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Item 7. Management’s Discussion and Analysis

2025-02-20 compared with 2024-02-21 · 53 added, 39 removed, 283 unchanged (25% of the section changed)

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We are an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures to address treatment challenges.

With numerous products launched since the founding of the Company, including 10 products launched on the market in 2023, we offer a comprehensive portfolio of innovative and differentiated technologies that treat a variety of musculoskeletal conditions.

With numerous products launched since the founding of the Company, we offer a comprehensive portfolio of innovative and differentiated technologies that treat a variety of musculoskeletal conditions.

We separate our products and services into two major categories:

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NuVasive Merger

On September 1, 2023, pursuant to that certain Merger Agreement with NuVasive and Merger Sub, Merger Sub, a wholly owned subsidiary of the Company, merged with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of the Company.

Under the Merger Agreement, each share of common stock, par value $0.001 per share, of NuVasive issued and outstanding immediately prior to the effective time of the Merger (other than certain excluded shares as described in the Merger Agreement) was cancelled and converted into the right to receive 0.75 fully paid and non-assessable shares of Class A common stock of Globus, $0.001 par value per share, and the right to receive cash in lieu of fractional shares.

On September 1, 2023, pursuant to that certain merger agreement (the “Merger Agreement”) with NuVasive, Inc.

(“NuVasive”) and Zebra Merger Sub Inc.

(“Merger Sub”), Merger Sub, a wholly owned subsidiary of the Company, merged with and into NuVasive, with NuVasive surviving as a wholly owned subsidiary of the Company (the “NuVasive Merger”).

Under the Merger Agreement, each share of common stock, par value $0.001 per share, of NuVasive issued and outstanding immediately prior to the effective time (other than certain excluded shares as described in the Merger Agreement) was cancelled and converted into the right to receive 0.75 fully paid and non-assessable shares of Class A Common of Globus, $0.001 par value per share, and the right to receive cash in lieu of fractional shares.

Product & Service Categories

While we group our products and services into two categories, Musculoskeletal Solutions and Enabling Technologies, they are not limited to a particular technology, platform or surgical approach.

While we group our revenue into two categories, Musculoskeletal Solutions and Enabling Technologies, they are not limited to a particular technology, platform or surgical approach.

Instead, our goal is to offer a comprehensive product suite that can be used to safely and effectively treat patients based on their specific anatomy and condition, and is customized to the surgeon’s training and surgical preference.

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Surgical treatments for musculoskeletal disorders can be instrumented, which include the use of implants, or non-instrumented, which forego the use of hardware but may include biologics.

Neuromonitoring services use proprietary software-driven nerve detection and avoidance technology and include IONM to aid spine surgery.

Our neuromonitoring services use proprietary software-driven nerve detection and avoidance technology and include IONM to aid spine surgery.

Enabling Technologies

Our Enabling Technologies are comprised of INR solutions for assisted surgery which are advanced computer-assisted intelligent systems designed to enhance a surgeon’s capabilities, and ultimately improve patient care and reduce radiation exposure for all involved, by streamlining surgical procedures to be safer, less invasive, and more accurate.

The market for our Enabling Technologies in spine and orthopedic surgery is still in the infancy stage and consists primarily of imaging, navigation and robotic systems.

Our Enabling Technologies are comprised of imaging, navigation and robotics (“INR”) solutions for assisted surgery which are advanced computer-assisted intelligent systems designed to enhance a surgeon’s capabilities, and ultimately improve patient care and reduce radiation exposure for all involved, by streamlining surgical procedures to be safer, less invasive, and more accurate.

The market for our Enabling Technologies in spine and orthopedic surgery is still in its infancy stage and consists primarily of imaging, navigation and robotic systems.

In spine, a majority of these technologies are limited to surgical planning and assistance in implant placement for increased accuracy and time savings with less intraoperative radiation exposure to the patient and surgical staff.

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Geographic Information

To date, the primary market for our products has been the U.S.

, where we sell our products through a combination of direct sales representatives employed by us and distributor sales representatives employed by exclusive independent distributors, who distribute our products for a commission that is generally based on a percentage of sales.

To date, the primary market for our products and services has been within the United States (“U.S.”) , where we sell our products and services through a combination of direct sales representatives employed by us and distributor sales representatives employed by exclusive independent distributors, who distribute our products for a commission that is generally based on a percentage of sales.

We believe there is significant opportunity to strengthen our position in the U.S.

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During the year ended December 31, 2024, international net sales accounted for approximately 20.6% of our total net sales.

We have sold our products in approximately 64 countries other than the U.S.

We have sold our products and services in approximately 65 countries other than the U.S.

through a combination of sales representatives employed by us and exclusive international distributors.

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Our business is generally not seasonal in nature.

However, sales of our Musculoskeletal Solutions products and services may be influenced by summer vacation and winter holiday periods during which we have experienced fewer surgeries taking place, as well as more surgeries taking place later in the year when patients have met the deductibles under insurance plans.

However, sales of our Musculoskeletal Solutions products and neuromonitoring services may be influenced by summer vacation and winter holiday periods during which we have experienced fewer surgeries taking place, as well as more surgeries taking place later in the year when patients have met the deductibles under insurance plans.

Sales of our Enabling Technologies products may be influenced by longer capital purchase cycles and the timing of budget approvals for major capital purchases.

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The fair value of contingent consideration is recorded in business acquisition liabilities on our consolidated balance sheets, and changes in the fair value of contingent consideration are recognized in acquisition-related costs in the consolidated statements of operations and comprehensive income.

The fair value of contingent restricted stock unit grants (“RSUs”) 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.

The fair value of contingent restricted stock unit grants (“RSUs”) is recorded as additional paid-in capital in the consolidated balance sheet on the day of the grant due to the remote likelihood of forfeiture.

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.

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The fair value of restricted stock units is estimated on the day of grant based on the closing price of the Company’s common stock.

We assumed equity-classified awards for certain NuVasive RSUs, and performance restricted stock units (“PRSUs”), as part of the Merger.

We assumed equity-classified awards for certain NuVasive RSUs, and performance restricted stock units (“PRSUs”), as part of the NuVasive Merger.

These RSUs and PRSUs are measured at the grant date based on the estimated fair value of the award.

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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.

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 consolidated financial statements for these actions when a loss is considered probable and the amount can be reasonably estimated.

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Results of Operations

We manage our business globally within two operating segments, which is consistent with how our management reviews our business, makes investment and resource allocation decisions and assesses operating performance.

We have concluded that these operating segments are aggregated into one reportable segment, based on the aggregation criteria.

Year Ended December 31, 2024 Compared to the Year Ended December 31, 2023

The following table sets forth, for the periods indicated, our net sales by geography expressed as dollar amounts and the changes in sales between the specified periods expressed in dollar amounts and as percentages:

The following table sets forth, for the periods indicated, our net sales by geography expressed as dollar amounts and the changes in net sales between the specified periods expressed in dollar amounts and as percentages:

(In thousands, except percentages)

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Total net sales

In the U.S., the increase in net sales of $407.8 million was due primarily to the addition of NuVasive, as well as increased spine product sales, including robotic spine instruments, resulting from penetration in existing territories and an increase in sales volume of Enabling Technologies.

International net sales increased by $137.8 million, which was due primarily due to the addition of NuVasive and increased spine product sales resulting from penetration in existing territories.

net sales increased by $720.3 million, or 56.3%, for the year ended December 31, 2024 and were significantly driven by the NuVasive Merger.

From a product standpoint, domestic musculoskeletal solutions sales increased by $685.8 million, mainly driven by sales increases in spine products by $564.6 million, and neuromonitoring solution product and services of $73.7 million.

Domestic enabling technology sales increased by $36.2 million compared to the prior year, driven by higher unit placement.

International net sales increased by $230.6 million, or 79.9% for the year ended December 31, 2024 and were significantly driven by the NuVasive Merger.

From a product standpoint, the increase was mainly due to musculoskeletal solutions sales increases of $231.3 million, primarily due to spine products.

Regionally, the increase was driven by sales growth in the Europe and Middle East region by $116.9 million, the Latin America region by $26.8 million and the Asia Pacific region by $87.2 million.

Cost of Sales

(In thousands, except percentages)

Cost of sales

Cost of sales (exclusive of amortization of intangibles)

Percentage of net sales

The increase of $284.4 million in cost of sales was primarily due to the addition of NuVasive, amortization of the inventory fair value step up, increased volume and product mix, higher write-downs of excess and obsolete inventory, and higher depreciation.

These increases were partially offset by lower production variances.

The $487.3 million or 88.9% increase in cost of sales was primarily driven by increases to inventory product costs of $221.0 million from increased volume, significantly due to the NuVasive Merger.

Additionally, there was increased amortization of inventory fair value step-up of $143.8 million, due to a full year of post-acquisition amortization occurring in the current period as compared to four months in the prior period.

Further, increases in costs of sales were also impacted by depreciation of $29.2 million and increased changes in excess and obsolete inventory reserves by $12.4 million.

Research and Development Expenses

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Percentage of net sales

The increase of $51.0 million in research and development expenses was due primarily to the addition of NuVasive and an increase in personnel-related expenses due to our continued investment in product development.

The $39.7 million or 32.0% increase in research and development expenses shows our continued investment in product development.

This increase was primarily driven by increased personnel-related expenses of $24.0 million due to increased headcount and $12.6 of IPR&D expense recorded in the current period from an acquisition.

Selling, General and Administrative Expenses

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Percentage of net sales

The $211.3 million increase in selling, general and administrative expenses was due to the addition of NuVasive, and an increase in personnel-related expenses resulting primarily from higher product sales, and an increase in bad debt and meeting expenses.

The increase of $337.6 million or 52.5% in selling, general and administrative expenses was primarily driven by increases to personnel-related expenses of $251.1 million due to increased headcount primarily from the NuVasive Merger, as well as increases to professional fees of $23.8 million, consulting and outside service expenses of $13.6 million, and rent expenses of $14.3 million.

Provision for Litigation

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Percentage of net sales

The $1.9 million decrease in provision for litigation is due to a settlement receipt, partially offset by a settlement payment for the year ended December 31, 2023 compared to 2022.

The provision for litigation was consistent for the year ended December 31, 2024, as compared to the provision expense recorded during the year ended December 31, 2023.

Amortization of Intangibles

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Percentage of net sales

The increase of $33.3 million in the amortization of intangibles is primarily due to the impact of the recognized intangibles in connection with the Merger.

Amortization of intangibles increased by $68.3 million or 133.9% for the year ended December 31, 2024 compared to the year ended December 31, 2023, due to the impact of the intangibles acquired from the NuVasive Merger.

They contributed $103.1 million in amortization expense in the current period as compared to $34.1 million in amortization expense for the year ended December 31, 2023.

Acquisition-Related Costs

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Percentage of net sales

The increase of $62.3 million in acquisition-related costs is due to costs incurred relating to the closing of the Merger, including investment banking, employee benefit and legal costs.

It also includes an unfavorable change in fair value of business acquisition liabilities, driven by changes in market conditions and the achievement of certain performance conditions.

The decrease of $38.7 million in acquisition-related costs compared to the prior year was due primarily to the closing of the merger with NuVasive during the period ended December 31, 2023.

During the current period, the expense was primarily driven by the change to the fair value of business acquisition liabilities recorded as a net charge of $26.5 million resulting from changes in contract terms, market conditions and the achievement of certain performance conditions.

During the prior period, costs incurred were primarily related to the closing of the NuVasive Merger, including personnel-related charges for fees and severance of $34.7 million and banking and legal fees related to the NuVasive Merger of $12.1 million.

Other Income/(expense), Net

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Percentage of net sales

The increase of $17.2 million in othe r income, was primarily due to foreign currency exchange gains of $14.3 million in the current year compared to $1.0 million of foreign currency losses in the prior year and an increase of $5.9 million related to higher interest income yields on marketable securities from external market factors.

The decrease of $77.5 million in other income/(expense), was primarily due to $43.3 million of foreign currency loss and increases in interest expense of $29.4 million from amortization of the fair value adjustment on the 2025 Notes from acquisition accounting and other contractual interest incurred.

Additionally, interest income decreased by $8.2 million which was driven by a lower average marketable securities portfolio size and lower market-related yields in the current period.

Income Tax Provision

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Effective income tax rate

The increase in the effective tax rate is primarily due to non-deductible compensation expenses and other non-deductible Merger-related transaction costs as a percentage of pretax earnings.

The decrease in the effective tax rate is primarily due to windfall benefits, reserve releases, and internal reorganization, as a percentage of pretax earnings.

A discussion of our Results of Operations for the year ended December 31, 2023 can be found in “ Part II, Item 7.

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Our principal source of liquidity is cash flow from operating activities as well as our cash and cash equivalents and marketable securities, which we believe will provide sufficient funding for us to meet our liquidity requirements for the foreseeable future.

Our principal liquidity requirements are to fund working capital, research and development, including clinical trials, capital expenditures primarily related to investment in surgical sets required to maintain and expand our business, service our 2025 Notes, and potential future business or intellectual property acquisitions.

Our principal liquidity requirements are to fund working capital, research and development, including clinical trials, capital expenditures primarily related to investment in surgical sets required to maintain and expand our business, contingent consideration achievement obligations, potential future business or intellectual property acquisitions, and to service our 2025 Notes.

We expect to continue to make investments in surgical sets as we launch new products, increase the size of our U.S.

sales force, and expand into international markets.

Additionally, we have varying needs for cash in connection with our Senior Convertible Notes, of which $450 million of Senior Convertible Notes are due March 2025, as well as for certain acquisition-related obligations and contingent consideration achievements.

Our Senior Convertible Notes, with a principal balance of $450 million, are due March 2025.

We anticipate being able to support this need through existing or new sources of liquidity.

Future litigation or requirements to escrow funds could also materially impact our liquidity and our ability to invest in and operate our business on an ongoing basis.

We may, however, require additional liquidity as we continue to execute our business strategy.

We may, require additional liquidity as we continue to execute our business strategy.

To the extent that we require new sources of liquidity, we may consider incurring debt, including borrowing against our existing credit facility, convertible debt instruments, and/or raising additional funds through an equity offering.

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We may request an increase in the revolving commitments in an aggregate amount not to exceed (i) $200 million or (ii) so long as the Leverage Ratio (as defined in the September 2023 Credit Agreement) is at least 0.25 to 1.00 less than the applicable Leverage Ratio then required under the September 2023 Credit Agreement, an unlimited amount.

Revolving Loans under the September 2023 Credit Agreement bear interest at either a base rate or the Term SOFR Rate (as defined in the Revolving Credit Facility) plus, in each case, an applicable margin, as determined in accordance with the provisions of the September 2023 Credit Agreement.

Revolving Loans under the September 2023 Credit Agreement bear interest at either a base rate or the Term SOFR Rate (as defined in the September 2023 Credit Agreement) plus, in each case, an applicable margin, as determined in accordance with the provisions of the September 2023 Credit Agreement.

The Applicable Margin ranges from 0.125% to 0.625% for the Base Rate and 1.125% to 1.625% for the Term SOFR Rate.

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The September 2023 Credit Agreement contains financial and other customary covenants, including a funded net indebtedness to adjusted EBITDA ratio.

As of December 31, 2023, we have not borrowed under the September 2023 Credit Agreement and we are in compliance with all covenants.

As of December 31, 2024, we have not borrowed under the September 2023 Credit Agreement and are in compliance with all covenants.

Contractual Obligations and Commitments

In connection with the Merger, the Company acquired additional obligations and commitments, including, but not limited to (i) the 2025 Notes, with a principal balance of $450.0 million, (ii) contingent consideration arrangements associated with certain historical NuVasive acquisitions, and (iii) operating lease and finance lease obligations.

In connection with the NuVasive Merger, the Company acquired additional obligations and commitments, including, but not limited to (i) the 2025 Notes, with a principal balance of $450.0 million, (ii) contingent consideration arrangements associated with certain historical NuVasive acquisitions, and (iii) operating lease and finance lease obligations.

Refer to the Notes to the consolidated financial statements for further description of our 2025 Notes (Note 11), contingent consideration arrangements (Notes 6 and 15), and lease obligations (Note 17).

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Cash Provided by Operating Activities

The higher net cash provided by operating activities for the year ended December 31, 2023 was primarily the result of higher net income after adjusting out non-cash add-backs and non-cash expenses, such as amortization of purchase accounting related fair value step up, amortization, and stock based compensation, partially offset by unfavorable change in deferred income taxes.

The higher net cash provided by operating activities for the year ended December 31, 2024 was primarily the result of higher net income after adjusting out non-cash add-backs and non-cash expenses, primarily due to the NuVasive Merger.

These include increased amortization of purchase accounting related fair value step-up of inventory of $143.7 million, increased depreciation and amortization of $109.3 million, a favorable change in inventory of $40.5 million, and increased amortization of the fair value step-up with respect to our 2025 Notes of $18.5 million, partially offset by unfavorable changes in deferred income taxes of $80.7 million and in accounts receivable of $28.1 million.

Cash Used in Investing Activities

The higher cash provided by investing activities for the year ended December 31, 2023 was primarily from net inflows of purchases, maturities, and sales of marketable securities, partially offset by acquisition of businesses net of cash acquired and higher purchases of property and equipment.

Cash Provided by Financing Activities

The higher net cash used in financing activities for the year ended December 31, 2023 was primarily the result of higher repurchases of Class A common stock and lower proceeds from exercise of stock options.

The higher cash used in investing activities for the year ended December 31, 2024 was due primarily to decreases in marketable securities net inflows of $720.3 million as we manage our liquidity, as well as increased purchases of property and equipment of $37.2 million primarily driven by increased production resulting from the NuVasive Merger.

These were partially offset by decreased outflows for the acquisition of businesses, net of cash acquired of $278.4 million, with individually immaterial acquisitions occurring in the current period as compared to the prior period that was primarily driven by the NuVasive Merger.

Cash Used in by Financing Activities

The lower net cash used in financing activities for the year ended December 31, 2024 was primarily the result of decreased repurchases of Class A Common of $139.8 million, and higher proceeds from the exercise of stock options of $98.0 million partially offset by increased payments of business acquisition-related liabilities of $37.6 million.

A discussion of our cash flows for the year ended December 31, 2023 can be found in “ Part II, Item 7.

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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-K

Item 7. Management’s Discussion and Analysis