Orthofix Medical Inc.
For the period ended Dec 31, 2025. Filed Feb 24, 2026.
View on SEC.govAbout this filing
A company's yearly report to the SEC, with audited financial statements. It is the fullest account a company gives of its business, its finances and the risks it sees.
FY2025 · Filed Feb 24, 2026
OFIX$7.87-11.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-K
Period ended 2024-12-31; filed 2025-02-25.
0000950170-25-026066
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-K
Period ended 2025-12-31; filed 2026-02-24.
0001193125-26-065189
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe 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 172 previous paragraphs and 173 current paragraphs.
75 unchanged; 63 reworded; 33 added; 32 removed; 2 previous and 2 current paragraphs rearranged.
Tables are not compared: 10 previous and 10 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
In February 2025, we announced our intent to discontinue our M6-C artificial cervical disc and M6-L artificial lumbar disc product lines (together, the "M6 artificial discs" or "M6 product lines") in order to allocate associated resources and investments to more profitable growth opportunities. All pro forma measures contained within this discussion of our operating results exclude the impact of this decision to discontinue the product lines.
Current report
Net sales of $822.3 million, including sales from our M6 artificial cervical and lumbar discs, and pro forma net sales of $811.9 million, excluding net sales from our M6 discs, representing an increase of 2.9% on a reported basis and 4.1% on a pro forma constant currency basis compared to the prior year
Current report
Global Spine Fixation net sales growth of 10.1% on both a reported and pro forma constant currency basis over the prior year, inclusive of U.S. Spine Fixation net sales growth of 5.5% compared to prior year
Current report
Bone Growth Therapies ("BGT") net sales of $247.2 million, representing growth of 5.9% compared to the prior year
Current report
Global Limb Reconstruction net sales of $134.7 million, representing growth of 8.4% on a reported basis and 5.3% on a constant currency basis over the prior year, inclusive of U.S. Limb Reconstruction growth of 15.8% compared to the prior year
Current report
Net sales increased $12.3 million or 1.8%
Current report
Net sales from the M6 product lines decreased $13.0 million, or 55.4%, as a result of the announcement and discontinuation of the product lines in 2025 to focus resources and investments in more profitable growth opportunities
Current report
Global Limb Reconstruction 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 Limb Reconstruction sells its products through a global network of distributors and sales representatives to hospitals, healthcare organizations, and healthcare providers.
Current report
Net sales increased $10.5 million, or 8.4% on a reported basis and 5.3% on a constant currency basis
Current report
International growth of $1.2 million, or 1.4% on a constant currency basis, primarily driven by sales from new products launched in the past three years and partially offset by large orders made by NGOs in the prior year
Current report
Gross profit increased $20.1 million, or 3.7%
Current report
Partially offset by a decrease in gross profit of $4.6 million resulting from increased 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 report
Sales, general, and administrative expense increased $21.8 million
Current report
Increase of $17.6 million associated with certain legal matters, including ongoing arbitration proceedings with former executives and related securities class action and shareholder derivative complaints
Current report
Increase of $10.1 million related to impairments of certain assets, restructuring costs, and losses incurred as a result of our decision to discontinue the M6 product lines
Current report
Increase of $4.1 million in certain compensation related costs, including commissions, due to increased headcount and net sales
Current report
Partially offset by a decrease of $9.9 million in succession charges and share-based compensation expense, primarily as a result of changes made in our executive leadership positions in the prior year
Current report
Decrease of $3.5 million as a result of our decision to discontinue the M6 product lines, with this decrease primarily attributable to decreases in compensation costs, clinical studies, and other product development costs
Current report
Decrease of approximately $3.2 million in other employee compensation and benefit costs, including share-based compensation expense, as a result of recent integration and restructuring activities
Current report
Acquisition-related Amortization, Impairment, and Remeasurement
Current report
Increase of $11.0 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
Current report
Non-operating Income (Expense)
Current report
Interest expense, net, decreased $12.1 million
Current report
Favorable change of $0.9 million resulting from interest earned on certain Employee Retention Credit refunds received during 2025
Current report
Other income (expense), net, increased $17.7 million
Current report
Favorable change of $5.1 million, related to impairments totaling $6.8 million on certain investments measured at fair value in prior year and partially offset by a $1.7 million gain recognized in the prior year upon conversion of the Neo Medical convertible loan into shares of equity
Current report
Favorable change of $4.8 million from the receipt of Employee Retention Credit refunds received during 2025
Current report
Increase of $1.4 million associated with statute expirations on uncertain tax positions in 2024 not recurring in 2025
Current report
Decrease of $4.0 million associated with contingent consideration payments
Current report
Further offset by a favorable change of $3.1 million in debt issuance costs associated with our credit facilities
Current report
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 December 31, 2025, we were in compliance with all required financial covenants.
Current report
Enabling technologies revenue is primarily comprised of sales of our 7D Flash Navigation Systems and related instruments to hospitals, healthcare providers, and stocking distributors. Revenue is typically recognized from these sales upon installation of the system at the site of the purchasing hospital or upon shipment to a stocking distributor and receipt of a confirming purchase order, as this represents the point in time when our performance obligation has been satisfied.
Current report
Certain of our outstanding stock options contain market-based vesting conditions. The fair value of the market-based stock options is determined at the date of the grant using the Monte Carlo valuation methodology. The Monte Carlo methodology incorporates into the valuation the possibility that the market condition may not be satisfied. Such value is recognized over the three-year service period, net of actual forfeitures.
Removed paragraphs (32)
Previous report
Net sales were $799.5 million, an increase of 7.1% on both a reported and constant currency basis
Previous report
U.S. Spine Fixation net sales growth of 14.2% compared to prior year, driven by distribution expansion and further penetration in existing accounts
Previous report
Bone Growth Therapies growth of 9.8% and Bone Growth Therapies Fracture growth of 13.0% compared to prior year
Previous report
U.S. Spinal Implants, Biologics, and Enabling Technologies growth of 7.0% compared to prior year
Previous report
U.S. Orthopedics net sales growth of 16.4% compared to prior year
Previous report
Entered into record number of 7D FLASH Navigation System placements for full year 2024
Previous report
Entered into new $275.0 million credit facility that replaces existing financing and further optimized our capital structure to support long-term profitable growth
Previous report
Net sales increased $44.0 million or 7.0%
Previous report
Global Orthopedics offers products and solutions that allow physicians to successfully treat a variety of orthopedic conditions specifically related to limb reconstruction and deformity correction unrelated to the spine. Global Orthopedics distributes its products world-wide through a network of distributors and sales representatives to sell orthopedic products to hospitals and healthcare providers.
Previous report
Net sales increased $8.9 million, or 7.7% on a reported basis and 7.9% on a constant currency basis
Previous report
International growth of $4.3 million, or 5.0% on a constant currency basis, driven by recent product launches in Europe and offset by the timing of certain tender offers and stocking distributor orders
Previous report
Gross profit increased $59.6 million, or 12.3%
Previous report
Sales, general, and administrative expense increased $2.1 million
Previous report
Increase of $16.0 million in variable compensation expenses, including commissions, largely resulting from changes in sales volume and sales mix
Previous report
Increase of $7.3 million in depreciation expense primarily related to an increase in deployed instrumentation to support increased sales demand
Previous report
Increase of $7.0 million in succession charges as a result of recent changes in executive leadership positions
Previous report
Partially offset by a decrease of integration-related expenses of $16.2 million primarily comprised of professional fees, advisor fees, and severance and retention costs
Previous report
Further offset by a decrease in sales, general, and administrative costs of over $10.0 million as a result of the realization of synergies, primarily related to compensation costs, professional fees, and share-based compensation expense
Previous report
Decrease of $2.2 million related to merger and integration-related expenses, primarily related to severance and retention costs. In addition, research and development expenses were further reduced by the realization of Merger-related synergies
Previous report
Partially offset by an increase in certain product development and clinical expenses
Previous report
Acquisition-related Amortization and Remeasurement
Previous report
Non-operating Expense
Previous report
Interest expense, net, increased $21.0 million
Previous report
Unfavorable change of $13.3 million attributable to an increase in outstanding indebtedness compared to prior year
Previous report
Other expense, net, increased $8.7 million
Previous report
Unfavorable change of $2.5 million associated with gains and losses recognized on certain investments measured at fair value
Previous report
Income tax expense increased by $0.7 million
Previous report
Partially offset by a decrease of $29.4 million attributable to cash acquired as a result of the Merger in 2023
Previous report
Decrease of $1.3 million in debt issuance costs associated with the Credit Agreement with Oxford Finance LLC
Previous report
Borrowings under the Credit Facilities bear interest at a percentage rate equal to the greater of 8.75% or 5.75% plus the one-month term SOFR rate. A facility fee equal to 1.5% of each applicable funded loan tranche is due at the time of funding of such respective tranche, and a 0.5% unused line fee is payable annually on the Term B Loan.
Previous report
Legion Innovations, LLC Asset Acquisition
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 (63)
Previous wording
The following discussion and analysis of our financial condition and result of operations should be read in conjunction with "Forward-Looking Statements" and our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report. The discussion and analysis below is focused on our 2024 and 2023 financial results, including comparisons of our year-over-year performance between these years. Discussion and analysis of our 2022 fiscal year specifically, as well as the year-over-year comparison of our 2023 financial performance to 2022, is located in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023, filed with the SEC on March 5, 2024, which is available on our website at www.orthofix.com and the SEC’s website at www.sec.gov.
Current wording
The following discussion and analysis of our financial condition and result of operations should be read in conjunction with "Forward-Looking Statements" and our consolidated financial statements and notes thereto appearing elsewhere in this Annual Report. The discussion and analysis below is focused on our 2025 and 2024 financial results, including comparisons of our year-over-year performance between these years. Discussion and analysis of our 2023 fiscal year, as well as the year-over-year comparison of our 2024 financial performance to 2023, is located in Part II, Item 7 – Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the SEC on February 25, 2025, which is available on our website at www.orthofix.com and the SEC’s website at www.sec.gov.
Previous wording
Orthofix is a global medical technology company headquartered in Lewisville, Texas. By providing medical technologies that heal musculoskeletal pathologies, deliver exceptional experiences and life-changing solutions to patients around the world. Orthofix offers a comprehensive portfolio of spinal hardware, bone growth therapies, specialized orthopedic solutions, biologics, and enabling technologies, including the 7D FLASH navigation system.
Current wording
Orthofix is 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. Orthofix offers a comprehensive portfolio of spinal hardware, bone growth therapies, specialized orthopedic solutions, biologics, and enabling technologies, including the 7D FLASH navigation system.
Previous wording
In January 2023 we completed a “merger of equals” transaction with SeaSpine whereby SeaSpine became a wholly owned subsidiary of the Company via an all-stock merger (the "Merger"). For additional discussion of the merger with SeaSpine, see Note 4 of the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report. The shares of common stock of Orthofix, as the corporate parent entity in the combined company structure, continue to trade on NASDAQ under the symbol "OFIX".
Current wording
In January 2023 we completed a “merger of equals” transaction with SeaSpine whereby we acquired SeaSpine via an all-stock merger. For additional discussion of the merger with SeaSpine, see Note 4 of the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report. The shares of common stock of Orthofix, as the corporate parent entity in the combined company structure, continue to trade on NASDAQ under the symbol "OFIX".
Previous wording
Bone Growth Therapies, which manufactures, distributes, sells, and provides support services for market-leading devices used adjunctively in high-risk spinal fusion procedures and to treat 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.
Current wording
BGT 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. BGT 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.
Previous wording
Spinal Implants, Biologics, and Enabling Technologies is comprised of a broad portfolio of spine fixation and motion preservation implant products used in surgical procedures of the spine, 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, primarily within the U.S. for Biologics.
Current wording
Spinal Implants, Biologics, and Enabling Technologies is comprised of a broad portfolio of spine fixation implant products used in surgical procedures of the spine, 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.
Previous wording
Bone Growth Therapies net sales increased $20.9 million, or 9.8%, driven by (i) an increase in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets, (ii) capitalization of cross-selling opportunities, and (iii) continued growth and adoption of AccelStim
Current wording
BGT net sales increased $13.8 million, or 5.9%, driven by (i) favorable changes in average sales prices, (ii) increases in gross order volumes from our continued investment in our direct sales channels for both the spine and fracture markets, and (iii) continued market share growth of AccelStim
Previous wording
Spinal Implants, Biologics, and Enabling Technologies net sales increased $23.1 million, or 5.5%, primarily due to increased sales growth from new and existing high-volume distribution partners, particularly within Spinal Implants and Biologics, which saw growth in each of our cervical, interbody, thoracolumbar, and demineralized bone matrices franchises; growth in these areas were partially offset by a decline in motion preservation net sales
Current wording
Spinal Implants, Biologics, and Enabling Technologies net sales, excluding sales from the M6 product lines, increased $11.6 million, or 2.8%, primarily due to increased sales growth from new and existing high-volume distributor partners within Spine Fixation, which saw growth in its cervical, interbody, and thoracolumbar franchises; growth in these areas was partially offset by a decline in Biologics
Previous wording
U.S. growth of $4.7 million, or 16.4%, 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 $5.3 million, or 15.8%, 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
Previous wording
Decrease of $0.2 million due to movement in foreign current exchange rates, which had an unfavorable impact on net sales in 2024
Current wording
Increase of $3.9 million due to movement in foreign currency exchange rates, which had a favorable impact on net sales in 2025
Previous wording
Increase in gross profit driven by net sales growth across all principal product categories
Current wording
Increase in gross profit driven by net sales growth across BGT, Spinal Implants, Enabling Technologies, and Limb Reconstruction product categories
Previous wording
Increase of $23.9 million driven by a reduction of amortization of the inventory fair value step-up recognized in the Merger, which is being amortized over the expected sales cycles of the acquired inventory
Current wording
Increase in gross profit of $12.2 million driven by a reduction in amortization of the inventory fair value step-up recognized in the Merger, which was amortized over the expected sales cycles of the acquired inventory and concluded in December 2024
Previous wording
Research and development expense decreased $6.6 million
Current wording
Research and development expense decreased $7.8 million
Previous wording
Decrease of $7.0 million in costs to comply with the European Union Medical Device Regulations
Current wording
Decrease of $1.4 million in costs to comply with the European Union Medical Device Regulations
Previous wording
Acquisition-related amortization and remeasurement increased $9.6 million
Current wording
Acquisition-related amortization, impairment, and remeasurement increased $2.9 million
Previous wording
Increase of $9.6 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC assumed in the Merger
Current wording
Decrease of $8.0 million associated with the remeasurement of a contingent consideration obligation with Lattus Spine LLC ("Lattus") assumed in the Merger
Previous wording
Non-operating expense largely consists of net interest income and expense, transaction gains and losses from changes in foreign currency exchange rates, changes in fair value related to our equity holdings in certain privately-held companies, and credit losses recognized on certain convertible debt investments. Foreign exchange gains and losses are primarily a result of several of our foreign subsidiaries holding trade and intercompany payables or receivables in currencies (most notably the U.S. Dollar) other than their functional currency.
Current wording
Non-operating income (expense) largely consists of net interest income and expense, transaction gains and losses from changes in foreign currency exchange rates, changes in fair value related to our equity holdings in certain privately-held companies, and credit losses recognized on certain convertible debt investments. Foreign exchange gains and losses are primarily a result of several of our foreign subsidiaries holding trade and intercompany payables or receivables in currencies (most notably the U.S. Dollar) other than their functional currency.
Previous wording
Unfavorable change of $6.9 million attributable to the extinguishment of the Financing Agreement with Blue Torch Finance LLC
Current wording
Favorable change of $11.4 million associated with the extinguishment of our former Financing Agreement with Blue Torch Finance LLC and from favorable interest rates and amortization of debt issuance costs after refinancing our outstanding indebtedness in November 2024
Previous wording
Unfavorable change of $0.8 million as a result of the conversion of the convertible loan with Neo Medical into preferred equity securities in the second quarter of 2024 and subsequent sale of such securities in the fourth quarter of 2024
Current 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
Previous wording
Unfavorable change of $6.0 million associated with changes in foreign currency exchange rates, as we recorded a non-cash remeasurement loss of ($4.4 million) in 2024 compared to a gain of $1.6 million in 2023
Current wording
Favorable change of $7.3 million associated with foreign currency exchange rates, as we recorded a non-cash remeasurement gain of $2.9 million in 2025 compared to a loss of $4.4 million in 2024
Previous wording
Decrease of $10.1 million associated with higher financial statement losses offset by valuation allowances
Current wording
Decrease of $3.4 million associated with lower financial statement losses offset by valuation allowances
Previous wording
Increase of $1.3 million associated with foreign income inclusion, largely driven by research and development expenses outside of the U.S.
Current wording
Increase of $1.3 million associated with cross border tax impacts
Previous wording
Increase of $5.2 million associated with lower financial statement losses offset by valuation allowances
Current wording
Increase of $5.2 million associated with lower financial statement losses partially offset by valuation allowances
Previous wording
Cash, cash equivalents, and restricted cash at December 31, 2024, was $85.7 million compared to $37.8 million at December 31, 2023.
Current wording
Cash, cash equivalents, and restricted cash at December 31, 2025, was $85.1 million compared to $85.7 million at December 31, 2024.
Previous wording
Cash flows from operating activities increased $71.5 million
Current wording
Cash flows from operating activities increased $7.6 million
Previous wording
Favorable change in net loss of $25.4 million
Current wording
Decrease in net loss of $33.8 million
Previous wording
Favorable change of $11.4 million associated with non-cash gains and losses, such as amortization of the inventory fair value step-up recognized in the Merger, share-based compensation, inventory reserve expenses, depreciation and amortization, and gains and losses resulting from changes in fair value of certain assets and liabilities
Current wording
Decrease of $24.0 million associated with non-cash gains and losses, such as depreciation, amortization, and impairments, inventory reserve expenses, the amortization of the inventory fair value step-up recognized in the Merger, remeasurement of contingent consideration obligations, changes in the valuation of investment securities, and share-based compensation expense
Previous wording
Favorable change of $34.7 million relating to changes in working capital accounts, primarily attributable to changes in inventories, prepaid expenses and other current assets, accounts payable, and other current liabilities
Current wording
Decrease of $2.2 million relating to changes in working capital accounts, primarily attributable to changes in accounts receivable, inventories, accounts payable, and other current liabilities
Previous wording
Two of our primary working capital accounts are accounts receivable and inventory. Day’s sales in receivables were 57 days at December 31, 2024, compared to 59 days at December 31, 2023 (calculated using fourth quarter net sales and ending accounts receivable). Inventory turns improved to 1.3 times at December 31, 2024, compared to 1.2 times at December 31, 2023, respectively (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 inventories. Days sales in receivables were 57 days at both December 31, 2025, and 2024 (calculated using fourth quarter net sales and ending accounts receivable). Inventory turns improved to 1.5 times at December 31, 2025, compared to 1.3 times at December 31, 2024, respectively (calculated using trailing twelve month cost of goods sold and ending net inventories).
Previous wording
Cash flows from investing activities increased $5.6 million
Current wording
Cash flows from investing activities decreased $7.0 million
Previous wording
Increase of $7.4 million relating to the sale of the Neo Medical preferred equity securities
Current wording
Decrease of $7.4 million relating to the sale of the Neo Medical preferred equity securities in 2024
Previous wording
Decrease in spend of $27.2 million in capital expenditures and $0.4 million in other investing activities
Current wording
Partially offset by an decrease in spend of $0.3 million in capital expenditures and $0.1 million in other investing activities
Previous wording
Cash flows from financing activities decreased $14.6 million
Current wording
Cash flows from financing activities decreased $51.5 million
Previous wording
Decrease of $13.5 million associated with net borrowing activities related to our credit facilities and assumption of SeaSpine's outstanding indebtedness at the time of the Merger
Current wording
Decrease of $55.1 million associated with net borrowing activities related to our credit facilities in the prior year
Previous wording
Partially offset by an increase of $0.2 million in net proceeds from the issuance of common shares
Current wording
Partially offset by an increase of $4.6 million in net proceeds from the issuance of common shares
Previous wording
On November 7, 2024, the Company, as borrower, and its U.S. subsidiaries 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 the Company’s 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 the Company’s option from January 1, 2025 through June 30, 2026, subject to, among other conditions, the Company’s continuing 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 to the Company, 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.
Current wording
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").
Previous wording
As of December 31, 2024, we had $160.0 million outstanding borrowings under the Credit Agreement related to the Initial Term Loan. As of December 31, 2024, we had not made any borrowings under the Delayed Draw Term Loans. For additional information regarding the credit facility, see Note 11 of the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report.
Current wording
For additional information regarding the credit facility, see Note 11 of the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report.
Previous wording
We had no outstanding borrowings on our Italian line of credit of €5.5 million ($5.7 million) as of December 31, 2024. This unsecured line of credit provides us the option to borrow amounts in Italy at rates which are determined at the time of borrowing.
Current wording
We had no outstanding borrowings on our Italian line of credit of €5.5 million ($6.5 million) as of December 31, 2025. This unsecured line of credit provides us the option to borrow amounts in Italy at rates which are determined at the time of borrowing.
Previous wording
In connection with the Merger, we assumed a contingent consideration obligation under a purchase agreement between SeaSpine and Lattus executed in December 2022. Under the terms of the agreement, 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 December 31, 2024, was $15.4 million; however, the actual amount ultimately paid could be higher or lower than the estimated fair value of the contingent consideration. As of December 31, 2024, we classified $7.1 million of the contingent consideration liability within other current liabilities and the remaining $8.3 million within other long-term liabilities. For additional discussion of this matter, see Note 12 of the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report.
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"). We made a payment under this arrangement of $6.3 million during the year ended December 31, 2025. The estimated fair value of the remaining contingent consideration arrangement as of December 31, 2025, was $7.9 million; however, the actual amount ultimately paid could be higher or lower than the estimated fair value of the contingent consideration. As of December 31, 2025, we classified the remaining contingent consideration liability of $4.3 million and $3.6 million within other current liabilities and other long-term liabilities, respectively. For additional discussion of this matter, see Note 12 of the Notes to the Consolidated Financial Statements in Item 8 of this Annual Report.
Previous wording
Unremitted foreign earnings were $15.7 million as of December 31, 2024. The Company’s investment in foreign subsidiaries continues to be indefinite in nature; however, the Company may periodically repatriate a portion of these earnings to the extent that it does not incur significant additional tax liability.
Current wording
The Company’s investment in foreign subsidiaries continues to be indefinite in nature; however, the Company may periodically repatriate a portion of these earnings to the extent that it does not incur significant additional tax liability.
Previous wording
As a result of our operations, we are subject to certain contractual obligations with material cash requirements. Our material contractual obligations include, but are not limited to (i) our contingent consideration arrangement under a purchase agreement between SeaSpine and Lattus assumed in the Merger, (ii) contingent consideration arrangements associated with certain asset acquisitions or business combinations, of which material obligations are described above, (iii) operating lease and finance lease obligations, and (iv) uncertain tax positions.
Current wording
As a result of our operations, we are subject to certain contractual obligations with material cash requirements. Our material contractual obligations include, but are not limited to (i) contingent consideration arrangements associated with certain asset acquisitions or business combinations, of which material obligations are described above, (ii) operating lease and finance lease obligations, and (iii) uncertain tax positions.
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Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
Income tax expense decreased by $0.7 million
Current report — wording carried from elsewhere
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. As of December 31, 2025, we had only utilized the Initial Term Loan, however, on January 15, 2026, we borrowed $65.0 million via the Term B Loan for working capital purposes.
Rearranged previous paragraphs (2)
Previous report — wording carried elsewhere
Increase of $8.4 million associated with financial statement expenses not deductible for tax, including executive compensation and merger related deal costs
Previous report — wording carried elsewhere
In the fourth quarter of 2022, we performed a qualitative assessment for our annual goodwill impairment analysis, which did not result in an impairment charge. This qualitative analysis considered all relevant factors specific to the reporting units, including macroeconomic conditions, industry and market considerations, overall financial performance, and relevant entity-specific events.