NUVASIVE INC false 0001142596 0001142596 2023-08-02 2023-08-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 2, 2023

 

 

NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   000-50744   33-0768598

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Number)

12101 Airport Way, Broomfield, Colorado 80021

(Address of principal executive offices) (Zip Code)

(800) 455-1476

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, par value $0.001 per share   NUVA  

The NASDAQ Stock Market LLC

(NASDAQ Global Select Market)

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).

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.  ☐

 

 

 


Item 2.02

Results of Operations and Financial Condition.

On August 2, 2023, NuVasive, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 2023. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.

 

Item 7.01

Regulation FD Disclosure.

During a conference call scheduled to be held at 1:30 p.m. Pacific Time on August 2, 2023, the Company’s Chief Executive Officer and Chief Financial Officer will discuss the Company’s results for the quarter ended June 30, 2023 and the Company’s outlook for the year ending December 31, 2023.

The information contained in this Current Report and the Exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

 

Item 9.01

Financial Statements and Exhibits.

 

(d)

Exhibits.

 

Exhibit
No.
   Description
99.1    Press Release issued by NuVasive, Inc. on August 2, 2023
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)

Cautionary Notes on Forward-Looking Statements

This Current Report contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,” and similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about NuVasive’s net sales outlook for 2023 and expectations regarding longer-term financial performance, and the consummation of the proposed transaction with Globus Medical, Inc. (“Globus Medical”) and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all. Important risk factors that may cause such a difference include, but are not limited to: (i) the impact of the COVID-19 pandemic on NuVasive’s business and financial results; (ii) further deterioration of general macroeconomic conditions, including inflationary pressures, disruptions to the global supply chain, fluctuations in currency exchange rates, higher freight and labor costs, and weakness in economic conditions generally; (iii) NuVasive’s ability to maintain operations to support its customers and patients in the near-term and to capitalize on future growth opportunities; (iv) risks associated with acceptance of NuVasive’s surgical products and procedures by spine surgeons and hospitals, (v) development and acceptance of new products or product enhancements, (vi) clinical and statistical verification of the benefits achieved via the use of NuVasive’s products, (vii) NuVasive’s ability to adequately manage inventory as it continues to release new products, (viii) the remaining conditions to closing of the transaction with Globus Medical may not be satisfied on a timely basis or at all, including obtaining regulatory approval, (ix) the anticipated tax treatment of the transaction may not be obtained, (x) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the transactions, (xi) potential litigation relating to the proposed transaction that could be instituted against Globus Medical, NuVasive or their respective directors, (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (xiii) any negative effects of the announcement, pendency or consummation of the transactions on the market price of Globus Medical’s or NuVasive’s common stock and on Globus Medical’s or NuVasive’s businesses or operating results, (xiv) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xv) the risks and costs associated with the integration of, and the ability of Globus Medical and NuVasive to integrate, their businesses successfully and to achieve anticipated synergies, (xvi) the risk that disruptions from the proposed transaction will harm Globus Medical’s or NuVasive’s business, including current plans and operations, (xvii) the ability of Globus Medical or NuVasive to retain and hire key personnel and uncertainties arising from leadership changes, (xviii) legislative, regulatory and economic developments, and (xix) the other risks described in Globus Medical’s and NuVasive’s most recent annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, this Current Report contains selected financial results for NuVasive for the period ended June 30, 2023 which are prior to the completion of review and audit procedures by NuVasive’s external auditors and are subject to adjustment. NuVasive’s projections for 2023 net sales guidance and expectations regarding longer-term financial performance represent initial estimates and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability.


These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 initially filed by Globus Medical with the SEC on March 10, 2023, as amended on March 24, 2023, in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Globus Medical’s or NuVasive’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Globus Medical nor NuVasive assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

No Offer

This Current Report is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

Important Information About the Transaction and Where To Find It

This Current Report references the proposed business combination of NuVasive and Globus Medical. In connection with the proposed transaction, Globus Medical filed a registration statement on Form S-4 with the SEC on March 10, 2023, which was amended on March 24, 2023, and that includes a joint proxy statement/prospectus. The registration statement on Form S-4, including the joint proxy statement/prospectus, provides details of the proposed transaction and the attendant benefits and risks. The registration statement was declared effective on March 28, 2023, and NuVasive filed a definitive proxy statement on March 28, 2023. Globus Medical and NuVasive commenced mailing of the definitive joint proxy statement/prospectus to their respective stockholders on March 29, 2023. Globus Medical and NuVasive may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or the registration statement on Form S-4 or any other document which Globus Medical or NuVasive may file with the SEC. INVESTORS AND SECURITY HOLDERS OF GLOBUS MEDICAL AND NUVASIVE ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed by Globus Medical or NuVasive with the SEC will be available free of charge at the SEC’s website (www.sec.gov) and from Globus Medical and NuVasive, as applicable. Requests for copies of the joint proxy statement/ prospectus and other documents filed by Globus Medical with the SEC may be made by contacting Keith Pfeil, Chief Financial Officer, by phone at (610)930-1800 or by email at kpfeil@globusmedical.com, and request for copies of the joint proxy statement/prospectus and other documents filed by NuVasive may be made by contacting Matt Harbaugh, Chief Financial Officer, by phone at (858) 210-2129 or by email at investorrelations@nuvasive.com.


SIGNATURES

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.

 

      NUVASIVE, INC.
Date: August 2, 2023      

/s/ Matthew K. Harbaugh

      Matthew K. Harbaugh
      Executive Vice President and Chief Financial Officer

Exhibit 99.1

 

LOGO

NEWS RELEASE

NuVasive Announces Second Quarter 2023 Financial Results

–U.S. Cervical continues to deliver greater than 20% year-over-year growth–

International net sales grew 6.8% as reported and 9.8% on a constant currency basis–

SAN DIEGO August 2, 2023 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally integrated solutions, today announced financial results for the quarter ended June 30, 2023.

Second Quarter 2023 Highlights

 

   

Net sales were $317.8 million, a 2.4% increase as reported and a 3.1% increase on a constant currency basis, compared to the prior year period;

 

   

GAAP operating margin of 5.7%; Non-GAAP operating margin of 13.3%; and

 

   

GAAP diluted earnings per share of $0.14; Non-GAAP diluted earnings per share of $0.56.

“I’d like to congratulate our team on another solid quarter,” said Chris Barry, chief executive officer of NuVasive. “Our results reflect the strength of our differentiated product portfolios and continued commercial execution. Looking ahead, we remain excited and committed to combining with Globus Medical. And in doing so, drive value creation for our shareholders as we help change more patient lives around the globe.”

Second Quarter 2023 Results

NuVasive reported second quarter 2023 total net sales of $317.8 million, a 2.4% increase as reported and a 3.1% increase on a constant currency basis, compared to $310.5 million in the prior year period. Second quarter 2023 total net sales were primarily driven by further adoption of new products and higher procedural volumes in the U.S.

For the second quarter of 2023, GAAP and non-GAAP gross profit was $228.3 million, compared to $224.7 million in the prior year period. GAAP and non-GAAP gross margin was 71.8%, compared to 72.4% in the prior year period.

The Company reported GAAP net income of $7.4 million, or diluted earnings per share of $0.14, compared to GAAP net loss of ($0.9) million, or diluted loss per share of ($0.02) in the prior year period. On a non-GAAP basis, the Company reported net income of $29.8 million, or diluted earnings per share of $0.56, compared to non-GAAP net income of $24.8 million, or diluted earnings per share of $0.47 in the prior year period.

Cash and cash equivalents were $80.7 million as of June 30, 2023. During the second quarter, the Company repaid at maturity $450 million of its outstanding convertible notes using $350 million in borrowings under the Company’s credit facility plus cash on hand.

Full-year 2023 Net Sales Guidance

The Company continues to expect 2023 net sales growth of 6%—8% on an as reported and constant currency basis, compared to full year 2022, based on foreign currency rates as of July 31, 2023.


Conference Call and Webcast

NuVasive will hold a conference call on Wednesday, August 2, 2023, at 1:30 p.m. PT / 4:30 p.m. ET to discuss the results of its financial performance for the second quarter of 2023. The dial-in numbers are 1-877-407-9039 for domestic callers and 1-201-689-8470 for international callers. A live webcast of the conference call and supplemental financial information of the Company’s second quarter 2023 results will be available on the Investor Relations section of its website at www.nuvasive.com. An audio replay of the call will be available until August 9, 2023. The replay dial-in numbers are 1-844-512-2921 for domestic callers and 1-412-317-6671 for international callers. Please use pin number: 13739737. In addition, the webcast will be archived on the Investor Relations section of the Company’s website.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology innovation, with a mission to transform surgery, advance care, and change lives. The Company’s less-invasive, procedurally integrated surgical solutions are designed to deliver reproducible and clinically proven outcomes. The Company’s comprehensive procedural portfolio includes surgical access instruments, spinal implants, fixation systems, biologics, software for surgical planning, navigation and imaging solutions, magnetically adjustable implant systems for spine and orthopedics, and intraoperative neuromonitoring technology and service offerings. With more than $1 billion in net sales, NuVasive operates in more than 50 countries serving surgeons, hospitals, and patients. For more information, please visit www.nuvasive.com.

Reconciliation of GAAP to Non-GAAP Information

Management uses certain non-GAAP financial measures such as non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating margin, non-GAAP net income (loss), and non-GAAP diluted earnings (loss) per share. These non-GAAP financial measures exclude amortization of intangible assets, business transition costs, purchased in-process research and development, one-time restructuring charges, non-cash purchase accounting adjustments, inventory charges associated with product withdrawals, certain foreign currency impacts and related items in connection with acquisitions, investments and divestitures, costs related to the proposed merger with Globus Medical, certain litigation expenses and settlements, certain European medical device regulation costs, gains and losses from strategic investments, gains and losses from changes in fair value of derivatives, non-cash interest expense (excluding debt issuance cost) and other significant one-time items. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency utilizes an exchange rate that eliminates fluctuations when calculating financial performance numbers. The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, business transition costs, purchased in-process research and development, one-time restructuring charges, non-cash purchase accounting adjustments, inventory charges associated with product withdrawals, certain foreign currency impacts and related items in connection with acquisitions, investments and divestitures, costs related to the proposed merger with Globus Medical, certain litigation expenses and settlements, certain European medical device regulation costs, gains and losses on strategic investments, gains and losses from changes in fair value of derivatives and other significant one-time items.

Management calculates the non-GAAP financial measures provided in this earnings release excluding these costs and uses these non-GAAP financial measures to enable it to further and more consistently analyze the period-to-period financial performance of its core business operations. Management believes that providing investors with these non-GAAP measures gives them additional information to enable them to assess, in the same way management assesses, the Company’s current and future continuing operations. These non-GAAP measures are not in accordance with, or an alternative for, GAAP, and may be different from non-GAAP measures used by other companies. Set forth below in the financial tables accompanying this press release are reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measure.


Cautionary Notes on Forward-Looking Statements

This communication contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “may,” “target,” and similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about NuVasive’s net sales outlook for 2023 and expectations regarding longer-term financial performance, and the consummation of the proposed transaction with Globus Medical and the anticipated benefits thereof. These and other forward-looking statements are not guarantees of future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from those expressed in any forward-looking statements, including the failure to consummate the proposed transaction or to make any filing or take other action required to consummate such transaction in a timely matter or at all. Important risk factors that may cause such a difference include, but are not limited to: (i) the impact of the COVID-19 pandemic on NuVasive’s business and financial results; (ii) further deterioration of general macroeconomic conditions, including inflationary pressures, disruptions to the global supply chain, fluctuations in currency exchange rates, higher freight and labor costs, and weakness in economic conditions generally; (iii) NuVasive’s ability to maintain operations to support its customers and patients in the near-term and to capitalize on future growth opportunities; (iv) risks associated with acceptance of NuVasive’s surgical products and procedures by spine surgeons and hospitals, (v) development and acceptance of new products or product enhancements, (vi) clinical and statistical verification of the benefits achieved via the use of NuVasive’s products, (vii) NuVasive’s ability to adequately manage inventory as it continues to release new products, (viii) the remaining conditions to closing of the transaction with Globus Medical may not be satisfied on a timely basis or at all, including obtaining regulatory approval, (ix) the anticipated tax treatment of the transaction may not be obtained, (x) the potential impact of unforeseen liabilities, future capital expenditures, revenues, costs, expenses, earnings, synergies, economic performance, indebtedness, financial condition and losses on the future prospects, business and management strategies for the management, expansion and growth of the combined business after the consummation of the transactions, (xi) potential litigation relating to the proposed transaction that could be instituted against Globus Medical, NuVasive or their respective directors, (xii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the transactions, (xiii) any negative effects of the announcement, pendency or consummation of the transactions on the market price of Globus Medical’s or NuVasive’s common stock and on Globus Medical’s or NuVasive’s businesses or operating results, (xiv) risks associated with third party contracts containing consent and/or other provisions that may be triggered by the proposed transaction, (xv) the risks and costs associated with the integration of, and the ability of Globus Medical and NuVasive to integrate, their businesses successfully and to achieve anticipated synergies, (xvi) the risk that disruptions from the proposed transaction will harm Globus Medical’s or NuVasive’s business, including current plans and operations, (xvii) the ability of Globus Medical or NuVasive to retain and hire key personnel and uncertainties arising from leadership changes, (xviii) legislative, regulatory and economic developments, and (xix) the other risks described in Globus Medical’s and NuVasive’s most recent annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, this communication contains selected financial results for NuVasive for the period ended June 30, 2023, which are prior to the completion of review and audit procedures by NuVasive’s external auditors and are subject to adjustment. NuVasive’s projections for 2023 net sales guidance and expectations regarding longer-term financial performance represent initial estimates and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability.


These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 initially filed by Globus Medical with the U.S. Securities and Exchange Commission (“SEC”) on March 10, 2023, as amended on March 24, 2023, in connection with the proposed transaction. While the list of factors presented here is, and the list of factors presented in the registration statement on Form S-4 are, considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Globus Medical’s or NuVasive’s consolidated financial condition, results of operations, credit rating or liquidity. Neither Globus Medical nor NuVasive assumes any obligation to publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

Important Information About the Transaction and Where to Find It

This communication references the proposed business combination of NuVasive and Globus Medical. In connection with the proposed transaction, Globus Medical filed a registration statement on Form S-4 with the SEC on March 10, 2023, which was amended on March 24, 2023, and that includes a joint proxy statement/prospectus. The registration statement on Form S-4, including the joint proxy statement/prospectus, provides details of the proposed transaction and the attendant benefits and risks. The registration statement was declared effective on March 28, 2023, and NuVasive filed a definitive proxy statement on March 28, 2023. Globus Medical and NuVasive commenced mailing of the definitive joint proxy statement/prospectus to their respective stockholders on March 29, 2023. Globus Medical and NuVasive may also file other documents with the SEC regarding the proposed transaction. This document is not a substitute for the joint proxy statement/prospectus or the registration statement on Form S-4 or any other document which Globus Medical or NuVasive may file with the SEC. INVESTORS AND SECURITY HOLDERS OF GLOBUS MEDICAL AND NUVASIVE ARE URGED TO READ THE REGISTRATION STATEMENT, INCLUDING THE JOINT PROXY STATEMENT/PROSPECTUS, AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE PROPOSED TRANSACTION AND RELATED MATTERS. The documents filed by Globus Medical or NuVasive with the SEC will be available free of charge at the SEC’s website (www.sec.gov) and from Globus Medical and NuVasive, as applicable. Requests for copies of the joint proxy statement/ prospectus and other documents filed by Globus Medical with the SEC may be made by contacting Keith Pfeil, Chief Financial Officer, by phone at (610) 930-1800 or by email at kpfeil@globusmedical.com, and request for copies of the joint proxy statement/prospectus and other documents filed by NuVasive may be made by contacting Matt Harbaugh, Chief Financial Officer, by phone at (858) 210-2129 or by email at investorrelations@nuvasive.com.

No Offer

This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.

###

Investor contact:

Juliet C. Cunningham

NuVasive, Inc.

858-210-2129

investorrelations@nuvasive.com

Media contact:

Melanie Ordoñez

NuVasive, Inc.

858-722-3899

media@nuvasive.com


NuVasive, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

 

     Three Months Ended
June 30,
    Six Months Ended
June 30,
 
(unaudited)    2023     2022     2023     2022  

Net sales:

        

Products

   $ 288,889     $ 280,419     $ 568,259     $ 546,392  

Services

     28,897       30,032       57,238       54,821  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total net sales

     317,786       310,451       625,497       601,213  

Cost of sales (excluding below amortization of intangible assets):

        

Products

     66,344       65,267       131,221       122,450  

Services

     23,131       20,491       44,624       42,405  
  

 

 

   

 

 

   

 

 

   

 

 

 

Total cost of sales

     89,475       85,758       175,845       164,855  
  

 

 

   

 

 

   

 

 

   

 

 

 

Gross profit

     228,311       224,693       449,652       436,358  

Operating expenses:

        

Selling, general and administrative

     163,859       160,696       340,051       320,977  

Research and development

     28,654       25,913       53,227       49,271  

Amortization of intangible assets

     8,021       12,637       16,817       25,669  

Business transition costs

     9,812       (7,624     14,426       (4,564
  

 

 

   

 

 

   

 

 

   

 

 

 

Total operating expenses

     210,346       191,622       424,521       391,353  

Interest and other expense, net:

        

Interest income

     1,355       262       3,183       305  

Interest expense

     (6,008     (4,352     (10,386     (8,731

Other expense, net

     (826     (29,681     (5,262     (13,437
  

 

 

   

 

 

   

 

 

   

 

 

 

Total interest and other expense, net

     (5,479     (33,771     (12,465     (21,863

Income (loss) before income taxes

     12,486       (700     12,666       23,142  

Income tax expense

     (5,122     (193     (6,315     (4,834
  

 

 

   

 

 

   

 

 

   

 

 

 

Consolidated net income (loss)

   $ 7,364     $ (893   $ 6,351     $ 18,308  
  

 

 

   

 

 

   

 

 

   

 

 

 

Net income (loss) per share:

        

Basic

   $ 0.14     $ (0.02   $ 0.12     $ 0.35  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

   $ 0.14     $ (0.02   $ 0.12     $ 0.35  
  

 

 

   

 

 

   

 

 

   

 

 

 

Weighted average shares outstanding:

        

Basic

     52,418       52,022       52,331       51,926  
  

 

 

   

 

 

   

 

 

   

 

 

 

Diluted

     52,907       52,022       52,843       57,299  
  

 

 

   

 

 

   

 

 

   

 

 

 


NuVasive, Inc.

Consolidated Balance Sheets

(in thousands, except par value data)

 

     June 30, 2023     December 31, 2022  
ASSETS      (unaudited)    

Current assets:

    

Cash and cash equivalents

   $ 80,718     $ 248,663  

Accounts receivable, net of allowances of $21,413 and $19,601, respectively

     267,105       249,373  

Inventory, net

     350,805       338,601  

Prepaid income taxes

     8,566       7,118  

Prepaid expenses and other current assets

     21,060       21,457  
  

 

 

   

 

 

 

Total current assets

     728,254       865,212  

Property and equipment, net

     360,433       346,510  

Intangible assets, net

     169,848       184,289  

Goodwill

     638,428       639,663  

Operating lease right-of-use assets

     92,160       95,112  

Deferred tax assets

     75,825       68,273  

Restricted cash and investments

     1,494       1,494  

Other assets

     23,108       23,952  
  

 

 

   

 

 

 

Total assets

   $ 2,089,550     $ 2,224,505  
  

 

 

   

 

 

 
LIABILITIES AND EQUITY     

Current liabilities:

    

Accounts payable and accrued liabilities

   $ 118,809     $ 120,333  

Contingent consideration liabilities

     35,158       66,975  

Accrued payroll and related expenses

     49,867       58,448  

Operating lease liabilities

     10,785       10,019  

Income tax liabilities

     17,958       12,217  

Short-term borrowings

     350,000       —    

Senior convertible notes

     —         448,056  
  

 

 

   

 

 

 

Total current liabilities

     582,577       716,048  

Long-term senior convertible notes

     445,540       444,202  

Deferred and other tax liabilities

     15,980       13,088  

Operating lease liabilities

     99,823       103,806  

Contingent consideration liabilities

     35,951       63,640  

Other long-term liabilities

     17,136       14,831  

Commitments and contingencies

    

Stockholders’ equity:

    

Preferred stock, $0.001 par value; 5,000 shares authorized, none outstanding

     —         —    

Common stock, $0.001 par value; 150,000 shares authorized at June 30, 2023 and December 31, 2022; 59,324 shares issued and 52,449 outstanding at June 30, 2023; 58,939 shares issued and 52,134 outstanding at December 31, 2022

     63       63  

Additional paid-in capital

     1,487,698       1,469,411  

Accumulated other comprehensive loss

     (1,256     (3,249

Retained earnings

     92,466       86,115  

Treasury stock at cost; 6,875 shares and 6,805 shares at June 30, 2023 and December 31, 2022, respectively

     (686,428     (683,450
  

 

 

   

 

 

 

Total equity

     892,543       868,890  
  

 

 

   

 

 

 

Total liabilities and equity

   $ 2,089,550     $ 2,224,505  
  

 

 

   

 

 

 


NuVasive, Inc.

Consolidated Statements of Cash Flows

(in thousands)

 

     Six Months Ended June 30,  
(unaudited)    2023     2022  

Operating activities:

    

Consolidated net income

   $ 6,351     $ 18,308  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Depreciation and amortization

     66,385       73,285  

Deferred income taxes

     (5,008     (5,304

Amortization of non-cash interest

     3,588       3,932  

Stock-based compensation

     14,855       14,321  

Changes in fair value of contingent consideration

     (3,910     (8,836

Net loss on strategic investments

     298       232  

Net loss from foreign currency adjustments

     4,962       13,574  

Reserves on current assets

     4,294       (1,461

Other non-cash adjustments

     2,876       8,231  

Changes in operating assets and liabilities, net of effects from acquisitions:

    

Accounts receivable

     (19,715     (22,596

Inventory

     (12,407     (14,632

Prepaid expenses and other current assets

     (479     (111

Payment of contingent consideration

     (25,462     (1,198

Accounts payable and accrued liabilities

     6,072       (4,859

Accrued payroll and related expenses

     (8,493     (5,207

Income taxes

     4,280       413  
  

 

 

   

 

 

 

Net cash provided by operating activities

     38,487       68,092  

Investing activities:

    

Purchases of property and equipment

     (69,160     (68,745

Acquisitions and investments

     (3,082     (5,250

Purchases of intangible assets

     (3,000     —    

Other investing activities

     —         (698
  

 

 

   

 

 

 

Net cash used in investing activities

     (75,242     (74,693

Financing activities:

    

Repayment of senior convertible notes

     (450,000     —    

Proceeds from borrowings under revolving senior credit facility

     350,000       —    

Payment of contingent consideration

     (31,671     (6,839

Proceeds from the issuance of common stock

     3,432       3,716  

Purchases of treasury stock

     (2,978     (5,565

Other financing activities

     (486     (982
  

 

 

   

 

 

 

Net cash used in financing activities

     (131,703     (9,670

Effect of exchange rate changes on cash

     513       (3,835
  

 

 

   

 

 

 

Decrease in cash, cash equivalents and restricted cash

     (167,945     (20,106

Cash, cash equivalents and restricted cash at beginning of period

     250,157       247,585  
  

 

 

   

 

 

 

Cash, cash equivalents and restricted cash at end of period

   $ 82,212     $ 227,479  
  

 

 

   

 

 

 


For the Three Months Ended June 30, 2023

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited - in thousands, except per share data)

 

      Gross Profit    

Operating

Profit

    Net Income    

Diluted

EPS

    

Diluted

WASO 6

    

Net Income to

Adjusted

EBITDA

 

Reported GAAP

   $ 228,311     $ 17,965     $ 7,364     $ 0.14      $ 52,907      $ 7,364  

% of net sales

     71.8     5.7                                  

Amortization of intangible assets

       8,021       8,021          

Litigation related expenses and settlements 1

       2,916       2,916             2,916  

Business transition costs 2

       9,812       9,812             9,812  

European medical device regulation 3

       3,495       3,495             3,495  

Net loss on strategic investments

         608             608  

Non-cash acquisition-related foreign currency impacts 4

         2,375             2,375  

Tax effect of adjustments 5

         (4,801        

Interest expense/(income), net

                 4,653  

Income tax expense

                 5,122  

Depreciation and amortization

                 32,918  

Non-cash stock-based compensation

                                               7,948  

Adjusted Non-GAAP

   $ 228,311     $ 42,209     $ 29,790     $ 0.56      $ 52,907      $ 77,211  

% of net sales

     71.8     13.3                               24.3

 

1 

Represents expenses and settlements associated with certain ongoing litigation matters.

2 

Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, costs related to the proposed merger with Globus Medical, third-party acquisition costs, contingent consideration fair value adjustments, and other costs directly associated with such activities.

3 

Represents costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with European medical device regulation.

4 

Represents non-cash adjustments to acquisition-related intercompany balances and contingent consideration liabilities held in a foreign currency.

5 

Represents the impact from tax affecting the adjustments above at their statutory tax rate.

6 

Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.


For the Six Months Ended June 30, 2023

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited - in thousands, except per share data)

 

     

Gross

Profit

   

Operating

Profit

   

Net

Income

   

Diluted

EPS

    

Diluted

WASO 6

    

Net

Income to

Adjusted

EBITDA

 

Reported GAAP

   $ 449,652     $ 25,131     $ 6,351     $ 0.12      $ 52,843      $ 6,351  

% of net sales

     71.9     4.0                                  

Amortization of intangible assets

       16,817       16,817          

Litigation related expenses and settlements 1

       13,318       13,318             13,318  

Business transition costs 2

       14,426       14,426             14,426  

European medical device regulation 3

       7,249       7,249             7,249  

Net loss on strategic investments

         298             298  

Non-cash acquisition-related foreign currency impacts 4

         7,558             7,558  

Tax effect of adjustments 5

         (11,470        

Interest expense/(income), net

                 7,203  

Income tax expense

                 6,315  

Depreciation and amortization

                 66,385  

Non-cash stock-based compensation

                                               14,855  

Adjusted Non-GAAP

   $ 449,652     $ 76,941     $ 54,547     $ 1.03      $ 52,843      $ 143,958  

% of net sales

     71.9     12.3                               23.0

 

1 

Represents expenses and settlements associated with certain ongoing litigation matters.

2 

Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, costs related to the proposed merger with Globus Medical, third-party acquisition costs, contingent consideration fair value adjustments, and other costs directly associated with such activities.

3 

Represents costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with European medical device regulation.

4 

Represents non-cash adjustments to acquisition-related intercompany balances and contingent consideration liabilities held in a foreign currency.

5 

Represents the impact from tax affecting the adjustments above at their statutory tax rate.

6 

Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.


For the Three Months Ended June 30, 2022

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited - in thousands, except per share data)

 

      Gross Profit     Operating
Profit
    Net (Loss)
Income
    Diluted
EPS
    Diluted
WASO 6
     Net (Loss) to
Adjusted
EBITDA
 

Reported GAAP

   $ 224,693     $ 33,071     $ (893   $ (0.02   $ 52,022      $ (893

% of net sales

     72.4     10.7                                 

Amortization of intangible assets

       12,637       12,637         

Litigation related expenses and settlements 1

       (353     (353          (353

Business transition costs 2

       (7,624     (7,624          (7,624

European medical device regulation 3

       2,755       2,755            2,755  

Net loss on strategic investments

         232            232  

Non-cash acquisition-related foreign currency impacts 4

         25,093            25,093  

Tax effect of adjustments 5

         (7,009       

Interest expense/(income), net

                4,090  

Income tax expense

                193  

Depreciation and amortization

                36,484  

Non-cash stock-based compensation

                                              7,514  

Adjusted Non-GAAP

   $ 224,693     $ 40,486     $ 24,838     $ 0.47     $ 52,539      $ 67,491  

% of net sales

     72.4     13.0                              21.7

 

1 

Represents expenses and settlements associated with certain ongoing litigation matters, including infringement of the Company’s intellectual property.

2 

Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, and other costs directly associated with such activities.

3 

Represents costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with European medical device regulation.

4 

Represents non-cash adjustments to acquisition-related intercompany balances and contingent consideration liabilities held in a foreign currency.

5 

Represents the impact from tax affecting the adjustments above at their statutory tax rate.

6 

Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.


For the Six Months Ended June 30, 2022

Reconciliation of GAAP to Non-GAAP Financial Measures

(Unaudited - in thousands, except per share data)

 

      Gross Profit     Operating
Profit
    Net Income     Diluted EPS 7      Diluted
WASO 8
    

Net Income
to Adjusted

EBITDA

 

Reported GAAP

   $ 436,358     $ 45,005     $ 18,308     $ 0.35      $ 57,299      $ 18,308  

% of net sales

     72.6     7.5                                  

Non-cash purchase accounting adjustments on acquisitions 1

     557       557       557             557  

Amortization of intangible assets

       25,669       25,669          

Litigation related expenses and settlements 2

       2,848       2,848             2,848  

Business transition costs 3

       (4,564     (4,564           (4,564

European medical device regulation 4

       4,946       4,946             4,946  

Net loss on strategic investments

         232             232  

Non-cash acquisition-related foreign currency impacts 5

         15,775             15,775  

Tax effect of adjustments 6

         (10,777        

Interest expense/(income), net

                 8,426  

Income tax expense

                 4,834  

Depreciation and amortization

                 73,285  

Non-cash stock-based compensation

                                             $ 14,321  

Adjusted Non-GAAP

   $ 436,915     $ 74,461     $ 52,994     $ 1.01      $ 52,475      $ 138,968  

% of net sales

     72.7     12.4                               23.1

 

1 

Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold.

2 

Represents expenses and settlements associated with certain ongoing litigation matters, including infringement of the Company’s intellectual property.

3 

Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, and other costs directly associated with such activities.

4 

Represents costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with European medical device regulation.

5 

Represents non-cash adjustments to acquisition-related intercompany balances and contingent consideration liabilities held in a foreign currency.

6 

Represents the impact from tax affecting the adjustments above at their statutory tax rate.

7 

Reported GAAP diluted EPS is calculated using Net Income plus interest and debt issuance costs on senior convertible notes whose effect is dilutive, net of tax divided by diluted WASO.

8 

Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.

v3.23.2
Document and Entity Information
Aug. 02, 2023
Cover [Abstract]  
Entity Registrant Name NUVASIVE INC
Amendment Flag false
Entity Central Index Key 0001142596
Document Type 8-K
Document Period End Date Aug. 02, 2023
Entity Incorporation State Country Code DE
Entity File Number 000-50744
Entity Tax Identification Number 33-0768598
Entity Address, Address Line One 12101 Airport Way
Entity Address, City or Town Broomfield
Entity Address, State or Province CO
Entity Address, Postal Zip Code 80021
City Area Code (800)
Local Phone Number 455-1476
Written Communications true
Soliciting Material false
Pre Commencement Tender Offer false
Pre Commencement Issuer Tender Offer false
Security 12b Title Common Stock, par value $0.001 per share
Trading Symbol NUVA
Security Exchange Name NASDAQ
Entity Emerging Growth Company false

Nuvasive (NASDAQ:NUVA)
Historical Stock Chart
From Mar 2024 to Apr 2024 Click Here for more Nuvasive Charts.
Nuvasive (NASDAQ:NUVA)
Historical Stock Chart
From Apr 2023 to Apr 2024 Click Here for more Nuvasive Charts.