UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 10-Q

(Mark one)

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~September 30, 2018~~March 31, 2019

☐	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: 0-19961

ORTHOFIX MEDICAL INC.

(Exact name of registrant as specified in its charter)

Delaware		98-1340767
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

3451 Plano Parkway, Lewisville, Texas		75056
(Address of principal executive offices)		(Zip Code)

(214) 937-2000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large Accelerated filer	☒	Accelerated filer	☐

Non-Accelerated filer	☐	Smaller Reporting Company	☐

		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 ☒ No

As of ~~October 26, 2018, 18,920,827~~May 3, 2019, 19,066,984 shares of common stock were issued and outstanding.

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common stock		OFIX		NASDAQ

Table of Contents

		Page
PART I	FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Condensed Consolidated Balance Sheets as of ~~September 30, 2018,~~March 31, 2019, and December 31, ~~2017~~2018	4

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019, and 2018 ~~and 2017~~	5

	Condensed Consolidated Statements of ~~Cash Flows for the nine months ended September 30, 2018 and 2017~~Changes in Shareholders’ Equity	6

	Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2019 and 2018	7

	Notes to the Unaudited Condensed Consolidated Financial Statements	78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	2322

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	3329

Item 4.	Controls and Procedures	3329

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings	3431

Item 1A.	Risk Factors	3431

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	3431

Item 3.	Defaults Upon Senior Securities	3431

Item 4.	Mine Safety Disclosures	3431

Item 5.	Other Information	3431

Item 6.	Exhibits	3532

SIGNATURES		3633

Forward-Looking Statements

This 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. In some cases, you can identify forward-looking statements by terminology such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “believes,” “estimates,” “projects,” “intends,” “predicts,” “potential,” or “continue” or other comparable terminology. These forward-looking statements are not guarantees of our future performance and involve risks, uncertainties, estimates and assumptions that are difficult to predict, including the risks described Part I, Item 1A under the heading Risk Factors in our Annual Report on Form 10-K for the year ended December 31, ~~2017~~2018 (the ~~“2017~~“2018 Form 10-K”) and other Securities and Exchange Commission (“SEC”) filings. Therefore, our actual outcomes and results may differ materially from those expressed in these forward-looking statements. You should not place undue reliance on any of these forward-looking statements. Further, any forward-looking statement speaks only as of the date hereof, unless it is specifically otherwise stated to be made as of a different date. We undertake no obligation to further update any such statement, or the risk factors described in the ~~2017~~2018 Form 10-K and other SEC filings, to reflect new information, the occurrence of future events or circumstances or otherwise.

Trademarks

Solely for convenience, our trademarks and trade names in this report are referred to without the ® and ™ symbols, but such references should not be construed as any indicator that we will not assert, to the fullest extent under applicable law, our rights thereto.

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

ORTHOFIX MEDICAL INC.

Condensed Consolidated Balance Sheets

(U.S. Dollars, in thousands, except share data)	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
	(Unaudited)				(Unaudited)
Assets
Current assets
Cash and cash equivalents	$	53,783	$	81,157	$	46,668	$	69,623
Restricted cash		2,459		—		2,540		2,566
Accounts receivable, net of allowances of $8,039 and $8,405, respectively		74,356		63,437
Trade accounts receivable, net of allowances of $7,448 and $7,463, respectively						79,615		77,747
Inventories		79,895		81,330		79,128		76,847
Prepaid expenses and other current assets		34,517		25,877		16,387		17,856
Total current assets		245,010		251,801		224,338		244,639
Property, plant and equipment, net		43,575		45,139		63,727		42,835
Intangible assets, net		51,637		10,461		56,764		51,897
Goodwill		70,747		53,565		71,177		72,401
Deferred income taxes		36,030		23,315		36,575		33,228
Other long-term assets		3,166		21,073		26,735		21,641
Total assets	$	450,165	$	405,354	$	479,316	$	466,641
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	15,426	$	18,111	$	19,643	$	17,989
Current portion of finance lease liability						359		—
Other current liabilities		61,387		61,295		43,652		67,919
Total current liabilities		76,813		79,406		63,654		85,908
Long-term portion of finance lease liability						20,879		—
Other long-term liabilities		50,002		29,340		51,101		45,336
Total liabilities		126,815		108,746		135,634		131,244
Contingencies (Note 6)
Contingencies (Note 9)
Shareholders’ equity
Common shares $0.10 par value; 50,000,000 shares authorized; 18,536,716 and 18,278,833 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively		1,854		1,828
Common shares $0.10 par value; 50,000,000 shares authorized; 18,790,769 and 18,579,688 issued and outstanding as of March 31, 2019 and December 31, 2018, respectively						1,879		1,858
Additional paid-in capital		238,422		220,591		252,862		243,165
Retained earnings		78,207		70,402		87,108		87,078
Accumulated other comprehensive income		4,867		3,787		1,833		3,296
Total shareholders’ equity		323,350		296,608		343,682		335,397
Total liabilities and shareholders’ equity	$	450,165	$	405,354	$	479,316	$	466,641

The accompanying notes form an integral part of these condensed consolidated financial statements

ORTHOFIX MEDICAL INC.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

Three Months Ended
September 30,

Nine Months Ended
September 30,

(Unaudited, U.S. Dollars, in thousands, except share and per share data)

2018

2017

2018

2017

Net sales

$
111,708

$
105,247

$
331,964

$
316,927

Cost of sales

24,020

23,717

71,002

69,475

Gross profit

87,688

81,530

260,962

247,452

Sales and marketing

49,898

47,493

151,695

146,496

General and administrative

22,705

18,068

64,457

56,759

Research and development

9,598

6,935

24,426

21,246

Changes in fair value of contingent consideration

1,580

—

2,689

—

Operating income

3,907

9,034

17,695

22,951

Interest income (expense), net

(181
)

(15
)

(615
)

106

Other income (expense), net

(5,054
)

479

(5,785
)

(3,284
)
Income (loss) before income taxes

(1,328
)

9,498

11,295

19,773

Income tax benefit (expense)

115

(6,150
)

(6,346
)

(13,998
)
Net income (loss) from continuing operations

(1,213
)

3,348

4,949

5,775

Discontinued operations (Note 6)

Income (loss) from discontinued operations

—

65

(3
)

(1,762
)
Income tax benefit (expense)

2

43

(6
)

642

Net income (loss) from discontinued operations

2

108

(9
)

(1,120
)
Net income (loss)

$
(1,211
)

$
3,456

$
4,940

$
4,655

Net income (loss) per common share—basic

Net income (loss) from continuing operations

$
(0.07
)

$
0.18

$
0.26

$
0.32

Net income (loss) from discontinued operations

—

0.01

—

(0.06
)
Net income (loss) per common share—basic

$
(0.07
)

$
0.19

$
0.26

$
0.26

Net income (loss) per common share—diluted

Net income (loss) from continuing operations

$
(0.07
)

$
0.18

$
0.26

$
0.31

Net income (loss) from discontinued operations

—

0.01

—

(0.06
)
Net income (loss) per common share—diluted

$
(0.07
)

$
0.19

$
0.26

$
0.25

Weighted average number of common shares:

Basic

18,562,204

18,180,845

18,460,848

18,071,093

Diluted

18,562,204

18,572,791

18,864,169

18,394,542

Other comprehensive income, before tax

Unrealized gain (loss) on debt securities

1,240

—

3,200

$
(3,220
)
Reclassification adjustment for loss on debt securities in net income

—

—

—

5,585

Currency translation adjustment

(844
)

1,111

(1,322
)

3,993

Other comprehensive income before tax

396

1,111

1,878

6,358

Income tax related to items of other comprehensive income

(366
)

—

(798
)

(900
)
Other comprehensive income, net of tax

30

1,111

1,080

5,458

Comprehensive income (loss)

$
(1,181
)

$
4,567

$
6,020

$
10,113

	Three Months Ended March 31,
(Unaudited, U.S. Dollars, in thousands, except share and per share data)	2019			2018
Net sales	$	109,112		$	108,709
Cost of sales		23,708			24,147
Gross profit		85,404			84,562
Sales and marketing		53,694			50,268
General and administrative		20,472			19,424
Research and development		9,229			6,937
Acquisition-related amortization and remeasurement (Note 13)		6,457			63
Operating income (loss)		(4,448	)		7,870
Interest expense, net		(257	)		(183	)
Other income (expense), net		(404	)		2,912
Income (loss) before income taxes		(5,109	)		10,599
Income tax benefit (expense)		6,006			(5,373	)
Net income	$	897		$	5,226

Net income per common share:
Basic	$	0.05		$	0.28
Diluted		0.05			0.27
Weighted average number of common shares:
Basic		18,750,184			18,404,856
Diluted		19,191,146			18,874,591

Other comprehensive income (loss), before tax
Unrealized loss on debt securities		(2,593	)		—
Currency translation adjustment		(449	)		697
Other comprehensive income (loss) before tax		(3,042	)		697
Income tax related to items of other comprehensive income (loss)		641			—
Other comprehensive income (loss), net of tax		(2,401	)		697
Comprehensive income (loss)	$	(1,504	)	$	5,923

The accompanying notes form an integral part of these condensed consolidated financial statements

ORTHOFIX MEDICAL INC.

Condensed Consolidated Statements of Changes in Shareholders’ Equity

(Unaudited, U.S. Dollars, in thousands, except share data)	Number of Common Shares Outstanding		Common Shares		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income			Total Shareholders’ Equity
At December 31, 2018		18,579,688	$	1,858	$	243,165	$	87,078		$	3,296		$	335,397
Cumulative effect adjustment from adoption of ASU 2016-02		—		—		—		71			—			71
Cumulative effect adjustment from adoption of ASU 2018-02		—		—		—		(938	)		938			—
Net income		—		—		—		897			—			897
Other comprehensive loss, net of tax		—		—		—		—			(2,401	)		(2,401	)
Share-based compensation		—		—		5,685		—			—			5,685
Common shares issued, net		211,081		21		4,012		—			—			4,033
At March 31, 2019		18,790,769	$	1,879	$	252,862	$	87,108		$	1,833		$	343,682

(Unaudited, U.S. Dollars, in thousands, except share data)	Number of Common Shares Outstanding		Common Shares		Additional Paid-in Capital		Retained Earnings			Accumulated Other Comprehensive Income		Total Shareholders’ Equity
At December 31, 2017		18,278,833	$	1,828	$	220,591	$	70,402		$	3,787	$	296,608
Cumulative effect adjustment from adoption of ASU 2014-09		—		—		—		4,761			—		4,761
Cumulative effect adjustment from adoption of ASU 2016-16		—		—		—		(1,896	)		—		(1,896	)
Net income		—		—		—		5,226			—		5,226
Other comprehensive income, net of tax		—		—		—		—			697		697
Share-based compensation		—		—		3,916		—			—		3,916
Common shares issued, net		126,511		13		3,849		—			—		3,862
At March 31, 2018		18,405,344	$	1,841	$	228,356	$	78,493		$	4,484	$	313,174

The accompanying notes form an integral part of these condensed consolidated financial statements

ORTHOFIX MEDICAL INC.

Condensed Consolidated Statements of Cash Flows

	Nine Months Ended September 30,						Three Months Ended March 31,
(Unaudited, U.S. Dollars, in thousands)	2018			2017			2019			2018
Cash flows from operating activities
Net income	$	4,940		$	4,655		$	897		$	5,226
Adjustments to reconcile net income to net cash from operating activities
Depreciation and amortization		13,661			15,421			5,727			4,369
Amortization of debt costs and other assets		818			1,072
Amortization of operating lease assets, debt costs and other assets								773			375
Provision for doubtful accounts		(571	)		1,555			46			(35	)
Deferred income taxes		(5,082	)		153			(1,582	)		277
Share-based compensation		14,392			9,124			5,685			3,916
Other-than-temporary impairment on debt securities		—			5,585
Loss on valuation of equity securities		3,050			—
Interest and gain on valuation of investment securities								(593	)		(1,629	)
Change in fair value of contingent consideration		2,689			—			5,400			—
Other		1,040			823			586			208
Changes in operating assets and liabilities, net of effects of acquisition
Changes in operating assets and liabilities, net of effects of acquisitions
Accounts receivable		(225	)		(4,302	)		(2,027	)		(4,925	)
Inventories		6,880			(14,714	)		(2,477	)		1,664
Prepaid expenses and other current assets		1,498			1,377			1,427			2,166
Accounts payable		(2,788	)		(2,233	)		1,883			(4,459	)
Other current liabilities		(13,130	)		(11,639	)		(12,439	)		(11,310	)
Payment of contingent consideration								(1,340	)		—
Other long-term assets and liabilities		1,657			2,248			(3,005	)		597
Net cash from operating activities		28,829			9,125			(1,039	)		(3,560	)
Cash flows from investing activities
Acquisition of business, net of cash acquired		(43,749	)		—
Capital expenditures for property, plant and equipment		(9,586	)		(11,441	)		(4,643	)		(2,831	)
Capital expenditures for intangible assets		(1,138	)		(1,849	)		(273	)		(607	)
Asset acquisitions and other investments		(1,448	)		—			(6,400	)		(1,217	)
Other investing activities		—			474
Net cash from investing activities		(55,921	)		(12,816	)		(11,316	)		(4,655	)
Cash flows from financing activities
Proceeds from issuance of common shares		5,866			6,277			6,331			4,378
Payments related to withholdings for share-based compensation		(2,402	)		(3,679	)		(2,298	)		(516	)
Payment of debt issuance costs and other financing activities		(476	)		—
Payment of contingent consideration								(13,660	)		—
Payments related to finance lease obligation								(99	)		—
Other financing activities								(670	)		(165	)
Net cash from financing activities		2,988			2,598			(10,396	)		3,697
Effect of exchange rate changes on cash		(811	)		1,077			(230	)		417
Net change in cash, cash equivalents, and restricted cash		(24,915	)		(16	)		(22,981	)		(4,101	)
Cash, cash equivalents, and restricted cash at the beginning of period		81,157			53,941			72,189			81,157
Cash, cash equivalents, and restricted cash at the end of period	$	56,242		$	53,925		$	49,208		$	77,056

Components of cash, cash equivalents and restricted cash at the end of period
Cash and cash equivalents	$	53,783		$	53,925		$	46,668		$	77,056
Restricted cash		2,459			—			2,540			—
Cash, cash equivalents, and restricted cash at the end of period	$	56,242		$	53,925		$	49,208		$	77,056

Supplemental Disclosure of Cash Flow Information:
Noncash investing activities:
Purchase of intangible assets	$	1,581		$	—		$	—		$	1,181
Contingent consideration recognized at acquisition date		25,491			—

The accompanying notes form an integral part of these condensed consolidated financial statements

ORTHOFIX MEDICAL INC.

Notes to the Unaudited Condensed Consolidated Financial Statements

1. Business and basis of presentation

Orthofix Medical Inc. ~~(previously Orthofix International N.V.)~~, together with its subsidiaries (the “Company” or “Orthofix”) is a global medical device company focused on musculoskeletal products and therapies. Headquartered in Lewisville, Texas, the Company has ~~four~~two reporting segments: ~~Bone Growth Therapies (formerly referred to as BioStim), Spinal Implants (formerly referred to as~~Global Spine ~~Fixation), Biologics,~~ and ~~Orthofix Extremities (formerly referred to as Extremity Fixation).~~Global Extremities.

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, ~~2017.~~2018. Operating results for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, ~~2018.~~2019.

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,~~recognition; contractual ~~allowances,~~allowances; allowance for doubtful ~~accounts, inventories, goodwill and~~accounts; inventories; valuation of intangible ~~asset impairment,~~assets; goodwill; fair value measurements, including contingent consideration; litigation and contingent ~~liabilities, contingent consideration, income taxes,~~liabilities; tax matters; and share-based compensation. Actual results could differ from these estimates.

~~On July~~Prior period reclassifications

Certain amortization expense related to intangible assets previously reported in general and administrative expenses have been reclassified to acquisition-related amortization and remeasurement based on use of the underlying intangible asset. This reclassification resulted in a decrease to general and administrative expenses of $0.1 million and an increase in acquisition related amortization and remeasurement expense of $0.1 million for the three months ended March 31, ~~2018,~~2018.

Change in Reporting Segments

The Company has changed its reportable business segments beginning with the first quarter of 2019, to align with changes in how the Company ~~completed a change in~~manages its ~~jurisdiction~~business, reviews operating performance and allocates resources. The Company now reports results under two reportable segments: Global Spine and Global Extremities, and measures operating performance of organization from Curaçao to the State of Delaware (the “Domestication”) in accordance with the conversion procedures of Articles 304 and 305 of Book 2 of the Curaçao Civil Code and the domestication procedures of Section 388 of Delaware General Corporation Law. The Company’s shareholders approved a proposal to adopt a shareholders’ resolution authorizing the Domestication at the Company’s 2018 Annual General Meeting of Shareholders heldthese two reportable segments based on July 17, 2018 (the “Annual General Meeting”) by the affirmative vote of shareholders representing an absolute majority of the outstanding common shares of the Company as of the record date for the Annual General Meeting.

Upon the effectiveness of the Domestication, each common share of Orthofix International N.V. was automatically converted into one share of common stock of Orthofix Medical Inc. The Company’s common stock continues to be traded on the Nasdaq Global Select Market under the symbol “OFIX.”EBITDA. For additional discussion regarding segments, see Note 12.

1.2. Recently adopted accounting standards and recently issued accounting pronouncements

Adoption of ~~Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers~~ASU 2016-02, Leases (Topic ~~606)~~842)

In ~~May 2014,~~February 2016 the Financial Accounting Standards Board (“FASB”) issued ~~ASU 2014-09. Topic 606 supersedes~~Accounting Standards Update (“ASU”) 2016-02, which changes how lessees account for leases. For most leases, a liability will be recorded on the ~~revenue recognition requirements in Topic 605,~~ ~~Revenue Recognition, and requires entities to~~balance sheet based on the present value of future lease obligations with a corresponding right-of-use asset. For leases classified as operating leases, the Company will recognize ~~revenue when control~~lease costs on a straight-line basis based on the combined amortization of the ~~promised goods or services is transferred~~lease obligation and the right-of-use asset. Other leases will be accounted for as finance leases similar to ~~customers at an amount that reflects~~capital leases under the previous accounting standard. Effective January 1, 2019, the Company adopted ASU 2016-02 using a modified retrospective approach. Upon adoption, the Company elected a package of practical expedients permitted within the new standard. The practical expedients adopted allow the Company to carry forward its historical lease classification and to not separate and allocate the consideration ~~to which the entity expects to be entitled in exchange for those goods or services.~~paid between lease and non-lease components included within a contract. The Company also adopted ~~Accounting Standards Codification (“ASC”) 606 as~~an optional transition method that waives the requirement to apply the ASU to the comparative periods presented within the financial statements in the year of adoption. Therefore, results for reporting periods beginning after January 1, ~~2018 using the modified retrospective transition method. Results for~~2019 are presented under Topic 842, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting policies under ~~the previous revenue recognition standard,~~ Topic ~~605.~~840. See Note 85 for ~~further details.~~additional discussion of the Company’s adoption of Topic 842 and its lease accounting policies.

Adoption of ASU ~~2016-01, Financial Instruments~~2018-02, Income Statement – ~~Overall (Subtopic 825-10), and ASU 2018-03, Technical Corrections and Improvements to Financial Instruments~~Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income~~– Overall (Subtopic 825-10)~~

In ~~January 2016,~~February 2018, the FASB issued ASU ~~2016-01,~~2018-02, which was then further clarified in ASU 2018-03, in February 2018. This guidance requires entities to generally measure equity investments at fair value and recognize any changes in fair value in net income. However, for certain equity investments that do not have readily determinable fair values, the new guidance allows entities to ~~choose~~reclassify from accumulated other comprehensive income to ~~measure these investments using a new measurement alternative, which values the investments at cost, less any impairments, plus or minus changes~~retained earnings stranded tax effects resulting from ~~observable price~~the Tax Cuts and Jobs Act (the "Tax Act"). The Company adopted this guidance effective January 1, 2019, which resulted in an increase to accumulated other comprehensive income and a decrease in retained earnings of $0.9 million.

Other recently adopted accounting guidance

In August 2018, the Securities and Exchange Commission (the “SEC” or the “Commission”) issued SEC Final Rule Release No. 33-10532, Disclosure Update and Simplification, which amends certain of the Commission’s disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. GAAP, or changes in ~~orderly transactions~~the information environment. However, in certain instances, the amendments expanded disclosure requirements, including those related to interim disclosures about changes in shareholders’ equity. As amended in the final rule, registrants must now analyze changes in shareholders’ equity, in the form of a reconciliation for ~~identical or similar investments of~~ the ~~same issuer.~~current year-to-date interim periods, with subtotals for each interim period. The Company ~~prospectively~~ adopted ~~both ASU 2016-01 and ASU 2018-03~~Release No. 33-10532 during the first quarter of

2018 and elected to use the new measurement alternative for the Company’s equity investments in Bone Biologics, Inc. (“Bone Biologics”), which have historically been held at cost. This resulted in an increase in the previously recorded value of the Company’s equity investments in Bone Biologics, which were recorded within other current assets or long-term assets and other income (expense), of $1.6 million, or $0.09 per share before taxes, during the three months ended March 31, 2018. During the three months ended September 30, 2018, Bone Biologics completed a series of equity financing activities, which provided a new observable price change in an orderly transaction. As a result, the Company determined its investment to be impaired and recorded a charge of $4.4 million during the third quarter of 2018. See Note 5 for further details.

~~Adoption of ASU 2016-16, Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory~~

In October 2016, the FASB issued ASU 2016-16, which reduces diversity in practice of accounting for intra-entity transfers of assets, particularly for intra-entity transfers of intellectual property. The new standard states an entity should recognize the income tax consequences of an intra-entity transfer when the transfer occurs, as opposed to historical U.S. GAAP guidance which prohibited the recognition of current and deferred income taxes for an intra-entity asset transfer until the asset had been sold to an outside party. During the third and fourth quarters of 2017, the Company executed two intra-entity asset transfers that resulted in prepaid income taxes of $8.6 million. The Company adopted this new standard using a modified retrospective approach as of January 1, 2018, 2019, which resulted in ~~a reduction~~changes in shareholders’ equity presented within the Condensed Consolidated Statements of ~~prepaid income taxes and an increase~~Changes in deferred tax assets with these changes offset by an adjustment to the Company's opening retained earnings of approximately $1.9 million. Adoption of this guidance did not have a material impact to the Company’s condensed consolidated statements of operations and comprehensive income (loss) or to its condensed consolidated statements of cash flows.Shareholders’ Equity.

~~Adoption of ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash~~

~~In November 2016, the FASB issued ASU 2016-18, which~~ ~~reduces diversity in classification and presentation of restricted cash, including transfers between cash and restricted cash, on the statement of cash flows.~~ The Company adopted this standard as of January 1, 2018 using a retrospective transition approach. Adoption of this ASU resulted in an increase in net cash from operating activities of $2.5 million for the nine months ended September 30, 2018 and a decrease in net cash from operating activities of $14.4 million for the nine months ended September 30, 2017.

~~Adoption of ASU 2017-01, Business Combinations (Topic 805)~~

In January 2017, the FASB issued ASU 2017-01, which clarifies the definition of a business. This amendment states that when substantially all of the fair value of gross assets acquired is concentrated in a single identifiable asset or a group of similar identifiable assets, that the set of assets acquired is not a business, which will likely result in more acquisitions being accounted for as asset acquisitions rather than business combinations. Based upon this guidance, which the Company adopted as of January 1, 2018, the Company accounted for certain transactions during the first and third quarters of 2018 for approximately $1.9 million and $0.7 million, respectively, as asset acquisitions rather than business combinations, as the sets of assets acquired did not meet the definition of a business.

Recently issued accounting pronouncements

Topic	Description of Guidance	Effective Date	Status of Company's Evaluation
~~Leases~~ ~~(ASU 2016-02 and other related updates)~~Financial Instruments - Credit Losses (ASU 2016-13)	Requires ~~a lessee to recognize lease~~that credit losses for certain types of financial instruments be estimated based on expected losses and also modifies the impairment models for available-for-sale debt securities and for purchased financial assets ~~and lease liabilities for leases classified as operating leases.~~with credit deterioration since their origination. Applied using a modified retrospective approach. An entity can choose to apply the provisions at the beginning of the earliest comparative period presented in the financial statements or at the beginning of the period of adoption. The Company expects to apply the provisions at the beginning of the period ofapproach, with early adoption ~~beginning on January 1, 2019.~~permitted.	January 1, ~~2019~~2020	The Company has established a cross-functional implementation team to analyze the impact of the standard on the Company's population of leases and to evaluate the Company's current accounting policies relating to leases. The Company is currently evaluating the impact this ASU may have on its consolidated financial statements; however, the Company expects this guidance will materially impact the Company's consolidated balance sheet, resulting in current operating lease obligations being reflected on the consolidated balance sheet. The Company is continuing to evaluate the potential impact to the Company's balance sheet, but expects to recognize lease assets and lease liabilities as of January 1, 2019, in excess of $12 million. The Company does not expect material impacts to its consolidated statements of operations and comprehensive income (loss) or to the consolidated statements of cash flows. Additionally, the Company expects to materially change its disclosures to provide users more quantitative and qualitative information about the Company's leases, any significant judgments required in applying the ASU, and amounts recognized within the consolidated financial statements related to the Company's leases.statements.
Goodwill (ASU 2017-04)	Eliminates Step 2 of the current goodwill impairment test, which requires a hypothetical purchase price allocation to measure goodwill impairment. A goodwill impairment loss will instead be measured at the amount by which a reporting unit's carrying value exceeds its fair value, not to exceed the recorded amount of goodwill. Applied on a prospective basis, with early adoption permitted.	January 1, 2020	The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. However, the Company does not expect this ASU to have a significant impact on its financial statements or disclosures.
~~Comprehensive income~~ ~~(ASU 2018-02)~~	Allows entities to reclassify from accumulated other comprehensive income to retained earnings stranded tax effects resulting from the Tax Cuts and Jobs Act (the "Tax Act"). Applied either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Act is recognized.	~~January 1, 2019~~	~~The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.~~

~~Topic~~		~~Description of Guidance~~		~~Effective Date~~		~~Status of Company's Evaluation~~
Fair value measurement (ASU 2018-13)		Eliminates such disclosures as the amount of and reasons for transfers between Level 1 and Level 2 of the fair value hierarchy and adds new disclosure requirements for Level 3 measurements. Certain of the provisions are to be applied retrospectively with other provisions applied prospectively.		January 1, 2020		The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

Topic		Description of Guidance		Effective Date		Status of Company's Evaluation
Implementation costs in a cloud computing arrangement that is a service contract (ASU 2018-15)		Aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain internal-use software. The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendments in this update. Applied either retrospectively or prospectively to all implementation costs incurred after the date of adoption.		January 1, 2020		The Company is currently evaluating the impact this ASU may have on its consolidated financial statements.

~~Other recently issued accounting guidance~~

~~In August 2018, the Securities and Exchange Commission (the “SEC” or the “Commission”) issued SEC Final Rule Release No. 33-10532,~~ ~~Disclosure Update and Simplification~~, which amends certain of the Commission’s disclosure requirements that have become redundant, duplicative, overlapping, outdated, or superseded, in light of other Commission disclosure requirements, U.S. GAAP, or changes in the information environment. However, in certain instances, the amendments expanded disclosure requirements, including those related to interim disclosures about changes in shareholders’ equity. As amended in the final rule, registrants must now analyze changes in shareholders’ equity, in the form of a reconciliation for the current year-to-date interim periods, with subtotals for each interim period. The final rule is effective for all filings submitted on or after November 5, 2018. As a result, the Company anticipates that it will present a Condensed Consolidated Statement of Changes in Shareholders’ Equity within its interim financial statements beginning in its Form 10-Q for the quarter ending March 31, 2019.3. Acquisitions

2. Acquisition of Spinal Kinetics, Inc.

On ~~March 15,~~April 30, 2018, the Company ~~entered into a definitive merger agreement (the “Merger Agreement”) to acquire 100% of~~completed the ~~outstanding stock~~acquisition of Spinal Kinetics Inc. (“Spinal Kinetics”), a privately held developer and manufacturer of artificial cervical and lumbar discs to strengthen the Company’s product portfolio and fill a strategic gap in the Spinal Implants business. On April 30, 2018, the Company completed the acquisition and all outstanding shares of Spinal Kinetics’ capital stock were converted into the right to receive at the closing an aggregate offor $45.0 million in net cash, subject to certain adjustments, plus potential milestone payments of up to $60.0 million in cash. The ~~Company made~~acquisition date fair value of the ~~closing payments from cash on hand on April 30, 2018.~~consideration transferred was $76.6 million. The results of operations for Spinal Kinetics have been included in the Company’s financial results since the acquisition date, April 30, 2018.

~~The acquisition date fair value of the consideration transferred was $76.1 million, which consisted of the following:~~

(U.S. Dollars, in thousands)

Fair value of consideration transferred

Cash paid

$
50,564

Contingent consideration

25,491

Total fair value of consideration transferred

$
76,055

The contingent consideration consists of potential future milestone payments of up to $60.0 million in cash. The milestone payments include (i) up to $15.0 million if the U.S. Food and Drug Administration (the “FDA”) grants approval of Spinal Kinetics’ M6-C artificial cervical disc (the “FDA Milestone”) and (ii) revenue-based milestone payments of up to $45.0 million in connection with future sales of the M6-C artificial cervical disc and the M6-L artificial lumbar disc. Milestones must be achieved within five years of April 30, 2018 to trigger applicable payments. The fair value of the contingent consideration arrangement at the acquisition date was $25.5 million and was $28.2 million as of September 30, 2018; however, the actual amount ultimately paid could be higher or lower than the fair value of the contingent consideration. The increase in fair value of $2.7 million was recorded as an operating expense labeled changes in fair value of contingent consideration. For additional discussion regarding the valuation of the contingent consideration, see Note 5.7.

The following table summarizes the ~~preliminary estimated~~ fair values of ~~the~~ assets acquired and liabilities assumed at the acquisition date. ~~A final determination~~During the first quarter of 2019, the allocation of the purchase price to assets acquired and liabilities assumed has not been made and the following should be considered preliminary. The final determination is subject to completion of the Company’sCompany finalized its valuation of ~~the~~ assets acquired and liabilities assumed, which ~~it expects to complete within one year~~resulted in an adjustment between deferred income taxes and goodwill.

(U.S. Dollars, in thousands)	Preliminary Acquisition Date Fair Value as Previously Reported		Adjustments			Final Acquisition Date Fair Value		Assigned Useful Life
Assets acquired
Cash and cash equivalents	$	6,785	$	—		$	6,785
Restricted cash		30		—			30
Accounts receivable		1,705		—			1,705
Inventories		8,175		—			8,175
Prepaid expenses and other current assets		315		—			315
Property, plant and equipment		2,285		—			2,285
Other long-term assets		320		—			320
Developed technology		12,400		—			12,400	10 years
In-process research and development ("IPR&D")		26,800		—			26,800	10 years
Tradename		100		—			100	2 years
Deferred income taxes		2,374		1,220			3,594
Total identifiable assets acquired	$	61,289	$	1,220		$	62,509

Liabilities assumed
Accounts payable	$	351	$	—		$	351
Other current liabilities		2,873		(4	)		2,869
Other long-term liabilities		301		—			301
Total liabilities assumed	$	3,525	$	(4	)	$	3,521
Goodwill		18,836		(1,224	)		17,612
Total fair value of consideration transferred	$	76,600	$	—		$	76,600

On February 6, 2019, the Company obtained U.S. Food and Drug Administration (“FDA”) approval of the ~~acquisition date.~~

(U.S. Dollars, in thousands)

As of April 30, 2018

Assigned Useful Life
Assets acquired

Cash and cash equivalents

$
6,785

Restricted cash

30

Accounts receivable

1,705

Inventories

8,175

Prepaid expenses and other current assets

315

Property, plant and equipment

2,285

Other long-term assets

320

Developed technology

12,400

10 years
In-process research and development ("IPR&D")

26,800

Indefinite
Tradename

100

2 years
Deferred income taxes

3,483

Total identifiable assets acquired

$
62,398

Liabilities assumed

Accounts payable

$
351

Other current liabilities

2,873

Other long-term liabilities

301

Total liabilities assumed

3,525

Goodwill

17,182

Total fair value of consideration transferred

$
76,055

M6-C artificial cervical disc for patients suffering from cervical disease degeneration and started amortizing IPR&D. The purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired from Spinal Kinetics. As a result, the Company recorded goodwill in connection with the acquisition. Specifically, the goodwill includes the assembled workforce and synergies associated with the combined entity and is not expected to be deductible for tax purposes. The $17.2$17.6 million of goodwill recognized was assigned to the ~~Spinal Implants~~Global Spine reporting segment.

The ~~IPR&D intangible asset is considered an indefinite-lived asset until the completion or abandonment of the associated research and development efforts. Accordingly,~~Company did not recognize any acquisition related costs during the ~~development period after the acquisition, this asset is not amortized but, instead, is subject to impairment review~~three months ended March 31, 2019 and ~~testing provisions. Upon completion of the IPR&D project, which the Company currently expects to occur mid-2019, the Company will determine the useful life of the asset and begin amortization.~~

~~The Company recognized $0.3 million and $3.3~~recorded $1.5 million of acquisition related costs ~~that were expensed~~ during the three ~~and nine~~ months ended ~~September 30, 2018, respectively.~~March 31, 2018. These costs are included in the condensed consolidated statements of operations and comprehensive income (loss) within general and administrative expenses. The Company’s results of operations included ~~$2.9~~revenues of $3.1 million ~~and $5.2 million of revenue from Spinal Kinetics from the date of acquisition for the three and nine months ended September 30, 2018~~ and net loss of ~~$2.1 million and $3.5~~$4.0 million from ~~the date of acquisition~~Spinal Kinetics for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 in the condensed consolidated statements of operations and comprehensive income (loss).

The following table presents the unaudited pro forma results for the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ which combines the historical results of operations of Orthofix and Spinal Kinetics as though the companies had been combined as of January 1, ~~2017.~~2018. The unaudited pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such time.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018		2017		2018		2017		2019		2018
	(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)		(unaudited)
Net sales	$	111,708	$	109,019	$	336,882	$	328,182	$	109,112	$	112,455
Net income from continuing operations		78		1,415		7,055		448
Net income										897		4,899

3.Options Medical, LLC Asset Acquisition

On January 31, 2019, the Company acquired certain assets of Options Medical, LLC, (“Options Medical”) a medical device distributor based in Florida. Under the terms of the acquisition, the parties agreed to terminate an existing exclusive sales representative agreement, employees of Options Medical became employees of the Company and the Company acquired all customer lists and customer information related to the sale of the Company’s products. As consideration for the assets acquired, the Company paid $6.4 million. Additionally, as an inducement to enter into employment with the Company, the Company provided 25,478 restricted stock units (“RSUs”), with a fair value of $1.4 million, to the Options Medical founder. These RSUs will vest in one-third annual increments beginning on the first anniversary of the grant date and are contingent upon continued employment. The following table summarizes the fair values of assets acquired and liabilities assumed at the acquisition date.

(U.S. Dollars, in thousands)	Fair Value		Balance Sheet Classification	Assigned Useful Life
Assets acquired
Operating lease assets	$	175	Other long-term assets
Customer relationships		5,832	Intangible assets, net	10 years
Assembled workforce		568	Intangible assets, net	5 years
Total identifiable assets acquired	$	6,575

Liabilities assumed
Operating lease liability - short-term	$	69	Other current liabilities
Operating lease liability - long-term		106	Other long-term liabilities
Total liabilities assumed		175
Total fair value of consideration transferred	$	6,400

4. Inventories

Inventories were as follows:

(U.S. Dollars, in thousands)	September 30, 2018		December 31, 2017		March 31, 2019		December 31, 2018
Raw materials	$	8,488	$	6,067	$	8,359	$	8,463
Work-in-process		11,774		12,487		10,442		13,478
Finished products		59,633		60,441		60,327		54,906
Deferred cost of sales		—		2,335
Inventories	$	79,895	$	81,330	$	79,128	$	76,847

~~Prior~~

5. Leases

As discussed in Note 2, the Company adopted ASU No. 2016-02—Leases (Topic 842), as of January 1, 2019, using the modified retrospective approach. Adoption of the new standard resulted in the recording of additional lease assets and lease liabilities of $20.2 million and $20.5 million, respectively, as of January 1, 2019. The difference between the additional lease assets and lease liabilities, net of the deferred tax impact and the elimination of historical prepaid or deferred rent, was recorded as an adjustment to retained earnings. The net impact of adoption to the ~~adoption~~Company’s balance sheet as of ~~ASU 2014-09,~~January 1, 2019 is presented in the table below. The standard did not have a material impact to the Company’s condensed consolidated statements of operations and comprehensive income (loss) or cash flows.

(U.S. Dollars, in thousands)	December 31, 2018		Impact of Adoption of ASC 842			January 1, 2019
Assets
Current assets
Cash, cash equivalents, and restricted cash	$	72,189	$	—		$	72,189
Accounts receivable, net		77,747		—			77,747
Inventories		76,847		—			76,847
Prepaid expenses and other current assets		17,856		(15	)		17,841
Total current assets		244,639		(15	)		244,624
Property, plant, and equipment, net		42,835		—			42,835
Intangible assets, net and goodwill		124,298		—			124,298
Deferred income taxes		33,228		71			33,299
Other long-term assets		21,641		20,209			41,850
Total assets	$	466,641	$	20,265		$	486,906
Liabilities and shareholders’ equity
Current liabilities
Accounts payable	$	17,989	$	—		$	17,989
Other current liabilities		67,919		2,166			70,085
Total current liabilities		85,908		2,166			88,074
Other long-term liabilities		45,336		18,028			63,364
Total liabilities	$	131,244	$	20,194		$	151,438
Shareholders’ equity
Common shares		1,858		—			1,858
Additional paid-in capital		243,165		—			243,165
Retained earnings		87,078		71			87,149
Accumulated other comprehensive income		3,296		—			3,296
Total shareholders’ equity		335,397		71			335,468
Total liabilities and shareholders’ equity	$	466,641	$	20,265		$	486,906

The Company determines if an arrangement is a lease at inception. The Company’s leases primarily relate to facilities, vehicles, and equipment. Lease assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Lease assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, the Company’s incremental borrowing rate is used as a discount rate, based on the information available at the commencement date, in determining the present value of lease payments. Lease assets also include the impact of any prepayments made and are reduced by impact of any lease incentives.

The Company has made an accounting policy election for short-term leases, in that the Company will not recognize a lease liability or lease asset on the balance sheet for leases with a lease term of twelve months or less as of the commencement date. Rather, any short-term lease payments will be recognized as an expense on a straight-line basis over the lease term. The current period short-term lease expense reasonably reflects our short-term lease commitments.

The Company has made a policy election for all ~~periods presented prior~~classifications of leases to ~~January 1, 2018, deferred cost of sales resulted~~combine lease and nonlease components and to account for them as a single lease component. Variable lease payments are excluded from the lease liability and recognized in the period in which the obligation is incurred. Additionally, lease terms may include options to extend or terminate the lease when it is reasonably certain ~~transactions where~~that the Company ~~had shipped product or performed services for which all revenue recognition criteria had not yet been met. Once all revenue recognition criteria had been met,~~will exercise the ~~revenue and associated cost~~option.

During the first quarter of ~~sales were recognized. Subsequent to the adoption of ASU 2014-09,~~2019, the Company ~~no longer has transactions which~~entered into an amendment for its corporate headquarters lease. As a result, the classification of this lease changed from an operating lease to a finance lease, resulting in an increase to both the ~~recognition~~lease liability and lease asset of ~~deferred cost of sales. See Note 8 for further discussion~~approximately $8.0 million.

A summary of the Company’s ~~adoption~~lease portfolio as of ~~ASU 2014-09.~~March 31, 2019 is presented in the table below:

(U.S. Dollars, in thousands, except lease term and discount rate)	Classification	March 31, 2019
Assets
Operating leases	Other long-term assets	$	6,758
Finance leases	Property, plant and equipment, net		20,940
Total lease assets			27,698
Liabilities
Current
Operating leases	Other current liabilities		1,764
Finance leases	Current portion of finance lease liability		359
Long-term
Operating leases	Other long-term liabilities		5,028
Finance leases	Long-term portion of finance lease liability		20,879
Total lease liabilities		$	28,030

Weighted Average Remaining Lease Term
Operating leases		4.7 years
Finance leases		21.4 years

Weighted Average Discount Rate
Operating leases			2.48	%
Finance leases			4.38	%

The components of lease costs were as follows:

(U.S. Dollars, in thousands)	Three Months Ended March 31, 2019
Finance lease costs:
Amortization of right-of-use assets	$	239
Interest on finance lease liabilities		223
Operating lease costs		540
Short-term lease costs		62
Variable lease costs		152
Total lease costs	$	1,216

Supplemental cash flow information related to leases was as follows:

(U.S. Dollars, in thousands)	Three Months Ended March 31, 2019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows from operating leases	$	950
Operating cash flows from finance leases		222
Financing cash flows from finance leases		99
Right-of-use assets obtained in exchange for lease obligations
Operating leases		200
Finance leases		21,179

A summary of the Company’s remaining lease liabilities as of March 31, 2019 is included below:

(U.S. Dollars, in thousands)	Operating Leases			Finance Leases
Year 1	$	1,886		$	1,284
Year 2		1,710			1,042
Year 3		1,525			1,421
Year 4		1,107			1,450
Year 5		178			1,479
Thereafter		830			26,835
Total undiscounted value of lease liabilities	$	7,236		$	33,511
Less: Interest		(444	)		(12,273	)
Present value of lease liabilities	$	6,792		$	21,238

Current portion of lease liabilities		1,764			359
Long-term portion of lease liabilities		5,028			20,879
Total lease liabilities	$	6,792		$	21,238

4.6. Long-term debt

On July 31, 2018, the Company amended and restated its previous Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), the Administrative Agent, and the lenders party thereto pursuant to a First Amended and Restated Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement is substantially the same as the previous Credit Agreement, except for certain amendments to, among other things, (i) effectuate the domestication of the Company from a Curaçao company to a Delaware corporation, (ii) limit the pledge by the Company and each domestic subsidiary of the Company of equity interests in their respective first tier foreign subsidiaries to 65% of the voting interests in such foreign subsidiaries, (iii) limit the guarantee and joint and several obligations of each subsidiary guarantor that is a foreign subsidiary so that such foreign subsidiary guarantors are only providing guarantees, or are jointly and severally obligated, for obligations of other foreign subsidiaries, and (iv) limit the secured obligations that are secured by collateral provided by subsidiary guarantors that are foreign subsidiaries to secured obligations of foreign subsidiaries.

As of ~~September 30, 2018,~~March 31, 2019, the Company had no borrowings under ~~the Amended Credit Agreement.~~its five year $125 million secured revolving credit facility. In addition, the Company ~~has~~had no borrowings on its ~~€5.8~~€5.5 million ($~~6.7~~6.2 million) available line of credit in Italy as of ~~September 30, 2018.~~March 31, 2019. The Company is in compliance with all required financial covenants as of ~~September 30, 2018.~~March 31, 2019.

5.7. Fair value measurements

The fair value of the Company’s financial assets and liabilities measured on a recurring basis were as follows:

	September 30, 2018											December 31, 2017			March 31, 2019											December 31, 2018
(U.S. Dollars, in thousands)	Level 1		Level 2			Level 3			Total			Total			Level 1		Level 2			Level 3			Total			Total
Assets
Collective trust funds	$	—	$	—		$	—		$	—		$	100
Treasury securities		520		—			—			520			556		$	471	$	—		$	—		$	471		$	490
Equity warrants		—		—			—			—			311
Equity securities		—		219			—			219			2,457
Debt security		—		—			19,250			19,250			16,050
Bone Biologics equity warrants																—		—			—			—			—
Bone Biologics equity securities																—		219			—			219			219
eNeura debt security																—		—			—			—			17,820
eNeura warrant																—		—			491			491			—
Total	$	520	$	219		$	19,250		$	19,989		$	19,474		$	471	$	219		$	491		$	1,181		$	18,529
Liabilities
Contingent consideration	$	—	$	—		$	(28,180	)	$	(28,180	)	$	—		$	—	$	—		$	(18,960	)	$	(18,960	)	$	(28,560	)
Deferred compensation plan		—		(1,291	)		—			(1,291	)		(1,379	)		—		(1,254	)		—			(1,254	)		(1,275	)
Total	$	—	$	(1,291	)	$	(28,180	)	$	(29,471	)	$	(1,379	)	$	—	$	(1,254	)	$	(18,960	)	$	(20,214	)	$	(29,835	)

Bone Biologics Equity Warrants and Securities

The Company holds investments in common stock and warrants to purchase shares of common stock of Bone Biologics. The Company’s common stock investments are recorded within other long-term assets while the warrants are ~~recorded within other current assets or other long-term assets, dependent upon the expiration date. Prior~~considered to ~~2018, these instruments were accounted for at cost as the~~have a fair value of these instruments was not readily determinable. During the first quarter of 2018, the Company made an additional investment in Bone Biologics through the purchase of an additional 25,000 shares of common stock, after giving effect to a reverse stock split subsequent to the purchase, for $0.5 million.

~~Effective January 1, 2018, the Company is required to measure these~~zero. The equity ~~investments at fair value and recognize any changes in fair value in net income as a result of adopting ASU 2016-01. However, for certain equity~~securities are considered investments that do not have readily determinable fair ~~values,~~values. As such, the ~~new guidance allows entities to choose to measure~~Company measures these ~~investments using a new measurement alternative, which values the~~ investments at cost, less any impairments, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The Company elected to use the new measurement alternative for these equity investments in Bone Biologics, which resulted in an increase in the previously recorded value of the equity investments of $1.6 million, or $0.09 per share before taxes, based on an observable price in an orderly transaction during the three months ended March 31, 2018. During the three months ended September 30, 2018, Bone Biologics executed a series of equity financing activities which significantly diluted the Company’s ownership interest in the outstanding stock. After considering the new observable prices in these equity financing activities, and after giving consideration to going concern issues disclosed by Bone Biologics, the Company determined this investment was impaired and recorded an impairment charge of $4.4 million relating to its investments in Bone Biologics. These changes are classified within other income and expense.

The changes in valuation of these securities for the three months ended March 31, 2019 and ~~nine months ended September 30,~~ 2018 ~~and 2017~~ are shown below:

Three Months Ended September 30,

Nine Months Ended September 30,

(U.S. Dollars, in thousands)

2018

2017

2018

2017

Equity securities and warrants beginning balance

$
4,668

$
2,768

$
2,768

$
2,768

Impact of adoption of ASU 2016-01 recognized in other income

—

—

1,629

—

Purchase of additional common stock

—

—

500

—

Fair value adjustments, expirations, and impairments recognized in other expense

(4,449
)

—

(4,678
)

—

Equity securities and warrants ending balance

$
219

$
2,768

$
219

$
2,768

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019		2018
Bone Biologics equity securities and warrants beginning balance	$	219	$	2,768
Impact of adoption of ASU 2016-01 recognized in other income, net		—		1,629
Purchase of additional common stock		—		500
Bone Biologics equity securities and warrants ending balance	$	219	$	4,897

eNeura Debt Security and Warrant

The Company holds a debt security of eNeura, Inc., a privately held medical technology company that is developing devices for the treatment of migraines. The debt security ~~matures~~was originally set to mature on March 4, 2019. ~~The fair value of~~On March 1, 2019, the Company entered into an Amended and Restated Senior Secured Promissory Note with eNeura (the “Restructured Debt Security”) to restructure the debt security, which ~~is recorded~~extended the maturity date to the earlier of (i) March 4, 2022, (ii) the effective date of a change in control, or (iii) the effective date of an initial public offering by eNeura and which also eliminated the conversion feature included within the original note. As consideration for the extension, eNeura issued to the Company a Warrant to Purchase Common Stock (the “Warrant”), exercisable at $0.01 per share over a ten year contractual term, for a number of shares equal to 10% of the sum of the outstanding principal and accrued interest on the Amended and Restated Debt Security as of March 1, 2019, divided by $1.00 (subject to certain anti-dilution provisions).

Prior to the restructuring on March 1, 2019, the debt security was accounted for as an available for sale debt security at fair value and included within other ~~current assets, is~~long-term assets. The fair value was based upon significant unobservable inputs, including the use of a discounted cash flow model and assumptions regarding the expected payback period for the debt security, requiring the Company to develop its own assumptions; therefore, the Company had categorized this asset as a Level 3 financial asset.Subsequent to the restructuring, the debt security is no longer classified as an available for sale debt security, but rather as a held to maturity debt security. As a result, the amounts included in other comprehensive income related to this debt security are now being amortized to interest income over the extended term of the Restructured Debt Security. For additional discussion regarding the Restructured Debt Security, see Note 7.

The Warrant is recorded at fair value and included in other long-term assets. The fair value of the Warrant is based on significant unobservable inputs, including the use of a discounted cash flow model and an option-pricing model, requiring the Company to develop its own assumptions; therefore, the Company has categorized this asset as a Level 3 financial asset.As of ~~September 30, 2018,~~March 31, 2019, the Company reassessed its estimate of fair value based on current financial information and other assumptions, resulting in a fair value of $19.3 million, an increase of $3.2 million when compared to the Company’s estimated fair value of the ~~debt security as of December 31, 2017. This compares to an amortized cost basis in the debt security of $9.0~~Warrant was $0.5 million.

The following table provides a reconciliation of the beginning and ending balances for the eNeura debt ~~securities~~security and warrant measured and reflected in the condensed consolidated balance sheets at fair value using significant unobservable inputs (Level 3):

(U.S. Dollars, in thousands)

2018

2017

Debt security at January 1

$
16,050

$
12,220

Accrued interest income

—

—

Gains or losses recorded for the period

Recognized in net income

—

(5,585
)
Recognized in other comprehensive income

3,200

2,365

Debt security at September 30

$
19,250

$
9,000

(U.S. Dollars, in thousands)	2019			2018
eNeura debt security and warrant at January 1	$	17,820		$	16,050
Gains or losses recorded for the period
Recognized in other comprehensive income (loss)		(2,593	)		—
Change in classification of debt security to held to maturity		(15,227	)		—
Issuance of warrant as consideration for extension		491
eNeura debt security and warrant at March 31	$	491		$	16,050

Contingent Consideration

The contingent consideration ~~consists~~at the acquisition date of Spinal Kinetics consisted of potential future milestone payments of up to $60.0 million in ~~cash associated with the Spinal Kinetics acquisition.~~cash. The milestone payments ~~include~~included (i) up to $15.0 million if the FDA grants approval of Spinal Kinetics’ M6-C artificial cervical disc (the “FDA Milestone”) and (ii) revenue-based milestone payments of up to $45.0 million in connection with future sales of the M6-C artificial cervical disc and the M6-L artificial lumbar disc. Milestones must be achieved within five years of April 30, 2018 to trigger applicable payments.

On February 6, 2019, the Company obtained FDA approval of the M6-C artificial cervical disc. This approval triggered the Company’s payment obligation of $15.0 million for the achievement of the FDA Milestone and such obligation was paid on February 14, 2019. The fair value of the remaining contingent consideration ~~arrangement at the acquisition date~~ was ~~$25.5 million and was $28.2~~$19.0 million as of ~~September 30, 2018;~~March 31, 2019; however, the actual amount ultimately paid could be higher or lower than the fair value of the remaining contingent consideration. The ~~increase~~remaining liability attributable to the revenue-based milestones is included within other long-term liabilities. Any changes in fair value ~~of $2.7 million was~~are recorded as an operating expense ~~labeled changes in fair value of contingent consideration. Approximately $13.6 million of this liability is~~and included within ~~other current liabilities~~acquisition-related amortization and ~~$14.6 million is included within other long-term liabilities.~~remeasurement.

The Company estimated the fair value of the contingent consideration attributable to the FDA Milestone using a probability-weighted discounted cash flow model. This fair value is based on significant inputs not observable in the market and thus represents a Level 3 measurement. The key assumptions in applying the probability-weighted discounted cash flow model include the Company’s estimation of the probability and timing of obtaining FDA approval for the M6-C artificial disc. The Company currently expects to obtain approval from the FDA mid-2019. Significant changes in these assumptions could result in a significantly higher or lower fair value.

~~The Company estimated the fair value of the~~remaining potential future revenue-based milestone payments using a Monte Carlo simulation. This fair value measurement is based on significant inputs that are unobservable in the market, and thus represents a Level 3 measurement. The key assumptions in applying the Monte Carlo valuation model include the Company’s forecasted future revenues for Spinal Kinetics products, discount rate applied, and assumptions for potential volatility of the Company’s forecasted revenue. Significant changes in these assumptions could result in a significantly higher or lower fair value.

The following table provides a reconciliation of the beginning and ending balances for the contingent consideration measured at fair value using significant unobservable inputs (Level 3):

(U.S. Dollars, in thousands)	2018		2019
Contingent consideration at January 1	$	—	$	28,560
Acquisition date fair value		25,491
Increase in fair value recognized in operating expenses		2,689		5,400
Contingent consideration at September 30	$	28,180
Payment made				(15,000	)
Contingent consideration at March 31			$	18,960

8. Investments

As a result of the restructuring of the eNeura debt security discussed in Note 7, the eNeura debt security was reclassified from an available for sale debt security to a held to maturity debt security at its fair value on the date of the restructuring. The unrealized gain included in accumulated other comprehensive income at the restructuring date continues to be included in other comprehensive income and is now being amortized to interest income over the remaining life of the Restructured Debt Security. The Restructured Debt Security will be evaluated for impairment based on management’s estimate of future cash collections discounted using the debt security’s original effective interest rate of 8%. Management’s estimate of future cash flows involves significant

6.judgment regarding the timing, expected events, and amount of future cash collections. Decreases in management’s estimate of future cash collections could result in significant charges to bad debt expense. As of March 31, 2019, the Company’s amortized cost basis in the Restructured Note was $14.7 million, which also represents its carrying value, compared to an estimated fair value of $15.6 million and an unpaid principal balance of $15.0 million.

9. Contingencies

In addition to the matters described 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.

~~Discontinued Operations – Matters Related to Breg and Possible Indemnification Obligations~~

On May 24, 2012, the Company sold Breg, Inc. (“Breg”), a former subsidiary of the Company, to an affiliate of Water Street Healthcare Partners II, L.P. (“Water Street”). Under the terms of the agreement, the Company indemnified Water Street and Breg with respect to certain specified matters.

At the time of its divestiture by the Company, Breg was engaged in the manufacturing and sales of motorized cold therapy units used to reduce pain and swelling. Several domestic product liability cases were filed, mostly in California state court. In September 2014, the Company entered into a master settlement agreement resolving then pending pre-close cold therapy claims. In May 2018, Breg settled and resolved a post-close cold therapy claim in California state court, ~~Gmeiner v. Breg, Inc.~~ Pursuant to Orthofix’s indemnification obligations to Breg, Orthofix was obligated to make a final payment to its insurer, Berkley Life Sciences, in the amount of $1.7 million, which was the remaining balance on Orthofix’s Self-Insured Retention in its liability insurance policy, to help fund the Breg settlement in the Gmeiner matter.

~~Charges incurred as a result of this indemnification obligation to Breg are reflected as discontinued operations in the condensed consolidated statements of operations and comprehensive income (loss).~~

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. The healthcare law is expected to impact the business and financial reporting of companies operating in the medical technology sector that sell medical devices in Italy. A key provision of the law is a ‘payback’ measure, requiring companies selling medical devices 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. There is considerable uncertainty about how the law will operate and what the exact timeline is for finalization. The Company’s current assessment of the IMDP involves significant judgment regarding the expected scope and actual implementation terms of the measure as the latter have not been clarified to date by Italian authorities. The Company accounts for the estimated cost of the IMDP as sales and marketing expense and asrecorded expense of ~~September 30,~~$0.3 million for the three months ended March 31, 2019 and 2018, respectively. As of March 31, 2019, the Company has accrued ~~€3.0~~$3.9 million ~~($3.5 million)~~ related to the IMDP, which it has classified within other long-term liabilities; however, the actual liability could be higher or lower than the amount accrued once the law has been clarified by the Italian authorities.

Brazil

In July 2018, the Federal Prosecution Service in Rio de Janeiro and representatives from the Brazilian antitrust authority ~~(CADE)~~ inspected the offices of more than 30 companies, including ~~Orthofix’s~~the Company’s office in São Paulo, as part of an investigation into tender irregularities in the medical device industry. Before doing so, the authorities obtained a court order affecting ~~Orthofix’s~~the Company’s (and other companies’) local bank accounts resulting in the freezing of approximately $2.5 million of ~~Orthofix’s~~the Company’s cash, which the Company reclassified to restricted cash. ~~Orthofix contests~~On April 3, 2019, the ~~underlying basis for~~Company’s appeal regarding the ~~order. Based on information known to date,~~freezing of its local bank accounts was heard by the ~~Company does not believe that~~Brazil Federal Court of Appeals of Rio de Janeiro, in which the ~~Brazilian authorities’ investigation will result~~Court ordered the unfreezing of the Company’s cash. The cash was then returned without any restrictions in ~~a material loss to the Company.~~April 2019.

7.10. Accumulated other comprehensive income

The components of and changes in accumulated other comprehensive income were as follows:

(U.S. Dollars, in thousands)

Currency
Translation
Adjustments

Debt Security

Accumulated Other
Comprehensive Income

Balance at December 31, 2017

$
(563
)

$
4,350

$
3,787

Other comprehensive income

(1,322
)

3,200

1,878

Income taxes

—

(798
)

(798
)
Balance at September 30, 2018

$
(1,885
)

$
6,752

$
4,867

(U.S. Dollars, in thousands)	Currency Translation Adjustments			Debt Security			Accumulated Other Comprehensive Income
Balance at December 31, 2018	$	(2,386	)	$	5,682		$	3,296
Cumulative effect adjustment from adoption of ASU 2018-02		—			938			938
Other comprehensive loss		(449	)		(2,593	)		(3,042	)
Income taxes		—			641			641
Balance at March 31, 2019	$	(2,835	)	$	4,668		$	1,833

11. Revenue recognition and accounts receivable

~~Adoption of ASU 2014-09, “Revenue from Contracts with Customers”~~

~~Effective January 1, 2018, the Company adopted ASU 2014-09,~~ Revenue ~~from Contracts with Customers (Topic 606)~~ using the modified retrospective transition method, which was applied to all contracts. Results for the three and nine months ended September 30, 2018 are presented under Topic 606, while prior period amounts are not adjusted and continue to be reported in accordance with the Company’s historic accounting under the previous revenue recognition standard, Topic 605.Recognition

The Company ~~recorded a net increase to opening retained earnings~~has two reporting segments, which consist of ~~$4.8 million as of January 1, 2018 due to~~Global Spine and Global Extremities. Within the ~~cumulative impact of adopting Topic 606 as presented in the table below.~~

(U.S. Dollars, in thousands)

December 31, 2017

Impact
of Adoption
of Topic 606

January 1,
2018

Assets

Current assets

Cash and cash equivalents

$
81,157

$
—

$
81,157

Accounts receivable, net

63,437

8,648

72,085

Inventories

81,330

(2,338
)

78,992

Prepaid expenses and other current assets

25,877

—

25,877

Total current assets

251,801

6,310

258,111

Deferred income taxes

23,315

(1,549
)

21,766

Other long-term assets

130,238

—

130,238

Total assets

$
405,354

$
4,761

$
410,115

Liabilities and shareholders’ equity

Total liabilities

$
108,746

$
—

$
108,746

Shareholders’ equity

Common shares

1,828

—

1,828

Additional paid-in capital

220,591

—

220,591

Retained earnings

70,402

4,761

75,163

Accumulated other comprehensive income

3,787

—

3,787

Total shareholders’ equity

296,608

4,761

301,369

Total liabilities and shareholders’ equity

$
405,354

$
4,761

$
410,115

~~The impact primarily related to an increase in trade accounts receivable, net, from the Company’s stocking distributors, for which revenue was historically recognized when cash payment was received,~~Global Spine reporting segment there are three product categories: Bone Growth Therapies, Spinal Implants and the recognition of previously deferred cost of sales for certain stocking distributor transactions, which were historically included within inventory. Adoption of Topic 606 had no impact to cash from or used in operating, investing, or financing activities on the condensed consolidated statement of cash flows.Biologics.

The ~~table~~tables below ~~presents the impact to the Company’s condensed consolidated statement of operations for the three and nine months ended September 30, 2018 as a result of the adoption of Topic 606.~~

Three Months Ended September 30, 2018

Nine Months Ended September 30, 2018

(U.S. Dollars, in thousands)

Based on historical accounting under Topic 605

Impact of
adoption

As reported under Topic 606

Based on historical accounting under Topic 605

Impact of
adoption

As reported under Topic 606

Net sales

$
109,512

$
2,196

$
111,708

$
324,274

$
7,690

$
331,964

Cost of sales

23,784

236

24,020

68,975

2,027

71,002

Gross profit

85,728

1,960

87,688

255,299

5,663

260,962

Sales and marketing

49,766

132

49,898

151,741

(46
)

151,695

Other operating expenses

33,883

—

33,883

91,572

—

91,572

Operating income

$
2,079

$
1,828

$
3,907

$
11,986

$
5,709

$
17,695

Income tax expense

677

(562
)

115

(4,935
)

(1,411
)

(6,346
)
Net income (loss) from continuing operations

$
(2,479
)

$
1,266

$
(1,213
)

$
651

$
4,298

$
4,949

Net income (loss) from continuing operations per common share—basic

$
(0.13
)

$
0.06

$
(0.07
)

$
0.04

$
0.22

$
0.26

Net income (loss) from continuing operations per common share—diluted

$
(0.13
)

$
0.06

$
(0.07
)

$
0.03

$
0.23

$
0.26

~~Revenue Recognition Under Topic 606~~

The Company accounts for a contract when there is approval and commitment from both parties, the rights of the parties are identified, payment terms are identified, the contract has commercial substance, and collectability of consideration is probable. The Company’s contracts may contain one or more performance obligations. If a contract contains more than one performance obligation, the Company allocates the total transaction price to each of the performance obligations based upon the observable standalone selling price of the promised goods or services underlying each performance obligation. The Company recognizes revenue when control of the promised goods or services is transferred to the customer, which typically occurs at a point in time upon shipment, delivery, or utilization, in an amount that reflects the consideration which the Company expects to be entitled in exchange for the promised goods or services. The amount the Company expects to be entitled to in exchange for the goods or services reflects any fixed amount stated per the contract and estimates for any variable consideration, such as discounts, to the extent that is it probable that a significant reversal of cumulative revenue recognized will not occur when the uncertainty associated with the variable consideration is resolved.

~~Bone Growth Therapies~~

~~Bone Growth Therapies revenue is largely attributable to the U.S. and is comprised of third-party payor transactions and wholesale revenue.~~

The largest portion of Bone Growth Therapies revenue is derived from third-party payors. This includes commercial insurance carriers, health maintenance organizations, preferred provider organizations and governmental payors such as Medicare, in connection with the sale of the Company’s stimulation products. The customer obtains control and revenue is recognized when the stimulation product is fitted to and accepted by the patient and all applicable documents that are required by the third-party payor have been obtained. Amounts paid by these third-party payors are generally based on fixed or allowable reimbursement rates. These revenues are recorded at the expected or preauthorized reimbursement rates, net of any contractual allowances or adjustments. Certain billings are subject to review by the third-party payors and may be subject to adjustment. Adoption of Topic 606 had an immaterial impact to the Bone Growth Therapies reporting segment.

Wholesale revenue is related to the sale of the Company’s bone growth stimulators directly to healthcare providers. Wholesale revenues are typically recognized upon shipment and receipt of a confirming purchase order, which is when the customer obtains control of the promised goods.

~~Orthofix Extremities and Spinal Implants~~

Orthofix Extremities and Spinal Implants products are distributed world-wide, with U.S. sales largely comprised of commercial revenue and international sales derived from commercial sales and through stocking distributor arrangements.

Commercial revenue is related to the sale of the Company’s internal and external fixation products, generally representing hospital customers. The customer obtains control and revenues are recognized when these products have been utilized and a confirming purchase order has been received from the hospital.

Certain revenues within the Orthofix Extremities and Spinal Implants reporting segments are derived from stocking distributors, who purchase the Company’s products and then re-sell them directly to customers, such as hospitals. For revenue from stocking distributor arrangements, subsequent to the adoption of Topic 606 effective January 1, 2018, the Company recognizes revenue upon shipment and receipt of a confirming purchase order, which is when the distributor obtains control of the promised goods. The transaction price with stocking distributors is estimated based upon the Company’s historical collection experience with the stocking distributor. To derive this estimate, the Company analyzes twelve months of historical invoices by stocking distributor and the subsequent collections on those invoices, for a period of up to 24 months subsequent to the invoice date. This percentage, which is specific to each stocking distributor, is then used to calculate the transaction price. Cost of sales is also recorded upon transfer of control of the product to the customer.

Prior to the adoption of Topic 606, or for all periods presented prior to January 1, 2018, the Company recognized revenue from stocking distributor arrangements once the product was delivered to the end customer (the “sell-through method”). Because the Company did not have reliable information about when its distributors sold the product through to end customers, the Company used cash collection from distributors as a basis for revenue recognition under the sell-through method. Although in many cases the Company was legally entitled to the accounts receivable at the time of shipment, the Company did not recognize accounts receivables or any corresponding deferred revenues at the time of shipment associated with stocking distributor transactions for which revenue was recognized on the sell-through method. The Company also considered whether to match the related cost of sales with revenue or to recognize cost of sales upon shipment. In making this assessment, the Company considered the financial viability of its stocking distributors based on their creditworthiness to determine if collectability of amounts sufficient to realize the costs of the products shipped was reasonably assured at the time of shipment to these stocking distributors. In instances where the stocking distributor was determined to be financially viable, the Company deferred the costs of sales until the revenue was recognized.

~~Biologics~~

Biologics revenue is largely attributable to the U.S. and is primarily related to a collaborative arrangement with MTF Biologics (“MTF”), which extends through July 28, 2027, through which the Company markets tissue for bone repair and reconstruction under the brand names Trinity Evolution and Trinity ELITE. Under the terms of the agreement, MTF sources the tissue, processes it to create the bone growth matrix, packages and delivers it to the customer in accordance with orders received from the Company. The Company has exclusive global marketing rights for the Trinity Evolution and Trinity ELITE tissues as well as non-exclusive marketing rights for other products, and receives marketing fees from MTF based on total sales. MTF is considered the primary obligor in these arrangements and therefore the Company recognizes these marketing service fees on a net basis withinpresent net sales ~~upon shipment of the~~by major product ~~to the customer. Adoption of Topic 606 had an immaterial impact to the Biologics~~category by reporting ~~segment.~~segment:

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019		2018		Change
Bone Growth Therapies	$	47,283	$	46,163		2.4	%
Spinal Implants		22,903		20,707		10.6	%
Biologics		15,732		14,335		9.7	%
Global Spine		85,918		81,205		5.8	%
Global Extremities		23,194		27,504		-15.7	%
Net sales	$	109,112	$	108,709		0.4	%

Product Sales and Marketing Service Fees

The table below presents net sales, which includes product sales and marketing service fees, for the three ~~and nine~~ months ended ~~September 30, 2018~~March 31, 2019 and ~~2017.~~2018.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018		2017		2018		2017		2019		2018
Product sales	$	97,604	$	90,645	$	289,946	$	272,954	$	93,934	$	94,889
Marketing service fees		14,104		14,602		42,018		43,973		15,178		13,820
Net sales	$	111,708	$	105,247	$	331,964	$	316,927	$	109,112	$	108,709

Product sales primarily consist of the sale of bone growth ~~stimulation~~therapy devices and internal and external fixation products. Marketing service fees are received from MTF Biologics based on total sales of biologics tissues and relate solely to the ~~Biologics~~Global Spine reporting segment. Revenues exclude any value added or other local taxes, intercompany sales and trade discounts. Shipping and handling costs for products shipped to customers are included in cost of sales.

~~Trade Accounts Receivable and Allowances~~

Payment terms vary by the type and location of the Company’s customers and the products or services offered. The term between invoicing and when payment is due is not significant. Accounts receivable are analyzed on a quarterly basis to assess the adequacy of both reserves for doubtful accounts and contractual allowances. Revisions in allowances for doubtful accounts estimates are recorded as an adjustment to bad debt expense within sales and marketing expenses. Revisions to contractual allowances are recorded as an adjustment to net sales. The Company’s estimates are periodically tested against actual collection experience.

Other Contract Assets

The Company’s contract assets, excluding trade accounts receivable (“other contract assets”), largely consist of payments made to certain distributors to obtain contracts, gain access to customers in certain territories, and to provide the benefit of the exclusive distribution of Orthofix products. Other contract assets are included in other long-term assets ~~and were $1.1 million and $1.0 million as of September 30, 2018, and December 31, 2017, respectively.~~

~~Other contract~~or other current assets, ~~are amortized on a straight-line basis over~~dependent upon the original term of the related ~~contract. There were no changes to such treatment~~agreement, and totaled $2.7 million and $1.9 million as ~~a result~~ of ~~adoption of Topic 606. No impairments were incurred for other contract assets in~~March 31, 2019, and December 31, 2018, ~~or 2017. Further, the Company has applied the practical expedient allowed within the guidance to expense sales commissions when incurred as the amortization period would be for one year or less.~~respectively.

9.12. Business segment information

~~The~~During the first quarter of 2019, the Company ~~has~~changed its reporting segments from four reporting ~~segments:~~segments, previously reported as Bone Growth Therapies, ~~(formerly referred to as BioStim),~~ Spinal Implants, ~~(formerly referred to as Spine Fixation),~~ Biologics, and Orthofix Extremities, ~~(formerly referred~~ to two reporting segments: Global Spine and Global Extremities. Additionally, the Company changed the performance measure used to evaluate segment performance from Non-GAAP net margin to earnings before interest income (expense), net, income taxes, depreciation and amortization (“EBITDA”). These changes were made to align how the chief operating decision maker manages the business, reviews operating performance and allocates resources. The Company has revised its segment reporting to represent how the business is now managed and restated prior periods to conform to the current segment presentation.

As part of the change in reporting segments, the Company performed a quantitative assessment of goodwill immediately prior to and subsequently following the change in reporting segments. The analysis did not result in an impairment. In addition, the net carrying value of goodwill that was previously reported under the prior reporting segments (i) Bone Growth Therapies (ii) Spinal Implants and (iii) Biologics have been consolidated and are included within the Global Spine reporting segment as ~~Extremity Fixation).The tables below present net sales, which includes product sales and marketing service fees, by reporting segment:~~of March 31, 2019.

Three Months Ended September 30,

(U.S. Dollars, in thousands)

2018

2017

Change

Bone Growth Therapies

$
48,059

$
44,427

8.2
%
Spinal Implants

22,102

20,155

9.7
%
Biologics

14,636

15,218

-3.8
%
Orthofix Extremities

26,911

25,447

5.8
%
Net sales

$
111,708

$
105,247

6.1
%

Nine Months Ended September 30,

(U.S. Dollars, in thousands)

2018

2017

Change

Bone Growth Therapies

$
142,433

$
136,140

4.6
%
Spinal Implants

66,689

60,782

9.7
%
Biologics

43,639

45,866

-4.9
%
Orthofix Extremities

79,203

74,139

6.8
%
Net sales

$
331,964

$
316,927

4.7
%

~~The~~As mentioned above, the primary metric used in managing the Company is ~~non-GAAP net margin, which is an internal metric that the Company defines as gross profit less sales and marketing expense.~~EBITDA. The table below presents ~~non-GAAP net margin~~EBITDA by reporting segment:

Three Months Ended
September 30,

Nine Months Ended
September 30,

(U.S. Dollars, in thousands)

2018

2017

2018

2017

Bone Growth Therapies

$
21,151

$
18,285

$
61,395

$
54,887

Spinal Implants

1,812

2,122

5,960

6,825

Biologics

6,654

6,010

18,981

18,651

Orthofix Extremities

8,295

7,723

23,455

20,901

Corporate

(122
)

(103
)

(524
)

(308
)
Non-GAAP net margin

$
37,790

$
34,037

$
109,267

$
100,956

General and administrative

22,705

18,068

64,457

56,759

Research and development

9,598

6,935

24,426

21,246

Changes in fair value of contingent consideration

1,580

—

2,689

—

Operating income

$
3,907

$
9,034

$
17,695

$
22,951

Interest income (expense), net

(181
)

(15
)

(615
)

106

Other income (expense), net

(5,054
)

479

(5,785
)

(3,284
)
Income (loss) before income taxes

$
(1,328
)

$
9,498

$
11,295

$
19,773

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019			2018
Global Spine	$	10,575		$	18,825
Global Extremities		(173	)		3,328
Corporate		(9,527	)		(7,002	)
Total EBITDA	$	875		$	15,151
Depreciation and amortization		(5,727	)		(4,369	)
Interest expense, net		(257	)		(183	)
Income (loss) before income taxes	$	(5,109	)	$	10,599

Geographical information

The table below present net sales by geographic destination for each reporting unit and for the consolidated Company:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018		2017		2018		2017		2019		2018
Bone Growth Therapies
Global Spine
U.S.	$	48,039	$	44,427	$	142,378	$	136,128	$	79,526	$	78,038
International		20		—		55		12		6,392		3,167
Total Bone Growth Therapies		48,059		44,427		142,433		136,140
Total Global Spine										85,918		81,205

Spinal Implants
Global Extremities
U.S.		16,829		17,085		53,261		51,170		6,598		6,916
International		5,273		3,070		13,428		9,612		16,596		20,588
Total Spinal Implants		22,102		20,155		66,689		60,782

Biologics
U.S.		14,634		15,202		43,623		45,816
International		2		16		16		50
Total Biologics		14,636		15,218		43,639		45,866

Orthofix Extremities
U.S.		7,254		6,804		21,193		20,124
International		19,657		18,643		58,010		54,015
Total Orthofix Extremities		26,911		25,447		79,203		74,139
Total Global Extremities										23,194		27,504

Consolidated
U.S.		86,756		83,518		260,455		253,238		86,124		84,954
International		24,952		21,729		71,509		63,689		22,988		23,755
Net sales	$	111,708	$	105,247	$	331,964	$	316,927	$	109,112	$	108,709

13. Acquisition-related amortization and remeasurement

Acquisition-related amortization and remeasurement consists of amortization related to intangible assets acquired through business combinations or asset acquisitions and the remeasurement of any related contingent consideration arrangement. Components of acquisition-related amortization and remeasurement for the three months ended March 31, 2019 and 2018, respectively, are as follows:

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019		2018
Changes in fair value of contingent consideration	$	5,400	$	—
Amortization of acquired intangibles		1,057		63
Acquisition-related amortization and remeasurement	$	6,457	$	63

~~10.~~

14. Share-based compensation

The following tables present the detail of share-based compensation by line item in the condensed consolidated statements of operations and comprehensive income (loss) as well as by award type:

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018		2017		2018		2017		2019		2018
Cost of sales	$	151	$	151	$	408	$	437	$	187	$	125
Sales and marketing		514		394		1,436		1,073		610		449
General and administrative		4,194		2,828		11,488		6,935		4,564		3,045
Research and development		402		259		1,060		679		324		297
Total	$	5,261	$	3,632	$	14,392	$	9,124	$	5,685	$	3,916

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018		2017		2018		2017		2019		2018
Stock options	$	579	$	684	$	2,442	$	1,802	$	2,112	$	622
Time-based restricted stock awards and units		2,244		1,552		5,480		4,083		1,706		1,447
Performance-based restricted stock awards and units		734		115		1,493		340		—		489
Market-based restricted stock units		1,298		997		3,855		1,935		1,347		953
Stock purchase plan		406		284		1,122		964		520		405
Total	$	5,261	$	3,632	$	14,392	$	9,124	$	5,685	$	3,916

During the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ the Company issued ~~50,928~~211,081 and 93,486 shares, respectively, of common stock related to stock option exercises and the vesting of restricted stock awards. During the nine months ended September 30, 2018 and 2017, the Company issued 257,883 and 384,761126,511 shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises and the vesting of restricted stock ~~awards.~~awards and units.

Share-Based Compensation Modifications

During the first quarter of 2019, the Company entered into a Transition and Retirement Agreement (the “Retirement Agreement”) with the Company’s President and Chief Executive Officer. As part of the Retirement Agreement, certain time-based stock options and restricted stock awards were modified to accelerate the vesting to the retirement date. In addition, stock options were modified to extend the post-termination exercise period from 18 months under a standard qualified retirement to up to four years, dependent upon the remaining contractual term of the options. The Company recognized approximately $2.1 million in share-based compensation expense during the three months ended March 31, 2019, related to the Retirement Agreement which was charged to general and administrative expense in the condensed consolidated statements of operations and comprehensive income (loss).

~~11.~~15. Income taxes

Income tax provisions for interim periods are based on an estimated annual income tax rate, adjusted for discrete tax items. As a result, the Company’s interim effective tax rates may vary significantly from the statutory tax rate and the annual effective tax rate.

For the three months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ the effective tax rate on continuing operations was ~~8.7%~~117.6% and ~~64.8%, respectively. For the nine months ended September 30, 2018 and 2017, the effective tax rate on continuing operations was 56.2% and 70.8%~~50.7%, respectively. The primary factors affecting the Company’s effective tax rate for the three ~~and nine~~ months ended ~~September 30, 2018,~~March 31, 2019, were ~~the impairment of the Bone Biologics investment, the mix of earnings among tax jurisdictions,~~increased limits on executive compensation, financial expenses not deductible for tax purposes, and ~~current period losses in certain jurisdictions for which~~benefits related to effective settlement of the ~~Company does not currently receive a~~2015 federal tax ~~benefit.~~examination and statute expirations.

During the first quarter of ~~2018,~~2019, the Internal Revenue Service concluded an examination of the Company’s federal income tax return for ~~2012 with no material impact on the financial statements. In November 2017, the Company was notified~~2015, which resulted in a benefit of an examination of its federal income tax return for 2015. The Company cannot reasonably determine if this examination, or any state and local tax examinations, will have a material impact on its financial statements and cannot predict the timing regarding resolution of these tax examinations.$1.8 million. The Company believes it is reasonably possible that, in the next 12 months, the amount of unrecognized tax benefits related to the resolution of federal, state and foreign matters could be reduced by ~~$4.4~~$13.0 million to ~~$6.6~~$13.4 million as audits close and statutes expire.

In the fourth quarter of 2017, the Company recorded tax expense of $8.3 million that represents what it believes is the impact of the enactment of the Tax Act. The expense was based on currently available information and interpretations, which are continuing to evolve, and as a result, the expense is considered provisional. The Company has continued to analyze additional information and guidance related to the Tax Act as supplemental legislation, regulatory guidance, or evolving technical interpretations become available. Based on supplemental guidance issued during 2018, the Company recorded a tax benefit of $0.5 million during the first quarter. The Company will continue to refine such amounts within the measurement period as provided by Staff Accounting Bulletin No. 118 and expects to complete its analysis no later than the fourth quarter of 2018.

~~12.~~16. Earnings per share (“EPS”)

The Company uses the two-class method of computing basic EPS due to the existence of non-vested restricted stock awards with nonforfeitable rights to dividends or dividend equivalents (referred to as participating securities). For the three ~~and nine~~ months ended ~~September 30,~~March 31, 2019 and 2018, ~~and 2017,~~ no significant adjustments were made to net income for purposes of calculating basic and diluted EPS. The following is a reconciliation of the weighted average shares used in diluted EPS computations.

	Three Months Ended September 30,				Nine Months Ended September 30,				Three Months Ended March 31,
	2018		2017		2018		2017		2019		2018
Weighted average common shares-basic		18,562,204		18,180,845		18,460,848		18,071,093		18,750,184		18,404,856
Effect of dilutive securities
Unexercised stock options and stock purchase plan		—		249,667		312,320		164,716		277,992		308,537
Unvested restricted stock awards and units		—		142,279		91,001		158,733		162,970		161,198
Weighted average common shares-diluted		18,562,204		18,572,791		18,864,169		18,394,542		19,191,146		18,874,591

There were ~~2,088,843~~484,421 and ~~503,757~~122,678 weighted average outstanding stock options and restricted stock awards and units not included in the diluted EPS computation for the three months ended ~~September 30,~~March 31, 2019 and 2018, and 2017, respectively, and 359,172 and 534,288 weighted average outstanding stock options and restricted stock awards and units not included in the diluted EPS computation for the nine months ended September 30, 2018 and 2017, respectively, because inclusion of these awards was anti-dilutive ~~a loss from continuing operations for the three months ended September 30, 2018,~~ or, for performance-based and market-based restricted stock awards and units, all necessary conditions had not been satisfied by the end of the respective period.

17. Subsequent Events

On April 3, 2019, the Company’s appeal regarding the freezing of its local bank accounts in Brazil was heard by the Brazil Federal Court of Appeals of Rio de Janeiro, in which the Court ordered the unfreezing of the Company’s cash. Approximately $2.5 million was then returned without any restrictions in April 2019. For additional discussion regarding the matter, see Note 9.

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

The following discussion and analysis of Orthofix Medical Inc.’s ~~(previously Orthofix International N.V. and sometimes~~(sometimes referred to as “we,” “us” or “our”) financial condition and results of our operations should be read in conjunction with the “Forward-Looking Statements” and our condensed consolidated financial statements and related notes thereto appearing elsewhere in this Form 10-Q.

Executive Summary

We are a global medical device company focused on musculoskeletal products and therapies. Headquartered in Lewisville, Texas, we have ~~four~~two reporting segments: ~~Bone Growth Therapies (formerly referred to as BioStim), Spinal Implants (formerly referred to as~~Global Spine ~~Fixation), Biologics,~~ and ~~Orthofix Extremities (formerly referred to as Extremity Fixation).~~Global Extremities. Our products are widely distributed by our sales representatives and distributors.

Notable highlights and achievements in the ~~third~~first quarter of ~~2018~~2019 include the following:

•

Net sales were ~~$111.7~~$109.1 million, an increase of ~~6.1%~~0.4% on a reported basis and ~~6.6%~~1.9% on a constant currency basis

•

~~Increase in non-GAAP net margin~~Net income was $0.9 million, a decrease of ~~$3.8~~$4.3 million ~~or 11.0%, and an increase as a percentage of sales from 32.3% in~~compared to the ~~third quarter of 2017 to 33.8% in the third quarter of 2018~~prior year period

•

~~Completed~~Decrease in earnings before interest, income taxes, depreciation, and amortization (“EBITDA”) of $14.3 million, or 94.2%, and a ~~change~~decrease as a percentage of sales from 13.9% in ~~jurisdiction~~the first quarter of ~~organization~~2018 to 0.8% in the first quarter of 2019

•

Obtained approval in February 2019 from ~~Curaçao~~the U.S. Food and Drug Administration (“FDA”) for our M6-C artificial cervical disc

•

Changed our reporting segments to ~~the State of Delaware~~Global Spine and Global Extremities to optimize our structure and better serve our surgeon customers

Results of Operations

The following table provides certain items in our condensed consolidated statements of operations and comprehensive income (loss) as a percent of net sales:

	Three Months Ended September 30,					Nine Months Ended September 30,				Three Months Ended March 31,
	2018 (%)			2017 (%)		2018 (%)		2017 (%)		2019 (%)			2018 (%)
Net sales		100.0			100.0		100.0		100.0		100.0			100.0
Cost of sales		21.5			22.5		21.4		21.9		21.7			22.2
Gross profit		78.5			77.5		78.6		78.1		78.3			77.8
Sales and marketing		44.7			45.1		45.7		46.3		49.2			46.2
General and administrative		20.3			17.2		19.4		17.9		18.8			17.9
Research and development		8.6			6.6		7.4		6.7		8.5			6.4
Changes in fair value of contingent consideration		1.4			—		0.8		—
Operating income		3.5			8.6		5.3		7.2
Net income (loss) from continuing operations		(1.1	)		3.2		1.5		1.8
Acquisition-related amortization and remeasurement											5.9			0.1
Operating income (loss)											(4.1	)		7.2
Net income											0.8			4.8

Net Sales by Product Category and Reporting Segment

The following tables provide net sales by major product category by reporting segment:

	Three Months Ended September 30,				Percentage Change						Three Months Ended March 31,				Percentage Change
(U.S. Dollars, in thousands)	2018		2017		Reported			Constant Currency			2019		2018		Reported			Constant Currency
Bone Growth Therapies	$	48,059	$	44,427		8.2	%		8.2	%	$	47,283	$	46,163		2.4	%		2.4	%
Spinal Implants		22,102		20,155		9.7	%		10.0	%		22,903		20,707		10.6	%		11.6	%
Biologics		14,636		15,218		-3.8	%		-3.8	%		15,732		14,335		9.7	%		9.7	%
Orthofix Extremities		26,911		25,447		5.8	%		7.5	%
Global Spine												85,918		81,205		5.8	%		6.1	%
Global Extremities												23,194		27,504		-15.7	%		-10.4	%
Net sales	$	111,708	$	105,247		6.1	%		6.6	%	$	109,112	$	108,709		0.4	%		1.9	%

Global Spine

Global Spine offers the following products categories:

Nine Months Ended
September 30,

Percentage Change

(U.S. Dollars, in thousands)

2018

2017

Reported

Constant Currency

Bone Growth Therapies

$
142,433

$
136,140

4.6
%

4.6
%
Spinal Implants

66,689

60,782

9.7
%

9.6
%
Biologics

43,639

45,866

-4.9
%

-4.9
%
Orthofix Extremities

79,203

74,139

6.8
%

2.6
%
Net sales

$
331,964

$
316,927

4.7
%

3.7
%

~~Bone Growth Therapies~~
-
Bone Growth Therapies, which manufactures, distributes, sells, and provides support services for market leading devices that enhance bone fusion. Bone Growth Therapies uses distributors and sales representatives to sell its devices and provide associated services to hospitals, healthcare providers, and patients.

Spinal Implants, which designs, develops and markets a broad portfolio of implant products used in surgical procedures of the spine. Spinal Implants distributes its products globally through a network of distributors and sales representatives to sell spine products to hospitals and healthcare providers.

Biologics, which provides a portfolio of regenerative products and tissue forms that allow physicians to successfully treat a variety of spinal and orthopedic conditions. Biologics markets its tissues to hospitals and healthcare providers, primarily in the U.S., through a network of employed and independent sales representatives.

Three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~2017~~2018

Net sales increased ~~$3.6~~$4.7 million or ~~8.2%~~5.8%

•

~~Increase~~Bone Growth Therapies net sales increased $1.1 million or 2.4%, primarily driven by a 5.4% order volume increase in the ~~execution of our commercial strategies~~quarter, partially offset by customer sales mix and ~~the continued leverage of our recently launched next generation products supported by our STIM On Track mobile application~~product mix changes

•

~~Increase of approximately $1.0~~Spinal implants net sales increased $2.2 million associated with the unusually late receipt of certain documentation necessary to convert orders to sales at the end of the second quarter, which transacted during the third quarter and did not recur at the end of the third quarter

~~Nine months ended September 30, 2018 compared to 2017~~

~~Net sales increased $6.3 million or 4.6%~~

•

~~Increase~~or 10.6%, primarily driven by the ~~execution~~contribution of ~~our commercial strategies and the continued leverage of our recently launched next generation products supported by our STIM On Track mobile application~~

~~Spinal Implants~~

~~Spinal Implants designs, develops and markets a broad portfolio of implant products used~~$3.1 million in surgical procedures of the spine. Spinal Implants distributes its products globally through a network of distributors and sales representatives to sell spine products to hospitals and healthcare providers.

~~Three months ended September 30, 2018 compared to 2017~~

~~Net sales increased $1.9 million or 9.7%~~

•

~~Increase of $2.9 million driven by~~ international sales of our M6 disc in the ~~M6 discs of Spinal Kinetics subsequent to the acquisition, which closed during the second~~first quarter of ~~2018~~2019 and partially offset by a decrease in legacy U.S. sales of $1.1 million, primarily resulting from ongoing disruption in our legacy sales force in preparation of bringing on larger sales partners in key geographies, the impact of which is expected to be reduced as we gain traction with our new distributors

•

~~Partially~~Biologics net sales increased $1.4 million or 9.7%, primarily due to distribution added during the last three quarters and recovery in a previously underperforming region, as volume increased related to Trinity tissues by 20.0%, partially offset by a ~~decrease in legacy international sales of $0.7 million due to recent disruption in sales leadership~~low single-digit price decline as well as ~~variability in the timing of stocking distributor orders and payments~~

•

Further offset by a decrease in U.S. sales of $0.3 million due primarily to the disruption resulting from the ongoing spine business realignment and leadership transition, which is not expected to impact this business for more than a few quarters

~~Nine months ended September 30, 2018 compared to 2017~~

~~Net sales increased $5.9 million or 9.7%~~

•

~~Increase of $5.2 million driven by international sales of the M6 discs of Spinal Kinetics subsequent to the acquisition, which closed during the second quarter of 2018~~

•

~~Increase in U.S. sales of $2.1 million due to the addition of new distributor partners during the first half of 2017 and from the uptake of recent product introductions~~

•

~~Partially offset by a decrease in international sales of $1.4 million due to variability in the timing of stocking distributor orders and payments~~

~~Biologics~~

Biologics provides a portfolio of regenerative products and tissue forms that allow physicians to successfully treat a variety of spinal and orthopedic conditions. Biologics markets its tissues to hospitals and healthcare providers, primarily in the U.S., through a network of employed and independent sales representatives.

~~Three months ended September 30, 2018 compared to 2017~~

~~Net sales decreased $0.6 million or 3.8%~~

•

~~Decrease of 7.6% primarily driven by~~ a contractual reduction in the marketing services fee we receive ~~for marketing service fees for Trinity tissues~~ from MTF Biologics ~~(“MTF”) during the first quarter of 2018~~

•

~~Partially offset by a 4.6% increase in volume for Trinity tissues~~

~~Nine months ended September 30, 2018 compared to 2017~~

~~Net sales decreased $2.2 million or 4.9%~~

•

~~Decrease of 5.6% primarily driven by a contractual reduction in the fee we receive for marketing service fees for Trinity tissues from MTF during the first quarter of 2018~~

•

~~Partially offset by a slight increase in volume for Trinity tissues of 2.8%~~

~~Orthofix~~Global Extremities

~~Orthofix~~Global Extremities offers products and solutions that allow physicians to successfully treat a variety of orthopedic conditions unrelated to the spine. ~~Orthofix~~Global Extremities distributes its products globally through a network of distributors and sales representatives to sell orthopedic products to hospitals and health providers.

Three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~2017~~2018

Net sales ~~increased $1.5~~decreased $4.3 million or ~~5.8%~~15.7%

•

~~Increase~~Decrease of ~~$1.4~~$2.9 million largely attributed to ~~a higher than normal amount~~variability in the timing of orders ~~received late~~from our stocking distributors in ~~the second quarter of 2018, that did not ship until the third quarter of 2018~~emerging markets

•

~~Increase~~Decrease of ~~$0.5~~$1.4 million ~~within the U.S.~~ due to ~~continued distribution expansion~~the changes in foreign currency exchange rates, which had a negative impact on net sales

Gross Profit

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019			2018			% Change
Net sales	$	109,112		$	108,709			0.4	%
Cost of sales		23,708			24,147			-1.8	%
Gross profit	$	85,404		$	84,562			1.0	%
Gross margin		78.3	%		77.8	%		0.5	%

Three months ended March 31, 2019 compared to 2018

Gross profit increased $0.8 million

•

Increase primarily due to the growth in net sales and ~~adoption of our TrueLok products~~from improvement in gross margin, which increased to 78.3% compared to 77.8% in the prior year period, primarily due to product mix

•

Partially offset by the ~~changes in foreign currency exchange rates, which had a negative impact on net sales for~~amortization of Spinal Kinetics acquisition-related inventory fair value adjustments of $0.5 million during the ~~three months~~first quarter of ~~$0.4 million~~2019

~~Nine~~Sales and Marketing Expense

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019			2018			% Change
Sales and marketing	$	53,694		$	50,268			6.8	%
As a percentage of net sales		49.2	%		46.2	%		3.0	%

Three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~2017~~2018

~~Net sales~~Sales and marketing expense increased ~~$5.1~~$3.4 million ~~or 6.8%~~

•

Increase ~~largely~~of $1.4 million attributable to the acquisition of Spinal Kinetics

•

Additional increases due to building out the ~~change~~sales support and logistics teams in ~~foreign currency exchange rates, which had a positive impact on net~~support of growth initiatives, such as the M6-C artificial cervical disc launch and market expansion for Spinal Implants

•

Increase also driven by additional expenses related to global sales ~~for~~meetings and events to support the ~~nine months~~roll-out of ~~$3.1~~combining our previous four reporting segments into two reporting segments

General and Administrative Expense

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019			2018			% Change
General and administrative	$	20,472		$	19,424			5.4	%
As a percentage of net sales		18.8	%		17.9	%		0.9	%

Three months ended March 31, 2019 compared to 2018

General and administrative expense increased $1.0 million

•

Increase of $2.7 million attributable to transition and succession charges, including acceleration of certain share-based compensation expense, relating to our President and Chief Executive Officer’s announced retirement

•

Increase of ~~$1.1 million within the U.S. due to continued distribution expansion and adoption of our TrueLok products~~

•

~~Increase in international sales of $0.9 million, excluding the impact of changes in foreign currency exchange rates, due to continued expansion of our third-party distributors~~

~~Gross Profit and Non-GAAP Net Margin~~

Three Months Ended September 30,

Nine Months Ended September 30,

(U.S. Dollars, in thousands)

2018

2017

% Change

2018

2017

% Change

Gross profit

$
87,688

$
81,530

7.6
%

$
260,962

$
247,452

5.5
%
Sales and marketing

(49,898
)

(47,493
)

5.1
%

(151,695
)

(146,496
)

3.5
%
Non-GAAP net margin

$
37,790

$
34,037

11.0
%

$
109,267

$
100,956

8.2
%

Gross margin

78.5
%

77.5
%

1.0
%

78.6
%

78.1
%

0.5
%
Non-GAAP net margin as a percentage of net sales

33.8
%

32.3
%

1.5
%

32.9
%

31.9
%

1.0
%

~~Three months ended September 30, 2018 compared to 2017~~

~~Gross profit, sales and marketing expense, and non-GAAP net margin, an internal metric that we define as gross profit less sales and marketing expense, changed as follows:~~

•

Gross profit increased $6.2 million, primarily due to the growth in net sales with gross margin improving from 77.5% to 78.5%, driven by costs savings from our 2017 U.S. restructuring initiative and continued improvement related to inventory management initiatives, partially offset by the addition of Spinal Kinetics acquisition-related inventory fair value adjustments

•

~~Sales and marketing expense increased $2.4 million, primarily due to the increase in net sales and partially offset by improvements in commission rates~~

•

~~Non-GAAP net margin increased by $3.8 million as a result of the changes in gross profit and sales and marketing expense~~

~~Nine months ended September 30, 2018 compared to 2017~~

~~Gross profit, sales and marketing expense, and non-GAAP net margin, an internal metric that we define as gross profit less sales and marketing expense, changed as follows:~~

•

Gross profit increased $13.5 million, primarily due to the growth in net sales with gross margin improving from 78.1% to 78.6%, largely driven by changes in product mix and partially offset by the addition of Spinal Kinetics acquisition-related inventory fair value adjustments

•

~~Sales and marketing expense increased $5.2 million, primarily due to the increase in net sales and partially offset by improvements in commission rates~~

•

~~Non-GAAP net margin increased by $8.3 million as a result of the changes in gross profit and sales and marketing expense~~

The following table provides non-GAAP net margin by reporting segment. The reasons for the changes in non-GAAP net margin by reporting segment are generally consistent with the information provided above for gross profit and sales and marketing expense.

Three Months Ended September 30,

Nine Months Ended September 30,

(U.S. Dollars, in thousands)

2018

2017

% Change

2018

2017

% Change

Bone Growth Therapies

$
21,151

$
18,285

15.7
%

$
61,395

$
54,887

11.9
%
Spinal Implants

1,812

2,122

-14.6
%

5,960

6,825

-12.7
%
Biologics

6,654

6,010

10.7
%

18,981

18,651

1.8
%
Orthofix Extremities

8,295

7,723

7.4
%

23,455

20,901

12.2
%
Corporate

(122
)

(103
)

18.4
%

(524
)

(308
)

70.1
%
Non-GAAP net margin

$
37,790

$
34,037

11.0
%

$
109,267

$
100,956

8.2
%

~~General and Administrative Expense~~

Three Months Ended September 30,

Nine Months Ended September 30,

(U.S. Dollars, in thousands)

2018

2017

% Change

2018

2017

% Change

General and administrative

$
22,705

$
18,068

25.7
%

$
64,457

$
56,759

13.6
%
As a percentage of net sales

20.3
%

17.2
%

3.1
%

19.4
%

17.9
%

1.5
%

~~Three months ended September 30, 2018 compared to 2017~~

~~General and administrative expense increased $4.6 million~~

•

~~Increase of $3.4~~$0.7 million in ~~expenses associated with strategic investments, including integration efforts in connection with the Spinal Kinetics acquisition~~professional fees, primarily within our legal, compliance, accounting, and ~~expenditures to move the domicile of the Company~~

•

Increase in share-based compensation expense of $1.4 million, largely related to increases in expense attributable to our performance-based and market-based awards and a change in the timing of our annual grants to executives and key personnel

~~Nine months ended September 30, 2018 compared to 2017~~

~~General and administrative expense increased $7.7 million~~

•

Increase of $7.2 million in expenses associated with strategic investments, such as our due diligence and integration efforts in connection with the Spinal Kinetics acquisition and expenditures to move the domicile of the Company

•

Increase in share-based compensation expense of $4.6 million, largely related to increases in expense attributable to our performance-based and market-based awards and a change in the timing of our annual grants to executives and key personneltax departments

•

Partially offset by ~~decreases in certain compensation-related costs of $3.2 million, including bonus incentives, and~~ a decrease of $1.2 million in expenses associated with strategic investments, largely due to diligence costs incurred during the first quarter of 2018 related to the acquisition of Spinal Kinetics, which closed during the second quarter of 2018

•

Further offset by a decrease of $0.6 million associated with other ~~core general and administrative costs, including professional fees,~~share-based compensation expenses, excluding the impact of ~~$0.9 million~~the succession charges described above

Research and Development Expense

	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018			2017			% Change			2018			2017			% Change			2019			2018			% Change
Research and development	$	9,598		$	6,935			38.4	%	$	24,426		$	21,246			15.0	%	$	9,229		$	6,937			33.0	%
As a percentage of net sales		8.6	%		6.6	%		2.0	%		7.4	%		6.7	%		0.7	%		8.5	%		6.4	%		2.1	%

Three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~2017~~2018

Research and development expense increased ~~$2.7~~$2.3 million

•

Increase in research and development costs largely attributable to the Spinal Kinetics acquisition and the regulatory efforts associated with the U.S. Food and Drug Administration (“FDA”) premarket approval of the M6 Cervical Disc, which was obtained in February of 2019

~~Nine~~Acquisition-related Amortization and Remeasurement

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019			2018			% Change
Acquisition-related amortization and remeasurement	$	6,457		$	63			100.0	%
As a percentage of net sales		5.9	%		0.1	%		5.8	%

Three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~2017~~2018

~~Research~~Acquisition-related amortization and ~~development expense~~remeasurment, which consists of amortization related to intangibles acquired through business combinations or asset acquisitions and the remeasurement of any related contingent consideration arrangement, increased ~~$3.2~~$6.5 million

•

Increase ~~in research and development costs largely attributable~~of $4.0 million related to the remeasurement of potential future revenue-based milestone payments associated with the Spinal Kinetics acquisition ~~and the regulatory efforts associated with the FDA premarket approval of the M6 Cervical Disc~~

~~Changes in Fair Value of Contingent Consideration~~

Three Months Ended September 30,

Nine Months Ended
September 30,

(U.S. Dollars, in thousands)

2018

2017

% Change

2018

2017

% Change

Changes in fair value of contingent consideration

$
1,580

$
—

100.0
%

$
2,689

$
—

100.0
%
As a percentage of net sales

1.4
%

0.0
%

1.4
%

0.8
%

0.0
%

0.8
%

~~Three months and nine months ended September 30, 2018 compared to 2017~~

~~The fair value of contingent consideration increased $1.6 million and $2.7 million, respectively~~

•

~~Changes relate~~Increase of $1.4 million related to the ~~fair value~~achievement of the ~~potential future~~FDA milestone ~~payments of up to $60.0 million in cash~~ associated with the Spinal Kinetics acquisition following approval obtained during the first quarter of 2019

•

Increase of $1.1 million related to the amortization of intangible assets acquired through business combinations or asset acquisitions; of this amount, $0.8 million is attributable to the Spinal Kinetics acquisition, which occurred during the second quarter of 2018 and includes amortization of acquired in-process research and development costs following achievement of the FDA approval milestone during the first quarter of 2019

Non-operating Income and Expense

	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018			2017			% Change			2018			2017			% Change			2019			2018			% Change
Interest income (expense), net	$	(181	)	$	(15	)		1106.7	%	$	(615	)	$	106			-680.2	%	$	(257	)	$	(183	)		40.4	%
Other income (expense), net		(5,054	)		479			-1155.1	%		(5,785	)		(3,284	)		76.2	%		(404	)		2,912			-113.9	%

Three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~2017~~2018

Other income (expense) decreased ~~$5.5~~$3.3 million

•

Decrease of ~~$4.4 million from impairment of our equity holdings and warrants in Bone Biologics, Inc. (“Bone Biologics”) common stock~~

•

~~Decrease of $1.4~~$2.0 million associated with changes in foreign currency rates, as we recorded a non-cash remeasurement loss of ~~$0.6~~$0.9 million in the ~~third~~first quarter of ~~2018~~2019 compared to a gain of ~~$0.8~~$1.1 million in the ~~third~~first quarter of ~~2017~~

~~Nine months ended September 30,~~ 2018 ~~compared to 2017~~

~~Other income (expense) decreased $2.5 million~~

•

~~Decrease of $5.2 million associated with changes in foreign currency rates, as we recorded a non-cash remeasurement loss of $2.8 million in 2018 compared to a gain of $2.4 million in 2017~~

•

~~Net decrease~~Decrease of ~~$3.1~~$1.6 million ~~in expense relating~~related to ~~changes~~an unrealized gain in ~~fair value and impairment of our equity holdings and warrants in Bone Biologics common stock~~

•

~~Partially offset by an increase of $5.6 million associated with an other-than-temporary impairment on the eNeura debt security during~~ the first quarter of ~~2017~~2018 associated with the increase in fair value of our equity securities in Bone Biologics, Inc. (“Bone Biologics”) following the adoption of ASU 2016-01

Income Taxes

	Three Months Ended September 30,									Nine Months Ended September 30,									Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018			2017			% Change			2018			2017			% Change			2019			2018			% Change
Income tax expense	$	(115	)	$	6,150			-101.9	%	$	6,346		$	13,998			-54.7	%
Income tax expense (benefit)																			$	(6,006	)	$	5,373			-211.8	%
Effective tax rate		8.7	%		64.8	%		-56.1	%		56.2	%		70.8	%		-14.6	%		117.6	%		50.7	%		66.9	%

Three months ended ~~September 30, 2018~~March 31, 2019 compared to ~~2017~~2018

The increase in the effective tax rate was primarily a result of the following factors:

•

Decrease in pre-tax earnings

•

~~Decrease~~Increases in non-deductible executive compensation due to provisions of the ~~U.S. statutory rate from 35% to 21%~~Act

•

~~Partially offset by the impairment of our investment~~Increases in ~~Bone Biologics,~~financial expenses not deductible for ~~which there is no~~ tax ~~benefit~~purposes

•

~~Further offset by increased financial expenses not deductible for tax purposes~~Benefits related to effectively settling the 2015 IRS exam and statute expirations

The primary factors affecting our effective tax rate for the ~~third~~first quarter of ~~2018~~2019 are as follows:

•

~~The mix~~Increases in non-deductible executive compensation due to provisions of ~~earnings among tax jurisdictions~~

•

~~Impairment of our investment in Bone Biologics, for which there is no tax benefit~~the Act

•

Certain financial expenses not deductible for tax purposes

~~Nine months ended September 30, 2018 compared to 2017~~

~~The decrease in the effective tax rate was primarily a result of the following factors:~~

•

~~Decrease in pre-tax earnings~~

•

~~Decrease in~~Benefits related to effectively settling the ~~U.S. statutory tax rate from 35% to 21%~~

•

~~Partially offset by the impairment of our investment in Bone Biologics, for which there is no tax benefit~~

•

~~Further offset by financial expenses not deductible for tax purposes~~2015 IRS exam and statute expirations

Segment Review

As discussed above, we changed the performance measure used to evaluate segment performance from Non-GAAP net margin to EBITDA during the first quarter of 2019. When compared to the prior year period, EBITDA decreased $14.3 million. The ~~primary factors affecting our effective tax rate for the nine months ended September 30, 2018 are as follows:~~following table reconciles EBITDA to income (loss) before income taxes:

•

~~The mix of earnings among tax jurisdictions~~

•

~~Current period losses in jurisdictions where we do not currently receive a tax benefit~~

•

~~Impairment of our investment in Bone Biologics, for which there is no tax benefit~~

•

~~Certain financial expenses not deductible for tax purposes~~

	Three Months Ended March 31,
(U.S. Dollars, in thousands)	2019			2018
Global Spine	$	10,575		$	18,825
Global Extremities		(173	)		3,328
Corporate		(9,527	)		(7,002	)
Total EBITDA	$	875		$	15,151
Depreciation and amortization		(5,727	)		(4,369	)
Interest expense, net		(257	)		(183	)
Income (loss) before income taxes	$	(5,109	)	$	10,599

Liquidity and Capital Resources

Cash, cash equivalents, and restricted cash at ~~September 30, 2018,~~March 31, 2019, totaled ~~$56.2~~$49.2 million compared to ~~$81.2~~$72.2 million at December 31, ~~2017,~~2018, with the decrease largely a result of $15.0 million in cash paid in connection with achievement of the Spinal Kinetics ~~acquisition.~~FDA Milestone and $6.4 million related to the acquisition of certain assets of Options Medical, LLC (“Options Medical”) during the first quarter of 2019.

	Nine Months Ended September 30,									Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018			2017			Change			2019			2018			Change
Net cash from operating activities	$	28,829		$	9,125		$	19,704		$	(1,039	)	$	(3,560	)	$	2,521
Net cash from investing activities		(55,921	)		(12,816	)		(43,105	)		(11,316	)		(4,655	)		(6,661	)
Net cash from financing activities		2,988			2,598			390			(10,396	)		3,697			(14,093	)
Effect of exchange rate changes on cash		(811	)		1,077			(1,888	)		(230	)		417			(647	)
Net change in cash, cash equivalents and restricted cash	$	(24,915	)	$	(16	)	$	(24,899	)	$	(22,981	)	$	(4,101	)	$	(18,880	)

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.

	Nine Months Ended September 30,								Three Months Ended March 31,
(U.S. Dollars, in thousands)	2018			2017			Change		2019			2018			Change
Net cash from operating activities	$	28,829		$	9,125		$	19,704	$	(1,039	)	$	(3,560	)	$	2,521
Capital expenditures		(10,724	)		(13,290	)		2,566		(4,916	)		(3,438	)		(1,478	)
Free cash flow	$	18,105		$	(4,165	)	$	22,270	$	(5,955	)	$	(6,998	)	$	1,043

Operating Activities

Cash flows from operating activities increased ~~$19.7~~$2.5 million

•

~~Increase~~Decrease in net income of ~~$0.3~~$4.3 million

•

Net increase of $8.6 million for non-cash gains and losses, largely related to changes in fair value of contingent consideration, share-based compensation expense, and depreciation and amortization

•

Net decrease of $3.7 million for non-cash gains and losses, largely related to changes in deferred income taxes, our other-than-temporary impairment on the eNeura debt security in the first quarter of 2017, share-based compensation expense, and impairment of the Company’s investments in Bone Biologics in 2018

•

~~Net increase of $23.2~~$1.7 million relating to changes in working capital accounts, primarily attributable to changes in ~~inventories, as a result of improved inventory management initiatives put into place in 2017~~accounts payable and ~~2018, and changes in accounts receivable~~inventories

Two of our primary working capital accounts are accounts receivable and inventory. Days sales in receivables were 6166 days at ~~September 30, 2018~~March 31, 2019 compared to 5364 days at ~~September 30, 2017, with the increase largely attributable to our adoption of~~ ~~Accounting Standards Update (“ASU”) 2014-09~~.March 31, 2018. Inventory turns remained consistent at 1.2 times as of ~~September 30, 2018~~March 31, 2019 and ~~2017.~~

~~Adoption of ASU 2016-18, Statement of Cash Flows (Topic 230): Restricted Cash~~

~~In November 2016, the Financial Accounting Standards Board (“FASB”) issued ASU 2016-18, which~~ ~~reduces diversity in classification and presentation of restricted cash, including transfers between cash and restricted cash, on the statement of cash flows.~~ The Company adopted this standard as of January 1, 2018 using a retrospective transition approach. Adoption of this ASU resulted in an increase in net cash from operating activities of $2.5 million for the nine months ended September 30, 2018 and a decrease in net cash from operating activities of $14.4 million for the nine months ended September 30, 2017.2018.

Investing Activities

Cash flows from investing activities decreased ~~$43.1~~$6.6 million

•

Decrease of ~~$43.7~~$6.4 million associated with cash paid in relation to the ~~Spinal Kinetics~~ acquisition ~~net~~ of ~~cash acquired, which closed on April 30, 2018~~certain assets of Options Medical , one of our former distributors, during the first quarter of 2019

•

Decrease of ~~$0.9~~$1.5 million attributable to increased capital expenditures compared to the prior year

•

Partially offset by $0.7 million associated with the acquisition of certain intangible assets in ~~transactions~~a transaction with a former ~~distributors~~distributor in the first quarter of 2018

•

Further offset by our additional investment of $0.5 million in Bone Biologics during the first ~~and third quarters~~quarter of 2018

Financing Activities

Cash flows from financing activities decreased $14.1 million

•

Decrease of $13.7 million associated with our payment of the FDA Milestone associated with the Spinal Kinetics acquisition during the first quarter of 2019, which represents the acquisition-date fair value attributable to the FDA Milestone liability originally recognized

•

Decrease of $0.1 million attributable to principal payments made during the first quarter of 2019 relating to our finance lease

•

Decrease of $0.5 million ~~due~~attributable to ~~our additional investment in Bone Biologics during 2018~~

•

~~Decrease of $0.5 million due~~other financing cash flows, which primarily relate to ~~proceeds received in 2017 upon~~deferred payments made associated with the ~~maturity~~acquisition of certain ~~time-based deposits~~intangible assets in transactions with former distributors

•

Partially offset by ~~a reduction in capital expenditures of $2.6 million~~

~~Financing Activities~~

~~Cash flows from financing activities increased $0.4 million~~

•

~~Increase~~an increase in net proceeds of ~~$0.9~~$0.2 million from the issuance of common shares

•

~~Partially offset by a decrease in other financing cash flows of $0.5 million~~

Credit Facilities

~~On July~~There have been no material changes to our credit facilities as disclosed in our Form 10-K for the year ended December 31, 2018, the Company amended and restated its previous Credit Agreement with JPMorgan Chase Bank, N.A. (“JPMorgan”), the Administrative Agent, and the lenders party thereto pursuant to a First Amended and Restated Credit Agreement (“Amended Credit Agreement”). The Amended Credit Agreement is substantially the same as the previous Credit Agreement, except for certain amendments to, among other things, (i) effectuate the domestication of the Company from a Curaçao company to a Delaware corporation, (ii) limit the pledge by the Company and each domestic subsidiary of the Company of equity interests in their respective first tier foreign subsidiaries to 65% of the voting interests in such foreign subsidiaries, (iii) limit the guarantee and joint and several obligations of each subsidiary guarantor that is a foreign subsidiary so that such foreign subsidiary guarantors are only providing guarantees, or are jointly and severally obligated, for obligations of other foreign subsidiaries, and (iv) limit the secured obligations that are secured by collateral provided by subsidiary guarantors that are foreign subsidiaries to secured obligations of foreign subsidiaries.2018.

Other

For information regarding Contingencies, see Note 69 to the Notes to the Unaudited Condensed Consolidated Financial Statements contained herein.

Spinal Kinetics Acquisition

As part of the consideration for the Spinal Kinetics acquisition, we agreed to ~~pay an aggregate of $45.0 million in cash, subject to certain adjustments, upon closing plus~~ milestone payments in the future of up to $60.0 million in cash. ~~We closed on the acquisition on April 30, 2018 and paid the $45.0 million of cash, adjusted~~One milestone payment was for ~~certain items, due at close with cash on hand. The milestone payments include (i) up to~~ $15.0 million ~~if the~~upon FDA ~~grants~~ approval of Spinal Kinetics’ M6-C artificial cervical disc (the “FDA Milestone”). During the first quarter of 2019, we obtained FDA approval of the M6-C artificial cervical disc for patients suffering from cervical disease degeneration and ~~(ii)~~the FDA Milestone payment was triggered. We paid the $15.0 million FDA Milestone payment on February 14, 2019 from cash on hand.

Two other milestone payments are comprised of revenue-based milestone payments of up to $45.0 million in connection with future sales of the M6-C artificial cervical disc and the M6-L artificial lumbar disc. The fair value of the contingent consideration arrangement as of ~~September 30, 2018~~March 31, 2019 was ~~$28.2~~$19.0 million; however, the actual amount ultimately paid could be higher or lower than the fair value of the contingent consideration. ~~Approximately $13.6 million of this~~The remaining liability ~~is included within other current liabilities and $14.6 million~~attributable to the revenue-based milestones is included within other long-term liabilities. For additional discussion of this matter, see Note 27 of the Notes to the Unaudited Condensed Consolidated Financial Statements.

eNeura debt security

We hold a debt security of eNeura, Inc., a privately held medical technology company that is developing devices for the treatment of migraines. The debt security was originally set to mature on March 4, 2019. On March 1, 2019, we entered into an Amended and Restated Senior Secured Promissory Note with eNeura (the “Restructured Debt Security”) to restructure the debt security, which extended the maturity date to the earlier of (i) March 4, 2022, (ii) the effective date of a change in control, or (iii) the effective date of an initial public offering by eNeura. As consideration for the extension, eNeura issued to us a Warrant to Purchase Common Stock (the “Warrant”), exercisable at $0.01 per share over a ten year contractual term, for a number of shares equal to 10% of the sum of the outstanding principal and accrued interest on the Amended and Restated Debt Security as of March 1, 2019, divided by $1.00 (subject to certain anti-dilution provisions).

We considered the restructuring of the eNeura debt security to be a Troubled Debt Restructuring (“TDR”). A TDR exists when a creditor for economic or legal reasons related to the debtor’s financial difficulties grants a concession to the debtor that it would not otherwise consider. In making this determination, we considered eNeura’s current financial condition and whether the restructuring of the debt security resulted in the granting of a concession after taking into account all the facts and circumstances surrounding the restructuring. The restructuring was undertaken to improve the likelihood of our effort to recover the investment in the original the debt security.

As a result of the restructuring, the eNeura debt security is no longer accounted for at fair value, but rather in accordance with the accounting required for TDRs. The fair value of the debt security immediately prior to the restructuring was reclassified to be the carrying amount of the debt security, as such amount approximates our estimate of future cash collections discounted using the debt security’s effective interest rate of 8%. Our estimate of future cash flows involves significant judgment regarding the timing, expected events, and amount of future cash collections. Decreases in our estimate of future cash collections could result in significant charges to bad debt expense. Interest income on the restructured eNeura debt security is recorded using the interest income method, which requires reporting interest income equal to the increase in the net carrying amount of the debt security attributable to the passage of time. For additional information, see Notes 7 and 8 of the Notes to the Unaudited Condensed Consolidated Financial Statements.

Brazil

On April 3, 2019, our appeal regarding the freezing of our local bank accounts in Brazil was heard by the Brazil Federal Court of Appeals of Rio de Janeiro, in which the Court ordered the unfreezing of the cash. Approximately $2.5 million was then returned without any restrictions in April 2019. For additional discussion regarding the matter, see Note 9 of the Notes to the Unaudited Condensed Consolidated Financial Statements.

Off-balance Sheet Arrangements

As of ~~September 30, 2018,~~March 31, 2019, 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, 2017, except as related to our acquisition of Spinal Kinetics. As part of the acquisition, we assumed the contractual obligations relating to Spinal Kinetics’ existing lease arrangements, which in the aggregate amount to future obligations totaling approximately $3.6 million as of September 30, 2018.

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 detailed in Item 7 of our Annual Report on Form 10-K for the year ended December 31, ~~2017.~~

~~Significant~~2018. There have been no significant changes to our critical accounting estimates asexcept for the following:

Leases

On January 1, 2019, we adopted ASU 2016-02, Leases (Topic 842). We determine if an arrangement is a ~~result of adopting ASU 2014-09,~~ ~~Revenue from Contracts with Customers~~ ~~(Topic 606)~~lease at inception. Lease assets and liabilities are ~~discussed below. Other than~~recognized at the changes to our critical accounting policies for revenue recognition, allowance for doubtful accounts, and contractual allowances as a result of the adoption of Topic 606, there have been no changes to our critical accounting estimates.

~~Revenue Recognition~~

The process for recognizing revenue involves significant assumptions and judgments for certain of our revenue streams. Revenue recognition policies are “critical accounting estimates” because changes in the assumptions used to develop the estimates could materially affect key financial measures, including net sales, gross margin, non-GAAP net margin, operating income, and net income.

~~Bone Growth Therapies revenue is largely attributable to the U.S. and is comprised of third-party payor transactions and wholesale revenue.~~

For revenue derived from third-party payors, including commercial insurance carriers, health maintenance organizations, preferred provider organizations and governmental payors such as Medicare, in connection with the sale of our stimulation products, we recognize revenue when the stimulation product is fitted to and accepted by the patient and all applicable documents that are required by the third-party payor have been obtained. Amounts paid by these third-party payors are generallycommencement date based on ~~fixed or allowable reimbursement rates. These revenues are recorded at~~ the ~~expected or preauthorized reimbursement rates, net~~present value of ~~any contractual allowances or adjustments. Certain billings are subject to review by~~lease payments over the ~~third-party payors and may be subject to adjustment.~~

Wholesale revenue is related to the sale of our bone growth stimulators directly to physicians and other healthcare providers. Wholesale revenues are recognized upon shipment and receipt of a confirming purchase order, which is when the customer obtains control of the promised goods.

Commercial revenue is related to the sale of our internal and external fixation products, generally representing hospital customers. Commercial revenues are recognized when these products have been utilized and a confirming purchase order has been received from the hospital.

Stocking distributors purchase our products and then re-sell them directly to customers, such as hospitals. For revenue derived from stocking distributor agreements, prior to the adoption of Topic 606, i.e. for all periods presented prior to January 1, 2018, we recognized revenue once the product was delivered to the end customer (the “sell-through method”). Because we did not have reliable information about when our distributors sold the product through to end customers, we used cash collection from distributors as a basis for revenue recognition under the sell-through method. Additionally, when we sold to these distributors, we considered whether to match the related cost of sales expense with revenue or to recognize expense upon shipment. In making this assessment, we considered the financial viability of our distributors based on their creditworthiness to determine if collectability oflease term.

~~amounts sufficient to realize~~As our leases do not provide an implicit rate, our incremental borrowing rate is used as a discount rate, based on the ~~costs of the products shipped was reasonably assured~~information available at the ~~time~~commencement date, in determining the present value of ~~shipment to these distributors. In instances where~~lease payments. Lease assets also include the ~~distributor was determined to be financially viable, we deferred~~impact of any prepayments made and are reduced by impact of any lease incentives. Leases with an initial term of 12 months or less are not recorded on the ~~costs of sales until the revenue was recognized.~~

~~Subsequent to the adoption of Topic 606, effective January 1, 2018, for revenue derived from stocking distributor arrangements,~~balance sheet; we recognize ~~revenue upon shipment and receipt of~~lease expense for these leases on a ~~confirming purchase order, which~~straight-line basis over the lease term. Lease terms may include options to extend or terminate the lease when it is ~~when~~reasonably certain that we will exercise the ~~distributor obtains control of~~option. Lease expense for lease payments is recognized on a straight-line basis over the promised goods. The transaction price is estimated based upon our historical collection experience with the stocking distributor. To derive this estimate, we analyze twelve months of historical invoices by stocking distributor and the subsequent collections on those invoices, for a period of up to 24 months subsequent to the invoice date. This percentage, which is specific to each stocking distributor, is then used to calculate the transaction price. Cost of sales is also recorded upon transfer of control of the product to the customer, which is when the Company’s performance obligation has been satisfied.lease term.

~~Biologics revenue is largely attributable to the U.S. and is primarily related to a collaborative arrangement with MTF.~~ We have ~~exclusive global marketing rights~~made a policy election for all classifications of leases to combine lease and ~~receive marketing fees~~nonlease components and to account for them as a single lease component. Variable lease payments are excluded from ~~MTF based on products distributed by MTF. MTF is considered~~ the ~~principal in these arrangements; therefore, we recognize these marketing service fees on a net basis upon shipment of the product to the customer.~~

~~Allowance for Doubtful Accounts~~lease liability and ~~Contractual Allowances~~

The process for estimating the ultimate collection of accounts receivable involves significant assumptions and judgments. Historical collections, write-offs, and payor reimbursement experience are integral parts of the estimation process related to reserves for doubtful accounts and the establishment of contractual allowances. Accounts receivable are analyzed on a quarterly basis to assess the adequacy of both reserves for doubtful accounts and contractual allowances. Revisions in allowances for doubtful accounts estimates are recorded as an adjustment to bad debt expense within sales and marketing expenses. Revisions to contractual allowances are recorded as an adjustment to net sales. Our estimates are periodically tested against actual collection experience. Our allowance for doubtful accounts and estimation of contractual allowances are “critical accounting estimates” because changesrecognized in the ~~assumptions used to develop~~period in which the ~~estimates could materially affect key financial measures, including net sales, gross margin, net margin, operating income, net income, and trade accounts receivable.~~obligation is incurred.

Recently Issued Accounting Pronouncements

See Note 12 of the Notes to the Unaudited Condensed Consolidated Financial Statements for detailed information regarding the status of recently issued accounting pronouncements.

Non-GAAP Financial Measures

We believe that providing non-GAAP financial measures that exclude certain items provides investors with greater transparency to the information used by senior management in its financial and operational decision-making. We believe it is important to provide investors with the same non-GAAP metrics used to supplement information regarding the performance and underlying trends of our business operations in order to facilitate comparisons to historical operating results and internally evaluate the effectiveness of the 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 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 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 GAAP measures, but is most commonly used by management to analyze net sales without the impact of changes in foreign currency rates.

~~Non-GAAP Net Margin~~EBITDA

~~Non-GAAP~~EBITDA is a non-GAAP metric defined as earnings before interest income (expense), net, ~~margin is an internal metric that we define as gross profit less sales~~income taxes, depreciation, and ~~marketing expense. Non-GAAP net margin~~amortization. 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. Free cash flow is 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. ~~In the first quarter of 2018, we adopted ASU 2016-18,~~ ~~Statement of Cash Flows (Topic 230): Restricted Cash~~, which reduces diversity in classification and presentation of restricted cash, including transfers between cash and restricted cash, on the statement of cash flows. We adopted this accounting standard using a retrospective transition approach, which resulted in an increase in net cash from operating activities of $2.5 million for the nine months ended September 30, 2018 and a decrease in net cash from operating activities of $14.4 million for the nine months ended September 30, 2017

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, ~~2017.~~2018.

Item 4. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as defined in Rule 13a-15(e) of the Exchange Act) designed to provide reasonable assurance that the information required to be disclosed in reports filed or submitted under the Exchange Act are recorded,

processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. These include controls and procedures designed to ensure that this information is accumulated and communicated to management, including our President and Chief Executive Officer and our Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management, with the participation of the President and Chief Executive Officer and the Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures as of ~~September 30, 2018.~~March 31, 2019. Based on this evaluation, our President and Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective as of ~~September 30, 2018.~~March 31, 2019.

Changes in Internal Control over Financial Reporting

There was no change in our internal control over financial reporting, known to the President and Chief Executive Officer or the Chief Financial Officer that occurred for the quarterly period covered by this report that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

For information regarding legal proceedings, see Note 69 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 to the risk factors disclosed in the “Risk Factors” section of our Form 10-K for the year ended December 31, ~~2017.~~2018.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We have not made any repurchases of our common stock during the ~~third~~first quarter of ~~2018.~~2019.

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

There are no matters to be reported under this heading.

Item 6. Exhibits

~~3.1~~10.1		~~Orthofix Medical Inc. Certificate of Incorporation~~Employee Inducement Restricted Stock Unit Agreement for Beth Stevenson (filed as an exhibit to the Company’s ~~Current Report~~Form S-8 filed on ~~Form 8-K filed July 31, 2018 and incorporated herein by reference).~~

~~3.2~~		~~Orthofix Medical Inc. Bylaws (filed as an exhibit to the Company’s Current Report on Form 8-K filed July 31, 2018 and incorporated herein by reference).~~

~~4.1~~		~~Form of Stock Certificate (filed as an exhibit to the Company’s Current Report on Form 8-K filed July 31, 2018 and incorporated herein by reference).~~

~~10.1~~		~~Amended and Restated 2012 Long-Term Incentive Plan (filed as an exhibit to the Company’s Current Report on Form 8-K filed July 17, 2018~~February 2, 2019 and incorporated herein by reference).

10.2		~~Amendment No. 1 to Second Amended~~Transition and ~~Restated Stock Purchase Plan~~Retirement Agreement, dated February 25, 2019, between Bradley R. Mason and Orthofix Medical Inc. (filed as an exhibit to the Company’s ~~Current~~Annual Report on Form ~~8-K filed July 17, 2018 and incorporated herein by reference).~~

~~10.3~~		~~First Amended and Restated Credit Agreement, dated as of July~~10-K for the fiscal year ended December 31, 2018, among Orthofix Holdings, Inc., Victory Medical Limited, Orthofix International B.V., Orthofix Medical Inc. and certain subsidiaries of Orthofix Medical Inc. as guarantors, the several banks and other financial institutions as may from time to time become parties thereunder as lenders, and JPMorgan Chase Bank, N.A., as administrative agent (filed as an exhibit to the Company’s current report on Form 8-K filed August 6, 2018 and incorporated herein by reference).

~~10.4~~		~~Amended and Restated Employment Contract, dated July 31, 2018 between Orthofix AG and Davide Bianchi (filed as an exhibit to the Company’s current report on Form 8-K filed on August 6,~~ 2018 and incorporated herein by reference).

31.1*		Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer.

31.2*		Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer.

32.1*		Section 1350 Certifications of each of the Chief Executive Officer and Chief Financial Officer.

101*		The following materials from this Form 10-Q, formatted in Extensible Business Reporting Language (“XBRL”): (i) Condensed Consolidated Balance Sheets, (ii) Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) Condensed Consolidated Statements of Cash Flows and (iv) related notes, detail tagged.

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ORTHOFIX MEDICAL INC.

Date: ~~October 29, 2018~~May 6, 2019	By:	/s/ BRADLEY R. MASON
	Name:	Bradley R. Mason
	Title:	President and Chief Executive Officer

Date: ~~October 29, 2018~~May 6, 2019	By:	/s/ DOUG RICE
	Name:	Doug Rice
	Title:	Chief Financial Officer

3633

(U.S. Dollars, in thousands)
Fair value of consideration transferred
Cash paid	$	50,564
Contingent consideration		25,491
Total fair value of consideration transferred	$	76,055

(U.S. Dollars, in thousands)	As of April 30, 2018		Assigned Useful Life
Assets acquired
Cash and cash equivalents	$	6,785
Restricted cash		30
Accounts receivable		1,705
Inventories		8,175
Prepaid expenses and other current assets		315
Property, plant and equipment		2,285
Other long-term assets		320
Developed technology		12,400	10 years
In-process research and development ("IPR&D")		26,800	Indefinite
Tradename		100	2 years
Deferred income taxes		3,483
Total identifiable assets acquired	$	62,398

Liabilities assumed
Accounts payable	$	351
Other current liabilities		2,873
Other long-term liabilities		301
Total liabilities assumed		3,525
Goodwill		17,182
Total fair value of consideration transferred	$	76,055

(U.S. Dollars, in thousands)	December 31, 2017		Impact of Adoption of Topic 606			January 1, 2018
Assets
Current assets
Cash and cash equivalents	$	81,157	$	—		$	81,157
Accounts receivable, net		63,437		8,648			72,085
Inventories		81,330		(2,338	)		78,992
Prepaid expenses and other current assets		25,877		—			25,877
Total current assets		251,801		6,310			258,111
Deferred income taxes		23,315		(1,549	)		21,766
Other long-term assets		130,238		—			130,238
Total assets	$	405,354	$	4,761		$	410,115
Liabilities and shareholders’ equity
Total liabilities	$	108,746	$	—		$	108,746
Shareholders’ equity
Common shares		1,828		—			1,828
Additional paid-in capital		220,591		—			220,591
Retained earnings		70,402		4,761			75,163
Accumulated other comprehensive income		3,787		—			3,787
Total shareholders’ equity		296,608		4,761			301,369
Total liabilities and shareholders’ equity	$	405,354	$	4,761		$	410,115

	Three Months Ended September 30, 2018									Nine Months Ended September 30, 2018
(U.S. Dollars, in thousands)	Based on historical accounting under Topic 605			Impact of adoption			As reported under Topic 606			Based on historical accounting under Topic 605			Impact of adoption			As reported under Topic 606
Net sales	$	109,512		$	2,196		$	111,708		$	324,274		$	7,690		$	331,964
Cost of sales		23,784			236			24,020			68,975			2,027			71,002
Gross profit		85,728			1,960			87,688			255,299			5,663			260,962
Sales and marketing		49,766			132			49,898			151,741			(46	)		151,695
Other operating expenses		33,883			—			33,883			91,572			—			91,572
Operating income	$	2,079		$	1,828		$	3,907		$	11,986		$	5,709		$	17,695
Income tax expense		677			(562	)		115			(4,935	)		(1,411	)		(6,346	)
Net income (loss) from continuing operations	$	(2,479	)	$	1,266		$	(1,213	)	$	651		$	4,298		$	4,949
Net income (loss) from continuing operations per common share—basic	$	(0.13	)	$	0.06		$	(0.07	)	$	0.04		$	0.22		$	0.26
Net income (loss) from continuing operations per common share—diluted	$	(0.13	)	$	0.06		$	(0.07	)	$	0.03		$	0.23		$	0.26