kids-20250930

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 September 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 October 28, 2025, the registrant had 25,077,330 outstanding shares of common stock, $0.00025 par value per share.

OrthoPediatrics Corp.

Form 10-Q

For the Quarterly Period Ended September 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 - September 30, 2025 and December 31, 2024	4
	Condensed Consolidated Statements of Operations - Three and Nine Months Ended S eptember 30, 2025 and 2024	5
	Condensed Consolidated Statements of Comprehensive Loss - Three and Nine Months Ended Se ptember 30, 2025 and 2024	6
	Condensed Consolidated Statements of Stockholders' Equity - Three and Nine Months Ended September 30, 2025 and 2024	7
	Condensed Consolidated Statements of Cash Flows - Nine Months Ended September 30, 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	36
Item 4	Controls and Procedures	36

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	38
Item 4	Mine Safety Disclosures	38
Item 5	Other Information	38
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)


	September 30, 2025		December 31, 2024
ASSETS
Current assets:
Cash	$	16,826	$	43,820
Restricted cash	2,058		1,957
Short-term investments	40,902		25,013
Accounts receivable - trade, net of allowances of $1,486 and $1,145, respectively	51,274		42,357
Inventories, net	128,807		117,005
Prepaid expenses and other current assets	5,985		7,021
Total current assets	245,852		237,173

Property and equipment, net	51,204		50,596
Other assets:
Amortizable intangible assets, net	63,262		64,427
Goodwill	103,613		93,844
Other intangible assets	15,941		16,752
Other non-current assets	13,614		10,417
Total other assets	196,430		185,440

Total assets	$	493,486	$	473,209

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable - trade	$	7,164	$	8,908
Accrued compensation and benefits	13,821		13,888
Current portion of long-term debt with affiliate	166		160
Current portion of acquisition installment payable	1,181		1,347
Other current liabilities	10,900		9,659
Total current liabilities	33,232		33,962
Long-term liabilities:
Long-term term loan	48,065		23,957
Long-term convertible note	48,327		47,913
Long-term debt with affiliate, net of current portion	326		451
Other long-term debt, net of current portion	2,456		635
Acquisition installment payable, net of current portion	227		2,452
Deferred income taxes	3,804		3,381
Other long-term liabilities	7,740		5,892
Total long-term liabilities	110,945		84,681

Total liabilities	144,177		118,643

Stockholders' equity:
Common stock, $0.00025 par value; 50,000,000 shares authorized; 25,077,330 shares and 24,217,508 shares issued as of September 30, 2025 and December 31, 2024, respectively	6		6
Additional paid-in capital	618,041		600,897
Accumulated deficit	(265,109)		(235,564)
Accumulated other comprehensive loss	(3,629)		(10,773)
Total stockholders' equity	349,309		354,566
Total liabilities and stockholders' equity	$	493,486	$	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 September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net revenue	$	61,250	$	54,573	$	174,743	$	152,060
Cost of revenue	15,976		14,513		47,188		39,027
Gross profit	45,274		40,060		127,555		113,033
Operating expenses:
Sales and marketing	18,652		16,750		54,327		47,512
General and administrative	29,155		26,299		89,878		78,358
Intangible asset impairment	2,268		—		2,268		—
Restructuring	2,294		—		5,305		—
Research and development	2,333		2,577		6,843		8,118
Total operating expenses	54,702		45,626		158,621		133,988

Operating loss	(9,428)		(5,566)		(31,066)		(20,955)
Other expense (income):
Interest expense, net	1,822		404		4,064		1,302
Loss on early extinguishment of debt	—		3,230		—		3,230
Other expense (income)	648		(63)		(5,705)		33
Total other expense (income), net	2,470		3,571		(1,641)		4,565

Net loss before income taxes	$	(11,898)	$	(9,137)	$	(29,425)	$	(25,520)
Income tax (benefit) charge	(125)		(1,218)		120		(3,767)


Net loss	$	(11,773)	$	(7,919)	$	(29,545)	$	(21,753)
Weighted average shares outstanding
Basic and diluted	23,565,779		23,171,249		23,420,158		23,046,155

Net loss per share
Basic and diluted	$	(0.50)	$	(0.34)	$	(1.26)	$	(0.94)

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS

(Unaudited) (In Thousands)


	Three Months Ended September 30,				Nine Months Ended September 30,
	2025		2024		2025		2024
Net loss	$	(11,773)	$	(7,919)	$	(29,545)	$	(21,753)
Other comprehensive loss:
Foreign currency translation adjustment	1,231		3,623		6,937		(1,066)
Unrealized gain on short-term investments	112		—		208		109
Adjustment for realized losses	(26)		—		(1)		(118)
Other comprehensive gain (loss), net of tax	1,317		3,623		7,144		(1,075)
Comprehensive loss	$	(10,456)	$	(4,296)	$	(22,401)	$	(22,828)

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In Thousands, Except Share Data)


		Three and Nine Months Ended September 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
Net loss		—	—				—		(11,773)		—		(11,773)
Other comprehensive gain		—	—				—		—		1,317		1,317
Restricted stock		4,828	—				4,251		—		—		4,251
Balance at September 30, 2025		25,077,330	$	6			$	618,041	$	(265,109)	$	(3,629)	$	349,309

See notes to condensed consolidated financial statements.

ORTHOPEDIATRICS CORP.

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

(Unaudited)

(In Thousands, Except Share Data)


	Three and Nine Months Ended September 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	$

SEC Form 10-Q filed by OrthoPediatrics Corp.