kids-20250630

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 June 30, 2025

☐ 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 August 5, 2025, the registrant had 25,073,602 outstanding shares of common stock, $0.00025 par value per share.

OrthoPediatrics Corp.

Form 10-Q

For the Quarterly Period Ended June 30, 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 - June 3 0 , 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Operations - Three and Six Months Ended June 3 0 , 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Loss - Three and S i x Months Ended June 3 0 , 2025 and 2024	6
	Condensed Consolidated Statements of Stockholders' Equity - Three and Six Months Ended June 3 0 , 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows - Six Months Ended June 3 0 , 2025 and 2024	9
	Notes to Condensed Consolidated Financial Statements	11
Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	28
Item 3	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4	Controls and Procedures	35

PART II. OTHER INFORMATION
Item 1	Legal Proceedings	37
Item 1A	Risk Factors	37
Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	38
Item 3	Defaults Upon Senior Securities	39
Item 4	Mine Safety Disclosures	39
Item 5	Other Information	39
Item 6	Exhibits	39
Exhibit Index		40
Signatures		42

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.

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

(In Thousands, Except Share Data)


	June 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	44,553	$	43,820
Restricted cash	2,052		1,957
Short-term investments	25,596		25,013
Accounts receivable - trade, net of allowances of $1,410 and $1,145, respectively	53,797		42,357
Inventories, net	125,265		117,005
Prepaid expenses and other current assets	6,439		7,021
Total current assets	257,702		237,173

Property and equipment, net	52,928		50,596
Other assets:
Amortizable intangible assets, net	62,950		64,427
Goodwill	99,019		93,844
Other intangible assets	17,082		16,752
Other non-current assets	13,925		10,417
Total other assets	192,976		185,440

Total assets	$	503,606	$	473,209

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade	$	12,687	$	8,908
Accrued compensation and benefits	13,398		13,888
Current portion of long-term debt with affiliate	164		160
Current portion of acquisition installment payable	610		1,347
Other current liabilities	11,807		9,659
Total current liabilities	38,666		33,962
Long-term liabilities:
Long-term term loan	47,942		23,957
Long-term convertible note	48,168		47,913
Long-term debt with affiliate, net of current portion	368		451
Other long-term debt, net of current portion	526		635
Acquisition installment payable, net of current portion	224		2,452
Deferred income taxes	3,525		3,381
Other long-term liabilities	8,673		5,892
Total long-term liabilities	109,426		84,681

Total liabilities	148,092		118,643

Stockholders' equity:
Common stock, $0.00025 par value; 50,000,000 shares authorized; 25,072,502 shares and 24,217,508 shares issued as of June 30, 2025 and December 31, 2024, respectively	6		6
Additional paid-in capital	613,790		600,897
Accumulated deficit	(253,336)		(235,564)
Accumulated other comprehensive loss	(4,946)		(10,773)
Total stockholders' equity	355,514		354,566
Total liabilities and stockholders' equity	$	503,606	$	473,209

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

(In Thousands, Except Share and Per Share Data)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net revenue	$	61,082	$	52,802	$	113,493	$	97,487
Cost of revenue	17,063		12,003		31,212		24,514
Gross profit	44,019		40,799		82,281		72,973
Operating expenses:
Sales and marketing	19,103		16,593		35,675		30,762
General and administrative	30,443		27,329		60,723		52,059
Restructuring	2,971		—		3,011		—
Research and development	2,159		2,543		4,510		5,541
Total operating expenses	54,676		46,465		103,919		88,362

Operating loss	(10,657)		(5,666)		(21,638)		(15,389)
Other (income) expense:
Interest expense, net	1,116		261		2,242		898
Other (income) expense	(4,709)		120		(6,353)		96
Total other (income) expense, net	(3,593)		381		(4,111)		994

Net loss before income taxes	$	(7,064)	$	(6,047)	$	(17,527)	$	(16,383)
Income tax charge (benefit)	49		(18)		245		(2,549)


Net loss	$	(7,113)	$	(6,029)	$	(17,772)	$	(13,834)
Weighted average shares outstanding
Basic and diluted	23,460,144		23,145,064		23,346,141		22,982,921

Net loss per share
Basic and diluted	$	(0.30)	$	(0.26)	$	(0.76)	$	(0.60)

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited) (In Thousands)


	Three Months Ended June 30,				Six Months Ended June 30,
	2025		2024		2025		2024
Net loss	$	(7,113)	$	(6,029)	$	(17,772)	$	(13,834)
Other comprehensive loss:
Foreign currency translation adjustment	6,635		(3,263)		5,706		(4,689)
Unrealized gain on short-term investments	27		—		96		109
Adjustment for realized gains (losses)	18		—		25		(118)
Other comprehensive gain (loss), net of tax	6,680		(3,263)		5,827		(4,698)
Comprehensive loss	$	(433)	$	(9,292)	$	(11,945)	$	(18,532)

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In Thousands, Except Share Data)


		Three and Six Months Ended June 30, 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
Net loss		—	—				—		(7,113)		—		(7,113)
Other comprehensive gain		—	—				—		—		6,680		6,680
Restricted stock		178,552	—				5,252		—		—		5,252
Issuance of common stock		55,143	—				1,261		—		—		1,261
Stock portion of MedTech anniversary payment		10,830	—				226		—		—		226
Capital contribution associated with reclassification of MedTech liability to equity		—	—				2,062		—		—		2,062
Balance at June 30, 2025		25,072,502	$	6			$	613,790	$	(253,336)	$	(4,946)	$	355,514

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In Thousands, Except Share Data)


	Three and Six Months Ended June 30, 2024
									Accumulated
					Additional				Other		Total
	Common Stock			Paid-in	Accumulated		Comprehensive		Stockholders'
	Shares	Value			Capital		Deficit		Loss		Equity
Balance at January 1, 2024	23,378,408	$	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	23,540,411	$	6		$	583,086	$	(205,547)	$	(6,961)	$	370,584
Net loss	—	—			—		(6,029)		—		(6,029)
Other comprehensive loss	—	—			—		—		(3,263)		(3,263)
Stock portion of MedTech anniversary payment	4,288	—			133		—		—		133
Stock portion of ApiFix anniversary installment	245,812	—			6,929		—		—		6,929
Restricted stock	426,227	—			2,939		—		—		2,939
Balance at June 30, 2024	24,216,738	$	6		$	593,087	$	(211,576)	$	(10,224)	$	371,293

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited) (In Thousands)


	Six Months Ended June 30,
	2025		2024
OPERATING ACTIVITIES
Net loss	$	(17,772)	$	(13,834)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization	10,218		9,807
Stock-based compensation	9,111		5,738
Accretion of acquisition installment payable	98		537
Deferred income taxes	245		(2,955)
Non-cash other	(100)		—
Changes in certain operating assets and liabilities:
Accounts receivable - trade	(11,381)		(4,583)
Inventories	(8,899)		(10,420)
Prepaid expenses and other current assets	(501)		(403)
Accounts payable - trade	3,720		4,150
Accrued expenses and other liabilities	2,509		959
Other	(1,866)		(1,778)
Net cash used in operating activities	(14,618)		(12,782)

INVESTING ACTIVITIES
Acquisition of Boston O&P, net of cash acquired	—		(20,693)
Clinic acquisition, net of cash acquired	(320)		—
Sale of short-term marketable securities	—		49,855
Investment in private companies	(1,540)		—
Purchases of property and equipment	(7,672)		(13,144)
Net cash (used in) provided by investing activities	(9,532)		16,018

FINANCING ACTIVITIES
Proceeds from issuance of debt	25,000		—
Payments on mortgage notes	(78)		(71)
Payment of debt issuance costs	—		(343)
Installment payment for ApiFix	—		(2,250)
Installment payment for MedTech	—		(1,250)
Payments on clinic acquisition notes	(248)		(928)
Net cash provided by (used in) financing activities	24,674		(4,842)

Effect of exchange rate changes on cash, cash equivalents and restricted cash	304		(531)

NET INCREASE (DECREASE) IN CASH, CASH EQUIVALENTS AND RESTRICTED CASH	828		(2,137)

Cash, cash equivalents and restricted cash, beginning of year	$	45,777	$	33,027
Cash, cash equivalents and restricted cash, end of period	$	46,605	$

SEC Form 10-Q filed by OrthoPediatrics Corp.