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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2025
OR
☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______ to _______
Commission file number: 001-38242
OrthoPediatrics Corp.
(Exact name of registrant as specified in its charter)

Delaware | 26-1761833
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification Number)

2850 Frontier Drive Warsaw, IN 46582 | (574) 268-6379
(Address of principal executive offices, including zip code) | (Registrant’s telephone number, including area code)

Title of Each Class |  | Trading Symbol(s) |  | Name of each exchange on which registered
Common Stock, $0.00025 par value per share |  | KIDS |  | Nasdaq Global Market

________________________________________________________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer | ☐ | Accelerated filer | ☒
Non-accelerated filer | ☐ | Smaller reporting company | ☐
Emerging growth company | ☐ |  |

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of May 5, 2025, the registrant had 24,769,049 outstanding shares of common stock, $0.00025 par value per share.

OrthoPediatrics Corp.
Form 10-Q
For the Quarterly Period Ended March 31, 2025
TABLE OF CONTENTS

|  | Page No.
Note Regarding Forward-Looking Statements | 3
PART I. FINANCIAL INFORMATION |
Item 1 | Financial Statements (unaudited) | 4
| Condensed Consolidated Balance Sheets - March 3 1, 202 5 and December 31, 20 24 | 4
| Condensed Consolidated Statements of Operations - Three Months Ended March 3 1, 202 5 and 202 4 | 5
| Condensed Consolidated Statements of Comprehensive Loss - Three Months Ended March 3 1, 202 5 and 20 2 4 | 6
| Condensed Consolidated Statements of Stockholders' Equity - Three Months Ended March 3 1, 202 5 and 202 4 | 7
| Condensed Consolidated Statements of Cash Flows - Three Months Ended March 3 1, 202 5 and 202 4 | 9
| Notes to Condensed Consolidated Financial Statements | 10
Item 2 | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 25
Item 3 | Quantitative and Qualitative Disclosures About Market Risk | 32
Item 4 | Controls and Procedures | 32
PART II. OTHER INFORMATION |
Item 1 | Legal Proceedings | 33
Item 1A | Risk Factors | 33
Item 2 | Unregistered Sales of Equity Securities and Use of Proceeds | 34
Item 3 | Defaults Upon Senior Securities | 34
Item 4 | Mine Safety Disclosures | 34
Item 5 | Other Information | 34
Item 6 | Exhibits | 34
Exhibit Index | 36
Signatures | 38

NOTE REGARDING FORWARD-LOOKING STATEMENTS
All statements, other than statements of historical facts, contained in this quarterly report, including statements regarding our business, operations and financial performance and condition, as well as our plans, objectives and expectations for our business, operations and financial performance and condition, are forward-looking statements. You can often identify forward-looking statements by words such as "anticipate," "believe," "continue," "could," "estimate," "expect," "intend," "may," "might," "target," "ongoing," "plan," "potential," "predict," "project," "should," "will" or "would," or the negative of these terms or other terms. Forward-looking statements involve known and unknown risks, uncertainties and other factors, such as the impact of widespread health emergencies, such as COVID-19 and respiratory syncytial virus, that may cause our results, activity levels, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements. Forward-looking statements may include, among other things, statements relating to:
•our ability to achieve or sustain profitability in the future;
•our ability to raise additional capital to fund our existing commercial operations, develop and commercialize new products and expand our operations;
•our ability to commercialize our products in development and to develop and commercialize additional products through our research and development efforts, and if we fail to do so we may be unable to compete effectively;
•our ability to generate sufficient revenue from the commercialization of our products to achieve and sustain profitability;
•our ability to comply with extensive government regulation and oversight both in the United States and abroad;
•our ability to maintain and expand our network of third-party independent sales agencies and distributors to market and distribute our products; and
•our ability to protect our intellectual property rights or if we are accused of infringing on the intellectual property rights of others.
We cannot assure you that forward-looking statements will prove to be accurate, and you are encouraged not to place undue reliance on forward-looking statements. Actual results or events could differ materially from the plans, intentions and expectations expressed or implied by the forward-looking statements. You are urged to carefully review and consider the various disclosures made by us in this quarterly report, in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 5, 2025 and in other reports filed with the SEC that discuss the risks and factors that may affect our business. Other than as required by law, we undertake no obligation to update or revise any forward-looking statements to reflect new information, events or circumstances occurring after the date of this quarterly report.
3

PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Unaudited)
(In Thousands, Except Share Data)

| March 31, 2025 |  | December 31, 2024
ASSETS
Current assets: |  |  |
Cash | $ | 33,439 |  |  | $ | 43,820 |
Restricted cash | 1,990 |  |  | 1,957 |
Short-term investments | 25,333 |  |  | 25,013 |
Accounts receivable - trade, net of allowances of $1,242 and $1,145, respectively | 43,993 |  |  | 42,357 |
Inventories, net | 119,752 |  |  | 117,005 |
Prepaid expenses and other current assets | 7,552 |  |  | 7,021 |
Total current assets | 232,059 |  |  | 237,173 |
Property and equipment, net | 52,622 |  |  | 50,596 |
Other assets: |  |  |
Amortizable intangible assets, net | 62,348 |  |  | 64,427 |
Goodwill | 93,673 |  |  | 93,844 |
Other intangible assets | 16,736 |  |  | 16,752 |
Other non-current assets | 12,812 |  |  | 10,417 |
Total other assets | 185,569 |  |  | 185,440 |
Total assets | $ | 470,250 |  |  | $ | 473,209 |
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities: |  |  |
Accounts payable - trade | $ | 14,199 |  |  | $ | 8,908 |
Accrued compensation and benefits | 11,325 |  |  | 13,888 |
Current portion of long-term debt with affiliate | 162 |  |  | 160 |
Current portion of acquisition installment payable | 1,368 |  |  | 1,347 |
Other current liabilities | 10,451 |  |  | 9,659 |
Total current liabilities | 37,505 |  |  | 33,962 |
Long-term liabilities: |  |  |
Long-term term loan | 24,013 |  |  | 23,957 |
Long-term convertible note | 48,040 |  |  | 47,913 |
Long-term debt with affiliate, net of current portion | 410 |  |  | 451 |
Other long-term debt, net of current portion | 563 |  |  | 635 |
Acquisition installment payable, net of current portion | 2,493 |  |  | 2,452 |
Deferred income taxes | 3,389 |  |  | 3,381 |
Other long-term liabilities | 6,691 |  |  | 5,892 |
Total long-term liabilities | 85,599 |  |  | 84,681 |
Total liabilities | 123,104 |  |  | 118,643 |
Stockholders' equity: |  |  |
Common stock, $0.00025 par value; 50,000,000 shares authorized; 24,827,977 shares and 24,217,508 shares issued as of March 31, 2025 and December 31, 2024, respectively | 6 |  |  | 6 |
Additional paid-in capital | 604,989 |  |  | 600,897 |
Accumulated deficit | (246,223) |  |  | (235,564) |
Accumulated other comprehensive loss | (11,626) |  |  | (10,773) |
Total stockholders' equity | 347,146 |  |  | 354,566 |
Total liabilities and stockholders' equity | $ | 470,250 |  |  | $ | 473,209 |

See notes to condensed consolidated financial statements.
4

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In Thousands, Except Share and Per Share Data)

| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |  |  |  |  |
Net revenue | $ | 52,411 |  |  | $ | 44,685 |  |  |  |  |  |  |  |  |
Cost of revenue | 14,149 |  |  | 12,511 |  |  |  |  |  |  |  |  |
Gross profit | 38,262 |  |  | 32,174 |  |  |  |  |  |  |  |  |
Operating expenses: |  |  |  |  |  |  |  |  |  |  |
Sales and marketing | 16,572 |  |  | 14,169 |  |  |  |  |  |  |  |  |
General and administrative | 30,280 |  |  | 24,730 |  |  |  |  |  |  |  |  |
Restructuring | 40 |  |  | — |  |  |  |  |  |  |  |  |
Research and development | 2,351 |  |  | 2,998 |  |  |  |  |  |  |  |  |
Total operating expenses | 49,243 |  |  | 41,897 |  |  |  |  |  |  |  |  |
Operating loss | (10,981) |  |  | (9,723) |  |  |  |  |  |  |  |  |
Other (income) expense: |  |  |  |  |  |  |  |  |  |  |
Interest expense, net | 1,126 |  |  | 637 |  |  |  |  |  |  |  |  |
Other income | (1,644) |  |  | (24) |  |  |  |  |  |  |  |  |
Total other (income) expense, net | (518) |  |  | 613 |  |  |  |  |  |  |  |  |
Net loss before income taxes | $ | (10,463) |  |  | $ | (10,336) |  |  |  |  |  |  |  |  |
Income tax charge (benefit) | 196 |  |  | (2,531) |  |  |  |  |  |  |  |  |
Net loss | $ | (10,659) |  |  | $ | (7,805) |  |  |  |  |  |  |  |  |
Weighted average shares outstanding |  |  |  |  |  |  |  |  |  |  |
Basic and diluted | 23,230,871 |  |  | 22,820,779 |  |  |  |  |  |  |  |  |
Net loss per share |  |  |  |  |  |  |  |  |  |  |
Basic and diluted | $ | (0.46) |  |  | $ | (0.34) |  |  |  |  |  |  |  |  |

See notes to condensed consolidated financial statements.
5

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS
(Unaudited) (In Thousands)

| Three Months Ended March 31, |  |
| 2025 |  | 2024 |  |  |  |
Net loss | $ | (10,659) |  |  | $ | (7,805) |  |  |  |  |
Other comprehensive loss: |  |  |  |  |  |  |
Foreign currency translation adjustment | (929) |  |  | (1,426) |  |  |  |  |
Unrealized gain on short-term investments | 69 |  |  | 109 |  |  |  |  |
Adjustment for realized gains (loss) | 7 |  |  | (118) |  |  |  |  |
Other comprehensive loss, net of tax | (853) |  |  | (1,435) |  |  |  |  |
Comprehensive loss | $ | (11,512) |  |  | $ | (9,240) |  |  |  |  |

See notes to condensed consolidated financial statements.
6

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In Thousands, Except Share Data)

|  |  |  |  |  |  |  |  |  | Three Months Ended March 31, 2025
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |
|  |  |  |  |  |  |  |  |  |  |  | Additional |  |  |  | Other |  | Total
|  |  |  |  |  | Common Stock |  |  |  | Paid-in |  | Accumulated |  | Comprehensive |  | Stockholders'
|  |  |  |  |  |  |  |  |  | Shares |  | Value |  |  |  |  |  | Capital |  | Deficit |  | Loss |  | Equity
Balance at January 1, 2025 |  |  |  |  |  |  |  |  |  | 24,217,508 |  |  | $ | 6 |  |  |  |  |  |  | $ | 600,897 |  |  | $ | (235,564) |  |  | $ | (10,773) |  |  | $ | 354,566 |
Net loss |  |  |  |  |  |  |  |  |  | — |  |  | — |  |  |  |  |  |  | — |  |  | (10,659) |  |  | — |  |  | (10,659) |
Other comprehensive loss |  |  |  |  |  |  |  |  |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | (853) |  |  | (853) |
Restricted stock |  |  |  |  |  |  |  |  |  | 601,547 |  |  | — |  |  |  |  |  |  | 3,859 |  |  | — |  |  | — |  |  | 3,859 |
Issuance of common stock |  |  |  |  |  |  |  |  |  | 8,922 |  |  | — |  |  |  |  |  |  | 233 |  |  | — |  |  | — |  |  | 233 |
Balance at March 31, 2025 |  |  |  |  |  |  |  |  |  | 24,827,977 |  |  | $ | 6 |  |  |  |  |  |  | $ | 604,989 |  |  | $ | (246,223) |  |  | $ | (11,626) |  |  | $ | 347,146 |

See notes to condensed consolidated financial statements.
7

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY
(Unaudited)
(In Thousands, Except Share Data)

|  |  |  |  | Three Months Ended March 31, 2024
|  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  | Accumulated |  |
|  |  |  |  |  |  |  |  |  |  |  |  | Additional |  |  |  | Other |  | Total
|  |  |  |  | Common Stock |  |  |  | Paid-in |  | Accumulated |  | Comprehensive |  | Stockholders'
|  |  |  |  | Shares |  | Value |  |  |  |  |  | Capital |  | Deficit |  | Loss |  | Equity
Balance at January 1, 2024 |  |  |  |  | 23,278,408 |  |  | $ | 6 |  |  |  |  |  |  | $ | 580,287 |  |  | $ | (197,742) |  |  | $ | (5,526) |  |  | $ | 377,025 |
Net loss |  |  |  |  | — |  |  | — |  |  |  |  |  |  | — |  |  | (7,805) |  |  | — |  |  | (7,805) |
Other comprehensive loss |  |  |  |  | — |  |  | — |  |  |  |  |  |  | — |  |  | — |  |  | (1,435) |  |  | (1,435) |
Restricted stock |  |  |  |  | 162,003 |  |  | — |  |  |  |  |  |  | 2,799 |  |  | — |  |  | — |  |  | 2,799 |
Balance at March 31, 2024 |  |  |  |  | 23,440,411 |  |  | $ | 6 |  |  |  |  |  |  | $ | 583,086 |  |  | $ | (205,547) |  |  | $ | (6,961) |  |  | $ | 370,584 |

See notes to condensed consolidated financial statements.
8

ORTHOPEDIATRICS CORP.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited) (In Thousands)

| Three Months Ended March 31, |  |  |  |
| 2025 |  | 2024 |  |  |  |
OPERATING ACTIVITIES |  |  |  |  |
Net loss | $ | (10,659) |  |  | $ | (7,805) |  |  |  |  |
Adjustments to reconcile net loss to net cash used in operating activities: |  |  |  |  |  |  |
Depreciation and amortization | 5,048 |  |  | 5,028 |  |  |  |  |
Stock-based compensation | 3,859 |  |  | 2,799 |  |  |  |  |
Accretion of acquisition installment payable | 62 |  |  | 281 |  |  |  |  |
Deferred income taxes | 196 |  |  | (2,445) |  |  |  |  |
Non-cash other | 139 |  |  | — |  |  |  |  |
Changes in certain operating assets and liabilities: |  |  |  |  |  |  |
Accounts receivable - trade | (1,497) |  |  | 1,155 |  |  |  |  |
Inventories | (1,906) |  |  | (6,631) |  |  |  |  |
Prepaid expenses and other current assets | (519) |  |  | (953) |  |  |  |  |
Accounts payable - trade | 5,207 |  |  | 6,562 |  |  |  |  |
Accrued expenses and other liabilities | (2,528) |  |  | (5,049) |  |  |  |  |
Other | (1,558) |  |  | 368 |  |  |  |  |
Net cash used in operating activities | (4,156) |  |  | (6,690) |  |  |  |  |
INVESTING ACTIVITIES |  |  |  |  |  |  |
Acquisition of Boston O&P, net of cash acquired | — |  |  | (20,693) |  |  |  |  |
Clinic acquisition, net of cash acquired | (220) |  |  | — |  |  |  |  |
Sale of short-term marketable securities | — |  |  | 23,474 |  |  |  |  |
Investment in private companies | (1,540) |  |  | — |  |  |  |  |
Purchases of property and equipment | (4,227) |  |  | (6,460) |  |  |  |  |
Net cash used in investing activities | (5,987) |  |  | (3,679) |  |  |  |  |
FINANCING ACTIVITIES |  |  |  |  |  |  |
Payments on mortgage notes | (39) |  |  | (35) |  |  |  |  |
Payments on clinic acquisition notes | (87) |  |  | (538) |  |  |  |  |
Net cash used in financing activities | (126) |  |  | (573) |  |  |  |  |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (79) |  |  | 1,479 |  |  |  |  |
NET DECREASE IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH | (10,348) |  |  | (9,463) |  |  |  |  |
Cash, cash equivalents and restricted cash, beginning of year | $ | 45,777 |  |  | $ | 33,027 |  |  |  |  |
Cash, cash equivalents and restricted cash, end of period | $ | 35,429 |  |  | $ | 23,564 |  |  |  |  |
SUPPLEMENTAL DISCLOSURES |  |  |  |  |  |  |
Cash paid for interest | $ | 1,269 |  |  | $ | 223 |  |  |  |  |
Transfer of instruments between property and equipment and inventory | $ | (461) |  |  | $ | 117 |  |  |  |  |
Right-of-use assets obtained in exchange for lease liabilities | $ | 1,682 |  |  | $ | 347 |  |  |  |  |
Issuance of common shares in connection with Boston O&P acquisition | $ | 233 |  |  | $ | — |  |  |  |  |

See notes to condensed consolidated financial statements.
9

ORTHOPEDIATRICS CORP.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
(Dollars In Thousands, Except Share and Per Share data)
NOTE 1 – BUSINESS
OrthoPediatrics Corp., a Delaware corporation, is a medical device company committed to designing, developing and marketing anatomically appropriate implants, instruments and specialized braces for children with orthopedic conditions, giving pediatric orthopedic surgeons and caregivers the ability to treat children with technologies specifically designed to meet their needs, including PediLoc®, PediPlates®, Cannulated Screws, PediFlex TM nail, PediNail TM, PediLoc® Tibia, ACL Reconstruction System, Locking Cannulated Blade, Locking Proximal Femur, Spica Tables, RESPONSE TM Spine, BandLoc TM, Pediatric Nailing Platform | Femur, Devise Rail, Orthex®, The Fassier-Duval Telescopic Intramedullary System®, SLIM TM Nail, The GAP Nail TM, The Free Gliding SCFE Screw System TM, GIRO TM Growth Modulation System, PNP Tibia System, ApiFix® Mid-C System and Mitchell Ponseti® and Boston Brace 3D specialized bracing products to various hospitals and medical facilities throughout the United States and various international markets. We currently use a contract manufacturing model for the manufacturing of implants and related surgical instrumentation while our orthopedic bracing products are manufactured in-house. We also operate multiple orthotic and prosthetic ("O&P") clinics delivering leading pediatric non-surgical O&P treatment.
We are the only global medical device company focused exclusively on providing a comprehensive trauma and deformity correction, scoliosis and sports medicine product offering to the pediatric orthopedic market in order to improve the lives of children with orthopedic conditions. We design, develop and commercialize innovative orthopedic implants, instruments and braces as well as provide O&P clinic services to meet the specialized needs of pediatric surgeons and their patients, who we believe have been largely neglected by the orthopedic industry. We currently serve three of the largest categories in this market.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The accompanying condensed consolidated financial statements include the accounts of OrthoPediatrics Corp. and its wholly-owned subsidiaries (collectively, the “Company,” “we,” “our” or “us”). All intercompany balances and transactions have been eliminated.
Unaudited Interim Condensed Consolidated Financial Statements
We have prepared the accompanying condensed consolidated financial statements in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The accompanying condensed consolidated financial statements are unaudited and should be read in conjunction with the annual consolidated financial statements as of and for the year ended December 31, 2024 and related notes thereto contained in our Annual Report on Form 10-K filed with the Securities and Exchange Commission ("SEC") o n March 5, 2025. The financial data and other financial information disclosed in the notes to the accompanying condensed consolidated financial statements are also unaudited. As such, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to applicable rules and regulations thereunder.
The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements as of and for the year ended December 31, 2024 and, in management’s opinion, include all adjustments, consisting of only normal recurring adjustments,
10

necessary for the fair presentation of the financial statements for the interim periods. The results of operations for the three months ended March 31, 2025 are not necessarily indicative of the results to be expected for the full fiscal year or for any other period.
The accompanying condensed consolidated financial statements have been prepared assuming our Company will continue as a going concern. We have experienced recurring losses from operations since our inception and had an accumulated deficit of $246,223 and $235,564 as of March 31, 2025 and December 31, 2024, respectively. Management continues to monitor cash flows and liquidity on a regular basis. We believe that our cash balance at March 31, 2025 and expected cash flows from operations for the next twelve months subsequent to the issuance of the accompanying condensed consolidated financial statements, are sufficient to enable us to maintain current and essential planned operations for more than the next twelve months.
Use of Estimates
Preparation of our condensed consolidated financial statements requires the use of estimates and assumptions that affect the reported amounts of assets, liabilities, revenues and expenses, as of the date of the condensed consolidated financial statements. By their nature, these judgments are subject to an inherent degree of uncertainty. We use historical experience and other assumptions as the basis for our judgments and estimates. Because future events and their effects cannot be determined with precision, actual results could differ significantly from these estimates. Any changes in these estimates will be reflected in our condensed consolidated financial statements.
Significant Accounting Policies
There have been no changes in the Company's significant accounting policies as disclosed in Note 2 to the audited consolidated financial statements included in the 2024 Annual Report on Form 10-K.
Financial Instruments and Concentration of Credit Risk
Financial instruments that could subject the Company to credit risk consist primarily of cash, cash equivalents, short-term investments and accounts receivable. We consider all highly liquid investments with original maturity of three months or less at inception to be cash equivalents. The Company performs ongoing credit evaluations of customers and maintains a reserve for expected credit losses. The Company believes the risk of credit losses associated with accounts receivable is low given the history of collections and customer base. Additionally, the Company considers the risk for credit losses associated with short-term investments to be low given the types of investments which primarily include Corporate Bonds and Treasury Bonds.
Recent Accounting Pronouncements
In October 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-06 "Disclosure Improvements - Codification Amendments in Response to SEC's Disclosure Update and Simplification Initiative". This amendment modifies the disclosure or presentation requirements of a variety of Topics in the Codification. Certain of the amendments represent clarifications to or technical corrections of the current requirements. For entities subject to the SEC's existing disclosure requirements and entities required to file or furnish financial statements with or to the SEC in preparation for the sale of or for purposes of issuing securities that are not subject to contractual restrictions on transfer, the effective date for each amendment will be the date on which the SEC's removal of that related disclosure from Regulation S-X or Regulation S-K becomes effective, with early adoption prohibited. For all other entities, the amendments will be effective two years later. Amendments in this Update should be applied prospectively. The Company continues to analyze this ASU. The update is specific to disclosures and, therefore, is not expected to have a material impact to the condensed consolidated financial statements.
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In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740): Improvements to Income Tax Disclosures" ("ASU 2023-09), which enhances the transparency and decision usefulness of income tax disclosures. The ASU is effective for public companies for fiscal years beginning on or after December 15, 2024, with early adoption permitted. The amendments in ASU 2023-09 should be applied on a prospective basis. Retrospective application is permitted. We are currently evaluating the effect of this new guidance on our consolidated financial statements and disclosures.
In November 2024, the FASB issued ASU No. 2024-03, "Disaggregation of Income Statement Expenses" which requires disaggregated disclosure of income statement expenses into specified categories in disclosures within the footnotes to the financial statements. The standard is effective for annual periods beginning after December 15, 2026. We are currently evaluating the effect of this ASU on our consolidated financial statements and disclosures.
NOTE 3 - BUSINESS COMBINATIONS AND ASSET ACQUISITIONS
Boston Brace International, Inc.
On January 5, 2024, the Company purchased all of the issued and outstanding share capital of Boston Brace International, Inc., a Massachusetts corporation ("Boston O&P"). Boston O&P has developed and manufactures pediatric orthotic and prosthetic devices, including non-surgical scoliosis treatment options, and provides related clinical services.
Under the terms of the stock purchase agreement, the Company paid to the shareholders of Boston O&P consideration of $21,535 in cash and $233 in shares of common stock, after adjusting for closing net working capital, transaction expenses, and funded indebtedness. Additionally, certain employees and executives of Boston O&P also received awards of restricted stock of the Company which will vest in three years subject to continuous service. The Restricted Stock Award Agreements were to approximately 170 individuals for an aggregate of approximately 83,000 shares representing approximately $2,500 (based on a share price of $30.12, which was the average closing price during the four-month period ending on January 4, 2024) and were granted pursuant to the Company’s 2017 Incentive Award Plan. The restricted stock units are not considered part of the purchase consideration.
The following table summarizes the total consideration paid for Boston O&P and the final allocation of purchase price to the estimated fair value of the assets acquired and liabilities assumed at the acquisition date:
12

Fair value of estimated total acquisition consideration |  | $ | 21,767 |
Assets |  |
Cash |  | 1,310 |
Accounts receivable - trade |  | 2,749 |
Inventories |  | 1,075 |
Prepaid expenses and other current assets |  | 447 |
Property and equipment |  | 6,259 |
Amortizable intangible assets |  | 2,963 |
Other intangible assets |  | 3,610 |
Other non-current assets |  | 2,987 |
Total assets |  | 21,400 |
Liabilities |  |
Accounts payable-trade |  | 581 |
Other current liabilities |  | 2,064 |
Long-term debt, including current portion |  | 1,157 |
Deferred tax liability |  | 2,617 |
Other non-current liabilities |  | 1,803 |
Total liabilities |  | 8,222 |
Less: total net assets |  | 13,178 |
Goodwill |  | $ | 8,589 |

The fair value of identifiable intangible assets and certain long-lived assets were based on valuations using a combination of the income and cost approach, inputs which would be considered Level 3 under the fair value hierarchy. The estimated fair value and useful life of identifiable intangible assets are as follows:

|  | Amount |  | Remaining Economic Useful Life
Trademarks / Names |  | $ | 3,610 |  |  | Indefinite
Customer Relationships & Other |  | 2,963 |  |  | 12 years
|  | $ | 6,573 |  |  |

In 2024, Boston O&P purchased all the issued and outstanding share capital or acquired the assets of multiple domestic orthotic and prosthetic device clinics. Total consideration for all O&P clinics acquired during 2024 was approximately $4,818, which comprised of $3,388 of cash and promissory notes in the original principal amount of $1,430 payable in installment s with an interest rate of 5.0% per annum. We allocated $680 to customer relationship intangible assets and $3,367 to goodwill, and the rest to net working capital and other assets acquired and liabilities assumed. The allocation of the purchase price is considered preliminary.
In 2025, Boston O&P also purchased all of the issued and outstanding membership interest related to an orthotic and prosthetic device clinic. Boston O&P paid $275 in total consideration, which was comprised of $175 of cas h and a promissory note in the original principal amount of $100 with interest at a rate of 4.0% per annum.
13

NOTE 4 - GOODWILL AND INTANGIBLE ASSETS
Goodwill
Changes in the carrying amount of goodwill for the three months ended March 31, 2025 were as follows:

|  | Total
Goodwill at January 1, 2025 |  | $ | 93,844 |
Clinic acquisitions |  | 188 |
Boston O&P measurement period adjustment |  | 233 |
Foreign currency translation impact |  | (592) |
Goodwill at March 31, 2025 |  | $ | 93,673 |

Intangible Assets
As of March 31, 2025, the balances of amortizable intangible assets were as follows:

|  | Weighted-Average Amortization Period |  | Gross Intangible Assets |  | Accumulated Amortization |  | Net Intangible Assets
Patents |  | 10.0 years |  | $ | 44,728 |  |  | $ | (14,663) |  |  | $ | 30,065 |
Intellectual Property & Capitalized Software |  | 7.9 years |  | 16,027 |  |  | (4,449) |  |  | 11,578 |
Customer Relationships & Other |  | 11.4 years |  | 21,909 |  |  | (5,192) |  |  | 16,717 |
License Agreements |  | 2.5 years |  | 10,725 |  |  | (6,737) |  |  | 3,988 |
Total amortizable assets |  |  |  | $ | 93,389 |  |  | $ | (31,041) |  |  | $ | 62,348 |

As of December 31, 2024, the balances of amortizable intangible assets were as follows:

|  | Weighted-Average Amortization Period |  | Gross Intangible Assets |  | Accumulated Amortization |  | Net Intangible Assets
Patents |  | 10.2 years |  | $ | 45,064 |  |  | $ | (13,984) |  |  | $ | 31,080 |
Intellectual Property & Capitalized Software |  | 8.2 years |  | 16,027 |  |  | (4,065) |  |  | 11,962 |
Customer Relationships & Other |  | 11.5 years |  | 21,850 |  |  | (4,783) |  |  | 17,067 |
License Agreements |  | 2.7 years |  | 10,710 |  |  | (6,392) |  |  | 4,318 |
Total amortizable assets |  |  |  | $ | 93,651 |  |  | $ | (29,224) |  |  | $ | 64,427 |

Licenses are tied to product launches and do not begin amortizing until the product is launched to the market.
Trademarks are non-amortizing intangible assets which were $16,736 and $16,752 as of March 31, 2025 and December 31, 2024, respectively. Trademarks are recorded in Other intangible assets on the condensed consolidated balance sheets. The change in balance during the three months ended March 31, 2025 was driven by foreign currency translation adjustments.
During 2024, management determined that a triggering event occurred, indicating that it was more likely than not the fair value of the ApiFix trademark asset was less than the carrying value. As such, the Company completed a quantitative analysis whereby we determined the fair value of the ApiFix trademark asset was below the carrying value. We recorded an impairment charge of $1,836 for the year ended December 31, 2024 to reduce the carrying amount of the intangible asset to its estimated fair value.
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NOTE 5 - FAIR VALUE OF FINANCIAL INSTRUMENTS
The Company measures certain financial assets and liabilities at fair value. The accounting standards related to fair value measurements define fair value and provide a consistent framework for measuring fair value under the authoritative literature. A fair value hierarchy was established, which prioritizes the inputs used in measuring fair value into three broad levels.
Level 1 – Quoted prices in active markets for identical assets or liabilities;
Level 2 – Observable market-based inputs or unobservable inputs that are corroborated by market data; and
Level 3 – Significant unobservable inputs that are not corroborated by market data. Generally, these fair value measures are model-based valuation techniques such as discounted cash flows, and are based on the best information available, including our own data.
The following table summarizes the assets and liabilities measured at fair value on a recurring basis as of March 31, 2025 and December 31, 2024.

| March 31, 2025
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Financial Assets |  |  |  |  |  |  |
Short-term investments |  |  |  |  |  |  |
Corporate Bonds | $ | — |  |  | $ | 9,882 |  |  | $ | — |  |  | $ | 9,882 |
Treasury Bonds | $ | 10,468 |  |  | $ | — |  |  | $ | — |  |  | $ | 10,468 |
Asset-Backed Securities | $ | — |  |  | $ | 4,687 |  |  | $ | — |  |  | $ | 4,687 |
Exchange Mutual Funds | $ | 296 |  |  | $ | — |  |  | $ | — |  |  | $ | 296 |
| December 31, 2024
| Level 1 |  | Level 2 |  | Level 3 |  | Total
Financial Assets |  |  |  |  |  |  |
Short-term investments |  |  |  |  |  |  |
Corporate Bonds | $ | 10,598 |  |  | $ | — |  |  | $ | — |  |  | $ | 10,598 |
Treasury Bonds | $ | 9,274 |  |  | $ | — |  |  | $ | — |  |  | $ | 9,274 |
Asset-Backed Securities | $ | 4,889 |  |  | $ | — |  |  | $ | — |  |  | $ | 4,889 |
Exchange Mutual Funds | $ | 252 |  |  | $ | — |  |  | $ | — |  |  | $ | 252 |

The Company's Level 1 assets consist of short-term, liquid investments with original maturity of three months or less at inception and other short-term investments which are comprised of exchange traded mutual funds, US treasury bonds and marketable securities with a maturity date greater than 3 months.
The Company's Level 2 assets pertain to certain asset-backed securities, collateralized by non-mortgage-related consumer debt, or corporate bonds. These securities are predominately priced by third parties, either by a pricing vendor or dealer with significant inputs observable in active markets.
The Company's Level 3 instruments consist of contingent consideration. The fair value of the contingent consideration liability assumed in business combinations is recorded as part of the purchase price consideration of the acquisition and is determined using a discounted cash flow model or probability simulation model. The significant inputs of such models are not always observable in the market, such as forecasted annual revenues, expected volatility and discount rates.
15

NOTE 6 - DEBT AND CREDIT ARRANGEMENTS
Long-term debt consisted of the following as of the dates indicated:

| March 31, 2025 |  | December 31, 2024
Term loan and Final Payment | $ | 25,500 |  |  | $ | 25,500 |
Convertible note | 50,000 |  |  | 50,000 |
Mortgage payable to affiliate | 572 |  |  | 611 |
Acquisition note payable | 1,297 |  |  | 1,372 |
Total debt | 77,369 |  |  | 77,483 |
Less: debt discount and issuance costs | 3,446 |  |  | 3,630 |
Less: current maturities | 896 |  |  | 897 |
Long-term debt, net of current maturities | $ | 73,027 |  |  | $ | 72,956 |

Braidwell Term Loan
On August 5, 2024, the Company and its wholly owned domestic subsidiaries, as borrowers (collectively, the “Credit Parties”), entered into that certain Credit Agreement and Guaranty (the “Term Loan Agreement”), by and among the Credit Parties, any additional borrowers from time to time party thereto, any guarantors from time to time party thereto, one or more funds managed by Braidwell LP (“Braidwell”), as lenders, the other lenders from time to time party thereto (together with Braidwell, the “Term Lenders”), and Wilmington Trust, National Association, as agent (the “Term Agent”). The Term Loan Agreement provides for (i) an initial term loan facility in the initial principal amount of $25,000, which was funded in its entirety on August 12, 2024 and (ii) a delayed draw term loan facility (the “DDTL”) in an aggregate principal amount not to exceed $25,000, which, subject to certain conditions set forth in the Term Loan Agreement, may be drawn until August 5, 2025.
Loans borrowed pursuant to the Term Loan Agreement (the “Term Loans”) bear interest at a rate per annum equal to SOFR Interest Rate (as defined in the Term Loan Agreement and with a floor of 3.25%) plus 6.50%. The Company has the option to make a payment-in-kind interest payment equal to 1.00% per annum of the interest rate. The Term Loans do not amortize and will be interest-only until the August 5, 2029 maturity date, at which time all unpaid principal and accrued and unpaid interest, fees and expenses due under the Term Loan Agreement will become due and payable. The Company is obligated to pay certain upfront fees and agency fees in connection with the Term Loan Agreement.
The Company may pay all or a portion of the outstanding principal and accrued and unpaid interest under the Term Loan Agreement at any time upon prior notice to the Term Lenders subject to (i) a repayment fee schedule of, depending on when the repayment is made, 3.00% of the principal amount of any such repayment during the first 12 months of the Term Loan Agreement or applicable DDTL funding date, 2.00% of the principal amount of any such repayment during months 13 through 24 of the Term Loan Agreement or applicable DDTL funding date, 1.00% of the principal amount of any such repayment during months 25 through 36 of the Term Loan Agreement or applicable DDTL funding date, and 0.00% thereafter and (ii) an exit fee equal to 2.00% of the principal amount of any such repayment ("Final Payment"). The Term Loan Agreement contains customary mandatory prepayment provisions. Once repaid or prepaid, the Term Loans may not be reborrowed.
The Term Loan Agreement includes customary conditions to borrowing, representations and warranties and covenants, including affirmative covenants and negative covenants that restrict the Credit Parties’ and their subsidiaries’ ability to, among other things, incur indebtedness, grant liens, merge or consolidate, make investments, dispose of assets, make acquisitions, pay dividends or make distributions, repurchase stock and enter into certain transactions with affiliates, in each case subject to certain exceptions. The Term Loan Agreement also has financial covenants requiring the Credit Parties to (i) maintain at all times unrestricted cash held in US accounts subject to Lenders’ first priority lien equal to
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at least 25% of the aggregate principal amount of any outstanding Term Loans and (ii) maintain certain minimum net product sales over a trailing twelve month period as set forth therein.
The Term Loan Agreement also contains customary events of default, including among other things, the Credit Parties’ failure to make any principal or interest payments when due, the occurrence of certain bankruptcy or insolvency events, or the Credit Parties’ breach of the covenants under the Term Loan Agreement. Upon the occurrence of an event of default, the Term Lenders may, among other things, accelerate the Credit Parties’ obligations under the Term Loan Agreement.
As security for their obligations under the Term Loan Agreement, the Credit Parties granted the Term Agent a continuing first priority security interest in substantially all of their assets (including intellectual property), subject to certain customary exceptions.
Braidwell Convertible Note
In addition to the Term Loans, on August 5, 2024, the Company entered into a Purchase Agreement (the “Purchase Agreement”) with Braidwell Transaction Holdings LLC – Series 10 (the “Purchaser”), whereby the Purchaser agreed to purchase $50,000 in aggregate principal amount of the Company’s 4.75% Convertible Senior Notes due February 15, 2030 (the “Notes”) for an aggregate purchase price of $49,500. The Notes were issued pursuant to, and are governed by, an indenture (the “Indenture”), dated as of August 12, 2024, between the Company and U.S. Bank Trust Company, National Association, as trustee (the “Trustee”).
The Notes represent the Company’s senior, unsecured obligations and are (i) equal in right of payment with the Company’s existing and future senior, unsecured indebtedness; (ii) senior in right of payment to the Company’s existing and future indebtedness that is expressly subordinated to the Notes; and (iii) effectively subordinated to the Company’s existing and future secured indebtedness, to the extent of the value of the collateral securing that indebtedness.
The Notes accrue interest at a rate of 4.75% per annum, payable quarterly in arrears on February 15, May 15, August 15, and November 15 of each year, beginning on November 15, 2024. The Notes will mature on February 15, 2030, unless earlier repurchased, redeemed, or converted. Before November 15, 2029, noteholders will have the right to convert their Notes only upon the occurrence of certain events, including, but not limited to, the Company’s common stock trading above 130% of the conversion price for a specified period, the Notes per $1 in principal amount trading below 98% of the product of the trading price of the Company’s common stock and the conversion rate, and certain fundamental changes to corporate structure. From and after November 15, 2029, noteholders may convert their Notes at any time at their election until the close of business on the second scheduled trading day immediately before the maturity date. The Company will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, or a combination of cash and shares of its common stock, at the Company’s election. The initial conversion rate is 24.4021 shares of common stock per $1 principal amount of Notes, which represents an initial conversion price of approximately $40.98 per share of common stock. The conversion rate and conversion price are subject to customary adjustments upon the occurrence of certain events. In addition, if certain corporate events that constitute a “Make-Whole Fundamental Change” (as defined in the Indenture) occur, then the conversion rate will, in certain circumstances, be increased for a specified period of time.
The Notes are redeemable, in whole or in part, at the Company’s option at any time, and from time to time, on or after February 21, 2028 and on or before the 30th scheduled trading day immediately before the maturity date, at a cash redemption price equal to the principal amount of the Notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date, but only if (i) the Notes are Freely Tradable (as defined in the Indenture) and any accrued and unpaid additional interest pursuant to the Notes has been paid as of the redemption date, and (ii) the last reported sale price per share of the Company’s common stock exceeds 140% of the conversion price on (1) each of at least 20 trading days,
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whether or not consecutive, during the 30 consecutive trading days ending on, and including, the trading day immediately before the date the Company sends the related redemption notice; and (2) the trading day immediately before the date the Company sends such notice. In addition, calling any Note for redemption will constitute a Make-Whole Fundamental Change with respect to that Note, in which case the conversion rate applicable to the conversion of that Note will be increased in certain circumstances if it is converted after it is called for redemption.
If certain corporate events that constitute a “Fundamental Change” (as defined in the Indenture) occur, then, subject to a limited exception for certain cash mergers, noteholders may require the Company to repurchase their Notes at a cash repurchase price equal to the principal amount of the Notes to be repurchased, plus accrued and unpaid interest, if any, to, but excluding, the fundamental change repurchase date. The definition of Fundamental Change includes certain business combination transactions involving the Company and certain de-listing events with respect to the Company’s common stock.
The Notes have customary provisions relating to the occurrence of “Events of Default” (as defined in the Indenture), which include the following: (i) certain payment defaults on the Notes (which, in the case of a default in the payment of interest on the Notes, will be subject to a 30-day cure period); (ii) the Company’s failure to send certain notices under the Indenture within specified periods of time; (iii) the Company’s failure to comply with certain covenants in the Indenture relating to the Company’s ability to consolidate with or merge with or into, or sell, lease, or otherwise transfer, in one transaction or a series of transactions, all or substantially all of the assets of the Company and its subsidiaries, taken as a whole, to another person; (iv) a default by the Company in its obligation to convert a note in accordance with the Indenture upon the exercise of the conversion right with respect thereto, if not cured within two business days after its occurrence; (v) a default by the Company in its other obligations or agreements under the Indenture or the Notes if such default is not cured or waived within 60 days after notice is given in accordance with the Indenture; (vi) certain defaults by the Company or any of its significant subsidiaries with respect to indebtedness for borrowed money of at least $25,000; (vii) the rendering of certain judgments against the Company or any of its significant subsidiaries for the payment of at least $25,000 where such judgments are not discharged or stayed within 60 days after the date on which the right to appeal has expired or on which all rights to appeal have been extinguished; and (viii) certain events of bankruptcy, insolvency, and reorganization involving the Company or any of the Company’s significant subsidiaries.
If an Event of Default involving bankruptcy, insolvency, or reorganization events with respect to the Company (and not solely with respect to a significant subsidiary of the Company) occurs, then the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding will immediately become due and payable without any further action or notice by any person. If any other Event of Default occurs and is continuing, then, the Trustee, by notice to the Company, or noteholders of at least 25% of the aggregate principal amount of Notes then outstanding, by notice to the Company and the Trustee, may declare the principal amount of, and all accrued and unpaid interest on, all of the Notes then outstanding to become due and payable immediately. However, notwithstanding the foregoing, the Company may elect, at its option, that the sole remedy for an Event of Default relating to certain failures by the Company to comply with certain reporting covenants in the Indenture consists exclusively of the right of the noteholders to receive special interest on the Notes for up to 180 days at a specified rate per annum not exceeding 0.50% on the principal amount of the Notes.
The debt facilities replaced the $80,000 Credit, Security, and Guaranty Agreement with MidCap Funding IV Trust and MidCap Financial Trust and other parties named therein, dated December 29, 2023 (the "MidCap Credit Agreement"). There was approximately $10,000 outstanding under the MidCap Credit Agreement and it was terminated in connection with the Term Loan Agreement.
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MidCap Term Loan
Borrowings under the MidCap Credit Agreement accrued interest at an annual rate equal to the greater of (a) One Month Term SOFR plus 6.50% or (b) 9.0% and interest on the Revolving Loan would have accrued at the greater of (a) One Month Term SOFR plus 4.0% or (b) 6.50% (the “Applicable Rate”). The Company paid MidCap an unused commitment fee in an amount equal to the per annum rate of 0.50% (computed on the basis of a year of 360 days and the actual number of days elapsed) times the daily unused portion of the revolving credit commitment. The unused commitment fee was payable quarterly in arrears.
Borrowings under the MidCap Credit Agreement were made under a term loan (the "MidCap Term Loan") of $10,000 and a Revolving Loan of $50,000, payable, jointly and severally, by the Company and each of its subsidiaries party thereto. The MidCap Term Loan and Revolving Loan matured at the earlier of (i) December 1, 2028; (ii) the occurrence of any transaction or series of transactions pursuant to which any person or entity in the aggregate acquire(s) 35% or more of the voting capital stock of the Company; (iii) a change in the majority of the Company’s Board of Directors over a 12-month period; (iv) the Company ceases to own directly or indirectly, 100% of the capital stock of any of its subsidiaries (with the exception of any subsidiaries permitted to be dissolved, merged or otherwise disposed of by the MidCap Credit Agreement), or (v) the occurrence of a change in control, fundamental change, deemed liquidation event or terms of similar import under any document or instrument governing or relating to debt of or equity interests of the Company.
Borrowings under the MidCap Credit Agreement were secured by a security interest in the Company’s and other Borrowers' assets. The MidCap Credit Agreement provided for customary events of default. If an event of default is not cured within the time periods specified (if any), the Lenders and Agent would have had the right to accelerate the Company’s payment of principal and interest in addition to other rights and remedies. The MidCap Credit Agreement included certain customary non-financial covenants, and also include certain financial covenants related to the Company achieving minimum revenue targets over a trailing twelve month period and maintaining minimum liquidity of $10,000. The MidCap Credit Agreement was amended on May 3, 2024 to clarify the inputs into the financial covenant calculations.
As a result of the termination of the MidCap Credit Agreement, the Company recorded a loss on the extinguishment of debt in the amount of $3,230 on the consolidated statement of operations for the year ended December 31, 2024.
Other Debt
In connection with the purchase of our office and warehouse space in Warsaw, Indiana in August 2013, we entered into a mortgage note payable to Tawani Enterprises Inc., an affiliate of Squadron Capital, LLC ("Squadron"). Pursuant to the terms of the mortgage note, we pay Tawani Enterprises Inc. monthly principal and interest installments of $16 with interest compounded at 5% unt il maturity in 2028, at which time a final payment of remaining principal and interest is due. At March 31, 2025, the mortgage balance was $572 of which current principal of $162 was included in the current portion of long-term debt. As of December 31, 2024, the mortgage balance was $611 of which current principal due of $160 was included in the current portion of long-term debt.
The aggregate interest expense relating to the mortgage note payable to Tawani Enterprises Inc., the term loan with MidCap, the term loan with Braidwell, and the convertible note with Braidwell, was $1,269 and $339 for the three months ended March 31, 2025 and 2024, respectively.
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NOTE 7 - INCOME TAXES
The Company utilizes an estimated annual effective tax rate to determine its provision or benefit for income taxes for interim periods. The income tax provision or benefit is computed by multiplying the estimated annual effective tax rate by the year-to-date pre-tax book income (loss).
For the three months ended March 31, 2025, the income tax charge was $196 compared to a tax benefit of $2,531 for the three months ended March 31, 2024. Our effective income tax rate was (1.9)% and 24.5% for the three months ended March 31, 2025 and 2024, respectively. The lower effective rate compared to the prior period is from the remeasurement of the valuation allowance subsequent to recording the deferred tax liability as a result of the purchase accounting from the Boston O&P acquisition in the prior year.
The deferred tax assets were fully offset by a valuation allowance at March 31, 2025, with the exception of certain deferred tax liabilities in Canada. The Company has recorded a tax expense for income generated in Canada during the period ended March 31, 2025.
Management assesses the available positive and negative evidence to estimate whether sufficient future taxable income will be generated to permit use of the existing deferred tax assets. A significant piece of objective negative evidence evaluated was the cumulative loss incurred over the three-year period ended March 31, 2025. Such objective evidence limits the ability to consider other subjective evidence, such as our projections for future growth.
NOTE 8 - STOCKHOLDERS’ EQUITY
Restricted Stock
Our restricted stock activity and related information are summarized as follows:

|  |  |  | Weighted-Average |  |  |  | Weighted-Average
|  | Restricted |  | Remaining |  | Restricted |  | Remaining
|  | Stock |  | Contractual Terms |  | Stock |  | Contractual Terms
|  | Awards |  | (in Years) |  | Units |  | (in Years)
Outstanding at January 1, 2025 |  | 1,044,193 |  |  | 1.5 |  | 21,551 |  |  | 1.2
Granted |  | 606,571 |  |  |  |  | 10,500 |  |  |
Forfeited |  | (5,024) |  |  |  |  | (150) |  |  |
Vested |  | (131,283) |  |  |  |  | — |  |  |
Outstanding at March 31, 2025 |  | 1,514,457 |  |  | 2.1 |  | 31,901 |  |  | 1.5

At March 31, 2025, there was $30,468 of unrecognized compensation expense remaining related to our service-based restricted stock awards and restricted stock units. The unrecognized compensation cost is expected to be recognized over a weighted-average period of 2.0 years or earlier upon an elimination of the restriction period as a result of a change in control event.
Stock-based compensation expense on restricted stock amounted to $3,859 and $2,799 for the three months ended March 31, 2025 and 2024, respectively.
In connection with its approval of the Term Loan Agreement, Purchase Agreement, the Indenture and Notes, on August 2, 2024, the Board of Directors of the Company also approved a stock repurchase program of up to $5,000 in aggregate investment of the Company’s outstanding common stock, contingent upon the closing of the Term Loan and the Notes. The stock repurchases may, at the discretion of management, be made from time to time, through solicited or unsolicited transactions in the open market, in privately negotiated transactions or pursuant to a Rule 10b5-1 plan all as effected in
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accordance with Rule 10b-18 under the Securities Exchange Act of 1934, as amended. The Company is not obligated to purchase any shares under the program, and the program may be discontinued at any time. No shares have been purchased under this program as of March 31, 2025. The dollar limit on repurchases under the program after December 31, 2024 was reduced to $250 per annum.
NOTE 9 – NET LOSS PER SHARE
The following is a reconciliation of basic and diluted net loss per share:

| Three Months Ended |  |
| March 31, |  |
| 2025 |  | 2024 |  |  |  |
Net loss | $ | (10,659) |  |  | $ | (7,805) |  |  |  |  |
Weighted average shares outstanding for basic and diluted | 23,230,871 |  |  | 22,820,779 |  |  |  |  |
Net loss per share - basic and diluted | $ | (0.46) |  |  | $ | (0.34) |  |  |  |  |

Our basic and diluted net loss per share is computed using the two-class method. For purposes of our equity disclosures and calculation of weighted average shares for basic earnings per share calculations, the two-class method is an earnings allocation that determines net income per share for each class of common stock and participating securities according to their participation rights in dividends and undistributed earnings or losses. Non-vested restricted stock that includes non-forfeitable rights to dividends are considered participating securities.
For the periods presented with a net loss, the weighted average shares outstanding remained consistent between basic and diluted as the effect of any outstanding common stock equivalents would have been anti-dilutive. The Company had 1,546,358 and 693,448 contingently issuable and convertible equity shares excluded from the calculation of diluted net (loss) earnings per share as of March 31, 2025 and 2024, respectively, because their effect would have been anti-dilutive.
The contingently issuable shares discussed in the previous paragraph do not include shares of our common stock associated with our obligation to issue a variable number of our common shares as a result of our acquisition of MedTech Concepts, LLC ("MedTech"). Under the MedTech Purchase Agreement, a number of future payments in the form of common stock are contingent on continued service through each applicable payment anniversary date. As such, these amounts have been excluded from measuring the cost of the acquisition. The result is $4,500 of stock compensation which will be recognized on a straight-line basis over the four-year service period. During the year ended December 31, 2024, the Company paid the first anniversary payment consisting of $1,250 in cash and issued 4,288 of the Company's common stock approximating $133 which reduced the amount of the acquisition installment payable on our consolidated balance sheet. The present value of the remaining acquisition installment payable is $3,861 as of March 31, 2025, of which $1,368 is recorded as a current liability. We are obligated to issue additional shares of our common stock to Braidwell in the event that our convertible note is converted into shares of common stock. See Note 6 - Debt and Credit Arrangements for additional information.
NOTE 10 – BUSINESS SEGMENT
Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated regularly by the chief operating decision maker, or decision making group, in deciding how to allocate resources and in assessing performance. We have one operating and reportable segment, which designs, develops and markets anatomically appropriate implants and devices for children with orthopedic problems. Our chief operating decision-maker, our Chief Executive Officer, reviews financial information presented on a consolidated basis for purposes of making operating decisions and assessing financial performance, accompanied by disaggregated revenue information by
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product category. The Chief Executive Officer is regularly provided with consolidated expenses consistent with those presented in the condensed consolidated statements of operations. We do not assess the performance of our individual product categories on measures of profit or loss, or other asset-based metrics. Therefore, the information below is presented only for revenue by category and geography.
Product sales attributed to a country or region includes product sales to hospitals, physicians and distributors and is based on the final destination where the products are sold. No individual customer accounted for more than 10% of total product sales for the three months ended March 31, 2025 or 2024. No individual customer accounted for more than 10% of consolidated accounts receivable as of March 31, 2025 and December 31, 2024.
Product sales by source were as follows:

| Three Months Ended March 31, |  |
Product sales by geographic location: | 2025 |  | 2024 |  |  |  |
U.S. | $ | 40,891 |  |  | $ | 34,305 |  |  |  |  |
International | 11,520 |  |  | 10,380 |  |  |  |  |
Total | $ | 52,411 |  |  | $ | 44,685 |  |  |  |  |

| Three Months Ended March 31, |  |
Product sales by category: | 2025 |  | 2024 |  |  |  |
Trauma and deformity | $ | 37,867 |  |  | $ | 33,302 |  |  |  |  |
Scoliosis | 13,664 |  |  | 10,203 |  |  |  |  |
Sports medicine/other | 880 |  |  | 1,180 |  |  |  |  |
Total | $ | 52,411 |  |  | $ | 44,685 |  |  |  |  |

NOTE 11 - RELATED PARTY TRANSACTIONS
We currently use Structure Medical, LLC (“Structure Medical”) as one of our suppliers. Structure Medical is affiliated with Squadron (the Company's largest investor) and a supplier with which we maintain certain long-term agreements. We made aggregate payments to Structure Medical for inventory purchases of $132 and $382 for the three months ended March 31, 2025 and 2024, respectively.
NOTE 12 – COMMITMENTS AND CONTINGENCIES
Restructuring
In connection with the global restructuring plan that was initiated in the fourth quarter 2024, the Company had recorded a restructuring accrual of $596 and $1,072 as of March 31, 2025 and December 31, 2024 within accrued expenses and other current liabilities on its condensed consolidated balance sheet.
Legal Proceedings
From time to time, we are involved in various legal proceedings arising in the ordinary course of our business.
IMED Surgical - Software Ownership Dispute
On October 16, 2020, the Company, its wholly-owned subsidiary, Orthex, LLC (“Orthex”), the Company’s largest investor, Squadron, and certain other defendants, were named in a lawsuit filed by IMED Surgical, LLC, a New Jersey company ("IMED"), in Broward County, Florida Circuit Court. In the lawsuit, IMED
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claims, among other things, that it is the rightful owner of certain patented point-and-click planning software being used by the Company, Orthex and Squadron (specifically, U.S. Patent No. 10,258,377 (titled “Point and click alignment method for orthopedic surgeons, and surgical and clinical accessories and devices,” issued on April 16, 2019) (hereinafter, the “’377 Patent”).
In June 2019, the Company purchased all the issued and outstanding units of membership interests in Orthex, and all the issued and outstanding shares of stock of Vilex in Tennessee, Inc. for $60,000 in total consideration. Vilex and Orthex are primarily manufacturers of foot and ankle surgical implants, including cannulated screws, fusion devices, surgical staples and bone plates, as well as the Orthex Hexapod technology, a system of rings, struts, implants, hardware accessories, and the Point & Click Software used to treat congenital deformities and limb length discrepancies. On December 31, 2019, the Company divested substantially all of the assets relating to Vilex's adult product offerings to a wholly-owned subsidiary of Squadron, in exchange for a $25,000 reduction in a term note owed to Squadron in connection with the initial acquisition. As part of the sale, the Company also executed an exclusive license arrangement with Squadron providing for perpetual access to certain intellectual property, including the ‘377 Patent. According to the lawsuit, the other defendants, who are unrelated to the Company, assigned the ‘377 Patent to Orthex in violation of certain agreements with IMED. IMED, among other things, requests that the defendants be ordered to convey and assign to IMED all of their rights, title and interests in and to the ’377 Patent and seeks certain compensatory, consequential and unjust enrichment damages from Orthex and the unrelated defendants.
On May 13, 2021, the Court ordered the lawsuit stayed pending arbitration. To the extent IMED desires to further pursue the matter, it must first do so through a separate arbitration proceeding. In mid-November 2021, IMED initiated an arbitration proceeding; however, IMED failed to pay the fees it was required to pay for the arbitration to continue, resulting in the arbitration panel terminating the arbitration proceedings in mid-October 2022. In connection with the stay order, the Court also ordered the Company, Orthex and Squadron to give notice to IMED before any attempt to dispose, assign, sell or otherwise encumber the ‘377 Patent. The Company, Orthex and Squadron filed an appeal of this component of the order, but the appellate court affirmed the lower court’s decision. The Company, Orthex and Squadron have not sought to further pursue an appeal of the subject order.
On February 3, 2023, the Court partially lifted the stay in this case for the sole purpose of, as clarified by the Court's order on March 7, 2023, "permitting any party to argue any motion challenging the events that occurred which led to the arbitration panel's termination order." No filing was made in response to that order. No further filings were made in this case until October 30, 2023, when defendants filed a motion to dismiss.
On December 12, 2023, the Court ordered IMED has until March 13, 2024, to appear before the Court and show cause why this case should not be dismissed for failure to pursue arbitration consistent with the Court’s orders. On March 13, 2024, a hearing took place to discuss the status of IMED’s effort to re-initiate arbitration. Thereafter, on March 25, 2024, the court ordered, if, by April 27, 2024, IMED has not begun arbitration, resolved this case, or substantiated (in the form of an attorney and client declaration) that it has executed an agreement with a litigation funder to pay for arbitration proceedings, to pay the balance due to the subject arbitration association and to re-instate the arbitration, the Court will dismiss this case without prejudice. On April 26, 2024, IMED informed the Court it has executed an agreement with a litigation funder to pay for arbitration proceedings, to pay the balance due to the subject arbitration association, and to reinstate the arbitration, and is in the final stages of resolving the balance due to the subject arbitration association.
On September 20, 2024, the Court dismissed IMED’s lawsuit, without prejudice, for failure to prosecute. However, contemporaneously, IMED re-initiated arbitration.
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Although we believe the Company has strong defenses to the IMED arbitration and we intend to vigorously defend the claims asserted against us, arbitration can involve complex factual and legal questions, and an adverse resolution of such proceedings could have a material adverse effect on our business, operating results and financial condition.
Boston O&P Litigation
This lawsuit arises from the alleged wrongful death of a patient following his January 2016, tracheal and laryngeal resection procedure at Boston Children’s Hospital, which was performed by two physicians named as defendants in the suit. The Plaintiffs allege that as a result of the patient’s post-operative care, which included placing his neck in a position of flexion in a modified brace provided by Boston O&P, the patient was paralyzed, and years later, he died due to complications caused by his paralysis. The Company acquired all of the outstanding shares of Boston O&P on January 5, 2024 as described more fully under Note 3 - Business Combinations and Asset Acquisitions.
The lawsuit commenced in December 2018, in Suffolk Superior Court in Boston, Massachusetts. The Plaintiffs assert counts of negligence against each individual defendant, lack of informed consent against the physician defendants, failure to warn, breach of warranty and alleged improper use against Boston O&P, and loss of consortium against all defendants. Trial is currently scheduled to begin in December 2025.
Although we believe Boston O&P has strong defenses to this lawsuit and we intend to vigorously defend the claims asserted against us, litigation can involve complex factual and legal questions, and an adverse resolution of such proceedings could have a material adverse effect on our business, operating results and financial condition. As part of the Company's purchase of Boston O&P, the selling equityholders of Boston O&P expressly agreed to indemnify the Company for any claims related to this lawsuit pursuant to the Stock Purchase Agreement.
We are not presently a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate materially affect our financial position or results of operations or cash flows.
Purchase Obligations and Performance Requirements
As a result of entering into a license agreement for the exclusive distribution of the 7D Surgical FLASH TM Navigation platform during 2021, the Company agreed to a minimum purchase commitment for the first twelve months of that agreement. Additionally, the contract requires future purchase commitments based upon a percentage of historical purchases. As a result and as of March 31, 2025, the remaining purchase commitments under the agreement was $1,092 for the year ended December 31, 2025 and $1,092 future purchase commitments are required for the year ended December 31, 2026.
On July 20, 2021, we entered into an amended license agreement, resulting in a five-year extension of our exclusive distribution rights of the FIREFLY Technology. As a component of the agreement the Company is required to meet minimum performance metrics, measured by the number of spine procedures in the fiscal year which used the FIREFLY products against the annual requirement in the agreement. This includes any scheduled surgeries whereby the Company has committed to payment of the product. The number of required surgeries varies each year of the agreement. The Company analyzes its projected achievement of these performance metrics and accrues for any estimated shortfall. During the three months ended March 31, 2025, the Company recorded an expense of $430 based on current estimates. The Company recorded $542 of expense for the three months ended March 31, 2024.
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Royalties
As of March 31, 2025, we are contracted to pay royalties to individuals and entities that provide research and development services, which range from 0.5% to 20% of sales.
We have products in development that have royalty commitments. In any development project, there are significant variables that will affect the amount and timing of these payments and as of March 31, 2025, we have not been able to determine the amount and timing of payments. We do not anticipate these future payments will have a material impact on our financial results.
NOTE 13 – SUBSEQUENT EVENTS
On May 6, 2025, as part of the Company’s ongoing efforts to preserve cash, the Board of Directors of the Company approved (i) the issuance of unregistered shares of the Company’s common stock representing an aggregate of approximately $3,750 in value to the members of MedTech in lieu of the three remaining annual $1,250 cash payments otherwise required under the MedTech Purchase Agreement on or about May 1st of each of 2025, 2026, and 2027; and (ii) an Amended and Restated Non-Employee Director Compensation Policy that increases the total director compensation from approximately $180 to $207 per year and provides for the payment of the remaining director compensation for 2025 in shares of restricted stock in lieu of cash. For the 2025 service year, each non-employee director will be automatically granted, in a lump-sum issuance, shares of restricted stock representing approximately $175.5 in value and will receive no cash payment for general Board of Director service beyond the $22.5 cash fee already paid to each director during the first quarter of 2025). For service years after 2025, each non-employee director will be automatically granted, in lump-sum issuances, shares of restricted stock representing approximately $90 in value (the “Annual Award”) and $117 in value (the “Election Award”). Both the Annual Award and the Election Award will generally vest over a three-year period; provided, however, that each non-employee director has the option to extend the vesting period of the Election Award to instead vest 100% at the end of a five-year period. Beginning with the 2026 calendar year, each non-employee director will have the option to elect to receive all, but not less than all, of the Election Award in the form of cash rather than shares of restricted stock. Each non-employee director who makes such election will receive a cash fee of $22.5 each quarter during such year.
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Management's Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the condensed consolidated financial statements and related notes thereto contained elsewhere in this quarterly report, as well as the information under "Note Regarding Forward-Looking Statements."
The description of our business included in this quarterly report is summary in nature and only includes material developments that have occurred since the latest full description. The full description of the history and general development of our business is included in "Item 1. Description of Business" section of the Company's Annual Report on Form 10-K filed with the SEC on March 5, 2025, which section is incorporated herein by reference.
Overview
We are the only global medical device company focused exclusively on providing a comprehensive trauma and deformity correction, scoliosis, sports medicine, specialty bracing and clinical services to the pediatric orthopedic market in order to improve the lives of children with orthopedic conditions. We design, develop and commercialize innovative orthopedic implants, instruments and specialized braces to meet the needs of pediatric surgeons or orthotists and their patients, who we believe have been
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largely neglected by the orthopedic industry. We currently serve three of the largest categories in this market. We estimate that the portion of this market that we currently serve represents a $6.2 billion opportunity globally, including over $2.8 billion in the United States.
We sell implants, instruments and specialized braces to our customers for use by pediatric orthopedic surgeons, orthotists or physical therapists to treat orthopedic conditions in children. We provide our implants in sets that consist of a range of implant sizes and include the instruments necessary to perform the surgical procedure. In the United States and a few selected international markets, our customers typically expect us to have full sets of implants and instruments on site at each hospital but do not purchase the implants until they are used in surgery. Accordingly, we must make an up-front investment in inventory of consigned implants and instruments before we can generate revenue from a particular hospital and we maintain substantial levels of inventory at any given time. We operate approximately 35 orthotic and prosthetic ("O&P") clinics in the United States serving children's hospitals in numerous states. In the international markets where we sell to stocking distributors or in the case of our braces, we transfer control of our products to the distributor or customer when title passes upon shipment.
We currently market 80 surgical and specialized bracing systems that serve three of the largest categories within the pediatric orthopedic market: (i) trauma and deformity correction, (ii) scoliosis and (iii) sports medicine. We manufacture the majority of our orthopedic bracing products and we rely on a broad network of third parties to manufacture the components of our surgical products, which we then inspect and package. We believe our innovative products promote improved surgical accuracy, increase consistency of outcomes and enhance surgeon confidence in achieving high standards of care. In the future, we expect to expand our product offering within these categories, as well as to address additional categories of the pediatric orthopedic market.
The majority of our revenue from implants, instruments, and specialized braces has been generated in the United States. Our global sales management organization leads a network of sales agencies, stocking distributors as well as direct sales representatives. We sell our implants and instruments through a network of multiple direct sales representatives as well as over 40 independent sales agencies employing 227 sales representatives specifically focused on pediatrics. These independent sales agents are trained by us, distribute our products and are compensated through sales-based commissions and performance bonuses. We do not sell our products through or participate in physician-owned distributorships, or PODs. The revenue generated in the United States is from selling our bracing products directly to orthopedic surgeons, orthotists, physical therapists or, at certain times, directly to the end customer.
We market and sell our products internationally in over 75 countries, through independent stocking distributors and sales agencies. Our independent distributors manage the billing relationship with each hospital in their respective territories and are responsible for servicing the product needs of their surgeon customers. In 2017, we began to supplement our international stocking distributors with sales agencies using direct sales programs in the United Kingdom, Ireland, Australia and New Zealand where we sell directly to the hospitals. We began selling direct to Canada in September 2018, Belgium and the Netherlands in January 2019, Italy in March 2020 and Germany, Switzerland and Austria in January 2021. In order to further enhance our operations in Europe, we established operating companies in the Netherlands and Germany in March 2019 and April 2022, respectively. In 2023 and 2024, we hired operating and sales representatives in Germany as salaried employees to better serve our customers and opened warehouses in Germany and Australia in 2024. These arrangements have generated an increase in revenue and gross margin.
We believe there are significant opportunities for us to strengthen our position in U.S. and international markets by increasing investments in consigned implant and instrument sets, strengthening our global sales and distribution infrastructure, and expanding our product offering as well as our O&P clinic network.
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Social Impact
OrthoPediatrics was founded on the cause of impacting the lives of children with orthopedic conditions. Since inception we have impacted the lives of 1,179,000 children, when including those served by our acquired companies. We believe we should continue to expand our social impact, create an inclusive culture, and ensure good corporate governance practices.
•The Company and its associates regularly participate in philanthropic causes important to our local communities. We also partner with over 40 charitable organizations that provide pediatric orthopedic care around the world. In 2020, we were named as "Corporate Partner of the Year" by World Pediatric Project - with whom we work to provide access to medical care for children in developing countries.
•We are committed to fostering an environment that is respectful, compassionate, and inclusive of everyone in our community which is communicated in our diversity and inclusion policy. For nine years we have been recognized by the Indiana Chamber of Commerce - Best Companies to Work in Indiana.
We believe effectively managing our priorities, as well as increasing our transparency related to social impact programs, will help create long-term value for our stakeholders. We expect to continue to increase our disclosures and communicate our social impact efforts in future SEC filings.
Nothing on our website shall be deemed part of or incorporated by reference into this Quarterly Report on Form 10-Q.
Trends and Uncertainties
From time to time we acquire, make investments in or license other technologies, products and business that may enhance our capabilities, complement our current products or expand the breadth of our markets or customer base. As a result of these transactions, we may record certain intangible assets, including goodwill and trademarks, which are subject to annual impairment testing. Fair value is based on our current assessment of the expected future cash flows based on recent results and other specific market factors. During 2024, 2023, and 2022, we determined that a triggering event had occurred indicating it was more likely than not the fair value of the ApiFix trademark was less than the associated carrying value. Subsequently, the Company completed a quantitative analysis and concluded that the fair value was in fact less than the carrying value and partial impairment losses of $1.8 million, $1.0 million and $3.6 million were recorded in 2024, 2023, and 2022, respectively. We believe that the expected future cash flows in the most recent calculations represent management’s best estimate; however, if actual results differ materially from these estimates, we could record an additional impairment charge which could be material to our consolidated financial statements and have an adverse impact on our results of operations.
In 2023 and 2022, there was a significant and unprecedented increase in cases of respiratory syncytial virus, or RSV, and other respiratory illnesses. RSV is a common respiratory virus that follows a seasonal pattern. The typical season shows an increase in mid-September, peaks in late December and drops around mid-April; however, in 2022 the United States experienced a significant increase during the summer and fall months and in 2023 the United States experienced a significant increase in January and February as well as October through December. The volume of elective procedures utilizing our products were negatively impacted as a significant percent of hospital capacity was absorbed to cover the increase in RSV-related hospitalizations. This had a negative impact on our sales volume in 2022 and 2023 and may continue to do so into the future. We are unable to accurately determine exactly how this will impact us in the future, but we will continue to monitor this dynamic as we get closer to the traditional peak of RSV season.
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We encourage the readers of this document to read our risk factors in their entirety contained in Item 1A “Risk Factors” in our Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 5, 2025 and in other reports filed with the SEC that discuss the risks and factors that may affect our business.
Summary of Statements of Operations for the Three Months Ended March 31, 2025 and 2024
The following table sets forth our results of operations for the three months ended March 31, 2025 and 2024 (dollars in thousands):

| Three Months Ended March 31, |  |
| 2025 | 2024 | Increase (Decrease) | % |  |  |  |  |
Net revenue | $ | 52,411 |  | $ | 44,685 |  | $ | 7,726 |  | 17 | % |  |  |  |  |
Cost of revenue | 14,149 |  | 12,511 |  | 1,638 |  | 13 | % |  |  |  |  |
Sales and marketing expenses | 16,572 |  | 14,169 |  | 2,403 |  | 17 | % |  |  |  |  |
General and administrative expenses | 30,280 |  | 24,730 |  | 5,550 |  | 22 | % |  |  |  |  |
Restructuring | 40 |  | — |  | 40 |  | 100 | % |  |  |  |  |
Research and development expenses | 2,351 |  | 2,998 |  | (647) |  | (22) | % |  |  |  |  |
Other (income) expense, net | (518) |  | 613 |  | (1,131) |  | (185) | % |  |  |  |  |
Provision for income taxes (benefit) | 196 |  | (2,531) |  | 2,727 |  | 108 | % |  |  |  |  |
Net loss | $ | (10,659) |  | $ | (7,805) |  | $ | 2,854 |  | 37 | % |  |  |  |  |

Net Revenue
The following tables set forth our net revenue by geography and product category for the three months ended March 31, 2025 and 2024 (dollars in thousands):

| Three Months Ended March 31, |  |
Product sales by geographic location: | 2025 |  | 2024 |  |  |  |
U.S. | $ | 40,891 |  |  | $ | 34,305 |  |  |  |  |
International | 11,520 |  |  | 10,380 |  |  |  |  |
Total | $ | 52,411 |  |  | $ | 44,685 |  |  |  |  |
| Three Months Ended March 31, |  |
Product sales by category: | 2025 |  | 2024 |  |  |  |
Trauma and deformity | $ | 37,867 |  |  | $ | 33,302 |  |  |  |  |
Scoliosis | 13,664 |  |  | 10,203 |  |  |  |  |
Sports medicine/other | 880 |  |  | 1,180 |  |  |  |  |
Total | $ | 52,411 |  |  | $ | 44,685 |  |  |  |  |

Net revenue increased $7.7 million, or 17%, from $44.7 million for the three months ended March 31, 2024 to $52.4 million for the three months ended March 31, 2025. The increase during the three months ended March 31, 2025 was primarily driven by strong performance across global Trauma and Deformity, Scoliosis and OP Specialty Bracing.
Trauma and deformity sales increased $4.6 million, or 14%, from $33.3 million during the three months ended March 31, 2024, to $37.9 million for the three months ended March 31, 2025. The increase for the three month period ended March 31, 2025 was primarily driven by strong growth across numerous product lines, specifically our Cannulated Screws, PNP Femur, PediPlate, external fixation and Pega systems. Scoliosis sales increased $3.5 million, or 34%, from $10.2 million during the three months ended
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March 31, 2024, to $13.7 million for the three months ended March 31, 2025. The increase for three month period ended March 31, 2025 was primarily driven by increased sales of our RESPONSE 5.5/6.0 and ApiFix systems and revenue generated from 7D Technology. Sports medicine / other decreased $0.3 million, or 25%, during the three months ended March 31, 2025. Nearly all the change in each category was due to an increase or decrease in the unit volume sold and not a result of price changes.
Cost of Revenue and Gross Margin
Cost of revenue increased $1.6 million, or 13%, from $12.5 million for the three months ended March 31, 2024 to $14.1 million for the three months ended March 31, 2025. The increases were due primarily to sales volume. Gross margin was 73% and 72% for the three months ended March 31, 2025 and March 31, 2024, respectively.
Sales and Marketing Expenses
Sales and marketing expenses increased $2.4 million, or 17%, to $16.6 million for the three months ended March 31, 2025 from $14.2 million for the three months ended March 31, 2024. The increase in the three months ended March 31, 2025 was due primarily to increased sales commission expenses and an overall increase in volume of units sold.
General and Administrative Expenses
General and administrative expenses increased $5.6 million, or 22%, from $24.7 million for the three months ended March 31, 2024 to $30.3 million for the three months ended March 31, 2025. The increase for the three months ended March 31, 2025 was due primarily to the additional personnel though clinic acquisitions. Stock compensation increased $1.0 million for the three months ended March 31, 2025 due to the increase in personnel.
Depreciation and amortization expenses decreased $0.2 million, or 5% from $5.0 million for the three months ended March 31, 2024 to $4.8 million for the three months ended March 31, 2025.
Restructuring Expense
In 2024, the Company initiated a global restructuring plan aimed at improving operational efficiency, reducing costs by integrating the ApiFix product into the broader OP Scoliosis portfolio, and reducing staff across all of OrthoPediatrics Corp (the "2024 Restructuring Plan"). In connection with the 2024 Restructuring Plan, the Company recorded restructuring expenses of less than $0.1 million for the three months ended March 31, 2025 compared to $0 for the three months ended March 31, 2024.
Research and Development Expenses
Research and development expenses decreased $0.6 million, or 22%, from $3.0 million for the three months ended March 31, 2024 to $2.4 million for the three months ended March 31, 2025. The decrease for the three months ended March 31, 2025 was primarily due to the timing of product development during the first quarter of 2024 compared to the first quarter of 2025.
Total Other (Income) Expenses
Other income was $0.5 million for the three months ended March 31, 2025 compared to other expense of $0.6 million for the three months ended March 31, 2024, a change of $1.1 million or 185%. The change for the three months ended March 31, 2025 was primarily driven by an increase in foreign exchange gain.
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Liquidity and Capital Resources
We have incurred operating losses since inception which resulted in negative cash flows used in operating activities of $4.2 million and $6.7 million for the three months ended March 31, 2025 and 2024, respectively. As of March 31, 2025, we had an accumulated deficit of $246.2 million. We anticipate that our losses will continue in the near term as we continue to expand our product portfolio and invest in additional consigned implant and instrument sets to support our expansion into existing and new markets. Since inception, we have funded our operations primarily with proceeds from the sales of our common and preferred stock, convertible securities and debt, as well as through sales of our products. At March 31, 2025, we had cash and cash equivalents, restricted cash and short-term investments of $60.8 million.
Cash Flows
The following table sets forth our cash flows from operating, investing and financing activities for the periods indicated (dollars in thousands):

| Three Months Ended March 31,
| 2025 |  | 2024
Net cash used in operating activities | $ | (4,156) |  |  | $ | (6,690) |
Net cash used in investing activities | (5,987) |  |  | (3,679) |
Net cash used in financing activities | (126) |  |  | (573) |
Effect of exchange rate changes on cash, cash equivalents and restricted cash | (79) |  |  | 1,479 |
Net decrease in cash, cash equivalents and restricted cash | $ | (10,348) |  |  | $ | (9,463) |

Cash Used in Operating Activities
Net cash used in operating activities was $4.2 million and $6.7 million for the three months ended March 31, 2025 and 2024, respectively. The primary use of this cash was to fund our operations related to the development and commercialization of our products in each of these periods. Net cash used for working capital was $1.2 million for the three months ended March 31, 2025 compared to $4.9 million for the three months ended March 31, 2024. The increase in cash used in operating activities was primarily driven by inventory purchases to support sales growth as well as changes in accounts receivable and accounts payable associated with the increased sales and acquired inventory, respectively.
Cash Used in Investing Activities
Net cash provided by investing activities for the three months ended March 31, 2025 was $6.0 million compared to $3.7 million for the three months ended March 31, 2024. Net cash used in investing activities for the three months ended March 31, 2025 consisted primarily of the purchases of property, plant and equipment of $4.2 million, along with the investment in private companies. The increase in cash related to investing activities is primarily driven by no longer having cash provided by the sale of short term marketable securities to offset cash used in business combinations.
Cash Used in Financing Activities
Net cash used in financing activities for the three months ended March 31, 2025 was $0.1 million compared to $0.6 million for the three months ended March 31, 2024. Net cash for the three months ended March 31, 2025 consisted of payments on clinic acquisition notes and mortgage notes.
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Indebtedness
Credit Agreement
On August 05, 2024, the Company signed an $100 million term loan and private placement arrangement with Braidwell LP by and among (i) the Company and other borrowers party to the Credit Agreement, (ii) Braidwell LP, and (iii) the financial institutions or other entities from time to time party thereto as Lenders. Terms of the financing include a $50 million term loan and $50 million of convertible notes. The term loan consists of an initial term loan of $25 million and access to a delayed draw term loan facility for an additional $25 million, subject to certain terms and conditions. The interest rate on the term loan is SOFR + 6.50% with the Company having the option to make a payment-in-kind interest payment equal to 1.00% per annum of the rate. Payments are interest only until the maturity date in August 2029. Included in the term loan are financial covenants to maintain cash in certain pledged accounts of at least 25% of the outstanding principal amount of the loan and to maintain certain minimum net product sales during the loan period.
The $50 million of convertible notes will accrue interest at a rate of 4.75% per annum. Payments will consist of interest only until the maturity date in February 2030. The notes are convertible into common stock of the Company at an initial conversion price of $40.98, which represents a 30% premium to the Company’s volume weighted average common stock price for the thirty trading days ended August 2, 2024.
In connection with its approval of the financing, the Company’s Board approved a stock repurchase program of up to $5 million in value of the Company’s outstanding common stock. Using the closing price on August 2, 2024, of $29.56, the amount of common stock subject to the repurchase program represents approximately 169,000 shares or 0.7% of the Company’s outstanding common stock. No shares have been purchased under this program as of March 31, 2025. The dollar limit on repurchases under the program after December 21, 2024 was reduced to $250,000 per annum.
The proceeds from the financing will be used to repay the Company’s outstanding debt of approximately $10 million, transaction fees incurred in connection with the financing, potential stock repurchases under the program described above, and for general corporate purposes and working capital needs.
The debt facilities replace the $80 million Credit, Security, and Guaranty Agreement with MidCap Funding IV Trust and MidCap Financial Trust and other parties named therein. There was approximately $10 million outstanding under the MidCap Credit Agreement and it was terminated in connection with the Term Loan Agreement.
Tawani Mortgage
In August 2013, pursuant to the purchase of our office and warehouse space, we entered into a mortgage note payable to Tawani Enterprises Inc., the owner of which is a member of Squadron’s management committee. Pursuant to the terms of the mortgage note, we pay Tawani Enterprises Inc. monthly principal and interest installments of $15,543, with interest compounded at 5% until maturity in August 2028, at which time a final payment of remaining principal and interest will become due.
See Note 6 - Debt and Credit Arrangements in Item 1 for further detail regarding our debt.
Pediatric Orthopedic Business Seasonality
Our revenue is typically higher in the summer months and holiday periods, driven by higher sales of our trauma and deformity and scoliosis products, which is influenced by the higher incidence of pediatric surgeries during these periods due to recovery time provided by breaks in the school year. Additionally,
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our scoliosis patients tend to have additional health challenges that make scheduling their procedures variable in nature.
Critical Accounting Policies and Significant Judgments and Estimates
There were no material changes to our critical accounting policies that are disclosed in our audited consolidated financial statements for the year ended December 31, 2024 filed with the SEC on March 5, 2025.
Recent Accounting Pronouncements
See Note 2 - Significant Accounting Policies in Item 1 Financial Statements of Part 1 of this Quarterly report on Form 10-Q for a description of recent accounting pronouncements applicable to our condensed consolidated financial statements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
We consider our greatest potential area of market risk exposure to be interest rate risk related to our indebtedness and foreign currency exchange rate risk on our operating results. Quantitative and qualitative disclosures about exchange rate risk are included in Item 7A "Quantitative and Qualitative Disclosures About Market Risk" of our Annual Report on Form 10-K for 2024. There were no material changes from the information provided therein.
ITEM 4. CONTROLS AND PROCEDURES
a.Evaluation of Disclosure Controls and Procedures
Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) at the end of the period covered by this quarterly report.
Based on this evaluation, we concluded that, as of such date, our disclosure controls and procedures were effective to provide reasonable assurance that the information required to be disclosed by us in the reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
We recognize that any controls system, no matter how well designed and operated, can provide only reasonable assurance of achieving its objectives, and our management necessarily applies its judgment in evaluating the benefits of possible controls and procedures relative to their costs.
b. Changes in Internal Control over Financial Reporting
There were no changes in our internal control over financial reporting during the period covered by this quarterly report that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act).
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, we are involved in various legal proceedings arising in the ordinary course of our business.
A discussion of certain of those legal proceedings is contained in Note 12 – Commitments and Contingencies (under the heading “Legal Proceedings”) of the notes to the condensed consolidated financial statements included in Item 1. Financial Statements of Part I of this quarterly report on Form 10-Q, which discussion is incorporated herein by reference.
We are not presently a party to any other legal proceedings the outcome of which, if determined adversely to us, would individually or in the aggregate materially affect our financial position, results of operations or cash flows.
ITEM 1A. RISK FACTORS
In addition to the other information set forth in this quarterly report, you should carefully consider the factors discussed in “Risk Factors” in our Annual Report on Form 10-K filed with the SEC on March 5, 2025. Other than as described below, there have been no material changes to these Risk Factors since the filing of our Annual Report on Form 10-K.
We are subject to risks of doing business in other countries, including those related to tariffs, trade restrictions and government actions.
We are subject to risks of doing business internationally, including:
•changes in regulatory requirements or other executive branch actions, such as Executive Orders;
•changes in the global trade environment, including potential deterioration in geopolitical or trade relations between countries;
•disputes with authorities in non-U.S. jurisdictions, including international trade authorities;
•imposition of domestic and international taxes, export controls, tariffs, duties, embargoes, sanctions and other trade restrictions;
•tariffs, duties or other costs attributable to the importation of raw materials, parts, products and services, which could impact sales and/or delivery of products and services outside the U.S. and/or impose increased costs on us, our supply chain or our customers; and
•fluctuations in international currency exchange rates.
While the impact of these factors is difficult to predict, any one or more of these factors could adversely affect our operations.
The United States recently announced changes to U.S. trade policy, including adding new or modifying existing tariffs on imports, in some cases significantly. For example, on April 2, 2025, the United States announced a 10% baseline reciprocal tariff on imports from all countries, plus an additional country-specific tariff on imports from select trading partners. Other countries have announced retaliatory actions or plans for retaliatory actions. On April 9, 2025, the United States implemented a 90-day pause on the country-specific tariffs for all countries except China, while maintaining the 10% baseline tariff. Tariffs and
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any retaliatory actions could significantly increase the cost of our products and result in lower demand for our products.
Impacts from potential deterioration in geopolitical or trade relationships between the United States and other countries, including as a result of the risks described above, could have a material adverse impact on our financial position, results of operations and/or cash flows.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
a. Sale of Unregistered Securities.
None.
b. Use of Proceeds.
None.
c. Issuer Purchases of Equity Securities.
None.
On August 2, 2024, the Board of Directors of the Company approved a limited stock repurchase program of up to $5.0 million in aggregate investment of the Company’s outstanding common stock, $0.00025 par value per share. The dollar limit on repurchases under the program after December 31, 2024 was reduced to $250,000 per annum. The program does not have an expiration date. However, it may be discontinued by the Board of Directors at any time. The Company has not yet repurchased any shares of its common stock pursuant to the repurchase program.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
None.
ITEM 5. OTHER INFORMATION
a. Information required under Form 8-K.
None.
b. Modifications to nomination process.
None.
c. Insider trading arrangements.
During the three months ended March 31, 2025, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non Rule 10b5-1 trading arrangement", as each term is defined in Item 408(a) of Regulation S-K.
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ITEM 6. EXHIBITS
The following exhibits are included within this Report or incorporated herein by reference.
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Exhibit Number |  |  |  | Description
2.3 w |  |  |  | Membership Interest Purchase Agreement, dated May 1, 2023, by and among OrthoPediatrics Corp., Kevin Unger, DINZE LLC, and the sole member of DINZE LLC (Incorporated by reference to Exhibit 2.1 of registrant's form 8-K filed on May 1, 2023) (SEC File No. 001-38242)
2.4 w |  |  |  | Stock Purchase Agreement, dated January 5, 2024, by and among OrthoPediatrics Corp., Boston Brace International, Inc., GreatBanc Trust Company, solely in its capacity as trustee of Boston Brace International, Inc. Employee Stock Ownership Trust, the Selling Equityholders (as defined therein), and Thomas Morrissey, solely in his capacity as Sellers' Representative (incorporated by reference to Exhibit 2.1 of registrant's Form 8-K filed on January 8, 2024) (SEC File No. 001-38242)
3.1 |  |  |  | Amended and Restated Certificate of Incorporation of OrthoPediatrics Corp. (Incorporated by reference to Exhibit 3.1 of registrant's Form 8-K filed on October 16, 2017) (SEC File No. 001-38242)
3.2 |  |  |  | Amended and Restated Bylaws of OrthoPediatrics Corp. (Incorporated by reference to Exhibit 3.1 of registrant's Form 8-K filed on November 8, 2023) (SEC File No. 001-38242)
4.1 |  |  |  | Specimen stock certificate evidencing the shares of common stock (Incorporated by reference to Exhibit 4.1 of registrant's Amendment No. 3 to Form S-1 filed on October 2, 2017) (SEC File No. 333-212076)
4.2 |  |  |  | Registration Rights Agreement, by and between the registrant and Squadron, dated as of May 30, 2014 (Incorporated by reference to Exhibit 4.2 of registrant's Form S-1 filed on June 16, 2016) (SEC File No. 333-212076)
4.3 |  |  |  | First Amendment to Registration Rights Agreement, by and between the registrant and Squadron, dated October 16, 2017 (Incorporated by reference to Exhibit 10.2 of registrant's Form 8-K filed on October 16, 2017) (SEC File No. 001-38242)
4.4 |  |  |  | Stockholders Agreement, by and between the registrant and Squadron, dated October 16, 2017 (Incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on October 16, 2017) (SEC File No. 001-38242)
4.5 |  |  |  | Indenture, dated as of August 12, 2024, between OrthoPediatrics Corp. and U.S. Bank Trust Company, National Association, as trustee (incorporated by reference to Exhibit 4.1 of registrant’s Form 8-K filed on August 12, 2024 (SEC File No. 001-38242).
4.6 |  |  |  | Form of 4.75% Convertible Senior Notes due February 15, 2030 (incorporated by reference to Exhibit 4.2 of registrant’s Form 8-K filed on August 12, 2024 (SEC File No. 001-38242).
10.1 |  | *+ |  | OrthoPediatrics Corp. Non-Employee Director Compensation Policy, effective May 6, 2025
10.2 |  |  |  | Credit, Security and Guaranty Agreement, dated December 29, 2023, by and among OrthoPediatrics Corp., MidCap Financial Trust, and other parties named therein (incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on January 2, 2024 (SEC File No. 001-38242)
10.3 |  |  |  | Credit Agreement and Guaranty, dated as of August 5, 2024, by and among OrthoPediatrics Corp. and its wholly owned domestic subsidiaries, as borrowers, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Wilmington Trust, National Association, as agent (incorporated by reference to Exhibit 10.1 of registrant's Form 8-K filed on August 5, 2024 (SEC File No. 001-38242)
10.4 |  |  |  | Purchase Agreement, dated August 5, 2024, by and between OrthoPediatrics Corp. and Braidwell Transaction Holdings LLC - Series 10 (incorporated by reference to Exhibit 10.2 of registrant's Form 8-K filed on August 5, 2024 (SEC File No. 001-38242)
31.1 |  | + |  | Certification of Chief Executive Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2 |  | + |  | Certification of Chief Financial Officer pursuant to Exchange Act Rules 13a-14(a) and 15d-14(a), as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1 |  | ++ |  | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2 |  | ++ |  | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS |  | + |  | Inline XBRL Instance Document (The instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.)
101.SCH |  | + |  | Inline XBRL Taxonomy Extension Schema Document
101.CAL |  | + |  | Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF |  | + |  | Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB |  | + |  | Inline XBRL Taxonomy Extension Label Linkbase Document

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101.PRE |  | + |  | Inline XBRL Taxonomy Extension Presentation Linkbase Document
104 |  |  |  | Cover Page Interactive Data File (formatted as Inline XBRL and included in Exhibit 101)

w The exhibits and schedules to the applicable agreement have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The Company agrees to furnish a copy of any schedule omitted from such agreement to the SEC upon request.
* Exhibits that describe or evidence management contracts or compensatory plans or arrangements required to be filed as Exhibits to this Report.
+ Filed herewith.
++ Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

May 8, 2025 | By: | /s/ David R. Bailey
|  | David R. Bailey President and Chief Executive Officer
|  | (Principal Executive Officer)

May 8, 2025 | By: | /s/ Fred L. Hite
|  | Fred L. Hite Chief Financial Officer and Chief Operating Officer
|  | (Principal Financial and Accounting Officer)

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