Press Release
–Continued above-market worldwide net sales growth of 5.8% as reported and 7.7% on a constant currency basis–
–
First Quarter 2023 Highlights
- Net sales were
$307.7 million , a 5.8% increase as reported and a 7.7% increase on a constant currency basis, compared to the prior year period; - GAAP operating margin of 2.3%; Non-GAAP operating margin of 11.3%; and
- GAAP diluted loss per share of (
$0.02 ); Non-GAAP diluted earnings per share of$0.47 .
"I am proud of our results and continued above-market growth," said
First Quarter 2023 Results
For the first quarter of 2023, GAAP gross profit was
The Company reported GAAP net loss of
Cash and cash equivalents were
Full-year 2023 Net Sales Guidance
The Company continues to expect 2023 net sales growth of 6%ꟷ8% on an as reported and constant currency basis, compared to full year 2022, based on foreign currency rates as of
Conference Call and Webcast
NuVasive will hold a conference call on Wednesday, May 10, 2023, at 1:30 p.m. PT / 4:30 p.m. ET to discuss the results of its financial performance for the first quarter of 2023. The dial-in numbers are 1-877-300-8521 for domestic callers and 1-412-317-6026 for international callers. A live webcast of the conference call and supplemental financial information of our first quarter 2023 results will be available on the Investor Relations section of our website at www.nuvasive.com. An audio replay of the call will be available until
About
Reconciliation of GAAP to Non-GAAP Information
Management uses certain non-GAAP financial measures such as non-GAAP gross profit, non-GAAP gross margin, non-GAAP operating expenses, non-GAAP operating margin, non-GAAP net income (loss), and non-GAAP diluted earnings (loss) per share. These non-GAAP financial measures exclude amortization of intangible assets, business transition costs, purchased in-process research and development, one-time restructuring charges, non-cash purchase accounting adjustments, inventory charges associated with product withdrawals, certain foreign currency impacts and related items in connection with acquisitions, investments and divestitures, costs related to the proposed merger with Globus Medical, certain litigation expenses and settlements, certain European medical device regulation costs, gains and losses from strategic investments, gains and losses from changes in fair value of derivatives, non-cash interest expense (excluding debt issuance cost) and other significant one-time items. 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 charges, non-cash purchase accounting adjustments, inventory charges associated with product withdrawals, certain foreign currency impacts and related items in connection with acquisitions, investments and divestitures, costs related to the proposed merger with Globus Medical, certain litigation expenses and settlements, certain European medical device regulation costs, gains and losses on strategic investments, gains and losses from changes in fair value of derivatives 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 in the financial tables accompanying this press release are reconciliations of the non-GAAP financial measures to the most directly comparable GAAP financial measure.
Cautionary Notes on Forward-Looking Statements
This communication contains "forward-looking statements" within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as "expect," "anticipate," "intend," "plan," "believe," "seek," "see," "will," "would," "may," "target," and similar expressions and variations or negatives of these words. Forward-looking statements by their nature address matters that are, to different degrees, uncertain, such as statements about
These risks, as well as other risks associated with the proposed transaction, are more fully discussed in the joint proxy statement/prospectus included in the registration statement on Form S-4 initially filed by Globus Medical with the
Important Information About the Transaction and Where To Find It
This communication references the proposed business combination of NuVasive and Globus Medical. In connection with the proposed transaction, Globus Medical filed a registration statement on Form S-4 with the
No Offer
This communication is for informational purposes only and is not intended to and does not constitute an offer to subscribe for, buy or sell, or the solicitation of an offer to subscribe for, buy or sell, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in which such offer, sale or solicitation would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offer of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, and otherwise in accordance with applicable law.
|
||||
Three Months Ended |
||||
(unaudited) |
2023 |
2022 |
||
Net sales: |
||||
Products |
$ 279,370 |
$ 265,973 |
||
Services |
28,341 |
24,789 |
||
Total net sales |
307,711 |
290,762 |
||
Cost of sales (excluding below amortization of intangible assets): |
||||
Products |
64,877 |
57,183 |
||
Services |
21,493 |
21,914 |
||
Total cost of sales |
86,370 |
79,097 |
||
Gross profit |
221,341 |
211,665 |
||
Operating expenses: |
||||
Selling, general and administrative |
176,192 |
160,281 |
||
Research and development |
24,573 |
23,358 |
||
Amortization of intangible assets |
8,796 |
13,032 |
||
Business transition costs |
4,614 |
3,060 |
||
Total operating expenses |
214,175 |
199,731 |
||
Interest and other (expense) income, net: |
||||
Interest income |
1,828 |
43 |
||
Interest expense |
(4,378) |
(4,379) |
||
Other (expense) income, net |
(4,436) |
16,244 |
||
Total interest and other (expense) income, net |
(6,986) |
11,908 |
||
Income before income taxes |
180 |
23,842 |
||
Income tax expense |
(1,193) |
(4,641) |
||
Consolidated net (loss) income |
$ (1,013) |
$ 19,201 |
||
Net (loss) income per share: |
||||
Basic |
$ (0.02) |
$ 0.37 |
||
Diluted |
$ (0.02) |
$ 0.35 |
||
Weighted average shares outstanding: |
||||
Basic |
52,242 |
51,829 |
||
Diluted |
52,242 |
62,579 |
|
||||
|
|
|||
ASSETS |
(unaudited) |
|||
Current assets: |
||||
Cash and cash equivalents |
$ 181,199 |
$ 248,663 |
||
Accounts receivable, net of allowances of |
250,023 |
249,373 |
||
Inventory, net |
345,945 |
338,601 |
||
Prepaid income taxes |
8,782 |
7,118 |
||
Prepaid expenses and other current assets |
20,409 |
21,457 |
||
Total current assets |
806,358 |
865,212 |
||
Property and equipment, net |
355,473 |
346,510 |
||
Intangible assets, net |
174,341 |
184,289 |
||
|
638,686 |
639,663 |
||
Operating lease right-of-use assets |
93,273 |
95,112 |
||
Deferred tax assets |
74,575 |
68,273 |
||
Restricted cash and investments |
1,494 |
1,494 |
||
Other assets |
22,954 |
23,952 |
||
Total assets |
$ 2,167,154 |
$ 2,224,505 |
||
LIABILITIES AND EQUITY |
||||
Current liabilities: |
||||
Accounts payable and accrued liabilities |
$ 122,277 |
$ 120,333 |
||
Contingent consideration liabilities |
27,218 |
66,975 |
||
Accrued payroll and related expenses |
50,102 |
58,448 |
||
Operating lease liabilities |
10,193 |
10,019 |
||
Income tax liabilities |
15,786 |
12,217 |
||
Senior convertible notes |
449,220 |
448,056 |
||
Total current liabilities |
674,796 |
716,048 |
||
Long-term senior convertible notes |
444,871 |
444,202 |
||
Deferred and other tax liabilities |
14,219 |
13,088 |
||
Operating lease liabilities |
101,606 |
103,806 |
||
Contingent consideration liabilities |
41,461 |
63,640 |
||
Other long-term liabilities |
16,521 |
14,831 |
||
Commitments and contingencies |
||||
Stockholders' equity: |
||||
Preferred stock, |
— |
— |
||
Common stock, |
63 |
63 |
||
Additional paid-in capital |
1,476,318 |
1,469,411 |
||
Accumulated other comprehensive loss |
(1,392) |
(3,249) |
||
Retained earnings |
85,102 |
86,115 |
||
|
(686,411) |
(683,450) |
||
Total equity |
873,680 |
868,890 |
||
Total liabilities and equity |
$ 2,167,154 |
$ 2,224,505 |
|
||||
Three Months Ended |
||||
(unaudited) |
2023 |
2022 |
||
Operating activities: |
||||
Consolidated net (loss) income |
$ (1,013) |
$ 19,201 |
||
Adjustments to reconcile net (loss) income to net cash provided by operating activities: |
||||
Depreciation and amortization |
33,467 |
36,801 |
||
Deferred income taxes |
(5,209) |
(3,891) |
||
Amortization of non-cash interest |
1,986 |
1,963 |
||
Stock-based compensation |
6,907 |
6,807 |
||
Changes in fair value of contingent consideration |
(4,799) |
39 |
||
Net gain on strategic investments |
(310) |
— |
||
Net loss (gain) from foreign currency adjustments |
4,787 |
(15,988) |
||
Reserves on current assets |
1,959 |
(1,864) |
||
Other non-cash adjustments |
968 |
1,326 |
||
Changes in operating assets and liabilities, net of effects from acquisitions: |
||||
Accounts receivable |
(729) |
(17,216) |
||
Inventory |
(7,657) |
(3,215) |
||
Prepaid expenses and other current assets |
1,192 |
805 |
||
Payment of contingent consideration |
(25,462) |
(1,198) |
||
Accounts payable and accrued liabilities |
2,438 |
(6,758) |
||
Accrued payroll and related expenses |
(8,420) |
(10,491) |
||
Income taxes |
1,865 |
218 |
||
Net cash provided by operating activities |
1,970 |
6,539 |
||
Investing activities: |
||||
Purchases of property and equipment |
(35,148) |
(33,223) |
||
Other investing activities |
— |
(947) |
||
Net cash used in investing activities |
(35,148) |
(34,170) |
||
Financing activities: |
||||
Payment of contingent consideration |
(31,671) |
(6,839) |
||
Purchases of treasury stock |
(2,961) |
(5,345) |
||
Other financing activities |
(270) |
(521) |
||
Net cash used in financing activities |
(34,902) |
(12,705) |
||
Effect of exchange rate changes on cash |
616 |
(443) |
||
Decrease in cash, cash equivalents and restricted cash |
(67,464) |
(40,779) |
||
Cash, cash equivalents and restricted cash at beginning of period |
250,157 |
247,585 |
||
Cash, cash equivalents and restricted cash at end of period |
$ 182,693 |
$ 206,806 |
For the Three Months Ended |
||||||
Gross Profit |
Operating |
Net (Loss) |
Diluted EPS |
Diluted |
Net (Loss) to |
|
Reported GAAP |
$ 221,341 |
$ 7,166 |
$ (1,013) |
$ (0.02) |
52,242 |
$ (1,013) |
% of net sales |
71.9 % |
2.3 % |
||||
Amortization of intangible assets |
8,796 |
8,796 |
||||
Litigation related expenses and settlements1 |
10,402 |
10,402 |
10,402 |
|||
Business transition costs2 |
4,614 |
4,614 |
4,614 |
|||
European medical device regulation3 |
3,754 |
3,754 |
3,754 |
|||
Net gain on strategic investments |
(310) |
(310) |
||||
Non-cash acquisition-related foreign currency impacts4 |
5,183 |
5,183 |
||||
Tax effect of adjustments5 |
(6,669) |
|||||
Interest expense/(income), net |
2,550 |
|||||
Income tax expense |
1,193 |
|||||
Depreciation and amortization |
33,467 |
|||||
Non-cash stock-based compensation |
6,907 |
|||||
Adjusted Non-GAAP |
$ 221,341 |
$ 34,732 |
$ 24,757 |
$ 0.47 |
52,778 |
$ 66,747 |
% of net sales |
71.9 % |
11.3 % |
21.7 % |
1 |
Represents expenses and settlements associated with certain ongoing litigation matters. |
||||||
2 |
Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, costs related to the proposed merger with Globus Medical, third-party acquisition 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 non-cash adjustments to acquisition-related intercompany balances and contingent consideration liabilities held in a foreign currency. |
||||||
5 |
Represents the impact from tax affecting the adjustments above at their statutory tax rate. |
||||||
6 |
Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes for which the Company is economically hedged through its anti-dilutive bond hedge arrangements. |
For the Three Months Ended |
||||||
Gross |
Operating |
Net |
Diluted |
Diluted |
Net Income to |
|
Reported GAAP |
$ 211,665 |
$ 11,934 |
$ 19,201 |
$ 0.35 |
62,579 |
$ 19,201 |
% of net sales |
72.8 % |
4.1 % |
||||
Non-cash purchase accounting adjustments on acquisitions1 |
557 |
557 |
557 |
557 |
||
Amortization of intangible assets |
13,032 |
13,032 |
||||
Litigation related expenses and settlements2 |
3,201 |
3,201 |
3,201 |
|||
Business transition costs3 |
3,060 |
3,060 |
3,060 |
|||
European medical device regulation4 |
2,191 |
2,191 |
2,191 |
|||
Non-cash acquisition-related foreign currency impacts5 |
(9,318) |
(9,318) |
||||
Tax effect of adjustments6 |
(3,768) |
|||||
Interest expense/(income), net |
4,336 |
|||||
Income tax expense |
4,641 |
|||||
Depreciation and amortization |
36,801 |
|||||
Non-cash stock-based compensation |
6,807 |
|||||
Adjusted Non-GAAP |
$ 212,222 |
$ 33,975 |
$ 28,156 |
$ 0.54 |
52,410 |
$ 71,477 |
% of net sales |
73.0 % |
11.7 % |
24.6 % |
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 expenses associated with certain ongoing litigation 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 costs specific to updating our quality system, product labeling, asset write-offs and product remanufacturing to comply with European medical device regulation. |
||||||
5 |
Represents non-cash adjustments to acquisition-related intercompany balances and contingent consideration liabilities held in a foreign currency. |
||||||
6 |
Represents the impact from tax affecting the adjustments above at their statutory tax rate. |
||||||
7 |
Reported GAAP diluted EPS is calculated using Net Income plus interest and debt issuance costs on senior convertible notes whose effect is dilutive, net of tax divided by diluted WASO. |
||||||
8 |
Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes for which the Company is economically hedged through its anti-dilutive bond hedge arrangements. |
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SOURCE
Investor contact: Juliet C. Cunningham, NuVasive, Inc., 858-210-2129, investorrelations@nuvasive.com; Media contact: Melanie Ordoñez, NuVasive, Inc., 858-722-3899, media@nuvasive.com