UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): October 27, 2015
NUVASIVE, INC.
(Exact
name of registrant as specified in its charter)
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Delaware |
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000-50744 |
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33-0768598 |
(State or Other Jurisdiction
of Incorporation) |
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(Commission
File Number) |
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(I.R.S. Employer
Identification Number) |
7475 Lusk Boulevard, San Diego, California 92121
(Address of principal executive offices) (Zip Code)
(858) 909-1800
(Registrants telephone number, including area code)
n/a
(Former name or
former address, if changed since last report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.02 |
Results of Operations and Financial Condition. |
On October 27, 2015, NuVasive, Inc. issued a press
release announcing its financial results for the quarter ended September 30, 2015. A copy of this press release is furnished as Exhibit 99.1 hereto.
The information contained in this Current Report shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the Exchange Act), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 |
Financial Statements and Exhibits. |
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(d) |
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Exhibits. |
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99.1 |
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Press release issued by NuVasive, Inc. on October 27, 2015. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
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NUVASIVE, INC. |
By: |
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/s/ Jason Hannon |
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Jason Hannon |
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Executive Vice President, International & General Counsel |
Date: October 27, 2015
EXHIBIT INDEX
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Exhibit
Number |
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Description |
99.1 |
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Press release issued by NuVasive, Inc. on October 27, 2015. |
Exhibit 99.1
NEWS RELEASE
Investor/Media Contact:
Stacy Roughan
NuVasive, Inc.
1-858-909-1812
sroughan@nuvasive.com
NUVASIVE REPORTS THIRD QUARTER 2015 FINANCIAL RESULTS
Third Quarter 2015 Highlights:
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Revenue increased 5.6% to $200.5 million, or 7.8% on a constant currency basis; |
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Non-GAAP operating profit margin increased 460 basis points to 16.3%; GAAP operating profit margin of 14.0%; |
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Adjusted EBITDA margin increased 540 basis points to 26.7%; |
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Non-GAAP net income of $18.1 million; GAAP net income of $13.0 million; |
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Non-GAAP diluted earnings per share of $0.35; GAAP diluted earnings per share of $0.24; and |
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Company reiterates 2015 revenue outlook and increases non-GAAP operating profit margin, adjusted EBITDA and EPS guidance |
SAN DIEGO, CA October 27, 2015 - NuVasive, Inc. (Nasdaq: NUVA), a leading medical device company focused on transforming spine surgery with
minimally disruptive, procedurally-integrated solutions, announced today financial results for the quarter ended September 30, 2015.
We are
pleased to report another strong quarter in which we achieved revenue growth of nearly 8% on a constant currency basis in line with our mid to high single-digit growth goal and profitability that once again significantly outperformed our
expectations, said Gregory T. Lucier, Chairman and Chief Executive Officer of NuVasive. By remaining focused on our margin expansion initiatives across the Company, we delivered incredibly strong year-over-year growth in non-GAAP
operating profit margin and adjusted EBITDA margin, improving 460 and 540 basis points, respectively, while non-GAAP EPS increased nearly three and a half times compared to the same quarter last year.
Our performance for the quarter was driven by continued strength in the United States and robust growth in certain international geographies where
NuVasive is leading with our competitive XLIF® technology and differentiated offerings. We remain confident that our unrelenting focus on innovation and technology, increased operational
efficiencies, international scalability and our commitment to increased self-manufacturing position NuVasive to be the leader in transforming spine and improving patient outcomes, said Mr. Lucier.
A full reconciliation of non-GAAP to GAAP measures can be found in the tables of this news release.
Third Quarter 2015 Results
NuVasive reported third quarter 2015 total revenue of $200.5 million, a 5.6% increase compared to $189.9 million for the third quarter 2014. On a constant
currency basis, third quarter 2015 total revenue increased 7.8% compared to the same period last year.
GAAP gross profit for the third quarter 2015 was
$151.4 million and gross margin was 75.5% compared to a gross profit of $142.2 million and a gross margin of 74.9% for the third quarter 2014. Total GAAP operating expenses for the third quarter 2015 were $123.3 million compared to $125.9 million in
the third quarter 2014.
The Company reported a GAAP net income of $13.0 million, or $0.24 per share, for the third quarter 2015 compared to a GAAP net
loss of $(1.8) million, or $(0.04) per share, for the third quarter 2014.
On a non-GAAP basis, the Company reported net income of $18.1 million, or $0.35
per share, for the third quarter 2015 compared to net income of $3.9 million, or $0.08 per share, for the third quarter 2014.
Cash, cash equivalents and
short and long-term marketable securities were approximately $451.2 million at September 30, 2015.
Annual Guidance for 2015
The Company provided the following updated projections to its full year 2015 guidance:
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Revenue of approximately $810.0 million, which includes an approximate $13.0 million of currency headwinds, or approximately 6.2% growth compared to revenue of $762.4 million for 2014; on a constant currency basis
revenue is expected to grow approximately 7.9%; |
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GAAP diluted earnings per share of approximately $1.24 compared to GAAP loss per diluted share of $(0.36) for 2014; versus a prior expectation of $1.18 for 2015; |
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Non-GAAP diluted earnings per share of approximately $1.25, an increase of approximately 86.6% compared to non-GAAP diluted earnings of $0.67 for 2014; versus a prior expectation of $1.17 for 2015; |
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Non-GAAP operating profit margin of approximately 15.2%, an increase of approximately 380 basis points compared to 11.4% for 2014; versus a prior expectation of 15.0% for 2015; |
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Adjusted EBITDA margin of approximately 25.4%, an increase of approximately 350 basis points compared to 21.9% for 2014; versus a prior expectation of 25.2% for 2015; |
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GAAP effective tax expense rate of approximately 43.0%; versus a prior expectation of approximately 45.0% for 2015; and |
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Non-GAAP effective tax expense rate of approximately 43.0%; versus a prior expectation of approximately 45.0% for 2015. |
Supplementary Financial Information
For
additional financial detail, please visit the Investor Relations section of the Companys website at www.nuvasive.com to access Supplementary Financial Information.
2
Reconciliation of Full Year EPS Guidance
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2015 Guidance |
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2014 Actuals |
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Prior 1 |
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Current 2 |
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GAAP earnings (loss) per share |
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$ |
(0.36 |
) |
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$ |
1.18 |
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$ |
1.24 |
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Impact of change from basic to diluted share count |
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0.02 |
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Impact of treasury method on convertible notes 3 |
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0.03 |
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0.03 |
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Adjusted GAAP earnings (loss) per share, adjusted to diluted share count |
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$ |
(0.34 |
) |
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$ |
1.21 |
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$ |
1.27 |
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Amortization of intangible assets |
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0.16 |
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0.14 |
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0.14 |
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Leasehold related charges |
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0.13 |
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0.03 |
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0.04 |
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Litigation liability |
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0.36 |
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(0.49 |
) |
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(0.49 |
) |
Intangible asset impairment |
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0.13 |
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CEO transition related costs |
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0.04 |
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0.04 |
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One-time and acquisition related items 4 |
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0.05 |
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0.05 |
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0.06 |
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Non-cash interest expense on convertible notes |
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0.18 |
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0.19 |
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0.19 |
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Non-GAAP earnings per share |
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$ |
0.67 |
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$ |
1.17 |
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$ |
1.25 |
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GAAP Weighted shares outstanding - basic |
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46,715 |
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48,593 |
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48,593 |
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GAAP Weighted shares outstanding - diluted |
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46,715 |
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52,607 |
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52,607 |
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Non-GAAP Weighted shares outstanding - diluted 3 |
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49,676 |
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51,431 |
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51,431 |
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1 |
Effective tax expense rate of ~45% applied to GAAP earnings and ~40% applied to Non-GAAP adjustments |
2 |
Effective tax expense rate of ~43% applied to GAAP earnings and ~40% applied to Non-GAAP adjustments |
3 |
Excludes the impact of share dilution of the convertible bond for which the Company has a hedge in place but is considered anti-dilutive under US GAAP in weighted average shares outstanding
|
4 |
Acquisition related items include expenses associated with M&A related activity and as incurred |
3
Reconciliation of Non-GAAP Operating Margin %
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2015 Guidance |
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(in thousands, except %) |
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2014 Actuals |
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Prior |
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Current |
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Non-GAAP Gross Margin % [A] |
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76.1% |
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76.7% |
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76.3% |
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GAAP Gross Margin [D] |
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76.1% |
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76.7% |
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76.3% |
|
Non-GAAP Sales, Marketing & Administrative Expense [B] |
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59.9% |
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56.9% |
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56.6% |
|
Leasehold related charges |
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1.4% |
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0.4% |
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|
|
0.4% |
|
CEO transition related costs |
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0.4% |
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0.4% |
|
One-time and acquisition related items 1 |
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0.3% |
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0.5% |
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0.7% |
|
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|
|
|
|
|
|
|
|
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|
GAAP Sales, Marketing & Administrative Expense [E] |
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61.6% |
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58.2% |
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58.1% |
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Non-GAAP Research & Development Expense [C] |
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4.8% |
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4.8% |
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4.5% |
|
One-time and acquisition related items 1 |
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0.2% |
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|
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|
GAAP Research & Development Expense [F] |
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5.0% |
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4.8% |
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4.5% |
|
Litigation liability [G] |
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3.9% |
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(5.2)% |
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(5.2)% |
|
Intangible asset impairment [H] |
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1.4% |
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|
|
|
|
|
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Amortization of intangible assets [I] |
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1.8% |
|
|
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1.5% |
|
|
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1.5% |
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|
|
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|
|
|
|
|
|
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|
Non-GAAP Operating Margin % [A-B-C] |
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11.4% |
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15.0% |
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15.2% |
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|
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|
GAAP Operating Margin % [D-E-F-G-H-I] |
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2.4% |
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17.4% |
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17.4% |
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1 |
Acquisition related items include expenses associated with M&A related activity and as incurred |
4
Reconciliation of EBITDA %
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|
|
|
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|
2015 Guidance |
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(in thousands, except %) |
|
2014 Actuals |
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Prior |
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Current |
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Net Income / (Loss) |
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(2.2)% |
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7.7% |
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8.2% |
|
Interest (income) / expense, net |
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3.5% |
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3.6% |
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3.5% |
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Provision for income taxes |
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0.8% |
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6.1% |
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5.8% |
|
Depreciation and amortization 1 |
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8.1% |
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7.8% |
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8.0% |
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EBITDA |
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10.2% |
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25.2% |
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25.6% |
|
Non-cash stock based compensation |
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4.4% |
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3.9% |
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3.6% |
|
Leasehold related charges |
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1.4% |
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|
0.4% |
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0.4% |
|
Litigation liability |
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3.9% |
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(5.2)% |
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(5.2)% |
|
Intangible asset impairment |
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1.4% |
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|
|
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|
|
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CEO transition related costs 2 |
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0.4% |
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|
0.4% |
|
One-time and acquisition related items 3 |
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0.5% |
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0.5% |
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0.7% |
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|
|
|
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|
Adjusted EBITDA |
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21.9% |
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25.2% |
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|
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25.4% |
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1 |
Included in leasehold related charges are accelerated depreciation as a result of early leasehold terminations, which thereby were excluded from the depreciation line |
2 |
Included in CEO related transition costs are $1.2m of stock based compensation charges, which thereby were excluded from the non-cash stock based compensation line |
3 |
Acquisition related items include expenses associated with M&A related activity and as incurred |
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 margin, which exclude amortization of intangible assets, leasehold related charges, one-time restructuring and acquisition related items, CEO transition related costs, certain litigation charges and non-cash interest expense on convertible notes. Management also uses certain non-GAAP measures which
are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of an exchange rate that eliminates fluctuations when calculating financial performance numbers.
The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of
capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, leasehold related charges, CEO transition related
costs, certain litigation liabilities, acquisition related items 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 Companys 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.
5
Reconciliation of Third Quarter 2015 Results
GAAP Earnings per Share to Non-GAAP Earnings per Share
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(in thousands, except per share data) |
|
Pre-Tax Adjustments |
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Net of Tax |
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Earnings Per Share |
|
GAAP net income |
|
|
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|
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|
12,960 |
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$ |
0.26 |
|
GAAP impact of change from basic to diluted share count |
|
|
|
|
|
|
|
|
|
|
(0.02 |
) |
|
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|
|
|
|
|
|
|
|
|
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|
GAAP net income, adjusted to diluted share count |
|
|
|
|
|
|
|
|
|
|
0.24 |
|
Impact of treasury method on convertible notes 1 |
|
|
|
|
|
|
|
|
|
|
0.01 |
|
Amortization of intangible assets |
|
|
3,067 |
|
|
|
1,840 |
|
|
|
0.04 |
|
Leasehold related charges |
|
|
(5 |
) |
|
|
(3 |
) |
|
|
(0.00 |
) |
Litigation liability |
|
|
(500 |
) |
|
|
(300 |
) |
|
|
(0.01 |
) |
CEO transition related costs |
|
|
93 |
|
|
|
56 |
|
|
|
0.00 |
|
One-time and acquisition related items 2 |
|
|
1,862 |
|
|
|
1,117 |
|
|
|
0.02 |
|
Non-cash interest expense on convertible notes |
|
|
3,984 |
|
|
|
2,390 |
|
|
|
0.05 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP earnings |
|
|
|
|
|
$ |
18,061 |
|
|
|
0.35 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP weighted shares outstanding - basic |
|
|
|
|
|
|
|
|
|
|
48,993 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
GAAP weighted shares outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
53,199 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP weighted shares outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
51,434 |
|
|
|
|
|
|
|
|
|
|
|
|
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|
1 |
Excludes the impact of share dilution of the convertible bond for which the Company has a hedge in place but is considered anti-dilutive under U.S. GAAP in weighted average shares outstanding (916k shares)
|
2 |
Acquisition related items include expenses associated with M&A related activity and as incurred non-recurring items |
6
Reconciliation of Year To Date 2015 Results
GAAP Earnings per Share to Non-GAAP Earnings per Share
|
|
|
|
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|
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|
|
|
(in thousands, except per share data) |
|
Pre-Tax Adjustments |
|
|
Net of Tax |
|
|
Earnings Per Share |
|
GAAP net income |
|
|
|
|
|
|
54,788 |
|
|
$ |
1.13 |
|
GAAP impact of change from basic to diluted share count |
|
|
|
|
|
|
|
|
|
|
(0.08 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP net income, adjusted to diluted share count |
|
|
|
|
|
|
|
|
|
|
1.05 |
|
Impact of treasury method on convertible notes 1 |
|
|
|
|
|
|
|
|
|
|
0.02 |
|
Amortization of intangible assets |
|
|
9,037 |
|
|
|
5,422 |
|
|
|
0.11 |
|
Leasehold related charges |
|
|
3,035 |
|
|
|
1,821 |
|
|
|
0.04 |
|
Litigation liability |
|
|
(42,507 |
) |
|
|
(25,504 |
) |
|
|
(0.50 |
) |
CEO transition related costs |
|
|
3,563 |
|
|
|
2,138 |
|
|
|
0.04 |
|
One-time and acquisition related items 2 |
|
|
5,247 |
|
|
|
3,148 |
|
|
|
0.06 |
|
Non-cash interest expense on convertible notes |
|
|
11,738 |
|
|
|
7,043 |
|
|
|
0.14 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP earnings |
|
|
|
|
|
$ |
48,856 |
|
|
$ |
0.96 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP weighted shares outstanding - basic |
|
|
|
|
|
|
|
|
|
|
48,513 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
GAAP weighted shares outstanding - diluted |
|
|
|
|
|
|
|
|
|
|
52,202 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-GAAP weighted shares outstanding - diluted 1 |
|
|
|
|
|
|
|
|
|
|
51,003 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 |
Excludes the impact of share dilution of the convertible bond for which the Company has a hedge in place but is considered anti-dilutive under U.S. GAAP in weighted average shares outstanding (916k shares)
|
2 |
Acquisition related items include expenses associated with M&A related activity and as incurred non-recurring items |
Reconciliation of Third Quarter and Nine Months 2015 Results
GAAP net income to Adjusted EBITDA
|
|
|
|
|
|
|
|
|
(in thousands, except per share data) |
|
Three months ended September 30, 2015 |
|
|
Nine months ended September 30, 2015 |
|
GAAP net income |
|
$ |
12,960 |
|
|
$ |
54,788 |
|
Interest (income) / expense, net |
|
|
6,946 |
|
|
|
20,550 |
|
Provision for income taxes |
|
|
8,803 |
|
|
|
35,332 |
|
Depreciation and amortization |
|
|
16,375 |
|
|
|
49,005 |
|
|
|
|
|
|
|
|
|
|
EBITDA |
|
$ |
45,084 |
|
|
$ |
159,675 |
|
|
|
|
|
|
|
|
|
|
Non-cash stock based compensation 1 |
|
|
7,076 |
|
|
|
19,337 |
|
Leasehold related charges |
|
|
(5 |
) |
|
|
3,035 |
|
Litigation liability |
|
|
(500 |
) |
|
|
(42,507 |
) |
CEO related transition costs |
|
|
93 |
|
|
|
3,563 |
|
One-time and acquisition related items |
|
|
1,862 |
|
|
|
5,247 |
|
|
|
|
|
|
|
|
|
|
Adjusted EBITDA |
|
$ |
53,610 |
|
|
$ |
148,350 |
|
|
|
|
|
|
|
|
|
|
As a percentage of revenue |
|
|
26.7 |
% |
|
|
24.9 |
% |
1 |
Included in CEO related transition costs are $1.2m of stock based compensation charges, which thereby were excluded from the non-cash stock based compensation line in the nine months ended |
7
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 third quarter 2015 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 Companys website at
www.nuvasive.com.
After the live webcast, the call will remain available on NuVasives website through November 27, 2015. In addition, a
telephone replay of the call will be available until November 3, 2015. The replay dial-in numbers are 1-877-870-5176 for domestic callers and 1-858-384-5517 for international callers. Please use pin number:
13621771.
About NuVasive
NuVasive is an
innovative global medical device company that is changing spine surgery with minimally disruptive surgical products and procedurally-integrated solutions for the spine. NuVasive has emerged from a small startup to become the #3 player in the
$9 billion global spine market and remains focused on market share-taking strategies as the Company continues on its path to become the industrys leading spine company. NuVasive offers a comprehensive spine portfolio of more than 90
unique products developed to improve spine surgery and patient outcomes. The Companys principal procedural solution is its Maximum Access Surgery, or MAS®, platform for lateral spine
fusion. MAS was designed to provide safer, reproducible, and clinically proven outcomes, and is a highly differentiated solution with fully integrated neuromonitoring, customizable exposure, and a broad offering of application-specific implants and
fixation devices designed to address a variety of pathologies.
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
NuVasives results to differ materially from historical results or those expressed or implied by such forward-looking statements. In addition, this news release contains selected financial results from the third quarter 2015, as well as
financial projections for 2015. The numbers for third quarter 2015 are prior to the completion of review and audit procedures by the Companys external auditors and are subject to adjustment. In addition, the Companys projections for 2015
represent its 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 that could cause actual growth and results to differ materially include, but are not limited to: the risk that NuVasives revenue or earnings projections may turn out to be inaccurate because
of the preliminary nature of the forecasts; the risk of further adjustment to financial results or future financial expectations; unanticipated difficulty in selling products, generating revenue or producing expected profitability; and those other
risks and uncertainties more fully described in the Companys news releases and periodic filings with the Securities and Exchange Commission. NuVasives 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.
8
NuVasive, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
(unaudited) |
|
2015 |
|
|
2014 |
|
|
2015 |
|
|
2014 |
|
Revenue |
|
$ |
200,538 |
|
|
$ |
189,918 |
|
|
$ |
595,831 |
|
|
$ |
558,090 |
|
Cost of goods sold (excluding below amortization of intangible assets) |
|
|
49,167 |
|
|
|
47,719 |
|
|
|
143,246 |
|
|
|
135,849 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit |
|
|
151,371 |
|
|
|
142,199 |
|
|
|
452,585 |
|
|
|
422,241 |
|
Operating expenses: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales, marketing and administrative |
|
|
111,384 |
|
|
|
113,746 |
|
|
|
342,797 |
|
|
|
348,820 |
|
Research and development |
|
|
9,199 |
|
|
|
9,068 |
|
|
|
27,245 |
|
|
|
28,590 |
|
Amortization of intangible assets |
|
|
3,067 |
|
|
|
3,071 |
|
|
|
9,037 |
|
|
|
10,541 |
|
Impairment of intangible assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,708 |
|
Litigation liability (gain) loss |
|
|
(500 |
) |
|
|
|
|
|
|
(42,507 |
) |
|
|
30,000 |
|
Business transition costs |
|
|
110 |
|
|
|
|
|
|
|
6,474 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total operating expenses |
|
|
123,260 |
|
|
|
125,885 |
|
|
|
343,046 |
|
|
|
428,659 |
|
Interest and other expense, net: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest income |
|
|
362 |
|
|
|
241 |
|
|
|
1,125 |
|
|
|
691 |
|
Interest expense |
|
|
(7,307 |
) |
|
|
(6,965 |
) |
|
|
(21,675 |
) |
|
|
(20,809 |
) |
Other income (expense), net |
|
|
387 |
|
|
|
(2,489 |
) |
|
|
530 |
|
|
|
(2,318 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and other expense, net |
|
|
(6,558 |
) |
|
|
(9,213 |
) |
|
|
(20,020 |
) |
|
|
(22,436 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
21,553 |
|
|
|
7,101 |
|
|
|
89,519 |
|
|
|
(28,854 |
) |
Income tax (expense) benefit |
|
|
(8,803 |
) |
|
|
(9,088 |
) |
|
|
(35,332 |
) |
|
|
4,065 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consolidated net income (loss) |
|
$ |
12,750 |
|
|
$ |
(1,987 |
) |
|
$ |
54,187 |
|
|
$ |
(24,789 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Add back net loss attributable to non-controlling interests |
|
$ |
(210 |
) |
|
$ |
(157 |
) |
|
$ |
(601 |
) |
|
$ |
(595 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) attributable to NuVasive, Inc. |
|
$ |
12,960 |
|
|
$ |
(1,830 |
) |
|
$ |
54,788 |
|
|
$ |
(24,194 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share attributable to NuVasive, Inc.: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.26 |
|
|
$ |
(0.04 |
) |
|
$ |
1.13 |
|
|
$ |
(0.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
$ |
0.24 |
|
|
$ |
(0.04 |
) |
|
$ |
1.05 |
|
|
$ |
(0.52 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
48,993 |
|
|
|
46,990 |
|
|
|
48,513 |
|
|
|
46,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
53,199 |
|
|
|
46,990 |
|
|
|
52,202 |
|
|
|
46,546 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9
NuVasive, Inc.
Consolidated Balance Sheets
(in thousands, except par values and share amounts)
|
|
|
|
|
|
|
|
|
|
|
September 30, 2015 |
|
|
December 31, 2014 |
|
|
|
(Unaudited) |
|
|
|
|
ASSETS |
|
|
|
|
|
|
|
|
Current assets: |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
141,328 |
|
|
$ |
142,387 |
|
Short-term marketable securities |
|
|
196,037 |
|
|
|
220,329 |
|
Accounts receivable, net of allowances of $5,849 and $5,844, respectively |
|
|
115,579 |
|
|
|
118,959 |
|
Inventory, net |
|
|
164,867 |
|
|
|
154,638 |
|
Deferred and prepaid taxes |
|
|
73,420 |
|
|
|
59,233 |
|
Prepaid expenses and other current assets |
|
|
7,279 |
|
|
|
10,325 |
|
|
|
|
|
|
|
|
|
|
Total current assets |
|
|
698,510 |
|
|
|
705,871 |
|
Property and equipment, net |
|
|
140,474 |
|
|
|
128,565 |
|
Long-term marketable securities |
|
|
113,793 |
|
|
|
43,042 |
|
Intangible assets, net |
|
|
86,190 |
|
|
|
96,555 |
|
Goodwill |
|
|
154,324 |
|
|
|
154,443 |
|
Deferred tax assets, non-current |
|
|
49,614 |
|
|
|
65,330 |
|
Restricted cash and investments |
|
|
5,615 |
|
|
|
123,233 |
|
Other assets |
|
|
23,444 |
|
|
|
26,420 |
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
1,271,964 |
|
|
$ |
1,343,459 |
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY |
|
|
|
|
|
|
|
|
Current liabilities: |
|
|
|
|
|
|
|
|
Accounts payable and accrued liabilities |
|
$ |
63,545 |
|
|
$ |
133,324 |
|
Accrued payroll and related expenses |
|
|
32,767 |
|
|
|
38,032 |
|
Litigation liabilities |
|
|
937 |
|
|
|
30,000 |
|
Deferred and income tax liabilities |
|
|
2,066 |
|
|
|
13,543 |
|
|
|
|
|
|
|
|
|
|
Total current liabilities |
|
|
99,315 |
|
|
|
214,899 |
|
Senior Convertible Notes |
|
|
372,485 |
|
|
|
360,746 |
|
Deferred and income tax liabilities, non-current |
|
|
8,177 |
|
|
|
12,526 |
|
Non-current litigation liabilities |
|
|
87,553 |
|
|
|
93,700 |
|
Other long-term liabilities |
|
|
12,742 |
|
|
|
13,230 |
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none outstanding |
|
|
|
|
|
|
|
|
Common stock, $0.001 par value; 120,000,000 shares authorized at September 30, 2015 and December 31, 2014, 52,099,475 and
47,691,744 issued and outstanding at September 30, 2015 and December 31, 2014, respectively |
|
|
52 |
|
|
|
48 |
|
Additional paid-in capital |
|
|
973,481 |
|
|
|
847,145 |
|
Accumulated other comprehensive loss |
|
|
(11,323 |
) |
|
|
(9,670 |
) |
Accumulated deficit |
|
|
(132,150 |
) |
|
|
(186,938 |
) |
Treasury stock at cost; 3,015,033 shares and 233,369 shares at September 30, 2015 and December 31, 2014,
respectively |
|
|
(146,077 |
) |
|
|
(10,537 |
) |
|
|
|
|
|
|
|
|
|
Total NuVasive, Inc. stockholders equity |
|
|
683,983 |
|
|
|
640,048 |
|
Non-controlling interests |
|
|
7,709 |
|
|
|
8,310 |
|
|
|
|
|
|
|
|
|
|
Total equity |
|
$ |
691,692 |
|
|
$ |
648,358 |
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity |
|
$ |
1,271,964 |
|
|
$ |
1,343,459 |
|
|
|
|
|
|
|
|
|
|
10
NuVasive, Inc.
Consolidated Statements of Cash Flows
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
Nine Months Ended September 30, |
|
(Unaudited) |
|
2015 |
|
|
2014 |
|
Operating activities: |
|
|
|
|
|
|
|
|
Consolidated net income (loss) |
|
$ |
54,187 |
|
|
$ |
(24,789 |
) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
49,006 |
|
|
|
46,521 |
|
Amortization of non-cash interest |
|
|
13,255 |
|
|
|
12,244 |
|
Stock-based compensation |
|
|
20,570 |
|
|
|
24,779 |
|
Impairment of intangible assets |
|
|
|
|
|
|
10,708 |
|
Deferred income taxes |
|
|
37,047 |
|
|
|
|
|
Reserves on current assets |
|
|
7,232 |
|
|
|
4,062 |
|
Other non-cash adjustments |
|
|
13,127 |
|
|
|
11,317 |
|
Changes in operating assets and liabilities, net of effects from acquisitions: |
|
|
|
|
|
|
|
|
Accounts receivable |
|
|
2,163 |
|
|
|
(5,519 |
) |
Inventory |
|
|
(19,768 |
) |
|
|
(27,190 |
) |
Prepaid expenses and other current assets |
|
|
2,512 |
|
|
|
(1,837 |
) |
Accounts payable and accrued liabilities |
|
|
8,828 |
|
|
|
11,485 |
|
Income taxes |
|
|
(52,739 |
) |
|
|
(7,898 |
) |
Accrued royalties |
|
|
(46,999 |
) |
|
|
12,450 |
|
Litigation liability |
|
|
(35,333 |
) |
|
|
30,000 |
|
Accrued payroll and related expenses |
|
|
(5,080 |
) |
|
|
151 |
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
48,008 |
|
|
|
96,484 |
|
Investing activities: |
|
|
|
|
|
|
|
|
Acquisitions and other investments |
|
|
(1,357 |
) |
|
|
(59 |
) |
Purchases of intangible assets |
|
|
(28,589 |
) |
|
|
|
|
Purchases of property and equipment |
|
|
(59,905 |
) |
|
|
(45,692 |
) |
Proceeds from sales of property and equipment |
|
|
40 |
|
|
|
|
|
Purchases of marketable securities |
|
|
(320,177 |
) |
|
|
(177,850 |
) |
Proceeds from sales of marketable securities |
|
|
272,666 |
|
|
|
142,051 |
|
Purchases of restricted investments |
|
|
(62,625 |
) |
|
|
|
|
Proceeds from sales of restricted investments |
|
|
180,694 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities |
|
|
(19,253 |
) |
|
|
(81,550 |
) |
Financing activities: |
|
|
|
|
|
|
|
|
Incremental tax benefits related to stock-based compensation awards |
|
|
15,185 |
|
|
|
|
|
Proceeds from the issuance of common stock |
|
|
9,040 |
|
|
|
15,341 |
|
Payment of contingent consideration |
|
|
(514 |
) |
|
|
(498 |
) |
Purchase of treasury stock |
|
|
(52,532 |
) |
|
|
(664 |
) |
Other financing activities |
|
|
(131 |
) |
|
|
(668 |
) |
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(28,952 |
) |
|
|
13,511 |
|
Effect of exchange rate changes on cash |
|
|
(862 |
) |
|
|
(613 |
) |
|
|
|
|
|
|
|
|
|
(Decrease) increase in cash and cash equivalents |
|
|
(1,059 |
) |
|
|
27,832 |
|
Cash and cash equivalents at beginning of period |
|
|
142,387 |
|
|
|
102,825 |
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
141,328 |
|
|
$ |
130,657 |
|
|
|
|
|
|
|
|
|
|
# # #
11
Nuvasive (NASDAQ:NUVA)
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