Document and Entity Information
Document and Entity Information - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 06, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Year Focus | 2023 | |
Document Fiscal Period Focus | Q3 | |
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 | 36,756,607 | |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets | ||
Cash and cash equivalents | $ 33,663 | $ 50,700 |
Accounts receivable, net of allowances of $7,090 and $6,419, respectively | 114,118 | 82,857 |
Inventories | 221,745 | 100,150 |
Prepaid expenses and other current assets | 24,170 | 22,283 |
Total current assets | 393,696 | 255,990 |
Property, plant, and equipment, net | 152,689 | 58,229 |
Intangible assets, net | 121,021 | 47,388 |
Goodwill | 194,767 | 71,317 |
Other long-term assets | 43,479 | 25,705 |
Total assets | 905,652 | 458,629 |
Current liabilities | ||
Accounts payable | 53,261 | 27,598 |
Current portion of finance lease liability | 693 | 652 |
Other current liabilities | 98,576 | 55,374 |
Total current liabilities | 152,530 | 83,624 |
Long-term borrowings under credit facility | 70,000 | |
Long-term portion of finance lease liability | 18,715 | 19,239 |
Other long-term liabilities | 48,924 | 18,906 |
Total liabilities | 290,169 | 121,769 |
Contingencies (Note 8) | ||
Shareholders’ equity | ||
Common shares $0.10 par value; 100,000 shares authorized; 36,750 and 20,162 issued and outstanding as of September 30, 2023 and December 31, 2022, respectively | 3,675 | 2,016 |
Additional paid-in capital | 741,638 | 334,969 |
Retained [earnings (accumulated deficit)] | (127,970) | 1,251 |
Accumulated other comprehensive loss | (1,860) | (1,376) |
Total shareholders’ equity | 615,483 | 336,860 |
Total liabilities and shareholders’ equity | $ 905,652 | $ 458,629 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Trade accounts receivable, allowance for doubtful accounts | $ 7,090 | $ 6,419 |
Common shares, par value | $ 0.1 | $ 0.1 |
Common shares, authorized | 100,000,000 | 100,000,000 |
Common shares, issued | 36,750,000 | 20,162,000 |
Common shares, outstanding | 36,750,000 | 20,162,000 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Income Statement [Abstract] | ||||
Net sales | $ 184,006 | $ 113,996 | $ 546,226 | $ 338,484 |
Cost of sales | 64,243 | 30,573 | 196,583 | 90,491 |
Gross profit | 119,763 | 83,423 | 349,643 | 247,993 |
Sales and marketing | 94,947 | 55,461 | 287,987 | 169,486 |
General and administrative | 27,136 | 19,322 | 110,124 | 54,496 |
Research and development | 18,559 | 11,943 | 61,290 | 35,913 |
Acquisition-related amortization and remeasurement (Note 12) | 3,570 | 2,484 | 11,037 | (9,678) |
Operating loss | (24,449) | (5,787) | (120,795) | (2,224) |
Interest expense, net | (1,576) | (277) | (4,131) | (1,059) |
Other expense, net | (2,360) | (3,308) | (1,704) | (7,436) |
Loss before income taxes | (28,385) | (9,372) | (126,630) | (10,719) |
Income tax expense | (472) | (1,344) | (2,591) | (1,968) |
Net loss | $ (28,857) | $ (10,716) | $ (129,221) | $ (12,687) |
Net loss per common share: | ||||
Basic | $ (0.77) | $ (0.53) | $ (3.53) | $ (0.63) |
Diluted | $ (0.77) | $ (0.53) | $ (3.53) | $ (0.63) |
Weighted average number of common shares: | ||||
Basic | 37,249 | 20,091 | 36,588 | 20,007 |
Diluted | 37,249 | 20,091 | 36,588 | 20,007 |
Other comprehensive loss, before tax | ||||
Unrealized [gain (loss)] on debt securities | $ (310) | $ (236) | $ 8 | $ (749) |
Currency translation adjustment | (1,442) | (2,105) | (492) | (4,413) |
Other comprehensive loss, before tax | (1,752) | (2,341) | (484) | (5,162) |
Other comprehensive loss, net of tax | (1,752) | (2,341) | (484) | (5,162) |
Comprehensive loss | $ (30,609) | $ (13,057) | $ (129,705) | $ (17,849) |
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, 2021 | 336,934 | $ 1,983 | 313,951 | 21,000 | |
Balance, Shares at Dec. 31, 2021 | 19,837 | ||||
Net Income (Loss) | (12,687) | ||||
Other comprehensive income (loss), net of tax | (5,162) | ||||
Ending Balance at Sep. 30, 2022 | 333,539 | $ 2,001 | 328,387 | 8,313 | (5,162) |
Balance, Shares at Sep. 30, 2022 | 20,007 | ||||
Beginning Balance at Mar. 31, 2022 | 335,575 | $ 1,984 | 318,213 | 16,540 | (1,162) |
Balance, Shares at Mar. 31, 2022 | 19,842 | ||||
Net Income (Loss) | 2,489 | 2,489 | |||
Other comprehensive income (loss), net of tax | (1,659) | (1,659) | |||
Share-based compensation expense | 4,460 | 4,460 | |||
Common shares issued, net | 1,081 | $ 16 | 1,065 | ||
Common shares issued, net, Shares | 158 | ||||
Ending Balance at Jun. 30, 2022 | 341,946 | $ 2,000 | 323,738 | 19,029 | (2,821) |
Balance, Shares at Jun. 30, 2022 | 20,000 | ||||
Net Income (Loss) | (10,716) | (10,716) | |||
Other comprehensive income (loss), net of tax | (2,341) | (2,341) | |||
Share-based compensation expense | 4,729 | 4,729 | |||
Common shares issued, net | (79) | $ 1 | (80) | ||
Common shares issued, net, Shares | 7 | ||||
Ending Balance at Sep. 30, 2022 | 333,539 | $ 2,001 | 328,387 | 8,313 | (5,162) |
Balance, Shares at Sep. 30, 2022 | 20,007 | ||||
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 | ||||
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) | $ (129,221) | ||||
Other comprehensive income (loss), net of tax | (484) | ||||
Ending Balance at Sep. 30, 2023 | $ 615,483 | $ 3,675 | 741,638 | (127,970) | (1,860) |
Balance, Shares at Sep. 30, 2023 | 36,750 | 36,750 | |||
Beginning Balance at Mar. 31, 2023 | $ 664,159 | $ 3,647 | 721,145 | (59,687) | (946) |
Balance, Shares at Mar. 31, 2023 | 36,463 | ||||
Net Income (Loss) | (39,426) | (39,426) | |||
Other comprehensive income (loss), net of tax | 838 | 838 | |||
Share-based compensation expense | 13,246 | 13,246 | |||
Common shares issued, net | 1,168 | $ 26 | 1,142 | ||
Common shares issued, net, Shares | 270 | ||||
Ending Balance at Jun. 30, 2023 | 639,985 | $ 3,673 | 735,533 | (99,113) | (108) |
Balance, Shares at Jun. 30, 2023 | 36,733 | ||||
Net Income (Loss) | (28,857) | (28,857) | |||
Other comprehensive income (loss), net of tax | (1,752) | (1,752) | |||
Share-based compensation expense | 6,274 | 6,274 | |||
Common shares issued, net | (167) | $ 2 | (169) | ||
Common shares issued, net, Shares | 17 | ||||
Ending Balance at Sep. 30, 2023 | $ 615,483 | $ 3,675 | $ 741,638 | $ (127,970) | $ (1,860) |
Balance, Shares at Sep. 30, 2023 | 36,750 | 36,750 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash flows from operating activities | ||
Net loss | $ (129,221) | $ (12,687) |
Adjustments to reconcile net loss to net cash from operating activities | ||
Depreciation and amortization | 39,094 | 21,598 |
Inventory reserve expenses | 24,013 | 9,856 |
Amortization of inventory fair value step up | 29,006 | |
Amortization of operating lease assets, debt costs, and other assets | 4,506 | 2,321 |
Provision for expected credit losses | 905 | 1,713 |
Deferred income taxes | 1,148 | 21 |
Share-based compensation expense | 32,540 | 13,521 |
Change in valuation of investment securities | (82) | 254 |
Change in fair value of contingent consideration | (2,100) | (17,200) |
Other | 673 | 1,124 |
Changes in operating assets and liabilities, net of effects of acquisitions | ||
Accounts receivable | 2,912 | 51 |
Inventories | (48,164) | (29,875) |
Prepaid expenses and other current assets | 925 | 16 |
Accounts payable | 4,244 | 3,955 |
Other current liabilities | (20) | (4,571) |
Contract liability | (4,791) | |
Other long-term assets and liabilities | 562 | 808 |
Net cash provided by (used in) operating activities | (39,059) | (13,886) |
Cash flows from investing activities | ||
Capital expenditures for property, plant, and equipment | (45,695) | (16,159) |
Capital expenditures for intangible assets | (1,302) | (1,101) |
Contingent consideration payments related to asset acquisitions | (1,500) | |
Cash acquired in the SeaSpine merger | 29,419 | |
Other investing activities | (500) | 126 |
Net cash provided by (used in) investing activities | (18,078) | (18,634) |
Cash flows from financing activities | ||
Proceeds from issuance of common shares | 2,377 | 2,400 |
Payments related to tax withholdings for share-based compensation | (3,334) | (1,467) |
Payments related to finance lease obligation | (483) | (2,441) |
Borrowings under credit facility | 70,000 | |
Payment of debt acquired from SeaSpine merger | (26,899) | |
Contingent consideration milestone payment | (920) | |
Other financing activities | (699) | (68) |
Net cash provided by (used in) financing activities | 40,042 | (1,576) |
Effect of exchange rate changes on cash | 58 | (2,091) |
Net change in cash, cash equivalents, and restricted cash | (17,037) | (36,187) |
Cash and cash equivalents at the beginning of period | 50,700 | 87,847 |
Cash and cash equivalents at the end of period | $ 33,663 | 51,660 |
Noncash investing activities - Purchase of intangible assets | $ 2,000 |
Pay vs Performance Disclosure
Pay vs Performance Disclosure - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||||||
Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Pay vs Performance Disclosure | ||||||||
Net Income (Loss) | $ (28,857) | $ (39,426) | $ (60,938) | $ (10,716) | $ 2,489 | $ (4,460) | $ (129,221) | $ (12,687) |
Insider Trading Arrangements
Insider Trading Arrangements | 9 Months Ended |
Sep. 30, 2023 | |
Trading Arrangements, by Individual | |
Title | directors or officers |
Rule 10b5-1 Arrangement Adopted | false |
Non-Rule 10b5-1 Arrangement Adopted | false |
Rule 10b5-1 Arrangement Terminated | false |
Non-Rule 10b5-1 Arrangement Terminated | false |
Business and basis of presentat
Business and basis of presentation | 9 Months Ended |
Sep. 30, 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 merger with SeaSpine Holdings Corporation ("SeaSpine") that was completed in January 2023, 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 and nine months ended September 30, 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 | 9 Months Ended |
Sep. 30, 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, Revenue from Contracts with Customers . 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. Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative (ASU 2023-06) Adds interim and annual disclosure requirements to a variety of subtopics in the Accounting Standards Codification, including those focusing on accounting changes, earnings per share, debt and repurchase agreements. The guidance will be applied prospectively. The effective date will be the date when the SEC's removal of the related disclosure requirement becomes effective, with early adoption prohibited. Various The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. Other recently issued ASUs, excluding those ASUs that 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 | 9 Months Ended |
Sep. 30, 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. Therefore, 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, 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 acquisition date. 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. Certain acquired assets and liabilities assumed were valued utilizing Level 3 inputs and assumptions. 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. 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. Subsequent adjustments to the preliminary purchase price allocation could be material. (Unaudited, U.S. Dollars, in thousands) Previously Reported Adjustments As Revised Assigned Useful Life Assets acquired: Current assets Cash and cash equivalents $ 29,419 $ — $ 29,419 Accounts receivable, net 35,313 — 35,313 Inventories 132,636 — 132,636 Prepaid expenses and other current assets 4,590 — 4,590 Total current assets 201,958 — 201,958 Property, plant, and equipment, net 68,863 — 68,863 Customer relationships 33,100 — 33,100 13 years Developed technology 47,200 — 47,200 6 - 8 years In-process research and development ("IPR&D") 5,750 — 5,750 Indefinite Other long-term assets 20,501 — 20,501 Total identifiable assets acquired $ 377,372 $ — $ 377,372 Liabilities assumed : Current liabilities Accounts payable $ 21,602 $ — $ 21,602 Other current liabilities 40,304 3,040 43,344 Total current liabilities 61,906 3,040 64,946 Long-term borrowings under SeaSpine credit facility 26,298 — 26,298 Other long-term liabilities 32,833 — 32,833 Total liabilities assumed 121,037 3,040 124,077 Net identifiable assets acquired $ 256,335 $ ( 3,040 ) $ 253,295 Total fair value of consideration transferred 376,745 — 376,745 Residual goodwill $ 120,410 $ 3,040 $ 123,450 The purchase price exceeded the fair value of the net tangible and identifiable intangible assets acquired in the Merger. During the three months ended September 30, 2023, the Company identified a contingent liability that existed as of the merger date. As a result, the Company recorded a $ 3.0 million adjustment to other current liabilities with a corresponding increase in goodwill. As of September 30, 2023, the Company recorded goodwill totaling $ 123.5 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 $ 0.1 million and $ 9.9 million in direct acquisition-related costs, which exclude integration-related activities, that were expensed during the three and nine months ended September 30, 2023 , respectively. 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 $ 62.9 million and $ 188.2 million of net sales from SeaSpine for the three and nine months ended September 30, 2023 , respectively, and a net loss attributable to SeaSpine of $ 19.2 million and $ 72.1 million for the three and nine months ended September 30, 2023, respectively. Pro Forma Financial Information Due to the Merger closing on January 5, 2023, all SeaSpine financial results for fiscal year 2023, except for the first four days of January, are included in Orthofix's condensed consolidated statement of operations and comprehensive loss. The following unaudited pro forma financial information for the three and nine months ended September 30, 2023 , and 2022, are based on the Company's 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 to remove one-time transaction-related costs. The unaudited pro forma financial information is presented for informational purposes only and is not necessarily indicative of the results of operations that would have been achieved if the Merger closed as of January 1, 2022. Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in millions) 2023 2022 2023 2022 Net sales $ 184.0 $ 181.1 $ 546.2 $ 512.6 Net loss $ ( 21.2 ) $ ( 32.5 ) $ ( 96.5 ) $ ( 102.4 ) 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 and nine months ended September 30, 2023, and 2022. Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in millions) 2023 2022 2023 2022 Compensation-related integration costs $ 2.6 $ — $ 16.5 $ — International spine restructuring 1.1 — 1.1 — Fee paid to financial advisor to the Merger — — 5.5 — Professional fees / consulting fees 0.2 — 5.2 — Product rationalization charges 1.3 — 6.1 — Other costs to complete 0.1 — 1.3 — Total $ 5.3 $ — $ 35.7 $ — 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. This program was expanded in the third quarter of 2023 to include further restructuring activities related to the Company's international spine business. The Company expects to incur total pre-tax expense of approximately $ 18.3 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 period and the resulting liability as of September 30, 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 $ — $ 12.2 $ ( 5.2 ) $ 7.0 Retention costs — 4.0 ( 0.4 ) 3.6 Payroll taxes — 0.5 ( 0.1 ) 0.4 Total $ — $ 16.7 $ ( 5.7 ) $ 11.0 |
Inventories
Inventories | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Inventories | 4. Inventories Inventories were as follows: (Unaudited, U.S. Dollars, in thousands) September 30, December 31, Raw materials $ 26,422 $ 17,035 Work-in-process 54,631 19,243 Finished products 140,692 63,872 Inventories $ 221,745 $ 100,150 |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | 5. Leases A summary of the Company’s lease portfolio as of September 30, 2023, and December 31, 2022, is presented in the table below: (Unaudited, U.S. Dollars, in thousands) Classification September 30, December 31, Right-of-use assets ("ROU assets") Operating leases Other long-term assets $ 19,765 $ 6,788 Finance leases Property, plant and equipment, net 16,599 17,360 Total ROU assets $ 36,364 $ 24,148 Lease Liabilities Current Operating leases Other current liabilities $ 3,259 $ 1,638 Finance leases Current portion of finance lease liability 693 652 Long-term Operating leases Other long-term liabilities 17,171 5,376 Finance leases Long-term portion of finance lease liability 18,715 19,239 Total lease liabilities $ 39,838 $ 26,905 Supplemental cash flow information related to leases was as follows: (Unaudited, U.S. Dollars, in thousands) Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,538 $ 3,001 Operating cash flows from finance leases 643 665 Financing cash flows from finance leases 483 2,441 ROU assets obtained in exchange for lease obligations Operating leases 15,771 5,429 Finance leases — — |
Long-term debt
Long-term debt | 9 Months Ended |
Sep. 30, 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 for working capital purposes, including to fund certain Merger-related expenses, under its secured revolving credit facility under the Second Amended and Restated Credit Agreement with JPMorgan Chase Bank, N.A., dated as of October 25, 2019 (as amended by the First Amendment thereto dated March 1, 2023, the "Prior Credit Agreement"), which credit facility had a maturity date of October 25, 2024 . Subsequently, the Company borrowed an additional $ 40.0 million to fund working capital needs whereby, as of September 30, 2023 , the Company had $ 70.0 million in principal amount of borrowings outstanding under the secured revolving credit facility. The table below provides a summary of borrowing activities during the nine months ended September 30, 2023: (Unaudited, U.S. Dollars, in thousands) Balance as of Long-term Borrowings Assumed Under the SeaSpine Credit Facility Additional Borrowings Pre-payment Penalty Incurred to Interest Expense, Net Repayments Made Balance as of SeaSpine credit facility $ — $ 26,298 $ — $ 601 $ ( 26,899 ) $ — Orthofix secured revolving credit facility — — 70,000 — — 70,000 Long-term borrowings under credit facility $ — $ 26,298 $ 70,000 $ 601 $ ( 26,899 ) $ 70,000 As of September 30, 2023 , the Company was in compliance with all required financial covenants under the Prior Credit Agreement. The effective interest rate on amounts borrowed was 7.3 %, with interest accrued of $ 1.0 million as of September 30, 2023, within other current liabilities. Subsequent to September 30, 2023 , the Company borrowed an additional $ 9.0 million under the Prior Credit Agreement to fund working capital needs. On November 6, 2023, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Financing Agreement (the “Financing Agreement”) with Blue Torch Finance LLC, as administrative agent and collateral agent (the “Agent”), and certain lenders party thereto. The Financing Agreement provides for a $ 100 million senior secured term loan (the “Initial Term Loan”), a $ 25 million senior secured delayed draw term loan facility (the “Delayed Draw Term Loan”), and a $ 25 million senior secured revolving credit facility (the “Revolving Credit Facility,” and together with the Initial Term Loan and the Delayed Draw Term Loan, the “Credit Facilities”), each of which mature on November 6, 2027 . In connection with entering into the Financing Agreement, the Company repaid in full amounts outstanding and terminated all commitments under the Prior Credit Agreement. The Initial Term Loan was fully funded on November 6, 2023. As of the date of this filing (November 8, 2023), the Company had no t made any borrowings under the Delayed Draw Term Loan or the Revolving Credit Facility. Borrowings under the Financing Agreement were and may be used for, among other things, the repayment in full of the Prior Credit Agreement, working capital, and other general corporate purposes of the Company. Borrowings under the Credit Facilities bear interest at a floating rate, which will be, at the Company’s option, either the three-month SOFR rate (subject to a floor of 3.00 % and a credit spread adjustment of 0.26161 %) (the “Adjusted Term SOFR Rate”) plus an applicable margin of 7.25 %, or a base rate plus an applicable margin of 6.25 %. A revolving unused line fee of 2.00 % is payable monthly in arrears based on the average amount of the undrawn portion of each lender’s revolving credit commitments under the Revolving Credit Facility for the preceding month. A delayed draw unused fee equal to the Adjusted Term SOFR Rate plus a margin of 1.00 % is payable monthly in arrears based on the average amount of the undrawn portion of each lender’s delayed draw term loan commitments in respect of the Delayed Draw Term Loan for the preceding month. Certain of the Company’s existing and future material subsidiaries (collectively, the “Guarantors”) are required to guarantee the repayment of the Company’s obligations under the Financing Agreement. The obligations of the Company and each of the Guarantors with respect to the Financing Agreement are secured by a pledge of substantially all assets of the Company and each of the Guarantors, including, without limitation, accounts receivables, deposit accounts, intellectual property, investment property, inventory, equipment, and equity interests in their respective subsidiaries. The Financing Agreement contains customary affirmative and negative covenants, including limitations on the Company’s and its subsidiaries ability to incur additional debt, grant or permit additional liens, make investments and acquisitions, merge or consolidate with others, dispose of assets, pay dividends and distributions, pay subordinated indebtedness, and enter into affiliate transactions. In addition, the Financing Agreement contains financial covenants requiring the Company to maintain a minimum level of liquidity at all times, a maximum consolidated leverage ratio (measured on a quarterly basis), and a minimum asset coverage ratio (measured on a monthly basis). The Financing Agreement also includes events of default customary for facilities of this type and upon the occurrence of such events of default, subject to customary cure rights, all outstanding loans under the Credit Facilities may be accelerated and/or the lenders’ commitments terminated. The Company had no borrowings on its available lines of credit in Italy, which provide up to an aggregate amount of € 5.5 million ($ 5.8 million) as of September 30, 2023 . |
Fair value measurements and inv
Fair value measurements and investments | 9 Months Ended |
Sep. 30, 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: September 30, December 31, (Unaudited, U.S. Dollars, in thousands) Level 1 Level 2 Level 3 Total Total Assets Neo Medical convertible loan agreements $ — $ — $ 7,670 $ 7,670 $ 7,140 Neo Medical preferred equity securities — 6,084 — 6,084 6,084 Bone Biologics equity securities — — — — — Other investments — — 1,286 1,286 1,726 Total $ — $ 6,084 $ 8,956 $ 15,040 $ 14,950 Liabilities Lattus contingent consideration $ — $ — ( 9,100 ) $ ( 9,100 ) $ — Spinal Kinetics contingent consideration — — — — — Deferred compensation plan — ( 1,413 ) — ( 1,413 ) ( 1,515 ) Total $ — $ ( 1,413 ) $ ( 9,100 ) $ ( 10,513 ) $ ( 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 preferred equity securities are recorded in other long-term assets and are considered an investment that does not have a readily determinable fair value. As such, the Company measures this investment at cost, less any impairment, plus or minus changes resulting from observable price changes in orderly transactions for identical or similar investments of the same issuer. The 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 September 30 $ 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 September 30, 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 this investment as a Level 3 financial asset. 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 September 30, 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 367 326 Foreign currency remeasurement recognized in other expense, net 54 ( 437 ) Unrealized gain (loss) recognized in other comprehensive loss 109 ( 766 ) Conversion of Second Convertible Loan into preferred equity securities — ( 671 ) Fair value of Neo Medical Convertible Loans at September 30 $ 7,670 $ 5,600 Amortized cost basis of Neo Medical Convertible Loans at September 30 $ 6,328 $ 5,425 The following table provides quantitative information related to certain key assumptions utilized within the valuation as of September 30, 2023: (Unaudited, U.S. Dollars, in thousands) Fair Value as of Unobservable inputs Estimate Neo Medical Convertible Loan $ 7,670 Cost of equity discount rate 19.4 % Estimated equity volatility 80.6 % 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 September 30, 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 fair value of the remaining Spinal Kinetics contingent consideration, attributable to a revenue-based milestone, was concluded to be zero as of September 30, 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 — ( 17,200 ) Spinal Kinetics contingent consideration estimated fair value at September 30 $ — $ — 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 $ 11.2 million. The estimated fair value of the Lattus contingent consideration is determined using a Monte Carlo simulation and a discounted cash flow model requiring significant inputs which are not observable in the market. The significant inputs include assumptions related to the timing and probability of certain product launch dates, estimated future sales of the products, revenue risk-adjusted discount rate, revenue volatility, and discount rates matched to the timing of payments. The following table provides a reconciliation of the beginning and ending balances for the Lattus contingent consideration measured at estimated fair value using significant unobservable inputs (Level 3): (Unaudited, U.S. Dollars, in thousands) 2023 2022 Lattus contingent consideration estimated fair value at January 5 $ 11,200 $ — Decrease in fair value recognized in acquisition-related amortization and remeasurement ( 2,100 ) — Lattus contingent consideration estimated fair value at September 30 $ 9,100 $ — The following table provides quantitative information related to certain key assumptions utilized within the valuation as of September 30, 2023: (Unaudited, U.S. Dollars, in thousands) Fair Value as of Unobservable inputs Estimate Lattus Contingent Consideration $ 9,100 Counterparty discount rate 9.5 % Revenue risk-adjusted discount rate 7.0 % |
Commitments and Contingencies
Commitments and Contingencies | 9 Months Ended |
Sep. 30, 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 September 30, 2023 , assuming the options under all the relevant agreements were exercised, the estimated total number of shares the Company would issue under these agreements was approximately 1.7 million shares. The Company has received notification from one such distributor, who has notified the Company of its decision to exercise its buyout option. The Company is currently in negotiations with this distributor in regard to the consummation of the potential acquisition. 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 $ 0.2 million and $ 0.8 million for the three and nine months ended September 30, 2023 , respectively, and an expense of $ 0.3 million and $ 0.9 million for the three and nine months ended September 30, 2022, respectively. As of September 30, 2023 , the Company has accrued $ 7.0 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 | 9 Months Ended |
Sep. 30, 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) ( 492 ) 109 ( 101 ) ( 484 ) Income taxes — — — — Balance at September 30, 2023 $ ( 2,974 ) $ 1,114 $ — $ ( 1,860 ) |
Revenue recognition and account
Revenue recognition and accounts receivable | 9 Months Ended |
Sep. 30, 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: Global Spine and Global Orthopedics. Within the Global Spine reporting segment, there are two product categories: (i) Bone Growth Therapies, and (ii) Spinal Implants, Biologics, and Enabling Technologies. The table below presents net sales by major product category by reporting segment: Three Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Change Bone Growth Therapies $ 53,359 $ 46,531 14.7 % Spinal Implants, Biologics, and Enabling Technologies 100,993 39,655 154.7 % Global Spine 154,352 86,186 79.1 % Global Orthopedics 29,654 27,810 6.6 % Net sales $ 184,006 $ 113,996 61.4 % Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Change Bone Growth Therapies $ 153,735 $ 136,244 12.8 % Spinal Implants, Biologics, and Enabling Technologies 307,799 123,379 149.5 % Global Spine 461,534 259,623 77.8 % Global Orthopedics 84,692 78,861 7.4 % Net sales $ 546,226 $ 338,484 61.4 % 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 September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Product sales $ 170,666 $ 100,485 $ 506,992 $ 296,652 Marketing service fees 13,340 13,511 39,234 41,832 Net sales $ 184,006 $ 113,996 $ 546,226 $ 338,484 Product sales primarily consist of the sale of bone growth therapies devices, spinal implants, certain biologics, enabling technologies, and orthopedics products. Marketing service fees are received from MTF Biologics based on total sales of biologics tissues sourced from MTF Biologics and relate solely to the Global Spine reporting segment. The Company partners with MTF Biologics to provide certain allograft solutions (HCT/Ps) for various spine, orthopedic and other bone repair needs, with this partnership allowing us to exclusively market certain biologic offerings. 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 and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Allowance for expected credit losses beginning balance $ 7,015 $ 5,589 $ 6,419 $ 4,944 Addition resulting from the Merger with SeaSpine — — 137 — Current period provision for expected credit losses 415 574 905 1,713 Write-offs charged against the allowance and other ( 214 ) 10 ( 334 ) ( 236 ) Effect of changes in foreign exchange rates ( 126 ) ( 225 ) ( 37 ) ( 473 ) Allowance for expected credit losses ending balance $ 7,090 $ 5,948 $ 7,090 $ 5,948 |
Business segment information
Business segment information | 9 Months Ended |
Sep. 30, 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,” a non-GAAP financial measure). Adjusted EBITDA represents earnings before interest income (expense), income taxes, depreciation, and amortization and excludes the impact of share-based compensation, gains and losses related to changes in foreign exchange rates, charges related to the SeaSpine merger and other strategic investments, acquisition-related fair value adjustments, legal judgments and settlements, charges related to initial compliance with regulations set forth by the European Union Medical Device Regulation, and certain other activities. Corporate activities are comprised of operating expenses not directly identifiable within the two reporting segments, such as human resources, finance, legal, and information technology functions. The table below presents adjusted EBITDA by reporting segment: Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Adjusted EBITDA by reporting segment Global Spine $ 22,593 $ 16,601 $ 58,832 $ 45,244 Global Orthopedics 477 2,648 386 2,624 Corporate ( 9,549 ) ( 4,994 ) ( 32,574 ) ( 15,081 ) Consolidated adjusted EBITDA $ 13,521 $ 14,255 $ 26,644 $ 32,787 Reconciling items: Interest expense, net $ 1,576 $ 277 $ 4,131 $ 1,059 Depreciation and amortization 13,097 7,570 39,094 21,598 Share-based compensation expense 6,274 4,729 32,540 13,521 Foreign exchange impact 1,909 3,253 1,057 7,486 SeaSpine merger-related costs 5,416 — 34,362 — Strategic investments 913 3,390 1,883 6,184 Acquisition-related fair value adjustments 7,122 419 26,907 ( 15,795 ) Legal judgments/settlements 3,851 125 5,611 466 Medical device regulation 1,840 2,590 7,519 6,883 Business interruption - COVID-19 — 1,215 — 1,874 All other ( 92 ) 59 170 230 Loss before income taxes $ ( 28,385 ) $ ( 9,372 ) $ ( 126,630 ) $ ( 10,719 ) Geographical information The table below presents net sales by geographic destination for each reporting segment and for the consolidated Company: Three Months Ended Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Global Spine U.S. $ 145,764 $ 81,414 $ 432,581 $ 244,379 International 8,588 4,772 28,953 15,244 Total Global Spine 154,352 86,186 461,534 259,623 Global Orthopedics U.S. 7,482 6,588 21,341 18,818 International 22,172 21,222 63,351 60,043 Total Global Orthopedics 29,654 27,810 84,692 78,861 Consolidated U.S. 153,246 88,002 453,922 263,197 International 30,760 25,994 92,304 75,287 Net sales $ 184,006 $ 113,996 $ 546,226 $ 338,484 |
Acquisition-Related Amortizatio
Acquisition-Related Amortization and Remeasurement | 9 Months Ended |
Sep. 30, 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) recognized 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 Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Amortization of acquired intangibles $ 4,370 $ 2,070 $ 13,137 $ 6,122 Changes in fair value of contingent consideration ( 800 ) ( 986 ) ( 2,100 ) ( 17,200 ) Acquired IPR&D — 1,400 — 1,400 Total $ 3,570 $ 2,484 $ 11,037 $ ( 9,678 ) |
Share-based compensation
Share-based compensation | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Cost of sales $ 463 $ 195 $ 1,416 $ 611 Sales and marketing 2,092 948 6,892 2,929 General and administrative 2,832 3,285 21,103 9,461 Research and development 887 301 3,129 520 Total $ 6,274 $ 4,729 $ 32,540 $ 13,521 Three Months Ended Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Stock options $ 1,429 $ 294 $ 6,582 $ 858 Time-based restricted stock awards and units 4,263 2,467 24,344 7,047 Market-based / performance-based restricted stock units 54 1,626 167 4,567 Stock purchase plan 528 342 1,447 1,049 Total $ 6,274 $ 4,729 $ 32,540 $ 13,521 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 1.9 million shares of Orthofix common stock and 0.5 million 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. During the three months ended September 30, 2023, and 2022 , the Company issued 16,411 and 7,057 shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units. During the nine months ended September 30, 2023, and 2022 , the Company issued 0.5 million and 0.2 million shares, respectively, of common stock related to stock purchase plan issuances, stock option exercises, and the vesting of restricted stock awards and units. On September 12, 2023, the Company announced the termination of the Company's former Chief Executive Officer, former Chief Financial Officer, and former Chief Legal Officer. This change in leadership resulted in a recognized benefit of $ 1.1 million and $ 0.1 million for the three and nine months ended September 30, 2023 , related to the forfeiture of outstanding equity grants, net of any incremental share-based compensation expense related to interim leaders appointed to these roles. |
Income taxes
Income taxes | 9 Months Ended |
Sep. 30, 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 benefited by the Company’s U.S. and Italian operations, the Company determined the estimated annual effective tax rate method would not provide a reliable estimate of the Company’s overall annual effective tax rate. As such, the Company has calculated the tax provision using the actual effective rate for the three and nine months ended September 30, 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 September 30, 2023, and 2022, the effective tax rate was ( 1.7 %) and ( 14.3 %) , respectively. For the nine months ended September 30, 2023, and 2022, the effective tax rate was ( 2.0 %) and ( 18.4 %) , respectively. The primary factors affecting the Company’s effective tax rate for the three and nine months ended September 30, 2023 , were certain losses not benefitted and tax amortization on certain acquired intangibles. |
Earnings per share ("EPS")
Earnings per share ("EPS") | 9 Months Ended |
Sep. 30, 2023 | |
Earnings Per Share [Abstract] | |
Earnings per share ("EPS") | 15. Earnings per share (“EPS”) For the three and nine months ended September 30, 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 Nine Months Ended (Unaudited, In thousands) 2023 2022 2023 2022 Weighted average common shares-basic 37,249 20,091 36,588 20,007 Effect of dilutive securities Unexercised stock options and stock purchase plan — — — — Unvested restricted stock units — — — — Weighted average common shares-diluted 37,249 20,091 36,588 20,007 There were 6.3 million and 2.4 million weighted average outstanding stock options and restricted stock units not included in the diluted EPS computation for the three months ended September 30, 2023, and 2022 , respectively, and 6.8 million and 2.2 million weighted average outstanding stock options and restricted stock units not included in the diluted EPS computation for the nine months ended September 30, 2023, and 2022 , respectively, because inclusion of these awards was anti-dilutive. |
Goodwill
Goodwill | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill | 16. Goodwill The Company tests goodwill at least annually for impairment. The Company tests more frequently if indicators are present or changes in circumstances suggest that impairment may exist. These indicators include, among others, declines in sales, earnings or cash flows, or the development of a material adverse change in the business climate. The Company assesses goodwill for impairment at the reporting unit level, which is defined as an operating segment or one level below an operating segment. In the third quarter of 2023, the Company announced the termination of the former President and Chief Executive Officer, former Chief Financial Officer, and former Chief Legal Officer, from their respective roles. Immediately following the announcement, the Company's market capitalization decreased by approximately 30 %, indicating that an impairment may exist. As a result, the Company performed an interim quantitative assessment of its goodwill as of September 30, 2023. The Company estimated the fair value of each reporting unit using a weighted average of the fair value derived from both an income approach and a market approach (all Level 3 fair value measurements). Upon performing its assessment, the Company determined its Global Spine reporting unit's fair value exceed its carrying value of net assets as of September 30, 2023. The following table presents the net carrying value of goodwill as of September 30, 2023, and any activity recognized during the year-to-date period, including accumulated goodwill impairment losses by reportable segment: (Unaudited, U.S. Dollars, in thousands) Balance as of Goodwill Acquired in the Merger with SeaSpine Impairment Recognized within Acquisition-related Amortization and Remeasurement Balance as of Global Spine - Gross $ 71,317 $ 123,450 $ — $ 194,767 Global Spine - Accumulated Impairment Loss — — — $ — Global Spine - Net $ 71,317 $ 123,450 $ — $ 194,767 Global Orthopedics - Gross $ 11,822 $ — $ — $ 11,822 Global Orthopedics - Accumulated Impairment Loss ( 11,822 ) — — $ ( 11,822 ) Global Orthopedics - Net $ — $ — $ — $ — Goodwill, net of accumulated impairment losses $ 71,317 $ 123,450 $ — $ 194,767 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | 17. Subsequent Events As further described above in Note 6, on November 6, 2023, the Company, as borrower, and certain subsidiaries of the Company as guarantors, entered into a Financing Agreement (the “Financing Agreement”) with Blue Torch Finance LLC, as administrative agent and collateral agent (the “Agent”), and certain lenders party thereto. The Financing Agreement provides for a $ 100 million senior secured term loan (the “Initial Term Loan”), a $ 25 million senior secured delayed draw term loan facility (the “Delayed Draw Term Loan”), and a $ 25 million senior secured revolving credit facility (the “Revolving Credit Facility,” and together with the Initial Term Loan and the Delayed Draw Term Loan, the “Credit Facilities”), each of which mature on November 6, 2027 . In connection with entering into the Financing Agreement, the Company repaid in full amounts outstanding and terminated all commitments under the Prior Credit Agreement. The Initial Term Loan was fully funded on November 6, 2023. As of the date of this filing (November 8, 2023), the Company had no t made any borrowings under the Delayed Draw Term Loan or the Revolving Credit Facility. |
Recently adopted accounting s_2
Recently adopted accounting standards, recently issued accounting pronouncements (Policies) | 9 Months Ended |
Sep. 30, 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, Revenue from Contracts with Customers . 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. Disclosure Improvements - Codification Amendments in Response to the SEC's Disclosure Update and Simplification Initiative (ASU 2023-06) Adds interim and annual disclosure requirements to a variety of subtopics in the Accounting Standards Codification, including those focusing on accounting changes, earnings per share, debt and repurchase agreements. The guidance will be applied prospectively. The effective date will be the date when the SEC's removal of the related disclosure requirement becomes effective, with early adoption prohibited. Various The Company is currently evaluating the impact this ASU may have on its consolidated financial statements. Other recently issued ASUs, excluding those ASUs that 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) | 9 Months Ended |
Sep. 30, 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. Certain acquired assets and liabilities assumed were valued utilizing Level 3 inputs and assumptions. 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. 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. Subsequent adjustments to the preliminary purchase price allocation could be material. (Unaudited, U.S. Dollars, in thousands) Previously Reported Adjustments As Revised Assigned Useful Life Assets acquired: Current assets Cash and cash equivalents $ 29,419 $ — $ 29,419 Accounts receivable, net 35,313 — 35,313 Inventories 132,636 — 132,636 Prepaid expenses and other current assets 4,590 — 4,590 Total current assets 201,958 — 201,958 Property, plant, and equipment, net 68,863 — 68,863 Customer relationships 33,100 — 33,100 13 years Developed technology 47,200 — 47,200 6 - 8 years In-process research and development ("IPR&D") 5,750 — 5,750 Indefinite Other long-term assets 20,501 — 20,501 Total identifiable assets acquired $ 377,372 $ — $ 377,372 Liabilities assumed : Current liabilities Accounts payable $ 21,602 $ — $ 21,602 Other current liabilities 40,304 3,040 43,344 Total current liabilities 61,906 3,040 64,946 Long-term borrowings under SeaSpine credit facility 26,298 — 26,298 Other long-term liabilities 32,833 — 32,833 Total liabilities assumed 121,037 3,040 124,077 Net identifiable assets acquired $ 256,335 $ ( 3,040 ) $ 253,295 Total fair value of consideration transferred 376,745 — 376,745 Residual goodwill $ 120,410 $ 3,040 $ 123,450 |
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 necessarily indicative of the results of operations that would have been achieved if the Merger closed as of January 1, 2022. Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in millions) 2023 2022 2023 2022 Net sales $ 184.0 $ 181.1 $ 546.2 $ 512.6 Net loss $ ( 21.2 ) $ ( 32.5 ) $ ( 96.5 ) $ ( 102.4 ) |
Summary of Integration Costs Incurred | The following table summarizes integration costs incurred for the three and nine months ended September 30, 2023, and 2022. Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in millions) 2023 2022 2023 2022 Compensation-related integration costs $ 2.6 $ — $ 16.5 $ — International spine restructuring 1.1 — 1.1 — Fee paid to financial advisor to the Merger — — 5.5 — Professional fees / consulting fees 0.2 — 5.2 — Product rationalization charges 1.3 — 6.1 — Other costs to complete 0.1 — 1.3 — Total $ 5.3 $ — $ 35.7 $ — |
Summary of Restructuring Costs | The table below provides a summary of restructuring costs incurred during the period and the resulting liability as of September 30, 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 $ — $ 12.2 $ ( 5.2 ) $ 7.0 Retention costs — 4.0 ( 0.4 ) 3.6 Payroll taxes — 0.5 ( 0.1 ) 0.4 Total $ — $ 16.7 $ ( 5.7 ) $ 11.0 |
Inventories (Tables)
Inventories (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Inventory Disclosure [Abstract] | |
Schedule of Inventories | Inventories were as follows: (Unaudited, U.S. Dollars, in thousands) September 30, December 31, Raw materials $ 26,422 $ 17,035 Work-in-process 54,631 19,243 Finished products 140,692 63,872 Inventories $ 221,745 $ 100,150 |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Summary of Lease Portfolio | A summary of the Company’s lease portfolio as of September 30, 2023, and December 31, 2022, is presented in the table below: (Unaudited, U.S. Dollars, in thousands) Classification September 30, December 31, Right-of-use assets ("ROU assets") Operating leases Other long-term assets $ 19,765 $ 6,788 Finance leases Property, plant and equipment, net 16,599 17,360 Total ROU assets $ 36,364 $ 24,148 Lease Liabilities Current Operating leases Other current liabilities $ 3,259 $ 1,638 Finance leases Current portion of finance lease liability 693 652 Long-term Operating leases Other long-term liabilities 17,171 5,376 Finance leases Long-term portion of finance lease liability 18,715 19,239 Total lease liabilities $ 39,838 $ 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) Nine Months Ended Nine Months Ended Cash paid for amounts included in the measurement of lease liabilities Operating cash flows from operating leases $ 5,538 $ 3,001 Operating cash flows from finance leases 643 665 Financing cash flows from finance leases 483 2,441 ROU assets obtained in exchange for lease obligations Operating leases 15,771 5,429 Finance leases — — |
Long-term debt (Tables)
Long-term debt (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Summary of Borrowing Activities | The table below provides a summary of borrowing activities during the nine months ended September 30, 2023: (Unaudited, U.S. Dollars, in thousands) Balance as of Long-term Borrowings Assumed Under the SeaSpine Credit Facility Additional Borrowings Pre-payment Penalty Incurred to Interest Expense, Net Repayments Made Balance as of SeaSpine credit facility $ — $ 26,298 $ — $ 601 $ ( 26,899 ) $ — Orthofix secured revolving credit facility — — 70,000 — — 70,000 Long-term borrowings under credit facility $ — $ 26,298 $ 70,000 $ 601 $ ( 26,899 ) $ 70,000 |
Fair value measurements and i_2
Fair value measurements and investments (Tables) | 9 Months Ended |
Sep. 30, 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: September 30, December 31, (Unaudited, U.S. Dollars, in thousands) Level 1 Level 2 Level 3 Total Total Assets Neo Medical convertible loan agreements $ — $ — $ 7,670 $ 7,670 $ 7,140 Neo Medical preferred equity securities — 6,084 — 6,084 6,084 Bone Biologics equity securities — — — — — Other investments — — 1,286 1,286 1,726 Total $ — $ 6,084 $ 8,956 $ 15,040 $ 14,950 Liabilities Lattus contingent consideration $ — $ — ( 9,100 ) $ ( 9,100 ) $ — Spinal Kinetics contingent consideration — — — — — Deferred compensation plan — ( 1,413 ) — ( 1,413 ) ( 1,515 ) Total $ — $ ( 1,413 ) $ ( 9,100 ) $ ( 10,513 ) $ ( 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 September 30 $ 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 — ( 17,200 ) Spinal Kinetics contingent consideration estimated fair value at September 30 $ — $ — (Unaudited, U.S. Dollars, in thousands) 2023 2022 Lattus contingent consideration estimated fair value at January 5 $ 11,200 $ — Decrease in fair value recognized in acquisition-related amortization and remeasurement ( 2,100 ) — Lattus contingent consideration estimated fair value at September 30 $ 9,100 $ — |
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 367 326 Foreign currency remeasurement recognized in other expense, net 54 ( 437 ) Unrealized gain (loss) recognized in other comprehensive loss 109 ( 766 ) Conversion of Second Convertible Loan into preferred equity securities — ( 671 ) Fair value of Neo Medical Convertible Loans at September 30 $ 7,670 $ 5,600 Amortized cost basis of Neo Medical Convertible Loans at September 30 $ 6,328 $ 5,425 |
Schedule of Changes in Valuation of Securities | The following table provides quantitative information related to certain key assumptions utilized within the valuation as of September 30, 2023: (Unaudited, U.S. Dollars, in thousands) Fair Value as of Unobservable inputs Estimate Neo Medical Convertible Loan $ 7,670 Cost of equity discount rate 19.4 % Estimated equity volatility 80.6 % The following table provides quantitative information related to certain key assumptions utilized within the valuation as of September 30, 2023: (Unaudited, U.S. Dollars, in thousands) Fair Value as of Unobservable inputs Estimate Lattus Contingent Consideration $ 9,100 Counterparty discount rate 9.5 % Revenue risk-adjusted discount rate 7.0 % |
Accumulated other comprehensi_2
Accumulated other comprehensive loss (Tables) | 9 Months Ended |
Sep. 30, 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) ( 492 ) 109 ( 101 ) ( 484 ) Income taxes — — — — Balance at September 30, 2023 $ ( 2,974 ) $ 1,114 $ — $ ( 1,860 ) |
Revenue recognition and accou_2
Revenue recognition and accounts receivable (Tables) | 9 Months Ended |
Sep. 30, 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 September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Change Bone Growth Therapies $ 53,359 $ 46,531 14.7 % Spinal Implants, Biologics, and Enabling Technologies 100,993 39,655 154.7 % Global Spine 154,352 86,186 79.1 % Global Orthopedics 29,654 27,810 6.6 % Net sales $ 184,006 $ 113,996 61.4 % Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 Change Bone Growth Therapies $ 153,735 $ 136,244 12.8 % Spinal Implants, Biologics, and Enabling Technologies 307,799 123,379 149.5 % Global Spine 461,534 259,623 77.8 % Global Orthopedics 84,692 78,861 7.4 % Net sales $ 546,226 $ 338,484 61.4 % |
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 September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Product sales $ 170,666 $ 100,485 $ 506,992 $ 296,652 Marketing service fees 13,340 13,511 39,234 41,832 Net sales $ 184,006 $ 113,996 $ 546,226 $ 338,484 |
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 and nine months ended September 30, 2023 and 2022: Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Allowance for expected credit losses beginning balance $ 7,015 $ 5,589 $ 6,419 $ 4,944 Addition resulting from the Merger with SeaSpine — — 137 — Current period provision for expected credit losses 415 574 905 1,713 Write-offs charged against the allowance and other ( 214 ) 10 ( 334 ) ( 236 ) Effect of changes in foreign exchange rates ( 126 ) ( 225 ) ( 37 ) ( 473 ) Allowance for expected credit losses ending balance $ 7,090 $ 5,948 $ 7,090 $ 5,948 |
Business segment information (T
Business segment information (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Segment Reporting [Abstract] | |
Summary of EBITDA by Reporting Segment | The table below presents adjusted EBITDA by reporting segment: Three Months Ended September 30, Nine Months Ended September 30, (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Adjusted EBITDA by reporting segment Global Spine $ 22,593 $ 16,601 $ 58,832 $ 45,244 Global Orthopedics 477 2,648 386 2,624 Corporate ( 9,549 ) ( 4,994 ) ( 32,574 ) ( 15,081 ) Consolidated adjusted EBITDA $ 13,521 $ 14,255 $ 26,644 $ 32,787 Reconciling items: Interest expense, net $ 1,576 $ 277 $ 4,131 $ 1,059 Depreciation and amortization 13,097 7,570 39,094 21,598 Share-based compensation expense 6,274 4,729 32,540 13,521 Foreign exchange impact 1,909 3,253 1,057 7,486 SeaSpine merger-related costs 5,416 — 34,362 — Strategic investments 913 3,390 1,883 6,184 Acquisition-related fair value adjustments 7,122 419 26,907 ( 15,795 ) Legal judgments/settlements 3,851 125 5,611 466 Medical device regulation 1,840 2,590 7,519 6,883 Business interruption - COVID-19 — 1,215 — 1,874 All other ( 92 ) 59 170 230 Loss before income taxes $ ( 28,385 ) $ ( 9,372 ) $ ( 126,630 ) $ ( 10,719 ) |
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 Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Global Spine U.S. $ 145,764 $ 81,414 $ 432,581 $ 244,379 International 8,588 4,772 28,953 15,244 Total Global Spine 154,352 86,186 461,534 259,623 Global Orthopedics U.S. 7,482 6,588 21,341 18,818 International 22,172 21,222 63,351 60,043 Total Global Orthopedics 29,654 27,810 84,692 78,861 Consolidated U.S. 153,246 88,002 453,922 263,197 International 30,760 25,994 92,304 75,287 Net sales $ 184,006 $ 113,996 $ 546,226 $ 338,484 |
Acquisition-Related Amortizat_2
Acquisition-Related Amortization and Remeasurement (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Amortization of acquired intangibles $ 4,370 $ 2,070 $ 13,137 $ 6,122 Changes in fair value of contingent consideration ( 800 ) ( 986 ) ( 2,100 ) ( 17,200 ) Acquired IPR&D — 1,400 — 1,400 Total $ 3,570 $ 2,484 $ 11,037 $ ( 9,678 ) |
Share-based compensation (Table
Share-based compensation (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Cost of sales $ 463 $ 195 $ 1,416 $ 611 Sales and marketing 2,092 948 6,892 2,929 General and administrative 2,832 3,285 21,103 9,461 Research and development 887 301 3,129 520 Total $ 6,274 $ 4,729 $ 32,540 $ 13,521 Three Months Ended Nine Months Ended (Unaudited, U.S. Dollars, in thousands) 2023 2022 2023 2022 Stock options $ 1,429 $ 294 $ 6,582 $ 858 Time-based restricted stock awards and units 4,263 2,467 24,344 7,047 Market-based / performance-based restricted stock units 54 1,626 167 4,567 Stock purchase plan 528 342 1,447 1,049 Total $ 6,274 $ 4,729 $ 32,540 $ 13,521 |
Earnings per share ("EPS") (Tab
Earnings per share ("EPS") (Tables) | 9 Months Ended |
Sep. 30, 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 Nine Months Ended (Unaudited, In thousands) 2023 2022 2023 2022 Weighted average common shares-basic 37,249 20,091 36,588 20,007 Effect of dilutive securities Unexercised stock options and stock purchase plan — — — — Unvested restricted stock units — — — — Weighted average common shares-diluted 37,249 20,091 36,588 20,007 |
Goodwill (Tables)
Goodwill (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Net Carrying Value of Goodwill and Activity Recognized | The following table presents the net carrying value of goodwill as of September 30, 2023, and any activity recognized during the year-to-date period, including accumulated goodwill impairment losses by reportable segment: (Unaudited, U.S. Dollars, in thousands) Balance as of Goodwill Acquired in the Merger with SeaSpine Impairment Recognized within Acquisition-related Amortization and Remeasurement Balance as of Global Spine - Gross $ 71,317 $ 123,450 $ — $ 194,767 Global Spine - Accumulated Impairment Loss — — — $ — Global Spine - Net $ 71,317 $ 123,450 $ — $ 194,767 Global Orthopedics - Gross $ 11,822 $ — $ — $ 11,822 Global Orthopedics - Accumulated Impairment Loss ( 11,822 ) — — $ ( 11,822 ) Global Orthopedics - Net $ — $ — $ — $ — Goodwill, net of accumulated impairment losses $ 71,317 $ 123,450 $ — $ 194,767 |
Recently adopted accounting s_3
Recently adopted accounting standards, recently issued accounting pronouncements - Additional Information (Detail) $ in Millions | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | |
Jan. 05, 2023 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | ||
Orthofix common shares to be issued in exchange for SeaSpine common shares | 16,047,315 | 1,700,000 |
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 | 9 Months Ended | ||||||||
Jan. 05, 2023 | Sep. 30, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Sep. 30, 2022 | Jun. 30, 2022 | Mar. 31, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||||||||
Conversion of stock, shares converted | 0.4163 | |||||||||
Goodwill | $ 194,767 | $ 194,767 | $ 71,317 | |||||||
Goodwill | 123,450 | |||||||||
Pre tax expense | $ 18,300 | |||||||||
Net sales | 184,006 | $ 113,996 | 546,226 | $ 338,484 | ||||||
Net loss | (28,857) | $ (39,426) | $ (60,938) | (10,716) | $ 2,489 | $ (4,460) | (129,221) | (12,687) | ||
SeaSpine Holdings Corporation [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | $ 123,450 | |||||||||
Adjustment to other current liabilities | $ 43,344 | |||||||||
Direct acquisition-related costs | 100 | 9,900 | ||||||||
Net sales | 62,900 | 188,200 | ||||||||
Net loss | 19,200 | 72,100 | ||||||||
Global Spine [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Goodwill | 194,767 | 194,767 | $ 71,317 | |||||||
Goodwill | 123,450 | |||||||||
Adjustment to other current liabilities | 3,000 | 3,000 | ||||||||
Net sales | $ 154,352 | $ 86,186 | $ 461,534 | $ 259,623 |
Merger and acquisitions - Summa
Merger and acquisitions - Summary of Fair Values of Assets Acquired and Liabilities Assumed (Detail) - USD ($) $ in Thousands | Jan. 05, 2023 | Sep. 30, 2023 | Dec. 31, 2022 |
Current liabilities | |||
Residual goodwill | $ 194,767 | $ 71,317 | |
SeaSpine Holdings Corporation [Member] | |||
Current assets | |||
Cash and cash equivalents | $ 29,419 | ||
Accounts receivable, net | 35,313 | ||
Inventories | 132,636 | ||
Prepaid expenses and other current assets | 4,590 | ||
Total current assets | 201,958 | ||
Property, plant, and equipment, net | 68,863 | ||
Other long-term assets | 20,501 | ||
Total identifiable assets acquired | 377,372 | ||
Current liabilities | |||
Accounts payable | 21,602 | ||
Other current liabilities | 43,344 | ||
Total current liabilities | 64,946 | ||
Long-term borrowings under credit facility | 26,298 | ||
Other long-term liabilities | 32,833 | ||
Total liabilities assumed | 124,077 | ||
Net identifiable assets acquired | 253,295 | ||
Total fair value of consideration transferred | 376,745 | ||
Residual goodwill | 123,450 | ||
SeaSpine Holdings Corporation [Member] | Customer Relationships [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | $ 33,100 | ||
Current liabilities | |||
Assigned Useful Life | 13 years | ||
SeaSpine Holdings Corporation [Member] | Developed Technology [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | $ 47,200 | ||
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 | $ 5,750 | ||
Current liabilities | |||
Assigned Useful Life | Indefinite | ||
Previously Reported [Member] | SeaSpine Holdings Corporation [Member] | |||
Current assets | |||
Cash and cash equivalents | $ 29,419 | ||
Accounts receivable, net | 35,313 | ||
Inventories | 132,636 | ||
Prepaid expenses and other current assets | 4,590 | ||
Total current assets | 201,958 | ||
Property, plant, and equipment, net | 68,863 | ||
Other long-term assets | 20,501 | ||
Total identifiable assets acquired | 377,372 | ||
Current liabilities | |||
Accounts payable | 21,602 | ||
Other current liabilities | 40,304 | ||
Total current liabilities | 61,906 | ||
Long-term borrowings under credit facility | 26,298 | ||
Other long-term liabilities | 32,833 | ||
Total liabilities assumed | 121,037 | ||
Net identifiable assets acquired | 256,335 | ||
Total fair value of consideration transferred | 376,745 | ||
Residual goodwill | 120,410 | ||
Previously Reported [Member] | SeaSpine Holdings Corporation [Member] | Customer Relationships [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | 33,100 | ||
Previously Reported [Member] | SeaSpine Holdings Corporation [Member] | Developed Technology [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | 47,200 | ||
Previously Reported [Member] | SeaSpine Holdings Corporation [Member] | In Process Research and Development [Member] | |||
Current assets | |||
Finite lived intangible assets, net acquired | 5,750 | ||
Adjustments [Member] | SeaSpine Holdings Corporation [Member] | |||
Current liabilities | |||
Other current liabilities | (3,040) | ||
Total current liabilities | (3,040) | ||
Total liabilities assumed | (3,040) | ||
Net identifiable assets acquired | 3,040 | ||
Residual goodwill | $ (3,040) |
Merger and acquisitions - Sum_2
Merger and acquisitions - Summary of Pro Forma Financial Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Combinations [Abstract] | ||||
Net sales | $ 184 | $ 181.1 | $ 546.2 | $ 512.6 |
Net loss | $ (21.2) | $ (32.5) | $ (96.5) | $ (102.4) |
Merger and acquisitions - Sum_3
Merger and acquisitions - Summary of Integration Costs Incurred (Detail) - SeaSpine Holdings Corporation [Member] - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Sep. 30, 2023 | Sep. 30, 2023 | |
Business Acquisition [Line Items] | ||
Compensation-related integration costs | $ 2.6 | $ 16.5 |
International spine restructuring | 1.1 | 1.1 |
Fee paid to financial advisor to the Merger | 5.5 | |
Professional fees / consulting fees | 0.2 | 5.2 |
Product rationalization charges | 1.3 | 6.1 |
Other costs to complete | 0.1 | 1.3 |
Total | $ 5.3 | $ 35.7 |
Merger and Acquisitions - Sum_4
Merger and Acquisitions - Summary of Restructuring Costs (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended |
Mar. 31, 2023 | Sep. 30, 2023 | |
Restructuring Cost and Reserve [Line Items] | ||
Charges Incurred | $ 18.3 | |
SeaSpine Holdings Corporation [Member] | Severance Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges Incurred | $ 12.2 | |
Payments Made | (5.2) | |
Balance as of September 30, 2023 | 7 | |
SeaSpine Holdings Corporation [Member] | Retention Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges Incurred | 4 | |
Payments Made | (0.4) | |
Balance as of September 30, 2023 | 3.6 | |
SeaSpine Holdings Corporation [Member] | Payroll Taxes [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges Incurred | 0.5 | |
Payments Made | (0.1) | |
Balance as of September 30, 2023 | 0.4 | |
SeaSpine Holdings Corporation [Member] | Total [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Charges Incurred | 16.7 | |
Payments Made | (5.7) | |
Balance as of September 30, 2023 | $ 11 |
Inventories - Schedule of Inven
Inventories - Schedule of Inventories (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Inventory Disclosure [Abstract] | ||
Raw materials | $ 26,422 | $ 17,035 |
Work-in-process | 54,631 | 19,243 |
Finished products | 140,692 | 63,872 |
Inventories | $ 221,745 | $ 100,150 |
Leases - Summary of Lease Portf
Leases - Summary of Lease Portfolio (Detail) - USD ($) $ in Thousands | Sep. 30, 2023 | Dec. 31, 2022 |
Right-of-use assets ("ROU assets") | ||
Operating leases | $ 19,765 | $ 6,788 |
Operating lease, right-of-use asset, statement of financial position [Extensible List] | Other long-term assets | Other long-term assets |
Finance leases | $ 16,599 | $ 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 | $ 36,364 | $ 24,148 |
Current | ||
Operating leases | $ 3,259 | $ 1,638 |
Operating lease, liability, current, statement of financial position [Extensible List] | Other current liabilities | Other current liabilities |
Finance leases | $ 693 | $ 652 |
Long-term | ||
Operating leases | $ 17,171 | $ 5,376 |
Operating lease, liability, noncurrent, statement of financial position [Extensible List] | Other long-term liabilities | Other long-term liabilities |
Finance leases | $ 18,715 | $ 19,239 |
Total lease liabilities | $ 39,838 | $ 26,905 |
Leases - Summary of Supplementa
Leases - Summary of Supplemental Cash Flow Information Related to Leases (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Cash paid for amounts included in the measurement of lease liabilities | ||
Operating cash flows from operating leases | $ 5,538 | $ 3,001 |
Operating cash flows from finance leases | 643 | 665 |
Financing cash flows from finance leases | 483 | 2,441 |
ROU assets obtained in exchange for lease obligations | ||
Operating leases | $ 15,771 | $ 5,429 |
Long-Term Debt - Additional Inf
Long-Term Debt - Additional Information (Detail) | 9 Months Ended | |||||||
Nov. 06, 2023 USD ($) | Jan. 05, 2023 USD ($) | Sep. 30, 2023 USD ($) | Nov. 08, 2023 USD ($) | Oct. 01, 2023 USD ($) | Sep. 30, 2023 EUR (€) | Mar. 01, 2023 USD ($) | 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 | 7.30% | 7.30% | ||||||
Interest accrued | $ 1,000,000 | |||||||
Financing Agreement [Member] | Blue Torch Finance L L C [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Line of credit facility interest rate description | Borrowings under the Credit Facilities bear interest at a floating rate, which will be, at the Company’s option, either the three-month SOFR rate (subject to a floor of 3.00% and a credit spread adjustment of 0.26161%) (the “Adjusted Term SOFR Rate”) plus an applicable margin of 7.25%, or a base rate plus an applicable margin of 6.25%. | |||||||
Financing Agreement [Member] | SOFR Rate [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Debt instrument term | 3 months | |||||||
Financing Agreement [Member] | Floor Rate [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 3% | |||||||
Financing Agreement [Member] | Credit Spread Adjustment [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 0.26161% | |||||||
Financing Agreement [Member] | Adjusted Term SOFR Rate [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 7.25% | |||||||
Financing Agreement [Member] | Base Rate [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Interest rate | 6.25% | |||||||
Revolving Credit Facility [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount outstanding under lines of credit | $ 70,000,000 | $ 40,000,000 | $ 30,000,000 | |||||
Maturity date | Oct. 25, 2024 | |||||||
Borrowings | $ 70,000,000 | $ 40,000,000 | $ 30,000,000 | |||||
Revolving Credit Facility [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount outstanding under lines of credit | $ 9,000,000 | |||||||
Borrowings | $ 9,000,000 | |||||||
Revolving Credit Facility [Member] | Financing Agreement [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount outstanding under lines of credit | $ 0 | |||||||
Maturity date | Nov. 06, 2027 | |||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||
Borrowings | 0 | |||||||
Percentage of unused line fee payable | 2% | |||||||
Initial Term Loan [Member] | Financing Agreement [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Maturity date | Nov. 06, 2027 | |||||||
Maximum borrowing capacity | $ 100,000,000 | |||||||
Delayed Draw Term Loan [Member] | Financing Agreement [Member] | Blue Torch Finance L L C [Member] | Subsequent Event [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount outstanding under lines of credit | 0 | |||||||
Maturity date | Nov. 06, 2027 | |||||||
Maximum borrowing capacity | $ 25,000,000 | |||||||
Borrowings | $ 0 | |||||||
Percentage of unused line fee payable | 1% | |||||||
Italy [Member] | ||||||||
Debt Instrument [Line Items] | ||||||||
Amount outstanding under lines of credit | 0 | |||||||
Maximum borrowing capacity | 5,800,000 | € 5,500,000 | ||||||
Borrowings | $ 0 |
Long-Term Debt - Summary of Bor
Long-Term Debt - Summary of Borrowing Activities (Details) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Sea Spine Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Beginning balance | $ 0 |
Long-term Borrowings Assumed Under the SeaSpine Credit Facility | 26,298 |
Pre-payment Penalty Incurred to Interest Expense, Net | 601 |
Repayments Made | (26,899) |
Ending balance | 0 |
Orthofix Secured Revolving Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Beginning balance | 0 |
Additional Borrowings | 70,000 |
Ending balance | 70,000 |
Long-Term Borrowings under Credit Facility [Member] | |
Debt Instrument [Line Items] | |
Beginning balance | 0 |
Long-term Borrowings Assumed Under the SeaSpine Credit Facility | 26,298 |
Additional Borrowings | 70,000 |
Pre-payment Penalty Incurred to Interest Expense, Net | 601 |
Repayments Made | (26,899) |
Ending balance | $ 70,000 |
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 | Sep. 30, 2023 | Dec. 31, 2022 |
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | $ 15,040 | $ 14,950 |
Deferred compensation plan, Liabilities | (1,413) | (1,515) |
Liabilities fair value, Total | (10,513) | (1,515) |
Lattus [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities fair value, Total | (9,100) | |
Convertible Loan Agreements [Member] | Neo Medical [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Assets fair value | 7,670 | 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 | 1,286 | $ 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 | (1,413) | |
Liabilities fair value, Total | (1,413) | |
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 | 8,956 | |
Liabilities fair value, Total | (9,100) | |
Fair Value, Inputs, Level 3 [Member] | Lattus [Member] | ||
Fair Value Assets And Liabilities Measured On Recurring And Nonrecurring Basis [Line Items] | ||
Liabilities fair value, Total | (9,100) | |
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 | 7,670 | |
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 | $ 1,286 |
Fair Value Measurements and I_4
Fair Value Measurements and Investments - Additional Information (Detail) SFr in Millions | 1 Months Ended | |||||
Jan. 05, 2023 USD ($) | Oct. 31, 2020 USD ($) | Sep. 30, 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 | $ 11,200,000 | |||||
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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 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 | 367 | 326 |
Foreign currency remeasurement recognized in other expense, net | 54 | (437) |
Unrealized gain (loss) recognized in other comprehensive loss | 109 | (766) |
Conversion of Second Convertible Loan into preferred equity securities | (671) | |
Fair value of convertible loans ending balance | 7,670 | 5,600 |
Amortized cost basis of Neo Medical Convertible Loans at June 30 | $ 6,328 | $ 5,425 |
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 | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2022 | |
Spinal Kinetics [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration estimated fair value | $ 17,200 | |
Decrease in fair value recognized in acquisition-related amortization and remeasurement | $ (17,200) | |
Lattus Spine [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Consideration transferred | $ 9,100 | |
Counterparty discount rate | 9.50% | |
Revenue risk-adjusted discount rate | 7% | |
Lattus Spine [Member] | Fair Value, Inputs, Level 3 [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Contingent consideration estimated fair value | $ 11,200 | |
Decrease in fair value recognized in acquisition-related amortization and remeasurement | (2,100) | |
Contingent consideration estimated fair value at September 30 | 9,100 | |
Neo Medical [Member] | ||
Fair Value Liabilities Measured On Recurring Basis Unobservable Input Reconciliation [Line Items] | ||
Neo Medical Convertible Loan | $ 7,670 | |
Fair value discount rate | 19.40% | |
Estimated equity volatility | 80.60% |
Commitments and Contingencies -
Commitments and Contingencies - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | |||
Jan. 05, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Other Commitments [Line Items] | |||||
Estimated sales and marketing expense (benefit) | $ 0.2 | $ 0.3 | $ 0.8 | $ 0.9 | |
Accrued other long-term liabilities | $ 7 | $ 7 | |||
SeaSpine [Member] | |||||
Other Commitments [Line Items] | |||||
Number of shares issued under acquisition | 16,047,315 | 1,700,000 |
Accumulated other comprehensi_3
Accumulated other comprehensive loss - Components of Changes in Accumulated Other Comprehensive Loss (Detail) $ in Thousands | 9 Months Ended |
Sep. 30, 2023 USD ($) | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | $ 336,860 |
Ending Balance | 615,483 |
Currency Translation Adjustments [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (2,482) |
Other comprehensive income (loss) | (492) |
Ending Balance | (2,974) |
Neo Medical [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | 1,005 |
Other comprehensive income (loss) | 109 |
Ending Balance | 1,114 |
Accumulated Other Comprehensive Loss [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | (1,376) |
Other comprehensive income (loss) | (484) |
Ending Balance | (1,860) |
Other Investments [Member] | |
Accumulated Other Comprehensive Income Loss [Line Items] | |
Beginning Balance | 101 |
Other comprehensive income (loss) | $ (101) |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Recognition And Accounts Receivable [Line Items] | ||||
Net sales | $ 184,006 | $ 113,996 | $ 546,226 | $ 338,484 |
Change | 61.40% | 61.40% | ||
Bone Growth Therapies [Member] | ||||
Revenue Recognition And Accounts Receivable [Line Items] | ||||
Net sales | $ 53,359 | 46,531 | $ 153,735 | 136,244 |
Change | 14.70% | 12.80% | ||
Spinal Implants, Biologics, and Enabling Technologies [Member] | ||||
Revenue Recognition And Accounts Receivable [Line Items] | ||||
Net sales | $ 100,993 | 39,655 | $ 307,799 | 123,379 |
Change | 154.70% | 149.50% | ||
Global Spine [Member] | ||||
Revenue Recognition And Accounts Receivable [Line Items] | ||||
Net sales | $ 154,352 | 86,186 | $ 461,534 | 259,623 |
Change | 79.10% | 77.80% | ||
Global Orthopedics [Member] | ||||
Revenue Recognition And Accounts Receivable [Line Items] | ||||
Net sales | $ 29,654 | $ 27,810 | $ 84,692 | $ 78,861 |
Change | 6.60% | 7.40% |
Revenue Recognition and Accou_4
Revenue Recognition and Accounts Receivable - Schedule of Components of Net Sales (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue Recognition [Abstract] | ||||
Product sales | $ 170,666 | $ 100,485 | $ 506,992 | $ 296,652 |
Marketing service fees | 13,340 | 13,511 | 39,234 | 41,832 |
Net sales | $ 184,006 | $ 113,996 | $ 546,226 | $ 338,484 |
Revenue Recognition and Accou_5
Revenue Recognition and Accounts Receivable - Schedule of Allowance for Expected Credit Losses (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Accounts, Notes, Loans and Financing Receivable [Line Items] | ||||
Allowance for expected credit losses beginning balance | $ 7,015 | $ 5,589 | $ 6,419 | $ 4,944 |
Addition resulting from the Merger with SeaSpine | 137 | |||
Current period provision for expected credit losses | 415 | 574 | 905 | 1,713 |
Write-offs charged against the allowance and other | (214) | (10) | (334) | (236) |
Effect of changes in foreign exchange rates | (126) | (225) | (37) | (473) |
Allowance for expected credit losses ending balance | $ 7,090 | $ 5,948 | $ 7,090 | $ 5,948 |
Business Segment Information -
Business Segment Information - Additional Information (Detail) | 9 Months Ended |
Sep. 30, 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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Segment Reporting Information [Line Items] | ||||
Consolidated adjusted EBITDA | $ 13,521 | $ 14,255 | $ 26,644 | $ 32,787 |
Interest expense, net | 1,576 | 277 | 4,131 | 1,059 |
Depreciation and amortization | 13,097 | 7,570 | 39,094 | 21,598 |
Share-based compensation expense | 6,274 | 4,729 | 32,540 | 13,521 |
Foreign exchange impact | 1,909 | 3,253 | 1,057 | 7,486 |
SeaSpine merger-related costs | 5,416 | 34,362 | ||
Strategic investments | 913 | 3,390 | 1,883 | 6,184 |
Acquisition-related fair value adjustments | 7,122 | 419 | 26,907 | (15,795) |
Legal judgments/settlements | 3,851 | 125 | 5,611 | 466 |
Medical device regulation | 1,840 | 2,590 | 7,519 | 6,883 |
Business interruption - COVID-19 | 1,215 | 1,874 | ||
All other | (92) | 59 | 170 | 230 |
Loss before income taxes | (28,385) | (9,372) | (126,630) | (10,719) |
Operating Segments [Member] | Global Spine [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated adjusted EBITDA | 22,593 | 16,601 | 58,832 | 45,244 |
Operating Segments [Member] | Global Orthopedics [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated adjusted EBITDA | 477 | 2,648 | 386 | 2,624 |
Corporate, Non-Segment [Member] | ||||
Segment Reporting Information [Line Items] | ||||
Consolidated adjusted EBITDA | $ (9,549) | $ (4,994) | $ (32,574) | $ (15,081) |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 184,006 | $ 113,996 | $ 546,226 | $ 338,484 |
Global Spine [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 154,352 | 86,186 | 461,534 | 259,623 |
Global Orthopedics [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 29,654 | 27,810 | 84,692 | 78,861 |
U.S. [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 153,246 | 88,002 | 453,922 | 263,197 |
U.S. [Member] | Global Spine [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 145,764 | 81,414 | 432,581 | 244,379 |
U.S. [Member] | Global Orthopedics [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 7,482 | 6,588 | 21,341 | 18,818 |
International [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 30,760 | 25,994 | 92,304 | 75,287 |
International [Member] | Global Spine [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | 8,588 | 4,772 | 28,953 | 15,244 |
International [Member] | Global Orthopedics [Member] | ||||
Revenues from External Customers and Long-Lived Assets [Line Items] | ||||
Net sales | $ 22,172 | $ 21,222 | $ 63,351 | $ 60,043 |
Acquisition-Related Amortizat_3
Acquisition-Related Amortization and Remeasurement - Components of Acquisition-Related Amortization and Remeasurement (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Acquisition Related Amortization And Remeasurement [Abstract] | ||||
Amortization of acquired intangibles | $ 4,370 | $ 2,070 | $ 13,137 | $ 6,122 |
Changes in fair value of contingent consideration | (800) | (986) | (2,100) | (17,200) |
Acquired IPR&D | 1,400 | 1,400 | ||
Total | $ 3,570 | $ 2,484 | $ (11,037) | $ (9,678) |
Share-based Compensation - Sche
Share-based Compensation - Schedule of Components of Share-Based Compensation Expense (Detail) - USD ($) $ in Thousands | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | $ 6,274 | $ 4,729 | $ 32,540 | $ 13,521 |
Employee Stock Option | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | 1,429 | 294 | 6,582 | 858 |
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 | 4,263 | 2,467 | 24,344 | 7,047 |
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 | 54 | 1,626 | 167 | 4,567 |
Stock purchase plan [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | 528 | 342 | 1,447 | 1,049 |
Cost of sales [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | 463 | 195 | 1,416 | 611 |
Sales and marketing [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | 2,092 | 948 | 6,892 | 2,929 |
General and administrative [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | 2,832 | 3,285 | 21,103 | 9,461 |
Research and development [Member] | ||||
Employee Service Share-based Compensation, Allocation of Recognized Period Costs [Line Items] | ||||
Allocated share based compensation expense | $ 887 | $ 301 | $ 3,129 | $ 520 |
Share-based Compensation - Addi
Share-based Compensation - Additional Information (Detail) - USD ($) $ in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Shares issued under stock purchase plan, stock option exercises and restricted stock awards and units | 16,411 | 7,057 | 500,000 | 200,000 |
Change in leadership, recognized benefit | $ 1.1 | $ 0.1 | ||
SeaSpine [Member] | ||||
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] | ||||
Number of options issued in connection with conversion of awards | 1,900,000 | |||
Number of time based RSU issued in exchange for equity awards | 500,000 |
Income Taxes - Additional Infor
Income Taxes - Additional Information (Detail) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Components Of Income Tax Expense Benefit [Line Items] | ||||
Income tax effective rate | (1.70%) | (14.30%) | (2.00%) | (18.40%) |
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 | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Earnings Per Share [Line Items] | ||||
Weighted average common shares-basic | 37,249 | 20,091 | 36,588 | 20,007 |
Effect of dilutive securities | ||||
Weighted average common shares-diluted | 37,249 | 20,091 | 36,588 | 20,007 |
Earnings Per Share ("EPS") - Ad
Earnings Per Share ("EPS") - Additional Information (Detail) - shares shares in Millions | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 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 | 6.3 | 2.4 | 6.8 | 2.2 |
Goodwill - Additional Informati
Goodwill - Additional Information (Detail) | 3 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Percentage of market capitalization decreased due to termination | 30% |
Goodwill - Schedule of Net Carr
Goodwill - Schedule of Net Carrying Value of Goodwill and Activity Recognized (Detail) - USD ($) $ in Thousands | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Goodwill [Line Items] | ||
Goodwill, net Beginning Balance | $ 71,317 | |
Goodwill acquired in the merger, net | 123,450 | |
Goodwill, net Ending Balance | 194,767 | |
Global Spine [Member] | ||
Goodwill [Line Items] | ||
Goodwill, gross Beginning balance | 71,317 | |
Goodwill acquired in the merger, gross | 123,450 | |
Goodwill, gross Ending balance | 194,767 | |
Goodwill, net Beginning Balance | 71,317 | |
Goodwill acquired in the merger, net | 123,450 | |
Goodwill, net Ending Balance | 194,767 | |
Global Orthopedics [Member] | ||
Goodwill [Line Items] | ||
Goodwill, gross Beginning balance | 11,822 | |
Goodwill, gross Ending balance | 11,822 | |
Accumulated impairment loss | $ (11,822) | $ (11,822) |
Subsequent Events - Additional
Subsequent Events - Additional Information (Detail) - USD ($) | 9 Months Ended | |||||
Nov. 06, 2023 | Sep. 30, 2023 | Nov. 08, 2023 | Oct. 01, 2023 | Mar. 01, 2023 | Jan. 03, 2023 | |
Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings | $ 70,000,000 | $ 40,000,000 | $ 30,000,000 | |||
Maturity date | Oct. 25, 2024 | |||||
Subsequent Event [Member] | Initial Term Loan [Member] | Blue Torch Finance LLC [Member] | Financing Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $ 100,000,000 | |||||
Maturity date | Nov. 06, 2027 | |||||
Subsequent Event [Member] | Delayed Draw Term Loan [Member] | Blue Torch Finance LLC [Member] | Financing Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $ 25,000,000 | |||||
Borrowings | $ 0 | |||||
Maturity date | Nov. 06, 2027 | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Borrowings | $ 9,000,000 | |||||
Subsequent Event [Member] | Revolving Credit Facility [Member] | Blue Torch Finance LLC [Member] | Financing Agreement [Member] | ||||||
Subsequent Event [Line Items] | ||||||
Maximum borrowing capacity | $ 25,000,000 | |||||
Borrowings | $ 0 | |||||
Maturity date | Nov. 06, 2027 |