value of the Lattus Contingent Consideration is determined using a Monte Carlo simulation and a discounted cash flow model requiring significant inputs which are not observable in the market. The significant inputs include assumptions related to the timing and probability of launch dates for the Lateral Products, estimated future sales of the Lateral Products, revenue risk-adjusted discount rate, revenue volatility, and discount rates matched to the timing of payments. The following table provides a reconciliation of the beginning and ending balances for the Lattus Contingent Consideration measured at estimated fair value using significant unobservable inputs (Level 3):
|
|
$ |
|
|
Change in fair value recognized in acquisition-related amortization, impairment, and remeasurement |
|
|
( |
) |
|
|
|
|
Lattus Contingent Consideration estimated fair value at June 30 |
|
$ |
|
|
|
$ |
|
|
The estimated fair value of the Lattus Contingent Consideration as of June 30, 2025, was $ million; however, the actual amount ultimately paid could be higher or lower this. As of June 30, 2025, the Company classified the remaining Lattus Contingent Consideration liability of $ million and $ million within other current liabilities and other long-term liabilities, respectively.
|
|
Counterparty discount rates |
|
% - % |
|
|
|
|
|
Revenue risk-adjusted discount rates |
|
% - % |
million shares for agreements that must be settled in shares of the Company's stock. The Company has received notification from one such distributor, who has notified the Company of its decision to exercise its buyout option. The Company is currently in negotiations with this distributor in regard to the consummation of the potential acquisition, which is subject to the distributor satisfying certain conditions. Italian Medical Device Payback ("IMDP")
In 2015, the Italian Parliament introduced rules for entities that supply goods and services to the Italian National Healthcare System. A key provision of the law is a 'payback' measure, requiring medical device companies in Italy to make payments to the Italian government if medical device expenditures exceed regional maximum ceilings. Companies are required to make payments equal to a percentage of expenditures exceeding maximum regional caps.
In the third quarter of 2022, the Italian Ministry of Health provided guidelines to the Italian regions and provinces on seeking payback of expenditure overruns relating to the 2015 through 2018 calendar years. Since receiving the guidelines, several regions and provinces have requested payment from affected medical device companies, including the Company. The Company has taken legal action to dispute the legality of such measures. In July 2024, the Italian Constitutional Court issued two judgments following public hearings on the matter held in May 2024. These judgments (i) declared the payback system itself as constitutionally legitimate and (ii) extended previously communicated reductions in the payback liability for certain fiscal years to all medical device companies, regardless of whether or not they had waived their legal claims on the matter.
The Company accounts for the estimated cost of the IMDP as sales, general, and administrative expense and periodically reassesses the liability based upon current facts and circumstances. As a result, the Company recorded expenses of $ million and $ million for the three and six months ended June 30, 2025, respectively, and expenses of $ million and $ million for the three and six months ended June 30, 2024, respectively. As of June 30, 2025, the Company has accrued $ million related to the IMDP, which it has classified within other long-term liabilities; however, the actual liability could be higher or lower than the amount accrued once all legal proceedings are resolved and upon further clarification of the IMDP by the Italian authorities for more recent fiscal years.
) |
|
$ |
( |
) |
|
$ |
( |
) |
Other comprehensive income |
|
|
|
|
|
|
— |
|
|
|
|
|
Income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at June 30, 2025 |
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
$ |
|
|
|
|
|
% |
Spinal Implants, Biologics, and Enabling Technologies |
|
|
|
|
|
|
|
|
|
|
- |
% |
Global Spine |
|
|
|
|
|
|
|
|
|
|
|
% |
Global Orthopedics |
|
|
|
|
|
|
|
|
|
|
|
% |
Net sales |
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
Bone Growth Therapies |
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
Spinal Implants, Biologics, and Enabling Technologies |
|
|
|
|
|
|
|
|
|
|
- |
% |
Global Spine |
|
|
|
|
|
|
|
|
|
|
|
% |
Global Orthopedics |
|
|
|
|
|
|
|
|
|
|
|
% |
Net sales |
|
$ |
|
|
|
$ |
|
|
|
|
|
% |
Product Sales and Marketing Service Fees
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Marketing service fees |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Product sales primarily consist of the sale of bone growth therapies devices, spinal implants, certain biologics, enabling technologies, and orthopedics products. Marketing service fees are received from MTF Biologics ("MTF") based on total sales of biologics tissues sourced from MTF and relate solely to the Global Spine reporting segment. The Company partners with MTF to provide certain allograft solutions for various spine, orthopedic and other bone repair needs, with this partnership allowing the Company to exclusively market certain biologic offerings.
Accounts receivable and related allowances
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Current period provision for expected credit losses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Write-offs charged against the allowance and other |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Effect of changes in foreign exchange rates |
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
( |
) |
Allowance for expected credit losses ending balance |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
reporting segments: Global Spine and Global Orthopedics. These reporting segments represent the operating segments for which the President and Chief Executive Officer, who is also the Chief Operating Decision Maker ("CODM"), reviews financial information and makes resource allocation decisions among businesses. Corporate activities are comprised of operating expenses not directly identifiable within the two reporting segments, such as human resources, finance, legal, and information technology functions. The Company neither discretely allocates assets, other than goodwill, to its operating segments nor evaluates the operating segments using discrete asset information.
Global Spine
The Global Spine reporting segment offers two primary product categories: (i) Bone Growth Therapies and (ii) Spinal Implants, Biologics, and Enabling Technologies.
The Bone Growth Therapies product category manufactures, distributes, sells, and provides support services for market-leading bone growth stimulation devices that enhance bone fusion. These Class III medical devices are indicated as an adjunctive, noninvasive treatment to improve fusion success rates in the cervical and lumbar spine as well as a therapeutic treatment for non-spinal, appendicular fractures, treating both fresh or nonunion fractures. These products are sold almost exclusively in the U.S., using distributors and direct sales representatives to provide our devices to healthcare providers and their patients.
Spinal Implants, Biologics, and Enabling Technologies comprises (i) a broad portfolio of spine fixation implant products used in surgical procedures of the spine, (ii) one of the most comprehensive biologics portfolios in both the demineralized bone matrix and cellular allograft market segments, and (iii) image-guided surgical solutions to facilitate degenerative, minimally invasive, and complex surgical procedures. Spinal Implants, Biologics, and Enabling Technologies products are sold through a network of distributors and sales representatives to hospitals and healthcare providers on a global basis for Spinal Implants and Enabling Technologies, and primarily within the U.S. for Biologics.
Global Orthopedics
The Global Orthopedics reporting segment offers products and solutions for the underserved limb reconstruction market that encompasses four pillars: deformity correction, limb lengthening, complex fracture management, and limb preservation. This reporting segment specializes in the design, development, and marketing of external and internal fixation orthopedic products that are coupled with enabling digital technologies to serve the complete patient treatment pathway. The Company sells these products worldwide through a global network of distributors and sales representatives to hospitals, healthcare organizations, and healthcare providers.
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Sales, general, and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other segment expenses (benefits) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Depreciation, amortization, and share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange impact |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
SeaSpine merger-related costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Restructuring costs and impairments related to M6 product lines |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related fair value adjustments |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
Interest and loss on investments |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
Litigation and investigation costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Employee retention credit |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
( |
) |
Loss before income taxes |
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Less: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Cost of sales |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Sales, general, and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other segment expenses (benefits) |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
( |
) |
|
|
( |
) |
|
|
( |
) |
Add: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP Depreciation, amortization, and share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Segment Adjusted EBITDA |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
$ |
|
|
|
$ |
( |
) |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Reconciling items: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense, net |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Share-based compensation expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Foreign exchange impact |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SeaSpine merger-related costs |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Strategic investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition-related fair value adjustments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and loss on investments |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Litigation and investigation costs |
|
|
|
|
|
|
|
|
( |
) |
|
|
|
|
|
|
|
|
|
Succession charges |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes |
|
|
|
|
|
|
|
$ |
( |
) |
|
|
|
|
|
|
$ |
( |
) |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Global Orthopedics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Corporate |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Global Spine |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Orthopedics |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Global Orthopedics |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated |
|
|
|
|
|
|
|
|
|
|
|
|
U.S. |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
International |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
The following data includes net sales by geographic area:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
U.S. |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Italy |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
France |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United Kingdom |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Brazil |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Others |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Sales |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
Italy |
|
|
|
|
|
|
|
|
Germany |
|
|
|
|
|
|
|
|
Others |
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Changes in fair value of contingent consideration |
|
|
( |
) |
|
|
|
|
|
|
( |
) |
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Sales, general, and administrative |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
2025 |
|
|
2024 |
|
Stock options |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Market-based stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Time-based restricted stock awards and units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Market-based / performance-based restricted stock units |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock purchase plan |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
During the three months ended June 30, 2025, and 2024, the Company issued million and million shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units. During the six months ended June 30, 2025, and 2024, the Company issued million and million shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units.
% and (%), respectively. For the six months ended June 30, 2025, and 2024, the effective tax rate was (%) and (%), respectively. The primary factors affecting the Company's effective tax rate for the three and six months ended June 30, 2025, were certain losses not benefited and tax amortization on certain acquired intangibles.
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive securities |
|
|
|
|
|
|
|
|
|
|
|
|
Unexercised stock options and stock purchase plan |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Unvested restricted stock units |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Weighted average common shares-diluted |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
There were million and million weighted average outstanding options, time-based restricted stock awards and units, performance-based stock units, and market-based stock units not included in the diluted EPS computation for the three months ended June 30, 2025, and 2024, respectively, and million and million weighted average outstanding options, time-based restricted stock awards and units, performance-based stock units, and market-based stock units not included in the diluted EPS computation for the six months ended June 30, 2025, and 2024, respectively, because inclusion of these awards was anti-dilutive, or, for performance-based stock units and market-based stock units, all necessary conditions had not been satisfied by the end of the respective period.
|
|
$ |
|
|
Impairment of property, plant, and equipment |
Operating expenses |
|
|
|
|
|
|
|
Impairment of developed technology intangible asset |
Acquisition-related amortization, impairment, and remeasurement |
|
— |
|
|
|
|
|
Loss on M6 inventories and long-lived assets held for sale |
$ |
|
|
|
$ |
|
|
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of Orthofix Medical Inc.'s (sometimes referred to as "we," "us" or "our") financial condition and results of operations should be read in conjunction with the discussion under the heading "Forward-Looking Statements" and our condensed consolidated financial statements and related notes thereto appearing elsewhere in this Form 10-Q.
Executive Summary
We are a global medical technology company headquartered in Lewisville, Texas. By providing medical technologies that heal musculoskeletal pathologies, we deliver exceptional experiences and life-changing solutions to patients around the world. We offer a comprehensive portfolio of spinal hardware, bone growth therapies, specialized orthopedic solutions, biologics, and enabling technologies, including the 7D FLASH navigation system. To learn more, visit Orthofix.com and follow on LinkedIn. Information included on our website is not incorporated into, or otherwise creates a part of, this report.
Notable financial metrics in the second quarter of 2025 and recent achievements include the following:
•Second quarter 2025 net sales of $203.1 million, including sales from our M6 artificial cervical and lumbar discs, and pro forma net sales of $200.7 million, excluding sales from our M6 discs, representing an increase of 2% on a reported basis and 4% on a pro forma constant currency basis compared to second quarter 2024
•U.S. Spine Fixation net sales growth of 5% and procedure volume growth of 7% compared to second quarter 2024
•Bone Growth Therapies ("BGT") net sales of $62.6 million, representing growth of 6%, with BGT Fracture net sales growth of 7% compared to second quarter 2024
•Global Orthopedics net sales of $33.3 million, achieving constant currency growth of 5%, and U.S. Orthopedics net sales growth of 28% compared to second quarter 2024
•Initiated global commercial launch of the TrueLok Elevate Transverse Bone Transport ("TBT") System – the first FDA-cleared device for TBT to correct non-unions and bony or soft tissue deformities or defects
•Announced U.S. commercial launch of the Reef L Interbody System – completes Reef interbody product family with a full-spectrum solution for lateral lumbar spinal fusion procedures
•Second quarter 2025 net loss of $(14.1) million on a reported basis; Non-GAAP pro forma adjusted EBITDA of $20.6 million, with pro forma adjusted EBITDA margin expanding approximately 190 basis points compared to reported non-GAAP adjusted EBITDA for the second quarter 2024
•Six consecutive quarters of adjusted EBITDA margin expansion; positive free cash flow of $4.5 million for second quarter 2025
Results of Operations
The following table provides certain items in our condensed consolidated statements of operations as a percent of net sales:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended
June 30, |
|
|
Six Months Ended
June 30, |
|
(Unaudited) |
|
2025
(%) |
|
|
2024
(%) |
|
|
2025
(%) |
|
|
2024
(%) |
|
Net sales |
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
|
|
100.0 |
|
Cost of sales |
|
|
31.3 |
|
|
|
32.2 |
|
|
|
34.2 |
|
|
|
32.3 |
|
Gross profit |
|
|
68.7 |
|
|
|
67.8 |
|
|
|
65.8 |
|
|
|
67.7 |
|
Sales, general, and administrative |
|
|
67.3 |
|
|
|
67.5 |
|
|
|
67.9 |
|
|
|
68.7 |
|
Research and development |
|
|
7.8 |
|
|
|
9.1 |
|
|
|
9.0 |
|
|
|
9.7 |
|
Acquisition-related amortization, impairment, and remeasurement |
|
|
1.5 |
|
|
|
3.7 |
|
|
|
5.3 |
|
|
|
3.3 |
|
Operating loss |
|
|
(7.9 |
) |
|
|
(12.5 |
) |
|
|
(16.4 |
) |
|
|
(14.0 |
) |
Net loss |
|
|
(6.9 |
) |
|
|
(16.8 |
) |
|
|
(16.9 |
) |
|
|
(17.9 |
) |
Net Sales by Product Category and Reporting Segment
Our operations are managed through two reporting segments: Global Spine and Global Orthopedics. The following table provides net sales by product category by reporting segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in millions) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
Constant
Currency
Change |
|
Bone Growth Therapies |
|
$ |
62.6 |
|
|
$ |
59.1 |
|
|
|
5.8 |
% |
|
|
5.8 |
% |
Spinal Implants, Biologics and Enabling Technologies* |
|
|
104.8 |
|
|
|
103.1 |
|
|
|
1.6 |
% |
|
|
1.6 |
% |
Global Spine* |
|
|
167.4 |
|
|
|
162.2 |
|
|
|
3.2 |
% |
|
|
3.2 |
% |
Global Orthopedics |
|
|
33.3 |
|
|
|
30.6 |
|
|
|
8.9 |
% |
|
|
5.3 |
% |
Pro forma net sales* |
|
|
200.7 |
|
|
|
192.8 |
|
|
|
4.1 |
% |
|
|
3.5 |
% |
Impact from discontinuation of M6 product lines |
|
|
2.5 |
|
|
|
5.8 |
|
|
|
(57.5 |
%) |
|
|
(57.8 |
%) |
Reported net sales |
|
$ |
203.1 |
|
|
$ |
198.6 |
|
|
|
2.3 |
% |
|
|
1.7 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in millions) |
|
2025 |
|
|
2024 |
|
|
Change |
|
|
Constant
Currency
Change |
|
Bone Growth Therapies |
|
$ |
117.6 |
|
|
$ |
111.6 |
|
|
|
5.4 |
% |
|
|
5.4 |
% |
Spinal Implants, Biologics and Enabling Technologies* |
|
|
209.1 |
|
|
|
205.4 |
|
|
|
1.8 |
% |
|
|
1.8 |
% |
Global Spine* |
|
|
326.7 |
|
|
|
317.0 |
|
|
|
3.1 |
% |
|
|
3.1 |
% |
Global Orthopedics |
|
|
63.1 |
|
|
|
57.9 |
|
|
|
9.0 |
% |
|
|
8.2 |
% |
Pro forma net sales* |
|
|
389.8 |
|
|
|
374.9 |
|
|
|
4.0 |
% |
|
|
3.9 |
% |
Impact from discontinuation of M6 product lines |
|
|
6.9 |
|
|
|
12.3 |
|
|
|
(44.0 |
%) |
|
|
(43.9 |
%) |
Reported net sales |
|
$ |
396.7 |
|
|
$ |
387.2 |
|
|
|
2.5 |
% |
|
|
2.4 |
% |
* Results above for each of Spinal Implants, Biologics, and Enabling Technologies; Global Spine; and pro forma net sales exclude the impact of the Company's discontinuation of its M6 product lines. As pro forma net sales represent a Non-GAAP measure, see the reconciliation above of the Company's pro forma net sales to its reported figures under U.S. GAAP. The Company's reported figures under U.S. GAAP represent each of the pro forma line items discussed above plus the impact from discontinuation of the M6 product lines shown above.
Global Spine
Global Spine offers the following product categories:
-Bone Growth Therapies, which manufactures, distributes, sells, and provides support services for market-leading devices used adjunctively in high-risk spinal fusion procedures and treats both nonunion and acute fractures in the orthopedic space. Bone Growth Therapies uses distributors and a direct sales channel to sell its devices and provide associated support services to hospitals, healthcare providers, and patients in the U.S.
-Spinal Implants, Biologics, and Enabling Technologies is comprised of a broad portfolio of spine fixation implant products used in surgical procedures of the spine, which includes one of the most comprehensive biologics portfolios in both the demineralized bone matrix and cellular allograft market segments and image-guided surgical solutions to facilitate degenerative, minimally invasive, and complex surgical procedures. Spinal Implants, Biologics, and Enabling Technologies products are sold through a network of distributors and sales representatives to hospitals and healthcare providers on a global basis for Spinal Implants and Enabling Technologies, and primarily within the U.S. for Biologics.
Three months ended June 30, 2025 compared to 2024
Net sales of $169.8 million, an increase of $1.8 million or 1.1%
•Bone Growth Therapies net sales increased $3.4 million, or 5.8%, largely driven by (i) favorable changes in average sales prices, (ii) increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets, and (iii) continued share growth of AccelStim
•Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $1.7 million, or 1.6%, primarily due to increased sales growth from new and existing high-volume distribution partners, particularly within Spinal Implants, which saw growth in its cervical and thoracolumbar franchises; growth in these areas were partially offset by a decline in Biologics net sales
•Net sales from the M6 product lines decreased $3.3 million, or 57.6%, as a result of the announcement and discontinuation of the product lines to focus resources and investment in more profitable growth opportunities
Six months ended June 30, 2025 compared to 2024
Net sales of $333.7 million, an increase of $4.3 million or 1.3%
•Bone Growth Therapies net sales increased $6.0 million, or 5.4%, largely driven by (i) favorable changes in average sales prices, (ii) increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets, and (iii) continued share growth of AccelStim
•Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $3.7 million, or 1.8%, primarily due to increased sales growth from new and existing high-volume distribution partners, particularly within Spinal Implants, which saw growth in each of cervical, interbody, thoracolumbar, and spine fixation franchises; growth in these areas were partially offset by a decline in Biologics net sales
•Net sales from the M6 product lines decreased $5.4 million, or 44.0%, as a result of the announcement and discontinuation of the product lines to focus resources and investment in more profitable growth opportunities
Global Orthopedics
Global Orthopedics offers products and solutions for the underserved limb reconstruction market that encompasses four pillars: deformity correction, limb lengthening, complex fracture management, and limb preservation. Global Orthopedics sells its products through a global network of distributors and sales representatives to hospitals, healthcare organizations, and healthcare providers.
Three months ended June 30, 2025 compared to 2024
Net sales of $33.3 million, an increase of $2.7 million or 8.9% on a reported basis and 5.3% on a constant currency basis
•U.S. growth of $2.1 million, or 27.7%, largely due to investments made in recent product launches, commercial execution within our sales channel, and from growth within our TrueLok and Fitbone product lines
•International sales decreased $0.5 million, or 2.2% on a constant currency basis, primarily driven by large orders made by non-governmental organizations in the prior year partially offset by growth within our TrueLok and Fitbone product lines in Europe
•Increase of $1.1 million due to movement in foreign currency exchange rates, which had a favorable impact on net sales in the quarter
Six months ended June 30, 2025 compared to 2024
Net sales of $63.1 million, an increase of $5.2 million or 9.0% on a reported basis and 8.2% on a constant currency basis
•U.S. growth of $3.0 million, or 18.7%, largely due to investments made in recent product launches, commercial execution within our sales channel, and from growth within our TrueLok, Fitbone, and OSCAR PRO product lines
•International growth of $1.8 million, or 4.3% on a constant currency basis, primarily driven by recent product launches in Europe and timing of certain tender offers and stocking distributor orders
•Increase of $0.4 million due to movement in foreign currency exchange rates, which had a favorable impact on net sales in the quarter
Gross Profit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Net sales |
|
$ |
203,121 |
|
|
$ |
198,620 |
|
|
|
2.3 |
% |
|
$ |
396,767 |
|
|
$ |
387,228 |
|
|
|
2.5 |
% |
Cost of sales |
|
|
63,588 |
|
|
|
63,871 |
|
|
|
(0.4 |
%) |
|
|
135,615 |
|
|
|
125,237 |
|
|
|
8.3 |
% |
Gross profit |
|
$ |
139,533 |
|
|
$ |
134,749 |
|
|
|
3.6 |
% |
|
$ |
261,152 |
|
|
$ |
261,991 |
|
|
|
(0.3 |
%) |
Gross margin |
|
|
68.7 |
% |
|
|
67.8 |
% |
|
|
0.9 |
% |
|
|
65.8 |
% |
|
|
67.7 |
% |
|
|
-1.8 |
% |
Three months ended June 30, 2025 compared to 2024
Gross profit increased $4.8 million
•Increase in gross profit of $3.0 million driven by a reduction of amortization of the inventory fair value step-up recognized in the merger with SeaSpine Holdings Corporation (the "SeaSpine Merger"), which were amortized over the expected sales cycles of the acquired inventory and concluded in December 2024
•Increase in gross profit also driven by net sales growth across all principal product categories and from reduced headcount and overhead costs as a result of our decision to discontinue the M6 product lines
•Partially offset by an increase in inventory reserve expenses of $2.8 million, primarily driven by our decision to discontinue the M6 product lines in order to focus resources and investments on more profitable growth opportunities
Six months ended June 30, 2025 compared to 2024
Gross profit decreased $0.8 million
•Decrease in gross profit of $11.6 million resulting from an increase in inventory reserve expenses, primarily driven by our decision to discontinue the M6 product lines in order to focus resources and investments on more profitable growth opportunities
•Partially offset by increase in gross profit of $6.1 million driven by a reduction of amortization of the inventory fair value step-up recognized in the SeaSpine Merger, which were amortized over the expected sales cycles of the acquired inventory and concluded in December 2024
•Further offset by an increase in gross profit driven by net sales growth across all principal product categories
Sales, General, and Administrative Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Sales, general, and administrative |
|
$ |
136,493 |
|
|
$ |
134,218 |
|
|
|
1.7 |
% |
|
$ |
269,474 |
|
|
$ |
265,909 |
|
|
|
1.3 |
% |
As a percentage of net sales |
|
|
67.2 |
% |
|
|
67.6 |
% |
|
|
(0.4 |
%) |
|
|
67.9 |
% |
|
|
68.7 |
% |
|
|
(0.8 |
%) |
Three months ended June 30, 2025 compared to 2024
Sales, general, and administrative expense increased $2.3 million
•Increase of approximately $4.0 million in compensation related costs, including variable compensation, due to the increase in net sales and from increased headcount
•Increase of $3.9 million associated with certain legal matters, including our ongoing arbitration claims with former executives and the related securities class action complaints
•Partially offset by a decrease of $5.3 million in succession charges as a result of changes made in our executive leadership positions in the prior year
Six months ended June 30, 2025 compared to 2024
Sales, general, and administrative expense increased $3.6 million
•Increase of $7.4 million related to impairments on certain assets and losses incurred as a result of our decision to discontinue the M6 product lines
•Increase of $4.6 million associated with certain legal matters, including our ongoing arbitration claims with former executives and the related securities class action complaints
•Partially offset by a decrease of $6.1 million in succession charges as a result of changes made in our executive leadership positions in the prior year
•Partially offset by a decrease of $2.3 million in integration-related costs, mostly stemming from severance expenses and professional fees incurred in the prior year
Research and Development Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Research and development |
|
$ |
15,934 |
|
|
$ |
18,049 |
|
|
|
(11.7 |
%) |
|
$ |
35,700 |
|
|
$ |
37,541 |
|
|
|
(4.9 |
%) |
As a percentage of net sales |
|
|
7.8 |
% |
|
|
9.1 |
% |
|
|
(1.3 |
%) |
|
|
9.0 |
% |
|
|
9.7 |
% |
|
|
(0.7 |
%) |
Three months ended June 30, 2025 compared to 2024
Research and development expense decreased $2.1 million
•Primarily due to synergies achieved of around $2.5 million in comparison to the second quarter of 2024 as a result of our recent restructuring activities, mostly related to headcount, professional fees, and reduced spend for clinical studies as a result of our decision to discontinue the M6 product lines
•Partially offset by an increase in legal settlement expenses of $0.5 million
Six months ended June 30, 2025 compared to 2024
Research and development expense decreased $1.8 million
•Primarily due to synergies achieved of around $6.0 million in comparison to 2024 as a result of our recent restructuring activities, mostly related to headcount, professional fees, and reduced spend for clinical studies as a result of our decision to discontinue the M6 product lines
•Further driven by a reduction of $0.7 million in costs to comply with the European Union Medical Device Regulations
•Partially offset by $3.7 million related to the impairments associated with our discontinuation of the M6 product lines and other organizational restructuring activities
•Partially offset by an increase in legal settlement expenses of $0.5 million
Acquisition-related Amortization, Impairment, and Remeasurement
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Acquisition-related amortization, impairment, and remeasurement |
|
$ |
3,109 |
|
|
$ |
7,388 |
|
|
|
(57.9 |
%) |
|
$ |
20,854 |
|
|
$ |
12,784 |
|
|
|
63.1 |
% |
As a percentage of net sales |
|
|
1.5 |
% |
|
|
3.7 |
% |
|
|
(2.2 |
%) |
|
|
5.3 |
% |
|
|
3.2 |
% |
|
|
2.1 |
% |
Acquisition-related amortization, impairment, and remeasurement consists of (i) amortization and impairment related to intangible assets acquired through business combinations or asset acquisitions and (ii) remeasurement of related contingent consideration arrangements, which are recognized immediately upon acquisition.
Three months ended June 30, 2025 compared to 2024
Acquisition-related amortization, impairment, and remeasurement decreased $4.3 million
•Decrease of $3.8 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the SeaSpine Merger
•Decrease of $0.4 million in amortization expense of acquired intangibles, primarily as a result of our decision in the first quarter of 2025 to discontinue the M6 product lines and other product portfolio decisions
Six months ended June 30, 2025 compared to 2024
Acquisition-related amortization, impairment, and remeasurement increased $8.1 million
•Increase of $13.7 million in amortization and impairment expense of acquired intangibles, primarily associated with the impairment of certain acquired intangible assets as a result of the discontinuation of the M6 product lines and other product portfolio decisions
•Partially offset by a decrease of $5.6 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the SeaSpine Merger
Non-operating Income and Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Interest expense, net |
|
$ |
(3,950 |
) |
|
$ |
(4,943 |
) |
|
|
(20.1 |
%) |
|
$ |
(8,456 |
) |
|
$ |
(9,501 |
) |
|
|
(11.0 |
%) |
Other income/(expense), net |
|
|
5,730 |
|
|
|
(2,510 |
) |
|
|
(328.3 |
%) |
|
|
6,976 |
|
|
|
(3,784 |
) |
|
|
(284.4 |
%) |
Three months ended June 30, 2025 compared to 2024
Interest expense, net decreased $1.0 million
•Favorable change of $0.8 million associated with interest earned associated with certain Employee Retention Credit refunds received during the second quarter of 2025
•Favorable change of $0.3 million attributable to a decrease in interest expense resulting from the amortization of debt issuance costs
Other income (expense), net increased $8.2 million
•Favorable change of $3.6 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement gain of $2.7 million in the second quarter of 2025 compared to a loss of $0.9 million in the second quarter of 2024
•Increase of $2.8 million associated with the receipt of Employee Retention Credit refunds received during the second quarter of 2025
•Increase of $1.4 million associated with the impairment of certain investments measured at fair value in the prior year
Six months ended June 30, 2025 compared to 2024
Interest expense, net decreased $1.0 million
•Favorable change of $0.8 million associated with interest earned associated with certain Employee Retention Credit refunds received during the second quarter of 2025
•Favorable change of $0.7 million attributable to a decrease in interest expense resulting from the amortization of debt issuance costs
•Partially offset by a decrease of $0.3 million of interest income as a result of the conversion of our former convertible loan with Neo Medical into preferred equity securities in the second quarter of 2024
Other income (expense), net increased $10.8 million
•Favorable change of $6.2 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement gain of $3.8 million in 2025 compared to a loss of $2.4 million in 2024
•Increase of $2.8 million associated with the receipt of Employee Retention Credit refunds received during the second quarter of 2025
•Increase of $1.4 million associated with the impairment of certain investments measured at fair value in the prior year
Income Taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30, |
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
% Change |
|
|
2025 |
|
|
2024 |
|
|
% Change |
|
Income tax (benefit) expense |
|
$ |
(142 |
) |
|
$ |
1,084 |
|
|
|
(113.1 |
%) |
|
$ |
819 |
|
|
$ |
1,935 |
|
|
|
(57.7 |
%) |
Effective tax rate |
|
|
1.0 |
% |
|
|
(3.3 |
%) |
|
|
4.3 |
% |
|
|
(1.2 |
%) |
|
|
(2.9 |
%) |
|
|
1.7 |
% |
Three months ended June 30, 2025 compared to 2024
•The decrease in tax expense compared to the prior year period is primarily due to decreased tax on foreign operations and tax benefit related to certain long-lived intangible assets
•The primary factor affecting our tax expense for the second quarter of 2025 compared to the prior year period was tax amortization on certain acquired intangibles and financial statement losses not benefitted
Six months ended June 30, 2025 compared to 2024
•The decrease in tax expense compared to the prior year period is primarily due to decreased tax on foreign operations and tax benefit related to certain long-lived intangible assets
•The primary factor affecting our tax expense for the second quarter of 2025 compared to the prior year period was tax amortization on certain acquired intangibles and financial statement losses not benefitted
Liquidity and Capital Resources
Cash, cash equivalents, and restricted cash at June 30, 2025, totaled $68.7 million compared to $85.7 million at December 31, 2024. The following table presents the net change in cash, cash equivalents, and restricted cash for the six months ended June 30, 2025, and 2024, respectively:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
Net cash used in operating activities |
|
$ |
(6,752 |
) |
|
$ |
(9,611 |
) |
|
$ |
2,859 |
|
Net cash used in investing activities |
|
|
(13,833 |
) |
|
|
(20,583 |
) |
|
|
6,750 |
|
Net cash provided by financing activities |
|
|
1,989 |
|
|
|
21,678 |
|
|
|
(19,689 |
) |
Effect of exchange rate changes on cash |
|
|
1,547 |
|
|
|
(375 |
) |
|
|
1,922 |
|
Net change in cash and cash equivalents |
|
$ |
(17,049 |
) |
|
$ |
(8,891 |
) |
|
$ |
(8,158 |
) |
The following table presents free cash flow, a non-GAAP financial measure, which is calculated by subtracting capital expenditures from net cash from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six Months Ended June 30, |
|
(Unaudited, U.S. Dollars, in thousands) |
|
2025 |
|
|
2024 |
|
|
Change |
|
Net cash used in operating activities |
|
$ |
(6,752 |
) |
|
$ |
(9,611 |
) |
|
$ |
2,859 |
|
Capital expenditures |
|
|
(13,845 |
) |
|
|
(20,533 |
) |
|
|
6,688 |
|
Free cash flow |
|
$ |
(20,597 |
) |
|
$ |
(30,144 |
) |
|
$ |
9,547 |
|
Operating Activities
Cash flows from operating activities increased $2.9 million
•Favorable change in net loss of $2.3 million
•Favorable change of $6.9 million associated with non-cash gains and losses, such as depreciation and amortization, inventory reserve expenses, the amortization of the inventory fair value step-up recognized in the SeaSpine Merger, remeasurement of contingent consideration obligations, and share-based compensation expense
•Unfavorable change of $6.3 million relating to changes in working capital accounts, primarily attributable to changes in other current assets and accounts receivable
Two of our primary working capital accounts are accounts receivable and inventory. Days sales in receivables were 58 days at June 30, 2025, compared to 57 days at June 30, 2024 (calculated using second quarter net sales and ending accounts receivable). Inventory turns improved to 1.5 times as of June 30, 2025 compared to 1.2 times as of June 30, 2024 (calculated using trailing twelve-month cost of goods sold and ending net inventories).
Investing Activities
Cash flows used in investing activities decreased $6.8 million
•Decrease in spend of $6.7 million in capital expenditures
Financing Activities
Cash flows from financing activities decreased $19.7 million
•Decrease of $25.0 million associated with net borrowing activities related to our credit facilities
•Partially offset by an increase of $3.5 million in net proceeds from the issuance of common shares
•Further offset by a favorable change of $1.9 million in debt issuance costs associated with our credit facilities
Credit Facilities
On November 7, 2024, we entered into a $275.0 million secured credit agreement (the "Credit Agreement") with Oxford Finance LLC, as administrative agent and as collateral agent ("Oxford") and certain lenders party thereto, including Oxford, K2 HealthVentures LLC, and HSBC Ventures USA Inc. Certain of our foreign subsidiaries joined the Credit Agreement as guarantors shortly after the signing date. The Credit Agreement provides for a $160.0 million senior secured term loan (the "Initial Term Loan") and a $65.0 million senior secured delayed draw term loan facility (the "Term B Loan"). Draws under the Term B Loan are at our option from January 1, 2025 through June 30, 2026, subject to, among other conditions, our continued compliance with a pro-forma total debt-to-EBITDA leverage ratio of less than 4.0x. EBITDA is a non-GAAP financial measure which represents earnings before interest income (expense), income taxes, depreciation, amortization, and other negotiated addbacks and adjustments. In addition, at Oxford's discretion, an additional $50.0 million of draw capacity is available through January 1, 2029 (the "Term C Loan" and, together with the Term B Loan, the "Delayed Draw Term Loans" and collectively with the Initial Term Loan, the "Credit Facilities"). The Initial Term Loan and Delayed Draw Term Loans, to the extent ultimately drawn, will each mature in November 2029, following an interest-only payment period ending December 2028, and monthly amortization of principal and accrued interest between January 2029 and November 2029.
The Credit Agreement contains financial covenants requiring us to maintain a minimum level of liquidity at all times and to maintain a maximum total debt-to-EBITDA leverage ratio (measured on a quarterly basis) during the term of the facility. As of June 30, 2025, we were in compliance with all required financial covenants.
As of June 30, 2025, we had $160.0 million of outstanding borrowings under the Credit Agreement related to the Initial Term Loan. We have not made any borrowings under the Delayed Draw Term Loans as of June 30, 2025.
As of June 30, 2025, we had no borrowings on our available lines of credit in Italy, which provide up to an aggregate amount of €5.5 million ($6.5 million).
Other
For information regarding contingencies, see Note 7 to the Notes to the Unaudited Condensed Consolidated Financial Statements contained herein.
Lattus Spine LLC ("Lattus") Contingent Consideration
Under the terms of a contingent consideration obligation in a purchase agreement assumed in the SeaSpine Merger, we may be required to make installment payments at certain dates based on future net sales of certain products (the "Lateral Products"). The estimated fair value of the contingent consideration arrangement as of June 30, 2025, was $14.0 million; however, the actual amount ultimately paid could be higher or lower than the estimated fair value of the contingent consideration. As of June 30, 2025, we classified the remaining contingent consideration liability of $10.5 million and $3.5 million within other current liabilities and
other long-term liabilities, respectively. For additional discussion of this matter, see Note 6 of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Off-balance Sheet Arrangements
As of June 30, 2025, we did not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, cash flows, liquidity, capital expenditures or capital resources that are material to investors.
Contractual Obligations
There have been no material changes in any of our material contractual obligations as disclosed in our Form 10-K for the year ended December 31, 2024.
Critical Accounting Estimates
Our discussion of operating results is based upon the condensed consolidated financial statements and accompanying notes. The preparation of these statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Our critical accounting estimates are described in Item 7 of our Annual Report on Form 10-K for the year ended December 31, 2024. There have been no significant changes to our critical accounting estimates during the quarter covered by this report.
Recently Issued Accounting Pronouncements
See Note 2 of the Notes to the Unaudited Condensed Consolidated Financial Statements for detailed information regarding the status of recently issued or adopted accounting pronouncements.
Non-GAAP Financial Measures
We believe that providing non-GAAP financial measures that exclude certain items provides investors with greater transparency to the information used by senior management in its financial and operational decision-making. We believe it is important to provide investors with the same non-GAAP financial measures used to supplement information regarding the performance and underlying trends of our business operations to facilitate comparisons to historical operating results and internally evaluate the effectiveness of our operating strategies. Disclosure of these non-GAAP financial measures also facilitates comparisons of our underlying operating performance with other companies in the industry that also supplement their U.S. GAAP results with non-GAAP financial measures.
The non-GAAP financial measures used in this filing may have limitations as analytical tools and should not be considered in isolation or as a replacement for U.S. GAAP financial measures. Some limitations associated with the use of these non-GAAP financial measures are that they exclude items that reflect an economic cost that can have a material effect on cash flows.
Constant Currency
Constant currency is calculated by using foreign currency rates from the comparable, prior year period to present net sales at comparable rates. Constant currency can be presented for numerous U.S. GAAP measures but is most commonly used by management to analyze net sales without the impact of changes in foreign currency rates.
Free Cash Flow
Free cash flow is calculated by subtracting capital expenditures from net cash from operating activities. Management uses free cash flow as an important indicator of how much cash is generated or used by our normal business operations, including capital expenditures. Management uses free cash flow as a measure of progress on its capital efficiency and cash flow initiatives.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes to our market risks as disclosed in our Form 10-K for the year ended December 31, 2024.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted under the Exchange Act are recorded, processed, summarized, and reported within the time periods specified in the SEC's rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to management, including our Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of the Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2025. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of June 30, 2025.
Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting that occurred during the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal proceedings, see Note 7 to the Notes to the Unaudited Condensed Consolidated Financial Statements contained herein, which is incorporated by reference into this Part II, Item 1.
Item 1A. Risk Factors
There have been no material changes from the risk factors disclosed in "Part I, Item 1A. Risk Factors" in our Form 10-K for the year ended December 31, 2024.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We have not made any repurchases of our common stock during the second quarter of 2025.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
During the last fiscal quarter, none of our (as defined in Rule 16a-1(f) of the Exchange Act) , or any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any "non-Rule 10b5-1 trading arrangement."
Item 6. Exhibits
* Filed herewith.
† Certain private and confidential portions of this exhibit that are not material were omitted by means of redacting a portion of the text and replacing it with a bracketed asterisk.
# Furnished herewith.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
|
|
|
|
|
ORTHOFIX MEDICAL INC. |
|
|
Date: August 5, 2025 |
By: |
|
/s/ MASSIMO CALAFIORE |
|
Name: |
|
Massimo Calafiore |
|
Title: |
|
President and Chief Executive Officer |
|
|
|
|
Date: August 5, 2025 |
By: |
|
/s/ JULIE ANDREWS |
|
Name: |
|
Julie Andrews |
|
Title: |
|
Chief Financial Officer |
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