GLOBUS MEDICAL INC 10-Q

Item 1. Financial Statements GLOBUS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED BALANCE SHEETS (Unaudited) June 30, December 31, (In thousands, except share and per share values) 2022 2021 ASSETS Current assets: Cash and cash equivalents $ 150,772 $ 193,069 Short-term marketable securities 257,238 250,378 Accounts receivable, net of allowances of $ 4,182 and $ 4,962 , respectively 192,814 164,436 Inventories 266,043 237,001 Prepaid expenses and other current assets 18,579 18,417 Income taxes receivable 5,722 1,215 Total current assets 891,168 864,516 Property and equipment, net of accumulated depreciation of $ 321,999 and $ 305,575 , respectively 238,882 221,076 Long-term marketable securities 473,663 562,475 Intangible assets, net 59,131 68,660 Goodwill 182,702 179,708 Other assets 34,007 36,334 Deferred income taxes 35,159 24,494 Total assets $ 1,914,712 $ 1,957,263 LIABILITIES AND EQUITY Current liabilities: Accounts payable $ 34,195 $ 21,955 Accrued expenses 82,543 91,168 Income taxes payable 3,471 1,046 Business acquisition liabilities 12,623 11,770 Deferred revenue 13,185 12,025 Payable to broker — 2,200 Total current liabilities 146,017 140,164 Business acquisition liabilities, net of current portion 55,691 58,755 Deferred income taxes 2,511 4,314 Other liabilities 11,400 12,642 Total liabilities 215,619 215,875 Commitments and contingencies (Note 15) Equity: Class A common stock; $ 0.001 par value. Authorized 500,000,000 shares; issued and outstanding 77,037,205 and 79,113,916 shares at June 30, 2022 and December 31, 2021, respectively 77 79 Class B common stock; $ 0.001 par value. Authorized 275,000,000 shares; issued and outstanding 22,430,097 and 22,430,097 shares at June 30, 2022 and December 31, 2021, respectively 22 22 Additional paid-in capital 581,907 553,787 Accumulated other comprehensive income/(loss) ( 25,368 ) ( 6,772 ) Retained earnings 1,142,455 1,194,272 Total equity 1,699,093 1,741,388 Total liabilities and equity $ 1,914,712 $ 1,957,263 See accompanying notes to unaudited condensed consolidated financial statements. ‎ 3 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (Unaudited) Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2022 2021 2022 2021 Net sales $ 263,648 $ 251,016 $ 494,197 $ 478,360 Cost of goods sold 68,470 63,846 127,637 118,873 Gross profit 195,178 187,170 366,560 359,487 Operating expenses: Research and development 17,395 15,547 34,807 30,471 Selling, general and administrative 106,718 107,254 207,466 205,145 Provision for litigation — — 2,341 ( 94 ) Amortization of intangibles 4,393 4,623 8,905 9,397 Acquisition related costs ( 1,104 ) 13,870 ( 1,180 ) 14,144 Total operating expenses 127,402 141,294 252,339 259,063 Operating income/(loss) 67,776 45,876 114,221 100,424 Other income/(expense), net Interest income/(expense), net 2,476 2,541 5,019 5,253 Foreign currency transaction gain/(loss) ( 1,107 ) 209 ( 1,498 ) ( 71 ) Other income/(expense) 1,395 307 1,696 521 Total other income/(expense), net 2,764 3,057 5,217 5,703 Income/(loss) before income taxes 70,540 48,933 119,438 106,127 Income tax provision 15,950 7,388 26,764 19,253 Net income/(loss) $ 54,590 $ 41,545 $ 92,674 $ 86,874 Other comprehensive income/(loss), net of tax: Unrealized gain/(loss) on marketable securities ( 5,031 ) ( 774 ) ( 13,859 ) ( 2,440 ) Foreign currency translation gain/(loss) ( 3,170 ) 1,026 ( 4,737 ) ( 3,087 ) Total other comprehensive income/(loss), net of tax ( 8,201 ) 252 ( 18,596 ) ( 5,527 ) Comprehensive income/(loss) $ 46,389 $ 41,797 $ 74,078 $ 81,347 Earnings per share: Basic $ 0.54 $ 0.41 $ 0.92 $ 0.87 Diluted $ 0.53 $ 0.40 $ 0.90 $ 0.84 Weighted average shares outstanding: Basic 100,671 100,449 101,136 100,159 Diluted 102,884 103,475 103,480 102,931 See accompanying notes to unaudited condensed consolidated financial statements. ‎ 4 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF EQUITY (Unaudited) Class A ‎ Common Stock Class B ‎ Common Stock Additional paid-in Accumulated other comprehensive Retained (In thousands) Shares $ Shares $ capital income/(loss) earnings Total Balance at December 31, 2021 79,114 $ 79 22,430 $ 22 $ 553,787 $ ( 6,772 ) $ 1,194,272 $ 1,741,388 Stock-based compensation — — — — 8,353 — — 8,353 Grant of restricted stock units — — — — 196 — — 196 Exercise of stock options 184 — — — 7,746 — — 7,746 Comprehensive income/(loss) — — — — — ( 10,395 ) 38,084 27,689 Balance at March 31, 2022 79,298 $ 79 22,430 $ 22 $ 570,082 $ ( 17,167 ) $ 1,232,356 $ 1,785,372 Stock-based compensation — — — — 8,020 — — 8,020 Grant of restricted stock units — — — — 220 — — 220 Exercise of stock options 90 — — — 3,585 — — 3,585 Comprehensive income/(loss) — — — — — ( 8,201 ) 54,590 46,389 Repurchase and retirement of common stock ( 2,351 ) ( 2 ) — — — — ( 144,491 ) ( 144,493 ) Balance at June 30, 2022 77,037 $ 77 22,430 $ 22 $ 581,907 $ ( 25,368 ) $ 1,142,455 $ 1,699,093 Class A Common Stock Class B Common Stock Additional paid-in Accumulated other comprehensive Retained (In thousands) Shares $ Shares $ capital income/(loss) earnings Total Balance at December 31, 2020 77,284 $ 77 22,430 $ 22 $ 457,161 $ 3,955 $ 1,045,082 $ 1,506,297 Stock-based compensation — — — — 7,883 — — 7,883 Grant of restricted stock units — — — — 163 — — 163 Exercise of stock options 303 1 — — 9,100 — — 9,101 Comprehensive income/(loss) — — — — — ( 5,779 ) 45,329 39,550 Balance at March 31, 2021 77,587 $ 78 22,430 $ 22 $ 474,307 $ ( 1,824 ) $ 1,090,411 $ 1,562,994 Stock-based compensation — — — — 7,788 — — 7,788 Grant of restricted stock units — — — — 197 — — 197 Exercise of stock options 716 1 — — 26,496 — — 26,497 Comprehensive income/(loss) — — — — — 252 41,545 41,797 Balance at June 30, 2021 78,303 $ 79 22,430 $ 22 $ 508,788 $ ( 1,572 ) $ 1,131,956 $ 1,639,273 See accompanying notes to unaudited condensed consolidated financial statements. 5 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) Six Months Ended June 30, (In thousands) 2022 2021 Cash flows from operating activities: Net income $ 92,674 $ 86,874 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization 33,764 36,287 Amortization of premium (discount) on marketable securities 3,208 1,131 Write-down for excess and obsolete inventories, net 4,068 5,000 Stock-based compensation expense 15,989 15,330 Allowance for doubtful accounts ( 528 ) 590 Change in fair value of business acquisition liabilities ( 1,390 ) 14,128 Change in deferred income taxes ( 7,939 ) ( 1,783 ) (Gain)/loss on disposal of assets, net 200 191 Payment of business acquisition related liabilities ( 1,099 ) — (Increase)/decrease in: Accounts receivable ( 30,224 ) ( 25,587 ) Inventories ( 31,421 ) ( 6,024 ) Prepaid expenses and other assets 1,268 845 Increase/(decrease) in: Accounts payable 12,375 2,737 Accrued expenses and other liabilities ( 7,408 ) 3,559 Income taxes payable/receivable ( 1,964 ) ( 10,519 ) Net cash provided by/(used in) operating activities 81,573 122,759 Cash flows from investing activities: Purchases of marketable securities ( 179,096 ) ( 293,092 ) Maturities of marketable securities 170,572 131,739 Sales of marketable securities 66,655 58,154 Purchases of property and equipment ( 43,724 ) ( 22,058 ) Acquisition of businesses, net of cash acquired and purchases of intangible and other assets ( 1,175 ) — Net cash provided by/(used in) investing activities 13,232 ( 125,257 ) Cash flows from financing activities: Payment of business acquisition liabilities ( 3,553 ) ( 3,105 ) Proceeds from exercise of stock options 11,331 35,597 Repurchase of common stock ( 144,493 ) — Net cash provided by/(used in) financing activities ( 136,715 ) 32,492 Effect of foreign exchange rates on cash ( 387 ) ( 608 ) Net increase/(decrease) in cash and cash equivalents ( 42,297 ) 29,386 Cash and cash equivalents at beginning of period 193,069 239,397 Cash and cash equivalents at end of period $ 150,772 $ 268,783 Supplemental disclosures of cash flow information: Income taxes paid $ 36,696 $ 31,597 Purchases of property and equipment included in accounts payable and accrued expenses $ 5,019 $ 3,537 See accompanying notes to unaudited condensed consolidated financial statements. 6 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES NOTE 1. BACKGROUND (a) The Company Globus Medical, Inc., together with its subsidiaries, is a medical device company that develops and commercializes healthcare solutions with a mission to improve the quality of life of patients with musculoskeletal disorders. We are primarily focused on implants that promote healing in patients with musculoskeletal disorders, including the use of a robotic guidance and navigation system and products to treat patients who have experienced orthopedic traumas. We are an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures to assist surgeons in effectively treating their patients and to address new treatment options. With over 220 products launched, we offer a comprehensive portfolio of innovative and differentiated technologies that address a variety of musculoskeletal pathologies, anatomies, and surgical approaches. We are headquartered in Audubon, Pennsylvania, and we market and sell our products through our exclusive sales force in the United States, as well as within North, Central & South America, Europe, Asia, Africa and Australia. Our sales force consists of direct sales representatives and distributor sales representatives employed by exclusive independent distributors. The terms the “Company,” “Globus,” “we,” “us” and “our” refer to Globus Medical, Inc. and, where applicable, our consolidated subsidiaries. (b) COVID-19 Pandemic Impact In March 2020, the World Health Organization declared the novel strain of coronavirus (“COVID-19”) a global pandemic and recommended containment and mitigation measures worldwide. COVID-19 has significantly impacted the economic conditions in the U.S. and globally as federal, state and local governments react to the public health crisis, creating significant uncertainties in the economy. Although the Company cannot reasonably estimate the length or severity of the impact that COVID-19 will have on its financial results, the Company may experience a material adverse impact on its sales, results of operations, and cash flows in 2022 should there be a resurgence impacting hospitals, surgical facilities, our internal operations, or our suppliers. In response to these developments, the Company will continue to monitor liquidity and cash flow. The Company has the ability to borrow from its existing credit facility, if needed, although we do not expect to do so due to our cash, cash equivalents and short-term marketable securities balances. NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“U.S. GAAP”) for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2021. In the opinion of management, these condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position as of June 30, 2022, and results of operations for the three and six months ended June 30, 2022. The results of operations for any interim period may not be indicative of results for the full year. (b) Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Globus and its wholly-owned subsidiaries. All intercompany balances and transactions are eliminated in consolidation. 7 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES (c) Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Significant areas that require estimates include revenue recognition, intangible assets, business acquisition liabilities, allowance for doubtful accounts, stock-based compensation, reserves for excess and obsolete inventory, useful lives of assets, the outcome of litigation, recoverability of intangible assets and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results. (d) Revenue Recognition Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. For purposes of disclosure, we disaggregate our revenue into two categories, Musculoskeletal Solutions and Enabling Technologies. Our Musculoskeletal Solutions products consist primarily of the implantable devices, disposables, and unique instruments used in an expansive range of spine, orthopedic trauma, hip, knee and extremity procedures. The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time. Our Enabling Technologies products are advanced hardware and software systems, and related technologies that are designed to enhance a surgeon’s capabilities and streamline surgical procedures by making them less invasive, more accurate, and more reproducible to improve patient care. The majority of our Enabling Technologies product contracts contain multiple performance obligations, including maintenance and support, and revenue is recognized as we fulfill each performance obligation. When contracts have multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of goods sold. Nature of Products and Services A significant portion of our Musculoskeletal Solutions product revenue is generated from consigned inventory maintained at hospitals or with sales representatives. Revenue from the sale of consigned musculoskeletal products is recognized when we transfer control, which generally occurs at the time the product is used or implanted. For all other Musculoskeletal Solutions product transactions, we recognize revenue when we transfer title to the goods, provided there are no remaining performance obligations that can affect the customer’s final acceptance of the sale. Revenue from the sale of Enabling Technologies products is generally recognized when control transfers to the customer which occurs at the time the product is shipped or delivered. Any revenue related to the provision of maintenance and support is recognized as we satisfy the performance obligation. We use an observable price to determine the stand-alone selling price for each separate performance obligation. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Deferred revenue is comprised mainly of unearned revenue related to the sales of certain Enabling Technologies products, which includes maintenance and support services. Maintenance and support services are generally invoiced annually, at the beginning of each contract period, and revenue is recognized ratably over the maintenance period. For the three and six months ended June 30, 2022, there was an immaterial amount of revenue recognized from previously deferred revenue. 8 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES (e) Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts, commercial paper and corporate debt securities are stated at fair value. (f) Marketable Securities Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, and securities of government, federal agency, and other sovereign obligations and are classified as available-for-sale as of June 30, 2022 . S hort-term and long-term marketable securities are recorded at fair value on our condensed consolidated balance sheets. Any change in fair value of our available-for-sale securities, that do not result in recognition or reversal of an allowance for credit loss or write-down, are recorded, net of taxes, as a component of accumulated other comprehensive income or loss on our condensed consolidated balance sheets. Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method. Realized gains or losses from the sale of marketable securities are determined on a specific identification basis. Realized gains and losses, interest income and the amortization/accretion of premiums/discounts are included in other income/(expense), net, on our condensed consolidated statements of operations and comprehensive income. Interest receivable is recorded in prepaid expenses and other current assets on our condensed consolidated balance sheets. We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review declines in the fair value of our securities to determine whether they are resulting from expected credit losses or other factors. If the assessment indicates a credit loss exists, we recognize any measured impairment as an allowance for credit loss in our condensed consolidated statements of operations. Any other impairments not recorded through allowance for credit losses is recognized in our other comprehensive income. (g) Fair Value Measurements Assets and Liabilities That Are Measured at Fair Value on a Recurring Basis Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Additionally, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories: Level 1—quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; and Level 3—unobservable inputs in which there is little or no market data available, which require the reporting entity to use significant unobservable inputs or valuation techniques. Assets and Liabilities That Are Measured at Fair Value on a Nonrecurring Basis The purchase price of business acquisitions is primarily allocated to the tangible and identifiable intangible assets acquired and liabilities assumed based on their estimated fair values on the acquisition date, with the excess recorded as goodwill. We utilize Level 3 inputs in the determination of the initial fair value. Contingent consideration represents contingent milestone, performance and revenue-sharing payment obligations related to acquisitions and is measured at fair value, based on significant inputs that are not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. We assess these assumptions on an ongoing basis as additional data impacting the assumptions is obtained. The fair value of contingent consideration recorded in business acquisition liabilities on our condensed consolidated balance sheets, and changes in the fair value of contingent consideration are recognized in acquisition related costs in the condensed consolidated statements of operations and comprehensive income. The fair value of contingent restricted stock unit (“RSU”) grants are recorded as additional paid-in capital in the consolidated balance sheet on the day of the grant due to the remote likelihood of forfeiture. 9 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES (h) Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventory is finished goods and we utilize both in-house manufacturing and third-party suppliers to produce our products. We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into consideration the life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. Once inventory has been written down, it creates a new cost basis for inventory that is not subsequently written up. (i) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair values of the identifiable assets acquired less the liabilities assumed in the acquisition of a business. Goodwill is tested for impairment at least annually or whenever events or circumstances indicate that a carrying amount may not be recoverable. Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount to the estimated fair value of the reporting unit. Fair values are estimated using an income and discounted cash flow approach. We perform our annual impairment test of goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. During the six months ended June 30, 2022 and 2021, we did no t record any impairment charges related to goodwill. Intangible assets consist of purchased in-process research and development (“IPR&D”), developed technology, supplier network, patents, customer relationships, re-acquired rights, and non-compete agreements. Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from one to sixteen years. Intangible assets with finite useful lives are tested whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If an impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset. Fair value is generally determined using a discounted future cash flow analysis. There were no impairments of finite-lived intangible assets during the six months ended June 30, 2022 or 2021. IPR&D has an indefinite life and is not amortized until completion of the project at which time the IPR&D becomes an amortizable asset. Intangible assets with indefinite useful lives are tested for impairment annually or whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If the related project is not completed in a timely manner, we may have an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value. There were no impairments of IPR&D during the six months ended June 30, 2022 or 2021. (j) Stock -Based Compensation The cost of employee and non-employee director awards is measured at the grant date fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the equity award. Compensation expense for awards includes the impact of forfeiture in the period when they occur. We estimate the fair value of stock options utilizing the Black-Scholes option-pricing model. Inputs to the Black-Scholes model include our stock price, expected volatility, expected term, risk-free interest rate and expected dividends. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options offering period which is derived from historical experience. The risk-free interest rate assumption is based on observed interest rates of U.S. Treasury securities appropriate for the expected terms of the stock options. The dividend yield assumption is based on the history and expectation of no dividend payouts. The fair value of restricted stock units is estimated on the date of the grant using the closing price of the Company’s common stock. (k) Recently Issued Accounting Pronouncements None applicable. (l) Recently Adopted Accounting Pronouncements On March 12, 2020, the FASB issued ASU No. 2020-04, Facilitation of the Effects of Reference Rate Reform on Financial Reporting , which provides optional expedients and exceptions for applying generally accepted accounting principles to contract modifications and hedging relationships, subject to meeting certain criteria, that reference LIBOR or another reference rate expected to be discontinued. The ASU is effective for all entities as of March 12, 2020, and will apply through December 31, 2022. To date, we have had no impacts on our investment portfolio or our credit agreement with Citizens Bank, N.A. related to reference rate reform. We 10 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES will continue to evaluate the impact this guidance could have on our condensed consolidated financial statements and related disclosures. NOTE 3. ASSET ACQUISITIONS AND BUSINESS COMBINATIONS Asset Acquisitions During the fourth quarter of 2021, the Company acquired substantially all the assets of Capstone Surgical Technologies, LLC, which engages in the business of advanced drill and robotic surgery platforms. The purchase price consisted of $ 24.5 million of cash paid at closing, subject to net working capital and other post-closing adjustments, if applicable. The transaction also provides for additional consideration contingent upon the developed products obtaining approval from the U.S. Food and Drug Administration (the “FDA”) of up to $ 15.0 million, and additional consideration of up to $ 10.0 million contingent upon the achievement of certain performance milestones. Contingent consideration is not recorded in an asset acquisition until the milestone is met. Also during the fourth quarter of 2021, the Company acquired substantially all the assets of a company that engages in the development of technology for use in robotic surgery platforms which was not considered material to the consolidated financial statements during the periods presented. The purchase price consisted of $ 10.0 million of cash paid at closing and also provides for additional consideration of $ 5.0 million contingent upon the achievement of certain performance milestones. Contingent consideration is not recorded in an asset acquisition until the milestone is met. During the second quarter of 2020, the Company acquired Synoste Oy, a Finnish engineering company that specializes in the research and development of a limb lengthening system. The fair value of the net assets acquired was $ 25.3 million, and the consideration consisted of approximately $ 22.8 million of cash paid at closing plus $ 2.5 million of a contractual holdback obligation payable eighteen months from the closing date of the transaction, subject to net working capital and other post-closing adjustments, if applicable. During the fourth quarter of 2021, the contractual holdback and net working capital and other post-closing adjustments were settled for $ 2.7 million. The transaction also provides for additional consideration of $ 8.0 million contingent upon the developed product obtaining approval from the FDA within the third anniversary, or $ 4.0 million if within the fourth anniversary of the acquisition closing date, respectively. Contingent consideration is not recorded in an asset acquisition until the milestone is met. The Company accounted for each of these transactions as asset acquisitions because substantially all of the fair value of the assets acquired in each transaction was concentrated in a single identified asset, in-process research and development (“IPR&D”) of the acquired technology, thus satisfying the requirements of the screen test in ASU 2017-1. At the date of the acquisitions, the Company determined that the development of the projects underway had not yet reached technological feasibility and that the research in process had no alternative future use. Accordingly, the acquired IPR&D of $ 34.3 million and $ 24.4 million was charged to research and development expense in the condensed consolidated statements of operations and comprehensive income for years ended 2021 and 2020, respectively. Business Combinations During 2022, the Company completed one acquisition in the second quarter that was not considered material to the condensed consolidated financial statements during the periods presented. This acquisition has been included in the condensed consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $ 0.2 million of cash paid at closing and $ 4.4 million of contingent consideration payments, resulting in goodwill of $ 4.6 million based on the estimated fair values. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of 10 years and are payable in a combination of cash and RSUs. During 2021, the Company completed three acquisitions that were not considered material, individually or collectively, to the condensed consolidated financial statements during the periods presented. Two acquisitions were completed in the third quarter, while the third acquisition was completed in the fourth quarter. These acquisitions have been included in the condensed consolidated financial statements from the date of acquisition. The purchase price of the acquisition in the fourth quarter consisted of approximately $ 0.3 million of cash paid at closing and $ 13.0 million of contingent consideration payments, resulting in goodwill of $ 13.3 million based on the estimated fair values. The combined purchase price of the two acquisitions in the third quarter consisted of approximately $ 12.6 million of contingent consideration payments. The Company recorded other intangible assets of $ 1.6 million, with a weighted average useful life of 3.8 years, and goodwill of $ 11.0 million based on their estimated fair values. The contingent payments for all three acquisitions are based upon achieving various performance milestones over a period of 10 years and are payable in a combination of cash and RSUs. During the fourth quarter of 2020, the Company completed two acquisitions that were not considered material, individually or collectively, to the overall consolidated financial statements during the periods presented. These acquisitions have been included in the condensed consolidated financial statements from the date of acquisition. The combined purchase price consisted of approximately $ 1.5 11 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES million of cash paid at closing, plus $ 0.3 million of other liabilities and $ 33.2 million of contingent consideration payments. The contingent payments are based upon achieving various performance milestones over a period of 10 years and are payable in a combination of cash and RSUs. The Company recorded other intangible assets of $ 8.8 million, with a weighted average useful life of 4.2 years, and goodwill of $ 26.2 million based on their fair values. NOTE 4. NET SALES The following table represents net sales by product category: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2022 2021 2022 2021 Musculoskeletal Solutions $ 234,242 $ 230,263 $ 451,644 $ 442,679 Enabling Technologies 29,406 20,753 42,553 35,681 Total net sales $ 263,648 $ 251,016 $ 494,197 $ 478,360 NOTE 5. MARKETABLE SECURITIES The composition of our short-term and long-term marketable securities was as follows: June 30, 2022 (In thousands) Amortized ‎ Cost Gross ‎ Unrealized ‎ Gains Gross Unrealized Losses Fair ‎ Value Short-term: Municipal bonds $ 54,222 $ — $ ( 563 ) $ 53,659 Corporate debt securities 161,078 — ( 2,204 ) 158,874 Commercial paper 25,790 — ( 23 ) 25,767 Asset-backed securities 6,000 — — 6,000 Government, federal agency, and other sovereign obligations 13,035 — ( 97 ) 12,938 Total short-term marketable securities $ 260,125 $ — $ ( 2,887 ) $ 257,238 Long-term: Municipal bonds $ 78,945 $ 36 $ ( 2,376 ) $ 76,605 Corporate debt securities 296,821 1 ( 11,450 ) 285,372 Asset-backed securities 95,929 10 ( 2,461 ) 93,478 Government, federal agency, and other sovereign obligations 18,666 — ( 458 ) 18,208 Total long-term marketable securities $ 490,361 $ 47 $ ( 16,745 ) $ 473,663 12 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES December 31, 2021 (In thousands) Amortized ‎ Cost Gross ‎ Unrealized ‎ Gains Gross ‎ Unrealized ‎ Losses Fair ‎ Value Short-term: Municipal bonds $ 66,379 $ 99 $ ( 11 ) $ 66,467 Corporate debt securities 107,102 434 ( 65 ) 107,471 Commercial paper 38,252 2 ( 1 ) 38,253 Asset-backed securities 12,931 58 — 12,989 Government, federal agency, and other sovereign obligations 25,231 — ( 33 ) 25,198 Total short-term marketable securities $ 249,895 $ 593 $ ( 110 ) $ 250,378 Long-term: Municipal bonds $ 91,185 $ 4 $ ( 409 ) $ 90,780 Corporate debt securities 324,492 351 ( 1,318 ) 323,525 Asset-backed securities 128,139 101 ( 578 ) 127,662 Government, federal agency, and other sovereign obligations 20,539 — ( 31 ) 20,508 Total long-term marketable securities $ 564,355 $ 456 $ ( 2,336 ) $ 562,475 The short-term marketable securities have effective maturity dates of less than one year and the long-term marketable securities have effective maturity dates ranging from one to three years as of June 30, 2022 and December 31, 2021, respectively. Purchases of marketable securities include amounts payable to brokers of $ 2.2 million as of December 31, 2021. Purchases of marketable securities included no amounts payable to brokers as of June 30, 2022. NOTE 6. FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value on a recurring basis included the following: (In thousands) Balance at June 30, 2022 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 53,986 $ 48,601 $ 5,385 $ — Municipal bonds 130,264 — 130,264 — Corporate debt securities 444,246 — 444,246 — Commercial paper 25,767 — 25,767 — Asset-backed securities 99,478 — 99,478 — Government, federal agency, and other sovereign obligations 31,146 — 31,146 — Liabilities: Business acquisition liabilities 68,314 — — 68,314 (In thousands) Balance at December 31, 2021 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 26,684 $ 3,768 $ 22,916 $ — Municipal bonds 157,247 — 157,247 — Corporate debt securities 430,996 — 430,996 — Commercial paper 38,253 — 38,253 — Asset-backed securities 140,651 — 140,651 — Government, federal agency, and other sovereign obligations 45,706 — 45,706 — Liabilities: Business acquisition liabilities 70,525 — — 70,525 Our marketable securities are classified as Level 2 within the fair value hierarchy, as we measure their fair value using market prices for similar instruments and inputs such as actual trade data, benchmark yields, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. 13 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES Assets and Liabilities That Are Measured at Fair Value on a Nonrecurring Basis Fair value of the revenue-based business acquisition liabilities was determined using a discounted cash flow model and an option pricing model. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility and discount rates, market price risk adjustment, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement. The following are the significant unobservable inputs used in the two valuation techniques: Unobservable input Range Weighted Average* Revenue risk premium 2.4 % - 4.9 % 2.4 % Revenue volatility 14.0 % - 15.8 % 14.9 % Discount rate 3.8 % - 8.5 % 6.2 % Projected year of payment 2022 - 2032 * The weighted average rates were calculated based on the relative fair value of each business acquisition liability. The change in the carrying value of the business acquisition liabilities during the three and six months ended June 30, 2022 and 2021, respectively included the following: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2022 2021 2022 2021 Beginning balance $ 68,036 $ 36,020 $ 70,525 $ 37,270 Purchase price contingent consideration 4,414 — 4,414 — Contingent cash payments ( 2,193 ) ( 1,523 ) ( 4,607 ) ( 3,015 ) Contingent RSU grants ( 220 ) ( 197 ) ( 416 ) ( 360 ) Changes in fair value of business acquisition liabilities ( 1,126 ) 13,870 ( 1,390 ) 14,128 Contractual payable reclassification ( 597 ) ( 175 ) ( 212 ) ( 28 ) Ending balance $ 68,314 $ 47,995 $ 68,314 $ 47,995 Changes in the fair value of business acquisition liabilities are driven by changes in market conditions and the achievement of certain performance conditions. NOTE 7. INVENTORIES Inventories included the following: June 30, December 31, (In thousands) 2022 2021 Raw materials $ 54,028 $ 41,819 Work in process 16,789 17,401 Finished goods 195,226 177,781 Total inventories $ 266,043 $ 237,001 During the three months ended June 30, 2022 and 2021, net adjustments to cost of sales related to excess and obsolete inventory were $ 2.3 million and $ 3.4 million, respectively. The net adjustments for the three months ended June 30, 2022 and 2021 reflect a combination of additional expense for excess and obsolete related provisions ($ 5.2 million and $ 7.6 million, respectively) offset by sales and disposals ($ 2.9 million and $ 4.2 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods. During the six months ended June 30, 2022 and 2021, net adjustments to cost of sales related to excess and obsolete inventory were $ 4.1 million and $ 5.0 million, respectively. The net adjustments for the six months ended June 30, 2022 and 2021 reflect a combination of additional expense for excess and obsolete related provisions ($ 8.6 million and $ 11.4 million, respectively) offset by sales and disposals ($ 4.5 million and $ 6.4 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods. 14 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES NOTE 8. PROPERTY AND EQUIPMENT Property and equipment included the following: Useful June 30, December 31, (In thousands) Life 2022 2021 Land — $ 8,275 $ 8,296 Buildings and improvements 31.5 46,805 44,672 Equipment 5 - 15 131,298 113,301 Instruments 5 295,654 285,762 Modules and cases 5 45,799 44,185 Other property and equipment 3 - 5 33,050 30,435 560,881 526,651 Less: accumulated depreciation ( 321,999 ) ( 305,575 ) Total $ 238,882 $ 221,076 Instruments are hand-held devices used by surgeons to install implants during surgery. Modules and cases are used to store and transport the instruments and implants. Depreciation expense related to property and equipment was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2022 2021 2022 2021 Depreciation $ 12,535 $ 14,506 $ 24,860 $ 26,890 NOTE 9. GOODWILL AND INTANGIBLE ASSETS The change in the carrying amount of goodwill during the twelve months ended December 31, 2021 and the six months ended June 30 , 2022, respectively included the following: (In thousands) December 31, 2020 $ 156,716 Additions and adjustments 24,251 Foreign exchange ( 1,259 ) December 31, 2021 179,708 Additions and adjustments 4,589 Foreign exchange ( 1,595 ) June 30, 2022 $ 182,702 The composition of intangible assets was as follows: June 30, 2022 (In thousands) Weighted Average Amortization Period (in years) Gross ‎ Carrying ‎ Amount Accumulated ‎ Amortization Intangible ‎ Assets, ‎ net Supplier network 10.0 $ 4,000 $ ( 3,067 ) $ 933 Customer relationships & other intangibles 6.4 51,422 ( 37,658 ) 13,764 Developed technology 8.0 72,086 ( 32,928 ) 39,158 Patents 16.0 8,760 ( 3,484 ) 5,276 Total intangible assets $ 136,268 $ ( 77,137 ) $ 59,131 15 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES December 31, 2021 (In thousands) Weighted Average Amortization Period (in years) Gross ‎ Carrying ‎ Amount Accumulated ‎ Amortization Intangible ‎ Assets, ‎ net Supplier network 10.0 $ 4,000 $ ( 2,867 ) $ 1,133 Customer relationships & other intangibles 6.4 56,264 ( 37,842 ) 18,422 Developed technology 8.0 71,947 ( 28,545 ) 43,402 Patents 16.1 8,938 ( 3,235 ) 5,703 Total intangible assets $ 141,149 $ ( 72,489 ) $ 68,660 The following table summarizes amortization of intangible assets for future periods as of June 30, 2022: (In thousands) Annual ‎ Amortization Remaining 2022 $ 8,867 2023 15,816 2024 13,203 2025 8,917 2026 5,474 Thereafter 6,854 Total $ 59,131 NOTE 10. ACCRUED EXPENSES Accrued expense included the following: June 30, December 31, (In thousands) 2022 2021 Compensation and other employee-related costs $ 46,373 $ 52,407 Legal and other settlements and expenses 4,007 6,124 Accrued non-income taxes 9,630 6,415 Royalties 4,440 4,558 Rebates 8,619 8,725 Other 9,474 12,939 Total accrued expenses $ 82,543 $ 91,168 NOTE 11. DEBT Line of Credit In August 2020, we entered into a credit agreement with Citizens Bank, N.A. (the “Credit Agreement”) that provides a revolving credit facility permitting borrowings up to $ 125.0 million (as amended, the “Revolving Credit Facility”), and has a termination date of August 2, 2023 . The Revolving Credit Facility includes up to a $ 25.0 million sub limit for letters of credit. Revolving loans under the Credit Agreement will bear interest, at the Company’s option, at either a base rate or the Daily Bloomberg Short-Term Bank Yield (“BSBY”) (as defined in the Credit Agreement), plus, in each case, an applicable margin, as determined in accordance with the provisions of the Credit Agreement. The base rate will be the highest of: the rate of interest announced publicly by Citizens Bank, N.A. from time to time as its “prime rate”; the federal funds effective rate plus 1/2 of 1 %; and the Daily BSBY Rate plus 1 %. The applicable margin is subject to adjustment as provided in the Credit Agreement. The Credit Agreement contains financial and other customary covenants, including a maximum leverage ratio. As of June 30 , 2022, we have no t borrowed under the Credit Agreement. 16 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES NOTE 12. EQUITY Share Repurchases On March 11, 2020, the Company announced a share repurchase program, which authorized the Company to repurchase up to $ 200 million of the Company’s Class A common stock. On March 4, 2022, the share repurchase program was expanded by authorizing the Company to repurchase an additional $ 200 million of the Company’s Class A common stock. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. As of June 30, 2022, the Company is authorized to repurchase a total of $ 150.8 million of Class A common stock. The timing and actual number of shares repurchased will depend on various factors including price, corporate and regulatory requirements, debt covenant requirements, alternative investment opportunities and other market conditions. F unding of share repurchases is expected to come from operating cash flows and excess cash. Shares repurchased by the Company are accounted for under the constructive retirement method, in which the shares repurchased, are immediately retired, as there is no plan to reissue. The Company made an accounting policy election to charge the excess of repurchase price over par value entirely to retained earnings. The following table summarizes the activity related to share repurchases : (In thousands except for per share prices) Period Total number of shares repurchased Average price paid per share Dollar amount of shares repurchased (1) Approximate dollar value of shares that may yet be purchased under the plan January 1, 2020 - March 31, 2020 1,920 $ 38.49 $ 73,902 $ 126,098 April 1, 2020 - June 30, 2020 771 39.95 30,804 95,294 July 1, 2020 - September 30,2020 — — — 95,294 October 1, 2020 - December 31, 2020 — — — 95,294 January 1, 2021 - March 31, 2021 — — — 95,294 April 1, 2021 - June 30, 2021 — — — 95,294 July 1, 2021 - September 30, 2021 — — — 95,294 October 1, 2021 - December 31, 2021 — — — 95,294 January 1, 2022 - March 31, 2022 — — — 295,294 April 1, 2022 - June 30, 2022 2,351 61.45 144,493 $ 150,801 January 1, 2020 - June 30, 2022 5,042 $ 49.42 $ 249,199 (1) Inclusive of an immaterial amount of commission fees Common Stock Our amended and restated Certificate of Incorporation provides for a total of 775,000,000 authorized shares of common stock. Of the authorized number of shares of common stock, 500,000,000 shares are designated as Class A common stock (“Class A Common”), and 275,000,000 shares are designated as Class B common stock (“Class B Common”). The holders of Class A Common are entitled to one vote for each share of Class A Common held. The holders of Class B Common are entitled to 10 votes for each share of Class B Common held. The holders of Class A Common and Class B Common vote together as one class of common stock on all matters submitted to a vote of stockholders, except as required by law or our amended and restated Certificate of Incorporation. Each share of our Class B Common is convertible at any time at the option of the holder into one share of our Class A Common. In addition, each share of our Class B Common will convert automatically into one share of our Class A Common upon any transfer, whether or not for value, except for permitted transfers. For more details relating to the conversion of our Class B Common please see “Exhibit 4.2, Description of Securities of the Registrant” filed with our Annual Report on Form 10-K on February 17, 2022. 17 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES Accumulated Other Comprehensive Income (Loss) The tables below present the changes in each component of accumulated other comprehensive income/(loss), including current period other comprehensive income/(loss) and reclassifications out of accumulated other comprehensive income/(loss) for the six months ended June 30 , 2022 and 2021, respectively: (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive income/(loss), net of tax, at December 31, 2021 $ ( 1,053 ) $ ( 5,719 ) $ ( 6,772 ) Other comprehensive income/(loss) before reclassifications ( 18,204 ) ( 4,737 ) ( 22,941 ) Amounts reclassified from accumulated other comprehensive income/(loss), net of tax 4,345 — 4,345 Other comprehensive income/(loss), net of tax ( 13,859 ) ( 4,737 ) ( 18,596 ) Accumulated other comprehensive income/(loss), net of tax, at June 30, 2022 $ ( 14,912 ) $ ( 10,456 ) $ ( 25,368 ) (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive income/(loss), net of tax, at December 31, 2020 $ 5,001 $ ( 1,046 ) $ 3,955 Other comprehensive income/(loss) before reclassifications ( 3,188 ) ( 3,087 ) ( 6,275 ) Amounts reclassified from accumulated other comprehensive income/(loss), net of tax 748 — 748 Other comprehensive income/(loss), net of tax ( 2,440 ) ( 3,087 ) ( 5,527 ) Accumulated other comprehensive income/(loss), net of tax, at June 30, 2021 $ 2,561 $ ( 4,133 ) $ ( 1,572 ) Amounts reclassified from accumulated other comprehensive loss, net of tax, related to unrealized gains/losses on marketable securities were released to other income, net in our condensed consolidated statements of operations and comprehensive income. Earnings Per Common Share The Company computes basic earnings per share using the weighted-average number of common shares outstanding during the period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options and unvested RSUs. The contingently issuable shares are included in basic net income per share as of the date that all necessary conditions have been satisfied and are included in the denominator for dilutive calculation for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period. 18 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2022 2021 2022 2021 Numerator: Net income/(loss) 54,590 $ 41,545 $ 92,674 $ 86,874 Denominator for basic and diluted net income per share: Weighted average shares outstanding for basic 100,671 100,449 101,136 100,159 Dilutive stock options and RSUs 2,213 3,026 2,344 2,772 Weighted average shares outstanding for diluted 102,884 103,475 103,480 102,931 Earnings per share: Basic 0.54 $ 0.41 $ 0.92 $ 0.87 Diluted 0.53 $ 0.40 $ 0.90 $ 0.84 Anti-dilutive stock options and RSUs excluded from the calculation 3,419 1,680 3,397 2,372 NOTE 13. STOCK-BASED AWARDS We have two stock plans: our 2012 Equity Incentive Plan (the “2012 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”), together with the 2012 Plan, the “Plans”. The 2021 Plan is the only active stock plan. The purpose of the 2012 Plan was, and of the 2021 Plan is, to provide incentive to employees, directors, and consultants of Globus. The Plans are administered by the Board of Directors of Globus (the “Board”) or its delegates. The number, type of option, exercise price, and vesting terms are determined by the Board or its delegates in accordance with the terms of the Plans. The options granted expire on a date specified by the Board, which is generally not more than ten years from the grant date. Options granted to employees generally vest in varying installments over a four-year period. The 2012 Plan was approved by our Board in March 2012, and by our stockholders in June 2012. The 2012 Plan terminated pursuant to its terms in 2022. Following the effectiveness of the 2021 Plan, we have not issued any additional awards under the 2012 Plan; however, awards previously granted under the 2012 Plan remain outstanding and are administered by our Board under the terms and conditions of the 2012 Plan. Under the 2012 Plan, the aggregate number of shares of Class A Common that were able to be issued subject to options and other awards is equal to the sum of (i) 3,076,923 shares, (ii) any shares available for issuance under the 2008 Equity Incentive Plan as of March 13, 2012, (iii) any shares underlying awards outstanding under the 2008 Plan as of March 13, 2012 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares and (iv) starting January 1, 2013, an annual increase in the number of shares available under the 2012 Plan equal to up to 3 % of the number of shares of our common and preferred stock outstanding at the end of the previous year, as determined by our Board. The number of shares that were able to be issued or transferred pursuant to incentive stock options under the 2012 Plan was limited to 10,769,230 shares. The shares of Class A Common covered by the 2012 Plan included authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. The 2021 Plan was approved by our Board in March 2021, and by our stockholders in June 2021. Under the 2021 Plan, as originally approved, the aggregate number of shares of Class A Common that were able to be issued subject to options and other awards was equal to the sum of (i) 2,000,000 shares, (ii) any shares available for issuance under the 2012 Plan as of June 3, 2021 and (iii) any shares underlying awards outstanding under the 2012 Plan or 2021 Plan as of June 3, 2021 that, on or after that date, were forfeited, terminated, expired or lapse for any reason, or were settled for cash without delivery of shares. The number of shares that could be issued or transferred pursuant to incentive stock options under the 2021 Plan was limited to 2,000,000 shares. The shares of Class A Common covered by the 2021 Plan include authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. On June 2, 2022, the Company’s stockholders approved an amendment to the 2021 Plan (the “2021 Plan Amendment”). The 2021 Plan Amendment increased the number of shares of Class A Common that may be issued or transferred pursuant to awards under the 2021 Plan by 2,000,000 shares to 4,000,000 shares. The 2021 Plan Amendment also increased the aggregate number of shares of Class A Common that may be issued or transferred under the 2021 Plan pursuant to incentive stock options under Section 422 of the Code from 2,000,000 to 4,000,000 . As of June 30, 2022, pursuant to the 2021 Plan, there were 5,514,293 shares of Class A Common reserved and 3,520,451 shares of Class A Common available for future grants. 19 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES Stock Options Stock option activity during the six months ended June 30 , 2022 is summarized as follows: Option ‎ Shares (thousands) Weighted ‎ average ‎ exercise ‎ price Weighted ‎ average ‎ remaining ‎ contractual ‎ life (years) Aggregate ‎ intrinsic ‎ value ‎ (thousands) Outstanding at December 31, 2021 9,462 $ 48.01 Granted 1,604 65.04 Exercised ( 274 ) 41.56 Forfeited ( 593 ) 59.84 Outstanding at June 30, 2022 10,199 $ 50.19 6.9 $ 96,142 Exercisable at June 30, 2022 5,557 $ 42.62 5.8 $ 79,720 Expected to vest at June 30, 2022 4,642 $ 59.26 8.2 $ 16,423 The total intrinsic value of stock options exercised was $ 2.7 million and $ 25.0 million during the three months ended June 30, 2022, and 2021, respectively. The total intrinsic value of stock options exercised was $ 7.4 million and $ 35.1 million during the six months ended June 30, 2022, and 2021, respectively. The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2022 2021 Risk-free interest rate 1.46 % - 3.36 % 0.40 % - 0.84 % Expected term (years) 4.7 - 4.8 4.8 Expected volatility 34.0 % - 35.0 % 34.0 % Expected dividend yield —% —% The weighted average grant date fair value of stock options granted during the three months ended June 30, 2022, and 2021 was $ 23.93 and $ 21.30 per share, respectively. The weighted average grant date fair value of stock options granted during the six months ended June 30, 2022, and 2021 was $ 21.05 and $ 19.58 per share, respectively. Restricted Stock Units Restricted stock unit activity during the six months ended June 30, 2022 is summarized as follows: Restricted Stock ‎ Units (thousands) Weighted ‎ average ‎ grant date fair value ‎ per share Weighted ‎ average ‎ remaining ‎ contractual ‎ life (years) Outstanding at December 31, 2021 29 $ 72.54 Granted 6 66.08 Vested — — Forfeited — — Outstanding at June 30, 2022 35 $ 71.37 8.3 20 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES Stock-Based Compensation Compensation expense related to stock options granted to employees and non-employees under the Plans was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2022 2021 2022 2021 Stock-based compensation expense $ 7,837 $ 7,632 $ 15,989 $ 15,330 Net stock-based compensation capitalized into inventory 184 156 384 341 Total stock-based compensation cost $ 8,021 $ 7,788 $ 16,373 $ 15,671 As of June 30, 2022, there was $ 68.8 million of unrecognized compensation expense related to unvested employee stock options that are expected to vest over a weighted average period of approximately three years . NOTE 14. INCOME TAXES In computing our income tax provision, we make certain estimates and judgments, such as estimated annual taxable income or loss, annual effective tax rate, the nature and timing of permanent and temporary differences between taxable income for financial reporting and tax reporting, and the recoverability of deferred tax assets. Our estimates and assumptions may change as new events occur, additional information is obtained, or as the tax environment changes. Should facts and circumstances change during a quarter causing a material change to the estimated effective income tax rate, a cumulative adjustment is recorded. The following table provides a summary of our effective tax rate for the three and six months ended June 30, 2022 and 2021, respectively: Three Months Ended Six Months Ended June 30, June 30, 2022 2021 2022 2021 Effective income tax rate 22.6 % 15.1 % 22.4 % 18.1 % NOTE 15. COMMITMENTS AND CONTINGENCIES We are involved in a number of proceedings, legal actions, and claims arising in the ordinary course of business. Such matters are subject to many uncertainties, and the outcomes of these matters are not within our control and may not be known for prolonged periods of time. In some actions, the claimants seek damages, as well as other relief, including injunctions prohibiting us from engaging in certain activities, which, if granted, could require significant expenditures and/or result in lost revenues. We record a liability in the condensed consolidated financial statements for these actions when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, and no amount in the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible, but not probable, and the amount can be reasonably estimated, the estimated loss or range of loss is disclosed. In most cases, significant judgment is required to estimate the amount and timing of a loss. While it is not possible to predict the outcome for most of the matters discussed, we believe it is possible that costs associated with them could have a material adverse impact on our consolidated earnings, financial position or cash flows. Moskowitz Family LLC Litigation On November 20, 2019, Moskowitz Family LLC filed suit against us in the U.S. District Court for the Western District of Texas for patent infringement. Moskowitz, a non-practicing entity, alleges that Globus willfully infringes one or more claims of six patents by making, using, offering for sale or selling the COALITION ® , COALITION MIS ® , COALITION AGX ® , CORBEL ® , MONUMENT ® , MAGNIFY ® -S, HEDRON IA TM , HEDRON IC ® , INDEPENDENCE ® , INDEPENDENCE MIS ® , INDEPENDENCE MIS AGX ® , FORTIFY ® and XPAND ® families, SABLE ® , RISE ® , RISE ® INTRALIF, RISE ® -L, ELSA ® , ELSA ® ATP, ALTERA ® , ARIEL ® , CALIBER ® and CALIBER ® -L products. Moskowitz seeks monetary damages and injunctive relief. On July 2, 2020, this suit was transferred from the U.S. District Court for the Western District of Texas to the U.S. District Court for the Eastern District of Pennsylvania. The outcome of this litigation cannot be determined, nor can we estimate a range of potential loss, therefore, we have no t recorded a liability related to this litigation as of June 30, 2022. 21 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES NOTE 16. SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an enterprise for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We manage our business globally within one operating segment, and segment information is consistent with how the chief operating decision makers review the business, make investing and resource allocation decisions and assess operating performance. The following table represents total net sales by geographic area, based on the location of the customer: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2022 2021 2022 2021 United States $ 225,280 $ 215,119 $ 421,683 $ 408,436 International 38,368 35,897 72,514 69,924 Total net sales $ 263,648 $ 251,016 $ 494,197 $ 478,360 22 Table of Contents GLOBUS MEDICAL, INC. AND SUBSIDIARIES