Orthofix Medical Inc 10-Q for FY2024 Q1
Orthofix Medical Inc. (OFIX)
About this 10-Q
Orthofix Medical Inc filed this 10-Q on May 7, 2024, covering the quarter ended March 31, 2024 (FY2024 Q1).
Headline figures
Quarter ended March 31, 2024, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $188.61M
- up 7.7% from $175.2M a year earlier
- Net loss
- $36.02M
- compared with a net loss of $60.94M a year earlier
- Diluted EPS
- -$0.95
- compared with -$1.71 a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
(Mark one)
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended
OR
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:
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(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. ☒
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). ☒
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.
Large Accelerated filer |
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Smaller Reporting Company |
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Emerging Growth Company |
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
As of May 3, 2024,
Securities registered pursuant to Section 12(b) of the Act:
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Table of Contents
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PART I |
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Item 1. |
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4 |
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Condensed Consolidated Balance Sheets as of March 31, 2024, and December 31, 2023 |
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4 |
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5 |
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Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2024, and 2023 |
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Notes to the Unaudited Condensed Consolidated Financial Statements |
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Item 2. |
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Management’s Discussion and Analysis of Financial Condition and Results of Operations |
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Item 3. |
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Item 4. |
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29 |
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PART II |
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Item 1. |
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32 |
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Item 1A. |
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32 |
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Item 2. |
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32 |
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Item 3. |
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32 |
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Item 4. |
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32 |
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Item 5. |
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32 |
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Item 6. |
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32 |
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35 |
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2
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, 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,” or “continue” or the negative version of those terms and other similar expressions. Forward-looking statements include, but are not limited to, statements about:
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, 2023 ("2023 10-K"); Part II, Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations of the 2023 10-K; and elsewhere throughout the 2023 10-K, and in our reports filed with the U.S. Securities and Exchange Commission (the "SEC") subsequent to the date we filed the 2023 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.
3
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
ORTHOFIX MEDICAL INC.
Condensed Consolidated Balance Sheets
(U.S. Dollars, in thousands, except par value data) |
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March 31, |
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December 31, |
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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 $ |
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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 long-term debt |
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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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Shareholders’ equity |
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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 loss |
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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
4
ORTHOFIX MEDICAL INC.
Condensed Consolidated Statements of Operations and Comprehensive Loss
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Three Months Ended |
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(Unaudited, U.S. Dollars, in thousands, except per share data) |
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2024 |
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2023 |
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Net sales |
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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 and marketing |
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General and administrative |
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Research and development |
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Acquisition-related amortization and remeasurement (Note 12) |
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Operating loss |
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Interest expense, net |
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Other income (expense), net |
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Loss before income taxes |
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Income tax expense |
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Net loss |
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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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Diluted |
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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 (loss) on debt securities |
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Currency translation adjustment |
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Other comprehensive income, before tax |
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Income tax benefit (expense) related to other comprehensive income |
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— |
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Other comprehensive income, net of tax |
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Comprehensive loss |
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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
5
ORTHOFIX MEDICAL INC.
(Unaudited, U.S. Dollars, in thousands) |
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Number of |
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Common |
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Additional |
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Accumulated Deficit |
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Accumulated |
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Total |
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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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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 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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(Unaudited, U.S. Dollars, in thousands) |
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Number of |
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Common |
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Additional |
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Retained |
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Accumulated |
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Total |
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At December 31, 2022 |
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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 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 in connection with SeaSpine merger |
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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 March 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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The accompanying notes form an integral part of these condensed consolidated financial statements
6
ORTHOFIX MEDICAL INC.
Condensed Consolidated Statements of Cash Flows
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Three Months Ended |
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(Unaudited, U.S. Dollars, in thousands) |
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2024 |
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2023 |
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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 and amortization |
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Inventory reserve expenses |
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Amortization of inventory fair value step up |
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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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Change in valuation of investment securities |
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Change in fair value of contingent consideration |
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— |
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Other |
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Changes in operating assets and liabilities, net of effects of acquisitions |
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Accounts receivable |
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Inventories |
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Prepaid expenses and other current assets |
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Accounts payable |
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Other current liabilities |
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Other long-term assets and liabilities |
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( |
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Net cash used in operating activities |
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Cash flows from investing activities |
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Capital expenditures for property, plant, and equipment |
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Capital expenditures for intangible assets |
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Contingent consideration payments related to asset acquisitions |
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— |
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Cash acquired in the SeaSpine merger |
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— |
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Other investing activities |
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Net cash provided by (used in) investing activities |
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Cash flows from financing activities |
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Proceeds from issuance of common shares |
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— |
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Payments related to tax withholdings for share-based compensation |
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Payments related to finance lease obligation |
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Borrowings under credit facility |
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Repayment of borrowings from credit facility |
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Payment of debt acquired from SeaSpine merger |
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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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Net cash provided by financing activities |
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Effect of exchange rate changes on cash |
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Net change in cash and cash equivalents |
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Cash, cash equivalents, and restricted cash at the beginning of period |
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Cash, cash equivalents, and restricted cash at the end of period |
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$ |
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$ |
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Components of cash and cash equivalents at the end of period |
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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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$ |
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— |
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Cash and cash equivalents at the end of period |
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$ |
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$ |
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Noncash investing activities - Purchase of intangible assets |
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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
7
ORTHOFIX MEDICAL INC.
Notes to the Unaudited Condensed Consolidated Financial Statements
1. Business and basis of presentation
Description of the Business
Orthofix Medical Inc. (the “Company” or "Orthofix") is a leading global spine and orthopedics company with a comprehensive portfolio of biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions, and a leading surgical navigation system. Its products are distributed in more than 60 countries worldwide.
The Company is headquartered in Lewisville, Texas, where it conducts general business, product development, medical education and manufacturing, and has primary offices in Carlsbad, CA, with a focus on spine and biologics product innovation and surgeon education, and Verona, Italy, with an emphasis on product innovation, production, and medical education for orthopedics. The combined company’s global research and development, commercial, and manufacturing footprint also includes facilities and offices in Irvine, CA, Toronto, Canada, Sunnyvale, CA, Maidenhead, UK, Munich, Germany, Paris, France, and São Paulo, Brazil.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair statement have been included. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Form 10-K for the year ended December 31, 2023. Operating results for the three months ended March 31, 2024, are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2024.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition; contractual allowances; allowances for expected credit losses; inventories; valuation of intangible assets; goodwill; fair value measurements, including contingent consideration; litigation and contingent liabilities; tax matters; and share-based compensation. Actual results could differ from these estimates.
2. Recently adopted accounting standards, recently issued accounting pronouncements
Adoption of Accounting Standards Update ("ASU") 2022-03 - Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions
In June 2022, the Financial Accounting Standards Board ("FASB") issued ASU 2022-03, which clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale and to introduce new disclosure requirements. The Company adopted this standard effective January 1, 2024, on a prospective basis. Adoption of this standard did not have a material impact to the Company's consolidated balance sheet, statements of operations, or cash flows, but did modify the Company's disclosures related to certain investments. Refer to Note 7 for the Company's updated disclosures on investments in equity securities subject to capital sale restrictions.
Adoption of ASU 2023-07 - Improvements to Reportable Segment Disclosures
In November 2023, the FASB issued ASU 2023-07, which enhances and improves disclosures about operating segment's revenues, measures of profit/loss, and expenses to enable investors to better understand an entity's overall performance and assess potential future cash flows. The amendment requires that an entity disclose (i) significant expenses that are regularly provided to the Chief Operating Decision Maker ("CODM"), (ii) other segment items by reportable segment including a description of its composition, (iii) all annual disclosures required by Topic 280 in interim periods, (iv) additional measures of a segment's profit or loss used by the CODM in assessing segment performance and allocation of resources, and (v) title and position of the CODM and an explanation of how the CODM uses the reported measure(s) of segment profit or loss. The Company adopted this standard effective January 1, 2024, on a prospective basis. Refer to Note 11 for the Company's updated business segment disclosures.
8
Recently Issued Accounting Pronouncements
Topic |
|
Description of Guidance |
|
Effective Date |
|
Status of Company's Evaluation |
Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative (ASU 2023-06) |
|
Adds interim and annual disclosure requirements to a variety of subtopics in the Accounting Standards Codification, including those focusing on accounting changes, earnings per share, debt and repurchase agreements. The guidance will be applied prospectively. The effective date will be the date when the SEC's removal of the related disclosure requirement becomes effective, with early adoption prohibited. |
|
Various |
|
The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. |
Improvements to Income Tax Disclosures (ASU 2023-09) |
|
Enhance the transparency and decision usefulness of income tax disclosures to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and |
|
January 1, 2025 |
|
The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. |
Other recently issued ASUs, excluding those ASUs which have already been disclosed as adopted or described above, were assessed and determined not applicable, or are expected to have minimal impact on the Company's condensed consolidated financial statements.
3. Mergers and acquisitions
Merger with SeaSpine
On January 5, 2023, the Company and SeaSpine completed an all-stock merger of equals (the "Merger") to create a leading global spine and orthopedics company with highly complementary portfolios of biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions, and a leading surgical navigation system. As a result of the Merger, each share of SeaSpine common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive
9
During the fourth quarter of 2023, the Company finalized its valuation of assets acquired and liabilities assumed.
(U.S. Dollars, in thousands) |
|
Final Acquisition Date Fair Value |
|
|
Assigned Useful Life |
|
Assets acquired: |
|
|
|
|
|
|
Current assets |
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
|
|
|
|
Accounts receivable, net |
|
|
|
|
|
|
Inventories |
|
|
|
|
|
|
Prepaid expenses and other current assets |
|
|
|
|
|
|
Total current assets |
|
|
|
|
|
|
Property, plant, and equipment, net |
|
|
|
|
|
|
Customer relationships |
|
|
|
|
||
Developed technology |
|
|
|
|
||
In-process research and development ("IPR&D") |
|
|
|
|
||
Other long-term assets |
|
|
|
|
|
|
Total identifiable assets acquired |
|
$ |
|
|
|
|
|
|
|
|
|
|
|
Liabilities assumed: |
|
|
|
|
|
|
Current liabilities |
|
|
|
|
|
|
Accounts payable |
|
$ |
|
|
|
|
Other current liabilities |
|
|
|
|
|
|
Total current liabilities |
|
|
|
|
|
|
Long-term borrowings under SeaSpine credit facility |
|
|
|
|
|
|
Other long-term liabilities |
|
|
|
|
|
|
Total liabilities assumed |
|
|
|
|
|
|
Net identifiable assets acquired |
|
$ |
|
|
|
|
Total fair value of consideration transferred |
|
|
|
|
|
|
Residual goodwill |
|
$ |
|
|
|
|
The Company recognized $
Due to the completion of the Merger on January 5, 2023, all SeaSpine financial results for fiscal year 2023, except for the first four days of January, were included in the Company's condensed consolidated statement of operations and comprehensive loss. Therefore, the Company did not prepare unaudited pro forma financial information for the three months ended March 31, 2024, and 2023, on the basis that the Merger was completed on January 1, 2023.
4. Inventories
Inventories were as follows:
(U.S. Dollars, in thousands) |
|
March 31, |
|
|
December 31, |
|
||
|
|
(Unaudited) |
|
|
|
|
||
Raw materials |
|
$ |
|
|
$ |
|
||
Work-in-process |
|
|
|
|
|
|
||
Finished products |
|
|
|
|
|
|
||
Inventories |
|
$ |
|
|
$ |
|
||
10
5. Leases
A summary of the Company's lease portfolio as of March 31, 2024, and December 31, 2023, is presented in the table below:
(U.S. Dollars, in thousands) |
|
Classification |
|
March 31, |
|
|
December 31, |
|
||
|
|
|
|
(Unaudited) |
|
|
|
|
||
Right-of-use assets ("ROU assets") |
|
|
|
|
|
|
||||
Operating leases |
|
|
$ |
|
|
$ |
|
|||
Finance leases |
|
|
|
|
|
|
|
|||
Total ROU assets |
|
|
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
|
|
||
Lease Liabilities |
|
|
|
|
|
|
|
|
||
Current |
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
$ |
|
|
$ |
|
|||
Finance leases |
|
Current portion of finance lease liability |
|
|
|
|
|
|
||
Long-term |
|
|
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
|
|||
Finance leases |
|
Long-term portion of finance lease liability |
|
|
|
|
|
|
||
Total lease liabilities |
|
|
|
$ |
|
|
$ |
|
||
Supplemental cash flow information related to leases was as follows:
(Unaudited, U.S. Dollars, in thousands) |
|
Three Months Ended |
|
|
Three Months Ended |
|
||
Cash paid for amounts included in the measurement of lease liabilities |
|
|
|
|
|
|
||
Operating cash flows from operating leases |
|
$ |
|
|
$ |
|
||
Operating cash flows from finance leases |
|
|
|
|
|
|
||
Financing cash flows from finance leases |
|
|
|
|
|
|
||
ROU assets obtained in exchange for lease obligations |
|
|
|
|
|
|
||
Operating leases |
|
|
|
|
|
|
||
Finance leases |
|
|
— |
|
|
|
— |
|
6. Long-term debt
The carrying values of the Company's outstanding debt obligations as of March 31, 2024, and December 31, 2023, were as follows:
(U.S. Dollars, in thousands) |
|
March 31, |
|
|
December 31, |
|
||
|
|
(Unaudited) |
|
|
|
|
||
Initial Term Loan and Delayed Draw Term Loan |
|
|
|
|
|
|
||
Principal amount |
|
$ |
|
|
$ |
|
||
Unamortized original debt discount |
|
|
( |
) |
|
|
( |
) |
Unamortized debt issuance costs and lenders fees |
|
|
( |
) |
|
|
( |
) |
Total indebtedness from initial term loan and delayed draw term loan |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Revolving Credit Facilities |
|
|
|
|
|
|
||
Principal amount outstanding |
|
|
— |
|
|
|
— |
|
Total indebtedness outstanding |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Current portion of long-term debt |
|
$ |
|
|
$ |
|
||
Long-term debt |
|
|
|
|
|
|
||
Total indebtedness outstanding |
|
$ |
|
|
$ |
|
||
On January 10, 2024, the Company borrowed $
11
facility (the "Delayed Draw Term Loan") of $
The Financing Agreement contains financial covenants requiring the Company to maintain a minimum level of liquidity at all times, a maximum consolidated leverage ratio (measured on a quarterly basis), and a minimum asset coverage ratio (measured on a monthly basis). As of March 31, 2024, the Company was in compliance with all required financial covenants.
On March 15, 2024, the Company entered into Amendment No.1 to the Financing Agreement with Blue Torch Finance LLC (the "First Amendment"). Under the terms of the First Amendment, the parties agreed to reduce the number of business days to submit a notice of borrowing for the Delayed Draw Term Loan, and redefine certain terms within the asset coverage financial covenant. The maturity date remains November 6, 2027, for each of the Initial Term Loan, Delayed Draw Term Loan, and Revolving Credit Facility.
As of March 31, 2024, the Company had
7. Fair value measurements and investments
The fair value measurements of the Company’s financial assets and liabilities measured on a recurring basis were as follows:
|
|
March 31, |
|
|
December 31, |
|
||||||||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
Level 1 |
|
|
Level 2 |
|
|
Level 3 |
|
|
Total |
|
|
Total |
|
|||||
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Neo Medical convertible loan agreements |
|
$ |
— |
|
|
$ |
|
|
$ |
— |
|
|
$ |
|
|
$ |
|
|||
Neo Medical preferred equity securities |
|
|
— |
|
|
|
|
|
|
— |
|
|
|
|
|
|
|
|||
Other investments |
|
|
— |
|
|
|
— |
|
|
|
|
|
|
|
|
|
|
|||
Total |
|
$ |
— |
|
|
$ |
|
|
$ |
|
|
$ |
|
|
$ |
|
||||
Liabilities |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Lattus contingent consideration |
|
$ |
— |
|
|
$ |
— |
|
|
|
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Deferred compensation plan |
|
|
— |
|
|
|
( |
) |
|
|
— |
|
|
|
( |
) |
|
|
( |
) |
Total |
|
$ |
— |
|
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
( |
) |
Neo Medical Convertible Loan Agreements and Equity Investment
Since October 2020, the Company has held preferred equity securities of Neo Medical SA, a privately held Swiss-based company developing a new generation of products for spinal surgery ("Neo Medical") and a Convertible Loan Agreement, pursuant to which the Company loaned Neo Medical CHF
The preferred equity securities are recorded in other long-term assets and are considered an investment that does not have a readily determinable fair value. As such, the Company measures this investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer.
The Company's equity investment with Neo Medical is subject to certain sales restrictions, such as right of first refusal, tag-along provisions, and drag-along provisions. Permitted transfers include (i) sales of shares to an affiliate of such shareholder, (ii) transfer of shares as part of a compensation package offered to employees, or (iii) Neo Medical may repurchase shares at a price no greater than that originally paid by the shareholder.
The table below presents a reconciliation of the beginning and ending balances of the Company’s investment in Neo Medical preferred equity securities:
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Fair value of Neo Medical preferred equity securities at January 1 |
|
$ |
|
|
$ |
|
||
Conversion of loan into preferred equity securities |
|
|
— |
|
|
|
— |
|
Foreign currency remeasurement recognized in other income (expense), net |
|
|
— |
|
|
|
— |
|
Unrealized loss recognized in other income (expense), net |
|
|
— |
|
|
|
— |
|
Fair value of Neo Medical preferred equity securities at March 31 |
|
$ |
|
|
$ |
|
||
Cumulative unrealized gain (loss) on Neo Medical preferred equity securities |
|
$ |
( |
) |
|
$ |
|
|
The Convertible Loan is recorded in other long-term assets as an available for sale debt security as of March 31, 2024. In April 2024, the Company and Neo Medical agreed to convert the Convertible Loan into shares of Neo Medical preferred equity securities, with
12
such conversion occurring on April 19, 2024. As such, the Company estimated the fair value of the Convertible Loan based upon the estimated fair value of equivalent preferred shares as of March 31, 2024. Therefore, as this fair value estimate is based upon a valuation method using observable market inputs, the Company has now classified this investment as a Level 2 financial asset. The following table provides a reconciliation of the beginning and ending balances of the Convertible Loans, which was measured at fair value using significant unobservable inputs in 2023:
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Fair value of Neo Medical Convertible Loans at January 1 |
|
$ |
|
|
$ |
|
||
Interest recognized in interest income, net |
|
|
|
|
|
|
||
Foreign currency remeasurement recognized in other income (expense), net |
|
|
( |
) |
|
|
|
|
Unrealized gain (loss) recognized in other comprehensive loss |
|
|
|
|
|
( |
) |
|
Reversal of expected credit loss recognized in other income (expense), net |
|
|
|
|
|
— |
|
|
Fair value of Neo Medical Convertible Loans at March 31 |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Contractual value of Neo Medical Convertible Loans at January 1 |
|
$ |
|
|
$ |
|
||
Allowance for credit loss recognized in other income (expense), net |
|
|
— |
|
|
|
— |
|
Amortized cost basis of Neo Medical Convertible Loans at March 31 |
|
$ |
|
|
$ |
|
||
Other Investments
Other investments represent assets and investments recorded at fair value that are not deemed to be material for disclosure on an individual basis. The fair value of these assets is based upon significant unobservable inputs, such as probability-weighted discounted cash flow models, requiring the Company to develop its own assumptions. Therefore, the Company has categorized these assets as Level 3 financial assets. As of March 31, 2024, this balance was classified within other current assets.
Lattus Contingent Consideration
In connection with the 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 the agreement, the Company 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 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 certain product launch dates, estimated future sales of the products, revenue risk-adjusted discount rate, revenue volatility, and discount rates matched to the timing of payments.
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Lattus contingent consideration estimated fair value at January 1 |
|
$ |
|
|
$ |
— |
|
|
Contingent consideration assumed in Merger |
|
|
— |
|
|
|
|
|
Increase (decrease) in fair value recognized in acquisition-related amortization and remeasurement |
|
|
|
|
|
|
||
Lattus contingent consideration estimated fair value at March 31 |
|
$ |
|
|
$ |
|
||
The following table provides quantitative information related to certain key assumptions utilized within the valuation as of March 31, 2024:
(Unaudited, U.S. Dollars, in thousands) |
|
Fair Value as of |
|
|
Unobservable inputs |
|
Estimate |
|
Lattus Contingent Consideration |
|
$ |
|
|
Counterparty discount rate |
|
||
|
|
|
|
|
Revenue risk-adjusted discount rate |
|
||
13
8. Commitments and Contingencies
Contingencies policies
The Company records accruals for certain outstanding legal proceedings, investigations, or claims when it is probable that a liability has been incurred and the amount of the loss can be reasonably estimated. The Company evaluates developments in legal proceedings, investigations, and claims that could affect the amount of any accrual, as well as any developments that would make a loss contingency both probable and reasonably estimable on a quarterly basis. When a loss contingency is not both probable and reasonably estimable, the Company does not accrue the loss. However, if the loss (or an additional loss in excess of the accrual) is at least a reasonable possibility and material, then the Company discloses a reasonable estimate of the possible loss or range of loss, if such reasonable estimate can be made. If the Company cannot make a reasonable estimate of the possible loss, or range of loss, then that is disclosed. In addition, legal fees and other directly related costs are expensed as incurred.
In addition to the matters described in the paragraphs below, in the normal course of its business, the Company is involved in various lawsuits from time to time and may be subject to certain other contingencies. The Company believes any losses related to these matters are individually and collectively immaterial as to a possible loss and range of loss.
Arbitration claims with former executives
In September 2023, the Company’s Board of Directors terminated the employment of Keith Valentine, John Bostjancic, and Patrick Keran, who had served respectively as the Company’s President and Chief Executive Officer, Chief Financial Officer, and Chief Legal Officer. The Board’s decision followed an investigation conducted by independent outside legal counsel and directed and overseen by the Company’s independent directors. As a result of the investigation, the Board determined that each of these executives engaged in repeated inappropriate and offensive conduct that violated multiple code of conduct requirements and was inconsistent with the Company’s values and culture. The Company notified each of Messrs. Valentine, Bostjancic, and Keran that their respective terminations were being made for “Cause,” as defined in applicable employment-related agreements (including each executive’s respective Change in Control and Severance Agreement, dated June 19, 2023). The Company also notified each of Messrs. Valentine, Bostjancic, and Keran that it did not believe it was required to make any further payments to them, other than payment of salary through September 12, 2023. The Board also requested that Mr. Valentine resign as a director, which he did in October 2023.
In January 2024, the Company received written notices of arbitration claims from counsel to Messrs. Valentine, Bostjancic, and Keran. Each of the arbitration claims asserts that the respective former executive was wrongfully terminated for “Cause” because the former executive’s conduct did not meet the contractually applicable definition of “Cause.” The claims seek relief for, among other things, alleged breach of contract, defamation, false light invasion of privacy, deceit, as well as indemnification and advancement for attorneys’ fees. The
Commitments
As a result of the Merger, the Company became party to agreements with certain distributor partners that provide the Company with an option to purchase, and an option for those partners to require the Company to purchase, the distribution business of those partners at specified future dates. At such time, the Company or distributor may (in certain cases, subject to satisfying certain conditions) submit written notice to the other of its intention to exercise its rights and initiate or require the purchase. Upon receipt of the written notice, the Company and the distributor will work in good faith to consummate the purchase. Under these agreements, the purchase price would be paid in shares of the Company's common stock. Based on the closing price of the Company's common stock as of March 31, 2024, assuming the options under all the relevant agreements were exercised, the estimated total number of shares the Company would issue under these agreements was approximately
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.
14
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 years ended December 31, 2015, through December 31, 2018. 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.
The Company accounts for the estimated cost of the IMDP as sales and marketing expense and periodically reassesses the liability based upon current facts and circumstances. As a result, the Company recorded an expense of $
9. Accumulated other comprehensive loss
The components of and changes in accumulated other comprehensive loss were as follows:
(Unaudited, U.S. Dollars, in thousands) |
|
Currency |
|
|
Neo Medical Convertible Loans |
|
|
Other Investments |
|
|
Accumulated Other |
|
||||
Balance at December 31, 2023 |
|
$ |
( |
) |
|
$ |
( |
) |
|
$ |
|
|
$ |
( |
) |
|
Other comprehensive income (loss) |
|
|
( |
) |
|
|
|
|
|
— |
|
|
|
|
||
Income taxes |
|
|
— |
|
|
|
— |
|
|
|
— |
|
|
|
— |
|
Balance at March 31, 2024 |
|
$ |
( |
) |
|
$ |
|
|
$ |
— |
|
|
$ |
( |
) |
|
10. Revenue recognition and accounts receivable
Revenue Recognition
The Company has two reporting segments: Global Spine and Global Orthopedics. Within the Global Spine reporting segment, there are two product categories: (i) Bone Growth Therapies, and (ii) Spinal Implants, Biologics, and Enabling Technologies.
The table below presents net sales by major product category by reporting segment:
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
Change |
|
|||
Bone Growth Therapies |
|
$ |
|
|
$ |
|
|
|
% |
|||
Spinal Implants, Biologics, and Enabling Technologies |
|
|
|
|
|
|
|
|
% |
|||
Global Spine |
|
|
|
|
|
|
|
|
% |
|||
Global Orthopedics |
|
|
|
|
|
|
|
|
% |
|||
Net sales |
|
$ |
|
|
$ |
|
|
|
% |
|||
Product Sales and Marketing Service Fees
The table below presents product sales and marketing service fees, which are both components of net sales:
|
|
Three Months Ended March 31, |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Product sales |
|
$ |
|
|
$ |
|
||
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 based on total sales of biologics tissues sourced from MTF Biologics and relate solely to the Global Spine reporting segment. The Company partners with MTF Biologics to provide certain allograft solutions (HCT/Ps) for various spine, orthopedic and other bone repair needs, with this partnership allowing us to exclusively market certain biologic offerings.
15
Accounts receivable and related allowances
The following table provides a detail of changes in the Company’s allowance for expected credit losses for the three months ended March 31, 2024 and 2023:
|
|
Three Months Ended March 31, |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Allowance for expected credit losses beginning balance |
|
$ |
|
|
$ |
|
||
Addition resulting from the Merger with SeaSpine |
|
|
— |
|
|
|
|
|
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 |
|
$ |
|
|
$ |
|
||
11. Business segment information
The Company's operations are managed through
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 devices used adjunctively in high-risk spinal fusion procedures and to treat both nonunion and acute fractures in the orthopedic space. 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-spine acute and nonunion fractures. This product category uses distributors and a direct sales channel to sell its devices to hospitals, healthcare providers, and patients, in the U.S.
Spinal Implants, Biologics, and Enabling Technologies is comprised of (i) a broad portfolio of spine fixation and motion preservation 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 limb deformity correction and complex limb reconstruction with a focus on use in trauma, adult and pediatric limb reconstruction, and foot and ankle procedures. 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. We sell these products through a global network of distributors and sales representatives to hospitals, healthcare organizations, and healthcare providers.
Corporate
Corporate activities are comprised of the operating expenses and activities of the Company not necessarily identifiable within the two reporting segments.
16
The table below presents net sales by major product category by reporting segment:
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
Change |
|
|||
Bone Growth Therapies |
|
$ |
|
|
$ |
|
|
|
% |
|||
Spinal Implants, Biologics, and Enabling Technologies |
|
|
|
|
|
|
|
|
% |
|||
Global Spine |
|
|
|
|
|
|
|
|
% |
|||
Global Orthopedics |
|
|
|
|
|
|
|
|
% |
|||
Net sales |
|
$ |
|
|
$ |
|
|
|
% |
|||
The following table presents adjusted EBITDA, the primary metric used in managing the Company, by reporting segment:
|
|
Three Months Ended March 31, |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Adjusted EBITDA by reporting segment |
|
|
|
|
|
|
||
Global Spine |
|
$ |
|
|
$ |
|
||
Global Orthopedics |
|
|
( |
) |
|
|
|
|
Corporate |
|
|
( |
) |
|
|
( |
) |
Consolidated adjusted EBITDA |
|
$ |
|
|
$ |
|
||
|
|
|
|
|
|
|
||
Reconciling items: |
|
|
|
|
|
|
||
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 |
|
|
|
|
|
— |
|
|
Medical device regulation |
|
|
— |
|
|
|
|
|
All other |
|
|
( |
) |
|
|
— |
|
Loss before income taxes |
|
$ |
( |
) |
|
$ |
( |
) |
The following table presents depreciation and amortization by reporting segment:
|
|
Three Months Ended March 31, |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Global Spine |
|
$ |
|
|
$ |
|
||
Global Orthopedics |
|
|
|
|
|
|
||
Corporate |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
17
Geographical information
The table below presents net sales by geographic destination for each reporting segment and for the consolidated Company:
|
|
Three Months Ended |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Global Spine |
|
|
|
|
|
|
||
U.S. |
|
$ |
|
|
$ |
|
||
International |
|
|
|
|
|
|
||
Total Global Spine |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Global Orthopedics |
|
|
|
|
|
|
||
U.S. |
|
|
|
|
|
|
||
International |
|
|
|
|
|
|
||
Total Global Orthopedics |
|
|
|
|
|
|
||
|
|
|
|
|
|
|
||
Consolidated |
|
|
|
|
|
|
||
U.S. |
|
|
|
|
|
|
||
International |
|
|
|
|
|
|
||
Net sales |
|
$ |
|
|
$ |
|
||
The following data includes property, plant, and equipment by geographic area:
(U.S. Dollars, in thousands) |
|
March 31, |
|
|
December 31, |
|
||
|
|
(Unaudited) |
|
|
|
|
||
U.S. |
|
$ |
|
|
$ |
|
||
Italy |
|
|
|
|
|
|
||
Germany |
|
|
|
|
|
|
||
Others |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
12. Acquisition-related amortization and remeasurement
Acquisition-related amortization and remeasurement consists of (i) amortization related to intangible assets acquired through business combinations or asset acquisitions and (ii) remeasurement of any related contingent consideration arrangements, which are recognized immediately upon acquisition.
|
|
Three Months Ended |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Amortization of acquired intangibles |
|
$ |
|
|
$ |
|
||
Changes in fair value of contingent consideration |
|
|
|
|
|
— |
|
|
Total |
|
$ |
|
|
$ |
|
||
13. Share-based compensation
Components of share-based compensation expense are as follows:
|
|
Three Months Ended |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Cost of sales |
|
$ |
|
|
$ |
|
||
Sales and marketing |
|
|
|
|
|
|
||
General and administrative |
|
|
|
|
|
|
||
Research and development |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
18
|
|
Three Months Ended |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Stock options |
|
$ |
|
|
$ |
|
||
Market-based stock options |
|
|
|
|
|
— |
|
|
Time-based restricted stock awards and units |
|
|
|
|
|
|
||
Market-based / performance-based restricted stock units |
|
|
|
|
|
— |
|
|
Stock purchase plan |
|
|
|
|
|
|
||
Total |
|
$ |
|
|
$ |
|
||
Pursuant to the Merger Agreement, the equity awards of SeaSpine (including stock options and restricted stock units) outstanding as of immediately prior to the closing of the Merger were converted into equity awards denominated in shares of Orthofix common stock. The Company issued options to purchase
During the three months ended March 31, 2024, and 2023, the Company issued
Inducement plans
During 2024, the Company appointed a new President and Chief Executive Officer, Chief Financial Officer, Chief People & Business Operations Officer, and Chief Legal Officer. As an inducement to accept employment with the Company, the individuals were awarded grants of (i) stock options, (ii) time-based restricted stock units, (iii) time-based cliff vesting restricted stock units, and (iv) performance stock units, valued in the aggregate across all award types at approximately $
14. Income taxes
Generally, income tax provisions for interim periods are based on an estimated annual income tax rate, adjusted for discrete tax items, with any changes affecting the estimated annual effective tax rate recorded in the interim period in which the change occurs. Due to the impact of losses not benefited by the Company’s U.S. and Italian operations, the Company determined the estimated annual effective tax rate method would not provide a reliable estimate of the Company’s overall annual effective tax rate. As such, the Company has calculated the tax provision using the actual effective rate for the three months ended March 31, 2024. Due to the impact of temporary differences on the U.S. current tax liability without any deferred tax benefit, the actual effective rate may vary in future quarters.
For the three months ended March 31, 2024, and 2023, the effective tax rate was (
19
15. Earnings per share (“EPS”)
For the three months ended March 31, 2024, and 2023, no adjustments were made to net income for purposes of calculating basic and diluted EPS.
|
|
Three Months Ended |
|
|||||
(Unaudited, In thousands) |
|
2024 |
|
|
2023 |
|
||
Weighted average common shares-basic |
|
|
|
|
|
|
||
Effect of dilutive securities |
|
|
|
|
|
|
||
Unexercised stock options and stock purchase plan |
|
|
— |
|
|
|
— |
|
Unvested restricted stock units |
|
|
— |
|
|
|
— |
|
Weighted average common shares-diluted |
|
|
|
|
|
|
||
There were
20
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
Following our merger (the "Merger") with SeaSpine Holdings Corporation ("SeaSpine"), which was completed in January 2023, we are a leading global spine and orthopedics company with a comprehensive portfolio of biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions, and a leading surgical navigation system. Headquartered in Lewisville, Texas, our spine and orthopedic products are distributed in more than 60 countries via our sales representatives and distributors. For more information, please visit www.Orthofix.com. Information included on our website is not incorporated into, or otherwise creates a part of, this report.
Notable financial metrics in the first quarter of 2024 and recent achievements include the following:
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 |
|
|||||
(Unaudited) |
|
2024 |
|
|
2023 |
|
||
Net sales |
|
|
100.0 |
|
|
|
100.0 |
|
Cost of sales |
|
|
32.5 |
|
|
|
37.0 |
|
Gross profit |
|
|
67.5 |
|
|
|
63.0 |
|
Sales and marketing |
|
|
53.0 |
|
|
|
53.5 |
|
General and administrative |
|
|
16.8 |
|
|
|
27.9 |
|
Research and development |
|
|
10.3 |
|
|
|
13.3 |
|
Acquisition-related amortization and remeasurement |
|
|
2.9 |
|
|
|
2.4 |
|
Operating loss |
|
|
(15.6 |
) |
|
|
(34.1 |
) |
Net loss |
|
|
(19.1 |
) |
|
|
(34.8 |
) |
Net Sales by Product Category and Reporting Segment
The following tables provide net sales by major product category by reporting segment:
|
|
Three Months Ended |
|
|
Percentage Change |
|
||||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
Reported |
|
|
Constant Currency |
|
||||
Bone Growth Therapies |
|
$ |
52,477 |
|
|
$ |
47,714 |
|
|
|
10.0 |
% |
|
|
10.0 |
% |
Spinal Implants, Biologics, and Enabling Technologies |
|
|
108,816 |
|
|
|
101,492 |
|
|
|
7.2 |
% |
|
|
7.2 |
% |
Global Spine |
|
|
161,293 |
|
|
|
149,206 |
|
|
|
8.1 |
% |
|
|
8.1 |
% |
Global Orthopedics |
|
|
27,315 |
|
|
|
25,998 |
|
|
|
5.1 |
% |
|
|
3.8 |
% |
Net sales |
|
$ |
188,608 |
|
|
$ |
175,204 |
|
|
|
7.7 |
% |
|
|
7.5 |
% |
21
Global Spine
Global Spine offers the following product categories:
Three months ended March 31, 2024 compared to 2023
Net sales of $161.3 million, an increase of $12.1 million or 8.1%
22
Global Orthopedics
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.
Three months ended March 31, 2024 compared to 2023
Net sales of $27.3 million, an increase of $1.3 million or 5.1%
Gross Profit
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|||
Net sales |
|
$ |
188,608 |
|
|
$ |
175,204 |
|
|
|
7.7 |
% |
Cost of sales |
|
|
61,366 |
|
|
|
64,875 |
|
|
|
(5.4 |
%) |
Gross profit |
|
$ |
127,242 |
|
|
$ |
110,329 |
|
|
|
15.3 |
% |
Gross margin |
|
|
67.5 |
% |
|
|
63.0 |
% |
|
|
4.5 |
% |
Three months ended March 31, 2024 compared to 2023
Gross profit increased $16.9 million
Sales and Marketing Expense
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|||
Sales and marketing |
|
$ |
100,043 |
|
|
$ |
93,791 |
|
|
|
6.7 |
% |
As a percentage of net sales |
|
|
52.9 |
% |
|
|
53.5 |
% |
|
|
(0.6 |
%) |
Three months ended March 31, 2024 compared to 2023
Sales and marketing expense increased $6.3 million
23
General and Administrative Expense
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|||
General and administrative |
|
$ |
31,648 |
|
|
$ |
48,811 |
|
|
|
(35.2 |
%) |
As a percentage of net sales |
|
|
16.8 |
% |
|
|
27.9 |
% |
|
|
(11.1 |
%) |
Three months ended March 31, 2024 compared to 2023
General and administrative expense decreased $17.2 million
Research and Development Expense
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|||
Research and development |
|
$ |
19,492 |
|
|
$ |
23,307 |
|
|
|
(16.4 |
%) |
As a percentage of net sales |
|
|
10.3 |
% |
|
|
13.3 |
% |
|
|
(3.0 |
%) |
Three months ended March 31, 2024 compared to 2023
Research and development expense decreased $3.8 million
Acquisition-related Amortization and Remeasurement
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|||
Acquisition-related amortization and remeasurement |
|
$ |
5,396 |
|
|
$ |
4,134 |
|
|
|
30.5 |
% |
As a percentage of net sales |
|
|
2.9 |
% |
|
|
2.4 |
% |
|
|
0.5 |
% |
Acquisition-related amortization 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.
Three months ended March 31, 2024 compared to 2023
Acquisition-related amortization and remeasurement increased $1.3 million
24
Non-operating Income and Expense
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|||
Interest expense, net |
|
$ |
(4,558 |
) |
|
$ |
(1,289 |
) |
|
|
253.6 |
% |
Other income (expense), net |
|
|
(1,274 |
) |
|
|
676 |
|
|
|
(288.5 |
%) |
Three months ended March 31, 2024 compared to 2023
Interest expense, net increased $3.3 million
Other income (expense), net decreased $2.0 million
Income Taxes
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
% Change |
|
|||
Income tax expense |
|
$ |
851 |
|
|
$ |
611 |
|
|
|
39.3 |
% |
Effective tax rate |
|
|
(2.4 |
%) |
|
|
(1.0 |
%) |
|
|
(1.4 |
%) |
Three months ended March 31, 2024 compared to 2023
25
Segment Review
The Company has two reporting segments: Global Spine and Global Orthopedics. The primary metric used in managing the Company is adjusted earnings before interest, tax, depreciation, and amortization ("Adjusted EBITDA", a non-GAAP financial measure) (which is described further in Note 11 to the Notes to the Unaudited Condensed Consolidated Financial Statements contained herein).
The following table presents adjusted EBITDA by segment and reconciles consolidated adjusted EBITDA to loss before income taxes:
|
|
Three Months Ended March 31, |
|
|||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
||
Adjusted EBITDA by reporting segment |
|
|
|
|
|
|
||
Global Spine |
|
$ |
19,890 |
|
|
$ |
14,981 |
|
Global Orthopedics |
|
|
(1,492 |
) |
|
|
44 |
|
Corporate |
|
|
(10,733 |
) |
|
|
(11,821 |
) |
Consolidated adjusted EBITDA |
|
$ |
7,665 |
|
|
$ |
3,204 |
|
|
|
|
|
|
|
|
||
Reconciling items: |
|
|
|
|
|
|
||
Interest expense, net |
|
$ |
4,558 |
|
|
$ |
1,289 |
|
Depreciation and amortization |
|
|
14,862 |
|
|
|
12,670 |
|
Share-based compensation expense |
|
|
8,800 |
|
|
|
13,020 |
|
Foreign exchange impact |
|
|
1,588 |
|
|
|
(583 |
) |
SeaSpine merger-related costs |
|
|
4,520 |
|
|
|
20,740 |
|
Strategic investments |
|
|
120 |
|
|
|
661 |
|
Acquisition-related fair value adjustments |
|
|
4,217 |
|
|
|
11,636 |
|
Interest and loss on investments |
|
|
(260 |
) |
|
|
— |
|
Litigation and investigation costs |
|
|
2,260 |
|
|
|
469 |
|
Succession charges |
|
|
2,210 |
|
|
|
— |
|
Medical device regulation |
|
|
— |
|
|
|
3,629 |
|
All other |
|
|
(41 |
) |
|
|
— |
|
Loss before income taxes |
|
$ |
(35,169 |
) |
|
$ |
(60,327 |
) |
Liquidity and Capital Resources
Cash, cash equivalents, and restricted cash at March 31, 2024, totaled $29.5 million compared to $37.8 million at December 31, 2023. The following table presents the net change in cash, cash equivalents, and restricted cash for the three months ended March 31, 2024, and 2023, respectively:
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
Change |
|
|||
Net cash used in operating activities |
|
$ |
(18,595 |
) |
|
$ |
(34,020 |
) |
|
$ |
15,425 |
|
Net cash provided by (used in) investing activities |
|
|
(10,867 |
) |
|
|
17,084 |
|
|
|
(27,951 |
) |
Net cash provided by financing activities |
|
|
21,453 |
|
|
|
15,983 |
|
|
|
5,470 |
|
Effect of exchange rate changes on cash |
|
|
(284 |
) |
|
|
221 |
|
|
|
(505 |
) |
Net change in cash and cash equivalents |
|
$ |
(8,293 |
) |
|
$ |
(732 |
) |
|
$ |
(7,561 |
) |
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:
|
|
Three Months Ended March 31, |
|
|||||||||
(Unaudited, U.S. Dollars, in thousands) |
|
2024 |
|
|
2023 |
|
|
Change |
|
|||
Net cash used in operating activities |
|
$ |
(18,595 |
) |
|
$ |
(34,020 |
) |
|
$ |
15,425 |
|
Capital expenditures |
|
|
(10,817 |
) |
|
|
(11,835 |
) |
|
|
1,018 |
|
Free cash flow |
|
$ |
(29,412 |
) |
|
$ |
(45,855 |
) |
|
$ |
16,443 |
|
26
Operating Activities
Cash flows from operating activities increased $15.4 million
Two of our primary working capital accounts are accounts receivable and inventory. Days sales in receivables were 61 days at March 31, 2024, compared to 58 days at March 31, 2023 (calculated using first quarter net sales and ending accounts receivable). Inventory turns improved to 1.2 times as of March 31, 2024 compared to 0.7 times as of March 31, 2023.
Investing Activities
Cash flows from investing activities decreased $28.0 million
Financing Activities
Cash flows from financing activities increased $5.5 million
Credit Facilities
On November 6, 2023, we entered into a Financing Agreement (the “Financing Agreement”) with Blue Torch Finance LLC and certain lenders party thereto. The Financing Agreement provides for a $100.0 million senior secured term loan (the “Initial Term Loan”), a $25.0 million senior secured delayed draw term loan facility (the “Delayed Draw Term Loan”), and a $25.0 million senior secured revolving credit facility (the “Revolving Credit Facility,” and together with the Initial Term Loan and the Delayed Draw Term Loan, the “Credit Facilities”), each of which mature on November 6, 2027. As of March 31, 2024, we had $100.0 million outstanding under the Initial Term Loan and $25.0 million outstanding under the Delayed Draw Term Loan.
The Financing Agreement contains financial covenants requiring us to maintain a minimum level of liquidity at all times, a maximum consolidated leverage ratio (measured on a quarterly basis), and a minimum asset coverage ratio (measured on a monthly basis). As of March 31, 2024, we were in compliance with all required financial covenants.
On March 15, 2024, we entered into Amendment No.1 to the Financing Agreement with Blue Torch Finance LLC (the "First Amendment"). Under the terms of the First Amendment, the parties agreed to reduce the number of business days to submit a notice of borrowing for the Delayed Draw Term Loan, and redefine certain terms within the asset coverage financial covenant. The maturity date remains November 6, 2027, for each of the Initial Term Loan, Delayed Draw Term Loan, and Revolving Credit Facility.
As of March 31, 2024, 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).
Other
For information regarding contingencies, see Note 8 to the Notes to the Unaudited Condensed Consolidated Financial Statements contained herein.
27
Lattus Spine LLC ("Lattus") Contingent Consideration
Under the terms of a contingent consideration obligation in a purchase agreement assumed in the 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, 2024, was $9.7 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, 2024, we classified the remaining contingent consideration liability within other long-term liabilities. For additional discussion of this matter, see Note 7 of the Notes to the Unaudited Condensed Consolidated Financial Statements.
Legion Innovations, LLC Asset Acquisition
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.
IGEA S.p.A Exclusive License and Distribution Agreement
In April 2021, we entered into an Exclusive License and Distribution Agreement (the “License Agreement”) with IGEA S.p.A (“IGEA”), an Italian manufacturer and distributor of bone and cartilage stimulation systems. As consideration for the License Agreement, we agreed to pay up to $4.0 million, of which $0.5 million was paid in 2021, with certain payments contingent upon achieving an FDA milestone.
In May 2022, we achieved FDA approval pertaining to the acquired technology, triggering a contingent consideration milestone obligation of $3.5 million. Of this amount, $1.5 million was paid in 2022, $1.0 million was paid in May 2023, and $1.0 million was accrued within other current liabilities as of March 31, 2024.
Off-balance Sheet Arrangements
As of March 31, 2024, 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, 2023.
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, 2023. 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.
28
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 of the 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.
Adjusted EBITDA
Adjusted EBITDA represents earnings before interest income (expense), income taxes, depreciation, and amortization and excludes the impact of share-based compensation, gains and losses related to changes in foreign exchange rates, charges related to the SeaSpine merger and other strategic investments, acquisition-related fair value adjustments, interest and gains and losses on investments, litigation and investigation costs, charges related to initial compliance with regulations set forth by the European Union Medical Device Regulation, and succession charges. Adjusted EBITDA is the primary metric used by our Chief Operating Decision Maker in managing the business.
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, 2023.
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures
At the end of the period covered by this report, under the supervision and with the participation of our management, including our President and Chief Executive Officer and our Chief Financial Officer, we performed an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. As described below, as of December 31, 2023, management identified a material weakness in our internal control over financial reporting, which is an integral component of our disclosure controls and procedures. Our remediation efforts with respect to this material weakness are continuing, and we have determined that this material weakness is continuing as of March 31, 2024, as there have been no further control instances as of this date to conclude that the applicable controls have been remediated. As a result, our President and Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of March 31, 2024.
Material Weakness in Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting (as such term is defined in the Exchange Act Rule 13a-15(f)). The Company’s internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide
29
reasonable assurance regarding the prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.
Internal control over financial reporting is designed to provide reasonable assurance to the Company’s management and Board of Directors regarding the preparation of reliable financial statements for external purposes in accordance with U.S. GAAP. Because of the inherent limitations in any internal control, no matter how well designed, misstatements may occur and not be prevented or detected. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. Further, the evaluation of the effectiveness of internal control over financial reporting was made as of a specific date, and continued effectiveness in future periods is subject to the risks that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies and procedures may decline.
In connection with the preparation and filing of the Annual Report for the year ended December 31, 2023 (the “2023 Annual Report”), the Company’s management, including our President and Chief Executive Officer and our Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting as of December 31, 2023, based on the framework set forth in “Internal Control—Integrated Framework (2013)” issued by the Committee of Sponsoring Organizations of the Treadway Commission (the COSO criteria). Based on its evaluation, the Company’s management concluded that our internal control over financial reporting was not effective as of December 31, 2023, due to a material weakness in the design and operation of certain management review controls pertaining to business combinations and assessing recoverability of goodwill, resulting from insufficient evidence supporting the precision over the determination of certain estimates and insufficient evidence supporting the operating effectiveness of the associated review controls. This material weakness did not result in any misstatements to the consolidated financial statements or disclosures.
Notwithstanding the material weakness, management has concluded that the financial statements included elsewhere in the 2023 Annual Report presented fairly, in all material respects, our financial position, results of operations, and cash flows in conformity with U.S. GAAP.
Remediation of the Material Weakness
Our management has worked, and continues to work, to strengthen our disclosure controls and procedures and internal control over financial reporting in connection with the material weakness described above. Subsequent to the identification of the material weakness, the Company has better aligned its current finance department staff to enhance the review and oversight of the accounting and finance functions. The Company has also added several key positions in its finance department, including a new Chief Financial Officer, a Senior Vice President of Finance and Strategy, and other supporting roles with backgrounds in financial reporting, technical accounting, and financial planning and analysis. The Company continues to implement the remediation efforts described herein. These remediation efforts are being undertaken under the supervision of the Audit and Finance Committee of our Board of Directors.
We are in the process of implementing and continuing to refine the plan for remediation of the ineffective internal control over financial reporting described above. In addition, we have designed and are implementing the specific remediation initiatives described below:
We believe the remediation steps outlined above have improved and will continue to improve the effectiveness of our internal control over financial reporting. We are committed to remediating the material weakness and we are making progress in that effort. The actions we are taking are subject to ongoing senior management review, as well as oversight from the Audit and Finance Committee. When fully implemented and operational, we believe the measures described above will remediate the underlying causes of the control deficiencies that gave rise to the material weakness and will strengthen our internal control over financial reporting. However, remediation efforts are expected to continue beyond the quarter ended March 31, 2024. Further, we will not be able to fully remediate this material weakness until these steps have been completed and have been operating effectively for a
30
sufficient period of time. We may also identify additional measures that may be required to remediate the material weakness in our internal control over financial reporting, necessitating further action.
Changes in Internal Control over Financial Reporting
Other than the remediation activities described above, there have not been any changes in our internal control over financial reporting during the quarterly period covered by this report that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
31
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
For information regarding legal proceedings, see Note 8 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, 2023.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
We have not made any repurchases of our common stock during the first quarter of 2024.
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
Item 6. Exhibits
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10.1 |
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10.2 |
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10.3 |
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10.4 |
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10.5 |
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10.6 |
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10.7 |
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10.8 |
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32
10.9 |
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10.10 |
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10.11 |
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10.12 |
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10.13* |
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Letter agreement, dated as of March 18, 2024, between Orthofix Medical Inc. and Andres Cedron |
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10.14 |
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10.15 |
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10.16 |
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10.17 |
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10.18* |
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10.19* |
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Letter agreement, dated as of February 2, 2024, between Orthofix Medical Inc. and Lucas Vitale |
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10.20 |
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10.21 |
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10.22 |
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10.23 |
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10.24 |
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10.25* |
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10.26* |
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10.27 |
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31.1* |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer. |
33
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31.2* |
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Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer. |
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32.1# |
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Section 1350 Certifications of each of the Chief Executive Officer and Chief Financial Officer. |
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101.INS* |
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Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document). |
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101.SCH* |
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Inline XBRL Taxonomy Extension Schema Document. |
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101.CAL* |
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Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
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101.DEF* |
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Inline XBRL Taxonomy Extension Definition Linkbase Document. |
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101.LAB* |
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Inline XBRL Taxonomy Extension Label Linkbase Document. |
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101.PRE* |
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Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
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104* |
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Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101). |
* Filed herewith.
# Furnished herewith.
34
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. |
||
|
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||
Date: May 7, 2024 |
By: |
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/s/ MASSIMO CALAFIORE |
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Name: |
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Massimo Calafiore |
|
Title: |
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President and Chief Executive Officer |
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|
|
|
Date: May 7, 2024 |
By: |
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/s/ JULIE ANDREWS |
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Name: |
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Julie Andrews |
|
Title: |
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Chief Financial Officer |
35
March 18, 2024
Andres Cedron
Dear Andres
It gives me great pleasure to present this offer of employment with Orthofix Medical, Inc. (with its subsidiaries and affiliates, “Orthofix”).
Position: The position we are offering you is that of Chief Legal Officer.
Start Date: Your starting date will be on or before April 30, 2024.
Base Salary: Your base salary will be $470,000 per year (the “Base Salary”), less applicable deductions and tax withholdings.
Annual Bonus: Subject to Orthofix policies and satisfaction of applicable performance criteria, you will be eligible to participate in the annual bonus program, with a target bonus opportunity of 70% of your Base Salary. The annual bonus, if payable, will be paid at the same time that such bonuses are paid to other executives, and will be designed to either be exempt from or comply with Internal Revenue Code Section 409A, as determined by the Compensation and Talent Development Committee of Orthofix’s Board of Directors (the “C&TD Committee”) upon establishment each year.
Sign-On Equity Award ($1,500,000): As an inducement to and incentive for accepting this position, you will receive a grant, effective as of your start date, of (i) performance-based restricted stock units (“P-RSUs”), valued at $750,000 (based on the closing price of Orthofix common stock on the grant date, subject to rounding to the nearest whole unit), (ii) Stock Options to purchase shares of Orthofix common stock, valued at $375,000 (based on the Black-Scholes value of Orthofix common stock on the grant date, subject to rounding to the nearest whole option share), and (iii) restricted stock units (“RSUs”) with respect to shares of Orthofix common stock, valued at $375,000 (based on the closing price of Orthofix common stock on the grant date, subject to rounding to the nearest whole unit). All such awards will be subject to continued employment through applicable vesting dates (subject to any applicable acceleration rights).
P-RSUs vesting determined at the end of the 3-year performance period based on Orthofix total shareholder return relative to an industry peer group index, which vesting may be anywhere from 0% to 200% of the target P-RSU amount based on the achievement of the performance goals. If during the term of the Stock Options the average closing price of the Company’s common stock over a one-month calendar period has been equal to or greater than 150% of the closing price of the Company’s common stock on the grant date (the “Sign-On Option Exercise Condition”), the Stock Options will vest upon the later of (i) the date on which the Sign-On Option Exercise Condition is achieved and (ii) the date on which you meet the applicable service-based conditions. The applicable service-based conditions will be met with respect to 1/3 of the Stock Options on the one-year anniversary of the Stock Options’ grant date and with respect to 1/12 of the Stock Options as of the end of each 3-month period during the two years following such one-year anniversary of the grant date. RSUs will vest in annual 33-1/3% installments, with the first tranche vesting on the one-year anniversary of the RSUs’ grant date and the second and third tranches vesting on the two and three year anniversaries of the grant date, respectively. Upon any future Change in Control (as defined under the Change in Control and Severance Agreement), (i) the performance goals for the P-RSUs will be deemed achieved at the greater of 100% of target or actual achievement through the Change in Control closing date and (ii) the Sign-On Option
Orthofix Medical Inc. | 3451 Plano Parkway | Lewisville, TX 75056 | 214.937.2000
www.orthofix.com
Exercise Condition will be deemed achieved. The sign-on equity awards will be subject to the terms and conditions of applicable award agreements.
Benefits: Orthofix will offer you medical, dental, and vision insurance, effective the first of the month after your first 30 days of employment. You will also be eligible to participate in the Orthofix 401(k) retirement plan as of the first of the month after your first 30 days of employment. This plan currently provides an employer match of 100% for the first 4% contribution. A more detailed explanation of these benefits and other benefits will be provided to you under separate cover. Orthofix defers to the provisions of its employee benefits plans, which plans shall govern to the extent of any conflict and which plans may be changed unilaterally by Orthofix.
Relocation Assistance: Your position will be based in Orthofix’s Lewisville, TX offices and as such, Orthofix will provide you with a relocation payment, in an amount such that the estimated after-tax portion (calculated to assume that you are subject to U.S. federal and Texas state income tax, but not subject to income tax in any other jurisdiction) of such amount will be equal to $150,000, such payment to be used for expenses to support establishing residency in the Lewisville, TX area on or before June 30, 2025.
Third-Party Confidentiality/Non-Compete Obligations: Orthofix recognizes that, while you were employed with your prior employers, you may have been exposed to confidential, proprietary, and/or trade secret information (“Third-Party Confidential Information”). Moreover, Orthofix recognizes that you have a legal duty and may have a contractual duty not to use or disclose Third-Party Confidential Information outside of your employment with your former employers. Orthofix also recognizes that you may owe your former employers a contractual duty not to solicit certain customers (“Restricted Customers”). Orthofix has no intention of obtaining any Third-Party Confidential Information in any form. In fact, Orthofix’s expectation is that you will abide by, and comply fully with, the terms of any agreements you may have with respect to such information. By signing below, you represent and warrant that you have complied, and will comply, with any such obligations, including, but not limited to, all confidentiality, non-solicitation, non-competition, and post-employment disclosure obligations. You further represent and warrant that you have not misappropriated any Third-Party Confidential Information and, to the extent you may have access to such information, you will not disclose or use it for any purpose contrary to the terms of any agreements you may have with respect to such information, or to benefit Orthofix in any way.
Orthofix also wishes to ensure that you are not placed in a position which might require you to solicit Restricted Customers or cause the disclosure or use of Third-Party Confidential Information, either intentionally or inadvertently. If you are ever involved in any job situation which could require you to solicit Restricted Customers or cause you to use or disclose any Third-Party Confidential Information, you agree to immediately notify Orthofix’s interim Chief Legal Officer and advise Orthofix’s interim Chief Legal Officer of your concerns. In the event it is determined that a risk of improper solicitation, disclosure, or use does exist, Orthofix will take appropriate measures.
Employment-At-Will: You understand and acknowledge that, if you become employed by Orthofix, you will be an “at-will” employee at all times during your employment. As an at-will employee, both Orthofix and you will have the right to terminate your employment at any time, with or without cause, and with or without notice. At-will employment also means that your job duties, title, compensation, and benefits, as well as the company personnel policies and other procedures, may be changed or terminated at the sole discretion of Orthofix at any time. Please note that, while this offer letter summarizes your anticipated terms and conditions of employment with Orthofix, they may change, and it is not an employment contract.
Other Agreements: Under separate cover, you will receive a Change in Control and Severance Agreement, a Dispute Resolution Agreement, a Confidentiality and Invention Assignment Agreement, and an Indemnification Agreement (the “Other Agreements”), which will become effective as of your first day of employment. Any expense reimbursements or in kind benefits under this offer letter that constitute deferred compensation within the meaning of Section 409A of the Internal Revenue Code shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses
Orthofix Medical Inc. | 3451 Plano Parkway | Lewisville, TX 75056 | 214.937.2000
www.orthofix.com
eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
Acceptance: Your signature at the end of this offer letter constitutes an acceptance of this offer and confirms that no promises, representations, or agreements that are inconsistent with any of the terms of this offer letter have been made to or with you by anyone at Orthofix. Upon acceptance of this Offer Letter the offer and the terms set forth herein are binding and irrevocable by Orthofix until and following the effectiveness of the Change of Control and Severance Agreement.
Andres, we look forward to working with you. Your experience, background and leadership will be a significant asset to Orthofix.
Sincerely,
/s/ MASSIMO CALAFIORE
Massimo Calafiore
President and Chief Executive Officer
ACKNOWLEDGED, ACCEPTED, AND AGREED:
/s/ ANDRES CEDRON Date: March 18, 2024
Andres Cedron
Orthofix Medical Inc. | 3451 Plano Parkway | Lewisville, TX 75056 | 214.937.2000
www.orthofix.com
ORTHOFIX MEDICAL INC.
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This AGREEMENT (the “Agreement”) is made and entered into as of April 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Andres Cedron (the “Executive”).
RECITALS
WHEREAS, the Executive is expected to make significant contributions to the profitability, growth and financial strength of the Company;
WHEREAS, the Company believes that it is important to provide the Executive with severance benefits upon certain terminations of employment to provide the Executive with enhanced financial security and incentive and encouragement to remain with the Company;
WHEREAS, the Company recognizes that the possibility of a Change in Control (as hereinafter defined) and the uncertainty that it would cause could result in the departure or distraction of the Executive, to the detriment of the Company and its stockholders;
WHEREAS, the Company desires to encourage the continued employment of the Executive by the Company and wants assurance that it shall have the continued dedication, loyalty and service of, and the availability of objective advice and counsel from, the Executive notwithstanding the possibility, threat or occurrence of a Change in Control; and
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
Change in Control and Severance Agreement — Cedron, Andres
Effective Date: April 15, 2024
Page 1
MACROBUTTON DocID \\4157-9973-8952 v1
Change in Control and Severance Agreement — Cedron, Andres
Effective Date: April 15, 2024 Page 2
MACROBUTTON DocID \\4157-9973-8952 v1
Notwithstanding this definition of “Change in Control,” the Board, in its sole discretion, may determine that a Change in Control has occurred for purposes of this Agreement, even if the events giving rise to such Change in Control are not expressly described in the above definition.
Change in Control and Severance Agreement — Cedron, Andres
Effective Date: April 15, 2024 Page 3
MACROBUTTON DocID \\4157-9973-8952 v1
Change in Control and Severance Agreement — Cedron, Andres
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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first above written.
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ORTHOFIX MEDICAL INC.
By: /s/ MASSIMO CALAFIORE |
EXECUTIVE /s/ ANDRES CEDRON
Andres Cedron |
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February 2, 2024
Lucas Vitale
1430 Puterbaugh Street
San Diego, CA 92103
Dear Lucas:
It gives me great pleasure to present this offer of employment with Orthofix Medical, Inc. (with its subsidiaries and affiliates, “Orthofix”).
Position: The position we are offering you is that of Chief Administrative Officer.
Start Date: Your starting date will be on February 26, 2024
Base Salary: Your base salary will be $460,000 per year (the “Base Salary”), less applicable deductions and tax withholdings.
Annual Bonus: Subject to Orthofix policies and satisfaction of applicable performance criteria, you will be eligible to participate in the annual bonus program, with a target bonus opportunity of 70% of your Base Salary. Your 2024 annual bonus will not be pro-rated based on your start date. The annual bonus, if payable, will be paid at the same time that such bonuses are paid to other executives, and will be designed to either be exempt from or comply with Internal Revenue Code Section 409A, as determined by the Compensation and Talent Development Committee of Orthofix’s Board of Directors (the “C&TD Committee”) upon establishment each year.
Sign-On Equity Award ($3,000,000): As an inducement to and incentive for accepting this position, you will receive a grant, effective as of your start date, of (i) performance-based restricted stock units (“P-RSUs”), valued at $900,000 (based on the closing price of Orthofix common stock on the grant date, subject to rounding to the nearest whole unit), (ii) Stock Options to purchase shares of Orthofix common stock, valued at $450,000 (based on the Black-Scholes value of Orthofix common stock on the grant date, subject to rounding to the nearest whole option share), (iii)annual vesting restricted stock units (“RSUs”) with respect to shares of Orthofix common stock, valued at $450,000 (based on the closing price of Orthofix common stock on the grant date, subject to rounding to the nearest whole unit), and (iv) cliff vesting RSUs with respect to shares of Orthofix common stock, valued at $1,200,000 (based on the closing price of Orthofix common stock on the grant date, subject to rounding to the nearest whole unit). All such awards will be subject to continued employment through applicable vesting dates (subject to any applicable acceleration rights).
P-RSUs vesting determined at the end of the 3-year performance period based on Orthofix total shareholder return relative to an industry peer group index, which vesting may be anywhere from 0% to 200% of the target P-RSU amount based on the achievement of the performance goals. If during the term of the Stock Options the average closing price of the Company’s common stock over a one-month calendar period has been equal to or greater than 150% of the closing price of the Company’s common stock on the grant date (the “Sign-On Option Exercise Condition”), the Stock Options will vest upon the later of (i) the date on which the Sign-On Option Exercise Condition is achieved and (ii) the date on which you meet the applicable service-based conditions. The applicable service-based conditions will be met with respect to 1/3 of the Stock Options on the one-year anniversary of the Stock Options’ grant date and with respect to 1/12 of the Stock Options as of the end of each 3-month period during the two years following such one-year anniversary of the grant date. The RSUs valued at $450,000 will vest in annual 33-1/3% installments, with the first tranche vesting on the
Orthofix Medical Inc. | 3451 Plano Parkway | Lewisville, TX 75056 | 214.937.2000
www.orthofix.com
one-year anniversary of the RSUs’ grant date and the second and third tranches vesting on the two and three year anniversaries of the grant date, respectively. The RSUs valued at $1,200,000 will vest in one cliff on the third anniversary of the Grant Date. Upon any future Change in Control (as defined under the Change in Control and Severance Agreement), (i) the performance goals for the P-RSUs will be deemed achieved at the greater of 100% of target or actual achievement through the Change in Control closing date and (ii) the Sign-On Option Exercise Condition will be deemed achieved. The sign-on equity awards will be subject to the terms and conditions of applicable award agreements.
Benefits: Orthofix will offer you medical, dental, and vision insurance, effective the first of the month after your first 30 days of employment. You will also be eligible to participate in the Orthofix 401(k) retirement plan as of the first of the month after your first 30 days of employment. This plan currently provides an employer match of 100% for the first 2% contribution and 50% for the next 4% contribution. A more detailed explanation of these benefits and other benefits will be provided to you under separate cover. Orthofix defers to the provisions of its employee benefits plans, which plans shall govern to the extent of any conflict and which plans may be changed unilaterally by Orthofix.
Relocation Assistance: Your position will be based in Orthofix’s Carlsbad, CA offices and as such, Orthofix will provide you with relocation expense reimbursement of up to $100,000 with a gross up for taxes for expenses incurred for the move of your temporary residence in Boston, MA back to San Diego, CA area.
Third-Party Confidentiality/Non-Compete Obligations: Orthofix recognizes that, while you were employed with your prior employers, you may have been exposed to confidential, proprietary, and/or trade secret information (“Third-Party Confidential Information”). Moreover, Orthofix recognizes that you have a legal duty and may have a contractual duty not to use or disclose Third-Party Confidential Information outside of your employment with your former employers. Orthofix also recognizes that you may owe your former employers a contractual duty not to solicit certain customers (“Restricted Customers”). Orthofix has no intention of obtaining any Third-Party Confidential Information in any form. In fact, Orthofix’s expectation is that you will abide by, and comply fully with, the terms of any agreements you may have with respect to such information. By signing below, you represent and warrant that you have complied, and will comply, with any such obligations, including, but not limited to, all confidentiality, non-solicitation, non-competition, and post-employment disclosure obligations. You further represent and warrant that you have not misappropriated any Third-Party Confidential Information and, to the extent you may have access to such information, you will not disclose or use it for any purpose contrary to the terms of any agreements you may have with respect to such information, or to benefit Orthofix in any way.
Orthofix also wishes to ensure that you are not placed in a position which might require you to solicit Restricted Customers or cause the disclosure or use of Third-Party Confidential Information, either intentionally or inadvertently. If you are ever involved in any job situation which could require you to solicit Restricted Customers or cause you to use or disclose any Third-Party Confidential Information, you agree to immediately notify Orthofix’s Chief Legal Officer and advise Orthofix’s Chief Legal Officer of your concerns. In the event it is determined that a risk of improper solicitation, disclosure, or use does exist, Orthofix will take appropriate measures.
Employment-At-Will: You understand and acknowledge that, if you become employed by Orthofix, you will be an “at-will” employee at all times during your employment. As an at-will employee, both Orthofix and you will have the right to terminate your employment at any time, with or without cause, and with or without notice. At-will employment also means that your job duties, title, compensation, and benefits, as well as the company personnel policies and other procedures, may be changed or terminated at the sole discretion of Orthofix at any time. Please note that, while this offer letter summarizes your anticipated terms and conditions of employment with Orthofix, they may change, and it is not an employment contract.
Other Agreements: Under separate cover, you will receive a Change in Control and Severance Agreement, a Dispute Resolution Agreement, a Confidentiality and Invention Assignment Agreement, and an Indemnification Agreement (the “Other Agreements”), which will become effective as of your first day of employment. Any expense reimbursements or in kind benefits under this offer letter that constitute deferred
Orthofix Medical Inc. | 3451 Plano Parkway | Lewisville, TX 75056 | 214.937.2000
www.orthofix.com
compensation within the meaning of Section 409A of the Internal Revenue Code shall be made or provided in accordance with the requirements of Section 409A, including, without limitation, that: (i) the expenses eligible for reimbursement or the amount of in-kind benefits provided in one taxable year shall not affect the expenses eligible for reimbursement or the amount of in-kind benefits provided in any other taxable year; (ii) the reimbursement of an eligible expense shall be made no later than the end of the year after the year in which such expense was incurred; and (iii) the right to reimbursement or in-kind benefits shall not be subject to liquidation or exchange for another benefit.
Acceptance: Your signature at the end of this offer letter constitutes an acceptance of this offer and confirms that no promises, representations, or agreements that are inconsistent with any of the terms of this offer letter have been made to or with you by anyone at Orthofix. Upon acceptance of this Offer Letter the offer and the terms set forth herein are binding and irrevocable by Orthofix until and following the effectiveness of the Change of Control and Severance Agreement.
Sincerely,
/s/ MASSIMO CALAFIORE
Massimo Calafiore
President and Chief Executive Officer
ACKNOWLEDGED, ACCEPTED, AND AGREED:
/s/ LUCAS VITALE Date: February 2, 2024
Lucas Vitale
Orthofix Medical Inc. | 3451 Plano Parkway | Lewisville, TX 75056 | 214.937.2000
www.orthofix.com
ORTHOFIX MEDICAL INC.
CHANGE IN CONTROL AND SEVERANCE AGREEMENT
This AGREEMENT (the “Agreement”) is made and entered into as of March 15, 2024 (the “Effective Date”), by and between Orthofix Medical Inc., a Delaware corporation (together with its direct and indirect subsidiaries, the “Company”), and Lucas Vitale (the “Executive”).
RECITALS
WHEREAS, the Executive is expected to make significant contributions to the profitability, growth and financial strength of the Company;
WHEREAS, the Company believes that it is important to provide the Executive with severance benefits upon certain terminations of employment to provide the Executive with enhanced financial security and incentive and encouragement to remain with the Company;
WHEREAS, the Company recognizes that the possibility of a Change in Control (as hereinafter defined) and the uncertainty that it would cause could result in the departure or distraction of the Executive, to the detriment of the Company and its stockholders; and
WHEREAS, the Company desires to encourage the continued employment of the Executive by the Company and wants assurance that it shall have the continued dedication, loyalty and service of, and the availability of objective advice and counsel from, the Executive notwithstanding the possibility, threat or occurrence of a Change in Control;
NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:
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Notwithstanding this definition of “Change in Control,” the Board, in its sole discretion, may determine that a Change in Control has occurred for purposes of this Agreement, even if the events giving rise to such Change in Control are not expressly described in the above definition.
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IN WITNESS WHEREOF, each of the undersigned has executed this Agreement as of the date first above written.
ORTHOFIX MEDICAL INC.
By: /s/ MASSIMO CALAFIORE Massimo Calafiore |
EXECUTIVE /s/ LUCAS VITALE
Lucas Vitale |
Change in Control and Severance Agreement — Vitale, Lucas
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Execution Version
AMENDMENT NO. 1 TO FINANCING AGREEMENT
This AMENDMENT NO. 1 TO FINANCING AGREEMENT (this “Agreement”), dated as of March 15, 2024, is entered into by and among ORTHOFIX MEDICAL INC., a Delaware corporation (the “Borrower”), the Guarantors party hereto, the lenders party hereto which constitute the Required Lenders under and as defined in the Financing Agreement, and BLUE TORCH FINANCE, LLC, in its capacity as administrative agent for the Lenders (in such capacity, together with its successors and assigns in such capacity, the “Administrative Agent”).
RECITALS:
WHEREAS, reference is hereby made to that certain Financing Agreement, dated as of November 6, 2023 (as amended, restated, supplemented or otherwise modified from time to time, the “Existing Financing Agreement” and, as amended by this Agreement, the “Financing Agreement”); capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed thereto in the Financing Agreement), by and among the Borrower, the Guarantors party thereto from time to time, the Lenders party thereto from time to time, and the Administrative Agent;
WHEREAS, pursuant to and in accordance with Section 12.02 of the Existing Financing Agreement and subject to the conditions set forth herein, the Loan Parties set forth herein, the Administrative Agent and the Required Lenders hereby agree to amend the Existing Financing Agreement as set forth herein.
NOW, THEREFORE, in consideration of the premises and the agreements, provisions and covenants herein contained, the parties hereto agree as follows:
(a) Asset Coverage. As of the last day of each fiscal month, beginning on the fiscal month ending October 31, 2023, permit
(i) the aggregate principal amount of the Loans to exceed
(ii) the sum of the following (such sum, “Asset Coverage”):
(A) for the fiscal month ending June 30, 2024 and each fiscal month ended thereafter, if Liquidity is less than $40,000,000,
(1) 75% multiplied by the applicable Asset Coverage Percentage multiplied by Eligible Accounts plus
(2) 65% multiplied by the applicable Asset Coverage Percentage multiplied by Eligible Inventory plus
(3) 45% multiplied by the applicable Asset Coverage Percentage multiplied by Eligible Equipment and
(B) otherwise,
(1) 50% of the Book Value of Accounts of of Parent and its Subsidiaries plus
(2) 35% of the Book Value of Inventory of of Parent and its Subsidiaries plus
(13) 20% of the Book Value of Equipment of of Parent and its Subsidiaries.
2
3
4
5
[Remainder of page intentionally left blank.]
6
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective duly authorized officers as of the date first above written.
BORROWER:
ORTHOFIX MEDICAL INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
GUARANTORS:
[ ]
ORTHOFIX SERVICES LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ORTHOFIX US LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ISOTIS, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ISOTIS ORTHOBIOLOGICS, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE HOLDINGS CORPORATION
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Financing Agreement]
SEASPINE ORTHOPEDICS INTERMEDIATECO, INC.
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE ORTHOPEDICS CORPORATION
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
SEASPINE SALES LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
THEKEN SPINE LLC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
ORTHOFIX NETHERLANDS B.V.
By: /s/ MAX KLOOSTERHUIS
Name: Max Kloosterhuis
Title: Director
By: /s/ STACY KOHN
Name: Stacy Kohn
Title: Director
7D SURGICAL ULC
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
PROJECT MAPLE LEAF HOLDINGS
By: /s/ STACY KOHN
Name: Stacy Kohn
Title: Vice President
ORTHOFIX LIMITED
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Financing Agreement]
ISOTIS INTERNATIONAL SARL
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
[Signature Page to Amendment No. 1 to Financing Agreement]
[LENDERS]
ORTHOFIX AUSTRALIA PTY LIMITED
ACN 164 431 627
in accordance with section 127 of the Corporations Act 2001 (Cth):
By: /s/ JULIE ANDREWS
Name: Julie Andrews
Title: Chief Financial Officer
By: /s/ STACY KOHN
Name: Stacy Kohn
Title: Vice President
Address: Level 46, Tower One- International Towers Sydney
100 Barangaroo Avenue
Barangaroo, NSW 2000
Australia
[Signature Page to Amendment No. 1 to Financing Agreement]
BLUE TORCH FINANCE LLC.,
as Collateral Agent and Administrative Agent
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BTC OFFSHORE HOLDINGS FUND III LLC
By: Blue Torch Offshore Credit Opportunities Master Fund III LP, its Sole Member
By: Blue Torch Offshore Credit Opportunities GP III LLC, its General Partner
By: KPG BTC Management LLC, its managing member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BTC HOLDINGS SC FUND LLC
By: Blue Torch Credit Opportunities SC Master Fund LP, its sole member
By: Blue Torch Credit Opportunities SC GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BLUE TORCH CREDIT OPPORTUNITIES FUND III LP
By: Blue Torch Credit Opportunities GP III LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BTC HOLDINGS KRS FUND LLC
By: Blue Torch Credit Opportunities KRS Fund LP, its sole member
By: Blue Torch Credit Opportunities KRS GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
[Signature Page to Amendment No. 1 to Financing Agreement]
BTC HOLDINGS SBAF FUND LLC
By: Blue Torch Credit Opportunities SBAF Fund LP, its sole member
By: Blue Torch Credit Opportunities SBAF GP LLC, its general partner
By: KPG BTC Management LLC, its sole member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
BLUE TORCH CREDIT OPPORTUNITIES UNLEVERED FUND III LP
By: Blue Torch Credit Opportunities GP III LLC, its general partner
By: KPG BTC Management LLC, its managing member
By: /s/ KEVIN GENDA
Name: Kevin Genda
Title: Managing Member
[Signature Page to Amendment No. 1 to Financing Agreement]
Schedule 1 – Conditions Subsequent
On file with the Collateral Agent.
Exhibit 31.1
CERTIFICATION
I, Massimo Calafiore, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024, of Orthofix Medical Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has material affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 7, 2024 |
By: |
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/s/ MASSIMO CALAFIORE |
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Name: |
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Massimo Calafiore |
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Title: |
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President and Chief Executive Officer, Director |
Exhibit 31.2
CERTIFICATION
I, Julie Andrews, certify that:
1. I have reviewed this quarterly report on Form 10-Q for the quarterly period ended March 31, 2024, of Orthofix Medical Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
a. designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b. designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c. evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d. disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has material affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
a. all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b. any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
Dated: May 7, 2024 |
By: |
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/s/ JULIE ANDREWS |
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Name: |
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Julie Andrews |
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Title: |
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Chief Financial Officer |
Exhibit 32.1
CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Orthofix Medical Inc. (“Orthofix”) on Form 10-Q for the quarterly period ended March 31, 2024, (the “Report”), as filed with the Securities and Exchange Commission on the date hereof, Massimo Calafiore, President and Chief Executive Officer, Director, and Julie Andrews, Chief Financial Officer, each certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to his knowledge:
1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Orthofix.
Dated: May 7, 2024 |
/s/ MASSIMO CALAFIORE |
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Name: |
Massimo Calafiore |
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Title: |
President and Chief Executive Officer, Director |
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Dated: May 7, 2024 |
/s/ JULIE ANDREWS |
|
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Name: |
Julie Andrews |
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Title: |
Chief Financial Officer |