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Orthofix Medical Inc.

For the period ended Jun 30, 2025. Filed Aug 5, 2025.

View on SEC.gov

About this filing

A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.

Jun 30, 2025 · Filed Aug 5, 2025

OFIX$7.87-11.8%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2025-03-31; filed 2025-05-06.

0000950170-25-063956

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Current report: 10-Q

Period ended 2025-06-30; filed 2025-08-05.

0000950170-25-102384

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

The baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.

Compared 101 previous paragraphs and 138 current paragraphs.

50 unchanged; 40 reworded; 33 added; 11 removed; 0 previous and 15 current paragraphs rearranged.

Tables are not compared: 10 previous and 11 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.

A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.

Added paragraphs (33)

Current report

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

Current report

Six consecutive quarters of adjusted EBITDA margin expansion; positive free cash flow of $4.5 million for second quarter 2025

Current report

Net sales of $169.8 million, an increase of $1.8 million or 1.1%

Current report

Net sales of $333.7 million, an increase of $4.3 million or 1.3%

Current report

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

Current report

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

Current report

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

Current report

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

Current report

Further offset by an increase in gross profit driven by net sales growth across all principal product categories

Current report

Sales, general, and administrative expense increased $2.3 million

Current report

Increase of approximately $4.0 million in compensation related costs, including variable compensation, due to the increase in net sales and from increased headcount

Current report

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

Current report

Sales, general, and administrative expense increased $3.6 million

Current report

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

Current report

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

Current report

Partially offset by an increase in legal settlement expenses of $0.5 million

Current report

Partially offset by an increase in legal settlement expenses of $0.5 million

Current report

Acquisition-related amortization, impairment, and remeasurement decreased $4.3 million

Current report

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

Current report

Acquisition-related amortization, impairment, and remeasurement increased $8.1 million

Current report

Favorable change of $0.8 million associated with interest earned associated with certain Employee Retention Credit refunds received during the second quarter of 2025

Current report

Increase of $2.8 million associated with the receipt of Employee Retention Credit refunds received during the second quarter of 2025

Current report

Increase of $1.4 million associated with the impairment of certain investments measured at fair value in the prior year

Current report

Favorable change of $0.8 million associated with interest earned associated with certain Employee Retention Credit refunds received during the second quarter of 2025

Current report

Increase of $2.8 million associated with the receipt of Employee Retention Credit refunds received during the second quarter of 2025

Current report

Increase of $1.4 million associated with the impairment of certain investments measured at fair value in the prior year

Current report

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

Current report

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

Current report

Cash flows used in investing activities decreased $6.8 million
Removed paragraphs (11)

Previous report

Net sales of $163.8 million, an increase of $2.5 million or 1.6%

Previous report

Net sales of $29.8 million, an increase of $2.5 million or 9.1% on a reported basis and 11.5% on a constant currency basis

Previous report

Sales, general, and administrative expense increased $1.3 million

Previous report

Acquisition-related amortization, impairment, and remeasurement increased $12.3 million

Previous report

Partially offset by a decrease of $0.3 million associated with the reversal of expected credit losses recognized on the Neo Medical convertible loan in the first quarter of 2024

Previous report

Favorable change of $18.3 million associated with non-cash gains and losses, primarily related to depreciation and amortization expenses including the impairment of tangible and intangible assets associated with the discontinuation of the M6 product lines

Previous report

Cash flows from investing activities increased $4.1 million

Previous report

On December 29, 2022, we entered into a technology assignment and royalty agreement with Legion Innovations, LLC, a U.S.-based medical device technology company, whereby we acquired intellectual property rights to certain assets. As consideration, we paid $0.2 million in January 2023, with additional payments contingent upon reaching future commercialization and revenue-based milestones.
Reworded paragraphs (40)

Previous wording

Notable financial metrics in the first quarter of 2025 and recent achievements include the following:

Current wording

Notable financial metrics in the second quarter of 2025 and recent achievements include the following:

Previous wording

First quarter 2025 net sales of $193.6 million, including sales from our M6 artificial cervical and lumbar discs, and pro forma net sales of $189.2 million, excluding sales from our M6 discs, representing an increase of 3% on a reported basis and 4% on a pro forma constant currency basis compared to first quarter 2024

Current wording

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

Previous wording

U.S. Spine Fixation net sales growth of 4% compared to first quarter 2024

Current wording

U.S. Spine Fixation net sales growth of 5% and procedure volume growth of 7% compared to second quarter 2024

Previous wording

Bone Growth Therapies ("BGT") net sales of $55.1 million, representing growth of 5%, with BGT Fracture net sales growth of 6% compared to first quarter 2024

Current wording

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

Previous wording

Global Orthopedics net sales of $29.8 million, achieving constant currency growth of 11%, and U.S. Orthopedics net sales growth of 10% compared to first quarter 2024

Current wording

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

Previous wording

Received 510(k) clearance and CE Mark for 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

Current wording

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

Previous wording

First quarter 2025 net loss of $(53.1) million on a reported basis; Non-GAAP pro forma adjusted EBITDA of $11.4 million, with pro forma adjusted EBITDA margin expanding approximately 200 basis points compared to reported non-GAAP adjusted EBITDA for the first quarter 2024

Current wording

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

Previous wording

Bone Growth Therapies net sales increased $2.6 million, or 4.9%, 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

Current wording

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

Previous wording

Net sales from the M6 product lines decreased $2.1 million, or 31.9%, as a result of the announcement and discontinuation of the product lines to focus resources and investment in more profitable growth opportunities

Current wording

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

Previous wording

Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $2.0 million, or 2.0%, 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, spine fixation franchises; growth in these areas were partially offset by a decline in Biologics net sales

Current wording

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

Previous wording

Decrease of $0.6 million due to movement in foreign currency exchange rates, which had an unfavorable impact on net sales in the quarter

Current wording

Increase of $1.1 million due to movement in foreign currency exchange rates, which had a favorable impact on net sales in the quarter

Previous wording

U.S. growth of $0.8 million, or 10.1%, largely due to investments made in recent product launches, commercial execution within our sales channel, and from growth within our OSCAR PRO product line

Current wording

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

Previous wording

International growth of $1.7 million, or 12.1% on a constant currency basis, primarily driven by recent product launches in Europe and timing of certain tender offers and stocking distributor orders

Current wording

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

Previous wording

Partially offset by an 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

Current wording

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

Previous wording

Decrease in gross profit of $8.9 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

Current wording

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

Previous wording

Partially offset by a decrease of $2.2 million in succession charges as a result of changes made in our executive leadership positions in the prior year

Current wording

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

Previous wording

Increase of $3.3 million related to impairments on certain assets recorded in the first quarter of 2025 as a result of our decision to discontinue the M6 product lines

Current wording

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

Previous wording

Partially offset by synergies achieved of over $2.5 million in comparison to the first quarter of 2024 as a result of our recent restructuring activities, mostly related to headcount, professional fees, clinical studies for the M6 product lines, and certain product development costs

Current wording

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

Previous wording

Further offset by a decrease of $0.6 million in costs to comply with the European Union Medical Device Regulations

Current wording

Further driven by a reduction of $0.7 million in costs to comply with the European Union Medical Device Regulations

Previous wording

Increase of $3.6 million related to the impairments associated with our discontinuation of the M6 product lines and other organizational restructuring activities

Current wording

Partially offset by $3.7 million related to the impairments associated with our discontinuation of the M6 product lines and other organizational restructuring activities

Previous wording

Acquisition-related amortization, impairment, and remeasurement consists of (i) amortization 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.

Current wording

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.

Previous wording

Increase of $14.1 million associated with the impairment of certain acquired intangible assets as a result of the discontinuation of the M6 product lines

Current wording

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

Previous wording

Partially offset by a decrease of $1.8 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the SeaSpine Merger

Current wording

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

Previous wording

Favorable change of $2.7 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement gain of $1.0 million in the first quarter of 2025 compared to a loss of $1.6 million in the first quarter of 2024

Current wording

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

Previous wording

Partially offset by an unfavorable change of $0.2 million as a result of the conversion of our former convertible loan with Neo Medical into preferred equity securities in the second quarter of 2024, which were then sold in the fourth quarter of 2024

Current wording

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

Previous wording

The increase in tax expense compared to the prior year period was primarily related to tax on international operations

Current wording

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

Previous wording

The primary factor affecting our tax expense for the first quarter of 2025 was tax amortization on certain acquired intangibles

Current wording

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

Previous wording

Cash, cash equivalents, and restricted cash at March 31, 2025, totaled $60.5 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 three months ended March 31, 2025, and 2024, respectively:

Current wording

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:

Previous wording

Cash flows from operating activities increased $0.2 million

Current wording

Cash flows from operating activities increased $2.9 million

Previous wording

Unfavorable change in net loss of $17.1 million, primarily as a result of certain impairments and inventory-related charges recorded in the first quarter of 2025 as a result of our decision to discontinue the M6 product lines

Previous wording

Unfavorable change of $1.0 million relating to changes in working capital accounts, primarily attributable to changes in inventories, prepaid expenses and other current assets, long-term assets, other current liabilities, and long-term liabilities

Current wording

Unfavorable change of $6.3 million relating to changes in working capital accounts, primarily attributable to changes in other current assets and accounts receivable

Previous wording

Two of our primary working capital accounts are accounts receivable and inventory. Days sales in receivables were 61 days at March 31, 2025, and 2024 (calculated using first quarter net sales and ending accounts receivable). Inventory turns improved to 1.5 times as of March 31, 2025 compared to 1.2 times as of March 31, 2024 (calculated using trailing twelve month cost of goods sold and ending net inventories).

Current wording

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).

Previous wording

Cash flows from financing activities decreased $22.1 million

Current wording

Cash flows from financing activities decreased $19.7 million

Previous wording

Partially offset by an increase of $1.9 million in net proceeds from the issuance of common shares

Current wording

Partially offset by an increase of $3.5 million in net proceeds from the issuance of common shares

Previous wording

Further offset by a favorable change of $1.0 million in debt issuance costs associated with our credit facilities

Current wording

Further offset by a favorable change of $1.9 million in debt issuance costs associated with our credit facilities

Previous wording

As of March 31, 2025, we had no borrowings on our available lines of credit in Italy, which provide up to an aggregate amount of €5.5 million ($5.9 million).

Current wording

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).

Previous wording

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 March 31, 2025, was $14.8 million; however, the actual amount ultimately paid could be higher or lower than the estimated fair value of the contingent consideration. As of March 31, 2025, we classified the remaining contingent consideration liability of $6.7 million and $8.1 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.

Current wording

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.
Rearranged current paragraphs (15)

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Increase of $0.4 million due to movement in foreign currency exchange rates, which had a favorable impact on net sales in the quarter

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

Decrease of $3.8 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the SeaSpine Merger

Current report — wording carried from elsewhere

Interest expense, net decreased $1.0 million

Current report — wording carried from elsewhere

Favorable change of $0.7 million attributable to a decrease in interest expense resulting from the amortization of debt issuance costs

Current report — wording carried from elsewhere

Other income (expense), net increased $10.8 million

Current report — wording carried from elsewhere

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

Current report — wording carried from elsewhere

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