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NuVasive Reports Third Quarter 2016 Financial Results

October 25, 2016 5:00 PM

SAN DIEGO, CA -- (Marketwired) -- 10/25/16 -- NuVasive, Inc. (NASDAQ: NUVA), a leading medical device company focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, announced today financial results for the quarter ended September 30, 2016.

Third Quarter 2016 Highlights

"Our results for the third quarter reflect continued strength in procedural volumes across the United States, as well as strong performances in our European and Australian markets," said Gregory T. Lucier, NuVasive's chairman and chief executive officer. "While our revenue results for the quarter were lower than our expectations due to capital and stocking orders in the United States that did not come through late in the quarter as planned, we believe this minor disruption is temporary. During the quarter, we continued to experience positive trends, including domestic procedural volumes in line with prior quarters and the conversion of surgeons at an increasingly faster pace, signaling stable market trends and competitive dynamics that favor our innovation and spine-only focused strategy.

"As anticipated, our results were also impacted by our dilator being off the market in Japan for a large portion of the quarter, which resulted in lower XLIF revenues. If XLIF procedures in Japan had been performed at their normal pace, the underlying revenue growth rate of our core business would have been in the mid-to-high single digits. We have resubmitted our dilator for approval with the Japanese Ministry of Health, and to be prudent, we have updated our financial guidance to reflect the removal of XLIF revenues in Japan for the fourth quarter."

Lucier continued, "Our intense focus on operational excellence is paying off as we delivered profitability and earnings that were significantly higher than our internal expectations, while continuing to invest in a broader innovation agenda and our new manufacturing facility in Ohio to drive long-term shareholder value creation. Based on these dynamics, we are reiterating our full year 2016 financial guidance in line with prior expectations, with the exception of revenue."

A full reconciliation of GAAP to non-GAAP measures can be found in the tables of this news release.

Third Quarter 2016 Results

NuVasive's financial results for the third quarter 2016 are inclusive of results from Ellipse Technologies, Inc. Mega Surgical and Biotronic NeuroNetwork, as these previously disclosed acquisitions were completed earlier in the year. Ellipse Technologies now operates as the renamed division NuVasive Specialized Orthopedics (NSO). Biotronic NeuroNetwork now operates alongside the Company's existing Impulse Monitoring business under the renamed division NuVasive Clinical Services (NCS).

NuVasive reported third quarter 2016 total revenue of $239.6 million, a 19.5% increase compared to $200.5 million for the third quarter 2015. On a constant currency basis, third quarter 2016 total revenue increased 18.9% compared to the same period last year.

For the third quarter 2016, GAAP and non-GAAP gross profit was $180.5 million and $182.9 million, respectively, while GAAP and non-GAAP gross margin was 75.3% and 76.3%, respectively. These results compared to GAAP and non-GAAP gross profit of $151.4 million and GAAP and non-GAAP gross margin of 75.5% for the third quarter 2015. Total GAAP and non-GAAP operating expenses were $159.3 million and $144.4 million, respectively, for the third quarter of 2016. These results compared to GAAP and non-GAAP operating expenses of $123.3 million and $118.7 million, respectively, for the third quarter 2015.

NuVasive reported a GAAP net income of $3.9 million, or $0.07 per diluted share, for the third quarter 2016 compared to $13.0 million, or $0.24 per diluted share, for the third quarter 2015.

On a non-GAAP basis, the Company reported net income of $21.1 million, or $0.40 per diluted share for the third quarter 2016 compared to $18.1 million, or $0.35 per diluted share, for the third quarter 2015.

Cash, cash equivalents and short and long-term marketable securities were approximately $204 million at September 30, 2016.

Updated Guidance for 2016

The Company reiterated full year 2016 financial guidance in line with prior expectations, with the exception of revenue. The Company expects full year 2016 revenue to be lower than prior expectations based on the Company's third quarter 2016 revenue results and the Company's revised forecast for fourth quarter 2016 revenue in Japan.

Supplementary Financial Information

                                                                            
----------------------------------------------------------------------------
                                                                            
                  Reconciliation of Full Year EPS Guidance                  
                                                       2016 Guidance        
                                               -----------------------------
                                    2015                                    
                                   Actuals      Prior (1,2)   Current (1,3) 
                                -------------- -------------- --------------
    GAAP net income per share   $        1.26  $        0.84  $        0.76 
    Impact of change to diluted                                             
     share count                         0.03           0.03           0.03 
                                -------------- -------------- --------------
    GAAP net income per share,                                              
     adjusted to diluted Non-                                               
     GAAP share count           $        1.30  $        0.88  $        0.79 
      Litigation liability gain         (0.82)         (0.83)         (0.83)
      Business transition costs                                             
       (4)                               0.27           0.20           0.26 
      Non-cash interest expense                                             
       on convertible notes              0.31           0.38           0.38 
      Non-cash purchase                                                     
       accounting adjustments                                               
       on acquisitions (5)                  -           0.28           0.28 
      Loss on repurchase of                                                 
       convertible notes                    -           0.34           0.34 
      Amortization of                                                       
       intangible assets                 0.24           0.73           0.78 
      In-process research &                                                 
       development                       0.02              -              - 
      Tax effect of adjustments                                             
       (6)                              (0.01)         (0.34)         (0.36)
                                -------------- -------------- --------------
    Non-GAAP earnings per share $        1.31  $        1.64  $        1.64 
                                ============== ============== ==============
                                                                            
    GAAP Weighted shares                                                    
     outstanding - basic               48,687         50,004         50,050 
                                ============== ============== ==============
    GAAP Weighted shares                                                    
     outstanding - diluted             52,425         53,942         54,100 
                                ============== ============== ==============
    Non-GAAP Weighted shares                                                
     outstanding - diluted             51,110         52,000         52,050 
                                ============== ============== ==============
                                                                            
(1) Prior guidance provided July 26, 2016. Current guidance reflects        
     guidance provided October 25, 2016, as updated for the expected        
     changes in currency.                                                   
(2) Effective tax expense rate of approximately 41% applied to GAAP         
     earnings and approximately 37% applied to Non-GAAP earnings.           
(3) Effective tax expense rate of approximately 42% applied to GAAP         
     earnings and approximately 37% applied to Non-GAAP earnings.           
(4) Costs related to acquisition, integration and business transition       
     activities which include severance, relocation, consulting, leasehold  
     exit costs, third party merger and acquisitions costs and other costs  
     directly associated with such activities.                              
(5) 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.                                                                  
(6) The impact on results from taxes include tax effecting the adjustments  
     above at the statutory rate as well as taking into account discrete    
     items and including those discrete items in the annual effective tax   
     rate calculation. The Company also includes those adjustments that     
     would have benefited the tax rate in lieu of the above adjustments as  
     part of the Company's tax filings. The impact of the changes to the    
     tax rate results in an annual estimated rate of approximately 37% on a 
     non-GAAP basis.                                                        
                                                                            
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----------------------------------------------------------------------------
                                                                            
               Reconciliation of Non-GAAP Operating Margin %                
                                                                            
                                                      2016 Guidance         
                                               -----------------------------
       (in thousands, except %) 2015 Actuals     Prior (1)     Current (1)  
                                -------------- -------------- --------------
    Non-GAAP Gross Margin % [A]         76.0%          76.4%          76.4% 
              Non-cash purchase                                             
      accounting adjustments on                                             
               acquisitions (2)          0.0%          (1.5%)         (1.5%)
                                -------------- -------------- --------------
          GAAP Gross Margin [B]         76.0%          74.9%          74.8% 
                                                                            
         GAAP & Non-GAAP Sales,                                             
     Marketing & Administrative                                             
                    Expense [C]         56.4%          55.4%          55.3% 
                                                                            
            Non-GAAP Research &                                             
        Development Expense [D]          4.3%           5.1%           5.1% 
          In-process research &                                             
                    development          0.1%           0.0%           0.0% 
                                -------------- -------------- --------------
    GAAP Research & Development                                             
                    Expense [E]          4.4%           5.1%           5.1% 
                                                                            
       Litigation liability [F]         (5.2%)         (4.5%)         (4.5%)
     Amortization of intangible                                             
                     assets [G]          1.5%           4.0%           4.3% 
      Business transition costs                                             
                        [H] (3)          1.7%           1.2%           1.5% 
                                                                            
                                -------------- -------------- --------------
    Non-GAAP Operating Margin %                                             
                    [A - C - D]         15.4%          16.0%          16.0% 
                                ============== ============== ==============
                                                                            
                                -------------- -------------- --------------
     GAAP Operating Margin % [B                                             
           - C - E - F - G - H]         17.1%          13.7%          13.2% 
                                ============== ============== ==============
                                                                            
(1) Prior guidance provided July 26, 2016. Current guidance reflects        
     guidance provided October 25, 2016, as updated for the expected        
     changes in currency.                                                   
(2) 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.                                                     
(3) Costs related to acquisition, integration and business transition       
     activities which include severance, relocation, consulting, leasehold  
     exit costs, third party merger and acquisitions costs and other costs  
     directly associated with such activities.                              
                                                                            
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----------------------------------------------------------------------------
                                                                            
                         Reconciliation of EBITDA %                         
                                                                            
                                                          2016 Guidance     
                                                     -----------------------
                                            2015                            
    (in thousands, except %)               Actuals    Prior (1)  Current (1)
                                         ----------- ----------- -----------
    Net Income / (Loss)                      8.2%        4.7%        4.3%   
      Interest (income) / expense, net       3.4%        5.9%        6.0%   
      Provision for income taxes             5.8%        3.2%        3.1%   
      Depreciation and amortization          8.1%       10.5%       10.6%   
                                         ----------- ----------- -----------
    EBITDA                                  25.5%       24.3%       24.1%   
      Non-cash stock based compensation      3.1%        2.9%        2.9%   
      Business transition costs (2)          1.7%        1.1%        1.4%   
      Non-cash purchase accounting                                          
       adjustments on acquisitions (3)       0.0%        1.5%        1.5%   
      In-process research & development      0.1%        0.0%        0.0%   
      Litigation liability gain             (5.2%)      (4.5%)      (4.5%)  
                                         ----------- ----------- -----------
    Adjusted EBITDA                         25.2%       25.4%       25.4%   
                                         =========== =========== ===========
                                                                            
(1) Prior guidance provided July 26, 2016. Current guidance reflects        
     guidance provided October 25, 2016, as updated for the expected changes
     in currency.                                                           
(2) Costs related to acquisition, integration and business transition       
     activities which include severance, relocation, consulting, leasehold  
     exit costs, third party merger and acquisitions costs and other costs  
     directly associated with such activities.                              
(3) 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.                                                                  
                                                                            
----------------------------------------------------------------------------
                                                                            

For additional financial detail, please visit the Investor Relations section at www.nuvasive.com to access Supplementary Financial Information.

Reconciliation of Non-GAAP Information

Management uses certain non-GAAP financial measures such as non-GAAP earnings per share, non-GAAP net income, non-GAAP operating expenses and non-GAAP operating profit margin, which exclude amortization of intangible assets, non-cash purchase accounting adjustments on acquisitions, business transition costs, CEO transition related costs, certain litigation charges, significant one-time items, non-cash interest expense and/or losses on repurchase of convertible notes, and the impact from taxes related to these items, including those taxes that would have occurred in lieu of these items. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of 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, non-cash purchase accounting adjustments on acquisition, business transition costs, CEO transition related costs, certain litigation charges, 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 are reconciliations of the non-GAAP financial measures to the comparable GAAP financial measure.

                                                                            
----------------------------------------------------------------------------
                                                                            
                  Reconciliation of Third Quarter 2016 Results              
            GAAP Net Income per Share to Non-GAAP Earnings per Share        
                                                                            
                                                                  Diluted   
                                                                 Earnings   
    (in thousands, except per share data)        Adjustments     Per Share  
                                                -------------- -------------
    GAAP net income                             $       3,926  $        0.07
                                                                            
      Business transition costs (1)                     3,451               
      Non-cash interest expense on convertible                              
       notes                                            5,186               
      Non-cash purchase accounting adjustments                              
       on acquisitions (2)                              2,457               
      Amortization of intangible assets                11,115               
      Tax effect of adjustments (3)                    (5,010)              
                                                --------------              
    Adjustments to GAAP net loss                       17,199           0.33
                                                -------------- -------------
    Non-GAAP earnings                           $      21,125  $        0.40
                                                ============== =============
                                                                            
                                                                            
    GAAP weighted shares outstanding - diluted                        55,782
                                                               =============
    Non-GAAP weighted shares outstanding -                                  
     diluted                                                          52,633
                                                               =============
                                                                            
(1) Costs related to acquisition, integration and business transition       
     activities which includes severance, relocation, consulting, leasehold 
     exit costs, third party merger and acquisitions costs and other costs  
     directly associated with such activities.                              
(2) 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.                                                                  
(3) The impact on results from taxes include tax effecting the adjustments  
     above at the statutory rate as well as taking into account discrete    
     items and including those discrete items in the annual effective tax   
     rate calculation. The Company also includes those adjustments that     
     would have benefited the tax rate in lieu of the above adjustments as  
     part of the Company's tax filings. The impact of the changes to the tax
     rate results in an annual estimated rate of approximately 37% on a non-
     GAAP basis. The result of these adjustments is a change in the annual  
     effective tax rate from approximately 29% to 37%. The Company adopted  
     ASU 2016-09 Stock Compensation in Q2 2016 which was effective as of    
     January 1, 2016 with retrospective adjustment. The result of the       
     retrospective adjustment resulted in a change in the Q1 2016 quarterly 
     effective tax rate on a non-GAAP basis from approximately 41% to 36%.  
                                                                            
----------------------------------------------------------------------------
                                                                            
                                                                            
----------------------------------------------------------------------------
                                                                            
                   Reconciliation of Year To Date 2016 Results              
            GAAP Net Income per Share to Non-GAAP Earnings per Share        
                                                                            
                                                                  Diluted   
                                                                 Earnings   
    (in thousands, except per share data)        Adjustments     Per Share  
                                                -------------- -------------
    GAAP net income                             $      30,771  $        0.58
                                                                            
      Litigation liability gain                       (43,310)              
      Business transition costs (1)                    11,514               
      Non-cash interest expense on convertible                              
       notes                                           14,547               
      Non-cash purchase accounting adjustments                              
       on acquisitions (2)                             14,747               
      Loss on repurchases of convertible notes         17,444               
      Amortization of intangible assets                28,945               
      Tax effect of adjustments (3)                   (15,759)              
                                                --------------              
    Adjustments to GAAP net income                     28,128           0.54
                                                -------------- -------------
    Non-GAAP earnings                           $      58,899  $        1.14
                                                ============== =============
                                                                            
                                                                            
    GAAP weighted shares outstanding - diluted                        53,498
                                                               =============
    Non-GAAP weighted shares outstanding -                                  
     diluted                                                          51,841
                                                               =============
                                                                            
(1) Costs related to acquisition, integration and business transition       
     activities which includes severance, relocation, consulting, leasehold 
     exit costs, third party merger and acquisitions costs and other costs  
     directly associated with such activities.                              
(2) 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.                                                                  
(3) The impact on results from taxes include tax effecting the adjustments  
     above at the statutory rate as well as taking into account discrete    
     items and including those discrete items in the annual effective tax   
     rate calculation. The Company also includes those adjustments that     
     would have benefited the tax rate in lieu of the above adjustments as  
     part of the Company's tax filings. The impact of the changes to the tax
     rate results in an annual estimated rate of approximately 37% on a non-
     GAAP basis. The result of these adjustments is a change in the annual  
     effective tax rate from approximately 29% to 37%. The Company adopted  
     ASU 2016-09 Stock Compensation in Q2 2016 which was effective as of    
     January 1, 2016 with retrospective adjustment. The result of the       
     retrospective adjustment resulted in a change in the Q1 2016 quarterly 
     effective tax rate on a non-GAAP basis from approximately 41% to 36%.  
                                                                            
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----------------------------------------------------------------------------
                                                                            
          Reconciliation of Third Quarter and Nine Months 2016 Results      
                       GAAP net income to Adjusted EBITDA                   
                                                                            
                                                Three months   Nine months  
                                                   ended          ended     
                                               September 30,  September 30, 
    (in thousands, except per share data)           2016           2016     
                                                                            
    GAAP net income                            $       3,926  $      30,771 
      Interest (income) / expense, net (1)            10,789         46,508 
      Provision for income taxes                       6,972         17,383 
      Depreciation and amortization                   27,158         72,865 
                                               -----------------------------
    EBITDA                                     $      48,845  $     167,527 
                                               =============================
      Litigation liability gain                            —        (43,310)
      Non-cash purchase accounting related                                  
       charges (2)                                     2,457         14,747 
      Business transition costs (3)                    3,451         11,514 
      Non-cash stock based compensation                7,288         19,645 
                                               -----------------------------
    Adjusted EBITDA                            $      62,041  $     170,123 
                                               =============================
    As a percentage of revenue                          25.9%          24.6%
                                                                            
(1) Included in Interest (income) / expense, net for the nine months ended  
     September 30, 2016 is loss on extinguishment of debt for $17.4         
     million.                                                               
(2) 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.                                                                  
(3) Costs related to acquisition, integration and business transition       
     activities which includes severance, relocation, consulting, leasehold 
     exit costs, third party merger and acquisitions costs and other costs  
     directly associated with such activities.                              
                                                                            
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Investor Conference Call

NuVasive will hold a conference call today at 5:30 p.m. ET / 2:30 p.m. PT to discuss the results of its financial performance for the third quarter 2016. 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 will be available online from the Investor Relations page of the Company's website at www.nuvasive.com. After the live webcast, the call will remain available on NuVasive's website through November 28, 2016. In addition, a telephone replay of the call will be available until November 2, 2016. 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: 13646026.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is a world leader in minimally invasive, procedurally-integrated spine solutions. From complex spinal deformity to degenerative spinal conditions, NuVasive is transforming spine surgery with innovative technologies designed to deliver reproducible and clinically proven surgical outcomes. NuVasive's highly differentiated, procedurally-integrated solutions include access instruments, implantable hardware and software systems for surgical planning and reconciliation technology that centers on achieving the global alignment of the spine. With $811 million in revenues (2015), NuVasive has an approximate 2,200 person workforce in more than 40 countries around the world. For more information, please visit www.nuvasive.com.

NuVasive cautions you that statements included in this news release or made on the investor conference call referenced herein that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive's results to differ materially from historical results or those expressed or implied by such forward-looking statements. In addition, this news release contains selected financial results from the third quarter 2016, as well as projections for 2016 financial guidance and longer-term financial performance goals. The Company's projections for 2016 financial guidance and longer-term financial performance goals represent current estimates, including initial estimates of the potential benefits, synergies and cost savings associated with acquisitions, which 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. The potential risks and uncertainties that could cause actual growth and results to differ materially include, but are not limited to: the risk that NuVasive's revenue or earnings projections may turn out to be inaccurate because of the preliminary nature of the forecasts; the risk of further adjustment to financial results or future financial expectations; unanticipated difficulty in selling products, generating revenue or producing expected profitability; the risk that acquisitions will not be integrated successfully or that the benefits and synergies from the acquisition may not be fully realized or may take longer to realize than expected; and those other risks and uncertainties more fully described in the Company's news releases and periodic filings with the Securities and Exchange Commission. NuVasive's public filings with the Securities and Exchange Commission are available at www.sec.gov.com. The forward-looking statements contained herein are based on the current expectations and assumptions of NuVasive and not on historical facts. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

                                                                            
                               NuVasive, Inc.                               
                    Consolidated Statements of Operations                   
                    (in thousands, except per share data)                   
                                                                            
                                                                            
                                   Three Months Ended    Nine Months Ended  
                                     September 30,         September 30,    
                                 --------------------- ---------------------
                                    2016       2015       2016       2015   
                                 ---------- ---------- ---------- ----------
(unaudited)                                                                 
Revenue                          $ 239,649  $ 200,538  $ 690,963  $ 595,831 
Cost of goods sold (excluding                                               
 below amortization of                                                      
 intangible assets)                 59,196     49,167    173,167    143,246 
                                 ---------- ---------- ---------- ----------
  Gross profit                     180,453    151,371    517,796    452,585 
Operating expenses:                                                         
  Sales, marketing and                                                      
   administrative                  131,886    110,554    391,211    338,444 
  Research and development          12,516      9,189     35,016     27,227 
  Amortization of intangible                                                
   assets                           11,438      3,067     29,912      9,037 
  Litigation liability gain              —       (500)   (43,310)   (42,507)
  Business transition costs          3,451        950     11,514     10,845 
                                 ---------- ---------- ---------- ----------
    Total operating expenses       159,291    123,260    424,343    343,046 
Interest and other expense, net:                                            
  Interest income                      190        362        924      1,125 
  Interest expense                 (10,979)    (7,307)   (29,988)   (21,675)
  Loss on repurchases of                                                    
   convertible notes                     —          —    (17,444)         — 
  Other income (loss), net              94        387       (102)       530 
                                 ---------- ---------- ---------- ----------
    Total interest and other                                                
     expense, net                  (10,695)    (6,558)   (46,610)   (20,020)
    Income before income taxes      10,467     21,553     46,843     89,519 
Income tax expense                  (6,972)    (8,803)   (17,383)   (35,332)
                                 ---------- ---------- ---------- ----------
  Consolidated net income        $   3,495  $  12,750  $  29,460  $  54,187 
                                 ---------- ---------- ---------- ----------
Add back net loss attributable                                              
 to non-controlling interests    $    (431) $    (210) $  (1,311) $    (601)
                                 ---------- ---------- ---------- ----------
    Net income attributable to                                              
     NuVasive, Inc.              $   3,926  $  12,960  $  30,771  $  54,788 
                                 ========== ========== ========== ==========
                                                                            
Net income per share                                                        
 attributable to NuVasive, Inc.:                                            
                                 ---------- ---------- ---------- ----------
  Basic                          $    0.08  $    0.26  $    0.62  $    1.13 
                                 ---------- ---------- ---------- ----------
  Diluted                        $    0.07  $    0.24  $    0.58  $    1.05 
                                 ========== ========== ========== ==========
Weighted average shares                                                     
 outstanding:                                                               
  Basic                             50,264     48,993     49,970     48,513 
                                 ========== ========== ========== ==========
  Diluted                           55,782     53,199     53,498     52,202 
                                 ---------- ---------- ---------- ----------
                                                                            
                                                                            
                                                                            
                               NuVasive, Inc.                               
                         Consolidated Balance Sheets                        
             (in thousands, except par values and share amounts)            
                                                                            
                                                                            
                                                September 30,  December 31, 
                                                    2016           2015     
                                               -------------- --------------
                    ASSETS                       (Unaudited)                
Current assets:                                                             
  Cash and cash equivalents                    $     203,818  $     192,339 
  Short-term marketable securities                         —        165,423 
  Accounts receivable, net of allowances of                                 
   $8,335 and $5,320, respectively                   143,818        127,595 
  Inventory, net                                     212,784        168,140 
  Prepaid income taxes                                46,904         40,540 
  Prepaid expenses and other current assets            9,573          8,790 
                                               -------------- --------------
    Total current assets                             616,897        702,827 
Property and equipment, net                          179,913        141,441 
Long-term marketable securities                            —        112,332 
Intangible assets, net                               303,928         85,076 
Goodwill                                             498,686        154,281 
Deferred tax assets                                    4,633         83,691 
Restricted cash and investments                        7,420          5,615 
Other assets                                          24,568         17,404 
                                               -------------- --------------
    Total assets                               $   1,636,045  $   1,302,667 
                                               ============== ==============
            LIABILITIES AND EQUITY                                          
Current liabilities:                                                        
  Accounts payable and accrued liabilities     $      72,581  $      60,985 
  Contingent consideration liabilities                45,005              — 
  Accrued payroll and related expenses                41,010         37,641 
  Income tax liabilities                                 828            990 
  Short-term senior convertible notes                120,975              — 
                                               -------------- --------------
    Total current liabilities                        280,399         99,616 
Long term senior convertible notes                   559,950        372,920 
Deferred and income tax liabilities, non-                                   
 current                                              26,239          8,602 
Non-current litigation liabilities                         —         88,261 
Other long-term liabilities                           46,643         14,425 
Commitments and contingencies                                               
Stockholders' equity:                                                       
  Preferred stock, $0.001 par value; 5,000,000                              
   shares authorized, none outstanding                     —              — 
  Common stock, $0.001 par value; 120,000,000                               
   shares authorized at September 30, 2016 and                              
   December 31, 2015, 55,096,226 and                                        
   52,616,471 issued and outstanding at                                     
   September 30, 2016 and December 31, 2015,                                
   respectively                                           55             53 
  Additional paid-in capital                       1,033,298        989,387 
  Accumulated other comprehensive loss                (5,891)       (12,112)
  Accumulated deficit                                (73,235)      (104,006)
  Treasury stock at cost; 4,751,464 shares and                              
   3,316,794 shares at September 30, 2016 and                               
   December 31, 2015, respectively                  (237,411)      (161,788)
                                               -------------- --------------
    Total NuVasive, Inc. stockholders' equity        716,816        711,534 
Non-controlling interests                              5,998          7,309 
                                               -------------- --------------
    Total equity                               $     722,814  $     718,843 
                                               ============== ==============
    Total liabilities and equity               $   1,636,045  $   1,302,667 
                                               ============== ==============
                                                                            
                                                                            
                                                                            
                               NuVasive, Inc.                               
                    Consolidated Statements of Cash Flows                   
                               (in thousands)                               
                                                                            
                                                       Nine Months Ended    
                                                         September 30,      
                                                   -------------------------
                                                       2016         2015    
                                                   ------------ ------------
(unaudited)                                                                 
Operating activities:                                                       
  Consolidated net income                          $    29,460  $    54,187 
  Adjustments to reconcile net income to net cash                           
   provided by operating activities:                                        
    Depreciation and amortization                       73,765       49,006 
    Loss on repurchases of convertible notes            17,444            — 
    Amortization of non-cash interest                   16,906       13,255 
    Stock-based compensation                            19,645       20,570 
    Reserves on current assets                           9,027        7,232 
    Other non-cash adjustments                          11,369       13,127 
    Deferred income taxes                               24,810       37,047 
    Changes in operating assets and liabilities,                            
     net of effects from acquisitions:                                      
      Accounts receivable                               (3,038)       2,163 
      Inventory                                        (22,423)     (19,768)
      Prepaid expenses and other current assets         (3,457)       2,512 
      Accounts payable and accrued liabilities           5,939        8,828 
      Accrued royalties                                    (85)     (46,999)
      Accrued payroll and related expenses              (1,670)      (5,080)
      Litigation liability                             (88,450)     (35,333)
      Income taxes                                       6,778      (52,739)
                                                   ------------ ------------
        Net cash provided by operating activities       96,020       48,008 
Investing activities:                                                       
  Acquisition of Ellipse Technologies, net of cash                          
   acquired                                           (380,080)           — 
  Other acquisitions and investments                  (108,150)      (1,357)
  Purchases of intangible assets                        (5,918)     (28,589)
  Proceeds from sales of property and equipment                          40 
  Purchases of property and equipment                  (73,882)     (59,905)
  Purchases of marketable securities                  (128,956)    (320,177)
  Proceeds from sales of marketable securities         407,032      272,666 
  Sales of restricted investments                            —      180,694 
  Purchases of restricted investments                        —      (62,625)
                                                   ------------ ------------
        Net cash used in investing activities         (289,954)     (19,253)
Financing activities:                                                       
  Incremental tax benefits related to stock-based                           
   compensation awards                                       —       15,185 
  Proceeds from the issuance of common stock             6,668        9,040 
  Payment of contingent consideration                        —         (514)
  Purchase of treasury stock                           (24,441)     (52,532)
  Proceeds from issuance of convertible debt, net                           
   of issuance costs                                   634,140            — 
  Proceeds from sale of warrants                        44,850            — 
  Purchase of convertible note hedge                  (111,150)           — 
  Repurchases of convertible notes                    (343,835)           — 
  Proceeds from revolving line of credit                50,000            — 
  Repayments on revolving line of credit               (50,000)           — 
  Other financing activities                            (1,701)        (131)
                                                   ------------ ------------
        Net cash provided by (used in) financing                            
         activities                                    204,531      (28,952)
  Effect of exchange rate changes on cash                  882         (862)
                                                   ------------ ------------
        Increase (decrease) in cash and cash                                
         equivalents                                    11,479       (1,059)
  Cash and cash equivalents at beginning of period     192,339      142,387 
                                                   ------------ ------------
  Cash and cash equivalents at end of period       $   203,818  $   141,328 
                                                   ============ ============
                                                                            
                                                                            
   Investor Contact:Suzanne HatcherNuVasive, Inc.1-858-458-2240Email contact Media Contact: Michael FarringtonNuVasive, Inc.1-858-909-1940Email contact

Source: NuVasive, Inc.

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