What changed in this filing

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Item 2. Management’s Discussion and Analysis

2025-08-07 compared with 2025-05-08 · 130 added, 40 removed, 145 unchanged (54% of the section changed)

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Musculoskeletal Solutions and Enabling Technologies .

As previously announced, on February 6, 2025, the Company entered into the Nevro Merger Agreement with Nevro and Palmer Merger Sub Inc, a wholly owned subsidiary of the Company (“Palmer Merger Sub”).

On April 3, 2025, pursuant to the terms of the Nevro Merger Agreement, Palmer Merger Sub merged with and into Nevro (the “Nevro Merger”), with Nevro surviving as a wholly owned subsidiary of the Company.

At the consummation of the Nevro Merger, each issued and outstanding share of common stock of Nevro, $0.001 par value per share, was converted into cash in an amount equal to $5.85 per share of Nevro Common stock.

Product & Service Categories

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Musculoskeletal Solutions

Our Musculoskeletal Solutions consist primarily of implantable devices, biologics, accessories, unique surgical instruments, and neuromonitoring services, used in an expansive range of spinal, orthopedic and neurosurgical procedures.

Our Musculoskeletal Solutions consist primarily of implantable devices, biologics, accessories, unique surgical instruments, spinal cord stimulation treatment therapy, and neuromonitoring services, used in an expansive range of spinal, orthopedic and neurosurgical procedures.

Musculoskeletal disorders are a leading driver of healthcare costs worldwide.

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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.

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

Our spinal cord stimulation treatment therapy uses neuromodulation technology delivered by an implantable device that delivers electrical impulses to treat chronic pain.

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

Enabling Technologies

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sales force and we intend to add additional direct and distributor sales representatives in the future.

During the three months ended March 31, 2025, international net sales accounted for approximately 19.1% of our total net sales.

During the six months ended June 30, 2025, international net sales accounted for approximately 19.2% of our total net sales.

We have sold our products and services in approximately 62 countries other than the United States through a combination of sales representatives employed by us and exclusive international distributors.

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

Three Months Ended March 31, 2025 Compared to the Three Months Ended March 31, 2024

Three Months Ended June 30, 2025 Compared to the Three Months Ended June 30, 2024

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:

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Total net sales

In the United States, the increase in net sales was $0.9 million, or 0.2%, for the three month period ended March 31, 2025.

From a product standpoint, domestic musculoskeletal solutions sales increased by $7.9 million, mainly driven by sales increases in spine products of $8.9 million, offset by a decrease in neuromonitoring solutions products and services of $3.2 million.

In the United States, the increase in net sales was $101.3 million, or 20.3%, for the three month period ended June 30, 2025.

From a product standpoint, domestic musculoskeletal solutions sales increased by $101.3 million, primarily driven by Nevro sales of $82.1 million, and musculoskeletal solutions sales increased by $23.4 million, offset by a decrease in neuromonitoring solutions products and services of $2.4 million.

Domestic enabling technology sales decreased by $2.8 million compared to the prior year, driven by lower unit placement.

International net sales decreased by $9.5 million, or 7.7% for the three month period ended March 31, 2025.

From a product standpoint, the decrease was mainly due to musculoskeletal solutions sales of $6.7 million, primarily driven by a decrease in sales of spine products.

Regionally, the decline was mainly due to the Europe and Middle East region by $4.6 million, Latin America region by $3.4 million and Asia Pacific region by $1.4 million.

International enabling technology sales decreased by $2.8 million compared to the three months ended March 31, 2024, driven by lower unit placement .

International net sales increased by $14.3 million, or 11.0% for the three month period ended June 30, 2025.

From a product standpoint, the increase was primarily driven by Nevro sales of $12.5 million and an increase in musculoskeletal solutions spine product sales of $4.6 million.

From a geographic standpoint, the Europe and Middle East region increased by $13.1 million and the Asia Pacific region increased by $4.6 million offset by a decrease in Latin America region of $3.4 million.

International Enabling

Technology Sales increased by $1.1 million compared to the three months ended June 30, 2024, primarily driven by higher unit placement .

Cost of Sales

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Percentage of net sales

The $46.1 million or 19.1% decrease in cost of sales was driven primarily by decreased amortization of inventory fair value step-up of $ 53.6 million, a decrease to inventory product costs of $7.6 million and changes in excess and obsolete inventory reserves of $4.2 million, offset by an increase in depreciation of $11.6 million.

The $11.3 million or 4.3% decrease in cost of sales was driven primarily by decreased amortization of inventory fair value step-up of $47.7 million, partially offset by an increase due to the cost of sales from Nevro products of $31.8 million and an increase in depreciation of $3.3 million.

Research and Development Expenses

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Percentage of net sales

The $24.2 million or 42.3% decrease in research and development expenses was primarily driven by a decrease of $12.6 million in acquired intellectual property research and development, a decrease in personnel related expenses of $9.1 million due to a decrease in headcount and a decrease in parts expended in development of $2.5 million.

The $2.3 million or 6.0% increase in research and development expenses was primarily driven by an increase of $6.9 million for Nevro expenses, partially offset by a decrease of $5.3 million of personnel-related expenses.

Selling, General and Administrative Expenses

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Percentage of net sales

The decrease of $5.9 million or 2.4% in selling, general and administrative expenses was primarily driven by a decrease in consulting and outside service expenses by $7.2 million, offset by an increase in taxes and fees of $2.6 million.

The increase of $64.2 million or 26.8% in selling, general and administrative expenses was primarily driven by an increase of $60.7 million of expenses from the Nevro Merger.

The remaining difference was primarily driven an increase in provision for litigation of $4.0 million.

Amortization of Intangibles

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Percentage of net sales

Amortization of intangibles decreased by $0.9 million or 2.9% for the three month period ended March 31, 2025 due to the finalization of re-acquired rights expenses in the current period, as compared to the three month period ended March 31, 2024.

Amortization of intangibles increased by $0.5 million or 1.6% for the three month period ended June 30, 2025 due to the acquisition of Nevro intangibles contributing $1.5 million of expense, partially offset by the finalization of amortization of other intangible assets as compared to the three month period ended June 30, 2024.

Acquisition-Related Costs

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Percentage of net sales

The decrease in acquisition-related costs compared to prior year was due primarily to minimal acquisition-related expenses in the current period compared to the three months ended March 31, 2024.

The increase in acquisition-related costs was primarily due to expenses incurred during the three months ended June 30, 2025 that were associated with the Nevro Merger.

During the three months ended June 30, 2024, the expenses were primarily comprised of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in contract terms, market conditions and the achievement of certain performance conditions .

Restructuring Costs

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Percentage of net sales

The decrease in restructuring costs of $19.1 million compared to prior year was due primarily to the 2024 Synergy Plan employee termination benefit expenses for the three months ended March 31, 2024.

The increase in restructuring costs of $14.1 million compared to the prior year was due primarily to the 2024 Synergy Plan and the 2025 Strategic Integration Plan employee termination benefit expenses occurring during the three months ended June 30, 2025 compared to the three months ended June 30, 2024.

Bargain Purchase Gain

Three Months Ended

(In thousands, except percentages)

Bargain purchase gain

Percentage of net sales

The increase of $110.6 million was due to the bargain purchase gain related to the Nevro Merger as of June 30, 2025.

Other Income/(Expense), Net

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(In thousands, except percentages)

Other income, net

Other income/(expense), net

Percentage of net sales

The increase of $23.2 million in other income/(expense), was due primarily to $4.3 million of foreign currency gain in the current period as compared to a $15.4 million loss in the prior period.

Additionally, there was an increase in interest income of $3.4 million driven by higher average balances across the company’s marketable securities, cash and cash equivalents in the current period as compared to the three months ended March 31, 2024.

The increase of $3.5 million in other income/(expense), was due primarily to a decrease in interest expense of $6.4 million due to the expiration of the 2025 Notes in the first quarter of 2025, and an increase in foreign currency gains of $0.7 million.

This was partially offset by a decrease of $3.4 million in interest income due to a lower average balance across the company’s marketable securities, cash and cash equivalents in the current period as compared to the three months ended June 30, 2024.

Income Tax Provision/(Benefit)

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(In thousands, except percentages)

Income tax provision

Effective income tax rate

For the three months ended June 30, 2025, the decrease in the effective tax rate was due primarily to the $34.8 million release of valuation allowances on certain deferred tax assets and the impact of the non-taxable bargain purchase gain of $110.6 million, with no comparable event in the prior period.

A discussion of our Results of Operations for the three months ended June 30, 2024, can be found in “ Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations;

Three Months Ended June 30, 2024 Compared to the Three Months Ended June 30 2023.

” on our Form 10-Q filed on August 6, 2024 .

Six Months Ended June 30, 2025 Compared to the Six Months Ended June 30, 2024

Six Months Ended

(In thousands, except percentages)

United States

International

Total net sales

In the United States, the increase in net sales was $102.3 million, or 10.4%, for the six month period ended June 30, 2025.

From a product standpoint, domestic musculoskeletal solutions sales increased by $112.0 million, primarily driven by Nevro sales of $82.1 million, along with an increase in other musculoskeletal solutions sales of $32.3 million.

This was partially offset by a decrease in neuromonitoring solutions products and services of $5.7 million.

Domestic Enabling Technology sales decreased by $9.7 million compared to the prior year, primarily driven by lower unit placement.

International net sales increased by $4.9 million, or 1.9% for the six month period ended June 30, 2025.

From a product standpoint, the increase was primarily driven by Nevro sales of $12.5 million and an increase in other musculoskeletal solutions sales of $3.0 million.

From a geographic standpoint, the Europe and Middle East region increased by $8.5 million and the Asia Pacific region increased by $3.1 million.

This was partially offset by a decrease in Latin America region by $6.8 million.

International Enabling Technology sales increased by $1.7 million compared to the six months ended June 30, 2024, primarily driven by higher unit placement .

Cost of Sales

Six Months Ended

(In thousands, except percentages)

Cost of sales (exclusive of amortization of intangibles)

Percentage of net sales

The $57.4 million or 11.4% decrease in cost of sales was primarily driven by decreased amortization of inventory fair value step-up of $101.3 million, partially offset by an increase due to the cost of sales from Nevro products of $31.7 million, and an increase in depreciation of $15.1 million.

Research and Development Expenses

Six Months Ended

(In thousands, except percentages)

Research and development

Percentage of net sales

The $22.0 million or 23.1% decrease in research and development expenses was primarily driven by a decrease of $14.5 million in employee related expenses, excluding Nevro employee related expenses, and a decrease of $12.6 million in acquired intellectual property research and development.

This was partially offset by an increase of $6.9 million for Nevro expenses.

Selling, General and Administrative Expenses

Six Months Ended

(In thousands, except percentages)

Selling, general and administrative

Percentage of net sales

The increase of $58.3 million or 11.9% in selling, general and administrative expenses was primarily driven by an increase of $60.7 million for Nevro expenses.

The remaining difference was primarily driven by a decrease in taxes and fees by $3.1 million.

Amortization of Intangibles

Six Months Ended

(In thousands, except percentages)

Amortization of intangibles

Percentage of net sales

Amortization of intangibles decreased by $0.4 million or 0.7% for the six month period ended June 30, 2025 due to the finalization of re-acquired rights expensed in the current period, offset by $1.5 million of amortization from the newly acquired Nevro related intangible assets, as compared to the six month period ended June 30, 2024.

Acquisition-Related Costs

Six Months Ended

(In thousands, except percentages)

Acquisition-related costs

Percentage of net sales

The increase in acquisition-related costs was primarily due to expenses incurred during the six months ended June 30, 2025 that were associated with the Nevro Merger.

During the six months ended June 30, 2024, the expenses were primarily comprised of charges recorded from changes in the fair value of business acquisition liabilities driven by changes in contract terms, market conditions and the achievement of certain performance .

Restructuring Costs

Six Months Ended

(In thousands, except percentages)

Restructuring Costs

Percentage of net sales

The decrease in restructuring costs of $5.0 million compared to the prior year was due to lower employee termination benefit expenses from the 2024 Synergy Plan and 2025 Strategic Integration Plan in the six months ended June 30, 2025 as compared to the expenses from the 2024 Synergy Plan for the six months ended June 30, 2024.

Bargain Purchase Gain

Six Months Ended

(In thousands, except percentages)

Bargain purchase gain

Percentage of net sales

The increase of $110.6 million was due to the bargain purchase gain related to the Nevro Merger as of June 30, 2025

Other Income/(Expense), Net

Six Months Ended

(In thousands, except percentages)

Other income/(expense), net

Percentage of net sales

The increase of $26.8 million in other income/(expense), was due primarily to $4.3 million of foreign currency gain in the current period as compared to a $16.1 million loss in the prior period.

Additionally, there was a decrease in interest expense of $6.6 million driven by the 2025 Notes being settled in the first quarter of 2025 as compared to the six months ended June 30, 2024.

Income Tax Provision/(Benefit)

Six Months Ended

(In thousands, except percentages)

Income tax provision/(benefit)

Effective income tax rate

For the three months ended March 31, 2025, the increase in the effective tax rate was due primarily to income before taxes of $103.7 million as compared to a loss of $8.6 million for the three months ended March 31, 2024, and one-time tax adjustments as a percentage of income/(loss) before taxes.

A discussion of our Results of Operations for the three months ended March 31, 2024, can be found in “ Part I, Item 2.

For the six months ended June 30, 2025, the decrease in the effective tax rate was due primarily to the $34.8 million release of valuation allowances on certain deferred tax assets and the impact of the non-taxable bargain purchase gain of $110.6 million, with no comparable event in the prior period.

A discussion of our Results of Operations for the six months ended June 30, 2024, can be found in “ Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations;

Three Months Ended March 31, 2024 Compared to the Three Months Ended March 31 2023.

” on our Form 10-Q filed on May 7, 2024 .

Six Months Ended June 30, 2024 Compared to the Six Months Ended June 30 2023.

” on our Form 10-Q filed on August 6, 2024 .

Liquidity and Capital Resources

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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 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.

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 (as defined in the September 2023 Credit Agreement) and 1.125% to 1.625% for the Term SOFR Rate.

We may also request Swingline Loans (as defined in the September 2023 Credit Agreement) at either the Base Rate or the Daily 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 March 31, 2025, we have not borrowed under the September 2023 Credit Agreement and we are in compliance with all covenants.

The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activities for the three months ended March 31, 2025 and 2024, respectively:

Three Months Ended

As of June 30, 2025, we have no outstanding borrowings under the September 2023 Credit Agreement and we are in compliance with all covenants.

The following table summarizes, for the periods indicated, cash flows from operating, investing and financing activities for the six months ended June 30, 2025 and 2024, respectively:

Six Months Ended

(In thousands)

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Cash Provided by Operating Activities

The higher net cash provided by operating activities for the three month period ended March 31, 2025 was primarily the result of higher net income of $82.6 million and favorable changes in accounts receivable of $59 million, partially offset by a decrease in non-cash expense add backs of $10.0 million.

This is primarily a result of a decrease in amortization of inventory fair value step-up of $53.7 million and acquisition of in-process research and development of $12.6 million.

These were partially offset by a favorable change in deferred income taxes of $45.6 million and an increase in depreciation and amortization of $10.8 million.

The higher net cash provided by operating activities for the six month period ended June 30, 2025 was primarily the result of higher net income of $253.7 million and favorable changes in accounts receivable of $144.6 million, partially offset by a decrease in non-cash expense add backs of $227.6 million.

This was primarily a result of a decrease in amortization of inventory fair value step-up of $101.3 million, the bargain purchase gain of $110.6 million, and a $17.9 million increase in net gain from foreign currency adjustments.

Cash Used in Investing Activities

The higher cash provided by investing activities for the three month period ended March 31, 2025, was primarily due to increased inflows from maturities of marketable securities of $58.5 million and increased sales of marketable securities of $113 million.

The higher cash used in investing activities for the six month period ended June 30, 2025, was primarily due to an increased outflow of $235 million in acquisition related costs partially offset by increased sales of marketable securities of $108 million.

Cash Used in Financing Activities

The higher net cash used in financing activities for the three month period ended March 31, 2025, was primarily the result of the repayment of the senior convertible notes of $450.0 million and increased repurchases of Class A common stock of $107.1 million, partially offset by decreased payments of business acquisition-related liabilities of $26.6 million.

A discussion of our Cash Flows for the three months ended March 31, 2024, can be found in “ Part I, Item 2.

The higher net cash used in financing activities for the six month period ended June 30, 2025, was primarily the result of the repayment of the senior convertible notes of $450.0 million and increased repurchases of Class A common stock of $130.7 million, partially offset by decreased payments of business acquisition-related liabilities of $26.1 million.

A discussion of our Cash Flows for the six months ended June 30, 2024, can be found in “ Part I, Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations:

Results of Operations;

” on our Form 10-Q filed on May 7, 2024 .

” on our Form 10-Q filed on August 6, 2024 .

Contractual Obligations and Commitments

In connection with the NuVasive Merger, the Company acquired additional obligations and commitments, including, but not limited to (i) contingent consideration arrangements associated with certain historical NuVasive acquisitions, ii) senior convertible notes, and iii) operating lease and finance lease obligations.

In connection with the NuVasive and Nevro Mergers, the Company acquired additional obligations and commitments, including, but not limited to (i) contingent consideration arrangements associated with certain historical acquisitions, (ii) senior convertible notes, and (iii) operating lease and finance lease obligations.

Refer to the Notes to the condensed consolidated financial statements for further description of contingent consideration arrangements (Notes 6), debt (Note 11), and lease obligations (Note 16).

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Notes to Condensed Consolidated Financial Statements (Unaudited);

Summary of Significant Accounting Policies;

(q) Recently Adopted Accounting Pronouncements” above.

Summary of Significant Accounting Policies, (p) Recently Issued Accounting Pronouncements and (q) Recently Adopted Accounting Pronouncements” above.

Cautionary Note Concerning Forward-Looking Statements

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Forward-looking statements are only predictions and are subject to many risks, uncertainties and other factors that may affect our businesses and operations and could cause actual results to differ materially from those predicted.

These risks and uncertainties include, but are not limited to, the risks and costs associated with the integration of the NuVasive business and our ability to successfully integrate and achieve anticipated synergies with the integration, health epidemics, pandemics and similar outbreaks, factors affecting our quarterly results, our ability to manage our growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with changes and applicable laws and regulations that are applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, and general economic conditions, and other risks set forth in this Quarterly Report on Form 10-Q and throughout our Annual Report on Form 10-K for the year ended December 31, 2024 , particularly those set forth under “Item 1.

growth, our ability to sustain our profitability, demand for our products, our ability to compete successfully (including without limitation our ability to convince surgeons to use our products and our ability to attract and retain sales and other personnel), our ability to rapidly develop and introduce new products, our ability to develop and execute on successful business strategies, our ability to comply with changes and applicable laws and regulations that are applicable to our businesses, our ability to safeguard our intellectual property, our success in defending legal proceedings brought against us, trends in the medical device industry, and general economic conditions, and other risks set forth in this Quarterly Report on Form 10-Q and throughout our Annual Report on Form 10-K for the year ended December 31, 2024 , particularly those set forth under “Item 1.

Business,” “Item 1A.

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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-Q

Item 2. Management’s Discussion and Analysis