XML 33 R23.htm IDEA: XBRL DOCUMENT

Business Combinations (Tables)

3 Months Ended

Mar. 31, 2016

Summary of assets and liabilities included in the accompanying consolidated balance sheets

Total assets and liabilities of Progentix included in the accompanying Consolidated Balance Sheets are as follows:

(in thousands)	March 31, 2016		December 31, 2015
Total current assets	$	358	$	353
Identifiable intangible assets, net		12,511		13,048
Goodwill		12,654		12,654
Accounts payable and accrued expenses		714		574
Deferred tax liabilities, net		1,304		1,496
Non-controlling interests		6,852		7,309

Reconciliation of equity (net assets) attributable to the non-controlling interests

The following is a reconciliation of equity (net assets) attributable to the non-controlling interests:

	Three Months Ended March 31,
(in thousands)	2016		2015
Non-controlling interests at beginning of period	$	7,309	$	8,310
Less: Net loss attributable to the non-controlling interests		457		163
Non-controlling interests at end of period	$	6,852	$	8,147

Ellipse Technologies Inc [Member]

Business Acquisition [Line Items]

Schedule of allocation for purchase price to the assets acquired and liabilities assumed based on fair values

The Company is still in the process of finalizing the purchase price allocation given the timing of the acquisition and the size and scope of the assets and liabilities subject to valuation. While the Company does not expect material changes in the valuation outcome, certain assumptions and findings that were in place at the date of acquisition could result in changes in the purchase price allocation. The allocation of the purchase price to the assets acquired and liabilities assumed based on their fair values was as follows:

(in thousands)
Cash paid for purchase	$	382,174

Accounts receivable		7,148
Inventory		22,451
Other current assets		1,855
Property, plant and equipment, net		6,725
Definite-lived intangible assets:
Developed technology		133,900
Customer relationships		33,200
Trade names		16,200
Goodwill		242,675
Deferred tax assets		17,694
Other assets		1,868
Contingent consideration liability		18,800
Deferred tax liabilities		75,999
Other liabilities assumed		6,743

	$	382,174

Schedule of unaudited pro forma financial information

The following table presents the unaudited pro forma results for the three months ended March 31, 2016 and March 31, 2015. The unaudited pro forma financial information combines the results of operations of NuVasive and Ellipse Technologies as though the companies had been combined as of January 1, 2015, and the pro forma information is presented for informational purposes only and is not indicative of the results of operations that would have been achieved if the acquisition had taken place at such times. The unaudited pro forma results presented include non-recurring adjustments directly attributable to the business combination, including $6.5 million in amortization charges for acquired intangible assets, a $7.4 million adjustment for increased fair value of acquired inventory, $0.1 million reduction to revenue for deferred revenue adjustments, $4.0 million in acquisition related expenses, and related tax effects. The pre-acquisition accounting policies of Ellipse Technologies were materially similar to the Company, with the differences adjusted to reflect the accounting policies of the Company in the unaudited pro forma results presented.

	Three Months Ended March 31,
(in thousands, except per share amounts)	2016			2015
Revenues	$	221,012		$	200,636
Net (loss) income attributable to NuVasive, Inc.		(6,013	)		18,140
Net (loss) income per share attributable to NuVasive, Inc.:
Basic	$	(0.12	)	$	0.38
Diluted	$	(0.12	)	$	0.35

- Definition

Tabular disclosure of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.

+ References + Details