EX-99.1 2 nuva-ex991_6.htm EX-99.1 nuva-ex991_6.htm

Exhibit 99.1

 

 

 


 

NEWS RELEASE

 

NUVASIVE REPORTS FOURTH QUARTER AND FULL YEAR 2018
FINANCIAL RESULTS

Company provides 2019 financial performance guidance


SAN DIEGO Feb. 20, 2019 – 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 and full year ended Dec. 31, 2018.

Fourth Quarter 2018 Highlights:

 

Revenue increased 6.3% to $288.3 million, or 6.9% on a constant currency basis;

 

GAAP operating profit margin of 9.0%; Non-GAAP operating profit margin of 16.0%; and

 

GAAP diluted earnings per share of $0.23; Non-GAAP diluted earnings per share of $0.69.

Full Year 2018 Highlights:

 

Revenue increased 7.3% to $1,101.7 million, or 7.1% on a constant currency basis;

 

GAAP operating profit margin of 4.9%; Non-GAAP operating profit margin of 15.1%; and

 

GAAP diluted earnings per share of $0.24; Non-GAAP diluted earnings per share of $2.23.

“NuVasive delivered strong year-over-year revenue growth of more than 7% in 2018, demonstrating the Company’s ability to take share in a stable but relatively flat U.S. spine market. Additionally, we made significant progress at our West Carrollton manufacturing facility, exiting the year at 70% SKU rationalization. Collectively, these achievements serve to advance our mission to bring disruptive technology to surgeon partners to enable better, more predictable patient outcomes," said J. Christopher Barry, chief executive officer of NuVasive. “In 2019, NuVasive will focus on continuing to deliver above market revenue growth, while balancing operating leverage with reinvestment opportunities. We will demonstrate a disciplined approach toward funding key areas for long-term Company growth—furthering our product leadership in global implant systems, accelerating our Surgical Intelligence platform, and investing in surgeon training and education with an ongoing focus on globalization efforts.” 

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

Fourth Quarter 2018 Results

NuVasive reported fourth quarter 2018 total revenue of $288.3 million, a 6.3% increase on a reported basis and 6.9% increase on a constant currency basis, compared to $271.2 million for the fourth quarter 2017.


 

For the fourth quarter 2018, GAAP and non-GAAP gross profit was $202.2 million, and GAAP and non-GAAP gross margin was 70.1%. These results compared to GAAP and non-GAAP gross profit of $195.9 million and $196.3 million, respectively, and GAAP and non-GAAP gross margin of 72.2% and 72.4%, respectively for the fourth quarter 2017. Total GAAP and non-GAAP operating expenses for the fourth quarter 2018 were $176.3 million and $156.2 million, respectively. These results compared to GAAP and non-GAAP operating expenses of $166.5 million and $146.9 million, respectively, for the fourth quarter 2017.

The Company reported GAAP net income of $12.2 million, or $0.23 per share, for the fourth quarter 2018 compared to GAAP net income of $23.5 million, or $0.45 per share, for the fourth quarter 2017. On a non-GAAP basis, the Company reported net income of $36.1 million, or $0.69 per share, for the fourth quarter 2018 compared to net income of $29.1 million, or $0.56 per share, for the fourth quarter 2017.

Full Year 2018 Results

NuVasive reported full year 2018 total revenue of $1,101.7 million, a 7.3% increase on a reported basis and 7.1% increase on a constant currency basis, compared to $1,026.7 million for the full year 2017.

Total GAAP and non-GAAP gross profit for the full year 2018 was $790.6 million and $791.6 million, respectively, and GAAP and non-GAAP gross margin was 71.8% and 71.9%, respectively. These results compared to gross profit of $758.2 million and $758.8 million on a GAAP and non-GAAP basis, respectively, and a GAAP and non-GAAP gross margin of 73.9% for the full year 2017. Total GAAP and non-GAAP operating expenses for the full year 2018 were $736.4 million and $624.8 million, respectively. These results compared to GAAP and non-GAAP operating expenses of $646.8 million and $589.5 million, respectively, for the full year 2017.

The Company reported GAAP net income of $12.5 million, or $0.24 per share, for the full year 2018 compared to GAAP net income of $81.6 million, or $1.48 per share, for the full year 2017. On a non-GAAP basis, the Company reported net income of $116.6 million, or $2.23 per share, for the full year 2018 compared to net income of $99.0 million, or $1.89 per share, for the full year 2017.

Annual Financial Guidance for 2019
The Company estimates revenue for full year 2019 to be in the range of $1.14 billion to $1.16 billion,  reflecting reported growth in the range of 3.5% to 5.5%. The Company expects currency to have a negative impact in 2019 of approximately $4 million. The Company estimates full year 2019 net income on a GAAP basis in the range of $1.00 to $1.10 per share and non-GAAP earnings per share in the range of $2.20 to $2.30.

 

 

 

2019 Guidance Range 1

 

 

 

 

GAAP

Non-GAAP

 

 

 

Revenue

$1.14B - $1.16B

 

$1.14B - $1.16B

 

 

 

  % Growth - Reported

3.5% - 5.5%

 

3.5% - 5.5%

 

 

 

% Growth - Constant Currency 2

 

 

3.8% - 5.8%

 

 

 

Operating margin

9.5% - 10.0%

 

15.0% - 15.5%

 

 

 

Earnings per share

$1.00 - $1.10

 

$2.20 - $2.30

 

 

 

EBITDA margin

21.2% - 21.7%

 

25.2% - 25.7%

 

 

 

Tax Rate

~24%

 

~23%

 

 

 

 

 

 

 

 

1

 

Guidance reflects the range provided on February 20, 2019.

 

2

 

Constant currency is a measure that adjusts US GAAP revenue for the impact of currency over the same period in the prior year.

 

Supplementary Financial Information

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


 

Reconciliation of Full Year EPS Guidance

 

 

 

 

 

2018 Actuals 1

 

2019 Guidance Range  1, 2, 3

 

 

 

 

GAAP diluted net income per share

$0.24

 

 

 

$1.00 - 1.10

 

 

 

 

Impact of change to diluted share count

 

 

 

 

 

 

 

 

 

GAAP net income per share, adjusted to diluted Non-GAAP share count

$0.24

 

 

 

$1.00 - 1.10

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business transition costs 4

 

0.22

 

 

 

 

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 5

 

0.02

 

 

 

 

 

 

 

 

Non-cash interest expense on convertible notes

 

0.32

 

 

 

 

0.30

 

 

 

 

Litigation related expenses and settlements 6

 

0.65

 

 

 

 

0.20

 

 

 

 

Non-recurring consulting fees 7

 

0.12

 

 

 

 

 

 

 

 

Net loss on strategic investments

 

0.07

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.97

 

 

 

 

0.90

 

 

 

 

Purchase of in-process research and development 8

 

0.17

 

 

 

 

 

 

 

 

European medical device regulation 9

 

0.01

 

 

 

 

0.10

 

 

 

 

Tax effect of adjustments 10

 

(0.56

)

 

 

 

(0.30

)

 

 

 

Non-GAAP earnings per share

$

2.23

 

 

 

$2.20 - 2.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Weighted shares outstanding - basic

 

51,382

 

 

 

 

52,017

 

 

 

 

GAAP Weighted shares outstanding - diluted

 

52,355

 

 

 

 

52,938

 

 

 

 

Non-GAAP Weighted shares outstanding - diluted 11

 

52,178

 

 

 

 

52,714

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Items may not foot due to rounding.

 

 

2

 

Guidance reflects the range provided on February 20, 2019.

 

 

3

 

Effective tax expense rate of ~24% applied to GAAP earnings and ~23% 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, contingent consideration fair value adjustments, 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

 

Represents the loss recorded in connection with the settlement of the Madsen Medical, Inc. litigation matter, as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.

 

 

7

 

Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.

 

 

8

 

Purchase of an in-process research and development asset which had no future alternative use.

 

 

9

 

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

 

 

10

 

The impact on results from taxes include tax affecting 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 rate of ~43% benefit on a GAAP basis and ~18% on a non-GAAP basis in 2018.

 

 

11

 

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

 

 

 


 

Reconciliation of Non-GAAP Operating Margin %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except %)

 

2018 Actuals 1

 

 

2019 Guidance 1, 2

 

 

 

 

Non-GAAP Gross Margin % [A]

 

71.9%

 

 

72.5% - 73.0%

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 3

 

(0.1%)

 

 

0.0%

 

 

 

 

GAAP Gross Margin [B]

 

71.8%

 

 

72.5% - 73.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Sales, Marketing & Administrative Expense [C]

 

51.1%

 

 

51.0% - 52.0%

 

 

 

 

Non-recurring consulting fees 4

 

0.6%

 

 

0.0%

 

 

 

 

Litigation related expenses 5

 

0.6%

 

 

0.7%

 

 

 

 

GAAP Sales, Marketing & Administrative Expense [D]

 

52.3%

 

 

51.7% - 52.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP and Non-GAAP Research & Development Expense [E]

 

5.6%

 

 

6.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related settlements [F] 6

 

2.5%

 

 

0.0%

 

 

 

 

Amortization of intangible assets [G]

 

4.6%

 

 

4.2%

 

 

 

 

Purchase of in-process research and development [H] 7

 

0.8%

 

 

0.0%

 

 

 

 

European medical device regulation [I] 8

 

0.0%

 

 

0.6%

 

 

 

 

Business transition costs [J] 9

 

1.0%

 

 

0.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-GAAP Operating Margin % [A - C - E]

 

15.1%

 

 

15.0% - 15.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Operating Margin % [B - D - E - F - G - H - I - J]

 

4.9%

 

 

9.5% - 10.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Items may not foot due to rounding.

 

 

2

 

Guidance reflects the range provided on February 20, 2019.

 

 

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.

 

 

4

 

Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.

 

 

5

 

Expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.

 

 

6

 

Represents the loss recorded in connection with the settlement of the Madsen Medical, Inc. litigation matter.

 

 

7

 

Purchase of an in-process research and development asset which had no future alternative use.

 

 

8

 

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

 

 

9

 

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.

 

 


 

Reconciliation of EBITDA Margin %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(in thousands, except %)

2018 Actuals 1, 2

 

 

2019 Guidance Range 1, 3, 4

 

 

 

 

Net Income

1.1%

 

 

4.6% - 5.0%

 

 

 

 

Interest income / expense, net

3.4%

 

 

3.3%

 

 

 

 

Income tax benefit / (expense)

(0.3%)

 

 

1.5%

 

 

 

 

Depreciation and amortization

11.8%

 

 

11.7%

 

 

 

 

EBITDA Margin

16.0%

 

 

21.2% - 21.7%

 

 

 

 

Non-cash stock based compensation

2.3%

 

 

2.7%

 

 

 

 

Business transition costs 5

1.0%

 

 

0.0%

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 6

0.1%

 

 

0.0%

 

 

 

 

Litigation related expenses and settlements 7

3.1%

 

 

0.7%

 

 

 

 

Non-recurring consulting fees 8

0.6%

 

 

0.0%

 

 

 

 

In-process research and development 9

0.8%

 

 

0.0%

 

 

 

 

European medical device regulation 10

0.0%

 

 

0.6%

 

 

 

 

Net loss on strategic investments

0.3%

 

 

0.0%

 

 

 

 

Adjusted EBITDA Margin

24.3%

 

 

25.2% - 25.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Items may not foot due to rounding.

 

 

 

 

 

 

 

 

2

 

Effective tax expense rate of ~43% benefit applied to GAAP earnings and ~18% applied to Non-GAAP earnings.

 

 

3

 

Effective tax expense rate of ~24% applied to GAAP earnings and ~23% applied to Non-GAAP earnings.

 

 

4

 

Guidance reflects the range provided on February 20, 2019.

 

 

5

 

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.

 

 

6

 

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.

 

 

7

 

Represents the loss recorded in connection with the settlement of the Madsen Medical, Inc. litigation matter, as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.

 

 

8

 

Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.

 

 

9

 

Purchase of an in-process research and development asset which had no future alternative use.

 

 

10

 

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

 


 

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, business transition costs, purchased in-process research and development, one-time restructuring and related items in connection with acquisitions, investments and divestitures, non-recurring consulting fees, certain litigation expenses and settlements, certain European medical device regulation costs, gains and losses from strategic investments, and non-cash interest expense (excluding debt issuance cost). 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 and related items in connection with acquisitions, investments and divestitures, non-recurring consulting fees, certain litigation expenses and settlements, certain European medical device regulation costs, gains and losses on strategic investments, 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.

During the quarter ended June 30, 2018, the Company began excluding from its non-GAAP financial results certain litigation related expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property. For consistency and comparability, the Company has re-casted non-GAAP financial results for each of the quarters ended Dec. 31, 2017 and March 31, 2018 to exclude these litigation expenses in such periods, which were $0.4 million and $0.6 million, respectively.


 

 

 

For the Three Months Ended December 31, 2018

 

 

 

 

Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures

 

 

 

 

(Unaudited - in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

Operating Profit

 

Net Income

 

Diluted EPS

 

Diluted WASO 5

 

Net Income to Adjusted EBITDA

 

 

 

 

Reported GAAP

$

202,198

 

$

25,856

 

$

12,157

 

$

0.23

 

 

52,530

 

$

12,157

 

 

 

 

% of revenue

 

70.1

%

 

9.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

 

 

13,268

 

 

13,268

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements 1

 

 

 

 

2,750

 

 

2,750

 

 

 

 

 

 

 

 

2,750

 

 

 

 

Business transition costs 2

 

 

 

 

3,779

 

 

3,779

 

 

 

 

 

 

 

 

3,779

 

 

 

 

European medical device regulation 3

 

 

 

 

373

 

 

373

 

 

 

 

 

 

 

 

373

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

4,262

 

 

 

 

 

 

 

 

 

 

 

 

 

Net gain on strategic investments

 

 

 

 

 

 

 

(30

)

 

 

 

 

 

 

 

(30

)

 

 

 

Tax effect of adjustments 4

 

 

 

 

 

 

 

(444

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,193

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,175

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,356

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

3,699

 

 

 

 

Adjusted Non-GAAP

$

202,198

 

$

46,026

 

$

36,115

 

$

0.69

 

 

52,471

 

$

69,452

 

 

 

 

% of revenue

 

70.1

%

 

16.0

%

 

 

 

 

 

 

 

 

 

 

24.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Represents expenses associated with ongoing litigation with a former Board member and his current employer related to various 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

 

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

 

 

4

 

The impact on results from taxes include tax affecting 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 rate of ~43% benefit on a GAAP basis and ~18% on a non-GAAP basis.

 

 

5

 

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

 

 

 


 

 

 

For the Year Ended December 31, 2018

 

 

 

 

Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures

 

 

 

 

(Unaudited - in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

Operating Profit

 

Net Income

 

Diluted EPS

 

Diluted WASO 8

 

Net Income to Adjusted EBITDA

 

 

 

 

Reported GAAP

$

790,555

 

$

54,168

 

$

12,479

 

$

0.24

 

 

52,355

 

$

12,479

 

 

 

 

% of revenue

 

71.8

%

 

4.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 1

 

1,080

 

 

1,080

 

 

1,080

 

 

 

 

 

 

 

 

1,080

 

 

 

 

Non-recurring consulting fees 2

 

 

 

 

6,084

 

 

6,084

 

 

 

 

 

 

 

 

6,084

 

 

 

 

Amortization of intangible assets

 

 

 

 

50,670

 

 

50,670

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements 3

 

 

 

 

34,052

 

 

34,052

 

 

 

 

 

 

 

 

34,052

 

 

 

 

Business transition costs 4

 

 

 

 

11,473

 

 

11,473

 

 

 

 

 

 

 

 

11,473

 

 

 

 

Purchase of in-process research and development 5

 

 

 

 

8,913

 

 

8,913

 

 

 

 

 

 

 

 

8,913

 

 

 

 

European medical device regulation 6

 

 

 

 

373

 

 

373

 

 

 

 

 

 

 

 

373

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

16,722

 

 

 

 

 

 

 

 

 

 

 

 

 

Net loss on strategic investments

 

 

 

 

 

 

 

3,837

 

 

 

 

 

 

 

 

3,837

 

 

 

 

Tax effect of adjustments 7

 

 

 

 

 

 

 

(29,126

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,271

 

 

 

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,756

)

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

129,765

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

25,761

 

 

 

 

Adjusted Non-GAAP

$

791,635

 

$

166,813

 

$

116,557

 

$

2.23

 

 

52,178

 

$

267,332

 

 

 

 

% of revenue

 

71.9

%

 

15.1

%

 

 

 

 

 

 

 

 

 

 

24.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.

 

 

3

 

Represents the loss recorded in connection with the settlement of the Madsen Medical, Inc. litigation matter, as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.

 

 

4

 

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.

 

 

5

 

Purchase of an in-process research and development asset which had no future alternative use.

 

 

6

 

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

 

 

7

 

The impact on results from taxes include tax affecting 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 rate of ~43% benefit on a GAAP basis and ~18% on a non-GAAP basis.

 

 

8

 

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

 

 

 


 

 

 

 

For the Three Months Ended December 31, 2017

 

 

 

 

Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable 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 1

$

195,917

 

$

29,408

 

$

23,477

 

$

0.45

 

 

51,857

 

$

23,477

 

 

 

 

% of revenue

 

72.2

%

 

10.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 2

 

404

 

 

404

 

 

404

 

 

 

 

 

 

 

 

404

 

 

 

 

Amortization of intangible assets 3

 

 

 

 

12,999

 

 

12,677

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements

 

 

 

 

4,133

 

 

4,133

 

 

 

 

 

 

 

 

4,133

 

 

 

 

Business transition costs 4

 

 

 

 

2,518

 

 

2,518

 

 

 

 

 

 

 

 

2,518

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

4,046

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments 5

 

 

 

 

 

 

 

(18,155

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,156

 

 

 

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(3,949

)

 

 

 

Depreciation and amortization 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,055

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,407

 

 

 

 

Adjusted Non-GAAP

$

196,321

 

$

49,462

 

$

29,100

 

$

0.56

 

 

51,857

 

$

75,201

 

 

 

 

% of revenue

 

72.4

%

 

18.2

%

 

 

 

 

 

 

 

 

 

 

27.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Reported GAAP figures for 2017 have been recasted and presented based on the full retrospective method of adoption of ASC 606.

 

 

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

 

When reconciling from reported GAAP net income, the adjustment for amortization of intangible assets excludes the amortization associated with non-controlling interest. In January 2018, the Company completed the acquisition of the non-controlling interest.

 

 

4

 

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.

 

 

5

 

The impact on results from taxes include tax affecting 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 rate of ~10% benefit on a GAAP basis and ~33% on a non-GAAP basis.

 

 

6

 

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

 

 


 

 

 

 

For the Year Ended December 31, 2017

 

 

 

 

Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable 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 1

$

758,244

 

$

111,486

 

$

81,598

 

$

1.48

 

 

55,193

 

$

81,598

 

 

 

 

% of revenue

 

73.9

%

 

10.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 2

 

540

 

 

540

 

 

540

 

 

 

 

 

 

 

 

540

 

 

 

 

Amortization of intangible assets 3

 

 

 

 

48,039

 

 

46,750

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements

 

 

 

 

4,883

 

 

4,883

 

 

 

 

 

 

 

 

4,883

 

 

 

 

Business transition costs 4

 

 

 

 

4,287

 

 

4,287

 

 

 

 

 

 

 

 

4,287

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

17,290

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments 5

 

 

 

 

 

 

 

(56,357

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

37,581

 

 

 

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(7,492

)

 

 

 

Depreciation and amortization 3

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

119,927

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

22,391

 

 

 

 

Adjusted Non-GAAP

$

758,784

 

$

169,235

 

$

98,991

 

$

1.89

 

 

52,345

 

$

263,715

 

 

 

 

% of revenue

 

73.9

%

 

16.5

%

 

 

 

 

 

 

 

 

 

 

25.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Reported GAAP figures for 2017 have been recasted and presented based on the full retrospective method of adoption of ASC 606.

 

 

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

 

When reconciling from reported GAAP net income, the adjustment for amortization of intangible assets excludes the amortization associated with non-controlling interest. In January 2018, the Company completed the acquisition of the non-controlling interest.

 

 

4

 

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.

 

 

5

 

The impact on results from taxes include tax affecting 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 rate of ~10% benefit on a GAAP basis and ~33% on a non-GAAP basis.

 

 

6

 

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

 


 

Investor Conference Call

The Company will hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT to discuss the results of its fourth quarter and full year 2018 financial performance. 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 March 20, 2019. In addition, a telephone replay of the call will be available until Feb. 27, 2019. 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: 13686677.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology innovation, focused on transforming spine surgery and beyond with minimally disruptive, procedurally integrated solutions designed to deliver reproducible and clinically-proven surgical outcomes. The Company's portfolio includes access instruments, implantable hardware, biologics, software systems for surgical planning, navigation and imaging solutions, magnetically adjustable implant systems for spine and orthopedics, and intraoperative monitoring service offerings. With more than $1 billion in revenues, NuVasive has approximately 2,600 employees and operates in more than 50 countries serving surgeons, hospitals and patients. For more information, please visit www.nuvasive.com.

Forward-Looking Statements

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 fourth quarter and full year 2018, as well as projections for 2019 financial guidance and longer-term financial performance goals. The Company’s results for the fourth quarter and full year 2018 are prior to the completion of review and audit procedures by the Company’s external auditors and are subject to adjustment. In addition, the Company’s projections for 2019 financial guidance and longer-term financial performance goals 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. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company’s surgical products and procedures by spine surgeons, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive’s products (including the iGA™ platform), the Company’s ability to effectually manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the 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. 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 December 31,

 

 

Year Ended December 31,

 

 

 

2018

 

 

2017

 

 

2018

 

 

2017

 

 

 

(Unaudited)

 

 

(Unaudited)

 

 

 

 

 

 

 

 

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

258,226

 

 

$

248,881

 

 

$

986,458

 

 

$

938,981

 

Service revenue

 

 

30,101

 

 

 

22,341

 

 

 

115,256

 

 

 

87,704

 

Total revenue

 

 

288,327

 

 

 

271,222

 

 

 

1,101,714

 

 

 

1,026,685

 

Cost of revenue (excluding below amortization of intangible assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

66,375

 

 

 

60,015

 

 

 

234,509

 

 

 

207,307

 

Cost of services

 

 

19,754

 

 

 

15,290

 

 

 

76,650

 

 

 

61,134

 

Total cost of revenue

 

 

86,129

 

 

 

75,305

 

 

 

311,159

 

 

 

268,441

 

Gross profit

 

 

202,198

 

 

 

195,917

 

 

 

790,555

 

 

 

758,244

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Sales, marketing and administrative

 

 

142,201

 

 

 

134,523

 

 

 

575,836

 

 

 

539,507

 

   Research and development

 

 

17,094

 

 

 

12,719

 

 

 

61,695

 

 

 

50,425

 

   Amortization of intangible assets

 

 

13,268

 

 

 

12,999

 

 

 

50,670

 

 

 

48,039

 

   Purchase of in-process research and development

 

 

 

 

 

 

8,913

 

 

 

   Litigation liability loss

 

 

 

 

3,750

 

 

 

27,800

 

 

 

4,500

 

   Business transition costs

 

 

3,779

 

 

 

2,518

 

 

 

11,473

 

 

 

4,287

 

Total operating expenses

 

 

176,342

 

 

 

166,509

 

 

 

736,387

 

 

 

646,758

 

Interest and other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Interest income

 

 

206

 

 

 

85

 

 

 

586

 

 

 

440

 

   Interest expense

 

 

(9,399

)

 

 

(9,241

)

 

 

(37,857

)

 

 

(38,021

)

   Other (expense) income, net

 

 

(331

)

 

 

(1,160

)

 

 

(8,174

)

 

 

(1,542

)

Total interest and other expense, net

 

 

(9,524

)

 

 

(10,316

)

 

 

(45,445

)

 

 

(39,123

)

Income before income taxes

 

 

16,332

 

 

 

19,092

 

 

 

8,723

 

 

 

72,363

 

Income tax benefit (expense)

 

 

(4,175

)

 

 

3,949

 

 

 

3,756

 

 

 

7,492

 

Consolidated net income

 

$

12,157

 

 

$

23,041

 

 

$

12,479

 

 

$

79,855

 

Add back net loss attributable to non-controlling interests

 

 

 

$

(436

)

 

 

 

$

(1,743

)

Net income attributable to NuVasive, Inc.

 

$

12,157

 

 

$

23,477

 

 

$

12,479

 

 

$

81,598

 

Net income per share attributable to NuVasive, Inc.:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

 

$

0.24

 

 

$

0.46

 

 

$

0.24

 

 

$

1.60

 

   Diluted

 

$

0.23

 

 

$

0.45

 

 

$

0.24

 

 

$

1.48

 

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

   Basic

 

 

51,504

 

 

 

51,094

 

 

 

51,382

 

 

 

50,874

 

   Diluted

 

 

52,530

 

 

 

51,857

 

 

 

52,355

 

 

 

55,193

 

 

 


 

NuVasive, Inc.

 

Consolidated Balance Sheets

 

(in thousands, except par values and share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

December 31,

 

 

 

2018

 

 

2017

 

ASSETS

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

117,840

 

 

$

72,803

 

Restricted cash and investments

 

 

 

 

 

3,901

 

Accounts receivable, net of allowances of $16,171 and $13,026, respectively

 

 

196,487

 

 

 

200,220

 

Inventory, net

 

 

273,244

 

 

 

247,138

 

Prepaid income taxes

 

 

16,905

 

 

 

17,209

 

Prepaid expenses and other current assets

 

 

13,733

 

 

 

18,792

 

Total current assets

 

 

618,209

 

 

 

560,063

 

Property and equipment, net

 

 

238,841

 

 

 

215,326

 

Intangible assets, net

 

 

252,048

 

 

 

280,774

 

Goodwill

 

 

561,366

 

 

 

536,926

 

Deferred tax assets

 

 

5,263

 

 

 

6,440

 

Restricted cash and investments

 

 

2,395

 

 

 

1,494

 

Other assets

 

 

29,737

 

 

 

39,117

 

Total assets

 

$

1,707,859

 

 

$

1,640,140

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

105,877

 

 

$

75,767

 

Contingent consideration liabilities

 

 

7,560

 

 

 

18,952

 

Accrued payroll and related expenses

 

 

59,960

 

 

 

55,618

 

Litigation liabilities

 

 

1,415

 

 

 

8,150

 

Income tax liabilities

 

 

4,648

 

 

 

2,908

 

Total current liabilities

 

 

179,460

 

 

 

161,395

 

Long-term senior convertible notes

 

 

602,526

 

 

 

582,920

 

Deferred and income tax liabilities, non-current

 

 

4,964

 

 

 

18,870

 

Other long-term liabilities

 

 

86,384

 

 

 

77,539

 

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 December 31, 2018 and December 31, 2017, 56,648,077 and 56,164,060 issued and outstanding at December 31, 2018 and December 31, 2017, respectively

 

 

61

 

 

 

60

 

Additional paid-in capital

 

 

1,397,829

 

 

 

1,363,549

 

Accumulated other comprehensive loss

 

 

(8,628

)

 

 

(6,933

)

Retained earnings

 

 

17,241

 

 

 

4,762

 

Treasury stock at cost; 5,116,496 shares and 5,001,886  shares at December 31, 2018 and December 31, 2017, respectively

 

 

(571,978

)

 

 

(565,867

)

Total NuVasive, Inc. stockholders’ equity

 

 

834,525

 

 

 

795,571

 

Non-controlling interests

 

 

 

 

 

3,845

 

Total equity

 

 

834,525

 

 

 

799,416

 

Total liabilities and equity

 

$

1,707,859

 

 

$

1,640,140

 

 

 


 

NuVasive, Inc.

 

Consolidated Statements of Cash Flows

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Year Ended December 31,

 

 

 

2018

 

 

2017

 

Operating activities:

 

 

 

 

 

 

 

 

Consolidated net income

 

$

12,479

 

 

$

79,855

 

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

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

129,765

 

 

 

121,176

 

Purchase of in-process research and development

 

 

8,913

 

 

 

 

Deferred income taxes

 

 

(11,396

)

 

 

(12,838

)

Amortization of non-cash interest

 

 

20,123

 

 

 

20,538

 

Stock-based compensation

 

 

25,673

 

 

 

22,391

 

Net loss on strategic investments

 

 

4,421

 

 

 

 

Reserves on current assets

 

 

14,834

 

 

 

5,622

 

Other non-cash adjustments

 

 

23,703

 

 

 

16,561

 

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

 

 

 

 

 

 

 

 

Accounts receivable

 

 

4,562

 

 

 

(26,610

)

Inventory

 

 

(38,646

)

 

 

(35,867

)

Prepaid expenses and other current assets

 

 

(1,280

)

 

 

(12,681

)

Accounts payable and accrued liabilities

 

 

20,518

 

 

 

(5,558

)

Contingent consideration liabilities

 

 

(300

)

 

 

(11,200

)

Accrued payroll and related expenses

 

 

2,595

 

 

 

3,975

 

Litigation liability

 

 

1,165

 

 

 

8,150

 

Income taxes

 

 

2,054

 

 

 

3,455

 

Net cash provided by operating activities

 

 

219,183

 

 

 

176,969

 

Investing activities:

 

 

 

 

 

 

 

 

Other acquisitions and investments

 

 

(55,266

)

 

 

(62,370

)

Proceeds from other investments

 

 

3,584

 

 

 

 

Purchases of intangible assets

 

 

(7,682

)

 

 

(2,270

)

Purchases of property and equipment

 

 

(101,921

)

 

 

(110,221

)

Net cash used in investing activities

 

 

(161,285

)

 

 

(174,861

)

Financing activities:

 

 

 

 

 

 

 

 

Proceeds from the issuance of common stock

 

 

8,127

 

 

 

9,991

 

Payment of contingent consideration

 

 

(19,450

)

 

 

(19,400

)

Purchase of treasury stock

 

 

(2,928

)

 

 

(11,860

)

Repurchases of convertible notes

 

 

 

 

 

(63,317

)

Proceeds from revolving line of credit

 

 

100,000

 

 

 

60,000

 

Repayments on revolving line of credit

 

 

(100,000

)

 

 

(60,000

)

Other financing activities

 

 

(327

)

 

 

(2,442

)

Net cash used in financing activities

 

 

(14,578

)

 

 

(87,028

)

Effect of exchange rate changes on cash

 

 

(1,283

)

 

 

2,070

 

Increase (decrease) in cash, cash equivalents and restricted cash

 

 

42,037

 

 

 

(82,850

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

78,198

 

 

 

161,048

 

Cash, cash equivalents and restricted cash at end of period

 

$

120,235

 

 

$

78,198

 

 

 

 

 

 

###

 


 

Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

858-458-2240

investorrelations@nuvasive.com  

 

Media Contact:

Jill Howard
NuVasive, Inc.

858-480-0571

media@nuvasive.com