−Removed: Risk factors that could cause our actual results to differ from our expectations and that could negatively impact our business, results of operations and financial condition are discussed below and elsewhere in this Quarterly Report on Form 10-Q.
−Removed: If any of these risks actually occurs, our business, results of operations, financial condition and future growth prospects could be materially and adversely affected.
+Added: Risk factors that could cause our actual results to differ from our expectations and that could negatively impact our business, results of operations and financial condition are discussed in our 2023 Annual Report on Form 10-K filed on February 21, 2024.
+Added: If any of these risks actually occur, our business, results of operations, financial condition and future growth prospects could be materially and adversely affected.
You should carefully read and consider each of these risks, together with all of the other information set forth in this Quarterly Report on Form 10-Q.
−Removed: The risks and uncertainties described below are not the only ones we face.
+Added: The risks and uncertainties described are not the only ones we face.
Additional risks and uncertainties not presently known to us or that we currently believe are immaterial may also materially adversely affect our business, results of operations, financial condition and future growth prospects, and our stock price.
−Removed: Except for the additional risk factors set forth below, there have been no material changes to the risk factors set forth in Item 1A.
+Added: There have been no material changes to the risk factors set forth in Item 1A.
“Risk Factors” of our 2023 Annual Report on Form 10-K filed on February 21, 2024 .
−Removed: Risks Relating to the Integration of NuVasive
−Removed: Integrating the NuVasive business into Globus may be more difficult, costly or time-consuming than expected and the Company may fail to realize the anticipated benefits of the Merger, which may adversely affect the Company’s business results and negatively affect the value of the Company’s common stock.
−Removed: The success of the Merger will depend on, among other things, our ability to realize the anticipated benefits, synergies and efficiencies from combining the businesses of Globus and NuVasive.
−Removed: This success will depend on, among other factors, our ability to successfully integrate its business with the business of NuVasive.
−Removed: If we are not able to successfully integrate NuVasive’s business into the Company within the anticipated time frame, or at all, the anticipated synergies, efficiencies and other benefits of the Merger may not be realized fully, or at all, or may take longer to realize than expected.
−Removed: An inability to realize the full extent of the anticipated benefits of the Merger, as well as any delays encountered in the integration process, could have an adverse effect upon the revenues, level of expenses and operating results of the Company, which may adversely affect the value of the common stock of the Company.
−Removed: There can be no assurances that the NuVasive business can be integrated successfully.
−Removed: It is possible that the integration process could result in the loss of key employees, the loss of surgeon customers, the disruption of the Company’s business, inconsistencies in standards, controls, procedures and policies, unexpected integration issues, higher than expected integration costs and an overall post-completion integration process that takes longer than originally anticipated.
−Removed: The challenges involved in this integration, which will be complex and time-consuming, include the following:
−Removed: •combining the businesses of Globus and NuVasive, including respective operations and corporate functions, and meeting the capital requirements of the Company in a manner that permits the Company to achieve any revenue synergies or efficiencies anticipated to result from the Merger, the failure of which would result in the anticipated benefits of the Merger not being realized in the time frame currently anticipated or at all;
−Removed: •integrating and retaining personnel from the two companies;
−Removed: •integrating each company’s technologies and technologies licensed by them from third parties;
−Removed: •identifying and eliminating redundant and underperforming functions and assets;
−Removed: •harmonizing each company’s operating practices, employee development and compensation programs, internal controls and other policies, procedures and processes;
−Removed: •maintaining existing agreements with each company’s business partners, surgeons, suppliers and vendors, avoiding delays in entering into new agreements with prospective business partners, surgeons, suppliers and vendors, and leveraging relationships with such third parties for the benefit of the Company;
−Removed: •addressing possible differences in business backgrounds, corporate cultures and management philosophies;
−Removed: •consolidating each company’s administrative and information technology infrastructure;
−Removed: coordinating sales activities and go-to-market efforts;
−Removed: •coordinating geographically dispersed organizations;
−Removed: •effecting actions that may be required in connection with obtaining regulatory or other governmental approvals.
−Removed: In addition, at times the attention of certain members of the Company’s management and resources may be focused on the integration of the businesses of the two companies and diverted from day-to-day business operations or other opportunities that may have been beneficial to such company, which may disrupt each company’s ongoing business and the business of the Company.
−Removed: The Company may be unable to realize the anticipated synergies and expects to incur substantial expenses related to the integration, which could adversely affect the Company’s business, financial condition and results of operations.
−Removed: The Company’s ability to achieve estimated synergies in the timeframe anticipated, or at all, is subject to various assumptions, which may or may not prove to be accurate.
−Removed: As a consequence, the Company may not be able to realize all of these synergies within the timeframe expected or at all.
−Removed: In addition, the Company may incur additional or unexpected costs in order to realize these benefits.
−Removed: Failure to achieve the expected synergies could significantly reduce the expected benefits associated with the Merger.
−Removed: Certain contractual counterparties may seek to modify contractual relationships with the Company, which could have an adverse effect on the Company’s business and operations.
−Removed: As a result of the Merger, the Company may experience impacts on relationships with contractual counterparties (such as business partners, surgeons, vendors, sales representatives, contractors, distributors or other third party service providers) that may harm the Company’s business and results of operations.
−Removed: Certain counterparties may seek to terminate or modify contractual obligations following the Merger whether or not contractual rights are triggered as a result of the Merger.
−Removed: There can be no guarantee that Globus’s or NuVasive’s contractual counterparties will remain with or continue to have a relationship with the Company or do so on the same or similar contractual terms following the Merger.
−Removed: If any contractual counterparties (such as business partners, surgeons, vendors, sales representatives, contractors, distributors or other third -party service providers) seek to terminate or modify contractual obligations or discontinue the relationship with the Company, then the Company’s business and results of operations may be harmed.
−Removed: The Company may be exposed to increased litigation, which could have an adverse effect on the
−Removed: Company’s business and operations.
−Removed: The Company may be exposed to increased litigation from stockholders, customers, partners, suppliers, contractors and other third parties due to the merger of Globus’s and NuVasive’s businesses following the Merger.
−Removed: Such litigation may have an adverse impact on the Company’s business and results of operations or may cause disruptions to the Company’s operations .
−Removed: Risks Relating to our Business and Industry
−Removed: Our IONM business exposes us to risks inherent with the sale of services.
−Removed: Our IONM services and support business exposes us to different risks than our other products and technologies.
−Removed: Through our NCS subsidiary, we provide onsite and remote monitoring of the neurological systems of patients undergoing spinal and brain-related surgeries.
−Removed: Our neurophysiologists are present in the operating room during procedures and work with supervising physicians who remotely oversee and interpret neurophysiological data gathered via broadband transmission over the Internet.
−Removed: Providing this service subjects us to malpractice exposure.
−Removed: In addition, given the reliance on technology, any disruption to our IONM equipment or the Internet could harm our service operations and our reputation among our customers.
−Removed: Further, any disruption to our information technology systems could adversely impact the performance of our neurophysiologists and oversight physicians.
−Removed: In addition, IONM services are directly billed to Medicare and commercial payers, which brings with it additional risks associated with proper billing practice regulations, HIPAA compliance, corporate practice of medicine laws, and collections risk associated with third-party payers.
−Removed: Due to the breadth of many healthcare laws and regulations, our IONM business could also be subject to healthcare fraud regulation and enforcement by both the federal government and the states in which we conduct our business, including under the Anti-Kickback Statute, the federal false claims laws and state law equivalents.
−Removed: Further, in December 2020, in connection with the Consolidated Appropriations Act of 2021, the No Surprises Act was signed into law in the U.S., which introduced national limitations on physician billing for certain services furnished by providers who are not in-network with the patient’s self-insured health plan, individual or group health plan.
−Removed: This federal law became effective on January 1, 2022, and several states where we conduct business have also enacted similar laws that would apply to patients having state-regulated insurance.
−Removed: These measures could limit the amount we can charge and recover for the IONM services we furnish where we have not contracted with the patient’s insurer, which could negatively impact the profitability of our IONM services business.
−Removed: If our operations are found to be in violation of any of these laws or any other governmental regulations that apply to us, we may be subject to penalties, including civil and criminal penalties, damages, fines and the curtailment or restructuring of our operations.
−Removed: Any penalties, damages, fines, curtailment or restructuring of our operations could adversely affect our ability to operate our business and our financial results.
−Removed: Unregistered Sales of Equity Securities and Use of Proceeds
−Removed: Not applicable.
−Removed: Defaults Upon Senior Securities
−Removed: Not applicable.
−Removed: Mine Safety Disclosures
−Removed: Not applicable.
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.