Welcome to the Quarter Three 2020 OrthoPediatrics Corporation Earnings Conference Call. My name is Holly, and I’ll be your conference operator today. After the speakers’ remarks, we will have a question-and-answer session. [Operator Instructions] Please note that this conference is being recorded. I will now turn the call over to Jan Medina. Jan, you may begin.

Thank you, Holly, and thank you everyone for joining today’s call. With me from the Company are Mark Throdahl, Chief Executive Officer; Fred Hite, Chief Operating Officer and Chief Financial Officer; and David Bailey, President. Before we begin, I would like to caution listeners that comments made by management during this conference call will include forward-looking statements within the meaning of federal securities laws, including the Safe Harbor provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve material risks and uncertainties, and the Company’s actual results may differ materially. For a discussion of risk factors, including among others, the risks related to COVID-19, the impact such pandemic may have on the demand for the Company’s products and the Company’s ability to respond to the related challenges, I encourage you to review the Company’s most recent quarterly report on Form 10-Q, which will be filed with the Securities and Exchange Commission soon. During the call today, management will also discuss certain non-GAAP financial measures, which are used as supplemental measures of performance. The Company believes these measures provide useful information for investors in evaluating its operations period-over-period. For each non-GAAP financial measure referenced on this call, the Company has included a reconciliation of the non-GAAP financial measures to the most directly comparable GAAP financial measures in its earnings release. Please note that non-GAAP financial measures have limitations as analytical tools and should not be considered in isolation or as a substitute for OrthoPediatrics’ financial results prepared in accordance with GAAP. In addition, the content of this conference call contains time-sensitive information that is accurate only as of the date of the live broadcast, November 05, 2020. Except as required by law, the Company undertakes no obligation to revise or update any statements to reflect events or circumstances that take place after the date of this call. With that said, I’d like to turn the call over to Mark.

Good morning, everyone, and thank you for joining us today on our third quarter 2020 earnings conference call. I’d like to begin by recognizing all our OrthoPediatrics associates for their tremendous effort, which has produced the strong results during the recent quarter, including record revenue and improved EBITDA. The pandemic continues to pose challenges, particularly in some overseas markets, but our associates have been able to excel during these times of unprecedented difficulty. While the operating environment remains highly uncertain, the positive momentum we have seen since May accelerated during the recent quarter and has continued into October. We delivered accelerating growth in United States, improved our gross margin, and produced improved EBITDA and positive adjusted EBITDA. This morning, I will begin by providing an overview of our results by geography and product line, including our thinking on procedure recovery rates in the U.S. and abroad. I will then discuss our recent acquisitions, following which I’ll comment on additional progress and factors driving our business. I’ll then turn things over to Fred for a detailed financial review and the guidance for the fourth quarter, and we’ll then open the call up to your questions. The U.S. recovery, which began in the second quarter, continued to accelerate in the third, and we achieved domestic growth of 17% year-over-year with Trauma and Deformity and Scoliosis growing in line with total domestic sales, and Scoliosis increasing total users 33% on a year-to-date basis over third quarter 2019. This was a tremendous improvement over the 12% decline seen during the previous quarter. Moreover, U.S. sales continued to accelerate monthly during the third quarter, and we have seen consistent increases in domestic sales every month since April’s sharp decline. October domestic sales continued strong, and we -- and confirm that we are clearly on an…

Thanks Mark. Total revenue for the third quarter of 2020 was a record-setting $22.2 million and a 7% increase compared to $20.7 million for the same period last year. U.S. revenue for the third quarter of 2020 was $19.6 million, a 17% increase, compared to $16.8 million for the same period last year, representing 88% of total revenue. International revenue for the third quarter of 2020 was $2.6 million, a 34% decrease, compared to $4.0 million for the same period last year, representing 12% of total revenue. With domestic sales growth accelerating during the third quarter, we are very encouraged that we could build on the momentum we carry from earlier in the summer. Outside of the U.S., as Mark mentioned, with fewer stand-alone pediatric hospitals, the ex-U.S. procedure trends are taking longer to normalize and recovery in the international market continues to lag the recovery we’ve seen in the U.S., which also has resulted in little to no set sales to our stocking distributors outside of U.S. That being said, international performance was strongest in EMEA and Asia Pacific, particularly with the sales of our sales agencies. The recovery overseas is also more variable with Latin America a lagging performer for OP during the third quarter. Our third quarter revenue breakdown by product category was as follows: Trauma & Deformity revenue was $15.0 million, an 8% increase compared to $13.8 million in the same period last year. Strong growth in trauma continued to drive domestic sales, with encouraging signs of recovery seen in elective deformity surgeries. Scoliosis revenue in the third quarter of 2020 was $6.6 million, a 1.3% increase, compared to $6.5 million in the same period last year. And as Mark mentioned, our domestic Scoliosis business showed improvement during the latest quarter. Lastly, Sports Medicine/Other revenue in…

Thanks, Fred. In conclusion, the past nine months have been a strong reminder of how fortunate we are to serve the surgeons and healthcare providers we are proud to call our customers. We have unbounded admiration for their sacrifices as they put their lives on the line to improve the lives of children. I would also like to thank our associates throughout the world for their personal leadership that is allowed us to treat more than 188,000 children since 2008. I'm confident that our consistent execution will continue strengthening OrthoPediatrics' leading market position in pediatric orthopedics, and I'm confident that we will emerge from the COVID pandemic even stronger than when we entered it. With that, let's turn the call over to your questions, please.

Thank you. [Operator Instructions] And our first question is going to come from the line of Ryan Zimmerman, BTIG.

Thank you. Good morning, everyone.

Hey, Ryan, how are you doing?

Good. Thank you. I just want to follow-up on a couple of dynamics that you've talked about. One, I think at our recent investor meetings, you talked about the dynamic in the fall, where the Scoliosis season was extended into the fall a little bit, typically done in summer. And so, I'm wondering, Mark, if you can give some commentary and thoughts around how that is playing out and what that says, maybe, about the durability or the seasonality you expect going forward here? And what it could suggest for fourth quarter around scoliosis? And then I have a follow-up.

Certainly, Ryan. Dave Bailey has actually been talking to a number of our scoliosis surgeons personally on this issue. Dave?

Hey, Ryan, how are you? I think what we are seeing is a bit of a tail on the summer scoliosis season. We started to see that tail [ph] kind of continue to pick up through the balance of the end of summer and early into the fall. While it's too early to determine what the long-term ramifications are of COVID in terms of the seasonality of our business. I think what we can say is that, we're very pleased with the rate of surgeon adoption of our products in the scoliosis space. And we are starting to see a bit of a ramp into the back few months of the year here that would probably signal that we're picking up some of those cases that weren't done during the normal scoliosis season in the summer.

That's helpful. And then on this initiative to offer individually packed sterile products, is there something competitively that changed, that triggered your interest in pursuing kind of that individual packaged sterile product portfolio? I'm just curious kind of -- you've -- we've seen that in some other markets, we've seen that with some other competitors. I'm just wondering if that's something you're now pursuing more aggressively, particularly in the European market and maybe what the driving forces behind that?

I think Dave and I can both comment on that. Very quickly, my observation has been this is something we've been working on three years and has been an enormous undertaking in terms of finding the appropriate people who have been sterilized and configuring products and gaining regulatory approval to make that happen. This has been something that has been in demand in Europe for some time.

Yes. Ryan, this is at least at this stage is an entirely European phenomenon for us. And as Mark said, it's something we've been working on for a number of years, number of accounts and even in some countries right now that are demanding our products. One thing our products require are the products to be individually sterile packed. And while I'm not certain that the surgeons specifically are interested in that, I do believe the regulations are mandating that in the future. And so we wanted to be ahead of that curve when it was demanded of us in Europe. And so that's why we've invested in that and we're very pleased with the fact that we're near the completion of our capacity to sterilize these products and get them to our customers in Europe. We see no demand in the United States for individually sterile packaged product beyond the fact that in certain ones of our systems, we will probably benefit in terms of our asset utilization metrics with the ability to have just the implants sterile for certain of our larger kits. And so, you may see over the coming years diversification of the portfolio, whereby some of our instrument sets might be non-sterile, but some of the implants might be sterile, which is very common in an industry, and -- but certainly internationally, we see a demand. Domestically, we see little to no demand for that within the children's hospitals.

Got it, Okay. And then just one -- squeeze in one more for Fred, I don't want to leave him out. The gross margins certainly were driven, it's very clear on the lack of set purchases internationally, and it sounds like that should continue at least into the fourth quarter, but following that, Fred, should we expect gross margins to revert back to maybe more normalized levels closer to the mid-seven days in 2021 as you do expect stocking distributors to purchase sets potentially at lower margins into 2021? Thanks for taking the questions, guys.

Yes, Ryan, thanks for including me. The third quarter is always our highest gross margin when you look back in history, because the revenue is always the highest in the third quarter. And then traditionally, the fourth quarter revenue is always a little softer. And so the margins will come down a little bit in the fourth quarter. With that being said, we do anticipate that in 2021, we will get the benefit of the more sales coming from our agencies outside of the U.S. So while 2020 has been a little unusual with the limited set sales, we do think that we can continue kind of the 76%-ish, plus or minus, gross margin next year, which is similar to what we're going to see this year as we do increase agency sales and at the same time start to sell sets at the zero margin that we've done historically.

Understood. Thank you.

Thank you, Ryan.

And our next question will come from the line of Dave Turkaly, JMP Securities.

Great. Good morning, guys. Congrats on the domestic rebound. I just wanted to get your thoughts quickly, obviously, you did mention some concern over some COVID hotspots. Are you seeing anything recently that gives you any more pause domestically? What are your sort of assumptions as we move in 4Q about -- do you think elective procedures and hospital shutdowns may occur again or any areas where that might be happening?

So far we're not seeing that occurring. And I think that we're simply guarded as to what the future might bring. I think we would agree with others who observed that hospital stays generally are now shorter treatment is more robust for COVID patients, and we continue to, of course, see the majority of our business occurring in pediatric hospitals that would be unaffected. Internationally, it is a different story. In the U.K., there has begun yesterday a lockdown, a circuit breaker for the situation and that will impact the surgeries in non-pediatric centers. Italy, France, Spain are not quite as bad, but that is occurring there as well. So, internationally, we're much more guarded with regard to the impact of deferral of elective surgeries.

Got it. And you mentioned the three conversions that are likely to happen. I was just wondering if you could comment on how many others are there that you could look to do, let's say, over the next couple of years?

Yes, Dave. It's Dave Bailey. I think that there are others. I think these three are probably the big ones for us at the moment, and so, we've really focused our attention on ensuring that we can get these accomplished, have been in the works all year. And as you can imagine, this isn't a simple process and it isn't aided frankly by COVID environment or traveling to outside of the United States has been very difficult. So the great majority of our focus has been on getting these three done. And I think we'll be very pleased to have that accomplished here by year-end or end of the first quarter. And I think those three markets will have a substantially larger impact than any of the other markets at least in the short term that we may choose to take toward the agency model. That said, there are others, those would primarily be other substantial markets in Western Europe, and we are in early discussions with a few others. We may see the opportunity to do this with one or two Middle Eastern markets, but at this time, our heavy focus is really on these three markets in Europe that I think will substantially benefit us in 2021.

Thank you.

Thanks, Dave.

Thank you. Our next question is going to come from the line of Mike Matson with Needham & Company.

Good morning. Thanks for taking my questions. I guess I wanted to start with the international business, the decline that you saw there. Obviously, there is some procedural impact, but I was wondering if you could quantify or have a feel for the difference in the kind of destocking/set sales impact versus the actual procedure decline that happened there or maybe just don't have visibility of that?

Yes. I think what I would say is we're very pleased by the growth that we did see in our agency sales. So those that are selling directly to the hospital up 26% is very encouraging for us. And really the large majority of the reduction year-over-year came from the lack of set sales that we have traditionally experienced as our small independent stocking distributors historically would be purchasing those sets to grow and continue to expand their marketplace. And given COVID, they are still trying to get their feet underneath them and catch up on a cash basis before they're willing to reinvest more cash into their overall business. So the demand -- we do think that overall demand is less than what we're seeing in the U.S. because there are so many hotspots where things have slowed down. But clearly the reduction year-over-year is driven by the lack of set sales. In addition to that, I would point out that the currency fluctuations in Brazil has continued to have an impact on the business. The real is about 5.7, 5.5, in that range. It was about 3.5 about this time last year. So it's had a significant change in the overall cost of U.S. products being sold into Brazil.

Okay. Thanks. That's helpful. And then this move to this supplier, the 80% of your manufacturing. Can you -- has that helped your gross margin or do you expect to help your gross margins and can you quantify what the impact of that is expected to be?

I think it'd be my perspective that we are not doing this to improve gross margin as much as we're doing this to improve responsiveness and the control over quality, because this is a supplier just 40 minutes from our facility here in Warsaw, Indiana. Fred, do you have any sense as to whether there is a material gross margin impact here?

Yes. I completely agree. The main focus here is speed and getting product, particularly around our launches. But with that being said, our overall dramatic increase in volume to where we were three years ago has earned us volume discounts, particularly with this one supplier, which has helped our gross margin a little bit, but more importantly, it's reduced the amount of capital needed to deploy new sets into the marketplace. So, for example, that $13 million that we deployed this year maybe cost us $14 million three years ago, if you look at the cost we're paying today to what we paid historically.

Okay. That makes sense. And then just in terms of the M&A pipeline, I didn't hear as much commentary on that. I know you've got a few deals. So maybe you're going to digest those, but what's the outlook there? And did the pandemic helped or hurt the M&A prospects, companies out there that are willing to sell and pricing, things like that? Thanks.

Yes, Mike. So I think it would be a good assessment that you made that we are going to have to digest some of the technologies that we've acquired here over the last few years. Obviously, we had a huge ramp in the Orthex business and we're aggressively still launching and deploying sets and training the sales force. On the ApiFix side, we're just -- we're not even in -- we've barely started in the first inning here on ApiFix. While the ApiFix acquisition isn't complicated -- wasn't complicated in terms of joining the organizations, certainly launching that product in the United States and around the world is consuming a lot of energy. So, I don't expect that you -- you can expect not to see anything major on the horizon at least short-term. You might see some small bolt-on stuff, particularly in the external fixation area. We really like our position with the Orthex Hexapod, but there are some add-on technologies and products there that I think could strengthen our market position, but those would be very small. And we continue to be interested in partnerships, as we've said in the past, around digitization of the OR intraoperative navigation solutions, preoperative planning solutions. And so, we are always in discussions there with how we track our strategy in pediatrics, which we feel is frankly very different than how the ORs is being digitized in the adult space. But nothing major on the horizon at least in the near term.

Okay. Thank you.

Thanks, Mike.

Thank you. Our next question will come from the line of Matt O'Brien with Piper Sandler.

Thanks. Good morning. Thanks for taking the questions. And I'll start with Fred to make sure he doesn't feel left out at all.

Excellent.

Thank you. Of course, Fred, so you made a lot of comments about your confidence in 2021 with the set deployments and new products and ApiFix and conversions of distributors to direct. As I look at the Street numbers for next year, essentially, we're assuming that you get all the revenue you lost this year back next year and then you also grow again around that 20% level for next year. So, just not wanting to get too much in the guidance for next year right now, but just from a set perspective and from a personnel perspective, can you deliver that type of performance next year where you're getting close to $100 million in sales?

Yes. I think the message was just relaying how strong we feel about the confidence in our business and our business model. Obviously, we have to react and our results will be based on COVID, both domestically and outside of the U.S. and we can't predict that; nobody can. But regardless of COVID, we're very confident in our ability to continue to grow the business. We have many, many really positive growth drivers that we're going to be coming online here next year. And we're going to do very well to continue to take share both domestically and outside of the U.S. You're right, I don't want to get into predicting next year's revenue at this time, but I think the message is just clear that we're very, very confident, we're very pleased with the progress we've made this year in moving the business forward, in strengthening the business model, and that's going to continue to benefit us in the long term and we'll really start to see some of that kick in next year in 2021.

Got it. Okay. And then just I guess another one for you, Fred, on the instrument set side, you seem to be the [Indiscernible] as far as the sets go, what are your thoughts as far as set deployments are looking like into the future? Because I think -- I know in Q3, you're up at time, but I think year-to-date you're roughly flat. So should we see -- are we expecting an acceleration in set deployment here in Q4 and then into next year versus what we've seen here in 2020? And then, can you talk at all about the productivity of those sets? And then I do have one more follow-up for either Mark or Dave. Thanks.

Absolutely. Yes. So it's $13.1 million versus $13.7 million. So it's similar to what it was at this time last year. We do anticipate to continue to roll out more sets here in the fourth quarter as we continue to invest in these sets. A lot of it is focused on new products, products that have been developed or launched in the last couple of years and continuing to get more of those sets out there, which is very encouraging to see. Some of that is to our agency countries outside of the U.S. So we're investing and growing those locations as well. And we would fully expect that that will continue into next year at a similar pace. The really encouraging part is that we talk about ApiFix, for example, or Orthex, those systems are very, very capital efficient. And so, as those two systems become larger and larger percentage of our sales, the need for capital deployment will go down, and that we're encouraged by that and think that will continue to benefit from that starting next year a little bit, but definitely beyond that point. The returns we're seeing obviously will skew because of -- we look at it on a trailing 12-month sales basis, and so with this second quarter sales softness, it skews the overall return. But the bottom line is, we are absolutely pleased with the return we're getting on all the sets and particularly the new products that are being deployed in the adoption of those new products. Mark mentioned, the PNP, Cannulated Screw, PediFoots, all those systems are really, really having strong adoption. And so it's driving demand for more sets, which will continue to deploy here this year and next year.

Okay. Well, that's really encouraging. And then I guess the last one, again, for either Mark or Dave. On those -- on ApiFix, specifically, given how excited you are about that product, can you talk about those 20 IRB sites? Are they all existing customers or any of them new customers to OrthoPediatrics because of ApiFix? And then if they're not, if they're all existing customers, are any of those -- historically, they've been smaller customers but because of ApiFix and the opportunity there, they could be much, much bigger customers for OrthoPediatrics going forward? Thanks.

It's a mix, Matt. There are some existing customers, there are number of new customers. Most interesting to me is there are a number of new surgeons who have never used OrthoPediatrics response system. And so we would expect over time that there would be a pull-through of our conventional scoliosis fusion technology as these surgeons get to know us as a supplier and they see the outstanding service that our sales representatives might provide them. Do you have any other comments, Dave, more specifically?

Yes, Matt. So I think we are really bullish about the opportunity to pull through a number of response cases in the next few years from these accounts. I would say more than half of these accounts are not active users of the response system. So -- and there are, as you know, a very substantial accounts with very substantial well-known key opinion leaders. So while they may be using our trauma and limb deformity products, they haven't historically been active users of the response system. And even in some of these accounts, Matt, we have struggled historically to get our product or the response product approved, because the potential contracting obligations they have with another supplier like a Medtronic or DePuy. And we're in a good spot now in that circumstance, because if you remember correctly, the ApiFix device requires the use of two response screws. And so, to use the ApiFix device within an IRB site, that site is also required to approve for use on contract the response system. And so this gives our sales force a very nice hunting license into some substantially large key accounts that have historically not -- we've historically been shut out due to contracting. And so that was one, well, really a -- one of the drivers short term for the acquisition of ApiFix beyond how it's going to impact the lives of children through a non-fusion technique.

That's very helpful. Thank you so much.

Thanks, Matt.

Thank you. And our next question will come from the line of Kaila Krum with Truist Securities.

Hi guys. Thanks for taking my questions. So, you guys mentioned really strong growth in scoliosis users. So I love to just to get your sense as to whether or not you're seeing new users grow due to excitement around MID-C? Or what specifically is driving that? And then just how you're thinking about that translating into stronger revenue growth in the coming quarters?

Yes. So that's a great question. I think that it's a combination of things here. Certainly, we are tracking new users of our scoliosis system and the response system as a result of their exposure to the spine portfolio through the MID-C. We are definitely seeing that. But I think what we are really seeing probably more broadly is just the permanence of OrthoPediatrics in the marketplace. As you know, this is really, I believe, are only our sixth scoliosis season with the product, and we compete against companies that have been in the marketplace selling pedicle screws and these accounts for 20, 30 years. And so the fact that I think these accounts consistently see sales reps, they have extremely low turnover within our selling organization. They're being serviced across multiple different products by the same sales force. I think the trust that we're ultimately building with our customers now for six years of scoliosis sales and 12 years of product sales with these accounts is a bit of a title wave that is every quarter, every year attracting more and more customers to our Company more broadly. And we have good technologies on the scoliosis side and I think it's bolstered by the add-on of technologies like FIREFLY as well as technologies like the MID-C. And we are just -- we are seeing kind of all of those influences move customers to give our scoliosis systems a try and when they do, I think that we're seeing a lot of stickiness in people adopting the product once they give it a go. So we -- as we think about primary demand long-term, I know no other way to determine what things are going to look like in the future by just -- other than to look at the total number of people who are using your product, which are well in excess of 100 at this stage and growing rapidly and to say that when we return to a completely normal or more normal environment post-COVID, having dramatically more customers. I think points to substantially increasing growth number or revenue number over the course of the long-term.

Great. No, that makes a ton of sense. And then I guess just on MID-C, I think you guys mentioned that you've now done nine surgeries at seven centers. Can you just give us a little bit more anecdotal commentary what you're hearing from those cases? Did those happen kind of in the last month or two? Just would love to hear a little bit more detail there. Thank you.

Sure. So, yes, those cases have really happened over the last few months and we're seeing an accelerating scheduling trend. So I believe we have that many cases, if not more scheduled between now and end of the year already. And so as we see surgeons complete their first procedure, get comfortable with the procedure, see that patient and their post-operative outcomes of that patient after a few weeks, obviously, you start to see those customers who are trying a new thing for the first time, those customers start to get more comfortable and we're starting to see booking patterns reflect that. So the outcomes here have been fantastic. We've been able to -- and again, very short term, but we've been able to get great correction with surgeries that I would say right now are averaging less than two hours, which is drastically different than a tethering procedure and even more drastically different than a fusion procedure. And we have some of our first patients now that are a few months out, completely returning to normal activities. So the feedback from the customers has been extremely positive. More recently, we had a first user group discussion, where we had a number of the surgeons in the IRB sites that are waiting approval and that was led by one of the surgeons who has done a few of these procedures and there was very good strong participation, and the surgeons were very proud to share the results and their experiences with the product after the first few months.

Thank you, guys.

Thanks, Kaila.

Thank you. And at this time, we have no further questions at this time.

Okay. Very good. Well, let me just close by thanking all of you for joining us today. We appreciate your interest in OrthoPediatrics and of course your support for the cause of helping KIDS throughout the world. So we hope everyone has a safe and healthy holiday season. And we're looking very much forward to updating you on our future progress. So, everyone, please have a good day.

Thank you ladies and gentlemen. This does conclude today's conference. You may now disconnect.