What changed in this filing

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Item 1. Financial Statements

2023-08-03 compared with 2023-05-04 · 103 added, 79 removed, 574 unchanged (24% of the section changed)

22 unchanged sentences

Deferred revenue

Payable to broker

Total current liabilities

7 unchanged sentences

Authorized 500,000,000 shares;

issued and outstanding 77,904,573 and 77,762,282 shares at March 31, 2023 and December 31, 2022, respectively

issued and outstanding 78,013,122 and 77,762,282 shares at June 30, 2023 and December 31, 2022, respectively

Class B common stock;

1 unchanged sentence

Authorized 275,000,000 shares;

issued and outstanding 22,430,097 and 22,430,097 shares at March 31, 2023 and December 31, 2022, respectively

issued and outstanding 22,430,097 and 22,430,097 shares at June 30, 2023 and December 31, 2022, respectively

Additional paid-in capital

7 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share amounts)

3 unchanged sentences

Selling, general and administrative

Provision for litigation

Provision for litigation, net

Amortization of intangibles

33 unchanged sentences

Balance at March 31, 2023

Stock-based compensation

Grant of restricted stock units

Exercise of stock options

Comprehensive income/(loss)

Balance at June 30, 2023

‎ Common Stock

Additional paid-in

8 unchanged sentences

Balance at March 31, 2022

Stock-based compensation

Grant of restricted stock units

Exercise of stock options

Comprehensive income/(loss)

Repurchase and retirement of common stock

Balance at June 30, 2022

See accompanying notes to unaudited condensed consolidated financial statements.

2 unchanged sentences

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

Three Months Ended

Six Months Ended

(In thousands)

28 unchanged sentences

Proceeds from exercise of stock options

Repurchase of common stock

Net cash provided by/(used in) financing activities

29 unchanged sentences

On May 3, 2023, the Company and NuVasive each received a request for additional information and documentary materials (the “Second Request”) from the FTC in connection with the FTC’s review of the Merger.

The effect of the Second Request is to extend the waiting period imposed by the HSR Act until 30 days after the Company and NuVasive have substantially complied with the Second Request, unless that period is extended voluntarily by the parties or terminated sooner by the FTC.

Both parties intend to continue to work cooperatively with the FTC in its review.

The effect of the Second Request is to extend the waiting period imposed by the HSR Act, unless that period is extended voluntarily by the parties or terminated sooner by the FTC.

Both parties are continuing to work cooperatively with the FTC in its review.

Completion of the Merger remains subject to the expiration or termination of the waiting period under the HSR Act and the satisfaction or waiver of the other closing conditions specified in the Merger Agreement.

For more information about the Merger, please refer to our Current Reports on Form 8-K filed on February 9, 2023, April 3, 2023, April 17, 2023, April 28, 2023 and May 3, 2023.

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

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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 2023 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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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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.

GAAP”) for interim financial statements and

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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.

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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, 2022.

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 March 31, 2023, and results of operations for the three months ended March 31, 2023.

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, 2023, and results of operations for the three and six months ended June 30, 2023.

The results of operations for any interim period may not be indicative of results for the full year.

15 unchanged sentences

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

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Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time.

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.

6 unchanged sentences

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.

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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.

6 unchanged sentences

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 months ended March 31, 2023, there was an immaterial amount of revenue recognized from previously deferred revenue.

For the three and six months ended June 30, 2023, there was an immaterial amount of revenue recognized from previously deferred revenue.

(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.

Cash equivalents, which consist of money market accounts, commercial paper, government securities, 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 March 31, 2023.

S hort-term and long-term marketable securities are recorded at fair value on our condensed consolidated balance sheets.

7 unchanged sentences

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

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consolidated statements of operations.

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.

7 unchanged sentences

Level 1—quoted prices (unadjusted) in active markets for identical assets and liabilities;

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Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities;

22 unchanged sentences

We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill.

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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.

6 unchanged sentences

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.

During the three months ended March 31, 2023, there were no impairments in goodwill, finite-lived intangible assets, and IPR&D.

During the three and six months ended June 30, 2023, there were no impairments in goodwill, finite-lived intangible assets, and IPR&D.

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(j) Stock -Based Compensation

24 unchanged sentences

Contingent consideration is not recorded in an asset acquisition until the milestone is met.

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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.

4 unchanged sentences

Accordingly, the acquired IPR&D of $ 34.3 million was charged to research and development expense in the condensed consolidated statements of operations and comprehensive income for the year ended 2021.

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Business Combinations

17 unchanged sentences

The contingent payments for all three acquisitions are based upon achieving various performance obligations over a period of 10 years and are payable in a combination of cash and RSUs.

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The following table represents net sales by product category:

Three Months Ended

Six Months Ended

(In thousands)

2 unchanged sentences

Total net sales

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MARKETABLE SECURITIES

The composition of our short-term and long-term marketable securities was as follows:

March 31, 2023

June 30, 2023

(In thousands)

2 unchanged sentences

Corporate debt securities

Commercial paper

Asset-backed securities

6 unchanged sentences

Total long-term marketable securities

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December 31, 2022

11 unchanged sentences

Total long-term marketable securities

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 March 31, 2023 and December 31, 2022, respectively.

Purchases of marketable securities include amounts payable to brokers of $ 1.5 million as of June 30, 2023.

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FAIR VALUE MEASUREMENTS

16 unchanged sentences

Business acquisition liabilities

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.

Our marketable securities and certain cash equivalents 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.

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11 unchanged sentences

* 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 months ended March 31, 2023 and 2022, respectively included the following:

The change in the carrying value of the business acquisition liabilities during the three and six months ended June 30, 2023 and 2022, respectively included the following:

Three Months Ended

Six Months Ended

(In thousands)

Beginning balance

Purchase price contingent consideration

Contingent cash payments

10 unchanged sentences

Total inventories

During the three months ended March 31, 2023 and 2022, net adjustments to cost of sales related to excess and obsolete inventory were $ 2.1 million and $ 1.8 million, respectively.

The net adjustments for the three months ended March 31, 2023 and 2022 reflect a combination of additional expense for excess and obsolete related provisions ($ 3.5 million and $ 3.4 million, respectively) offset by sales and disposals ($ 1.4 million and $ 1.6 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods.

During the three months ended June 30, 2023 and 2022, net adjustments to cost of sales related to excess and obsolete inventory were $ 1.9 million and $ 2.3 million, respectively.

The net adjustments for the three months ended June 30, 2023 and 2022 reflect a combination of additional expense for excess and obsolete related provisions ($ 3.4 million and $ 5.2 million, respectively) offset by sales and disposals ($ 1.5 million and $ 2.9 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, 2023 and 2022, net adjustments to cost of sales related to excess and obsolete inventory were $ 4.0 million and $ 4.1 million, respectively.

The net adjustments for the six months ended June 30, 2023 and 2022 reflect a combination of additional expense for excess and obsolete related provisions ($ 6.9 million and $ 8.6 million, respectively) offset by sales and disposals ($ 2.9 million and $ 4.5 million, respectively) of

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inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods.

PROPERTY AND EQUIPMENT

9 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

GOODWILL AND INTANGIBLE ASSETS

The change in the carrying amount of goodwill during the twelve months ended December 31, 2022 and the three months ended March 31 , 2023, respectively included the following:

The change in the carrying amount of goodwill during the twelve months ended December 31, 2022 and the six months ended June 30, 2023, respectively included the following:

(In thousands)

5 unchanged sentences

Foreign exchange

March 31, 2023

Intangible assets as of March 31, 2023 included the following:

March 31, 2023

June 30, 2023

Intangible assets as of June 30, 2023 included the following:

June 30, 2023

(In thousands)

14 unchanged sentences

Total intangible assets

The following table summarizes amortization of intangible assets for future periods as of March 31, 2023:

The following table summarizes amortization of intangible assets for future periods as of June 30, 2023 :

(In thousands)

‎ Amortization

Remaining 2023

ACCRUED EXPENSES

Accrued expenses as of March 31, 2023 and December 31, 2022, respectively included the following:

Accrued expenses as of June 30, 2023 and December 31, 2022, respectively included the following:

(In thousands)

5 unchanged sentences

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 Bloomberg Short-Term Bank Yield Index Rate (the “Daily BSBY Rate”) (as defined in the Revolving Credit Facility), 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 “Credit Agreement”) that provided a revolving credit facility permitting borrowings up to $ 125.0 million (as amended, the “Revolving Credit Facility”).

The Revolving Credit Facility included up to a $ 25.0 million sub limit for letters of credit.

Revolving loans under the Credit Agreement bore interest, at the Company’s option, at either a base rate or the Bloomberg Short-Term Bank Yield Index Rate (the “Daily BSBY Rate”) (as defined in the Revolving Credit Facility), plus, in each case, an applicable margin, as determined in accordance with the provisions of the Credit Agreement.

The base rate was the highest of:

the rate of interest announced publicly by Citizens Bank, N.A.

2 unchanged sentences

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 March 31 , 2023, we have no t borrowed under the Revolving Credit Facility.

The applicable margin was subject to adjustment as provided in the Credit Agreement.

The Credit Agreement contained financial and other customary

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covenants, including a maximum leverage ratio.

As of June 30, 2023, we had no t borrowed under the Revolving Credit Facility.

The Revolving Credit Facility expired on August 2, 2023 .

Share Repurchases

2 unchanged sentences

The repurchase program has no time limit and may be suspended for periods or discontinued at any time.

The Company did no t repurchase any Class A Common during the three months ended March 31, 2023.

As of March 31, 2023, the Company has remaining authorization to repurchase a total of $ 150.8 million of Class A common stock.

The Company did no t repurchase any Class A Common during the three and six months ended June 30, 2023.

As of June 30, 2023, the Company has remaining authorization 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.

12 unchanged sentences

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 three months ended March 31 , 2023 and 2022, respectively:

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, 2023 and 2022, respectively:

(In thousands)

6 unchanged sentences

Other comprehensive income/(loss), net of tax

Accumulated other comprehensive income/(loss), net of tax, at March 31, 2023

Accumulated other comprehensive income/(loss), net of tax, at June 30, 2023

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Other comprehensive income/(loss), net of tax

Accumulated other comprehensive income/(loss), net of tax, at March 31, 2022

Accumulated other comprehensive income/(loss), net of tax, at June 30, 2022

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.

6 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands, except per share amounts)

19 unchanged sentences

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

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

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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.

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.

1 unchanged sentence

The 2021 Plan was approved by our Board in March 2021, and by our stockholders in June 2021.

Under the 2021 Plan, amended to date, 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) 4,000,000 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, are forfeited, terminated, expired or lapse for any reason, or are 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 is limited to 4,000,000 shares.

Under the 2021 Plan, as amended to date, the aggregate number of shares of Class A Common that are able to be issued subject to options and other awards is equal to the sum of (i) 8,000,000 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, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares.

The number of shares that may be issued or transferred pursuant to incentive stock options under the 2021 Plan is limited to 8,000,000 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.

As of March 31, 2023, pursuant to the 2021 Plan, there were 5,716,708 shares of Class A Common reserved and 1,526,833 shares of Class A Common available for future grants.

As of June 30, 2023, pursuant to the 2021 Plan, there were 9,745,676 shares of Class A Common reserved and 5,451,650 shares of Class A Common available for future grants.

Stock Options

Stock option activity during the three months ended March 31, 2023 is summarized as follows:

Stock option activity during the six months ended June 30, 2023 is summarized as follows:

‎ Shares (thousands)

3 unchanged sentences

Outstanding at December 31, 2022

Outstanding at March 31, 2023

Exercisable at March 31, 2023

Expected to vest at March 31, 2023

The total intrinsic value of stock options exercised was $ 5.3 million and $ 4.7 million during the three months ended March 31, 2023, and 2022, respectively.

Outstanding at June 30, 2023

Exercisable at June 30, 2023

Expected to vest at June 30, 2023

The total intrinsic value of stock options exercised was $ 2.8 million and $ 2.7 million during the three months ended June 30, 2023, and 2022, respectively.

The total intrinsic value of stock options exercised was $ 8.1 million and $ 7.4 million during the six months ended June 30, 2023, and 2022, 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:

Three Months Ended

Six Months Ended

Risk-free interest rate

2 unchanged sentences

Expected dividend yield

The weighted average grant date fair value of stock options granted during the three months ended March 31, 2023, and 2022 was $ 22.31 and $ 20.48 per share, respectively.

The weighted average grant date fair value of stock options granted during the three ended June 30, 2023, and 2022 was $ 21.61 and $ 23.93 per share, respectively.

The weighted average grant date fair value of stock options granted during the six months ended June 30, 2023, and 2022 was $ 22.21 and $ 21.05 per share, respectively.

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1 unchanged sentence

Restricted Stock Units

Restricted stock unit activity during the three months ended March 31, 2023 is summarized as follows:

Restricted stock unit activity during the three and six months ended June 30, 2023 is summarized as follows:

Restricted Stock

4 unchanged sentences

Outstanding at December 31, 2022

Outstanding at March 31, 2023

Outstanding at June 30, 2023

Stock-Based Compensation

1 unchanged sentence

Three Months Ended

Six Months Ended

(In thousands)

2 unchanged sentences

Total stock-based compensation cost

As of March 31, 2023, there was $ 91.9 million of unrecognized compensation expense related to unvested employee stock options that vest over a weighted average period of three years .

As of June 30, 2023, there was $ 85.3 million of unrecognized compensation expense related to unvested employee stock options that vest over a weighted average period of three years .

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.

1 unchanged sentence

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 months ended March 31, 2023 and 2022, respectively:

The following table provides a summary of our effective tax rate for the three and six months ended June 30, 2023 and 2022, respectively:

Three Months Ended

Six Months Ended

Effective income tax rate

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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 March 31, 2023.

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, 2023 .

SEGMENT AND GEOGRAPHIC INFORMATION

3 unchanged sentences

Three Months Ended

Six Months Ended

(In thousands)

5 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 1. Financial Statements