ofix-8k_20190506.htm

Delaware	0-19961	98-1340767
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

3451 Plano Parkway Lewisville, Texas		75056
(Address of principal executive offices)		(Zip Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

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. ☐

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common stock

OFIX

NASDAQ

On May 6, 2019, Orthofix Medical Inc. (the “Company” or “Orthofix”) issued a press release announcing, among other things, its financial results for the first quarter ended March 31, 2019. A copy of the press release is furnished herewith as Exhibit 99.1 and attached hereto.

The information furnished in this Item 2.02, including the exhibit furnished herewith as Exhibit 99.1, will not be treated as “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the “Securities Act”), or into another filing under the Exchange Act, unless that filing expressly refers to specific information in this Report.

The information disclosed under Item 7.01 hereof is also responsive to this Item 2.02 and is incorporated by reference into this Item 2.02.

The press release furnished as Exhibit 99.1 announced changes to the Company’s reportable business segments, effective March 31, 2019, to align with changes in how the Company manages its business, reviews operating performance and allocates resources.

As of the first quarter 2019, the Company began reporting results under two reportable segments: Global Spine and Global Extremities. Previously, operating results for the Global Spine reporting segment were reported as the Bone Growth Therapies, Spinal Implants, and Biologics segments. The Company began reporting its financial results under the new reportable segments with the filing of its Form 10-Q for the quarter ending March 31, 2019.

Two years of historical financial results for previously reported quarterly and annual periods for fiscal 2018 and 2017 have been recast reflecting the two new reportable segments and are provided in Exhibit 99.2.


Prior Reporting Segments		New Reporting Segments
Bone Growth Therapies		Global Spine
Spinal Implants		Global Extremities
Biologics
Orthofix Extremities

In addition to changing its reportable business segments, the Company changed its profitability measure for its reporting segments to earnings before interest income/expense, net; income tax expense; depreciation and amortization (“EBITDA”), which is a non-GAAP measure.

EBITDA is a measure used by management and, therefore, provided to investors to provide comparability between periods of underlying operational results. EBITDA should not be considered in isolation or as substitutes for net income, operating income (loss), or revenue determined in accordance with generally accepted accounting principles in the United States (“GAAP”). The non-GAAP financial measure and reconciliation thereof to the most directly comparable measures prepared in accordance with GAAP are included in the recast of historical financial results for changes to reportable business segments furnished as Exhibit 99.2 hereto.

The press release furnished as Exhibit 99.1 also provides an update on the Company’s business outlook, that is intended to be within the safe harbor provided by the Private Securities Litigation Reform Act of 1995 (the “Act”) as comprising forward looking statements within the meaning of the Act.

The information furnished in this Item 7.01, including the exhibit furnished herewith as Exhibit 99.1, will not be treated as “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section. This information will not be deemed incorporated by reference into any filing under the Securities Act, or into another filing under the Exchange Act, unless that filing expressly incorporates by reference this Item 7.01 of this report.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Orthofix Medical Inc.

By:

/s/ Kimberley A. Elting

Kimberley A. Elting

Chief Legal and Administrative Officer