Document and Entity Information
Document and Entity Information - shares | 3 Months Ended | |
Mar. 31, 2023 | May 04, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q1 | |
Trading Symbol | OFIX | |
Entity Registrant Name | ORTHOFIX MEDICAL INC. | |
Entity Central Index Key | 0000884624 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Accelerated Filer | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Current Reporting Status | Yes | |
Entity Common Stock, Shares Outstanding | 36,544,297 | |
Entity File Number | 0-19961 | |
Entity Tax Identification Number | 98-1340767 | |
Entity Address, Address Line One | 3451 Plano Parkway | |
Entity Address, City or Town | Lewisville | |
Entity Address, State or Province | TX | |
Entity Address, Postal Zip Code | 75056 | |
City Area Code | 214 | |
Local Phone Number | 937-2000 | |
Entity Incorporation, State or Country Code | DE | |
Title of 12(b) Security | Common stock, $0.10 par value per share | |
Security Exchange Name | NASDAQ | |
Entity Interactive Data Current | Yes | |
Document Quarterly Report | true | |
Document Transition Report | false |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 49,968 | $ 50,700 |
Accounts receivable, net of allowances of $6,691 and $6,419, respectively | 113,313 | 82,857 |
Inventories | 221,933 | 100,150 |
Prepaid expenses and other current assets | 24,827 | 22,283 |
Total current assets | 410,041 | 255,990 |
Property, plant, and equipment, net | 136,818 | 58,229 |
Intangible assets, net | 122,129 | 47,388 |
Goodwill | 202,711 | 71,317 |
Other long-term assets | 45,437 | 25,705 |
Total assets | 917,136 | 458,629 |
Current liabilities | ||
Accounts payable | 45,875 | 27,598 |
Current portion of finance lease liability | 664 | 652 |
Other current liabilities | 91,029 | 55,374 |
Total current liabilities | 137,568 | 83,624 |
Long-term borrowings under credit facility | 45,000 | |
Long-term portion of finance lease liability | 19,068 | 19,239 |
Other long-term liabilities | 51,341 | 18,906 |
Total liabilities | 252,977 | 121,769 |
Contingencies (Note 8) | ||
Shareholders’ equity | ||
Common shares $0.10 par value; 50,000 shares authorized; 36,463 and 20,162 issued and outstanding as of March 31, 2023 and December 31, 2022, respectively | 3,647 | 2,016 |
Additional paid-in capital | 721,145 | 334,969 |
Retained earnings (accumulated deficit) | (59,687) | 1,251 |
Accumulated other comprehensive loss | (946) | (1,376) |
Total shareholders’ equity | 664,159 | 336,860 |
Total liabilities and shareholders’ equity | $ 917,136 | $ 458,629 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 6,691 | $ 6,419 |
Common shares, par value | $ 0.10 | $ 0.10 |
Common shares, authorized | 50,000,000 | 50,000,000 |
Common shares, issued | 36,463,000 | 20,162,000 |
Common shares, outstanding | 36,463,000 | 20,162,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Income Statement [Abstract] | ||
Net sales | $ 175,204 | $ 106,418 |
Cost of sales | 64,875 | 28,318 |
Gross profit | 110,329 | 78,100 |
Sales and marketing | 93,791 | 54,137 |
General and administrative | 48,811 | 19,328 |
Research and development | 23,307 | 11,212 |
Acquisition-related amortization and remeasurement (Note 12) | 4,134 | (3,499) |
Operating loss | (59,714) | (3,078) |
Interest expense, net | (1,289) | (375) |
Other income (expense), net | 676 | (936) |
Loss before income taxes | (60,327) | (4,389) |
Income tax expense | (611) | (71) |
Net loss | $ (60,938) | $ (4,460) |
Net loss per common share: | ||
Basic | $ (1.71) | $ (0.22) |
Diluted | $ (1.71) | $ (0.22) |
Weighted average number of common shares: | ||
Basic | 35,734 | 19,898 |
Diluted | 35,734 | 19,898 |
Other comprehensive income (loss), before tax | ||
Unrealized loss on debt securities | $ (63) | $ (674) |
Currency translation adjustment | 493 | (488) |
Other comprehensive income (loss), before tax | 430 | (1,162) |
Other comprehensive income (loss), net of tax | 430 | (1,162) |
Comprehensive loss | $ (60,508) | $ (5,622) |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Changes in Shareholders' Equity - USD ($) shares in Thousands, $ in Thousands | Total | Common Shares [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Accumulated Other Comprehensive Income (Loss) [Member] |
Beginning Balance at Dec. 31, 2021 | $ 336,934 | $ 1,983 | $ 313,951 | $ 21,000 | |
Balance, Shares at Dec. 31, 2021 | 19,837 | ||||
Net income (loss) | (4,460) | (4,460) | |||
Other comprehensive income (loss), net of tax | (1,162) | $ (1,162) | |||
Share-based compensation expense | 4,332 | 4,332 | |||
Common shares issued, net | (69) | $ 1 | (70) | ||
Common shares issued, net, Shares | 5 | ||||
Ending Balance at Mar. 31, 2022 | 335,575 | $ 1,984 | 318,213 | 16,540 | (1,162) |
Balance, Shares at Mar. 31, 2022 | 19,842 | ||||
Beginning Balance at Dec. 31, 2022 | $ 336,860 | $ 2,016 | 334,969 | 1,251 | (1,376) |
Balance, Shares at Dec. 31, 2022 | 20,162 | 20,162 | |||
Net income (loss) | $ (60,938) | (60,938) | |||
Other comprehensive income (loss), net of tax | 430 | 430 | |||
Share-based compensation expense | 13,020 | 13,020 | |||
Common shares issued in connection with SeaSpine merger, Shares | 16,047 | ||||
Common shares issued in connection with SeaSpine merger | 376,745 | $ 1,605 | 375,140 | ||
Common shares issued, net | (1,958) | $ 26 | (1,984) | ||
Common shares issued, net, Shares | 254 | ||||
Ending Balance at Mar. 31, 2023 | $ 664,159 | $ 3,647 | $ 721,145 | $ (59,687) | $ (946) |
Balance, Shares at Mar. 31, 2023 | 36,463 | 36,463 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (60,938) | $ (4,460) |
Adjustments to reconcile net loss to net cash from operating activities | ||
Depreciation and amortization | 12,670 | 7,516 |
Inventory reserve expenses | 7,412 | 2,332 |
Amortization of inventory fair value step up | 11,636 | |
Amortization of operating lease assets, debt costs, and other assets | 1,696 | 798 |
Provision for expected credit losses | 208 | 600 |
Deferred income taxes | 379 | (36) |
Share-based compensation expense | 13,020 | 4,332 |
Change in valuation of investment securities | (207) | (9) |
Change in fair value of contingent consideration | (5,500) | |
Other | (383) | 528 |
Changes in operating assets and liabilities, net of effects of acquisitions | ||
Accounts receivable | 4,792 | 5,392 |
Inventories | (16,781) | (8,543) |
Prepaid expenses and other current assets | 2,225 | (1,891) |
Accounts payable | (3,560) | 1,387 |
Other current liabilities | (5,842) | (6,993) |
Contract liability | (3,395) | |
Other long-term assets and liabilities | (347) | 233 |
Net cash from operating activities | (34,020) | (7,709) |
Cash flows from investing activities | ||
Capital expenditures for property, plant and equipment | (11,472) | (5,329) |
Capital expenditures for intangible assets | (363) | (338) |
Cash acquired in the SeaSpine merger | 29,419 | |
Other investing activities | (500) | |
Net cash from investing activities | 17,084 | (5,667) |
Cash flows from financing activities | ||
Payments related to withholdings for share-based compensation | (1,958) | (69) |
Payments related to finance lease obligation | (160) | (2,141) |
Borrowings under credit facility | 45,000 | |
Payment of debt acquired from SeaSpine merger | (26,899) | |
Other financing activities | (23) | |
Net cash from financing activities | 15,983 | (2,233) |
Effect of exchange rate changes on cash | 221 | (321) |
Net change in cash, cash equivalents, and restricted cash | (732) | (15,930) |
Cash and cash equivalents at the beginning of period | 50,700 | 87,847 |
Cash and cash equivalents at the end of period | $ 49,968 | 71,917 |
Noncash investing activities - Purchase of intangible assets | $ 2,000 |
Business and basis of presentat
Business and basis of presentation | 3 Months Ended |
Mar. 31, 2023 | |
Organization Consolidation And Presentation Of Financial Statements And Unusual Or Infrequent Items Disclosure [Abstract] | |
Business and basis of presentation | 1. Business and basis of presentation Description of the Business Orthofix Medical Inc. (“Orthofix”) and its subsidiaries (the "Company"), following its recent merger with SeaSpine Holdings Corporation ("SeaSpine"), is a leading global spine and orthopedics company with a comprehensive portfolio of biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions, and a leading surgical navigation system. The Company's products are distributed in approximately 68 countries worldwide. The Company is headquartered in Lewisville, Texas, and has primary offices in Carlsbad, California, with a focus on spinal product innovation and surgeon education, and in Verona, Italy, with an emphasis on product innovation, production, and medical education for orthopedics. The combined Company's global research and development, commercial and manufacturing footprint also includes facilities and offices in Irvine, California, Toronto, Canada, Sunnyvale, California, Wayne, Pennsylvania, Olive Branch, Mississippi, Maidenhead, United Kingdom, Munich, Germany, Paris, France, and Sao Paulo, Brazil. The merger with SeaSpine was completed on January 5, 2023, with SeaSpine continuing as a wholly-owned subsidiary of Orthofix following the transaction. For additional discussion of the merger with SeaSpine, see Note 3. The shares of common stock of Orthofix, as the corporate parent entity in the combined company structure, continue to trade on NASDAQ under the symbol "OFIX". The combined company will be renamed at a later date and until then will continue to be known as Orthofix Medical Inc. Basis of Presentation The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Pursuant to these rules and regulations, certain information and note disclosures normally included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. In the opinion of management, all adjustments (consisting of normal recurring items) considered necessary for a fair statement have been included. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and related notes contained in the Company’s Form 10-K for the year ended December 31, 2022. Operating results for the three months ended March 31, 2023, are not necessarily indicative of the results that may be expected for other interim periods or the year ending December 31, 2023. The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. On an ongoing basis, the Company evaluates its estimates, including those related to revenue recognition; contractual allowances; allowances for expected credit losses; inventories; valuation of intangible assets; goodwill; fair value measurements, including contingent consideration; litigation and contingent liabilities; tax matters; and share-based compensation. Actual results could differ from these estimates. Changes in Presentation of Consolidated Financial Statements Certain prior year balances have been reclassified in the Condensed Consolidated Financial Statements to conform to current period presentation. |
Recently adopted accounting sta
Recently adopted accounting standards, recently issued accounting pronouncements | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently adopted accounting standards, recently issued accounting pronouncements | 2. Recently adopted accounting standards, recently issued accounting pronouncements Adoption of Accounting Standards Update (“ASU”) 2021-08— Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, which aims to address diversity in practice and inconsistency related to the accounting for acquired revenue contracts with customers in a business combination. The amendments require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company adopted this standard effective January 1, 2023, on a prospective basis. Adoption of this standard resulted in the recognition of $ 2.2 million in contract liabilities associated with acquired revenue contracts as a result of the Company’s merger with SeaSpine, which closed on January 5, 2023. Recently Issued Accounting Pronouncements Topic Description of Guidance Effective Date Status of Company's Evaluation Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03) Clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions. Certain of the provisions are to be applied retrospectively with other provisions applied prospectively. January 1, 2024 The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. Other recently issued ASUs, excluding those ASUs which have already been disclosed as adopted or described above, were assessed and determined not applicable, or are expected to have minimal impact on the Company's condensed consolidated financial statements. |
Merger and Acquisitions
Merger and Acquisitions | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Merger and Acquisitions | 3. Merger and acquisitions Merger with SeaSpine On January 5, 2023, the Company and SeaSpine completed an all-stock merger of equals (the "Merger") to create a leading global spine and orthopedics company with highly complementary portfolios of biologics, innovative spinal hardware, bone growth therapies, specialized orthopedic solutions, and a leading surgical navigation system. As a result of the Merger, each share of SeaSpine common stock issued and outstanding immediately prior to the closing of the Merger was converted into the right to receive 0.4163 shares of Orthofix common stock. The Merger is being accounted for as an acquisition of SeaSpine by Orthofix under the acquisition method of accounting for business combinations in accordance with U.S. GAAP. Thus, Orthofix is treated as the acquirer for accounting purposes. In identifying the acquirer, Orthofix and SeaSpine considered the structure of the transaction and other actions contemplated by the merger agreement (the “Merger Agreement”), relative outstanding share ownership, and market values, the composition of the combined company's board of directors, and the relative size of Orthofix and SeaSpine. Under the acquisition method of accounting, the assets and liabilities of SeaSpine and its subsidiaries have been recorded at their respective fair values as of the date of completion of the Merger. The total estimated fair value of consideration associated with the Merger as of the acquisition date was comprised of: (Unaudited, U.S. Dollars, in thousands, except shares and price per share) Share Consideration: Orthofix common shares to be issued in exchange for SeaSpine common shares 16,047,315 Orthofix closing price per share as of January 4, 2023 $ 22.76 Estimated fair value of shares issued in exchange for SeaSpine common shares $ 365,237 Estimated fair value of Orthofix stock options and RSUs issued in exchange for outstanding SeaSpine equity awards $ 11,508 Total estimated fair value of consideration $ 376,745 The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date using Level 3 inputs. A final determination of the allocation of the purchase price to assets acquired and liabilities assumed has not been made and the following should be considered preliminary. Adjustments to the preliminary purchase price allocation could be material. The final determination is subject to completion of the Company's valuation of the assets acquired and liabilities assumed, including contingent liabilities and deferred income taxes, which it expects to complete within one year of the acquisition date. (Unaudited, U.S. Dollars, in thousands, except shares and price per share) As of January 5, 2023 Assigned Useful Life Assets acquired: Current assets Cash and cash equivalents $ 29,419 Accounts receivable, net 35,313 Inventories 129,610 Prepaid expenses and other current assets 4,600 Total current assets 198,942 Property, plant, and equipment, net 68,911 Customer relationships 27,100 13 years Developed technology 45,400 6 - 8 years In-process research and development ("IPR&D") 5,600 Indefinite Other long-term assets 20,472 Total identifiable assets acquired $ 366,425 Liabilities assumed : Current liabilities Accounts payable $ 21,602 Other current liabilities 41,224 Total current liabilities 62,826 Long-term borrowings under SeaSpine credit facility 26,298 Other long-term liabilities 31,950 Total liabilities assumed 121,074 Net identifiable assets acquired $ 245,351 Total fair value of consideration transferred 376,745 Residual goodwill $ 131,394 The purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired in the Merger. As a result, the Company recorded goodwill totaling $ 131.4 million, which was assigned to the Global Spine reporting segment. Specifically, the goodwill includes the assembled workforce and synergies associated with the combined entity. The goodwill is not deductible for tax purposes. The IPR&D intangible assets are considered an indefinite-lived asset until the completion or abandonment of the associated research and development efforts. Accordingly, during the development period after the acquisition, these assets are not amortized but, instead, are subject to impairment assessment. Upon completion of each IPR&D project, the Company will determine the useful life of the asset and begin amortization. The Company recognized $ 6.5 million in acquisition-related costs that were expensed during the three months ended March 31, 2023 . These costs are included in the condensed consolidated statements of operations and comprehensive income (loss), primarily within general and administrative expenses. The Company's results of operations included $ 60.9 million of net sales from SeaSpine and a net loss attributable to SeaSpine of $ 27.9 million for the period from January 5 through March 31, 2023. Pro Forma Financial Information Due to the Merger closing on January 5, 2023, all SeaSpine financial results in the first quarter of 2023, except for the first four days of January, is included in Orthofix's condensed consolidated statement of operations and comprehensive income (loss). The following unaudited pro forma financial information for the three months ended March 31, 2022 , is based on our historical condensed consolidated financial statements adjusted to reflect as if the Merger closed as of January 1, 2022. The unaudited pro-forma information makes certain adjustments to depreciation and amortization expense to reflect the fair value recognized in the purchase price allocation and removes one-time transaction-related costs. The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if Merger closed as of January 1, 2022. Three Months Ended March 31, (Unaudited, U.S. Dollars, except per share data) 2023 2022 Net sales $ 175.2 million $ 157.1 million Net loss ($ 45.2 ) million ($ 42.6 ) million Integration and Restructuring Activities The Company has incurred significant integration and restructuring costs in connection with the Merger. The following table summarizes integration costs incurred for the three months ended March 31, 2023, and 2022, respectively. Three Months Ended March 31, (Unaudited, U.S. Dollars, in millions) 2023 2022 Compensation-related integration costs 10.3 $ — Fee paid to financial advisor to the Merger 5.5 — Professional fees / consulting fees 4.2 — Product rationalization charges 0.7 — Other costs to complete 1.6 — Total 22.3 $ — In the first quarter of 2023, the Company approved and initiated certain restructuring activities to streamline costs and to better align talent with operational needs following the consummation of the Merger. The Company expects to incur total pre-tax expense of approximately $ 16.9 million associated with the restructuring activities, which will be recognized within operating expenses. The table below provides a summary of restructuring costs incurred during the quarter and the resulting liability as of March 31, 2023, which is recognized within other current liabilities: (Unaudited, U.S. Dollars, in millions) Balance as of Charges Incurred Payments Made Balance as of Severance costs $ — $ 8.6 $ ( 1.0 ) $ 7.6 Retention costs — 1.3 — 1.3 Payroll taxes — 0.3 — 0.3 Total $ — $ 10.2 $ ( 1.0 ) $ 9.2 |
Inventories
Inventories | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories were as follows: (Unaudited, U.S. Dollars, in thousands) March 31, December 31, Raw materials $ 23,143 $ 17,035 Work-in-process 58,472 19,243 Finished products 140,318 63,872 Inventories $ 221,933 $ 100,150 |
Leases
Leases | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Leases | 5. Leases A summary of the Company’s lease portfolio as of March 31, 2023, and December 31, 2022, is presented in the table below: (Unaudited, U.S. Dollars, in thousands) Classification March 31, December 31, Right-of-use assets ("ROU assets") Operating leases Other long-term assets $ 21,280 $ 6,788 Finance leases Property, plant and equipment, net 17,106 17,360 Total ROU assets $ 38,386 $ 24,148 Lease Liabilities Current Operating leases Other current liabilities $ 3,241 $ 1,638 Finance leases Current portion of finance lease liability 664 652 Long-term Operating leases Other long-term liabilities 18,525 5,376 Finance leases Long-term portion of finance lease liability 19,068 19,239 Total lease liabilities $ 41,498 $ 26,905 Supplemental cash flow information related to leases was as follows: (Unaudited, U.S. Dollars, in thousands) Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,674 $ 1,068 Operating cash flows from finance leases 214 222 Financing cash flows from finance leases 160 2,141 ROU assets obtained in exchange for lease obligations Operating leases 15,316 4,470 Finance leases — — |
Long-term debt
Long-term debt | 3 Months Ended |
Mar. 31, 2023 | |
Debt Disclosure [Abstract] | |
Long-term debt | 6. Long-term debt In connection with the closing of the Merger, on January 5, 2023, the Company terminated SeaSpine's credit facility and all applicable commitments with Wells Fargo Bank, National Association and paid an aggregate amount of $ 26.9 million reflecting all of the outstanding obligations in respect of principal, interest, and fees, including a $ 0.6 million prepayment premium. On January 3, 2023, the Company borrowed $ 30.0 million under its $ 300.0 million secured revolving credit facility for working capital purposes, including to fund certain Merger-related expenses. An additional $ 15.0 million was borrowed on March 3, 2023. Therefore, as of March 31, 2023 , the Company had $ 45.0 million in principal amount of borrowings outstanding under the secured revolving credit facility and was in compliance with all required financial covenants. The effective interest rate on amounts borrowed was 6.1 %, with interest accrued of $ 0.5 million as of March 31, 2023, within other current liabilities. The Company had no borrowings on its available lines of credit in Italy, which provide up to an aggregate amount of € 5.5 million ($ 6.0 million) as of March 31, 2023 . |
Fair value measurements and inv
Fair value measurements and investments | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value Measurements And Investment Disclosure [Abstract] | |
Fair value measurements and investments | 7. Fair value measurements and investments The fair value measurements of the Company’s financial assets and liabilities measured on a recurring basis were as follows: March 31, December 31, (Unaudited, U.S. Dollars, in thousands) Level 1 Level 2 Level 3 Total Total Assets Neo Medical convertible loan agreements $ — $ — $ 7,180 $ 7,180 $ 7,140 Neo Medical preferred equity securities — 6,084 — 6,084 6,084 Bone Biologics equity securities — — — — — Other investments — — 1,829 1,829 1,726 Total $ — $ 6,084 $ 9,009 $ 15,093 $ 14,950 Liabilities Lattus contingent consideration $ — $ — ( 11,500 ) $ ( 11,500 ) $ — Spinal Kinetics contingent consideration — — — — — Deferred compensation plan — ( 1,415 ) — ( 1,415 ) ( 1,515 ) Total $ — $ ( 1,415 ) $ ( 11,500 ) $ ( 12,915 ) $ ( 1,515 ) Neo Medical Convertible Loan Agreements and Equity Investment In October 2020, the Company purchased preferred equity securities of Neo Medical SA, a privately held Swiss-based company developing a new generation of products for spinal surgery ("Neo Medical"), for consideration of $ 5.0 million. The Company also entered into a Convertible Loan Agreement pursuant to which the Company loaned Neo Medical CHF 4.6 million, or $ 5.0 million at the date of issuance (the “Convertible Loan”). In October 2021, the Company entered into a second Convertible Loan Agreement (the “Second Convertible Loan” and together with the Convertible Loan, the “Neo Medical Convertible Loans”), pursuant to which the Company loaned Neo Medical an additional CHF 0.6 million, or $ 0.7 million as of the date of issuance. The equity securities are recorded in other long-term assets and are considered an investment that does not have a readily determinable fair value. As such, the Company measures this investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The table below presents a reconciliation of the beginning and ending balances of the Company’s investment in Neo Medical preferred equity securities: (Unaudited, U.S. Dollars, in thousands) 2023 2022 Fair value of Neo Medical preferred equity securities at January 1 $ 6,084 $ 5,413 Conversion of loan into preferred equity securities — 671 Fair value of Neo Medical preferred equity securities at March 31 6,084 6,084 Cumulative unrealized gain on Neo Medical preferred equity securities 413 413 The Company elected to convert the Second Convertible Loan into shares of Neo Medical’s preferred equity securities in January 2022. The Convertible Loan is recorded in other long-term assets as an available for sale debt security as of March 31, 2023. The fair value of the Convertible Loan is based upon significant unobservable inputs, including the use of option-pricing models, Monte Carlo simulations for certain periods, and a probability-weighted discounted cash flow model, requiring the Company to develop its own assumptions. Therefore, the Company categorized these investments as Level 3 financial assets. Some of the more significant unobservable inputs used in the fair value measurement of the Convertible Loan include applicable discount rates, implied volatility, the likelihood and projected timing of repayment or conversion, and projected cash flows in support of the estimated enterprise value of Neo Medical. Holding other inputs constant, changes in these assumptions could result in a significant change in the fair value of the Convertible Loan. If the amortized cost of the Convertible Loan exceeds its estimated fair value, the security is deemed to be impaired, and must be evaluated for the recognition of a credit loss. As of March 31, 2023 , the Company has no t recognized any credit loss related to the Convertible Loan. The following table provides a reconciliation of the beginning and ending balances of the Convertible Loans, measured at fair value using significant unobservable inputs (Level 3): (Unaudited, U.S. Dollars, in thousands) 2023 2022 Fair value of Neo Medical Convertible Loans at January 1 $ 7,140 $ 7,148 Interest recognized in interest income, net 116 112 Foreign currency remeasurement recognized in other expense, net 61 ( 69 ) Unrealized loss recognized in other comprehensive loss ( 137 ) ( 740 ) Conversion of Second Convertible Loan into preferred equity securities — ( 671 ) Fair value of Neo Medical Convertible Loans at March 31 7,180 5,780 Amortized cost basis of Neo Medical Convertible Loans at March 31 6,084 5,581 The following table provides quantitative information related to certain key assumptions utilized within the valuation as of March 31, 2023: (Unaudited, U.S. Dollars, in thousands) Fair Value as of Unobservable inputs Estimate Neo Medical Convertible Loan $ 7,180 Cost of equity discount rate 18.0 % Estimated equity volatility 77.5 % Bone Biologics Equity Securities Until August 2022, the Company held an investment in common stock of Bone Biologics Inc. (“Bone Biologics”, NASDAQ: BBLG), a developer of orthobiologic products. The Company disposed of its remaining holdings in Bone Biologics equity securities during the third quarter of 2022. Other Investments Other investments represent assets and investments recorded at fair value that are not deemed to be material for disclosure on an individual basis. The fair value of these assets is based upon significant unobservable inputs, such as probability-weighted discounted cash flow models, requiring the Company to develop its own assumptions. Therefore, the Company has categorized these assets as Level 3 financial assets. As of March 31, 2023, this balance was classified within other long-term assets. Spinal Kinetics Contingent Consideration The Company recognized a contingent consideration obligation in connection with the acquisition of Spinal Kinetics in 2018. The estimated fair value of the remaining Spinal Kinetics contingent consideration, attributable to a revenue-based milestone, was concluded to be zero as of March 31, 2023, as the Company did not achieve the milestone prior to April 30, 2023, the end of the measurement period for achieving such milestone. The following table provides a reconciliation of the beginning and ending balances for the Spinal Kinetics contingent consideration measured at estimated fair value using significant unobservable inputs (Level 3): (Unaudited, U.S. Dollars, in thousands) 2023 2022 Spinal Kinetics contingent consideration estimated fair value at January 1 $ — $ 17,200 Decrease in fair value recognized in acquisition-related amortization and remeasurement — ( 5,500 ) Spinal Kinetics contingent consideration estimated fair value at March 31 $ — $ 11,700 Lattus Contingent Consideration In connection with the Merger, the Company assumed a contingent consideration obligation under a purchase agreement between SeaSpine and Lattus Spine LLC ("Lattus") executed in December 2022. Under the terms of the agreement, the Company may be required to make installment payments at certain dates based on future net sales of certain products (the "Lateral Products"). The estimated fair value of the Lattus contingent consideration as of the closing of the Merger, January 5, 2023, was $ 11.5 million. The estimated fair value of the Lattus contingent consideration is determined using a probability-weighted discounted cash flow model and significant inputs which are not observable in the market. The significant inputs include assumptions related to the timing and probability of the product launch dates, estimated future sales of the products, estimated commission rates, discount rates matched to the timing of payments, and probability of success rates. The Company determined that the estimated fair value of the Lattus contingent consideration as of March 31, 2023, also approximated the fair value of the contingent liability as of the closing of the Merger . |
Commitments and Contingencies
Commitments and Contingencies | 3 Months Ended |
Mar. 31, 2023 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 8. Commitments and Contingencies Commitments As a result of the Merger, the Company became party to agreements with certain distributor partners that provide the Company with an option to purchase, and an option for those partners to require the Company to purchase, the distribution business of those partners at specified future dates. At such time, the Company or distributor may (in certain cases, subject to satisfying certain conditions) submit written notice to the other of its intention to exercise its rights and initiate or require the purchase. Upon receipt of the written notice, the Company and the distributor will work in good faith to consummate the purchase. Under these agreements, the purchase price would be paid in shares of the Company's common stock. Based on the closing price of the Company's common stock as of March 31, 2023 , assuming the options under all the relevant agreements were exercised, the estimated total shares the Company would issue under these agreements was 1.3 million shares. 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. Italian Medical Device Payback (“IMDP”) In 2015, the Italian Parliament introduced rules for entities that supply goods and services to the Italian National Healthcare System. A key provision of the law is a ‘payback’ measure, requiring medical device companies in Italy to make payments to the Italian government if medical device expenditures exceed regional maximum ceilings. Companies are required to make payments equal to a percentage of expenditures exceeding maximum regional caps. In the third quarter of 2022, the Italian Ministry of Health provided guidelines to the Italian regions and provinces on seeking payback of expenditure overruns relating to the years ended December 31, 2015, through December 31, 2018. Since receiving the guidelines, several regions and provinces have requested payment from affected medical device companies, including the Company. The Company has taken legal action to dispute the legality of such measures. The Company accounts for the estimated cost of the IMDP as sales and marketing expense and periodically reassesses the liability based upon current facts and circumstances. As a result, the Company recorded an expense of $ 0.3 million and $ 0.3 million for the quarter ended March 31, 2023, and March 31, 2022, respectively. As of March 31, 2023 , the Company has accrued $ 6.3 million related to the IMDP, which it has classified within other long-term liabilities; however, the actual liability could be higher or lower than the amount accrued once all legal proceedings are resolved and upon further clarification of the IMDP by the Italian authorities for more recent fiscal years. |
Accumulated other comprehensive
Accumulated other comprehensive loss | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Accumulated other comprehensive loss | 9. Accumulated other comprehensive loss The components of and changes in accumulated other comprehensive loss were as follows: (Unaudited, U.S. Dollars, in thousands) Currency Neo Medical Convertible Loans Other Investments Accumulated Other Balance at December 31, 2022 $ ( 2,482 ) $ 1,005 $ 101 $ ( 1,376 ) Other comprehensive income (loss) 493 ( 137 ) 74 430 Income taxes — — — — Balance at March 31, 2023 $ ( 1,989 ) $ 868 $ 175 $ ( 946 ) |
Revenue recognition and account
Revenue recognition and accounts receivable | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition And Accounts Receivable [Abstract] | |
Revenue recognition and accounts receivable | 10. Revenue recognition and accounts receivable Revenue Recognition The Company has two reporting segments, which consist of Global Spine and Global Orthopedics. Within the Global Spine reporting segment, there are three product categories: Bone Growth Therapies, Spinal Implants and Enabling Technologies, and Biologics. The table below presents net sales by major product category by reporting segment: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Change Bone Growth Therapies $ 47,714 $ 41,948 13.7 % Spinal Implants and Enabling Technologies 60,862 26,615 128.7 % Biologics 40,630 14,092 188.3 % Global Spine 149,206 82,655 80.5 % Global Orthopedics 25,998 23,763 9.4 % Net sales $ 175,204 $ 106,418 64.6 % Product Sales and Marketing Service Fees The table below presents product sales and marketing service fees, which are both components of net sales: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Product sales $ 162,248 $ 92,608 Marketing service fees 12,956 13,810 Net sales $ 175,204 $ 106,418 Product sales primarily consist of the sale of bone growth therapies devices, spinal implants and enabling technologies products, and orthopedics products. Marketing service fees are received from MTF Biologics based on total sales of biologics tissues and relate solely to the Global Spine reporting segment. We partner with MTF Biologics to provide certain allograft solutions (HCT/Ps) for various spine, orthopedic and other bone repair needs, with this partnership allowing us to exclusively market certain biologic offerings. Accounts receivable and related allowances The following table provides a detail of changes in the Company’s allowance for expected credit losses for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Allowance for expected credit losses beginning balance $ 6,419 $ 4,944 Addition resulting from the Merger with SeaSpine 137 - Current period provision for expected credit losses 208 600 Write-offs charged against the allowance and other ( 126 ) ( 104 ) Effect of changes in foreign exchange rates 53 ( 51 ) Allowance for expected credit losses ending balance $ 6,691 $ 5,389 |
Business segment information
Business segment information | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Business segment information | 11. Business segment information The Company has two reporting segments: Global Spine and Global Orthopedics. The primary metric used in managing the Company is adjusted earnings before interest, tax, depreciation, and amortization (“Adjusted EBITDA”). Adjusted EBITDA represents earnings before interest income (expense), income taxes, depreciation, and amortization and excludes the impact of share-based compensation, gains and losses related to foreign currency translation, charges related to strategic investments, acquisition-related fair value adjustments, amortization of acquired intangibles, gains or losses recognized on disposition of investment securities, legal judgments and settlements, charges related to compliance with regulations set forth by the European Union Medical Device Regulation, and long-term income tax rate adjustment. Corporate activities comprise operating expenses and activities not directly identifiable within the two reporting segments, such as human resources, finance, legal, and information technology functions. The table below presents adjusted EBITDA by reporting segment: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Adjusted EBITDA by reporting segment Global Spine 14,981 14,033 Global Orthopedics 44 ( 804 ) Corporate ( 11,821 ) ( 6,120 ) Consolidated adjusted EBITDA $ 3,204 $ 7,109 Reconciling items: Interest expense, net 1,289 375 Depreciation and amortization 12,670 7,516 Share-based compensation expense 13,020 4,332 Foreign exchange impact ( 583 ) 1,242 SeaSpine merger-related costs 20,740 — Strategic investments 661 970 Acquisition-related fair value adjustments 11,636 ( 5,500 ) Legal judgments/settlements 469 193 Medical device regulation 3,629 1,952 Business interruption - COVID-19 — 343 All other — 75 Loss before income taxes $ ( 60,327 ) $ ( 4,389 ) Geographical information The table below presents net sales by geographic destination for each reporting segment and for the consolidated Company: Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Global Spine U.S. $ 139,457 $ 77,066 International 9,749 5,589 Total Global Spine 149,206 82,655 Global Orthopedics U.S. 6,636 5,327 International 19,362 18,436 Total Global Orthopedics 25,998 23,763 Consolidated U.S. 146,093 82,393 International 29,111 24,025 Net sales $ 175,204 $ 106,418 |
Acquisition-Related Amortizatio
Acquisition-Related Amortization and Remeasurement | 3 Months Ended |
Mar. 31, 2023 | |
Acquisition Related Amortization And Remeasurement [Abstract] | |
Acquisition-Related Amortization and Remeasurement | 12. Acquisition-related amortization and remeasurement Acquisition-related amortization and remeasurement consists of (i) amortization related to intangible assets acquired through business combinations or asset acquisitions, (ii) remeasurement of any related contingent consideration arrangements, and (iii) costs associated with acquired IPR&D assets, which are recognized immediately upon acquisition. Components of acquisition-related amortization and remeasurement are as follows: Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Amortization of acquired intangibles $ 4,134 $ 2,001 Changes in fair value of contingent consideration — ( 5,500 ) Acquired IPR&D — — Total $ 4,134 $ ( 3,499 ) |
Share-based compensation
Share-based compensation | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Share-based compensation | 13. Share-based compensation Components of share-based compensation expense are as follows: Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Cost of sales $ 471 $ 211 Sales and marketing 2,249 981 General and administrative 9,104 3,218 Research and development 1,196 ( 78 ) Total $ 13,020 $ 4,332 Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Stock options $ 2,756 $ 359 Time-based restricted stock awards and units 9,846 2,170 Market-based / performance-based restricted stock units — 1,444 Stock purchase plan 418 359 Total $ 13,020 $ 4,332 Pursuant to the Merger Agreement, the equity awards of SeaSpine (including stock options and restricted stock units) outstanding as of immediately prior to the closing of the Merger were converted into equity awards denominated in shares of Orthofix common stock. The Company issued options to purchase 1,889,812 shares of Orthofix common stock and 490,338 shares of time-based vesting restricted stock in connection with the conversion of such awards. The estimated fair value of the portion of the SeaSpine equity awards for which the required service period had been completed at the time of the closing of the Merger was treated as purchase consideration. The remaining estimated fair value is recorded as compensation expense over the remainder of the service period associated with the awards. |
Income taxes
Income taxes | 3 Months Ended |
Mar. 31, 2023 | |
Income Tax Disclosure [Abstract] | |
Income taxes | 14. Income taxes Generally, income tax provisions for interim periods are based on an estimated annual income tax rate, adjusted for discrete tax items, with any changes affecting the estimated annual effective tax rate recorded in the interim period in which the change occurs. Due to the impact of losses not benefitted by the Company’s U.S. operations, the Company determined the estimated annual effective tax rate method would not provide a reliable estimate of the Company’s overall annual effective tax rate. As such, the Company has calculated the tax provision using the actual effective rate for the three months ended March 31, 2023. Due to the impact of temporary differences on the U.S. current tax liability without any deferred tax benefit, the actual effective rate may vary in future quarters. For the three months ended March 31, 2023 and 2022, the effective tax rate was ( 1.0 %) and ( 1.6 %), respectively. The primary factors affecting the Company’s effective tax rate for the three months ended March 31, 2023 , were certain losses not benefitted. |
Earnings per share ("EPS")
Earnings per share ("EPS") | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per share ("EPS") | 15. Earnings per share (“EPS”) For the three months ended March 31, 2023 , no 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 (Unaudited, In thousands) 2023 2022 Weighted average common shares-basic 35,734 19,898 Effect of dilutive securities Unexercised stock options and stock purchase plan — — Unvested restricted stock units — — Weighted average common shares-diluted 35,734 19,898 There were 7.2 million and 2.5 million weighted average outstanding stock options and restricted stock units not included in the diluted EPS computation for the three months ended March 31, 2023 and 2022 , respectively, because inclusion of these awards was anti-dilutive. |
Recently adopted accounting s_2
Recently adopted accounting standards, recently issued accounting pronouncements (Policies) | 3 Months Ended |
Mar. 31, 2023 | |
Accounting Changes and Error Corrections [Abstract] | |
Recently adopted accounting standards and recently issued accounting pronouncements | Adoption of Accounting Standards Update (“ASU”) 2021-08— Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers In October 2021, the Financial Accounting Standards Board (“FASB”) issued ASU 2021-08, which aims to address diversity in practice and inconsistency related to the accounting for acquired revenue contracts with customers in a business combination. The amendments require that an entity recognize and measure contract assets and contract liabilities acquired in a business combination in accordance with Topic 606. The Company adopted this standard effective January 1, 2023, on a prospective basis. Adoption of this standard resulted in the recognition of $ 2.2 million in contract liabilities associated with acquired revenue contracts as a result of the Company’s merger with SeaSpine, which closed on January 5, 2023. Recently Issued Accounting Pronouncements Topic Description of Guidance Effective Date Status of Company's Evaluation Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (ASU 2022-03) Clarifies the guidance in Topic 820, Fair Value Measurement, when measuring the fair value of an equity security subject to contractual restrictions that prohibit the sale of an equity security and introduces new disclosure requirements for equity securities subject to contractual sale restrictions. Certain of the provisions are to be applied retrospectively with other provisions applied prospectively. January 1, 2024 The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. Other recently issued ASUs, excluding those ASUs which have already been disclosed as adopted or described above, were assessed and determined not applicable, or are expected to have minimal impact on the Company's condensed consolidated financial statements. |
Merger and Acquisitions (Tables
Merger and Acquisitions (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Business Combinations [Abstract] | |
Summary of Estimated Fair Values of Assets Acquired and Liabilities Assumed | The following table summarizes the preliminary estimated fair values of the assets acquired and liabilities assumed at the acquisition date using Level 3 inputs. A final determination of the allocation of the purchase price to assets acquired and liabilities assumed has not been made and the following should be considered preliminary. Adjustments to the preliminary purchase price allocation could be material. The final determination is subject to completion of the Company's valuation of the assets acquired and liabilities assumed, including contingent liabilities and deferred income taxes, which it expects to complete within one year of the acquisition date. (Unaudited, U.S. Dollars, in thousands, except shares and price per share) As of January 5, 2023 Assigned Useful Life Assets acquired: Current assets Cash and cash equivalents $ 29,419 Accounts receivable, net 35,313 Inventories 129,610 Prepaid expenses and other current assets 4,600 Total current assets 198,942 Property, plant, and equipment, net 68,911 Customer relationships 27,100 13 years Developed technology 45,400 6 - 8 years In-process research and development ("IPR&D") 5,600 Indefinite Other long-term assets 20,472 Total identifiable assets acquired $ 366,425 Liabilities assumed : Current liabilities Accounts payable $ 21,602 Other current liabilities 41,224 Total current liabilities 62,826 Long-term borrowings under SeaSpine credit facility 26,298 Other long-term liabilities 31,950 Total liabilities assumed 121,074 Net identifiable assets acquired $ 245,351 Total fair value of consideration transferred 376,745 Residual goodwill $ 131,394 |
Schedule of Estimated Fair Value of Consideration Associated with Merger | The total estimated fair value of consideration associated with the Merger as of the acquisition date was comprised of: (Unaudited, U.S. Dollars, in thousands, except shares and price per share) Share Consideration: Orthofix common shares to be issued in exchange for SeaSpine common shares 16,047,315 Orthofix closing price per share as of January 4, 2023 $ 22.76 Estimated fair value of shares issued in exchange for SeaSpine common shares $ 365,237 Estimated fair value of Orthofix stock options and RSUs issued in exchange for outstanding SeaSpine equity awards $ 11,508 Total estimated fair value of consideration $ 376,745 |
Summary of Pro Forma Financial Information | The unaudited pro forma financial information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if Merger closed as of January 1, 2022. Three Months Ended March 31, (Unaudited, U.S. Dollars, except per share data) 2023 2022 Net sales $ 175.2 million $ 157.1 million Net loss ($ 45.2 ) million ($ 42.6 ) million |
Summary of Integration Costs Incurred | The following table summarizes integration costs incurred for the three months ended March 31, 2023, and 2022, respectively. Three Months Ended March 31, (Unaudited, U.S. Dollars, in millions) 2023 2022 Compensation-related integration costs 10.3 $ — Fee paid to financial advisor to the Merger 5.5 — Professional fees / consulting fees 4.2 — Product rationalization charges 0.7 — Other costs to complete 1.6 — Total 22.3 $ — |
Summary of Restructuring Costs | The table below provides a summary of restructuring costs incurred during the quarter and the resulting liability as of March 31, 2023, which is recognized within other current liabilities: (Unaudited, U.S. Dollars, in millions) Balance as of Charges Incurred Payments Made Balance as of Severance costs $ — $ 8.6 $ ( 1.0 ) $ 7.6 Retention costs — 1.3 — 1.3 Payroll taxes — 0.3 — 0.3 Total $ — $ 10.2 $ ( 1.0 ) $ 9.2 |
Inventories (Tables)
Inventories (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories were as follows: (Unaudited, U.S. Dollars, in thousands) March 31, December 31, Raw materials $ 23,143 $ 17,035 Work-in-process 58,472 19,243 Finished products 140,318 63,872 Inventories $ 221,933 $ 100,150 |
Leases (Tables)
Leases (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Leases [Abstract] | |
Summary of Lease Portfolio | A summary of the Company’s lease portfolio as of March 31, 2023, and December 31, 2022, is presented in the table below: (Unaudited, U.S. Dollars, in thousands) Classification March 31, December 31, Right-of-use assets ("ROU assets") Operating leases Other long-term assets $ 21,280 $ 6,788 Finance leases Property, plant and equipment, net 17,106 17,360 Total ROU assets $ 38,386 $ 24,148 Lease Liabilities Current Operating leases Other current liabilities $ 3,241 $ 1,638 Finance leases Current portion of finance lease liability 664 652 Long-term Operating leases Other long-term liabilities 18,525 5,376 Finance leases Long-term portion of finance lease liability 19,068 19,239 Total lease liabilities $ 41,498 $ 26,905 |
Summary of Supplemental Cash Flow Information Related to Leases | Supplemental cash flow information related to leases was as follows: (Unaudited, U.S. Dollars, in thousands) Three Months Ended Three Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 1,674 $ 1,068 Operating cash flows from finance leases 214 222 Financing cash flows from finance leases 160 2,141 ROU assets obtained in exchange for lease obligations Operating leases 15,316 4,470 Finance leases — — |
Fair value measurements and i_2
Fair value measurements and investments (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Financial Assets and Liabilities Recorded at Fair Value on Recurring Basis | The fair value measurements of the Company’s financial assets and liabilities measured on a recurring basis were as follows: March 31, December 31, (Unaudited, U.S. Dollars, in thousands) Level 1 Level 2 Level 3 Total Total Assets Neo Medical convertible loan agreements $ — $ — $ 7,180 $ 7,180 $ 7,140 Neo Medical preferred equity securities — 6,084 — 6,084 6,084 Bone Biologics equity securities — — — — — Other investments — — 1,829 1,829 1,726 Total $ — $ 6,084 $ 9,009 $ 15,093 $ 14,950 Liabilities Lattus contingent consideration $ — $ — ( 11,500 ) $ ( 11,500 ) $ — Spinal Kinetics contingent consideration — — — — — Deferred compensation plan — ( 1,415 ) — ( 1,415 ) ( 1,515 ) Total $ — $ ( 1,415 ) $ ( 11,500 ) $ ( 12,915 ) $ ( 1,515 ) |
Schedule of Reconciliation of Investments in Equity Securities | The table below presents a reconciliation of the beginning and ending balances of the Company’s investment in Neo Medical preferred equity securities: (Unaudited, U.S. Dollars, in thousands) 2023 2022 Fair value of Neo Medical preferred equity securities at January 1 $ 6,084 $ 5,413 Conversion of loan into preferred equity securities — 671 Fair value of Neo Medical preferred equity securities at March 31 6,084 6,084 Cumulative unrealized gain on Neo Medical preferred equity securities 413 413 |
Schedule of Reconciliation For Contingent Consideration Measured At Fair Value Using Significant Unobservable Inputs | The following table provides a reconciliation of the beginning and ending balances for the Spinal Kinetics contingent consideration measured at estimated fair value using significant unobservable inputs (Level 3): (Unaudited, U.S. Dollars, in thousands) 2023 2022 Spinal Kinetics contingent consideration estimated fair value at January 1 $ — $ 17,200 Decrease in fair value recognized in acquisition-related amortization and remeasurement — ( 5,500 ) Spinal Kinetics contingent consideration estimated fair value at March 31 $ — $ 11,700 |
Fair Value, Inputs, Level 3 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Schedule of Reconciliation For Convertible Loans Measured At Fair Value Using Significant Unobservable Inputs | The following table provides a reconciliation of the beginning and ending balances of the Convertible Loans, measured at fair value using significant unobservable inputs (Level 3): (Unaudited, U.S. Dollars, in thousands) 2023 2022 Fair value of Neo Medical Convertible Loans at January 1 $ 7,140 $ 7,148 Interest recognized in interest income, net 116 112 Foreign currency remeasurement recognized in other expense, net 61 ( 69 ) Unrealized loss recognized in other comprehensive loss ( 137 ) ( 740 ) Conversion of Second Convertible Loan into preferred equity securities — ( 671 ) Fair value of Neo Medical Convertible Loans at March 31 7,180 5,780 Amortized cost basis of Neo Medical Convertible Loans at March 31 6,084 5,581 |
Schedule of Changes in Valuation of Securities | The following table provides quantitative information related to certain key assumptions utilized within the valuation as of March 31, 2023: (Unaudited, U.S. Dollars, in thousands) Fair Value as of Unobservable inputs Estimate Neo Medical Convertible Loan $ 7,180 Cost of equity discount rate 18.0 % Estimated equity volatility 77.5 % |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Equity [Abstract] | |
Components of Changes in Accumulated Other Comprehensive Loss | The components of and changes in accumulated other comprehensive loss were as follows: (Unaudited, U.S. Dollars, in thousands) Currency Neo Medical Convertible Loans Other Investments Accumulated Other Balance at December 31, 2022 $ ( 2,482 ) $ 1,005 $ 101 $ ( 1,376 ) Other comprehensive income (loss) 493 ( 137 ) 74 430 Income taxes — — — — Balance at March 31, 2023 $ ( 1,989 ) $ 868 $ 175 $ ( 946 ) |
Revenue recognition and accou_2
Revenue recognition and accounts receivable (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Revenue Recognition And Accounts Receivable [Abstract] | |
Schedule of Net Sales by Major Product Category by Reporting Segment | The table below presents net sales by major product category by reporting segment: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Change Bone Growth Therapies $ 47,714 $ 41,948 13.7 % Spinal Implants and Enabling Technologies 60,862 26,615 128.7 % Biologics 40,630 14,092 188.3 % Global Spine 149,206 82,655 80.5 % Global Orthopedics 25,998 23,763 9.4 % Net sales $ 175,204 $ 106,418 64.6 % |
Schedule of Components Net Sales | The table below presents product sales and marketing service fees, which are both components of net sales: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Product sales $ 162,248 $ 92,608 Marketing service fees 12,956 13,810 Net sales $ 175,204 $ 106,418 |
Allowances for Expected Credit Losses | The following table provides a detail of changes in the Company’s allowance for expected credit losses for the three months ended March 31, 2023 and 2022: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Allowance for expected credit losses beginning balance $ 6,419 $ 4,944 Addition resulting from the Merger with SeaSpine 137 - Current period provision for expected credit losses 208 600 Write-offs charged against the allowance and other ( 126 ) ( 104 ) Effect of changes in foreign exchange rates 53 ( 51 ) Allowance for expected credit losses ending balance $ 6,691 $ 5,389 |
Business segment information (T
Business segment information (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Segment Reporting [Abstract] | |
Summary of EBITDA by Reporting Segment | The table below presents adjusted EBITDA by reporting segment: Three Months Ended March 31, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Adjusted EBITDA by reporting segment Global Spine 14,981 14,033 Global Orthopedics 44 ( 804 ) Corporate ( 11,821 ) ( 6,120 ) Consolidated adjusted EBITDA $ 3,204 $ 7,109 Reconciling items: Interest expense, net 1,289 375 Depreciation and amortization 12,670 7,516 Share-based compensation expense 13,020 4,332 Foreign exchange impact ( 583 ) 1,242 SeaSpine merger-related costs 20,740 — Strategic investments 661 970 Acquisition-related fair value adjustments 11,636 ( 5,500 ) Legal judgments/settlements 469 193 Medical device regulation 3,629 1,952 Business interruption - COVID-19 — 343 All other — 75 Loss before income taxes $ ( 60,327 ) $ ( 4,389 ) |
Summary of Net Sales by Geographic Destination for each Reporting Segment | The table below presents net sales by geographic destination for each reporting segment and for the consolidated Company: Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Global Spine U.S. $ 139,457 $ 77,066 International 9,749 5,589 Total Global Spine 149,206 82,655 Global Orthopedics U.S. 6,636 5,327 International 19,362 18,436 Total Global Orthopedics 25,998 23,763 Consolidated U.S. 146,093 82,393 International 29,111 24,025 Net sales $ 175,204 $ 106,418 |
Acquisition-Related Amortizat_2
Acquisition-Related Amortization and Remeasurement (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Acquisition Related Amortization And Remeasurement [Abstract] | |
Components of Acquisition-Related Amortization and Remeasurement | Components of acquisition-related amortization and remeasurement are as follows: Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Amortization of acquired intangibles $ 4,134 $ 2,001 Changes in fair value of contingent consideration — ( 5,500 ) Acquired IPR&D — — Total $ 4,134 $ ( 3,499 ) |
Share-based compensation (Table
Share-based compensation (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Share-Based Payment Arrangement [Abstract] | |
Schedule of Components of Share-Based Compensation Expense | Components of share-based compensation expense are as follows: Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Cost of sales $ 471 $ 211 Sales and marketing 2,249 981 General and administrative 9,104 3,218 Research and development 1,196 ( 78 ) Total $ 13,020 $ 4,332 Three Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 Stock options $ 2,756 $ 359 Time-based restricted stock awards and units 9,846 2,170 Market-based / performance-based restricted stock units — 1,444 Stock purchase plan 418 359 Total $ 13,020 $ 4,332 |
Earnings per share ("EPS") (Tab
Earnings per share ("EPS") (Tables) | 3 Months Ended |
Mar. 31, 2023 | |
Earnings Per Share [Abstract] | |
Schedule of Reconciliation of Weighted Average Shares Used in Diluted EPS | The following is a reconciliation of the weighted average shares used in diluted EPS computations. Three Months Ended (Unaudited, In thousands) 2023 2022 Weighted average common shares-basic 35,734 19,898 Effect of dilutive securities Unexercised stock options and stock purchase plan — — Unvested restricted stock units — — Weighted average common shares-diluted 35,734 19,898 |
Recently adopted accounting s_3
Recently adopted accounting standards, recently issued accounting pronouncements - Additional Information (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
New Accounting Pronouncements Or Change In Accounting Principle [Line Items] | |
Contract liabilities revenue recognized | $ 2.2 |
Merger and acquisitions -Schedu
Merger and acquisitions -Schedule of Estimated Fair Value of Consideration Associated with Merger (Detail) - SeaSpine Holdings Corporation [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Jan. 05, 2023 | Mar. 31, 2023 | |
Business Acquisition [Line Items] | ||
Orthofix common shares to be issued in exchange for SeaSpine common shares | 16,047,315 | 1,300,000 |
Orthofix closing price per share as of January 4, 2023 | $ 22.76 | |
Estimated fair value of shares issued in exchange for SeaSpine common shares | $ 365,237 | |
Estimated fair Value of Stock Options and RSU issued InExchange for Equity Awards | 11,508 | |
Total estimated fair value of consideration | $ 376,745 |
Merger and acquisitions - Addit
Merger and acquisitions - Additional Information (Detail) - USD ($) $ in Thousands | 3 Months Ended | |||
Jan. 05, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Conversion of stock, shares converted | 0.4163 | |||
Goodwill | $ 202,711 | $ 71,317 | ||
Pre tax expense | 16,900 | |||
Net sales | 175,204 | $ 106,418 | ||
Net loss | (60,938) | (4,460) | ||
SeaSpine Holdings Corporation [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 131,394 | |||
Acquisition-related costs | 6,500 | |||
Net sales | 60,900 | |||
Net loss | (27,900) | |||
Global Spine [Member] | ||||
Business Acquisition [Line Items] | ||||
Goodwill | $ 131,400 | |||
Net sales | $ 149,206 | $ 82,655 |
Merger and acquisitions - Summa
Merger and acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jan. 05, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Current liabilities | |||
Residual goodwill | $ 202,711 | $ 71,317 | |
SeaSpine Holdings Corporation [Member] | |||
Current assets | |||
Cash and cash equivalents | $ 29,419 | ||
Accounts receivable, net | 35,313 | ||
Inventories | 129,610 | ||
Prepaid expenses and other current assets | 4,600 | ||
Total current assets | 198,942 | ||
Property, plant, and equipment, net | 68,911 | ||
Other long-term assets | 20,472 | ||
Total identifiable assets acquired | 366,425 | ||
Current liabilities | |||
Accounts payable | 21,602 | ||
Other current liabilities | 41,224 | ||
Total current liabilities | 62,826 | ||
Long-term borrowings under credit facility | 26,298 | ||
Other long-term liabilities | 31,950 | ||
Total liabilities assumed | 121,074 | ||
Net identifiable assets acquired | 245,351 | ||
Total fair value of consideration transferred | 376,745 | ||
Residual goodwill | 131,394 | ||
SeaSpine Holdings Corporation [Member] | Customer Relationships [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | $ 27,100 | ||
Current liabilities | |||
Assigned Useful Life | 13 years | ||
SeaSpine Holdings Corporation [Member] | Developed Technology [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | $ 45,400 | ||
SeaSpine Holdings Corporation [Member] | Developed Technology [Member] | Minimum [Member] | |||
Current liabilities | |||
Assigned Useful Life | 6 years | ||
SeaSpine Holdings Corporation [Member] | Developed Technology [Member] | Maximum [Member] | |||
Current liabilities | |||
Assigned Useful Life | 8 years | ||
SeaSpine Holdings Corporation [Member] | In Process Research and Development [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | $ 5,600 | ||
Current liabilities | |||
Assigned Useful Life | Indefinite |
Merger and acquisitions - Sum_2
Merger and acquisitions - Summary of Pro Forma Financial Information (Detail) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Business Combinations [Abstract] | ||
Net sales | $ 175.2 | $ 157.1 |
Net loss | $ (45.2) | $ (42.6) |
Merger and acquisitions - Sum_3
Merger and acquisitions - Summary of Integration Costs Incurred (Detail) - SeaSpine Holdings Corporation [Member] $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Business Acquisition [Line Items] | |
Compensation-related integration costs | $ 10.3 |
Fee paid to financial advisor to the Merger | 5.5 |
Professional fees / consulting fees | 4.2 |
Product rationalization charges | 0.7 |
Other costs to complete | 1.6 |
Total | $ 22.3 |
Merger and Acquisitions - Sum_4
Merger and Acquisitions - Summary of Restructuring Costs (Detail) $ in Millions | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Charges Incurred | $ 16.9 |
SeaSpine Holdings Corporation [Member] | Severance Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Charges Incurred | 8.6 |
Payments Made | (1) |
Balance as of March 31, 2023 | 7.6 |
SeaSpine Holdings Corporation [Member] | Retention Costs [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Charges Incurred | 1.3 |
Balance as of March 31, 2023 | 1.3 |
SeaSpine Holdings Corporation [Member] | Payroll Taxes [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Charges Incurred | 0.3 |
Balance as of March 31, 2023 | 0.3 |
SeaSpine Holdings Corporation [Member] | Total [Member] | |
Restructuring Cost and Reserve [Line Items] | |
Charges Incurred | 10.2 |
Payments Made | (1) |
Balance as of March 31, 2023 | $ 9.2 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 23,143 | $ 17,035 |
Work-in-process | 58,472 | 19,243 |
Finished products | 140,318 | 63,872 |
Inventories | $ 221,933 | $ 100,150 |
Leases - Summary of Lease Portf
Leases - Summary of Lease Portfolio (Detail) - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Right-of-use assets ("ROU assets") | ||
Operating leases | $ 21,280 | $ 6,788 |
Operating lease, right-of-use asset, statement of financial position [Extensible List] | Other long-term assets | Other long-term assets |
Finance leases | $ 17,106 | $ 17,360 |
Finance lease, right-of-use asset, statement of financial position [Extensible List] | Property, plant, and equipment, net | Property, plant, and equipment, net |
Total ROU assets | $ 38,386 | $ 24,148 |
Current | ||
Operating leases | $ 3,241 | $ 1,638 |
Operating lease, liability, current, statement of financial position [Extensible List] | Other current liabilities | Other current liabilities |
Finance leases | $ 664 | $ 652 |
Long-term | ||
Operating leases | $ 18,525 | $ 5,376 |
Operating lease, liability, noncurrent, statement of financial position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Finance leases | $ 19,068 | $ 19,239 |
Total lease liabilities | $ 41,498 | $ 26,905 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 1,674 | $ 1,068 |
Operating cash flows from finance leases | 214 | 222 |
Financing cash flows from finance leases | 160 | 2,141 |
ROU assets obtained in exchange for lease obligations | ||
Operating leases | $ 15,316 | $ 4,470 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | Jan. 05, 2023 USD ($) | Mar. 31, 2023 USD ($) | Mar. 31, 2023 EUR (€) | Mar. 03, 2023 USD ($) | Jan. 03, 2023 USD ($) |
Debt Instrument [Line Items] | |||||
Aggregate amount of borrowings paid | $ 26,900,000 | ||||
Prepayment premium | $ 600,000 | ||||
Other Current Liabilities [Member] | |||||
Debt Instrument [Line Items] | |||||
Effective interest on borrowings | 6.10% | 6.10% | |||
Interest accrued | $ 500,000 | ||||
Revolving Credit Facility [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount outstanding under lines of credit | 45,000,000 | $ 15,000,000 | $ 30,000,000 | ||
Maximum borrowing capacity | $ 300,000,000 | ||||
Italy [Member] | |||||
Debt Instrument [Line Items] | |||||
Amount outstanding under lines of credit | 0 | ||||
Maximum borrowing capacity | $ 6,000,000 | € 5,500,000 |
Fair Value Measurements and I_3
Fair Value Measurements and Investments - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - Fair Value, Measurements, Recurring [Member] - USD ($) $ in Thousands | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 15,093 | $ 14,950 |
Deferred compensation plan, Liabilities | (1,415) | (1,515) |
Liabilities fair value, Total | (12,915) | (1,515) |
Lattus [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | (11,500) | |
Convertible Loan Agreements [Member] | Neo Medical [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 7,180 | 7,140 |
Preferred Equity Securities [Member] | Neo Medical [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 6,084 | 6,084 |
Other Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 1,829 | $ 1,726 |
Fair Value, Inputs, Level 2 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 6,084 | |
Deferred compensation plan, Liabilities | (1,415) | |
Liabilities fair value, Total | (1,415) | |
Fair Value, Inputs, Level 2 [Member] | Preferred Equity Securities [Member] | Neo Medical [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 6,084 | |
Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 9,009 | |
Liabilities fair value, Total | (11,500) | |
Fair Value, Inputs, Level 3 [Member] | Lattus [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Contingent consideration | (11,500) | |
Fair Value, Inputs, Level 3 [Member] | Convertible Loan Agreements [Member] | Neo Medical [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 7,180 | |
Fair Value, Inputs, Level 3 [Member] | Other Investments [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 1,829 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Detail) SFr in Millions | 1 Months Ended | |||||
Jan. 05, 2023 USD ($) | Oct. 31, 2020 USD ($) | Mar. 31, 2023 USD ($) | Oct. 31, 2021 USD ($) | Oct. 31, 2021 CHF (SFr) | Oct. 31, 2020 CHF (SFr) | |
Lattus [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Estimate fair value of contigent consideration | $ 11,500,000 | |||||
Neo Medical [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Convertible loans | $ 5,000,000 | $ 700,000 | SFr 0.6 | SFr 4.6 | ||
Convertible loan credit losses | $ 0 | |||||
Preferred Stock [Member] | Neo Medical [Member] | ||||||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||||||
Amount of Preferred stock consideration | $ 5,000,000 |
Fair Value Measurements and I_5
Fair Value Measurements and Investments - Schedule of Reconciliation of Investments in Equity Securities (Detail) - Preferred Stock [Member] - Neo Medical [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Assets Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value of equity securities beginning balance | $ 6,084 | $ 5,413 |
Conversion of loan into preferred equity securities | 671 | |
Fair value of equity securities Ending balance | 6,084 | 6,084 |
Cumulative unrealized gain on Neo Medical preferred equity securities | $ 413 | $ 413 |
Fair Value Measurements and I_6
Fair Value Measurements and Investments - Schedule of Reconciliation For Contingent Consideration Measured At Fair Value Using Significant Unobservable Inputs (Level 3) (Detail) - Neo Medical [Member] - Fair Value, Inputs, Level 3 [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Fair value of convertible loans beginning balance | $ 7,140 | $ 7,148 |
Interest recognized in interest income, net | 116 | 112 |
Foreign currency remeasurement recognized in other expense, net | (61) | (69) |
Unrealized loss recognized in other comprehensive loss | (137) | (740) |
Conversion of Second Convertible Loan into preferred equity securities | (671) | |
Fair value of convertible loans ending balance | 7,180 | 5,780 |
Amortized cost basis of Neo Medical Convertible Loans at March 31 | $ 6,084 | $ 5,581 |
Fair Value Measurements and I_7
Fair Value Measurements and Investments - Schedule of Valuation Methodology and Unobservable Inputs for Level 3 Assets and Liabilities Measured at Fair Value (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Spinal Kinetics [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Spinal Kinetics contingent consideration estimated fair value at January 1 | $ 17,200 | |
Decrease in fair value recognized in acquisition-related amortization and remeasurement | (5,500) | |
Spinal Kinetics contingent consideration estimated fair value at March 31 | $ 11,700 | |
Neo Medical [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Neo Medical Convertible Loan | $ 7,180 | |
Fair value discount rate | 18% | |
Estimated equity volatility | 77.50% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | ||
Jan. 05, 2023 | Mar. 31, 2023 | Mar. 31, 2022 | |
Other Commitments [Line Items] | |||
Estimated sales and marketing expense (benefit) | $ 0.3 | $ 0.3 | |
Accrued other long-term liabilities | $ 6.3 | ||
SeaSpine [Member] | |||
Other Commitments [Line Items] | |||
Number of shares issued under acquisition | 16,047,315 | 1,300,000 |
Accumulated other comprehensi_3
Accumulated other comprehensive loss - Components of Changes in Accumulated Other Comprehensive Loss (Detail) $ in Thousands | 3 Months Ended |
Mar. 31, 2023 USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | $ 336,860 |
Ending Balance | 664,159 |
Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (2,482) |
Other comprehensive income (loss) | 493 |
Ending Balance | (1,989) |
Neo Medical [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | 1,005 |
Other comprehensive income (loss) | (137) |
Ending Balance | 868 |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (1,376) |
Other comprehensive income (loss) | 430 |
Ending Balance | (946) |
Other Investments [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | 101 |
Other comprehensive income (loss) | 74 |
Ending Balance | $ 175 |
Revenue Recognition and Accou_3
Revenue Recognition and Accounts Receivable - Schedule of Net Sales by Major Product Category by Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition And Accounts Receivable [Line Items] | ||
Net sales | $ 175,204 | $ 106,418 |
Change | 64.60% | |
Bone Growth Therapies [Member] | ||
Revenue Recognition And Accounts Receivable [Line Items] | ||
Net sales | $ 47,714 | 41,948 |
Change | 13.70% | |
Spinal Implants And Enabling Technologies [Member] | ||
Revenue Recognition And Accounts Receivable [Line Items] | ||
Net sales | $ 60,862 | 26,615 |
Change | 128.70% | |
Biologics [Member] | ||
Revenue Recognition And Accounts Receivable [Line Items] | ||
Net sales | $ 40,630 | 14,092 |
Change | 188.30% | |
Global Spine [Member] | ||
Revenue Recognition And Accounts Receivable [Line Items] | ||
Net sales | $ 149,206 | 82,655 |
Change | 80.50% | |
Global Orthopedics [Member] | ||
Revenue Recognition And Accounts Receivable [Line Items] | ||
Net sales | $ 25,998 | $ 23,763 |
Change | 9.40% |
Revenue Recognition and Accou_4
Revenue Recognition and Accounts Receivable - Schedule of Components of Net Sales (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenue Recognition [Abstract] | ||
Product sales | $ 162,248 | $ 92,608 |
Marketing service fees | 12,956 | 13,810 |
Net sales | $ 175,204 | $ 106,418 |
Revenue Recognition and Accou_5
Revenue Recognition and Accounts Receivable - Schedule of Allowance for Expected Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||
Allowance for expected credit losses beginning balance | $ 6,419 | $ 4,944 |
Addition resulting from the Merger with SeaSpine | 137 | |
Current period provision for expected credit losses | 208 | 600 |
Write-offs charged against the allowance and other | (126) | (104) |
Effect of changes in foreign exchange rates | 53 | (51) |
Allowance for expected credit losses ending balance | $ 6,691 | $ 5,389 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 3 Months Ended |
Mar. 31, 2023 Segment | |
Segment Reporting [Abstract] | |
Number of reporting segments | 2 |
Business Segment Information _2
Business Segment Information - Summary of EBIDTA by Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Segment Reporting Information [Line Items] | ||
Consolidated adjusted EBITDA | $ 3,204 | $ 7,109 |
Interest expense, net | 1,289 | 375 |
Depreciation and amortization | 12,670 | 7,516 |
Share-based compensation expense | 13,020 | 4,332 |
Foreign exchange impact | (583) | 1,242 |
SeaSpine merger-related costs | 20,740 | |
Strategic investments | 661 | 970 |
Acquisition-related fair value adjustments | 11,636 | (5,500) |
Legal judgments/settlements | 469 | 193 |
Medical device regulation | 3,629 | 1,952 |
Business interruption - COVID-19 | 343 | |
All other | 75 | |
Loss before income taxes | (60,327) | (4,389) |
Operating Segments [Member] | Global Spine [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated adjusted EBITDA | 14,981 | 14,033 |
Operating Segments [Member] | Global Orthopedics [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated adjusted EBITDA | 44 | (804) |
Corporate, Non-Segment [Member] | ||
Segment Reporting Information [Line Items] | ||
Consolidated adjusted EBITDA | $ (11,821) | $ (6,120) |
Business Segment Information _3
Business Segment Information - Summary of Net Sales by Geographic Destination for Each Reporting Segment (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 175,204 | $ 106,418 |
Global Spine [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 149,206 | 82,655 |
Global Orthopedics [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 25,998 | 23,763 |
U.S. [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 146,093 | 82,393 |
U.S. [Member] | Global Spine [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 139,457 | 77,066 |
U.S. [Member] | Global Orthopedics [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 6,636 | 5,327 |
International [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 29,111 | 24,025 |
International [Member] | Global Spine [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | 9,749 | 5,589 |
International [Member] | Global Orthopedics [Member] | ||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||
Net sales | $ 19,362 | $ 18,436 |
Acquisition-Related Amortizat_3
Acquisition-Related Amortization and Remeasurement - Components of Acquisition-Related Amortization and Remeasurement (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Acquisition Related Amortization And Remeasurement [Abstract] | ||
Amortization of acquired intangibles | $ 4,134 | $ 2,001 |
Changes in fair value of contingent consideration | (5,500) | |
Total | $ 4,134 | $ (3,499) |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Components of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | $ 13,020 | $ 4,332 |
Stock options [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | 2,756 | 359 |
Time-based Restricted Stock Awards and Units [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | 9,846 | 2,170 |
Market-based / Performance-based Restricted Stock Units [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | 1,444 | |
Stock purchase plan [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | 418 | 359 |
Cost of sales [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | 471 | 211 |
Sales and marketing [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | 2,249 | 981 |
General and administrative [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | 9,104 | 3,218 |
Research and development [Member] | ||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||
Allocated share based compensation expense | $ 1,196 | $ (78) |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - SeaSpine [Member] | 3 Months Ended |
Mar. 31, 2023 shares | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | |
Number of options issued in connection with conversion of awards | 1,889,812 |
Number of time based RSU issued in exchange for equity awards | 490,338 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Components Of Income Tax Expense Benefit [Line Items] | ||
Income tax effective rate | (1.00%) | (1.60%) |
Earnings Per Share ("EPS") - Sc
Earnings Per Share ("EPS") - Schedule of Reconciliation of Weighted Average Shares Used in Diluted EPS (Detail) - shares | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Earnings Per Share [Line Items] | ||
Weighted average common shares-basic | 35,734 | 19,898 |
Effect of dilutive securities | ||
Weighted average common shares-diluted | 35,734 | 19,898 |
Earnings Per Share ("EPS") - Ad
Earnings Per Share ("EPS") - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | |
Mar. 31, 2023 | Mar. 31, 2022 | |
Restricted Stock Units [Member] | Outstanding Stock Options [Member] | ||
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items] | ||
Weighted average outstanding options, awards and units not included in diluted earnings per share | 7.2 | 2.5 |