Description of Business and Basis of Presentation | 1. Description of Business and Basis of Presentation Description of Business NuVasive, Inc. (the “Company” or “NuVasive”) was incorporated in Delaware on July 21, 1997, and began commercializing its products in 2001. The Company’s principal product offering includes a minimally-disruptive surgical platform called Maximum Access Surgery, or MAS. The MAS platform combines three categories of solutions that collectively minimize soft tissue disruption during spine fusion surgery, provide maximum visualization and are designed to enable safe and reproducible outcomes for the surgeon and the patient. The platform includes the Company’s proprietary software-driven nerve detection and avoidance systems and Intraoperative Monitoring (“IOM”) services and support; MaXcess, an integrated split-blade retractor system; and a wide variety of specialized implants and biologics. To assist with surgical procedures the Company offers a technology platform called Integrated Global Alignment (“iGA”); in which products and computer assisted technology under the MAS platform help achieve more precise spinal alignment. The individual components of the MAS platform, and many of the Company’s products, can also be used in open or traditional spine surgery. The Company continues to focus research and development efforts to expand its MAS product platform and advance the applications of its unique technology into procedurally-integrated surgical solutions. The Company dedicates significant resources toward training spine surgeons on its unique technology and products. The Company’s primary business model is to loan its MAS systems to surgeons and hospitals that purchase implants, biologics and disposables for use in individual procedures. In addition, for larger customers, the Company’s proprietary nerve monitoring systems, MaXcess and surgical instrument sets are placed with hospitals for an extended period at no up-front cost to them. The Company also offers a range of bone allograft in patented saline packaging, disposables and spine implants, which include its branded CoRoent products and fixation devices such as rods, plates and screws. The Company sells MAS instrument sets, MaXcess and nerve monitoring systems to hospitals, however, such sales are immaterial to the Company’s results of operations. The Company also designs and sells expandable growing rod implant systems that can be non-invasively lengthened following implantation with precise, incremental adjustments via an external remote controller using magnetic technology called MAGnetic External Control, or MAGEC, which allows for the minimally invasive treatment of early-onset and adolescent scoliosis. This technology is also the basis for the Company’s PRECICE limb lengthening system, which allows for the correction of long bone limb length discrepancy, as well as enhanced bone healing in patients that have experienced traumatic injury. The Company intends to continue development on a wide variety of projects intended to broaden surgical applications for greater procedural integration of its MAS techniques and additional applications of the MAGEC technology. Such applications include tumor, trauma, and deformity, as well as increased fixation options, sagittal alignment products, imaging and navigation. The Company also expects to continue expanding its other product and services offerings as it executes on its strategy to offer customers an end-to-end, integrated procedural solution for spine surgery. The Company intends to continue to pursue business and technology acquisition targets and strategic partnerships. Basis of Presentation and Principles of Consolidation The accompanying Unaudited Consolidated Financial Statements include the accounts of the Company and its majority-owned or controlled subsidiaries, collectively referred to as either NuVasive or the Company. The Company translates the financial statements of its foreign subsidiaries using end-of-period exchange rates for assets and liabilities and average exchange rates during each reporting period for results of operations. When there is a portion of equity in an acquired subsidiary not attributable, directly or indirectly, to the respective parent entity, the Company records the fair value of the non-controlling interest at the acquisition date and classifies the amounts attributable to non-controlling interest separately in equity in the Company's Consolidated Financial Statements. Any subsequent changes in a parent's ownership interest while the parent retains its controlling financial interest in its subsidiary are accounted for as equity transactions. All significant intercompany balances and transactions have been eliminated in consolidation. The accompanying Unaudited Consolidated Financial Statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). Pursuant to these rules and regulations, the Company has condensed or omitted certain information and footnote disclosures it normally includes in its annual Consolidated Financial Statements prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Operating results for the three months ended March 31, 2018 are not necessarily indicative of the results that may be expected for any other interim period or for the full year. These Unaudited Consolidated Financial Statements should be read in conjunction with the audited Consolidated Financial Statements and notes thereto for the year ended December 31, 2017 included in the Company’s Annual Report on Form 10-K filed with the SEC. In the opinion of management, the Unaudited Consolidated Financial Statements and notes thereto include all adjustments that are of a normal and recurring nature that are necessary for the fair presentation of the Company’s financial position and of the results of operations and cash flows for the periods presented. The Company has reclassified historically presented revenue and cost of revenue to conform to the current year presentation, which now reflects revenue and costs allocated to the Company’s product and service offerings. T Revenue from Contracts with Customers (“ASU 2014-09”) on January 1, 2018 adopted Accounting Standards Codification 606 Revenue from Contracts with Customers (“ASC 606”), electing full retrospective method of adoption. Use of Estimates To prepare financial statements in conformity with GAAP, management must make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. Recent Accounting Pronouncements Not Yet Adopted In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2016-02, Leases, In June 2016, the FASB issued Accounting Standards Update No. 2016-13, Financial Instruments – Credit Losses The Company believes the adoption will modify the way the Company analyzes financial instruments, but it does not anticipate a material impact on results of operations. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, Intangibles – Goodwill and Other In July 2017, the FASB issued Accounting Standards Update No. 2017-11, Earnings Per Share, Distinguishing Liabilities from Equity, Derivatives and Hedging early adoption is permitted. In August 2017, the FASB issued Accounting Standards Update No. 2017-12, Derivatives and Hedging Recently Adopted Accounting Standards In May 2014, the FASB issued Accounting Standard Update No. 2014-09 Revenue from Contracts with Customers Revenue from Contracts with Customers Prior to the adoption of ASC 606, the Company recognized revenue in accordance with ASC 605 when all four of the following criteria were met: (i) persuasive evidence that an arrangement exists; (ii) delivery of the products and/or services has occurred; (iii) the selling price is fixed or determinable; and (iv) collectability is reasonably assured. Specifically, revenue from the sale of implants, biologics and disposables was generally recognized upon a purchase order from the hospital or acknowledgment from the hospital indicating product use or implantation or upon shipment to third-party customers who immediately accepted title. Revenue from the sale of instrument sets was recognized upon receipt of a purchase order and the subsequent shipment to customers who immediately accepted title. Revenue from neuromonitoring services was recognized in the period the service was performed for the amount of payment expected to be received. The Company adopted ASC 606 as of January 1, 2018, electing full retrospective method of adoption, which resulted in a change in its accounting policy for revenue recognition and related adjustments to the Consolidated Financial Statements for all periods presented. The Company applied the practical expedients permitted under ASC 606 for which (i) contracts with customers originating prior to January 1, 2016 do not require disclosure for the amount of consideration allocated to remaining performance obligations or an explanation of when the Company expects to recognize that amount as revenue; (ii) contracts beginning and completing in the same annual reporting period need not be restated; and (iii) hindsight for estimating variable consideration for completed contracts is permitted. The Company recognizes revenue from spinal surgery hardware and ancillary products at a point in time in two types of transactions: (i) procedural based transactions with products used during surgery defined as “charge sheet orders”, and (ii) shipping transactions which represent the stocking of product or the purchase of instrumentation to support future surgeries defined as “stocking and capital orders”. The Company also recognizes revenue at a point in time associated with surgical-related servicing procedures, including neuromonitoring services which are defined as “surgical-related services”. Other sources of revenue, such as leasing revenue and royalties, are immaterial to the Consolidated Financial Statements. For charge sheet orders, the sale occurs when the surgery is performed and a charge sheet is submitted to the Company by its sales representative identifying the products consumed during the surgery. The Company obtains an authorization or acknowledgment from the hospital to complete the invoicing process. Under ASC 605, persuasive evidence of an arrangement and delivery of product was deemed to have occurred once the charge sheet was processed, and an associated authorization or acknowledgement from the customer was received. Under ASC 606, the Company’s charge sheet orders are considered to be a contract with a customer when the Company agrees to attend a scheduled surgery with its products as requested by the hospital or surgeon. The performance obligation is considered to be complete once the hospital takes control of the product, it is implanted into a patient and there is sufficient evidence regarding the specific usage and pricing of the product used. The scheduling of the surgery and the usage of Company products is determined to be a contract, and recognition of revenue under ASC 606 occurs upon the completion of the surgical event and consumption of product. In the event that information related to the surgical event and consumption of product is not readily available the Company recognizes revenue upon a purchase order from the hospital or acknowledgment from the hospital indicating product use. For stocking and capital orders, under ASC 605, delivery was deemed to have occurred when the title, including all risks and rewards of ownership of the products specified in the sales agreement had passed to the buyer. Accordingly, title, including all risks and rewards of ownership, passed based on the shipping terms. Under ASC 606, the Company’s stocking and capital order performance obligation is considered to be satisfied when the hospital assumes control of the asset, either upon shipment or delivery depending on the terms, and ability to direct the use of the asset as appropriate without the Company’s consent. Under ASC 605, revenue from surgical-related services, such as neuromonitoring services, was recognized in the period the service was performed based on the delivery of a services report to the customer. The Company recognized revenue for the amount of payment expected to be received. In accordance with ASC 606, the Company enters into a contract with a customer when the hospital or surgeon requests the Company to attend a scheduled surgery with its products and services. The Company recognizes revenue at the time of the surgical procedure (when service and control is transferred to the customer), and bills either hospitals or insurance companies for different aspects of the service, as applicable. Revenue from insurance companies is recognized using the expected value method, as the Company bills at a gross rate which is generally not the rate ultimately collected. A contract is deemed to be in place for the expected amount of consideration to be received for the services with respect to hospitals and insurance companies, each of which are deemed to have the ability to pay for the services rendered. Under ASC 605, the Company has historically estimated the amounts of returns, trade-ins, discounts, rebates, credits or incentives as offsets to the total transaction price or revenue associated with the sale. In limited situations, when historical information was not available or reliable, the Company would defer revenue recognition until completion of all performance obligations. Under ASC 606, the Company analyzes sales that could include variable consideration, and estimates the expected or most likely amount of revenue after returns, trade-ins, discounts, rebates, credits, and incentives. In making these estimates, the Company considers whether the amount of variable consideration is constrained and is included in revenue only to the extent that it is probable that a significant reversal of the revenue recognized will not occur when the uncertainty associated with the variable consideration is subsequently resolved. The Company earns sales-based royalty revenue over time from sales of products using existing biologics intellectual property (“IP”) that is out-licensed to certain companies. Under ASC 605, royalty revenue was recognized as earned and when collection was reasonably assured and was generally estimated and recorded in the same period as the sales that generated the royalty obligation. ASC 606 provides an exception for sales or usage-based royalties from the guidance for accounting for variable consideration, allowing the royalty revenue from the license of IP to be recognized when the performance obligation has been satisfied and the subsequent sale has occurred. Therefore, the Company estimates monthly royalty revenue as its performance obligation is satisfied. The Company does not expect a significant impact to royalty revenue under the adoption of ASC 606 as it has historically estimated and accrued royalty revenue in the period earned. The Company historically expensed incremental costs, such as commissions associated with sales contracts, as incurred. Under ASU 2014-09, ASC 340-40 Other Assets and Deferred Costs was added along with ASC 606 to codify accounting guidance for the incremental costs to obtain or fulfill a contract with a customer. Under the guidance, the incremental costs must be deferred and recorded over the period in which the contract revenue is recognized. The Company typically does not associate quarterly or annual sales bonuses directly with a sale or master contract; however, commissions are directly associated with individual sales and expensed in the same period as the related contract revenue. The associated commissionable sales would not typically have a future benefit unless the revenue is recognized over time. The Company does not typically have situations where revenue is deferred in excess of one year. Given the practical expedient for contracts completing within one year, the Company does not expect these capitalized costs to be material in a given period. The cumulative effect of the change on retained earnings for the full retrospective method of adoption of ASC 606 was $0.3 million as of December 31, 2017. NUVASIVE, INC. CONSOLIDATED BALANCE SHEET (in thousands) (Unaudited) (Unaudited) As of December 31, 2017 As reported Adjustments As Adjusted Accounts receivable, gross $ 212,709 $ 537 [a] $ 213,246 Allowances on accounts receivable (13,669 ) 643 [b] (13,026 ) Inventory, net 247,245 (107 ) [c] 247,138 Other current assets 112,705 — 112,705 Total current assets 558,990 1,073 560,063 Remaining other assets 1,080,077 — 1,080,077 Total assets $ 1,639,067 $ 1,073 $ 1,640,140 Accounts payable and accrued liabilities 75,076 691 [d] 75,767 Accrued payroll and related expenses 55,582 36 [e] 55,618 Other current liabilities 30,010 — 30,010 Total current liabilities 160,668 727 161,395 Deferred and income tax liabilities, non-current 18,786 84 [f] 18,870 Other long-term liabilities 660,459 — 660,459 Total NuVasive, Inc. stockholders’ equity 795,309 262 [g] 795,571 Non-controlling interests 3,845 — 3,845 Total equity 799,154 262 799,416 Total liabilities and equity $ 1,639,067 $ 1,073 $ 1,640,140 [a] Represents cumulative impact from January 1, 2016 to the period presented on accounts receivable for the full retrospective method of adoption of ASC 606. [b] Represents cumulative impact from January 1, 2016 to the period presented on allowances on accounts receivable for the full retrospective method of adoption of ASC 606. [c] Represents cumulative impact from January 1, 2016 to the period presented on inventory for the full retrospective method of adoption of ASC 606. [d] Represents cumulative impact from January 1, 2016 to the period presented on commissions payable and accrued returns for the full retrospective method of adoption of ASC 606. [e] Represents cumulative impact from January 1, 2016 to the period presented on commissions payable for the full retrospective method of adoption of ASC 606. [f] Represents cumulative impact from January 1, 2016 to the period presented on deferred tax liabilities for the full retrospective method of adoption of ASC 606. [g] Represents cumulative impact from January 1, 2016 to the period presented on retained earnings for the full retrospective method of adoption of ASC 606. NUVASIVE, INC. CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE INCOME (in thousands, except per share amounts) (Unaudited) As reported Adjustments As adjusted Three months ended March 31, 2017 Revenue Product revenue $ 225,806 $ (851 ) [a] $ 224,955 Service revenue 24,058 — 24,058 Total revenue 249,864 (851 ) 249,013 Cost of revenue (excluding amortization of intangible assets) Cost of products sold 46,071 (170 ) [b] 45,901 Cost of services 15,542 — 15,542 Total cost of revenue 61,613 (170 ) 61,443 Gross profit 188,251 (681 ) 187,570 Operating expenses: Sales, marketing and administrative 140,502 (134 ) [c] 140,368 Other operating expenses 24,530 — 24,530 Total operating expenses 165,032 (134 ) 164,898 Total interest and other expense, net (9,404 ) — (9,404 ) Income tax (expense) benefit (1,490 ) 205 [d] (1,285 ) Consolidated net income $ 12,325 $ (342 ) [e] $ 11,983 Add back net loss attributable to non-controlling interests $ (443 ) $ — $ (443 ) Net income attributable to NuVasive, Inc. $ 12,768 $ (342 ) [e] $ 12,426 Net income per share attributable to NuVasive, Inc.: Basic $ 0.25 $ 0.00 [f] $ 0.25 Diluted $ 0.22 $ 0.00 [f] $ 0.22 Comprehensive income attributable to NuVasive, Inc. $ 14,625 $ (342 ) [e] $ 14,283 [a] Represents net change in sales revenue for charge sheet orders recognized under ASC 606. [b] Represents net change in cost of products sold for charge sheet orders recognized under ASC 606. [c] Represents net change in accrued sales commissions for charge sheet orders recognized under ASC 606. [d] Represents deferred income tax liability on net change associated with charge sheet orders recognized under ASC 606. [e] Represents net income and comprehensive income resulting from net change in charge sheet orders recognized under ASC 606. [f] Represents earnings per share impact resulting from net change in charge sheet orders recognized under ASC 606. NUVASIVE, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (in thousands) (Unaudited) Three months ended March 31, 2017 As reported Adjustments As adjusted Consolidated net income $ 12,325 $ (342 ) [a] $ 11,983 Adjustments to reconcile net income to net cash provided by operating activities: Reserves on current assets (2,153 ) 155 [b] (1,998 ) Deferred income tax expense (benefit) 1,645 (205 ) [c] 1,440 Other adjustments to reconcile net income 44,909 — 44,909 Changes in operating assets and liabilities, net of effects from acquisitions: Accounts receivable 924 795 [d] 1,719 Inventory (13,630 ) (170 ) [e] (13,800 ) Prepaid expenses and other current assets (2,614 ) — (2,614 ) Accounts payable and accrued liabilities 593 (43 ) [f] 550 Accrued payroll and related expenses (12,531 ) (190 ) [f] (12,721 ) Income taxes (1,298 ) — (1,298 ) Net cash provided by operating activities 28,170 — 28,170 Net cash used in investing activities (38,294 ) — (38,294 ) Net cash used in financing activities (10,127 ) — (10,127 ) Effect of exchange rate changes on cash 758 — 758 Decrease in cash, cash equivalents and restricted cash $ (19,493 ) $ — $ (19,493 ) [a] Represents net income resulting from charge sheet orders recognized under ASC 606. [b] Represents net change in allowances on accounts receivable for charge sheet orders recognized under ASC 606. [c] Represents deferred income tax liability on net change associated with charge sheet orders recognized under ASC 606. [d] Represents net change in accounts receivable for charge sheet orders recognized under ASC 606. [e] Represents net change in inventory for charge sheet orders recognized under ASC 606. [f] Represents net change in accrued sales commissions for charge sheet orders recognized under ASC 606. In January 2016, the FASB issued Accounting Standards Update No. 2016-01, Financial Instruments-Overall: Recognition and Measurement of Financial Assets and Financial Liabilities provides a practicability exception for investments that do not have readily determinable fair values, practicability exception for measuring equity investments that do not have readily determinable fair market In August 2016, the FASB issued Accounting Standards Update No. 2016-15, Classification of Certain Cash Receipts and Cash Payments In November 2016, the FASB issued Accounting Standards Update No. 2016-18, Restricted Cash In January 2017, the FASB issued Accounting Standards Update No. 2017-01, Clarifying the Definition of a Business In February 2017, the FASB issued Accounting Standards Update No. 2017-05, Other Income – Gains and Losses from the Derecognition of Nonfinancial Assets In May 2017, the FASB issued Accounting Standards Update No. 2017-09, Compensation – Stock Compensation Revenue Recognition In accordance with ASC 606 guidance, the Company recognizes revenue upon the transfer of goods or services to a customer at an amount that reflects the expected consideration to be received in exchange for those goods or services. The principles in ASC 606 are applied using the following five steps: dentify the contract with a customer dentify the performance obligation(s) in the contract etermine the transaction price llocate the transaction price to the performance obligation(s) in the contract; ecognize revenue when (or as) the Company satisfies its performance obligation(s) Revenue from neuromonitoring services is recognized in the period the service is performed for the amount of consideration expected to be received. In certain cases, the Company does offer the ability for customers to lease instrumentation primarily on a non-sales type basis. Revenue associated with products holding rights of return or trade-in are recognized when the Company concludes there is not a risk of significant revenue reversal in future periods for the expected consideration in the transaction. Costs incurred by the Company associated with sales contracts with customers are deferred over the performance obligation period and recognized in the same period as the related revenue, with the exception of contracts that complete within one year or less, in which case the associated costs are expensed as incurred. Inventory Net inventory primarily consisted of $245.1 million of finished goods, $8.0 million of work in progress and $4.9 million of raw materials as of March 31, 2018. Net inventory as of December 31, 2017 consisted of $232.4 million of finished goods, $9.8 million of work in progress and $5.0 million of raw materials. Finished goods include specialized implants and disposables and are stated at the lower of cost or market determined by utilizing a standard cost method, which includes assessment of capitalized variances, which approximates the weighted average cost. Work in progress and raw materials represent the underlying material, and labor for work in progress, that ultimately yield finished goods upon completion and are subject to lower of cost or market. The Company reviews the components of its inventory on a periodic basis for excess and obsolescence and adjusts inventory to its net realizable value as necessary. Comprehensive Income Comprehensive income is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Comprehensive income includes net of tax, unrealized gains or losses on the Company’s marketable securities and foreign currency translation adjustments. The cumulative translation adjustments included in accumulated other comprehensive loss were $4.4 million and $6.9 million at March 31, 2018 and December 31, 2017, respectively. Product Shipment Costs Product shipment costs, included in sales, marketing and administrative expense in the accompanying Consolidated Statements of Operations, were $5.9 million for both the three months ended March 31, 2018 and March 31, 2017. The majority of the Company’s shipping costs are related to the loaning of instrument sets, which are not typically sold as part of the Company’s core sales offering. Amounts billed to customers for shipping and handling of products are reflected in revenues and are not material for any period presented . Business Transition Costs The Company incurs certain costs related to acquisition, integration and business transition activities, which include severance, relocation, consulting, leasehold exit costs, third-party merger and acquisition costs, contingent consideration fair value adjustments and other costs directly associated with such activities. During the three months ended March 31, 2018, the Company incurred $2.3 million of such costs, which consisted primarily of acquisition, integration and business transition activities, and $0.1 million of fair value adjustments on contingent consideration liabilities associated with the Company’s 2017 and 2016 acquisitions. During the three months ended March 31, 2017, the business transition costs were immaterial to the results of operations. |