EX-99.1 2 nuva-ex991_8.htm EX-99.1 nuva-ex991_8.htm

Exhibit 99.1

 

 

NEWS RELEASE

 

NuVasive Announces Second Quarter 2019 Financial Results


SAN DIEGO July 30, 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 ended June 30, 2019.

 

Second Quarter 2019 Highlights

 

Revenue increased 3.7% to $292.1 million, or 4.7% on a constant currency basis;

 

GAAP operating profit margin of 10.3%; Non-GAAP operating profit margin of 16.3%; and

 

GAAP diluted earnings per share of $0.29; Non-GAAP diluted earnings per share of $0.63.

 

“NuVasive continued to deliver consistent revenue growth in the second quarter 2019, with a notably solid performance from the U.S. Hardware business,” said J. Christopher Barry, chief executive officer of NuVasive. “We saw meaningful case volume growth driven by increased surgeon adoption of lateral single-position surgery and NuVasive’s innovative X360 system. Our strong profitability results over the first half of the year demonstrate the clear initiatives and focused execution throughout the business and are reflected in our raised full-year 2019 non-GAAP guidance for operating margin and earnings per share.”

 

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

 

Second Quarter 2019 Results

NuVasive reported second quarter 2019 total revenue of $292.1 million, a 3.7% increase compared to $281.6 million for the second quarter 2018. On a constant currency basis, second quarter 2019 total revenue increased 4.7% compared to the same period last year.

 

For the second quarter 2019, both GAAP and non-GAAP gross profit was $214.5 million and GAAP and non-GAAP gross margin was 73.4%. These results compared to the second quarter 2018 GAAP and non-GAAP gross profit of $204.5 million and $204.9 million, respectively, and GAAP and non-GAAP gross margin of 72.6% and 72.8%, respectively.

 

On a GAAP basis, the Company reported net income of $15.0 million, or diluted earnings per share of $0.29, for the second quarter 2019 compared to a net income of $11.5 million, or diluted earnings per share of $0.22, for the second quarter 2018. On a non-GAAP basis, the Company reported net income of $32.8 million, or diluted earnings per share of $0.63 per share, for the second quarter 2019 compared to net income of $30.3 million, or diluted earnings per share of $0.58 per share, for the second quarter 2018.

 

Annual Financial Guidance for 2019

The Company updated its full-year 2019 financial guidance to reflect first-half 2019 results.


 

 

 

 

2019 Guidance Range 1

 

 

 

 

Prior

 

Current

 

 

 

 

GAAP

Non-GAAP

 

GAAP

Non-GAAP

 

 

 

Revenue

$1.14B - $1.16B

 

$1.14B - $1.16B

 

$1.14B - $1.16B

 

$1.14B - $1.16B

 

 

 

% Growth - Reported

3.5% - 5.5%

 

3.5% - 5.5%

 

3.4% - 5.4%

 

3.4% - 5.4%

 

 

 

% Growth - Constant Currency 2

 

 

3.8% - 5.8%

 

 

 

3.8% - 5.8%

 

 

 

Operating margin

9.0% - 9.5%

 

15.0% - 15.5%

 

9.1% - 9.5%

 

15.3% - 15.7%

 

 

 

Earnings per share

$0.95 - $1.05

 

$2.20 - $2.30

 

$0.93 - $1.03

 

$2.25 - $2.35

 

 

 

EBITDA margin

20.9% - 21.3%

 

25.2% - 25.7%

 

21.2% - 21.5%

 

25.5% - 25.9%

 

 

 

Tax Rate

~22%

 

~23%

 

~24%

 

~23%

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Prior guidance reflects the range provided May 1, 2019. Current guidance reflects the range provided July 30, 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.

 

 

The Company maintains full-year 2019 revenue guidance to be in the range of $1.14 billion to $1.16 billion, which now includes approximately $5 million in year-over-year currency headwinds compared to prior guidance of $4 million. This reflects reported growth in the range of 3.4% to 5.4%, compared with prior guidance of 3.5% to 5.5%. Revenue growth on a constant currency basis remains unchanged at 3.8% to 5.8%;

 

Non-GAAP diluted earnings per share in a range of $2.25 to $2.35, compared with prior guidance of $2.20 to $2.30;

 

Non-GAAP operating profit margin of 15.3% to 15.7%, compared with prior guidance of 15.0% to 15.5%;

 

EBITDA margin of 25.5% to 25.9%, compared with prior guidance of 25.2% to 25.7%; and

 

Non-GAAP effective tax expense rate of approximately 23%.

 

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

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Guidance Range  1, 2

 

 

 

 

 

2018 Actuals 1

 

Prior 3

 

 

Current 4

 

 

 

 

GAAP net income per share

$0.24

 

 

 

$0.95 - 1.05

 

 

$0.93 - 1.03

 

 

 

 

Impact of change to diluted share count

 

 

 

 

 

 

 

 

 

 

 

 

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

$0.24

 

 

 

$0.95 - 1.05

 

 

$0.93 - 1.03

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business transition costs 5

 

0.22

 

 

 

 

0.10

 

 

 

0.11

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 6

 

0.02

 

 

 

 

 

 

 

 

 

 

 

Non-cash interest expense on convertible notes

 

0.32

 

 

 

 

0.30

 

 

 

0.34

 

 

 

 

Litigation related expenses and settlements 7

 

0.65

 

 

 

 

0.20

 

 

 

0.18

 

 

 

 

Non-recurring consulting fees 8

 

0.12

 

 

 

 

 

 

 

 

 

 

 

Net loss on strategic investments

 

0.07

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

0.97

 

 

 

 

0.95

 

 

 

0.96

 

 

 

 

Purchase of in-process research and development 9

 

0.17

 

 

 

 

 

 

 

 

 

 

 

European medical device regulation 10

 

0.01

 

 

 

 

0.10

 

 

 

0.11

 

 

 

 

Tax effect of adjustments 11

 

(0.56

)

 

 

 

(0.40

)

 

 

(0.38

)

 

 

 

Non-GAAP earnings per share

$2.23

 

 

 

$2.20 - 2.30

 

 

$2.25 - 2.35

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

GAAP Weighted shares outstanding - basic

 

51,382

 

 

 

 

51,999

 

 

 

51,954

 

 

 

 

GAAP Weighted shares outstanding - diluted

 

52,355

 

 

 

 

52,991

 

 

 

52,898

 

 

 

 

Non-GAAP Weighted shares outstanding - diluted 12

 

52,178

 

 

 

 

52,718

 

 

 

52,586

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Items may not foot due to rounding.

 

 

2

 

Prior guidance reflects the range provided May 1, 2019. Current guidance reflects the range provided July 30, 2019.

 

 

3

 

Effective tax expense rate of ~22% applied to GAAP earnings and ~23% applied to Non-GAAP earnings.

 

 

4

 

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

 

 

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

 

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

 

 

11

 

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 rate of ~43% benefit on a GAAP basis and ~18% on a non-GAAP basis in 2018.

 

 

12

 

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 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Guidance Range 1, 2

 

 

 

 

(in thousands, except %)

 

2018 Actuals 1

 

 

Prior

 

 

Current

 

 

 

 

Non-GAAP Gross Margin % [A]

 

71.9%

 

 

72.5% - 73.0%

 

 

72.5% - 73.0%

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 3

 

(0.1%)

 

 

0.0%

 

 

0.0%

 

 

 

 

GAAP Gross Margin [B]

 

71.8%

 

 

72.5% - 73.0%

 

 

72.5% - 73.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

51.1%

 

 

51.0% - 52.0%

 

 

50.8% - 51.7%

 

 

 

 

Non-recurring consulting fees 4

 

0.6%

 

 

0.0%

 

 

0.0%

 

 

 

 

Litigation related expenses 5

 

0.6%

 

 

0.7%

 

 

0.8%

 

 

 

 

GAAP Sales, Marketing & Administrative Expense [D]

 

52.3%

 

 

51.7% - 52.7%

 

 

51.6% - 52.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

5.6%

 

 

6.0%

 

 

6.0%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related settlements [F] 6

 

2.5%

 

 

0.0%

 

 

0.0%

 

 

 

 

Amortization of intangible assets [G]

 

4.6%

 

 

4.3%

 

 

4.4%

 

 

 

 

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

 

0.8%

 

 

0.0%

 

 

0.0%

 

 

 

 

European medical device regulation [I] 8

 

0.0%

 

 

0.6%

 

 

0.5%

 

 

 

 

Business transition costs [J] 9

 

1.0%

 

 

0.4%

 

 

0.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

15.1%

 

 

15.0% - 15.5%

 

 

15.3% - 15.7%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

4.9%

 

 

9.0% - 9.5%

 

 

9.1% - 9.5%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

Items may not foot due to rounding.

 

 

2

 

Prior guidance reflects the range provided May 1, 2019. Current guidance reflects the range provided July 30, 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

 

Costs related 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 %

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

2019 Guidance Range 1, 5

 

 

 

 

(in thousands, except %)

2018 Actuals 1, 2

 

 

Prior 3

 

 

Current 4

 

 

 

 

Net Income

1.1%

 

 

4.3% - 4.8%

 

 

4.3% - 4.7%

 

 

 

 

Interest income / expense, net

3.4%

 

 

3.3%

 

 

3.3%

 

 

 

 

Income tax benefit / (expense)

(0.3%)

 

 

1.3%

 

 

1.5%

 

 

 

 

Depreciation and amortization

11.8%

 

 

12.0%

 

 

11.9%

 

 

 

 

EBITDA Margin

16.0%

 

 

20.9% - 21.3%

 

 

21.2% - 21.5%

 

 

 

 

Non-cash stock based compensation

2.3%

 

 

2.6%

 

 

2.5%

 

 

 

 

Business transition costs 6

1.0%

 

 

0.4%

 

 

0.5%

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 7

0.1%

 

 

0.0%

 

 

0.0%

 

 

 

 

Litigation related expenses and settlements 8

3.1%

 

 

0.7%

 

 

0.8%

 

 

 

 

Non-recurring consulting fees 9

0.6%

 

 

0.0%

 

 

0.0%

 

 

 

 

In-process research and development 10

0.8%

 

 

0.0%

 

 

0.0%

 

 

 

 

European medical device regulation 11

0.0%

 

 

0.6%

 

 

0.5%

 

 

 

 

Net loss on strategic investments

0.3%

 

 

0.0%

 

 

0.0%

 

 

 

 

Adjusted EBITDA Margin

24.3%

 

 

25.2% - 25.7%

 

 

25.5% - 25.9%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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 ~22% applied to GAAP earnings and ~23% applied to Non-GAAP earnings.

 

 

4

 

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

 

 

5

 

Prior guidance reflects the range provided May 1, 2019. Current guidance reflects the range provided July 30, 2019.

 

 

6

 

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.

 

 

7

 

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.

 

 

8

 

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.

 

 

9

 

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

 

 

10

 

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

 

 

11

 

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 GAAP to Non-GAAP Financial 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 financial 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 financial 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 financial measures are not in accordance with, or an alternative for, GAAP, and may be different from non-GAAP financial measures used by other companies. Set forth below are reconciliations of the GAAP to non-GAAP financial measures.

 


 

 

 

 

For the Three Months Ended June 30, 2019

 

 

 

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 

 

 

 

(Unaudited - in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

Operating Profit

 

Net Income

 

Diluted EPS

 

Diluted WASO 5

 

Net Income to Adjusted EBITDA

 

 

 

 

Reported GAAP

$

214,526

 

$

30,197

 

$

14,962

 

$

0.29

 

 

52,460

 

$

14,962

 

 

 

 

% of revenue

 

73.4

%

 

10.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

 

 

12,277

 

 

12,277

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements 1

 

 

 

 

2,031

 

 

2,031

 

 

 

 

 

 

 

 

2,031

 

 

 

 

Business transition costs 2

 

 

 

 

1,646

 

 

1,646

 

 

 

 

 

 

 

 

1,646

 

 

 

 

European medical device regulation 3

 

 

 

 

1,400

 

 

1,400

 

 

 

 

 

 

 

 

1,400

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

4,374

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments 4

 

 

 

 

 

 

 

(3,881

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,323

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5,921

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

33,560

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,901

 

 

 

 

Adjusted Non-GAAP

$

214,526

 

$

47,551

 

$

32,809

 

$

0.63

 

 

52,460

 

$

75,744

 

 

 

 

% of revenue

 

73.4

%

 

16.3

%

 

 

 

 

 

 

 

 

 

 

25.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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

 

 

4

 

Represents the impact from tax affecting the adjustments above at their statutory tax rate. As of July 30, 2019, the Company estimated an annual tax rate of ~24% on a GAAP basis and ~23% 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 Six Months Ended June 30, 2019

 

 

 

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 

 

 

 

(Unaudited - in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

Operating Profit

 

Net Income

 

Diluted EPS

 

Diluted WASO 5

 

Net Income to Adjusted EBITDA

 

 

 

 

Reported GAAP

$

414,808

 

$

50,370

 

$

24,348

 

$

0.46

 

 

52,471

 

$

24,348

 

 

 

 

% of revenue

 

73.2

%

 

8.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Amortization of intangible assets

 

 

 

 

25,902

 

 

25,902

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements 1

 

 

 

 

5,077

 

 

5,077

 

 

 

 

 

 

 

 

5,077

 

 

 

 

Business transition costs 2

 

 

 

 

5,479

 

 

5,479

 

 

 

 

 

 

 

 

5,479

 

 

 

 

European medical device regulation 3

 

 

 

 

1,732

 

 

1,732

 

 

 

 

 

 

 

 

1,732

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

8,693

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments 4

 

 

 

 

 

 

 

(10,814

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

18,427

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

7,238

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

67,614

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12,618

 

 

 

 

Adjusted Non-GAAP

$

414,808

 

$

88,560

 

$

60,417

 

$

1.15

 

 

52,471

 

$

142,533

 

 

 

 

% of revenue

 

73.2

%

 

15.6

%

 

 

 

 

 

 

 

 

 

 

25.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

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

 

 

4

 

Represents the impact from tax affecting the adjustments above at their statutory tax rate. As of July 30, 2019, the Company estimated an annual tax rate of ~24% on a GAAP basis and ~23% 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 Three Months Ended June 30, 2018

 

 

 

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 

 

 

 

(Unaudited - in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

Operating Profit

 

Net Income

 

Diluted EPS

 

Diluted WASO 5

 

Net Income to Adjusted EBITDA

 

 

 

 

Reported GAAP

$

204,508

 

$

28,563

 

$

11,531

 

$

0.22

 

 

51,956

 

$

11,531

 

 

 

 

% of revenue

 

72.6

%

 

10.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 1

 

405

 

 

405

 

 

405

 

 

 

 

 

 

 

 

405

 

 

 

 

Amortization of intangible assets

 

 

 

 

12,628

 

 

12,628

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements 2

 

 

 

 

383

 

 

383

 

 

 

 

 

 

 

 

383

 

 

 

 

Business transition costs 3

 

 

 

 

3,998

 

 

3,998

 

 

 

 

 

 

 

 

3,998

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

4,153

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax effect of adjustments 4

 

 

 

 

 

 

 

(2,775

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

9,840

 

 

 

 

Income tax expense

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4,813

 

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

32,061

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6,860

 

 

 

 

Adjusted Non-GAAP

$

204,913

 

$

45,977

 

$

30,323

 

$

0.58

 

 

51,956

 

$

69,891

 

 

 

 

% of revenue

 

72.8

%

 

16.3

%

 

 

 

 

 

 

 

 

 

 

24.8

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1

 

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

 

 

2

 

Represents the change in the estimated loss contingency 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.

 

 

3

 

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

 

 

4

 

Represents the impact from tax affecting the adjustments above at their statutory tax rate. As of July 31, 2018, the Company estimated an annual tax rate of ~33% on a GAAP basis and ~21% 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 Six Months Ended June 30, 2018

 

 

 

 

Reconciliation of GAAP to Non-GAAP Financial Measures

 

 

 

 

(Unaudited - in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Profit

 

Operating Profit

 

Net (Loss) Income

 

Diluted EPS

 

Diluted WASO 6,7

 

Net Loss to Adjusted EBITDA

 

 

 

 

Reported GAAP

$

391,216

 

$

10,341

 

$

(15,601

)

$

(0.30

)

 

51,292

 

$

(15,601

)

 

 

 

% of revenue

 

72.2

%

 

1.9

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non-cash purchase accounting adjustments on acquisitions 1

 

810

 

 

810

 

 

810

 

 

 

 

 

 

 

 

810

 

 

 

 

Non-recurring consulting fees 2

 

 

 

 

6,084

 

 

6,084

 

 

 

 

 

 

 

 

6,084

 

 

 

 

Amortization of intangible assets

 

 

 

 

25,053

 

 

25,053

 

 

 

 

 

 

 

 

 

 

 

 

 

Litigation related expenses and settlements 3

 

 

 

 

29,969

 

 

29,969

 

 

 

 

 

 

 

 

29,969

 

 

 

 

Business transition costs 4

 

 

 

 

6,251

 

 

6,251

 

 

 

 

 

 

 

 

6,251

 

 

 

 

Non-cash interest expense on convertible notes

 

 

 

 

 

 

 

8,252

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impairment of strategic investment

 

 

 

 

 

 

 

9,004

 

 

 

 

 

 

 

 

9,004

 

 

 

 

Tax effect of adjustments 5

 

 

 

 

 

 

 

(18,884

)

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense/(income), net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

19,173

 

 

 

 

Income tax benefit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(5,313

)

 

 

 

Depreciation and amortization

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

64,151

 

 

 

 

Non-cash stock based compensation

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

10,994

 

 

 

 

Adjusted Non-GAAP

$

392,026

 

$

78,508

 

$

50,938

 

$

0.98

 

 

51,849

 

$

125,522

 

 

 

 

% of revenue

 

72.3

%

 

14.5

%

 

 

 

 

 

 

 

 

 

 

23.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

Represents the impact from tax affecting the adjustments above at their statutory tax rate. As of July 30, 2018, the Company estimated an annual tax rate of ~33% on a GAAP basis and ~21% on a non-GAAP basis.

 

 

6

 

The Company had a GAAP net loss for the six months ended June 30, 2018, and therefore the loss per share was calculated using the basic weighted average shares outstanding. The non-GAAP earnings per share for the six months ending June 31, 2018 was calculated using the diluted weighted average shares outstanding.

 

 

7

 

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

NuVasive will hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT to discuss the results of its financial performance for the second quarter 2019. 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 August 30, 2019. In addition, a telephone replay of the call will be available until August 6, 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: 13691950.

 

NuVasive Investor Day 2019

NuVasive will discuss its corporate strategy, including its innovation roadmap and long-term financial outlook, at its Investor Day on August 8, 2019. A live webcast of NuVasive’s Investor Day will be available online from the Investor Relations page of the Company’s website at www.nuvasive.com. After the live webcast, a replay of the event and the presentation materials will be available on NuVasive’s website.

 

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 second quarter 2019, as well as projections for 2019 financial guidance and longer-term financial performance goals. The Company's results for the second quarter 2019 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 June 30,

 

 

Six Months Ended June 30,

 

(unaudited)

 

2019

 

 

2018

 

 

2019

 

 

2018

 

Revenue

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Product revenue

 

$

261,381

 

 

$

252,687

 

 

$

505,204

 

 

$

486,202

 

Service revenue

 

 

30,724

 

 

 

28,877

 

 

 

61,677

 

 

 

55,884

 

Total revenue

 

 

292,105

 

 

 

281,564

 

 

 

566,881

 

 

 

542,086

 

Cost of revenue (excluding below amortization of intangible assets)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cost of products sold

 

 

57,613

 

 

 

58,202

 

 

 

112,099

 

 

 

113,393

 

Cost of services

 

 

19,966

 

 

 

18,854

 

 

 

39,974

 

 

 

37,477

 

Total cost of revenue

 

 

77,579

 

 

 

77,056

 

 

 

152,073

 

 

 

150,870

 

Gross profit

 

 

214,526

 

 

 

204,508

 

 

 

414,808

 

 

 

391,216

 

Operating expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Sales, marketing and administrative

 

 

152,853

 

 

 

145,658

 

 

 

297,929

 

 

 

292,424

 

Research and development

 

 

17,553

 

 

 

14,856

 

 

 

35,128

 

 

 

29,347

 

Amortization of intangible assets

 

 

12,277

 

 

 

12,628

 

 

 

25,902

 

 

 

25,053

 

Litigation liability (gain) loss

 

 

 

 

 

(1,195

)

 

 

 

 

 

27,800

 

Business transition costs

 

 

1,646

 

 

 

3,998

 

 

 

5,479

 

 

 

6,251

 

Total operating expenses

 

 

184,329

 

 

 

175,945

 

 

 

364,438

 

 

 

380,875

 

Interest and other expense, net:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

327

 

 

 

116

 

 

 

736

 

 

 

250

 

Interest expense

 

 

(9,650

)

 

 

(9,956

)

 

 

(19,163

)

 

 

(19,423

)

Other income (expense), net

 

 

9

 

 

 

(2,379

)

 

 

(357

)

 

 

(12,082

)

Total interest and other expense, net

 

 

(9,314

)

 

 

(12,219

)

 

 

(18,784

)

 

 

(31,255

)

Income (loss) before income taxes

 

 

20,883

 

 

 

16,344

 

 

 

31,586

 

 

 

(20,914

)

Income tax (expense) benefit

 

 

(5,921

)

 

 

(4,813

)

 

 

(7,238

)

 

 

5,313

 

Consolidated net income (loss)

 

$

14,962

 

 

$

11,531

 

 

$

24,348

 

 

$

(15,601

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per share:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

$

0.29

 

 

$

0.22

 

 

$

0.47

 

 

$

(0.30

)

Diluted

 

$

0.29

 

 

$

0.22

 

 

$

0.46

 

 

$

(0.30

)

Weighted average shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic

 

 

51,967

 

 

 

51,356

 

 

 

51,822

 

 

 

51,292

 

Diluted

 

 

52,460

 

 

 

51,956

 

 

 

52,471

 

 

 

51,292

 

 


 

NuVasive, Inc.

 

Consolidated Balance Sheets

 

(in thousands, except par values and share amounts)

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2019

 

 

December 31, 2018

 

ASSETS

 

(Unaudited)

 

 

 

 

 

Current assets:

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

128,377

 

 

$

117,840

 

Accounts receivable, net of allowances of $16,400 and $16,171, respectively

 

 

207,992

 

 

 

196,487

 

Inventory, net

 

 

297,136

 

 

 

273,244

 

Prepaid income taxes

 

 

16,188

 

 

 

16,905

 

Prepaid expenses and other current assets

 

 

14,617

 

 

 

13,733

 

Total current assets

 

 

664,310

 

 

 

618,209

 

Property and equipment, net

 

 

257,438

 

 

 

238,841

 

Intangible assets, net

 

 

227,545

 

 

 

252,048

 

Goodwill

 

 

561,420

 

 

 

561,366

 

Operating lease right-of-use assets

 

 

62,424

 

 

 

 

Deferred tax assets

 

 

4,885

 

 

 

5,263

 

Restricted cash and investments

 

 

2,394

 

 

 

2,395

 

Other assets

 

 

24,894

 

 

 

29,737

 

Total assets

 

$

1,805,310

 

 

$

1,707,859

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

 

 

 

Accounts payable and accrued liabilities

 

$

105,710

 

 

$

105,877

 

Contingent consideration liabilities

 

 

7,892

 

 

 

7,560

 

Accrued payroll and related expenses

 

 

58,492

 

 

 

59,960

 

Operating lease liabilities

 

 

6,471

 

 

 

 

Litigation liabilities

 

 

3,250

 

 

 

1,415

 

Income tax liabilities

 

 

2,823

 

 

 

4,648

 

Total current liabilities

 

 

184,638

 

 

 

179,460

 

Senior convertible notes

 

 

612,762

 

 

 

602,526

 

Deferred and income tax liabilities

 

 

10,269

 

 

 

4,964

 

Operating lease liabilities

 

 

67,753

 

 

 

 

Other long-term liabilities

 

 

67,164

 

 

 

86,384

 

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 June 30, 2019 and December 31, 2018, 57,357,083 and 56,648,077 issued and outstanding at June 30, 2019 and December 31, 2018, respectively

 

 

62

 

 

 

61

 

Additional paid-in capital

 

 

1,413,934

 

 

 

1,397,829

 

Accumulated other comprehensive loss

 

 

(8,552

)

 

 

(8,628

)

Retained earnings

 

 

41,589

 

 

 

17,241

 

Treasury stock at cost; 5,327,656 shares and 5,116,496 shares at June 30, 2019 and December 31, 2018, respectively

 

 

(584,309

)

 

 

(571,978

)

Total equity

 

 

862,724

 

 

 

834,525

 

Total liabilities and equity

 

$

1,805,310

 

 

$

1,707,859

 

 


 

NuVasive, Inc.

 

Consolidated Statements of Cash Flows

 

(in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

(unaudited)

 

2019

 

 

2018

 

Operating activities:

 

 

 

 

 

 

 

 

Consolidated net income (loss)

 

$

24,348

 

 

$

(15,601

)

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

 

 

 

 

 

 

 

 

Depreciation and amortization

 

 

67,614

 

 

 

64,151

 

Impairment of strategic investment

 

 

 

 

 

9,004

 

Amortization of non-cash interest

 

 

10,494

 

 

 

9,920

 

Stock-based compensation

 

 

12,618

 

 

 

10,994

 

Reserves on current assets

 

 

8,267

 

 

 

9,444

 

Other non-cash adjustments

 

 

4,329

 

 

 

12,133

 

Deferred income taxes

 

 

5,721

 

 

 

(6,593

)

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

 

 

 

 

 

 

 

 

Accounts receivable

 

 

(11,602

)

 

 

852

 

Inventory

 

 

(31,856

)

 

 

(19,615

)

Prepaid expenses and other current assets

 

 

(2,811

)

 

 

(2,141

)

Accounts payable and accrued liabilities

 

 

9,301

 

 

 

8,931

 

Accrued payroll and related expenses

 

 

(3,699

)

 

 

(6,358

)

Litigation liability

 

 

1,835

 

 

 

2,150

 

Income taxes

 

 

(1,128

)

 

 

(53

)

Net cash provided by operating activities

 

 

93,431

 

 

 

77,218

 

Investing activities:

 

 

 

 

 

 

 

 

Acquisitions and investments

 

 

(4,100

)

 

 

(52,081

)

Purchases of intangible assets

 

 

(6,827

)

 

 

(7,682

)

Purchases of property and equipment

 

 

(65,385

)

 

 

(53,388

)

Net cash used in investing activities

 

 

(76,312

)

 

 

(113,151

)

Financing activities:

 

 

 

 

 

 

 

 

Proceeds from the issuance of common stock

 

 

3,888

 

 

 

5,312

 

Purchases of treasury stock

 

 

(11,702

)

 

 

(2,222

)

Payment of contingent consideration

 

 

(809

)

 

 

(8,900

)

Proceeds from revolving line of credit

 

 

 

 

 

100,000

 

Repayments on revolving line of credit

 

 

 

 

 

(63,000

)

Other financing activities

 

 

1,769

 

 

 

(146

)

Net cash (used in) provided by financing activities

 

 

(6,854

)

 

 

31,044

 

Effect of exchange rate changes on cash

 

 

271

 

 

 

(837

)

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

 

 

10,536

 

 

 

(5,726

)

Cash, cash equivalents and restricted cash at beginning of period

 

 

120,235

 

 

 

78,198

 

Cash, cash equivalents and restricted cash at end of period

 

$

130,771

 

 

$

72,472

 

 

###


 

Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

858-458-2240

investorrelations@nuvasive.com

 

Media Contact:

Jessica Tieszen

NuVasive, Inc.

858-736-0364

media@nuvasive.com