Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2024 | Aug. 02, 2024 | |
Document and Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Quarterly Report | true | |
Document Period End Date | Jun. 30, 2024 | |
Document Transition Report | false | |
Entity File Number | 001-35621 | |
Entity Registrant Name | GLOBUS MEDICAL, INC. | |
Entity Incorporation, State or Country Code | DE | |
Entity Tax Identification Number | 04-3744954 | |
Entity Address, Address Line One | 2560 General Armistead Avenue | |
Entity Address, City or Town | Audubon | |
Entity Address, State or Province | PA | |
Entity Address, Postal Zip Code | 19403-5214 | |
City Area Code | 610 | |
Local Phone Number | 930-1800 | |
Title of 12(b) Security | Class A Common Stock, par value $.001 per share | |
Trading Symbol | GMED | |
Security Exchange Name | NYSE | |
Entity Interactive Data Current | Yes | |
Entity Current Reporting Status | Yes | |
Entity Filer Category | Large Accelerated Filer | |
Entity Shell Company | false | |
Entity Small Business | false | |
Entity Emerging Growth Company | false | |
Entity Common Stock, Shares Outstanding | 135,407,017 | |
Amendment Flag | false | |
Document Fiscal Year Focus | 2024 | |
Document Fiscal Period Focus | Q2 | |
Entity Central Index Key | 0001237831 | |
Current Fiscal Year End Date | --12-31 |
CONDENSED CONSOLIDATED BALANCE
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Current assets: | ||
Cash and cash equivalents | $ 410,424 | $ 467,292 |
Short-term marketable securities | 82,509 | 50,497 |
Accounts receivable, net of allowances of $19,256 and $8,934, respectively | 611,784 | 503,235 |
Inventories | 770,463 | 848,135 |
Prepaid expenses and other current assets | 46,213 | 44,580 |
Income taxes receivable | 2,498 | 1,635 |
Total current assets | 1,923,891 | 1,915,374 |
Property and equipment, net of accumulated depreciation of $480,290 and $425,695, respectively | 571,776 | 586,932 |
Operating lease right of use assets | 53,881 | 59,931 |
Long-term marketable securities | 27,795 | 75,428 |
Intangible assets, net | 866,565 | 924,603 |
Goodwill | 1,454,117 | 1,434,540 |
Other assets | 77,569 | 78,590 |
Deferred income taxes | 18,199 | 10,685 |
Total assets | 4,993,793 | 5,086,083 |
Current liabilities: | ||
Accounts payable | 67,163 | 56,671 |
Accrued expenses | 215,885 | 240,460 |
Operating lease liabilities | 11,118 | 11,967 |
Income taxes payable | 11,429 | 3,845 |
Senior convertible notes | 430,485 | |
Business acquisition liabilities | 38,221 | 61,035 |
Deferred revenue | 19,845 | 18,369 |
Total current liabilities | 794,146 | 392,347 |
Business acquisition liabilities, net of current portion | 83,111 | 78,323 |
Operating lease liabilities | 87,702 | 91,037 |
Senior convertible notes | 417,400 | |
Deferred income taxes and other tax liabilities | 27,264 | 84,421 |
Other liabilities | 25,205 | 24,596 |
Total liabilities | 1,017,428 | 1,088,124 |
Commitments and contingencies (Note 17) | ||
Equity: | ||
Additional paid-in capital | 2,913,609 | 2,870,749 |
Accumulated other comprehensive income/(loss) | (11,851) | (10,192) |
Retained earnings | 1,074,472 | 1,137,266 |
Total equity | 3,976,365 | 3,997,959 |
Total liabilities and equity | 4,993,793 | 5,086,083 |
Common Class A [Member] | ||
Equity: | ||
Common stock | 113 | 114 |
Common Class B [Member] | ||
Equity: | ||
Common stock | $ 22 | $ 22 |
CONDENSED CONSOLIDATED BALANC_2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parentheticals) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Accounts receivable, allowances | $ 19,256 | $ 8,934 |
Accumulated depreciation | $ 480,290 | $ 425,695 |
Common stock, shares authorized | 775,000,000 | |
Common Class A [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 500,000,000 | 500,000,000 |
Common stock, shares issued | 112,928,331 | 113,905,565 |
Common stock, shares outstanding | 112,928,331 | 113,905,565 |
Common Class B [Member] | ||
Common stock, par value | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 275,000,000 | 275,000,000 |
Common stock, shares issued | 22,430,097 | 22,430,097 |
Common stock, shares outstanding | 22,430,097 | 22,430,097 |
CONDENSED CONSOLIDATED STATEMEN
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME [Abstract] | ||||
Net sales | $ 629,691 | $ 291,615 | $ 1,236,357 | $ 568,303 |
Cost of sales | 260,040 | 76,473 | 501,527 | 147,298 |
Gross profit | 369,651 | 215,142 | 734,830 | 421,005 |
Operating expenses: | ||||
Research and development | 37,698 | 21,347 | 94,966 | 42,429 |
Selling, general and administrative | 238,119 | 120,069 | 486,829 | 242,485 |
Provision for litigation, net | 1,335 | (2,740) | 1,304 | (2,740) |
Amortization of intangibles | 29,709 | 4,547 | 59,385 | 9,148 |
Acquisition-related costs | 13,734 | 5,707 | 16,152 | 7,068 |
Restructuring Costs | (566) | 18,575 | ||
Total operating expenses | 320,029 | 148,930 | 677,211 | 298,390 |
Operating income/(loss) | 49,622 | 66,212 | 57,619 | 122,615 |
Other income/(expense), net | ||||
Interest income/(expense), net | (2,335) | 8,294 | (4,229) | 14,791 |
Foreign currency transaction gain/(loss) | (703) | (548) | (16,074) | (336) |
Other income/(expense) | 997 | 716 | 1,707 | 793 |
Total other income/(expense), net | (2,041) | 8,462 | (18,596) | 15,248 |
Income/(loss) before income taxes | 47,581 | 74,674 | 39,023 | 137,863 |
Income tax provision/(benefit) | 15,821 | 16,962 | 14,380 | 31,022 |
Net income/(loss) | 31,760 | 57,712 | 24,643 | 106,841 |
Other comprehensive income/(loss), net of tax: | ||||
Unrealized gain/(loss) on marketable securities | 492 | 40 | 871 | 4,338 |
Foreign currency translation gain/(loss) | (1,298) | 315 | (2,530) | 1,225 |
Total other comprehensive income/(loss), net of tax | (806) | 355 | (1,659) | 5,563 |
Comprehensive income/(loss) | $ 30,954 | $ 58,067 | $ 22,984 | $ 112,404 |
Earnings per share: | ||||
Basic | $ 0.23 | $ 0.57 | $ 0.18 | $ 1.06 |
Diluted | $ 0.23 | $ 0.57 | $ 0.18 | $ 1.05 |
Weighted average shares outstanding: | ||||
Basic | 135,195 | 100,373 | 135,276 | 100,326 |
Diluted | 136,979 | 101,782 | 136,836 | 101,989 |
CONDENSED CONSOLIDATED STATEM_2
CONDENSED CONSOLIDATED STATEMENTS OF EQUITY - USD ($) shares in Thousands, $ in Thousands | Common Stock [Member] Common Class A [Member] | Common Stock [Member] Common Class B [Member] | Additional Paid-in Capital [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | Retained Earnings [Member] | Total |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 77,762 | 22,430 | ||||
Total equity, beginning of period at Dec. 31, 2022 | $ 78 | $ 22 | $ 630,952 | $ (24,630) | $ 1,239,951 | $ 1,846,373 |
Stock-based compensation | 9,032 | 9,032 | ||||
Grant of contingent restricted stock units | 219 | 219 | ||||
Exercise of stock options (shares) | 143 | |||||
Exercise of stock options | 4,859 | 4,859 | ||||
Comprehensive income/(loss) | 5,208 | 49,129 | 54,337 | |||
Total equity, end of period at Mar. 31, 2023 | $ 78 | $ 22 | 645,062 | (19,422) | 1,289,080 | 1,914,820 |
Shares, Outstanding, Ending Balance at Mar. 31, 2023 | 77,905 | 22,430 | ||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 77,762 | 22,430 | ||||
Total equity, beginning of period at Dec. 31, 2022 | $ 78 | $ 22 | 630,952 | (24,630) | 1,239,951 | 1,846,373 |
Comprehensive income/(loss) | 112,404 | |||||
Total equity, end of period at Jun. 30, 2023 | $ 78 | $ 22 | 657,240 | (19,067) | 1,346,792 | 1,985,065 |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 78,013 | 22,430 | ||||
Shares, Outstanding, Beginning Balance at Mar. 31, 2023 | 77,905 | 22,430 | ||||
Total equity, beginning of period at Mar. 31, 2023 | $ 78 | $ 22 | 645,062 | (19,422) | 1,289,080 | 1,914,820 |
Stock-based compensation | 8,639 | 8,639 | ||||
Grant of contingent restricted stock units | 340 | 340 | ||||
Exercise of stock options (shares) | 108 | |||||
Exercise of stock options | 3,199 | 3,199 | ||||
Comprehensive income/(loss) | 355 | 57,712 | 58,067 | |||
Total equity, end of period at Jun. 30, 2023 | $ 78 | $ 22 | 657,240 | (19,067) | 1,346,792 | 1,985,065 |
Shares, Outstanding, Ending Balance at Jun. 30, 2023 | 78,013 | 22,430 | ||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 113,906 | 22,430 | ||||
Total equity, beginning of period at Dec. 31, 2023 | $ 114 | $ 22 | 2,870,749 | (10,192) | 1,137,266 | 3,997,959 |
Stock-based compensation | 17,281 | 17,281 | ||||
Grant of contingent restricted stock units | 336 | 336 | ||||
Exercise of stock options (shares) | 112 | |||||
Exercise of stock options | 3,413 | 3,413 | ||||
Issuance of Class A common stock under employee and director equity option plans, net (shares) | 205 | |||||
Issuance of Class A common stock under employee and director equity option plans, net | (5,343) | (5,343) | ||||
Comprehensive income/(loss) | (853) | (7,117) | (7,970) | |||
Repurchase and retirement of common stock (shares) | (1,597) | |||||
Repurchase and retirement of common stock | $ (1) | (83,314) | (83,315) | |||
Total equity, end of period at Mar. 31, 2024 | $ 113 | $ 22 | 2,886,436 | (11,045) | 1,046,835 | 3,922,361 |
Shares, Outstanding, Ending Balance at Mar. 31, 2024 | 112,626 | 22,430 | ||||
Shares, Outstanding, Beginning Balance at Dec. 31, 2023 | 113,906 | 22,430 | ||||
Total equity, beginning of period at Dec. 31, 2023 | $ 114 | $ 22 | 2,870,749 | (10,192) | 1,137,266 | $ 3,997,959 |
Exercise of stock options (shares) | 441 | |||||
Comprehensive income/(loss) | $ 22,984 | |||||
Total equity, end of period at Jun. 30, 2024 | $ 113 | $ 22 | 2,913,609 | (11,851) | 1,074,472 | 3,976,365 |
Shares, Outstanding, Ending Balance at Jun. 30, 2024 | 112,928 | 22,430 | ||||
Shares, Outstanding, Beginning Balance at Mar. 31, 2024 | 112,626 | 22,430 | ||||
Total equity, beginning of period at Mar. 31, 2024 | $ 113 | $ 22 | 2,886,436 | (11,045) | 1,046,835 | 3,922,361 |
Stock-based compensation | 12,844 | 12,844 | ||||
Grant of contingent restricted stock units | 181 | 181 | ||||
Exercise of stock options | $ 329 | 14,239 | 14,239 | |||
Issuance of Class A common stock under employee and director equity option plans, net (shares) | 3 | |||||
Issuance of Class A common stock under employee and director equity option plans, net | (91) | (91) | ||||
Comprehensive income/(loss) | (806) | 31,760 | 30,954 | |||
Repurchase and retirement of common stock | $ (30) | (4,123) | (4,123) | |||
Total equity, end of period at Jun. 30, 2024 | $ 113 | $ 22 | $ 2,913,609 | $ (11,851) | $ 1,074,472 | $ 3,976,365 |
Shares, Outstanding, Ending Balance at Jun. 30, 2024 | 112,928 | 22,430 |
CONDENSED CONSOLIDATED STATEM_3
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Cash flows from operating activities: | ||
Net income | $ 24,643 | $ 106,841 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Acquired in-process research and development | 12,613 | |
Depreciation and amortization | 118,849 | 36,183 |
Amortization of premiums on marketable securities | (14) | 786 |
Provision for excess and obsolete inventory | 10,498 | 3,972 |
Amortization of inventory fair value step up | 107,341 | |
Amortization of 2025 Note fair value step up | 13,315 | |
Stock-based compensation expense | 30,073 | 17,542 |
Allowance for doubtful accounts | 11,481 | 1,863 |
Change in fair value of business acquisition liabilities | 12,739 | 3,280 |
Change in deferred income taxes | (65,275) | (11,160) |
(Gain)/loss on disposal of assets, net | 464 | 129 |
Payment of business acquisition-related liabilities | (16,965) | (1,490) |
Net (gain)/loss from foreign currency adjustment | 6,558 | |
(Increase) decrease in: | ||
Accounts receivable | (124,206) | (28,237) |
Inventories | (22,855) | (38,658) |
Prepaid expenses and other assets | (2,001) | (2,100) |
Increase (decrease) in: | ||
Accounts payable | 11,561 | (2,769) |
Accrued expenses and other liabilities | (28,951) | (888) |
Income taxes payable/receivable | 6,777 | 3,047 |
Net cash provided by/(used in) operating activities | 106,645 | 88,341 |
Cash flows from investing activities: | ||
Purchases of marketable securities | (12,174) | (81,381) |
Maturities of marketable securities | 21,709 | 159,328 |
Sales of marketable securities | 7,404 | 21,788 |
Purchases of property and equipment | (56,366) | (33,859) |
Acquisition of businesses, net of cash acquired and purchases of intangible and other assets | (17,535) | (2,662) |
Net cash provided by/(used in) investing activities | (56,962) | 63,214 |
Cash flows from financing activities: | ||
Payment of business acquisition-related liabilities | (33,921) | (4,034) |
Net proceeds from exercise of stock options | 17,651 | 8,058 |
Payments related to tax withholdings for share-based compensation | (5,955) | |
Repurchase of common stock | (84,787) | |
Net cash provided by/(used in) financing activities | (107,012) | 4,024 |
Effect of foreign exchange rates on cash | 461 | 407 |
Net increase/(decrease) in cash and cash equivalents | (56,868) | 155,986 |
Cash and cash equivalents at beginning of period | 467,292 | 150,466 |
Cash and cash equivalents at end of period | 410,424 | 306,452 |
Supplemental disclosures of cash flow information: | ||
Income taxes paid, net | 71,586 | 38,979 |
Non-cash investing and financing activities: | ||
Accrued purchases of property and equipment | $ 9,508 | $ 5,366 |
BACKGROUND
BACKGROUND | 6 Months Ended |
Jun. 30, 2024 | |
BACKGROUND [Abstract] | |
Background | NOTE 1. BACKGROUND (a) The Company Globus Medical, Inc., together with its majority-owned or controlled subsidiaries, is a medical device company that develops and commercializes healthcare solutions with a mission to improve the quality of life of patients with musculoskeletal disorders. We are primarily focused on implants that promote healing in patients with musculoskeletal disorders, including the use of a robotic guidance and navigation system and products to treat patients who have experienced orthopedic traumas. We are an engineering-driven company with a history of rapidly developing and commercializing advanced products and procedures to assist surgeons in effectively treating their patients and to address new treatment options. With numerous products launched since the founding of the Company, we offer a comprehensive portfolio of innovative and differentiated technologies that address a variety of musculoskeletal pathologies, anatomies, and surgical approaches. We are headquartered in Audubon, Pennsylvania, and market and sell our products through our exclusive sales force in the United States, as well as within North, Central & South America, Europe, Asia, Africa and Australia. We sell our products in the U.S. through a sales force comprised primarily of directly-employed and independent sales representatives. Our international sales force is comprised of directly-employed sales personnel, independent sales representatives, as well as exclusive and non-exclusive independent third-party distributors. The terms the “Company,” “Globus,” “we,” “us” and “our” refer to Globus Medical, Inc. and, where applicable, our consolidated subsidiaries. (b) NuVasive Merger On September 1, 2023, the Company merged with NuVasive, Inc. (“NuVasive”) and Zebra Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into NuVasive (the “Merger”), with NuVasive surviving as a wholly owned subsidiary of the Company. Upon the consummation of the Merger, each issued and outstanding share of common stock of NuVasive, $ 0.001 par value per share, was converted into 0.75 fully paid and non-assessable shares of the Company’s Class A Common Stock, and the right to receive cash in lieu of fractional shares. Refer to Note 3, Asset acquisitions and Business Combinations for further information. Globus Medical was deemed to be the accounting acquirer of NuVasive for accounting purposes under U.S. generally accepted accounting principles (“U.S. GAAP”). Accordingly, prior periods within these condensed consolidated financial statements may not be comparable. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Summary Of Significant Accounting Policies | NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, these condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position as of June 30, 2024, and results of operations for the three and six months ended June 30, 2024. The results of operations for any interim period may not be indicative of results for the full year. (b) Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. “Operating lease right of use assets” was reclassified out of “Other assets”, and “Operating lease liabilities” were reclassified out of “Accrued expenses” and “Other liabilities”, respectively, depending on the short-term and long-term nature, on our consolidated balance sheets. (c) Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Globus and its majority-owned or controlled subsidiaries. All intercompany balances and transactions are eliminated in consolidation. Variable Interest Entities We provide intraoperative neuromonitoring (“IONM”) services through various majority-owned or controlled subsidiaries, which collectively conduct business as NuVasive Clinical Services. In providing IONM services to surgeons and healthcare facilities across the U.S., the Company maintains contractual relationships with several physician practices (“PCs”). In accordance with authoritative guidance, the Company has determined that the PCs are variable interest entities and therefore, the accompanying consolidated financial statements include the accounts of the PCs from the date of acquisition. During the periods presented, the results of the PCs were immaterial to the Company’s financial statements. The creditors of the PCs have claims only to the assets of the PCs, which are not material, and the assets of the PCs are not available to the Company. (d) Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Significant areas that require estimates include revenue recognition, intangible assets, business acquisition liabilities, allowance for doubtful accounts, stock-based compensation, reserves for excess and obsolete inventory, fair value measurements, useful lives of assets, the outcome of litigation, recoverability of intangible assets and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results. (e) Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, 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: (i) identify the contract with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. For purposes of disclosure, we disaggregate our revenue into two categories, Musculoskeletal Solutions and Enabling Technologies. Our Musculoskeletal Solutions products consist primarily of the implantable devices, disposables, unique instruments, and neuromonitoring services, used in an expansive range of spine, orthopedic trauma, hip, knee and extremity procedures. The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time. For our IONM services, revenue is recognized in the period the service is performed, which can be either at a point in time or over time, depending on how the performance obligation is defined for the amount of consideration expected to be received. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of sales. Our Enabling Technologies products are advanced hardware and software systems, and related technologies, that are designed to enhance a surgeon’s capabilities and streamline surgical procedures by making them less invasive, more accurate, and more reproducible to improve patient care. The majority of our Enabling Technologies product contracts contain multiple performance obligations, including maintenance and support, and revenue is recognized as we fulfill each performance obligation, generally at the point in time in which the obligation is fulfilled. When contracts have multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. 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. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of sales. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Deferred revenue is comprised mainly of unearned revenue related to the sales of certain Enabling Technologies products, which includes maintenance and support services. Maintenance and support services are generally invoiced annually, at the beginning of each contract period, and revenue is recognized ratably over the maintenance period . The changes to contract liabilities related to deferred revenue are as follows: Six Months Ended June 30, (In thousands) 2024 Beginning contract liabilities $ 27,749 Revenue recognized from beginning of year contract liabilities ( 13,548 ) Net advance consideration received during the period 15,660 Ending contract liabilities $ 29,861 (f) Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts, commercial paper, government securities, and corporate debt securities are stated at fair value. (g) Marketable Securities Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, and securities of government, federal agency, and other sovereign obligations and are classified as available-for-sale as of June 30, 2024. S hort-term and long-term marketable securities are recorded at fair value on our condensed consolidated balance sheets. Any change in fair value of our available-for-sale securities, that do not result in recognition or reversal of an allowance for credit loss or write-down, are recorded, net of taxes, as a component of accumulated other comprehensive income or loss on our condensed consolidated balance sheets. Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method. Realized gains or losses from the sale of marketable securities are determined on a specific identification basis. Realized gains and losses, interest income and the amortization/accretion of premiums/discounts are included as a component of other income/(expense), net, on our condensed consolidated statements of operations and comprehensive income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our condensed consolidated balance sheets. We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review declines in the fair value of our securities to determine whether they are resulting from expected credit losses or other factors. If the assessment indicates a credit loss exists, we recognize any measured impairment as an allowance for credit loss in our condensed consolidated statements of operations. Any other impairments not recorded through allowance for credit losses is recognized in our other comprehensive income. (h) Fair Value Measurements Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Additionally, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories: Level 1—quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; and Level 3—unobservable inputs in which there is little or no market data available, which require the reporting entity to use significant unobservable inputs or valuation techniques. Contingent consideration represents contingent milestone, performance and revenue-sharing payment obligations related to acquisitions and is measured at fair value, based on significant inputs that are not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. We assess these assumptions on an ongoing basis as additional data impacting the assumptions is obtained. The fair value of contingent consideration is recorded in business acquisition liabilities on our condensed consolidated balance sheets, and changes in the fair value of contingent consideration are recognized in acquisition-related costs in the condensed consolidated statements of operations and comprehensive income. The fair value of contingent restricted stock unit (“RSU”) grants 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 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. We utilize Level 3 inputs in the determination of the initial fair value. (i) Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventory is finished goods and we utilize both in-house manufacturing and third-party suppliers to produce our products. We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into consideration the life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. Once inventory has been written down, it creates a new cost basis for inventory that is not subsequently written up. (j) Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair values of the identifiable assets acquired less the liabilities assumed in the acquisition of a business. Goodwill is tested for impairment at least annually or whenever events or circumstances indicate that a carrying amount may not be recoverable. Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount to the estimated fair value of the reporting unit. Fair values are estimated using an income and discounted cash flow approach. We perform our annual impairment test of goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. Intangible assets consist of purchased developed technology, customer relationships, in-process research and development (“IPR&D”), supplier network, patents, re-acquired rights, and non-compete agreements. Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from 1 to 21 years. Intangible assets with finite useful lives are tested whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If an impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset. Fair value is generally determined using a discounted future cash flow analysis. IPR&D has an indefinite life and is not amortized until completion of the project at which time the IPR&D becomes an amortizable asset. Intangible assets with indefinite useful lives are tested for impairment annually or whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If the related project is not completed in a timely manner, we may have an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value. During the three and six months ended June 30, 2024, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D. (k) Stock -Based Compensation The cost of employee and non-employee director awards is measured at the grant date fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the equity award. Expense for performance-based restricted stock units is recognized when the performance condition is deemed to be probable. Compensation expense for awards includes the impact of forfeiture in the period when they occur. We estimate the fair value of stock options utilizing the Black-Scholes option-pricing model. Inputs to the Black-Scholes model include our stock price, expected volatility, expected term, risk-free interest rate and expected dividends. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options offering period which is derived from historical experience. The risk-free interest rate assumption is based on observed interest rates of U.S. Treasury securities appropriate for the expected terms of the stock options. The dividend yield assumption is based on the history and expectation of no dividend payouts. The respective fair values of restricted stock units and performance restricted stock units are 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 restricted stock units (“RSUs”), and performance restricted stock units (“PRSUs”), as part of the Merger. These RSUs and PRSUs are measured at the grant date based on the estimated fair value of the award. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to five-year graded or cliff vesting terms (in each case, with service through the date of vesting being required). No exercise price or other monetary payment is required for receipt of the shares issued in settlement of the respective award; instead, consideration is furnished in the form of the participant’s service to the Company. The fair value of RSUs including PRSUs with pre-defined performance criteria is based on the stock price on the date of grant whereas the expense for PRSUs with pre-defined performance criteria is adjusted with the probability of achievement of such performance criteria at each period end. (l) Derivative Financial Instruments The Company recognizes all derivative instruments as assets or liabilities in its unaudited condensed Consolidated Balance Sheets and measures these instruments at fair value by revaluing these assets and liabilities at the end of each reporting period. Gains and losses are recorded as a component of other expense, net in the unaudited condensed consolidated statements of operations and comprehensive income. The effects of these derivative instruments are immaterial to the Company’s financial statements. (m) Other Comprehensive Income (Loss) Other comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) includes net of tax, unrealized gains or losses on the Company’s marketable debt securities and foreign currency translation adjustments. (n) Acquisition-Related Costs Acquisition-related costs represents the change in fair value of business acquisition-related contingent consideration and specific costs related to the consummation of the acquisition process such as banker fees, legal fees and other acquisition-related professional fees . (o) Restructuring Costs Restructuring costs represent costs associated with the 2024 Synergy Plan. This plan was designed to optimize the organizational structure, merge synergies and leverage the strength of both commercial organizations. As a result of aligning the cost structure of the Company’s businesses and corporate functions with its financial objectives; the Company also recorded employee separation charge and one-time termination benefits. (p) Accounts Receivable and Related Valuation Accounts Accounts receivable in the accompanying unaudited condensed consolidated balance sheets are presented net of allowances for expected credit losses. We maintain an allowance for expected credit losses resulting from the inability of its customers, including hospitals, ambulatory surgery centers, and distributors, to make required payments. The allowance for credit losses is calculated quarterly and is estimated on a region-by-region basis considering a number of factors including age of account balances, collection history, historical account write-offs, third-party credit reports, identified trends, current economic conditions, and supportable forecasted economic expectations. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of our customers or their collection experience deteriorates. Our exposure to credit losses may also increase if its customers are adversely affected by changes in healthcare laws, coverage and reimbursement, macroeconomic pressures or uncertainty associated with local or global economic recessions, disruption associated with pandemics, or other customer-specific factors. (q) Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update (“ASU”) No. 2023-09 , Income Taxes (Topic 740), Improvements to Income Tax Disclosures, to enhance the transparency and decision-making utility of income tax disclosures. The enhancement will provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. This update is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. In November 2023, the FASB, issued ASU No. 2023-07 , Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements. The amendment introduced new requirements to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply ASC 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions, and require disclosure of the title and position of the CODM. This update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years after December 15, 2024, early adoption is permitted. The amendments should be applied retrospectively. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. (r) Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU No. 2022-03 , Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU introduces new disclosure requirements to provide investors with information about contractual restrictions, including the nature and remaining duration of such restrictions. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company adopted ASU No. 2022-03 as of January 1, 2024. The adoption did not have any material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted ASU No. 2021-08 as of January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. |
ASSET ACQUISITIONS AND BUSINESS
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS | 6 Months Ended |
Jun. 30, 2024 | |
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS [Abstract] | |
Asset Acquisitions And Business Combinations | NOTE 3. ASSET ACQUISITIONS AND BUSINESS COMBINATIONS Asset Acquisitions During the first quarter of 2024, the Company completed a share acquisition of a biotech company focused on research and development for hemostasis solutions. The fair value of the assets acquired are concentrated in a similar identified asset, IPR&D of the acquired technology, thus satisfying the requirements of the screen test in ASC 805, Business Combinations . At the date of the acquisitions, the Company determined that the development of the projects underway had not yet reached technological feasibility and that the research in process had no alternative future use. Accordingly, the acquired IPR&D of $ 12.6 million was charged to research and development expense in the condensed consolidated statements of operations and comprehensive income. The purchase price consisted of $ 12.0 million of cash paid at closing. The transaction also provides for $ 12.0 million contingent consideration which is payable upon meeting the Good Manufacturing Process milestones, as promulgated by the U.S. Food and Drug Administration (the “FDA”), and consideration of $ 10.0 million contingent upon the developed products obtaining approval from the FDA. Contingent consideration will not be recorded in this asset acquisition until the milestone is met. Business Combinations During the second quarter of 2024, the Company completed one acquisition that was not material to the overall condensed consolidated financial statements during the periods presented. This acquisition has been included in the condensed consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $ 0.1 million of cash paid at closing and $ 1.9 million in contingent consideration payments, resulting in goodwill of $ 2.0 million based on the estimated fair values. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of 5 years and are payable in cash. During the first quarter of 2024, the Company completed one acquisition that was not material to the overall condensed consolidated financial statements during the periods presented. This acquisition has been included in the condensed consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $ 0.5 million of cash paid at closing and $ 19.1 million of contingent consideration payments, resulting in goodwill of $ 17.9 million and reacquired rights of $ 1.8 million based on the estimated fair values. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of 10 years and are payable in a combination of cash and RSUs. During the first quarter of 2023, the Company completed one acquisition that was not material to the condensed consolidated financial statements and has been included in our financial statements from the date of acquisition. The purchase price consisted of approximately $ 1.4 million of cash. The Company recorded identifiable assets of $ 0.4 million of instruments and $ 1.0 million of inventory. During the fourth quarter of 2022, the Company acquired the membership interests of Harvest Biologics LLC, which engages in the business of selling systems that produce autologous biologics. The purchase price consisted of approximately $ 30.0 million of cash paid at closing, plus $ 1.4 million of preliminary post-closing adjustments. The Company recorded identifiable net assets, based on their estimated fair values, for inventory of $ 3.3 million, goodwill of $ 15.2 million, customer relationships and other intangibles of $ 10.5 million with a weighted average useful life of 20 years, and developed technology of $ 2.4 million with a weighted average useful life of 8 years. The Company will finalize the purchase price allocation of the assets and liabilities acquired within one year from the date of acquisition. During the second quarter of 2022, the Company completed one acquisition that was not material to the overall condensed consolidated financial statements during the periods presented. This acquisition has been included in the condensed consolidated financial statements from the date of acquisition. The purchase price consisted of approximately $ 0.2 million of cash paid at closing and $ 4.4 million of contingent consideration payments, resulting in goodwill of $ 4.6 million based on the estimated fair values. The contingent payments for this acquisition are based upon achieving various performance milestones over a period of 10 years and are payable in a combination of cash and RSUs. NuVasive Merger On September 1, 2023, the Company merged with NuVasive, Inc. (“NuVasive”) and Zebra Merger Sub Inc., a wholly owned subsidiary of the Company (“Merger Sub”). Pursuant to the terms of the Merger Agreement, Merger Sub merged with and into NuVasive (the “Merger”), with NuVasive surviving as a wholly owned subsidiary of the Company. Upon the consummation of the Merger, each issued and outstanding share of common stock of NuVasive, $ 0.001 par value per share, was converted into 0.75 fully paid and non-assessable shares of the Company’s Class A Common Stock, and the right to receive cash in lieu of fractional shares. As part of the Merger, the Company assumed equity awards for certain NuVasive RSUs and NuVasive PRSUs in accordance with the terms of the Merger Agreement. Certain awards included a change in control provision (single trigger) which accelerated the vesting of the awards on the closing date of the Merger. These awards were considered as part of the total purchase price. The unvested awards will continue to vest in accordance with the terms of the original award agreement, except for certain PRSUs that were converted into RSUs. Once vested, the holders will receive shares of the Company’s Class A Common Stock. Of the total consideration for the assumed equity awards, $ 28.6 million was allocated to the purchase price and $ 42.3 million was deemed compensatory as it was attributable to post acquisition vesting. Of the $ 42.3 million of total compensation related to the assumed awards, $ 12.9 million was expensed on the acquisition date due to accelerated vesting of the awards, recognized as Merger related costs, and $ 29.4 million relates to future services and will be expensed over the remaining service periods of the unvested awards on a straight-line basis. Of the $ 29.4 million related to future services, $ 13.6 million of expense has been recognized as of June 30, 2024. Concurrently with the Merger, the Company repaid the outstanding $ 420.8 million under NuVasive’s revolving senior credit facility in addition to assuming the 0.375 % Senior Convertible Notes due 2025 (“ 2025 Notes”), the privately negotiated call options (“2025 Hedge”) and the privately negotiated warrants (“2025 Warrants”). The aggregate consideration in connection with the closing of the Merger was as follows: (In thousands) NuVasive shares outstanding as of September 1, 2023 52,451 NuVasive accelerated equity awards 632 Globus exchange ratio 0.75 Globus Class A Common Stock issued in exchange for NuVasive shares 39,813 Globus closing share price $ 54.10 Total Value Class A Common Stock $ 2,153,860 2025 Warrants 579 Repayment of revolving credit facility 420,762 Fair value of assumed equity awards 28,635 Total purchase price $ 2,603,836 We accounted for the Merger using the acquisition method of accounting, which requires the NuVasive assets and liabilities to be recorded on our balance sheet at fair value as of the acquisition date. We will complete a final determination of the fair value of certain assets and liabilities within the one-year measurement period from the date of the acquisition as required by FASB ASC Topic 805, “Business Combinations”. The preliminary fair value estimates for the assets acquired and liabilities assumed were based upon preliminary calculations, valuations, and assumptions that are subject to change as the Company obtains additional information during the measurement period . The following table summarizes the preliminary purchase price allocation for the Merger as of September 30, 2023: (In thousands) Preliminary Purchase Price Allocation as of September 1, 2023 Measurement Period and Other Adjustments Purchase Price Allocation as of June 30, 2024 (as adjusted) Current assets (excluding accounts receivable and inventories) $ 158,112 $ 38 $ 158,150 Accounts receivable 249,591 ( 6,912 ) 242,679 Inventories 570,300 ( 12,266 ) 558,034 Property, plant, and equipment 361,118 598 361,716 Operating lease ROU asset 90,457 ( 32,174 ) 58,283 Intangible assets 1,222,000 ( 323,000 ) 899,000 Other long-term assets 25,973 13,111 39,084 Deferred income taxes 4,837 977 5,814 Total Assets $ 2,682,388 $ ( 359,628 ) $ 2,322,760 Current Liabilities 185,175 ( 605 ) 184,570 Operating lease liabilities, including current portion 109,110 ( 7,758 ) 101,352 Business acquisition liabilities, including current portion 66,873 — 66,873 Senior convertible notes 409,500 — 409,500 Deferred income taxes and other tax liabilities 194,553 ( 16,035 ) 178,518 Other liabilities 37,496 ( 23,797 ) 13,699 Total liabilities $ 1,002,707 $ ( 48,195 ) $ 954,512 Fair value of acquired identifiable assets and liabilities $ 1,679,681 $ ( 311,433 ) $ 1,368,248 Purchase price $ 2,603,836 $ 2,603,836 Less: Fair value of acquired identifiable assets and liabilities ( 1,679,681 ) ( 1,368,248 ) Goodwill $ 924,155 $ 1,235,588 The excess of the purchase price over the net tangible and intangible assets is recorded to Goodwill and primarily reflects the assembled workforce and expected synergies. The majority of goodwill is non-deductible for tax purposes. Details of our valuation methodology and significant inputs for fair value measurements are included below. The fair value measurements for property, plant and equipment and intangible assets are based on significant inputs that are not observable in the market and, therefore, represent Level 3 measurements. The preliminary fair value of work-in-process and finished goods inventory utilizes a sales comparison approach which estimates the selling price of the inventory in completed condition less costs of disposal and a reasonable profit allowance for the selling effort. The preliminary fair value of property and equipment utilizes a combination of the cost approach, income approach, and sales comparison approach less amounts for capitalized research and development costs existing on NuVasive’s closing balance sheet. The preliminary fair value of the identifiable intangible assets was determined using variations of the income approach, namely the multi-period excess earnings and relief from royalty methodologies. The most significant assumptions applied in the development of the intangible asset fair values include: the amount and timing of future cash flows, the selection of discount and royalty rates, and the assessment of the asset’s economic life. The identifiable intangible assets acquired are amortized on a straight-line basis over their estimated useful lives. The following table summarizes the estimated fair value of NuVasive’s identifiable intangible assets acquired and their amortization period (in years): Fair Value as of (In thousands) June 30, 2024 Useful Life Developed Technology $ 607,000 8 Customer Relationships 292,000 11 Preliminary fair value of the 2025 Notes was determined using the publicly traded price. NuVasive’s results have been included in the Company’s financial statements for the period subsequent to the date of the acquisition on September 1, 2023. Due to the continuing integration of NuVasive’s operations into the Company, it is impractical to determine NuVasive’s net income/loss during the current period, which is included in the Company’s Net Income . |
NET SALES
NET SALES | 6 Months Ended |
Jun. 30, 2024 | |
NET SALES [Abstract] | |
Net Sales | NOTE 4. NET SALES The following table represents net sales by product category: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Musculoskeletal Solutions $ 592,913 $ 256,855 $ 1,167,610 $ 508,462 Enabling Technologies 36,778 34,760 68,747 59,841 Total net sales $ 629,691 $ 291,615 $ 1,236,357 $ 568,303 |
MARKETABLE SECURITIES
MARKETABLE SECURITIES | 6 Months Ended |
Jun. 30, 2024 | |
MARKETABLE SECURITIES [Abstract] | |
Marketable Securities | NOTE 5. MARKETABLE SECURITIES The composition of our short-term and long-term marketable securities was as follows: June 30, 2024 (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds $ 8,252 $ — $ ( 27 ) $ 8,225 Corporate debt securities 51,513 2 ( 486 ) 51,029 Government, federal agency, and other sovereign obligations 23,648 — ( 393 ) 23,255 Total short-term marketable securities $ 83,413 $ 2 $ ( 906 ) $ 82,509 Long-term: Municipal bonds $ 5,708 $ — $ ( 92 ) $ 5,616 Corporate debt securities 1,748 — ( 29 ) 1,719 Asset-backed securities 12,885 — ( 209 ) 12,676 Government, federal agency, and other sovereign obligations 7,871 — ( 87 ) 7,784 Total long-term marketable securities $ 28,212 $ — $ ( 417 ) $ 27,795 December 31, 2023 (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds $ 11,210 $ — $ ( 224 ) $ 10,986 Corporate debt securities 38,416 — ( 853 ) 37,563 Government, federal agency, and other sovereign obligations 2,004 — ( 56 ) 1,948 Total short-term marketable securities $ 51,630 $ — $ ( 1,133 ) $ 50,497 Long-term: Municipal bonds $ 7,180 $ — $ ( 109 ) $ 7,071 Corporate debt securities 21,707 — ( 432 ) 21,275 Asset-backed securities 17,499 — ( 338 ) 17,161 Government, federal agency, and other sovereign obligations 30,363 — ( 442 ) 29,921 Total long-term marketable securities $ 76,749 $ — $ ( 1,321 ) $ 75,428 The short-term marketable securities have effective maturity dates of less than one year and the long-term marketable securities have effective maturity dates ranging from one to three years as of June 30, 2024 and December 31, 2023, respectively. |
FAIR VALUE MEASUREMENTS
FAIR VALUE MEASUREMENTS | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value Measurements | NOTE 6. FAIR VALUE MEASUREMENTS Assets and liabilities measured at fair value on a recurring basis included the following: (In thousands) Balance at June 30, 2024 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 243,685 $ 243,685 $ — $ — Municipal bonds 13,841 — 13,841 — Corporate debt securities 52,748 — 52,748 — Asset-backed securities 12,676 — 12,676 — Government, federal agency, and other sovereign obligations 31,039 — 31,039 — 2025 Hedge 471 — 471 — Liabilities: Senior Convertible Notes due 2025 432,159 432,159 — — Bifurcated Conversion Option of the Senior Convertible Notes due 2025 471 — 471 — Business acquisition liabilities 121,332 — — 121,332 (In thousands) Balance at December 31, 2023 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 203,689 $ 203,689 $ — $ — Municipal bonds 18,057 — 18,057 — Corporate debt securities 58,838 — 58,838 — Asset-backed securities 17,161 — 17,161 — Government, federal agency, and other sovereign obligations 31,869 2,928 28,941 — 2025 Hedge 687 — 687 — Liabilities: Senior Convertible Notes due 2025 417,363 417,363 — — Bifurcated Conversion Option of the Senior Convertible Notes due 2025 687 — 687 — Business acquisition liabilities 139,358 — — 139,358 Our marketable securities and certain cash equivalents are classified as Level 2 within the fair value hierarchy, as we measure their fair value using market prices for similar instruments and inputs such as actual trade data, benchmark yields, broker/dealer quotes and other similar data obtained from quoted market prices or independent pricing vendors. The bifurcated conversion option and 2025 Hedge are classified as Level 2 within the fair value hierarchy, based on implied equity volatility. The estimated fair value of the 2025 Notes, inclusive of the embedded conversion option, at June 30, 2024 was $ 432.6 million. The fair value was determined based on the quoted price of the 2025 Notes in an active market on the last trading day of the reporting period and has been classified as Level 1 within the fair value hierarchy. Fair value of the revenue-based business acquisition liabilities was determined using a discounted cash flow model, probability model, and an option pricing methodology. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility and discount rates, market price risk adjustment, projections associated with the applicable milestone, the interest rate, and the related probabilities and payment structure in the contingent consideration arrangement. The following are the significant unobservable inputs used in the two valuation techniques: Unobservable input Range Weighted Average* Revenue risk premium 1.9 % - 5.7 % 3.1 % Revenue volatility 14.0 % - 20.0 % 15.0 % Discount rate 6.1 % - 8.5 % 6.5 % Projected year of payment 2024 - 2032 * The weighted average rates were calculated based on the relative fair value of each business acquisition liability. The change in the carrying value of the business acquisition liabilities during the three and six months ended June 30, 2024 and 2023, respectively included the following: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Beginning balance $ 111,310 $ 64,882 $ 139,358 $ 68,258 Purchase price contingent consideration 1,923 — 21,066 — Changes resulting from foreign currency fluctuations 3 — 246 — Contingent cash payments ( 4,296 ) ( 2,832 ) ( 50,886 ) ( 5,524 ) Contingent RSU grants ( 181 ) ( 340 ) ( 517 ) ( 559 ) Changes in fair value of business acquisition liabilities 12,898 3,726 12,739 3,280 Contractual payable reclassification ( 325 ) ( 84 ) ( 674 ) ( 103 ) Ending balance $ 121,332 $ 65,352 $ 121,332 $ 65,352 Purchase price contingent consideration includes obligations acquired in the NuVasive Merger. Changes in the fair value of business acquisition liabilities are driven by changes in market conditions and the achievement of certain performance conditions. |
INVENTORIES
INVENTORIES | 6 Months Ended |
Jun. 30, 2024 | |
INVENTORIES [Abstract] | |
Inventories | NOTE 7. INVENTORIES Inventories included the following: June 30, December 31, (In thousands) 2024 2023 Raw materials $ 120,846 $ 103,349 Work in process 35,743 37,321 Finished goods 613,874 707,465 Total inventories $ 770,463 $ 848,135 As part of the NuVasive Merger, a step up in the value of inventory of $ 202.6 million was recorded, which was composed of $ 3.0 million for work in process and $ 199.6 million for finished goods. The amortization of the inventory step up recorded in product cost of sales was $ 53.7 million and $ 107.3 million for the three and six months ended June 30, 2024, respectively. As of June 30, 2024, the total remaining balance of inventory step up was $ 23.7 million. During the three months ended June 30, 2024 and 2023, net adjustments to cost of sales related to excess and obsolete inventory were $ 6.6 million and $ 1.9 million, respectively. The net adjustments for the three months ended June 30, 2024 and 2023 reflect a combination of additional expense for excess and obsolete related provisions ($ 8.6 million and $ 3.4 million, respectively) offset by sales and disposals ($ 2.0 million and $ 1.5 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods. During the six months ended June 30, 2024 and 2023, net adjustments to cost of sales related to excess and obsolete inventory were $ 10.5 million and $ 4.0 million, respectively. The net adjustments for the six months ended June 30, 2024 and 2023 reflect a combination of additional expense for excess and obsolete related provisions ($ 13.8 million and $ 6.9 million, respectively) offset by sales and disposals ($ 3.3 million and $ 2.9 million, respectively) of inventory for which an excess and obsolete provision was provided previously through expense recognized in prior periods. |
PROPERTY AND EQUIPMENT
PROPERTY AND EQUIPMENT | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Property And Equipment | NOTE 8. PROPERTY AND EQUIPMENT Property and equipment included the following: Useful June 30, December 31, (In thousands) Life 2024 2023 Land — $ 9,739 $ 9,748 Buildings and improvements 31.5 103,873 102,449 Equipment 5 - 15 214,422 206,392 Instruments, modules, and cases 5 698,794 672,018 Other property and equipment 3 - 5 25,238 22,020 1,052,066 1,012,627 Less: accumulated depreciation and amortization ( 480,290 ) ( 425,695 ) Total $ 571,776 $ 586,932 Instruments are hand-held devices used by surgeons to install implants during surgery. Modules and cases are used to store and transport the instruments and implants. Depreciation expense related to property and equipment was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Depreciation $ 33,880 $ 13,528 $ 59,464 $ 27,035 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS | 6 Months Ended |
Jun. 30, 2024 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Goodwill And Intangible Assets | NOTE 9. GOODWILL AND INTANGIBLE ASSETS The change in the carrying amount of goodwill during the twelve months ended December 31, 2023 and the six months ended June 30, 2024, respectively included the following: (In thousands) December 31, 2022 $ 197,471 Additions and adjustments 1,235,890 Foreign exchange 1,179 December 31, 2023 1,434,540 Additions and adjustments 20,953 Foreign exchange ( 1,376 ) June 30, 2024 $ 1,454,117 Intangible assets as of June 30, 2024 included the following: June 30, 2024 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Supplier network 10.0 $ 4,000 $ ( 3,867 ) $ 133 Customer relationships & other intangibles 10.6 352,671 ( 67,894 ) 284,777 Developed technology 8.0 694,344 ( 116,961 ) 577,383 Patents 16.1 9,063 ( 4,791 ) 4,272 Total intangible assets $ 1,060,078 $ ( 193,513 ) $ 866,565 Intangible assets as of December 31, 2023 included the following: December 31, 2023 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Supplier network 10.0 $ 4,000 $ ( 3,667 ) $ 333 Customer relationships & other intangibles 10.6 353,849 ( 54,871 ) 298,978 Developed technology 8.0 695,226 ( 74,636 ) 620,590 Patents 16.1 9,266 ( 4,564 ) 4,702 Total intangible assets $ 1,062,341 $ ( 137,738 ) $ 924,603 The following table summarizes amortization of intangible assets for future periods as of June 30, 2024 : (In thousands) Annual Amortization Remaining 2024 $ 59,912 2025 113,882 2026 110,202 2027 109,219 2028 105,764 Thereafter 367,586 Total $ 866,565 |
ACCRUED EXPENSES
ACCRUED EXPENSES | 6 Months Ended |
Jun. 30, 2024 | |
ACCRUED EXPENSES [Abstract] | |
Accrued Expenses | NOTE 10. ACCRUED EXPENSES Accrued expenses as of June 30, 2024 and December 31, 2023, respectively included the following: June 30, December 31, (In thousands) 2024 2023 Compensation and other employee-related costs $ 114,558 $ 140,817 Legal and other settlements and expenses 4,342 9,335 Accrued non-income taxes 27,449 23,726 Royalties 10,271 10,130 Rebates 32,723 27,605 Other 26,542 28,847 Total accrued expenses $ 215,885 $ 240,460 |
DEBT
DEBT | 6 Months Ended |
Jun. 30, 2024 | |
DEBT [Abstract] | |
Debt | NOTE 11. DEBT The carrying values of the Company’s 2025 Notes, acquired in the NuVasive merger, as of June 30, 2024, were as follows: June 30, 2024 December 31, (In thousands) 2024 2023 0.375 % Senior Convertible Notes due 2025: Principal $ 449,987 $ 449,987 Unamortized fair value adjustment for acquisition accounting 19,973 33,275 0.375 % Senior Convertible Notes due 2025 430,014 416,712 Embedded Conversion Option 471 687 Debt, net of unamortized fair value adjustments for acquisition accounting $ 430,485 $ 417,399 Three Months June 30, Six Months Ended June 30, (In thousands) 2024 2023 2024 2023 Interest expense: Contractual coupon interest $ 422 $ — $ 844 $ — Amortization of fair value adjustments for acquisition accounting 6,658 — 13,315 — Total interest expense recognized on Senior Convertible Notes due 2025 $ 7,080 $ — $ 14,160 $ — Effective interest rates: Senior Convertible Notes due 2025 6.6 % 0.0 % 6.6 % 0.0 % Line of Credit In September 2023, we entered into an unsecured credit agreement with U.S. Bank National Association, as administrative agent, Citizens Bank, N.A., as syndication agent, Royal Bank of Canada, as documentation agent, U.S. Bank National Association and Citizens Bank, N.A., as joint lead arrangers and joint book runners, and the other lenders referred to therein (the “September 2023 Credit Agreement”) that provides a revolving credit facility permitting borrowings up to $ 400.0 million and has a termination date of September 27, 2028 . 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. 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. 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. The September 2023 Credit Agreement is guaranteed by certain direct or indirect wholly owned subsidiaries of the Company. The September 2023 Credit Agreement contains financial and other customary covenants, including a funded net indebtedness to adjusted EBITDA ratio. As of June 30, 2024, we have no t borrowed under the September 2023 Credit Agreement and we were in compliance with all covenants. 0.375% Senior Convertible Notes due 2025 On September 1, 2023, in connection with the closing of the Merger, the Company, NuVasive and Wilmington Trust National Association, as trustee (the “Trustee”) entered into a supplemental agreement (the “First Supplemental Indenture”) to the Indenture, dated March 2, 2020 (the “Base Indenture”), by and between NuVasive and the Trustee, relating to NuVasive’s $ 450.0 million in aggregate principal amount of 0.375 % Convertible Senior Notes due 2025. As of the closing date of the Merger, $ 450 million of aggregate principal amount of the 2025 Notes were outstanding. Pursuant to the First Supplemental Indenture, the 2025 Notes are convertible into the Company’s Class A Common at a conversion rate of 8.0399 shares per $ 1,000 principal amount of 2025 Notes, which is equivalent to a conversion price of approximately $ 124.38 per share, subject to adjustments. The 2025 Notes may be settled in cash, stock, or a combination thereof, solely at the Company’s discretion. Pursuant to the terms of the First Supplemental Indenture, Globus agreed to guarantee NuVasive’s obligations under the Indenture. The 2025 Notes bear interest at a rate of 0.375 % per annum, payable semi-annually in arrears on March 15 and September 15 of each year. The 2025 Notes mature on March 15, 2025 , unless earlier converted, redeemed, or repurchased in accordance with their terms. The Merger constituted a Merger Event as defined in the Base Indenture. In the event of a Merger Event, the Company is required to execute a supplemental indenture providing for (i) each holder of 2025 Notes with the right to convert each $ 1,000 principal amount of 2025 Notes into the same type of consideration that holders would have been entitled to receive if such holders had held a number of shares of NuVasive Common Stock equal to the applicable conversion rate in effect immediately prior to such Merger Event, and (ii) subsequent adjustments to the conversion rate set forth in the Base Indenture. Prior to September 15, 2024, holders may convert their 2025 Notes only under the following conditions: (a) during any calendar quarter commencing after the calendar quarter ending on June 30, 2020 (and only during such calendar quarter), if the last reported sale price of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on, and including, the last trading day of the immediately preceding calendar quarter is greater than or equal to 130 % of the conversion price on each applicable trading day; (b) during the five business day period after any five consecutive trading day period, or the measurement period, in which the trading price of the 2025 Notes per $ 1,000 principal amount of notes for each trading day of the measurement period was less than 98 % of the product of the last reported sale price of the Company’s common stock and the conversion rate on such trading day; (c) if the Company calls any or all of the 2025 Notes for redemption, at any time prior to the close of business on the second scheduled trading day preceding the redemption date; or (d) upon the occurrence of specified corporate events, as defined in the 2025 Notes. On or after September 15, 2024, until the close of business on the second scheduled trading day immediately preceding March 15, 2025, holders may convert their 2025 Notes at any time, regardless of the foregoing conditions. In addition, following certain corporate events that occur prior to the maturity date or if the Company issues a notice of redemption, the Company will increase the conversion rate for a holder who elects to convert its 2025 Notes in connection with such a corporate event or in connection with such redemption in certain circumstances. The Company may redeem the 2025 Notes, at its option, in whole or in part, until the close of business on the business day immediately preceding September 15, 2024, if the last reported sale price of the Company’s common stock has been at least 130 % of the conversion price then in effect for at least 20 trading days during any 30 consecutive trading day period ending on, and including, the trading day immediately preceding the date on which the Company delivers written notice of a redemption. The redemption price will be equal to 100 % of the principal amount of such 2025 Notes to be redeemed plus accrued and unpaid interest to, but excluding, the redemption date. No principal payments are due on the 2025 Notes prior to maturity. Other than restrictions relating to certain fundamental changes and consolidations, mergers or asset sales and customary anti-dilution adjustments, the 2025 Notes do not contain any financial covenants and do not restrict the Company from conducting significant restructurings, paying dividends or issuing or repurchasing any of its other securities. Upon the initial recognition of the 2025 Notes pursuant to the purchase accounting for the Merger, the embedded conversion feature does not meet the equity scope exception described in ASC 815-40, Contracts in Entity’s Own Equity. The embedded conversion feature is bifurcated and presented as a liability on the consolidated balance sheet with subsequent measurement at fair value with changes in fair value recognized as “Other income/(expense)” . The Company recognized, at Merger closing, the embedded conversion feature at fair value of $ 0.7 million and allocated the residual $ 407.8 million of the 2025 Notes fair value to the host debt instrument. As of the June 30, 2024, the fair value of the embedded conversion feature was $ 0.5 million. As a result of the Merger and recognizing the fair value of the 2025 Notes, along with the embedded conversion feature, as of the acquisition date, the Company recorded $ 42.2 million debt discount to be accreted as interest expense over the life of the notes. 2025 Hedges On September 1, 2023, in connection with the closing of the Merger, the Company, NuVasive, and certain dealers entered into amendment and guarantee agreements with respect to privately negotiated call option transactions (“2025 Hedges”) pursuant to which NuVasive purchased options from such dealers exercisable into its own common stock in connection with the sale of the 2025 Notes. Pursuant to such amendment and guarantee agreements, the 2025 Hedges are exercisable into Globus Class A Common in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Hedges. Subject to the amended 2025 Hedge, the Company is entitled to purchase up to 3,617,955 shares of the Company’s Class A Common at a strike price of $ 124.38 . The 2025 Hedge will expire on the second scheduled trading day immediately preceding March 15, 2025 and is expected to reduce the potential equity dilution upon conversion of the 2025 Notes if the daily volume-weighted average price per share of the Company’s common stock exceeds the strike price of the 2025 Hedge. In accordance with ASC 805, the Company recognized the 2025 Hedge at an acquisition date fair value of $ 1.7 million. The 2025 Hedge does not meet the equity scope exception described in ASC 815-40, Contract in Entity’s Own Equity, and will be presented as asset on the consolidated balance sheet with subsequent measurement at fair value with changes in fair value recognized as “Other income/(expense)”. As of June 30, 2024, the fair value of the 2025 Hedge is $ 0.5 million recorded within the Other Assets with the consolidated balance sheet. An assumed exercise of the 2025 Hedge by NuVasive is considered anti-dilutive since the effect of the inclusion would always be anti-dilutive with respect to the calculation of diluted earnings per share. 2025 Warrants On September 1, 2023, in connection with the closing of the Merger, the Company, NuVasive, and certain dealers entered into amendment and guarantee agreements with respect to privately negotiated warrant transactions (“2025 Warrants”), pursuant to which NuVasive sold warrants to such dealers for its own common stock in connection with the initial sale of the 2025 Notes. Pursuant to such amendment and guarantee agreements, the warrants are exercisable into Globus Class A Common in certain circumstances and the Company guaranteed NuVasive’s obligations under the 2025 Warrants. Subject to the amended 2025 Warrants, the holders of the 2025 Warrants are entitled to purchase up to 3,617,955 shares of the Company’s common stock at a strike price of $ 170.45 . The 2025 Warrants will expire on various dates from June 2025 through October 2025 and may be settled in net shares or cash, at the Company’s election. In accordance with ASC 805, the Company recognized the 2025 Warrants at an acquisition date fair value of $ 0.6 million within additional paid-in capital. The 2025 Warrants could have a dilutive effect on the Company’s earnings per share to the extent that the price of the Company’s common stock during a given measurement period exceeds the strike price of the 2025 Warrants, which is $ 170.45 per share. The Company uses the treasury share method for assumed exercise of its 2025 Warrants to compute the weighted average common shares outstanding for diluted earnings per share. |
EQUITY
EQUITY | 6 Months Ended |
Jun. 30, 2024 | |
EQUITY [Abstract] | |
Equity | NOTE 12. EQUITY Share Repurchases On March 11, 2020, the Company announced a share repurchase program, which authorized the Company to repurchase up to $ 200.0 million of the Company’s Class A common stock (“Class A Common”). On March 4, 2022, the share repurchase program was expanded by authorizing the Company to repurchase an additional $ 200.0 million of the Company’s Class A Common. On September 27, 2023, the share repurchase program was expanded by authorizing the Company to repurchase an additional $ 350.0 million of the Company’s Class A Common. The repurchase program has no time limit and may be suspended for periods or discontinued at any time. The Company repurchased 29.6 thousand and 1.6 million shares under this program at an average price of $ 49.67 and $ 52.14 , for a total dollar amount of $ 1.5 million and $ 84.8 million during the three and six months ended June 30, 2024. As of June 30, 2024, the Company has remaining authorization to repurchase a total of $ 190.3 million of the Company’s Class A Common. The timing and actual number of shares repurchased will depend on various factors including price, corporate and regulatory requirements, debt covenant requirements, alternative investment opportunities and other market conditions. F unding of share repurchases is expected to come from operating cash flows and excess cash. Shares repurchased by the Company are accounted for under the constructive retirement method, in which the shares repurchased are immediately retired, as there is no plan to reissue the shares. The value of the retired shares includes the 1% excise tax accrual as a result of the Inflation Reduction Act of 2022. The Company made an accounting policy election to charge the excess of repurchase price over par value entirely to retained earnings. Common Stock Our amended and restated Certificate of Incorporation provides for a total of 775,000,000 authorized shares of common stock. Of the authorized number of shares of common stock, 500,000,000 shares are designated as Class A Common, and 275,000,000 shares are designated as Class B common stock (“Class B Common”). The holders of Class A Common are entitled to one vote for each share of Class A Common held. The holders of Class B Common are entitled to 10 votes for each share of Class B Common held. Each share of our Class B Common is convertible at any time at the option of the holder into one share of our Class A Common. In addition, each share of our Class B Common will convert automatically into one share of our Class A Common upon any transfer, whether or not for value, except for permitted transfers. For more details relating to the conversion of our Class B Common please see “Exhibit 4.2, Description of Securities of the Registrant” filed with our Annual Report on Form 10-K on February 21, 2024. The holders of Class A Common and Class B Common vote together as one class of common stock. Except for voting rights, the Class A Common and Class B Common have the same rights and privileges. Accumulated Other Comprehensive Income (Loss) The tables below present the changes in each component of accumulated other comprehensive income/(loss), including current period other comprehensive income/(loss) and reclassifications out of accumulated other comprehensive income/(loss) for the three months ended June 30, 2024 and 2023, respectively: (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive income/(loss), net of tax, at December 31, 2023 $ ( 1,862 ) $ ( 8,330 ) $ ( 10,192 ) Other comprehensive income/(loss) before reclassifications 1,133 ( 2,530 ) ( 1,397 ) Amounts reclassified from accumulated other comprehensive income/(loss), net of tax ( 262 ) — ( 262 ) Other comprehensive income/(loss), net of tax 871 ( 2,530 ) ( 1,659 ) Accumulated other comprehensive income/(loss), net of tax, at June 30, 2024 $ ( 991 ) $ ( 10,860 ) $ ( 11,851 ) (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive income/(loss), net of tax, at December 31, 2022 $ ( 15,093 ) $ ( 9,537 ) $ ( 24,630 ) Other comprehensive income/(loss) before reclassifications 5,657 1,225 6,882 Amounts reclassified from accumulated other comprehensive income/(loss), net of tax ( 1,319 ) — ( 1,319 ) Other comprehensive income/(loss), net of tax 4,338 1,225 5,563 Accumulated other comprehensive income/(loss), net of tax, at June 30, 2023 $ ( 10,755 ) $ ( 8,312 ) $ ( 19,067 ) Amounts reclassified from accumulated other comprehensive loss, net of tax, related to unrealized gains/losses on marketable securities were released to other income, net in our condensed consolidated statements of operations and comprehensive income. Earnings Per Common Share The Company computes basic earnings per share using the weighted-average number of common shares outstanding during the period. Diluted earnings per share assumes the conversion, exercise or issuance of all potential common stock equivalents, unless the effect of inclusion would be anti-dilutive. For purposes of this calculation, common stock equivalents include the Company’s stock options, unvested RSUs, and PRSUs. These are included in basic net income per share as of the date that all necessary conditions have been satisfied and are included in the denominator for dilutive calculation for the entire period if such shares would be issuable as of the end of the reporting period assuming the end of the reporting period was the end of the contingency period. The following table sets forth the computation of basic and diluted earnings per share: Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2024 2023 2024 2023 Numerator: Net income/(loss) for basic $ 31,760 $ 57,712 $ 24,643 $ 106,841 Dilutive potential net income /(loss) — — — — Adjusted net income (loss) for diluted $ 31,760 $ 57,712 24,643 106,841 Denominator for basic and diluted net income per share: Weighted average shares outstanding for basic 135,195 100,373 135,276 100,326 Dilutive stock options, RSUs, and PRSUs 1,784 1,409 1,559 1,663 Weighted average shares outstanding for diluted 136,979 101,782 136,836 101,989 Earnings per share: Basic $ 0.23 $ 0.57 $ 0.18 $ 1.06 Diluted $ 0.23 $ 0.57 $ 0.18 $ 1.05 Anti-dilutive stock options and RSUs excluded from the calculation 7,809 5,768 7,635 5,576 Anti-dilutive warrants excluded from the calculation 3,618 — 7,236 — Anti-dilutive Senior Convertible Notes due 2025 excluded from the calculation 3,618 — 7,236 — Total $ 15,045 $ 5,768 $ 22,107 $ 5,576 In accordance with ASU No. 2020-06, Debt with Conversion and Other Options (Subtopic 470-20), the Company applies the if-converted method in computing the effect of the Company's 2025 Notes on diluted net income per share. For periods in which the Company reports net income, the numerator of the diluted per share computation is adjusted for interest expense and amortization of debt issuance costs, net of tax, and the denominator is adjusted for the weighted average number of shares into which each of the Company’s 2025 Notes could be converted. The effect is only included in the calculation of diluted net income per share for those 2025 Notes which reduce net income per share. |
STOCK-BASED AWARDS
STOCK-BASED AWARDS | 6 Months Ended |
Jun. 30, 2024 | |
STOCK-BASED AWARDS [Abstract] | |
Stock-Based Awards | NOTE 13. STOCK-BASED AWARDS We have four stock plans: our 2012 Equity Incentive Plan (the “2012 Plan”) and our 2021 Equity Incentive Plan (the “2021 Plan”), the NuVasive 2014 Equity Incentive Plan (the “NuVasive 2014 Plan”), and the Ellipse Technologies 2015 Incentive Award Plan (the “Ellipse 2015 Plan”). The 2021 Plan, the NuVasive 2014 Plan and the Ellipse 2015 Plan are the only active stock plans. The purpose of the 2012 Plan was, and of the 2021 Plan is, to provide incentive to employees, directors, and consultants of Globus. The 2012 Plan, 2021 Plan, and Ellipse 2015 Plan are administered by the Board of Directors of Globus (the “Board”) or its delegates. The number, type of option, exercise price, and vesting terms are determined by the Board or its delegates in accordance with the terms of the 2012 Plan and 2021 Plan. The options granted expire on a date specified by the Board, which is ten years from the grant date. Options granted to employees vest in varying installments over a four-year period. The 2012 Plan was approved by our Board in March 2012, and by our stockholders in June 2012. The 2012 Plan terminated as to new awards pursuant to its terms in 2022. Following effectiveness of the 2021 Plan, we have no t issued any additional awards under the 2012 Plan; however, awards previously granted under the 2012 Plan remain outstanding and are administered by our Board under the terms and conditions of the 2012 Plan. Under the 2012 Plan, the aggregate number of shares of Class A Common that were able to be issued subject to options and other awards is equal to the sum of (i) 3,076,923 shares, (ii) any shares available for issuance under the 2008 Equity Incentive Plan as of March 13, 2012, (iii) any shares underlying awards outstanding under the 2008 Plan as of March 13, 2012 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares and (iv) starting January 1, 2013, an annual increase in the number of shares available under the 2012 Plan equal to up to 3 % of the number of shares of our common and preferred stock outstanding at the end of the previous year, as determined by our Board. The number of shares that were able to be issued or transferred pursuant to incentive stock options under the 2012 Plan was limited to 10,769,230 shares. The shares of Class A Common covered by the 2012 Plan included authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. The 2021 Plan was approved by our Board in March 2021, and by our stockholders in June 2021. Under the 2021 Plan, as amended to date, the aggregate number of shares of Class A Common that are able to be issued subject to options and other awards is equal to the sum of (i) 9,000,000 shares, (ii) any shares available for issuance under the 2012 Plan as of June 3, 2021 and (iii) any shares underlying awards outstanding under the 2012 Plan or 2021 Plan as of June 3, 2021 that, on or after that date, are forfeited, terminated, expired or lapse for any reason, or are settled for cash without delivery of shares. The number of shares that may be issued or transferred pursuant to incentive stock options under the 2021 Plan is limited to 9,000,000 shares. The shares of Class A Common covered by the 2021 Plan include authorized but unissued shares, treasury shares or shares of common stock purchased on the open market. In connection with the Merger, the Company assumed outstanding awards for the RSUs and PRSUs under the NuVasive 2014 Plan and the Ellipse 2015 Plan in accordance with the terms in the Merger Agreement. The ultimate issuance amount of the PRSUs is determined by the Company’s Compensation Committee. Share payout levels range from 0 % to 100 % depending on the respective terms of an award. As of June 30, 2024, pursuant to the 2021 Plan, the NuVasive 2014 Plan, and the Ellipse 2015 Plan, there were 9,867,378 shares, 359,217 shares, and 377,489 shares, respectively, of Class A Common reserved and 3,097,512 shares, no shares, and 276,888 shares, respectively of Class A Common available for future grants. The NuVasive 2014 Plan terminated as to new awards pursuant to its terms in the second quarter of 2024. Stock Options Stock option activity during the six months ended June 30, 2024 is summarized as follows: Option Shares (thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at December 31, 2023 11,401 $ 53.02 Granted 2,331 53.20 Exercised ( 441 ) 39.69 Forfeited ( 279 ) 58.55 Outstanding at June 30, 2024 13,012 53.41 6.7 $ 203,489 Exercisable at June 30, 2024 7,533 51.29 5.3 133,357 Expected to vest at June 30, 2024 5,478 $ 56.34 8.5 $ 70,132 The total intrinsic value of stock options exercised was $ 7.1 million and $ 2.8 million during the three months ended June 30, 2024, and 2023, respectively. The total intrinsic value of stock options exercised was $ 9.9 million and $ 8.1 million during the six months ended June 30, 2024, and 2023, respectively. The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2024 2023 Risk-free interest rate 4.02 % - 4.74 % 3.45 % - 4.10 % Expected term (years) 4.7 - 5.5 4.7 Expected volatility 37.0 % - 38.9 % 35.0 % - 38.0 % Expected dividend yield —% —% The weighted average grant date fair value of stock options granted during the three months ended June 30, 2024, and 2023 was $ 21.47 and $ 21.61 per share, respectively. The weighted average grant date fair value of stock options granted during the six months ended June 30, 2024, and 2023 was $ 21.15 and $ 22.21 per share, respectively. Restricted Stock Units Restricted stock unit activity during the six months ended June 30, 2024 is summarized as follows: Restricted Stock Units (thousands) Weighted average grant date fair value per share Weighted average remaining contractual life (years) Outstanding at December 31, 2023 820 $ 54.98 Granted 10 52.96 Vested ( 304 ) 54.10 Forfeited ( 47 ) 54.10 Outstanding at June 30, 2024 479 $ 55.58 2.57 Performance-Based Restricted Stock Units Performance-based restricted stock unit activity during the six months ended June 30, 2024 is summarized as follows: Performance-Based Restricted Stock Units (thousands) Weighted average grant date fair value per share Weighted average remaining contractual life (years) Outstanding at December 31, 2023 106 $ 53.61 Granted — — Vested ( 5 ) 54.10 Forfeited ( 13 ) 54.10 Outstanding at June 30, 2024 88 $ 53.46 2.09 Stock-Based Compensation Compensation expense related to stock options granted to employees and non-employees under the Plans was as follows: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Stock-based compensation expense $ 12,813 $ 8,589 $ 30,073 $ 17,542 Net stock-based compensation capitalized into inventory 31 50 53 128 Total stock-based compensation cost $ 12,844 $ 8,639 $ 30,126 $ 17,670 As of June 30, 2024, there was $ 109.5 million of unrecognized compensation expense related to unvested employee stock options, RSUs, and PRSUs that vest over a weighted average period of 2.66 years. |
INCOME TAXES
INCOME TAXES | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAXES [Abstract] | |
Income Taxes | NOTE 14. INCOME TAXES In computing our income tax provision, we make certain estimates and judgments, such as estimated annual taxable income or loss, annual effective tax rate, the nature and timing of permanent and temporary differences between taxable income for financial reporting and tax reporting, and the recoverability of deferred tax assets. Our estimates and assumptions may change as new events occur, additional information is obtained, or as the tax environment changes. Should facts and circumstances change during a quarter causing a material change to the estimated effective income tax rate, a cumulative adjustment is recorded. The following table provides a summary of our effective tax rate for the three and six months ended June 30, 2024 and 2023, respectively: Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Effective income tax rate 33.2 % 22.7 % 36.9 % 22.5 % |
RESTRUCTURING AND OTHER COSTS
RESTRUCTURING AND OTHER COSTS | 6 Months Ended |
Jun. 30, 2024 | |
RESTRUCTURING AND OTHER COSTS [Abstract] | |
Restructuring And Other Costs | NOTE 15. RESTRUCTURING AND OTHER COSTS For the three months ended June 30, 2024, the Company incurred restructuring and other costs primarily related to employee termination benefits as a part of the 2024 Synergy Plan. The 2024 Synergy Plan was designed to optimize the organizational structure of Globus by reducing the size of our workforce. Impacted employees were notified during January 2024. Totals include stock based compensation expense, classified in accordance with ASC Topic 420, Exit or Disposal Cost Obligations , where applicable. The following table provides a summary of recognized pre-tax costs for the three and six months ended June 30, 2024: Three Months Ended Six Months Ended (In thousands) June 30, 2024 June 30, 2024 Cost of Sales $ — $ 143 Research and Development 25 1,520 Selling, General and Administrative 53 3,236 Restructuring Costs ( 566 ) 18,575 Total restructuring and other costs $ ( 488 ) $ 23,474 The following table provides a summary of activity related to the restructuring program for the three and six months ended June 30, 2024: Three Months Ended Six Months Ended (In thousands) June 30, 2024 June 30, 2024 Beginning Balance $ 10,638 $ — Charges ( 488 ) 23,474 Cash Payments ( 1,142 ) ( 9,645 ) Settled non-cash ( 78 ) ( 4,899 ) June 30, 2024 $ 8,930 $ 8,930 |
LEASES
LEASES | 6 Months Ended |
Jun. 30, 2024 | |
LEASES [Abstract] | |
LEASES | NOTE 16. LEASES The Company leases certain equipment, vehicles, office and storage facilities via various operating and financing lease agreements. Our leases have initial lease terms ranging from one year to seventeen years . Certain lease agreements require the Company to pay taxes, insurance, and maintenance, and provide for options to extend the term beyond the initial lease termination date. We use judgment to determine whether it is reasonably possible that we will extend the lease beyond the initial term and the length of the possible extension. Leases that have terms of less than 12 months are treated as short-term and we do not recognize right-of-use assets or lease liabilities for such leases. We generally estimate discount rates using our incremental borrowing rate, and based on other information available, at commencement date of a lease when determining the present value of future payments as most of our leases do not provide an implicit rate. The Company includes financing lease right-of-use assets in other assets, short-term financing lease liabilities in accrued expenses, and long-term financing lease liabilities in other liabilities on the condensed consolidated balance sheet. Operating lease expense is recognized, on a straight-line basis over the term of the lease, as a component of operating income on the condensed consolidated statement of operations and comprehensive income. Finance leases amortize the right-of-use assets and amortize the interest on the lease liability over the term of the lease. Amounts reported in the condensed consolidated balance sheet were as follows: June 30, December 31, (In thousands) 2024 2023 Asset: Operating lease right-of-use asset $ 53,881 $ 59,931 Finance lease right-of-use asset 1,660 797 Total leased assets $ 55,542 $ 60,728 Liabilities: Current: Operating lease liability 11,118 11,967 Finance lease liability 1,038 475 Long-term: Operating lease liability 87,702 91,037 Finance lease liability 684 337 Total lease liabilities $ 100,542 $ 103,816 The table below summarizes the Company’s lease costs arising from the operating and financing lease obligations: Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Lease expense: Operating lease expense $ 6,593 $ 982 $ 12,200 $ 1,930 Finance lease expense Depreciation of right-of-use asset 165 — 348 — Interest expense on lease liabilities 27 — 56 — Total lease expense $ 6,785 $ 982 $ 12,604 $ 1,930 Future minimum lease payments under non-cancellable leases as of June 30, 2024 are as follows: (In thousands) Finance Leases Operating Leases Remaining 2024 $ 632 $ 8,916 2025 849 15,505 2026 314 14,128 2027 18 12,942 2028 4 11,820 Thereafter — 74,150 Total minimum lease payments $ 1,818 $ 137,461 Less: amount representing interest ( 97 ) ( 38,641 ) Present value of obligations under leases 1,722 98,820 Less: current portion ( 1,038 ) ( 11,118 ) Long-term lease obligations $ 684 $ 87,702 The table below summarizes the Company’s supplemental cash flow information and assumptions used: Six Months Ended June 30, June 30, (In thousands, except weighted average lease term and discount rate) 2024 2023 Other supplemental cash flow information: Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 9,785 $ 1,248 Operating cash flows for finance leases 668 — Financing cash flows for finance leases 611 — Total cash paid for amounts included in the measurement of lease liabilities $ 11,064 $ 1,248 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 1,507 $ 2,527 Financing leases $ — $ — Weighted-average remaining lease term Operating leases 9.1 2.8 Financing leases 2.4 — Weighted-average discount rate Operating leases 5.3 % 3.6 % Financing leases 5.0 % — |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 6 Months Ended |
Jun. 30, 2024 | |
COMMITMENTS AND CONTINGENCIES [Abstract] | |
Commitments And Contingencies | NOTE 17. COMMITMENTS AND CONTINGENCIES We are involved in a number of proceedings, legal actions, and claims arising in the ordinary course of business. 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. We record a liability in the condensed consolidated financial statements for these actions when a loss is considered probable and the amount can be reasonably estimated. If the reasonable estimate of a probable loss is a range, and no amount in the range is a better estimate than any other, the minimum amount of the range is accrued. If a loss is reasonably possible, but not known or probable, and can be reasonably estimated, the estimated loss or range of loss is disclosed. In most cases, significant judgment is required to estimate the amount and timing of a loss to be recorded. While it is not possible to predict the outcome for most of the matters discussed, we believe it is possible that costs associated with them could have a material adverse impact on our consolidated earnings, financial position or cash flows. Moskowitz Family LLC Litigation On November 20, 2019, Moskowitz Family LLC filed suit against us in the U.S. District Court for the Western District of Texas for patent infringement. Moskowitz, a non-practicing entity, alleges that Globus willfully infringes one or more claims of six patents by making, using, offering for sale or selling the COALITION MIS ® , CORBEL ® , MAGNIFY ® -S, HEDRON IA TM , INDEPENDENCE MIS ® , INDEPENDENCE MIS AGX ® , FORTIFY ® and XPAND ® families, SABLE ® , RISE ® , RISE ® INTRALIF, RISE ® -L, ELSA ® , ELSA ® ATP, ALTERA ® , ARIEL ® , CALIBER ® and CALIBER ® -L products. Moskowitz seeks monetary damages and injunctive relief. On July 2, 2020, this suit was transferred from the U.S. District Court for the Western District of Texas to the U.S. District Court for the Eastern District of Pennsylvania. On December 14, 2023, a jury returned a defense verdict in favor of Globus. As such, we have no t recorded a liability, outside of counsel fees, related to this litigation as of June 30, 2024 . |
SEGMENT AND GEOGRAPHIC INFORMAT
SEGMENT AND GEOGRAPHIC INFORMATION | 6 Months Ended |
Jun. 30, 2024 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Segment And Geographic Information | NOTE 18. SEGMENT AND GEOGRAPHIC INFORMATION Operating segments are defined as components of an organization for which separate financial information is available and evaluated regularly by the chief operating decision maker, or decision-making group, in deciding how to allocate resources and in assessing performance. We have identified two operating segments, Musculoskeletal Solutions and Enabling Technologies, based on how management reviews the business, makes investing and resource allocation decisions and assesses operating performance. We aggregate these operating segments into one reportable segment, based on conclusions reached after considering relevant factors such as economic similarity, customer base, regulatory environment, production processes, nature of services and products provided, and our comprehensive approach to product development and offerings targeting patient needs through procedural-based solutions. The following table represents total net sales, net by geographic area, based on the location of the customer: Net Sales Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 United States $ 499,459 $ 245,490 $ 982,386 $ 479,609 International 130,232 46,125 253,971 88,694 Total $ 629,691 $ 291,615 $ 1,236,357 $ 568,303 The following table represents total property and equipment, net by geographic area, based on the location of the customer: Property and Equipment, Net As of June 30, December 31, (In thousands) 2024 2023 United States $ 522,548 $ 527,332 International 49,228 59,600 Total $ 571,776 $ 586,932 |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policy) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Basis of Presentation | Basis of Presentation The accompanying interim unaudited condensed consolidated financial statements have been prepared in conformity with U.S. GAAP for interim financial statements and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in complete financial statements prepared in accordance with U.S. GAAP have been condensed or omitted pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). As such, the information included in this Quarterly Report on Form 10-Q should be read in conjunction with the consolidated financial statements and accompanying footnotes included in our Annual Report on Form 10-K for the year ended December 31, 2023. In the opinion of management, these condensed consolidated financial statements include all adjustments necessary, which are of a normal and recurring nature, for the fair presentation of our financial position as of June 30, 2024, and results of operations for the three and six months ended June 30, 2024. The results of operations for any interim period may not be indicative of results for the full year. |
Prior Period Reclassifications | Prior Period Reclassifications Certain prior period amounts have been reclassified to conform to the current period presentation. “Operating lease right of use assets” was reclassified out of “Other assets”, and “Operating lease liabilities” were reclassified out of “Accrued expenses” and “Other liabilities”, respectively, depending on the short-term and long-term nature, on our consolidated balance sheets. |
Principles of Consolidation | Principles of Consolidation The accompanying unaudited condensed consolidated financial statements include the accounts of Globus and its majority-owned or controlled subsidiaries. All intercompany balances and transactions are eliminated in consolidation. Variable Interest Entities We provide intraoperative neuromonitoring (“IONM”) services through various majority-owned or controlled subsidiaries, which collectively conduct business as NuVasive Clinical Services. In providing IONM services to surgeons and healthcare facilities across the U.S., the Company maintains contractual relationships with several physician practices (“PCs”). In accordance with authoritative guidance, the Company has determined that the PCs are variable interest entities and therefore, the accompanying consolidated financial statements include the accounts of the PCs from the date of acquisition. During the periods presented, the results of the PCs were immaterial to the Company’s financial statements. The creditors of the PCs have claims only to the assets of the PCs, which are not material, and the assets of the PCs are not available to the Company. |
Use of Estimates | Use of Estimates The preparation of the condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. We base our estimates, in part, on historical experience that management believes to be reasonable under the circumstances. Actual results could differ from those estimates. Estimates and assumptions are periodically reviewed and the effects of revisions are reflected in the condensed consolidated financial statements in the period they are determined to be necessary. Significant areas that require estimates include revenue recognition, intangible assets, business acquisition liabilities, allowance for doubtful accounts, stock-based compensation, reserves for excess and obsolete inventory, fair value measurements, useful lives of assets, the outcome of litigation, recoverability of intangible assets and income taxes. We are subject to risks and uncertainties due to changes in the healthcare environment, regulatory oversight, competition, and legislation that may cause actual results to differ from estimated results. |
Revenue Recognition | Revenue Recognition In accordance with Accounting Standards Codification (“ASC”) 606, Revenue from Contracts with Customers, 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: (i) identify the contract with a customer; (ii) identify the performance obligation(s) in the contract; (iii) determine the transaction price; (iv) allocate the transaction price to the performance obligation(s) in the contract; and (v) recognize revenue when (or as) the Company satisfies its performance obligation(s). Revenue is recognized upon transfer of control of promised products or services to customers in an amount that reflects the consideration we expect to receive in exchange for those products or services. Sales and other taxes we collect concurrent with revenue-producing activities are excluded from revenue. For purposes of disclosure, we disaggregate our revenue into two categories, Musculoskeletal Solutions and Enabling Technologies. Our Musculoskeletal Solutions products consist primarily of the implantable devices, disposables, unique instruments, and neuromonitoring services, used in an expansive range of spine, orthopedic trauma, hip, knee and extremity procedures. The majority of our Musculoskeletal Solutions contracts have a single performance obligation and revenue is recognized at a point in time. For our IONM services, revenue is recognized in the period the service is performed, which can be either at a point in time or over time, depending on how the performance obligation is defined for the amount of consideration expected to be received. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of sales. Our Enabling Technologies products are advanced hardware and software systems, and related technologies, that are designed to enhance a surgeon’s capabilities and streamline surgical procedures by making them less invasive, more accurate, and more reproducible to improve patient care. The majority of our Enabling Technologies product contracts contain multiple performance obligations, including maintenance and support, and revenue is recognized as we fulfill each performance obligation, generally at the point in time in which the obligation is fulfilled. When contracts have multiple performance obligations, we allocate the contract’s transaction price to each performance obligation using our best estimate of the standalone selling price of each distinct good or service in the contract. 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. Our policy is to classify shipping and handling costs billed to customers as sales and the related expenses as cost of sales. Contract Balances Timing of revenue recognition may differ from the timing of invoicing to customers. We record a receivable when revenue is recognized prior to invoicing, or deferred revenue when revenue is recognized subsequent to invoicing. Deferred revenue is comprised mainly of unearned revenue related to the sales of certain Enabling Technologies products, which includes maintenance and support services. Maintenance and support services are generally invoiced annually, at the beginning of each contract period, and revenue is recognized ratably over the maintenance period . The changes to contract liabilities related to deferred revenue are as follows: Six Months Ended June 30, (In thousands) 2024 Beginning contract liabilities $ 27,749 Revenue recognized from beginning of year contract liabilities ( 13,548 ) Net advance consideration received during the period 15,660 Ending contract liabilities $ 29,861 |
Cash and Cash Equivalents | Cash and Cash Equivalents The Company considers all short-term, highly liquid investments with original maturities of 90 days or less at acquisition date to be cash equivalents. Cash equivalents, which consist of money market accounts, commercial paper, government securities, and corporate debt securities are stated at fair value. |
Marketable Securities | Marketable Securities Our marketable securities include municipal bonds, corporate debt securities, commercial paper, asset-backed securities, and securities of government, federal agency, and other sovereign obligations and are classified as available-for-sale as of June 30, 2024. S hort-term and long-term marketable securities are recorded at fair value on our condensed consolidated balance sheets. Any change in fair value of our available-for-sale securities, that do not result in recognition or reversal of an allowance for credit loss or write-down, are recorded, net of taxes, as a component of accumulated other comprehensive income or loss on our condensed consolidated balance sheets. Premiums and discounts are recognized over the life of the related security as an adjustment to yield using the straight-line method. Realized gains or losses from the sale of marketable securities are determined on a specific identification basis. Realized gains and losses, interest income and the amortization/accretion of premiums/discounts are included as a component of other income/(expense), net, on our condensed consolidated statements of operations and comprehensive income. Interest receivable is recorded as a component of prepaid expenses and other current assets on our condensed consolidated balance sheets. We invest in securities that meet or exceed standards as defined in our investment policy. Our policy also limits the amount of credit exposure to any one issue, issuer or type of security. We review declines in the fair value of our securities to determine whether they are resulting from expected credit losses or other factors. If the assessment indicates a credit loss exists, we recognize any measured impairment as an allowance for credit loss in our condensed consolidated statements of operations. Any other impairments not recorded through allowance for credit losses is recognized in our other comprehensive income. |
Fair Value Measurements | Fair Value Measurements Fair value is defined as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or the liability in an orderly transaction between market participants on the measurement date. Additionally, a fair value hierarchy was established that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets and liabilities and the lowest priority to unobservable inputs. The level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. Our assets and liabilities measured at fair value on a recurring basis are classified and disclosed in one of the following three categories: Level 1—quoted prices (unadjusted) in active markets for identical assets and liabilities; Level 2—observable inputs other than quoted prices in active markets for identical assets and liabilities; and Level 3—unobservable inputs in which there is little or no market data available, which require the reporting entity to use significant unobservable inputs or valuation techniques. Contingent consideration represents contingent milestone, performance and revenue-sharing payment obligations related to acquisitions and is measured at fair value, based on significant inputs that are not observable in the market, which represents a Level 3 measurement within the fair value hierarchy. The valuation of contingent consideration uses assumptions we believe would be made by a market participant. We assess these assumptions on an ongoing basis as additional data impacting the assumptions is obtained. The fair value of contingent consideration is recorded in business acquisition liabilities on our condensed consolidated balance sheets, and changes in the fair value of contingent consideration are recognized in acquisition-related costs in the condensed consolidated statements of operations and comprehensive income. The fair value of contingent restricted stock unit (“RSU”) grants 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 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. We utilize Level 3 inputs in the determination of the initial fair value. |
Inventories | Inventories Inventories are stated at the lower of cost or net realizable value. Cost is determined on a first-in, first-out basis. The majority of our inventory is finished goods and we utilize both in-house manufacturing and third-party suppliers to produce our products. We periodically evaluate the carrying value of our inventories in relation to estimated forecasts of product demand, which takes into consideration the life cycle of product releases. When quantities on hand exceed estimated sales forecasts, we record a write-down for such excess inventories. Once inventory has been written down, it creates a new cost basis for inventory that is not subsequently written up. |
Goodwill and Intangible Assets | Goodwill and Intangible Assets Goodwill represents the excess of purchase price over the fair values of the identifiable assets acquired less the liabilities assumed in the acquisition of a business. Goodwill is tested for impairment at least annually or whenever events or circumstances indicate that a carrying amount may not be recoverable. Goodwill is tested for impairment at the reporting unit level by comparing the reporting unit’s carrying amount to the estimated fair value of the reporting unit. Fair values are estimated using an income and discounted cash flow approach. We perform our annual impairment test of goodwill in the fourth quarter of each year. We consider qualitative indicators of the fair value of a reporting unit when it is unlikely that a reporting unit has impaired goodwill. Intangible assets consist of purchased developed technology, customer relationships, in-process research and development (“IPR&D”), supplier network, patents, re-acquired rights, and non-compete agreements. Intangible assets with finite useful lives are amortized over the period of estimated benefit using the straight-line method and estimated useful lives ranging from 1 to 21 years. Intangible assets with finite useful lives are tested whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If an impairment is indicated, we measure the amount of the impairment loss as the amount by which the carrying amount exceeds the fair value of the asset. Fair value is generally determined using a discounted future cash flow analysis. IPR&D has an indefinite life and is not amortized until completion of the project at which time the IPR&D becomes an amortizable asset. Intangible assets with indefinite useful lives are tested for impairment annually or whenever events or circumstances indicate that a carrying amount of an asset (asset group) may not be recoverable. If the related project is not completed in a timely manner, we may have an impairment related to the IPR&D, calculated as the excess of the asset’s carrying value over its fair value. During the three and six months ended June 30, 2024, there were no impairments in goodwill, finite-lived intangible assets, or IPR&D. |
Stock-Based Compensation | Stock -Based Compensation The cost of employee and non-employee director awards is measured at the grant date fair value of the award and is recognized as expense over the requisite service period, which is generally the vesting period of the equity award. Expense for performance-based restricted stock units is recognized when the performance condition is deemed to be probable. Compensation expense for awards includes the impact of forfeiture in the period when they occur. We estimate the fair value of stock options utilizing the Black-Scholes option-pricing model. Inputs to the Black-Scholes model include our stock price, expected volatility, expected term, risk-free interest rate and expected dividends. Expected volatility is based on the historical volatility of the Company’s common stock over the most recent period commensurate with the estimated expected term of the Company’s stock options offering period which is derived from historical experience. The risk-free interest rate assumption is based on observed interest rates of U.S. Treasury securities appropriate for the expected terms of the stock options. The dividend yield assumption is based on the history and expectation of no dividend payouts. The respective fair values of restricted stock units and performance restricted stock units are 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 restricted stock units (“RSUs”), and performance restricted stock units (“PRSUs”), as part of the Merger. These RSUs and PRSUs are measured at the grant date based on the estimated fair value of the award. The fair value of equity instruments that are expected to vest is recognized and amortized over the requisite service period. The Company has granted awards with up to five-year graded or cliff vesting terms (in each case, with service through the date of vesting being required). No exercise price or other monetary payment is required for receipt of the shares issued in settlement of the respective award; instead, consideration is furnished in the form of the participant’s service to the Company. The fair value of RSUs including PRSUs with pre-defined performance criteria is based on the stock price on the date of grant whereas the expense for PRSUs with pre-defined performance criteria is adjusted with the probability of achievement of such performance criteria at each period end. |
Derivative Financial Instruments | Derivative Financial Instruments The Company recognizes all derivative instruments as assets or liabilities in its unaudited condensed Consolidated Balance Sheets and measures these instruments at fair value by revaluing these assets and liabilities at the end of each reporting period. Gains and losses are recorded as a component of other expense, net in the unaudited condensed consolidated statements of operations and comprehensive income. The effects of these derivative instruments are immaterial to the Company’s financial statements. |
Other Comprehensive Income (Loss) | Other Comprehensive Income (Loss) Other comprehensive income (loss) is defined as the change in equity during a period from transactions and other events and circumstances from non-owner sources. Other comprehensive income (loss) includes net of tax, unrealized gains or losses on the Company’s marketable debt securities and foreign currency translation adjustments. |
Acquisition-Related Costs | Acquisition-Related Costs Acquisition-related costs represents the change in fair value of business acquisition-related contingent consideration and specific costs related to the consummation of the acquisition process such as banker fees, legal fees and other acquisition-related professional fees |
Restructuring Costs | Restructuring Costs Restructuring costs represent costs associated with the 2024 Synergy Plan. This plan was designed to optimize the organizational structure, merge synergies and leverage the strength of both commercial organizations. As a result of aligning the cost structure of the Company’s businesses and corporate functions with its financial objectives; the Company also recorded employee separation charge and one-time termination benefits. |
Accounts Receivable and Related Valuation Accounts | Accounts Receivable and Related Valuation Accounts Accounts receivable in the accompanying unaudited condensed consolidated balance sheets are presented net of allowances for expected credit losses. We maintain an allowance for expected credit losses resulting from the inability of its customers, including hospitals, ambulatory surgery centers, and distributors, to make required payments. The allowance for credit losses is calculated quarterly and is estimated on a region-by-region basis considering a number of factors including age of account balances, collection history, historical account write-offs, third-party credit reports, identified trends, current economic conditions, and supportable forecasted economic expectations. The allowance is adjusted on a specific identification basis for certain accounts as well as pooling of accounts with similar characteristics. An increase in the provision for credit losses may be required when the financial condition of our customers or their collection experience deteriorates. Our exposure to credit losses may also increase if its customers are adversely affected by changes in healthcare laws, coverage and reimbursement, macroeconomic pressures or uncertainty associated with local or global economic recessions, disruption associated with pandemics, or other customer-specific factors. |
Recently Issued and Adopted Accounting Pronouncements | (q) Recently Issued Accounting Pronouncements In December 2023, the Financial Accounting Standards Board (the “FASB”), issued Accounting Standards Update (“ASU”) No. 2023-09 , Income Taxes (Topic 740), Improvements to Income Tax Disclosures, to enhance the transparency and decision-making utility of income tax disclosures. The enhancement will provide information to better assess how an entity’s operations and related tax risks and tax planning and operational opportunities affect its tax rate and prospects for future cash flows. Investors currently rely on the rate reconciliation table and other disclosures, including total income taxes paid, to evaluate income tax risks and opportunities. This update is effective for fiscal years beginning after December 15, 2024 and early adoption is permitted. The amendments should be applied prospectively with retrospective applications also permitted. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. In November 2023, the FASB, issued ASU No. 2023-07 , Segment Reporting (Topic 280), Improvements to Reportable Segment Disclosures, to improve reportable segment disclosure requirements. The amendment introduced new requirements to disclose significant segment expenses regularly provided to the chief operating decision maker (“CODM”), extend certain annual disclosures to interim periods, clarify that single reportable segment entities must apply ASC 280 in its entirety, permit more than one measure of segment profit or loss to be reported under certain conditions, and require disclosure of the title and position of the CODM. This update is effective for fiscal years beginning after December 15, 2023 and interim periods within fiscal years after December 15, 2024, early adoption is permitted. The amendments should be applied retrospectively. The Company is currently evaluating the impact the standard will have on its consolidated financial statements and related disclosures. (r) Recently Adopted Accounting Pronouncements In June 2022, the FASB issued ASU No. 2022-03 , Fair Value Measurement (Topic 820), Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions , which clarifies that a contractual restriction on the sale of an equity security is not considered part of the unit of account of the equity security and, therefore, is not considered in measuring fair value. The ASU introduces new disclosure requirements to provide investors with information about contractual restrictions, including the nature and remaining duration of such restrictions. This update is effective for fiscal years beginning after December 15, 2023, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively with any adjustments from the adoption of the amendments recognized in earnings and disclosed on the date of adoption. The Company adopted ASU No. 2022-03 as of January 1, 2024. The adoption did not have any material impact on the Company’s consolidated financial statements. In October 2021, the FASB issued ASU No. 2021-08, Business Combinations (Topic 805), Accounting for Contract Assets and Contract Liabilities from Contracts with Customers , which requires an entity (acquirer) to recognize and measure contract assets and liabilities acquired in a business combination in accordance with Accounting Standards Codification (“ASC”) Topic 606, Revenue from Contracts with Customers. This update is effective for fiscal years beginning after December 15, 2022, and interim periods within those fiscal years, with early adoption permitted. The amendments should be applied prospectively to business combinations occurring on or after the effective date of the amendments. The Company adopted ASU No. 2021-08 as of January 1, 2023. The adoption did not have a material impact on the Company’s consolidated financial statements. |
SUMMARY OF SIGNIFICANT ACCOUN_3
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Schedule of Changes to Contract Liabilities Related to Deferred Revenue | Six Months Ended June 30, (In thousands) 2024 Beginning contract liabilities $ 27,749 Revenue recognized from beginning of year contract liabilities ( 13,548 ) Net advance consideration received during the period 15,660 Ending contract liabilities $ 29,861 |
ASSET ACQUISITIONS AND BUSINE_2
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS [Abstract] | |
Summary of Aggregate Consideration of Merger | (In thousands) NuVasive shares outstanding as of September 1, 2023 52,451 NuVasive accelerated equity awards 632 Globus exchange ratio 0.75 Globus Class A Common Stock issued in exchange for NuVasive shares 39,813 Globus closing share price $ 54.10 Total Value Class A Common Stock $ 2,153,860 2025 Warrants 579 Repayment of revolving credit facility 420,762 Fair value of assumed equity awards 28,635 Total purchase price $ 2,603,836 |
Summary of Preliminary Purchase Price | (In thousands) Preliminary Purchase Price Allocation as of September 1, 2023 Measurement Period and Other Adjustments Purchase Price Allocation as of June 30, 2024 (as adjusted) Current assets (excluding accounts receivable and inventories) $ 158,112 $ 38 $ 158,150 Accounts receivable 249,591 ( 6,912 ) 242,679 Inventories 570,300 ( 12,266 ) 558,034 Property, plant, and equipment 361,118 598 361,716 Operating lease ROU asset 90,457 ( 32,174 ) 58,283 Intangible assets 1,222,000 ( 323,000 ) 899,000 Other long-term assets 25,973 13,111 39,084 Deferred income taxes 4,837 977 5,814 Total Assets $ 2,682,388 $ ( 359,628 ) $ 2,322,760 Current Liabilities 185,175 ( 605 ) 184,570 Operating lease liabilities, including current portion 109,110 ( 7,758 ) 101,352 Business acquisition liabilities, including current portion 66,873 — 66,873 Senior convertible notes 409,500 — 409,500 Deferred income taxes and other tax liabilities 194,553 ( 16,035 ) 178,518 Other liabilities 37,496 ( 23,797 ) 13,699 Total liabilities $ 1,002,707 $ ( 48,195 ) $ 954,512 Fair value of acquired identifiable assets and liabilities $ 1,679,681 $ ( 311,433 ) $ 1,368,248 Purchase price $ 2,603,836 $ 2,603,836 Less: Fair value of acquired identifiable assets and liabilities ( 1,679,681 ) ( 1,368,248 ) Goodwill $ 924,155 $ 1,235,588 |
Summary of Estimated Fair Value of Identifiable Assets Acquired | Fair Value as of (In thousands) June 30, 2024 Useful Life Developed Technology $ 607,000 8 Customer Relationships 292,000 11 |
NET SALES (Tables)
NET SALES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
NET SALES [Abstract] | |
Schedule of Net Sales by Product Category | Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Musculoskeletal Solutions $ 592,913 $ 256,855 $ 1,167,610 $ 508,462 Enabling Technologies 36,778 34,760 68,747 59,841 Total net sales $ 629,691 $ 291,615 $ 1,236,357 $ 568,303 |
MARKETABLE SECURITIES (Tables)
MARKETABLE SECURITIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
MARKETABLE SECURITIES [Abstract] | |
Composition of Marketable Securities | The composition of our short-term and long-term marketable securities was as follows: June 30, 2024 (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds $ 8,252 $ — $ ( 27 ) $ 8,225 Corporate debt securities 51,513 2 ( 486 ) 51,029 Government, federal agency, and other sovereign obligations 23,648 — ( 393 ) 23,255 Total short-term marketable securities $ 83,413 $ 2 $ ( 906 ) $ 82,509 Long-term: Municipal bonds $ 5,708 $ — $ ( 92 ) $ 5,616 Corporate debt securities 1,748 — ( 29 ) 1,719 Asset-backed securities 12,885 — ( 209 ) 12,676 Government, federal agency, and other sovereign obligations 7,871 — ( 87 ) 7,784 Total long-term marketable securities $ 28,212 $ — $ ( 417 ) $ 27,795 December 31, 2023 (In thousands) Amortized Cost Gross Unrealized Gains Gross Unrealized Losses Fair Value Short-term: Municipal bonds $ 11,210 $ — $ ( 224 ) $ 10,986 Corporate debt securities 38,416 — ( 853 ) 37,563 Government, federal agency, and other sovereign obligations 2,004 — ( 56 ) 1,948 Total short-term marketable securities $ 51,630 $ — $ ( 1,133 ) $ 50,497 Long-term: Municipal bonds $ 7,180 $ — $ ( 109 ) $ 7,071 Corporate debt securities 21,707 — ( 432 ) 21,275 Asset-backed securities 17,499 — ( 338 ) 17,161 Government, federal agency, and other sovereign obligations 30,363 — ( 442 ) 29,921 Total long-term marketable securities $ 76,749 $ — $ ( 1,321 ) $ 75,428 |
FAIR VALUE MEASUREMENTS (Tables
FAIR VALUE MEASUREMENTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
FAIR VALUE MEASUREMENTS [Abstract] | |
Fair Value of Assets and Liabilities Measured on Recurring Basis | (In thousands) Balance at June 30, 2024 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 243,685 $ 243,685 $ — $ — Municipal bonds 13,841 — 13,841 — Corporate debt securities 52,748 — 52,748 — Asset-backed securities 12,676 — 12,676 — Government, federal agency, and other sovereign obligations 31,039 — 31,039 — 2025 Hedge 471 — 471 — Liabilities: Senior Convertible Notes due 2025 432,159 432,159 — — Bifurcated Conversion Option of the Senior Convertible Notes due 2025 471 — 471 — Business acquisition liabilities 121,332 — — 121,332 (In thousands) Balance at December 31, 2023 Level 1 Level 2 Level 3 Assets: Cash equivalents $ 203,689 $ 203,689 $ — $ — Municipal bonds 18,057 — 18,057 — Corporate debt securities 58,838 — 58,838 — Asset-backed securities 17,161 — 17,161 — Government, federal agency, and other sovereign obligations 31,869 2,928 28,941 — 2025 Hedge 687 — 687 — Liabilities: Senior Convertible Notes due 2025 417,363 417,363 — — Bifurcated Conversion Option of the Senior Convertible Notes due 2025 687 — 687 — Business acquisition liabilities 139,358 — — 139,358 |
Significant Unobservable Inputs in Valuation Techniques | Unobservable input Range Weighted Average* Revenue risk premium 1.9 % - 5.7 % 3.1 % Revenue volatility 14.0 % - 20.0 % 15.0 % Discount rate 6.1 % - 8.5 % 6.5 % Projected year of payment 2024 - 2032 * The weighted average rates were calculated based on the relative fair value of each business acquisition liability. |
Changes in Carrying Value of Business Acquisition Liabilities | Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Beginning balance $ 111,310 $ 64,882 $ 139,358 $ 68,258 Purchase price contingent consideration 1,923 — 21,066 — Changes resulting from foreign currency fluctuations 3 — 246 — Contingent cash payments ( 4,296 ) ( 2,832 ) ( 50,886 ) ( 5,524 ) Contingent RSU grants ( 181 ) ( 340 ) ( 517 ) ( 559 ) Changes in fair value of business acquisition liabilities 12,898 3,726 12,739 3,280 Contractual payable reclassification ( 325 ) ( 84 ) ( 674 ) ( 103 ) Ending balance $ 121,332 $ 65,352 $ 121,332 $ 65,352 |
INVENTORIES (Tables)
INVENTORIES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
INVENTORIES [Abstract] | |
Schedule of Inventory | June 30, December 31, (In thousands) 2024 2023 Raw materials $ 120,846 $ 103,349 Work in process 35,743 37,321 Finished goods 613,874 707,465 Total inventories $ 770,463 $ 848,135 |
PROPERTY AND EQUIPMENT (Tables)
PROPERTY AND EQUIPMENT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
PROPERTY AND EQUIPMENT [Abstract] | |
Schedule of Property and Equipment | Useful June 30, December 31, (In thousands) Life 2024 2023 Land — $ 9,739 $ 9,748 Buildings and improvements 31.5 103,873 102,449 Equipment 5 - 15 214,422 206,392 Instruments, modules, and cases 5 698,794 672,018 Other property and equipment 3 - 5 25,238 22,020 1,052,066 1,012,627 Less: accumulated depreciation and amortization ( 480,290 ) ( 425,695 ) Total $ 571,776 $ 586,932 |
Schedule of Depreciation Related to Property and Equipment | Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Depreciation $ 33,880 $ 13,528 $ 59,464 $ 27,035 |
GOODWILL AND INTANGIBLE ASSETS
GOODWILL AND INTANGIBLE ASSETS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | |
Summary of Goodwill | (In thousands) December 31, 2022 $ 197,471 Additions and adjustments 1,235,890 Foreign exchange 1,179 December 31, 2023 1,434,540 Additions and adjustments 20,953 Foreign exchange ( 1,376 ) June 30, 2024 $ 1,454,117 |
Summary of Intangible Assets | June 30, 2024 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Supplier network 10.0 $ 4,000 $ ( 3,867 ) $ 133 Customer relationships & other intangibles 10.6 352,671 ( 67,894 ) 284,777 Developed technology 8.0 694,344 ( 116,961 ) 577,383 Patents 16.1 9,063 ( 4,791 ) 4,272 Total intangible assets $ 1,060,078 $ ( 193,513 ) $ 866,565 Intangible assets as of December 31, 2023 included the following: December 31, 2023 (In thousands) Weighted Average Amortization Period (in years) Gross Carrying Amount Accumulated Amortization Intangible Assets, net Supplier network 10.0 $ 4,000 $ ( 3,667 ) $ 333 Customer relationships & other intangibles 10.6 353,849 ( 54,871 ) 298,978 Developed technology 8.0 695,226 ( 74,636 ) 620,590 Patents 16.1 9,266 ( 4,564 ) 4,702 Total intangible assets $ 1,062,341 $ ( 137,738 ) $ 924,603 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense | The following table summarizes amortization of intangible assets for future periods as of June 30, 2024 : (In thousands) Annual Amortization Remaining 2024 $ 59,912 2025 113,882 2026 110,202 2027 109,219 2028 105,764 Thereafter 367,586 Total $ 866,565 |
ACCRUED EXPENSES (Tables)
ACCRUED EXPENSES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
ACCRUED EXPENSES [Abstract] | |
Schedule of Accrued Expenses | June 30, December 31, (In thousands) 2024 2023 Compensation and other employee-related costs $ 114,558 $ 140,817 Legal and other settlements and expenses 4,342 9,335 Accrued non-income taxes 27,449 23,726 Royalties 10,271 10,130 Rebates 32,723 27,605 Other 26,542 28,847 Total accrued expenses $ 215,885 $ 240,460 |
DEBT (Tables)
DEBT (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
DEBT [Abstract] | |
Carrying Value of Senior Convertible Notes | June 30, 2024 December 31, (In thousands) 2024 2023 0.375 % Senior Convertible Notes due 2025: Principal $ 449,987 $ 449,987 Unamortized fair value adjustment for acquisition accounting 19,973 33,275 0.375 % Senior Convertible Notes due 2025 430,014 416,712 Embedded Conversion Option 471 687 Debt, net of unamortized fair value adjustments for acquisition accounting $ 430,485 $ 417,399 |
Summary of Interest Expense | Three Months June 30, Six Months Ended June 30, (In thousands) 2024 2023 2024 2023 Interest expense: Contractual coupon interest $ 422 $ — $ 844 $ — Amortization of fair value adjustments for acquisition accounting 6,658 — 13,315 — Total interest expense recognized on Senior Convertible Notes due 2025 $ 7,080 $ — $ 14,160 $ — Effective interest rates: Senior Convertible Notes due 2025 6.6 % 0.0 % 6.6 % 0.0 % |
EQUITY (Tables)
EQUITY (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
EQUITY [Abstract] | |
Accumulated Other Comprehensive Income (Loss) | (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive income/(loss), net of tax, at December 31, 2023 $ ( 1,862 ) $ ( 8,330 ) $ ( 10,192 ) Other comprehensive income/(loss) before reclassifications 1,133 ( 2,530 ) ( 1,397 ) Amounts reclassified from accumulated other comprehensive income/(loss), net of tax ( 262 ) — ( 262 ) Other comprehensive income/(loss), net of tax 871 ( 2,530 ) ( 1,659 ) Accumulated other comprehensive income/(loss), net of tax, at June 30, 2024 $ ( 991 ) $ ( 10,860 ) $ ( 11,851 ) (In thousands) Unrealized loss on marketable securities, net of tax Foreign currency translation adjustments Accumulated other comprehensive loss Accumulated other comprehensive income/(loss), net of tax, at December 31, 2022 $ ( 15,093 ) $ ( 9,537 ) $ ( 24,630 ) Other comprehensive income/(loss) before reclassifications 5,657 1,225 6,882 Amounts reclassified from accumulated other comprehensive income/(loss), net of tax ( 1,319 ) — ( 1,319 ) Other comprehensive income/(loss), net of tax 4,338 1,225 5,563 Accumulated other comprehensive income/(loss), net of tax, at June 30, 2023 $ ( 10,755 ) $ ( 8,312 ) $ ( 19,067 ) |
Schedule of Computation of Basic and Diluted Earnings | Three Months Ended Six Months Ended June 30, June 30, (In thousands, except per share amounts) 2024 2023 2024 2023 Numerator: Net income/(loss) for basic $ 31,760 $ 57,712 $ 24,643 $ 106,841 Dilutive potential net income /(loss) — — — — Adjusted net income (loss) for diluted $ 31,760 $ 57,712 24,643 106,841 Denominator for basic and diluted net income per share: Weighted average shares outstanding for basic 135,195 100,373 135,276 100,326 Dilutive stock options, RSUs, and PRSUs 1,784 1,409 1,559 1,663 Weighted average shares outstanding for diluted 136,979 101,782 136,836 101,989 Earnings per share: Basic $ 0.23 $ 0.57 $ 0.18 $ 1.06 Diluted $ 0.23 $ 0.57 $ 0.18 $ 1.05 Anti-dilutive stock options and RSUs excluded from the calculation 7,809 5,768 7,635 5,576 Anti-dilutive warrants excluded from the calculation 3,618 — 7,236 — Anti-dilutive Senior Convertible Notes due 2025 excluded from the calculation 3,618 — 7,236 — Total $ 15,045 $ 5,768 $ 22,107 $ 5,576 |
STOCK-BASED AWARDS (Tables)
STOCK-BASED AWARDS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
STOCK-BASED AWARDS [Abstract] | |
Summary of Stock Option Activity | Stock option activity during the six months ended June 30, 2024 is summarized as follows: Option Shares (thousands) Weighted average exercise price Weighted average remaining contractual life (years) Aggregate intrinsic value (thousands) Outstanding at December 31, 2023 11,401 $ 53.02 Granted 2,331 53.20 Exercised ( 441 ) 39.69 Forfeited ( 279 ) 58.55 Outstanding at June 30, 2024 13,012 53.41 6.7 $ 203,489 Exercisable at June 30, 2024 7,533 51.29 5.3 133,357 Expected to vest at June 30, 2024 5,478 $ 56.34 8.5 $ 70,132 |
Fair Value of Options Using Black Scholes Option Pricing Model | The fair value of the options was estimated on the date of the grant using a Black-Scholes option pricing model with the following assumptions: Six Months Ended June 30, 2024 2023 Risk-free interest rate 4.02 % - 4.74 % 3.45 % - 4.10 % Expected term (years) 4.7 - 5.5 4.7 Expected volatility 37.0 % - 38.9 % 35.0 % - 38.0 % Expected dividend yield —% —% |
Summary of Restricted Stock Unit Activity | Restricted Stock Units (thousands) Weighted average grant date fair value per share Weighted average remaining contractual life (years) Outstanding at December 31, 2023 820 $ 54.98 Granted 10 52.96 Vested ( 304 ) 54.10 Forfeited ( 47 ) 54.10 Outstanding at June 30, 2024 479 $ 55.58 2.57 |
Summary of Performance-Based Restricted Stock Unit Activity | Performance-Based Restricted Stock Units (thousands) Weighted average grant date fair value per share Weighted average remaining contractual life (years) Outstanding at December 31, 2023 106 $ 53.61 Granted — — Vested ( 5 ) 54.10 Forfeited ( 13 ) 54.10 Outstanding at June 30, 2024 88 $ 53.46 2.09 |
Stock-based Compensation Schedule | Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Stock-based compensation expense $ 12,813 $ 8,589 $ 30,073 $ 17,542 Net stock-based compensation capitalized into inventory 31 50 53 128 Total stock-based compensation cost $ 12,844 $ 8,639 $ 30,126 $ 17,670 |
INCOME TAXES (Tables)
INCOME TAXES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
INCOME TAXES [Abstract] | |
Summary of Effective Tax Rate | Three Months Ended Six Months Ended June 30, June 30, 2024 2023 2024 2023 Effective income tax rate 33.2 % 22.7 % 36.9 % 22.5 % |
RESTRUCTURING AND OTHER COSTS (
RESTRUCTURING AND OTHER COSTS (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
RESTRUCTURING AND OTHER COSTS [Abstract] | |
Summary of Recognized Pre-tax Costs | Three Months Ended Six Months Ended (In thousands) June 30, 2024 June 30, 2024 Cost of Sales $ — $ 143 Research and Development 25 1,520 Selling, General and Administrative 53 3,236 Restructuring Costs ( 566 ) 18,575 Total restructuring and other costs $ ( 488 ) $ 23,474 |
Summary of Activity Related To Restructuring Program | Three Months Ended Six Months Ended (In thousands) June 30, 2024 June 30, 2024 Beginning Balance $ 10,638 $ — Charges ( 488 ) 23,474 Cash Payments ( 1,142 ) ( 9,645 ) Settled non-cash ( 78 ) ( 4,899 ) June 30, 2024 $ 8,930 $ 8,930 |
LEASES (Tables)
LEASES (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
LEASES [Abstract] | |
Amount Reported in Condensed Consolidated Balance Sheet | June 30, December 31, (In thousands) 2024 2023 Asset: Operating lease right-of-use asset $ 53,881 $ 59,931 Finance lease right-of-use asset 1,660 797 Total leased assets $ 55,542 $ 60,728 Liabilities: Current: Operating lease liability 11,118 11,967 Finance lease liability 1,038 475 Long-term: Operating lease liability 87,702 91,037 Finance lease liability 684 337 Total lease liabilities $ 100,542 $ 103,816 |
Lease Expense | Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 Lease expense: Operating lease expense $ 6,593 $ 982 $ 12,200 $ 1,930 Finance lease expense Depreciation of right-of-use asset 165 — 348 — Interest expense on lease liabilities 27 — 56 — Total lease expense $ 6,785 $ 982 $ 12,604 $ 1,930 |
Future Minimum Lease Payments | (In thousands) Finance Leases Operating Leases Remaining 2024 $ 632 $ 8,916 2025 849 15,505 2026 314 14,128 2027 18 12,942 2028 4 11,820 Thereafter — 74,150 Total minimum lease payments $ 1,818 $ 137,461 Less: amount representing interest ( 97 ) ( 38,641 ) Present value of obligations under leases 1,722 98,820 Less: current portion ( 1,038 ) ( 11,118 ) Long-term lease obligations $ 684 $ 87,702 |
Summary of Supplemental Cash Flow Information | Six Months Ended June 30, June 30, (In thousands, except weighted average lease term and discount rate) 2024 2023 Other supplemental cash flow information: Cash paid for amounts included in measurement of lease liabilities Operating cash flows from operating leases $ 9,785 $ 1,248 Operating cash flows for finance leases 668 — Financing cash flows for finance leases 611 — Total cash paid for amounts included in the measurement of lease liabilities $ 11,064 $ 1,248 Right-of-use assets obtained in exchange for lease obligations Operating leases $ 1,507 $ 2,527 Financing leases $ — $ — Weighted-average remaining lease term Operating leases 9.1 2.8 Financing leases 2.4 — Weighted-average discount rate Operating leases 5.3 % 3.6 % Financing leases 5.0 % — |
SEGMENT AND GEOGRAPHIC INFORM_2
SEGMENT AND GEOGRAPHIC INFORMATION (Tables) | 6 Months Ended |
Jun. 30, 2024 | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Schedule of Total Net Sales and Total Property and Equipment by Geographical Area | Net Sales Three Months Ended Six Months Ended June 30, June 30, (In thousands) 2024 2023 2024 2023 United States $ 499,459 $ 245,490 $ 982,386 $ 479,609 International 130,232 46,125 253,971 88,694 Total $ 629,691 $ 291,615 $ 1,236,357 $ 568,303 The following table represents total property and equipment, net by geographic area, based on the location of the customer: Property and Equipment, Net As of June 30, December 31, (In thousands) 2024 2023 United States $ 522,548 $ 527,332 International 49,228 59,600 Total $ 571,776 $ 586,932 |
BACKGROUND (Narrative) (Details
BACKGROUND (Narrative) (Details) - $ / shares | 6 Months Ended | ||
Sep. 01, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | |
NuVasive Merger Agreement [Member] | |||
Common stock, par value | $ 0.001 | ||
Common Class A [Member] | |||
Common stock, par value | $ 0.001 | $ 0.001 | |
Conversion ratio of common stock | 1 | ||
Common Class A [Member] | NuVasive Merger Agreement [Member] | |||
Conversion ratio of common stock | 0.75 | 0.75 |
SUMMARY OF SIGNIFICANT ACCOUN_4
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Narrative) (Details) | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 USD ($) | Jun. 30, 2024 USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | ||
Goodwill impairment | $ 0 | $ 0 |
Impairment of finite-lived intangible assets | 0 | 0 |
Impairment of intangible assets | $ 0 | $ 0 |
Minimum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets, estimated useful lives | 1 year | 1 year |
Maximum [Member] | ||
Summary Of Significant Accounting Policies [Line Items] | ||
Intangible assets, estimated useful lives | 21 years | 21 years |
SUMMARY OF SIGNIFICANT ACCOUN_5
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Schedule of Changes to Contract Liabilities Related to Deferred Revenue) (Details) $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES [Abstract] | |
Beginning contract liabilities | $ 27,749 |
Revenue recognized from beginning of year contract liabilities | (13,548) |
Net advance consideration received during the period | 15,660 |
Ending contract liabilities | $ 29,861 |
ASSET ACQUISITIONS AND BUSINE_3
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Narrative) (Details) $ / shares in Units, $ in Thousands | 3 Months Ended | 6 Months Ended | ||||||||
Sep. 01, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) item $ / shares | Mar. 31, 2024 USD ($) item | Jun. 30, 2023 USD ($) | Mar. 31, 2023 USD ($) item | Dec. 31, 2022 USD ($) | Jun. 30, 2022 USD ($) item | Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2023 USD ($) | Dec. 31, 2023 USD ($) $ / shares | |
Business Acquisition [Line Items] | ||||||||||
Research and development | $ 37,698 | $ 21,347 | $ 94,966 | $ 42,429 | ||||||
Contingent consideration liability | 121,332 | 121,332 | $ 139,358 | |||||||
Goodwill | 1,454,117 | $ 197,471 | 1,454,117 | $ 1,434,540 | ||||||
Acquisition related costs | $ 13,734 | $ 5,707 | $ 16,152 | $ 7,068 | ||||||
Customer Relationships & Other Intangibles [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average amortization period | 10 years 7 months 6 days | 10 years 7 months 6 days | 10 years 7 months 6 days | |||||||
Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average amortization period | 8 years | 8 years | 8 years | |||||||
Fibriant B.V. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Research and development | $ 12,600 | |||||||||
Contingent consideration payment | 12,000 | |||||||||
Asset Acquisition, Consideration Transferred | 12,000 | |||||||||
Achievement Of Certain Performance Obligation [Member] | Fibriant B.V. [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Additional contingent consideration | $ 10,000 | |||||||||
Harvest Biologics, LLC [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Purchase price, preliminary post-closing adjustments | $ 1,400 | |||||||||
Purchase price allocation finalization period | 1 year | |||||||||
Inventory acquired | $ 3,300 | |||||||||
Business combination, consideration transferred | 30,000 | |||||||||
Goodwill | 15,200 | |||||||||
Harvest Biologics, LLC [Member] | Customer Relationships & Other Intangibles [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets acquired | $ 10,500 | |||||||||
Weighted average amortization period | 20 years | |||||||||
Harvest Biologics, LLC [Member] | Developed Technology [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Intangible assets acquired | $ 2,400 | |||||||||
Weighted average amortization period | 8 years | |||||||||
Series of Individually Immaterial Business Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquisitions | item | 1 | 1 | 1 | |||||||
Identifiable Assets | $ 400 | |||||||||
Inventory acquired | 1,000 | |||||||||
Goodwill | $ 17,900 | |||||||||
Payments to Acquire Businesses, Gross | $ 1,400 | |||||||||
Business combination, consideration transferred | $ 200 | |||||||||
Contingent payments, performance period | 10 years | |||||||||
Goodwill | $ 4,600 | |||||||||
Contingent consideration payment | 19,100 | $ 4,400 | ||||||||
Fair value adjustments to inventory | $ 1,800 | |||||||||
One Acquisition [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Number of acquisitions | item | 1 | |||||||||
Payments to Acquire Businesses, Gross | $ 100 | |||||||||
Contingent consideration liability | $ 1,900 | $ 1,900 | ||||||||
Contingent payments, performance period | 5 years | |||||||||
Goodwill | $ 2,000 | $ 2,000 | ||||||||
Two Acquisitions [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Weighted average amortization period | 10 years | |||||||||
Payments to Acquire Businesses, Gross | $ 500 | |||||||||
NuVasive Merger Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | ||||||||
NuVasive [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Future services amount, not yet expensed | $ 29,400 | |||||||||
Acquisition related costs recognized | 13,600 | |||||||||
Inventory acquired | $ 570,300 | $ 558,034 | 558,034 | |||||||
Payments to Acquire Businesses, Gross | 2,603,836 | 2,603,836 | ||||||||
Business combination, consideration transferred | 2,603,836 | |||||||||
Goodwill | 924,155 | $ 1,235,588 | 1,235,588 | |||||||
Acquisition related costs | 12,900 | |||||||||
Repaid debt outstanding | 420,762 | 420,800 | ||||||||
Fair value of assumed equity awards | $ 28,635 | 28,600 | ||||||||
Awards vested post acquisition | $ 42,300 | |||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | |||||||||
Convertible Debt [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Stated interest rate | 0.375% | 0.375% | 0.375% | 0.375% | ||||||
Common Class A [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Common Stock, Par or Stated Value Per Share | $ / shares | $ 0.001 | $ 0.001 | $ 0.001 | |||||||
Conversion of Stock, Shares Converted | shares | 1 | |||||||||
Common Class A [Member] | NuVasive Merger Agreement [Member] | ||||||||||
Business Acquisition [Line Items] | ||||||||||
Conversion of Stock, Shares Converted | shares | 0.75 | 0.75 |
ASSET ACQUISITIONS AND BUSINE_4
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Summary Of Aggregate Consideration Of Merger) (Details) - NuVasive [Member] $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended | |
Sep. 01, 2023 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) | |
Business Acquisition [Line Items] | ||
NuVasive shares outstanding as of September 1, 2023 | shares | 52,451 | |
NuVasive accelerated equity awards | shares | 632 | |
Globus exchange ratio | 0.75 | |
Globus Class A Common Stock to be issued in exchange for NuVasive shares | shares | 39,813 | |
Globus closing share price | $ / shares | $ 54.10 | |
Total Value Class A Common Stock | $ 2,153,860 | |
2025 Warrants | 579 | |
Repayment of revolving credit facility | 420,762 | $ 420,800 |
Fair value of assumed equity awards | 28,635 | $ 28,600 |
Total purchase price | $ 2,603,836 |
ASSET ACQUISITIONS AND BUSINE_5
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Summary Of Preliminary Purchase Price) (Details) - USD ($) $ in Thousands | 6 Months Ended | |||
Sep. 01, 2023 | Jun. 30, 2024 | Dec. 31, 2023 | Dec. 31, 2022 | |
Business Acquisition [Line Items] | ||||
Goodwill | $ 1,454,117 | $ 1,434,540 | $ 197,471 | |
NuVasive [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets (excluding accounts receivable and inventories) | $ 158,112 | 158,150 | ||
Accounts receivable | 249,591 | 242,679 | ||
Inventories | 570,300 | 558,034 | ||
Property, plant, and equipment | 361,118 | 361,716 | ||
Operating lease ROU asset | 90,457 | 58,283 | ||
Intangible assets | 1,222,000 | 899,000 | ||
Other long-term assets | 25,973 | 39,084 | ||
Deferred income taxes | 4,837 | 5,814 | ||
Total Assets | 2,682,388 | 2,322,760 | ||
Current Liabilities | 185,175 | 184,570 | ||
Operating lease liabilities, including current portion | 109,110 | 101,352 | ||
Business acquisition liabilities, including current portion | 66,873 | 66,873 | ||
Senior convertible notes | 409,500 | 409,500 | ||
Deferred income taxes and other tax liabilities | 194,553 | 178,518 | ||
Other liabilities | 37,496 | 13,699 | ||
Total liabilities | 1,002,707 | 954,512 | ||
Fair value of acquired identifiable assets and liabilities | 1,679,681 | 1,368,248 | ||
Purchase price | 2,603,836 | 2,603,836 | ||
Less: Fair value of acquired identifiable assets and liabilities | (1,679,681) | (1,368,248) | ||
Goodwill | $ 924,155 | 1,235,588 | ||
NuVasive [Member] | Measurement Period and Other Adjustments [Member] | ||||
Business Acquisition [Line Items] | ||||
Current assets (excluding accounts receivable and inventories) | 38 | |||
Accounts receivable | (6,912) | |||
Inventories | (12,266) | |||
Property, plant, and equipment | 598 | |||
Operating lease ROU asset | (32,174) | |||
Intangible assets | (323,000) | |||
Other long-term assets | 13,111 | |||
Deferred income taxes | 977 | |||
Total Assets | (359,628) | |||
Current Liabilities | (605) | |||
Operating lease liabilities, including current portion | (7,758) | |||
Deferred income taxes and other tax liabilities | (16,035) | |||
Other liabilities | (23,797) | |||
Total liabilities | (48,195) | |||
Fair value of acquired identifiable assets and liabilities | (311,433) | |||
Less: Fair value of acquired identifiable assets and liabilities | $ 311,433 |
ASSET ACQUISITIONS AND BUSINE_6
ASSET ACQUISITIONS AND BUSINESS COMBINATIONS (Summary Of Estimated Fair Value Of Identifiable Assets Acquired) (Details) - NuVasive [Member] $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) | |
Developed Technology [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 607,000 |
Useful Life | 8 years |
Customer Relationships & Other Intangibles [Member] | |
Business Acquisition [Line Items] | |
Fair Value | $ 292,000 |
Useful Life | 11 years |
NET SALES (Schedule of Net Sale
NET SALES (Schedule of Net Sales by Product Category) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 629,691 | $ 291,615 | $ 1,236,357 | $ 568,303 |
Musculoskeletal Solutions [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | 592,913 | 256,855 | 1,167,610 | 508,462 |
Enabling Technologies [Member] | ||||
Disaggregation of Revenue [Line Items] | ||||
Net sales | $ 36,778 | $ 34,760 | $ 68,747 | $ 59,841 |
MARKETABLE SECURITIES (Narrativ
MARKETABLE SECURITIES (Narrative) (Details) | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
Short-term Investments [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | |
Long-term Investments [Member] | Minimum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 1 year | 1 year |
Long-term Investments [Member] | Maximum [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Contractual Maturity | 3 years | 3 years |
MARKETABLE SECURITIES (Composit
MARKETABLE SECURITIES (Composition of Marketable Securities) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost, Short-term | $ 83,413 | $ 51,630 |
Gross Unrealized Gains, Short-term | 2 | |
Gross Unrealized Losses, Short-term | (906) | (1,133) |
Fair Value, Short-term | 82,509 | 50,497 |
Amortized Cost, Long-term | 28,212 | 76,749 |
Gross Unrealized Losses, Long-term | (417) | (1,321) |
Fair Value, Long-term | 27,795 | 75,428 |
Municipal Bonds [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost, Short-term | 8,252 | 11,210 |
Gross Unrealized Losses, Short-term | (27) | (224) |
Fair Value, Short-term | 8,225 | 10,986 |
Amortized Cost, Long-term | 5,708 | 7,180 |
Gross Unrealized Losses, Long-term | (92) | (109) |
Fair Value, Long-term | 5,616 | 7,071 |
Corporate Debt Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost, Short-term | 51,513 | 38,416 |
Gross Unrealized Gains, Short-term | 2 | |
Gross Unrealized Losses, Short-term | (486) | (853) |
Fair Value, Short-term | 51,029 | 37,563 |
Amortized Cost, Long-term | 1,748 | 21,707 |
Gross Unrealized Losses, Long-term | (29) | (432) |
Fair Value, Long-term | 1,719 | 21,275 |
Asset-backed Securities [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost, Long-term | 12,885 | 17,499 |
Gross Unrealized Losses, Long-term | (209) | (338) |
Fair Value, Long-term | 12,676 | 17,161 |
Government, Federal Agency, And Other Sovereign Obligations [Member] | ||
Debt Securities, Available-for-sale [Line Items] | ||
Amortized Cost, Short-term | 23,648 | 2,004 |
Gross Unrealized Losses, Short-term | (393) | (56) |
Fair Value, Short-term | 23,255 | 1,948 |
Amortized Cost, Long-term | 7,871 | 30,363 |
Gross Unrealized Losses, Long-term | (87) | (442) |
Fair Value, Long-term | $ 7,784 | $ 29,921 |
FAIR VALUE MEASUREMENTS (Narrat
FAIR VALUE MEASUREMENTS (Narrative) (Details) $ in Millions | Jun. 30, 2024 USD ($) |
Fair Value, Inputs, Level 2 [Member] | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | |
Estimated fair value of 2025 Notes | $ 432.6 |
FAIR VALUE MEASUREMENTS (Fair V
FAIR VALUE MEASUREMENTS (Fair Value of Assets and Liabilities Measured on Recurring Basis) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Mar. 31, 2024 | Dec. 31, 2023 | Jun. 30, 2023 | Mar. 31, 2023 | Dec. 31, 2022 |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents | $ 243,685 | $ 203,689 | ||||
Senior Convertible Notes due 2025 | 432,159 | 417,363 | ||||
Bifurcated Conversion Option of the Senior Convertible Notes due 2025 | 471 | 687 | ||||
Business acquisition liabilities | 121,332 | 139,358 | ||||
Municipal Bonds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 13,841 | 18,057 | ||||
Corporate Debt Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 52,748 | 58,838 | ||||
Asset-backed Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 12,676 | 17,161 | ||||
Government, Federal Agency, And Other Sovereign Obligations [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 31,039 | 31,869 | ||||
2025 Hedge [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 471 | 687 | ||||
Fair Value, Inputs, Level 1 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Cash equivalents | 243,685 | 203,689 | ||||
Senior Convertible Notes due 2025 | 432,159 | 417,363 | ||||
Fair Value, Inputs, Level 1 [Member] | Government, Federal Agency, And Other Sovereign Obligations [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 2,928 | |||||
Fair Value, Inputs, Level 2 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Bifurcated Conversion Option of the Senior Convertible Notes due 2025 | 471 | 687 | ||||
Fair Value, Inputs, Level 2 [Member] | Municipal Bonds [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 13,841 | 18,057 | ||||
Fair Value, Inputs, Level 2 [Member] | Corporate Debt Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 52,748 | 58,838 | ||||
Fair Value, Inputs, Level 2 [Member] | Asset-backed Securities [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 12,676 | 17,161 | ||||
Fair Value, Inputs, Level 2 [Member] | Government, Federal Agency, And Other Sovereign Obligations [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 31,039 | 28,941 | ||||
Fair Value, Inputs, Level 2 [Member] | 2025 Hedge [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Securities | 471 | 687 | ||||
Fair Value, Inputs, Level 3 [Member] | ||||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||||
Business acquisition liabilities | $ 121,332 | $ 111,310 | $ 139,358 | $ 65,352 | $ 64,882 | $ 68,258 |
FAIR VALUE MEASUREMENTS (Signif
FAIR VALUE MEASUREMENTS (Significant Unobservable Inputs in Valuation Techniques) (Details) - Fair Value, Inputs, Level 3 [Member] | 6 Months Ended | |
Jun. 30, 2024 | ||
Revenue Risk Premium [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.057 | |
Revenue Risk Premium [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.019 | |
Revenue Risk Premium [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.031 | [1] |
Revenue Volatility [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.200 | |
Revenue Volatility [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.140 | |
Revenue Volatility [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.150 | [1] |
Discount Rate [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.085 | |
Discount Rate [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.061 | |
Discount Rate [Member] | Weighted Average [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Business acquisition liabilities, measurement input | 0.065 | [1] |
Probability Of Payment [Member] | Maximum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Projected year of payment | 2032 | |
Probability Of Payment [Member] | Minimum [Member] | ||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Projected year of payment | 2024 | |
[1] The weighted average rates were calculated based on the relative fair value of each business acquisition liability. |
FAIR VALUE MEASUREMENTS (Change
FAIR VALUE MEASUREMENTS (Changes in Carrying Value of Business Acquisition Liabilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value measurement, beginning balance | $ 139,358 | |||
Fair value measurement, ending balance | $ 121,332 | 121,332 | ||
Fair Value, Inputs, Level 3 [Member] | ||||
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||||
Fair value measurement, beginning balance | 111,310 | $ 64,882 | 139,358 | $ 68,258 |
Purchase price contingent consideration | 1,923 | 21,066 | ||
Changes resulting from foreign currency fluctuations | 3 | 246 | ||
Contingent cash payments | (4,296) | (2,832) | (50,886) | (5,524) |
Contingent RSU grants | (181) | (340) | (517) | (559) |
Changes in fair value of business acquisition liabilities | 12,898 | 3,726 | 12,739 | 3,280 |
Contractual payable reclassification | (325) | (84) | (674) | (103) |
Fair value measurement, ending balance | $ 121,332 | $ 65,352 | $ 121,332 | $ 65,352 |
INVENTORIES (Narrative) (Detail
INVENTORIES (Narrative) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Inventory [Line Items] | ||||
Net adjustment to cost of sales related to excess and obsolete inventory | $ 6,600 | $ 1,900 | $ 10,500 | $ 4,000 |
Excess and obsolete related provisions | 8,600 | 3,400 | 13,800 | 6,900 |
Inventory sales and disposals related provisions | 2,000 | $ 1,500 | 3,300 | $ 2,900 |
Amortization of inventory fair value step up | 107,341 | |||
NuVasive [Member] | ||||
Inventory [Line Items] | ||||
Amortization of inventory fair value step up | 53,700 | 107,300 | ||
Step up in value of inventory | 23,700 | 23,700 | ||
Work in process | 3,000 | 3,000 | ||
Finished goods | 199,600 | 199,600 | ||
NuVasive [Member] | Step Up In Value Inventory [Member] | ||||
Inventory [Line Items] | ||||
Step up in value of inventory | $ 202,600 | $ 202,600 |
INVENTORIES (Schedule of Invent
INVENTORIES (Schedule of Inventory) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
INVENTORIES [Abstract] | ||
Raw materials | $ 120,846 | $ 103,349 |
Work in process | 35,743 | 37,321 |
Finished goods | 613,874 | 707,465 |
Total inventories | $ 770,463 | $ 848,135 |
PROPERTY AND EQUIPMENT (Schedul
PROPERTY AND EQUIPMENT (Schedule of Property and Equipment) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 1,052,066 | $ 1,012,627 |
Less: accumulated depreciation and amortization | (480,290) | (425,695) |
Total | 571,776 | 586,932 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | 9,739 | 9,748 |
Building And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 103,873 | 102,449 |
Useful Life | 31 years 6 months | |
Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 214,422 | 206,392 |
Instruments, Modules And Cases [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 698,794 | 672,018 |
Useful Life | 5 years | |
Other Property And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment | $ 25,238 | $ 22,020 |
Maximum [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 15 years | |
Maximum [Member] | Other Property And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Minimum [Member] | Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 5 years | |
Minimum [Member] | Other Property And Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Useful Life | 3 years |
PROPERTY AND EQUIPMENT (Sched_2
PROPERTY AND EQUIPMENT (Schedule of Depreciation Related to Property and Equipment) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
PROPERTY AND EQUIPMENT [Abstract] | ||||
Depreciation | $ 33,880 | $ 13,528 | $ 59,464 | $ 27,035 |
GOODWILL AND INTANGIBLE ASSET_2
GOODWILL AND INTANGIBLE ASSETS (Summary of Goodwill) (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2024 | Dec. 31, 2023 | |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||
Goodwill, Beginning Balance | $ 1,434,540 | $ 197,471 |
Additions and adjustments | 20,953 | 1,235,890 |
Foreign exchange | (1,376) | 1,179 |
Goodwill, Ending Balance | $ 1,454,117 | $ 1,434,540 |
GOODWILL AND INTANGIBLE ASSET_3
GOODWILL AND INTANGIBLE ASSETS (Summary of Intangible Assets) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
Finite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount | $ 1,060,078 | $ 1,062,341 |
Accumulated amortization | (193,513) | (137,738) |
Total intangible assets subject to amortization | 866,565 | 924,603 |
Total intangible assets, net | $ 866,565 | $ 924,603 |
Supplier Network [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years | 10 years |
Gross Carrying Amount | $ 4,000 | $ 4,000 |
Accumulated amortization | (3,867) | (3,667) |
Total intangible assets subject to amortization | $ 133 | $ 333 |
Customer Relationships & Other Intangibles [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 10 years 7 months 6 days | 10 years 7 months 6 days |
Gross Carrying Amount | $ 352,671 | $ 353,849 |
Accumulated amortization | (67,894) | (54,871) |
Total intangible assets subject to amortization | $ 284,777 | $ 298,978 |
Developed Technology [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 8 years | 8 years |
Gross Carrying Amount | $ 694,344 | $ 695,226 |
Accumulated amortization | (116,961) | (74,636) |
Total intangible assets subject to amortization | $ 577,383 | $ 620,590 |
Patents [Member] | ||
Finite-Lived Intangible Assets [Line Items] | ||
Weighted average amortization period | 16 years 1 month 6 days | 16 years 1 month 6 days |
Gross Carrying Amount | $ 9,063 | $ 9,266 |
Accumulated amortization | (4,791) | (4,564) |
Total intangible assets subject to amortization | $ 4,272 | $ 4,702 |
GOODWILL AND INTANGIBLE ASSET_4
GOODWILL AND INTANGIBLE ASSETS (Schedule of Finite-Lived Intangible Assets, Future Amortization Expense) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
GOODWILL AND INTANGIBLE ASSETS [Abstract] | ||
Remaining 2024 | $ 59,912 | |
2025 | 113,882 | |
2026 | 110,202 | |
2027 | 109,219 | |
2028 | 105,764 | |
Thereafter | 367,586 | |
Total intangible assets subject to amortization | $ 866,565 | $ 924,603 |
ACCRUED EXPENSES (Schedule of A
ACCRUED EXPENSES (Schedule of Accrued Expenses) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
ACCRUED EXPENSES [Abstract] | ||
Compensation and other employee-related costs | $ 114,558 | $ 140,817 |
Legal and other settlements and expenses | 4,342 | 9,335 |
Accrued non-income taxes | 27,449 | 23,726 |
Royalties | 10,271 | 10,130 |
Rebates | 32,723 | 27,605 |
Other | 26,542 | 28,847 |
Total accrued expenses | $ 215,885 | $ 240,460 |
DEBT (Narrative I) (Details)
DEBT (Narrative I) (Details) | 1 Months Ended | 6 Months Ended | ||
Sep. 30, 2023 USD ($) | Jun. 30, 2024 USD ($) item $ / shares shares | Dec. 31, 2023 USD ($) | Sep. 01, 2023 USD ($) | |
Revolving Credit Facility [Member] | Citizens Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, maximum borrowing capacity | $ 400,000,000 | |||
Credit facility, amount of possible increase | $ 200,000,000 | |||
Line of credit facility, expiration date | Sep. 27, 2028 | |||
Line of credit, borrowed amount | $ 0 | |||
Revolving Credit Facility [Member] | Minimum [Member] | Citizens Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Leverage ratio | 0.25 | |||
Revolving Credit Facility [Member] | Minimum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, basis spread on variable rate | 0.125% | |||
Revolving Credit Facility [Member] | Minimum [Member] | SOFR [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, basis spread on variable rate | 1.125% | |||
Revolving Credit Facility [Member] | Maximum [Member] | Citizens Bank [Member] | ||||
Debt Instrument [Line Items] | ||||
Leverage ratio | 1 | |||
Revolving Credit Facility [Member] | Maximum [Member] | Base Rate [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, basis spread on variable rate | 0.625% | |||
Revolving Credit Facility [Member] | Maximum [Member] | SOFR [Member] | ||||
Debt Instrument [Line Items] | ||||
Credit facility, basis spread on variable rate | 1.625% | |||
Convertible Debt [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt conversion, converted instrument, shares issued | shares | 8.0399 | |||
Debt Conversion, converted Instrument, Amount | $ 1,000 | |||
Conversion price | $ / shares | $ 124.38 | |||
Debt, face amount | $ 450,000,000 | |||
Stated interest rate | 0.375% | 0.375% | 0.375% | |
Principal amount | $ 449,987,000 | $ 449,987,000 | $ 450,000,000 | |
Embedded conversion option | 471,000 | $ 687,000 | ||
Debt discount to be accreted as interest expense | $ 42,200,000 | |||
Debt instrument, maturity date | Mar. 15, 2025 | |||
Principal payments | $ 0 | |||
Convertible Debt [Member] | 0.375% Senior Convertible Notes due 2025 [Member] | ||||
Debt Instrument [Line Items] | ||||
Residual amount allocated to host debt instrument | 407,800,000 | |||
Embedded conversion option | $ 500,000 | $ 700,000 | ||
Convertible Debt [Member] | Debt Instrument, Redemption, Period One [Member] | ||||
Debt Instrument [Line Items] | ||||
Threshold trading days | item | 20 | |||
Threshold consecutive trading days | item | 30 | |||
Threshold percentage of stock price trigger | 130% | |||
Convertible Debt [Member] | Debt Instrument, Redemption, Period Two [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Conversion, converted Instrument, Amount | $ 1,000 | |||
Threshold trading days | item | 5 | |||
Threshold consecutive trading days | item | 5 | |||
Threshold percentage of stock price trigger | 98% | |||
Convertible Debt [Member] | Debt Instrument, Redemption, Period Three [Member] | ||||
Debt Instrument [Line Items] | ||||
Threshold trading days | item | 20 | |||
Threshold consecutive trading days | item | 30 | |||
Threshold percentage of stock price trigger | 130% | |||
Debt Instrument, Redemption Price, Percentage | 100% |
DEBT (Narrative II) (Details)
DEBT (Narrative II) (Details) $ in Millions | 6 Months Ended | |
Sep. 01, 2023 USD ($) $ / item shares | Jun. 30, 2024 USD ($) $ / item shares | |
Note Warrant [Member] | ||
Derivative [Line Items] | ||
Amount of shares entitled to purchase | shares | 3,617,955 | |
Strike price | $ / item | 170.45 | |
Warrant fair value within additional paid-in capital | $ | $ 0.6 | |
2025 Hedge [Member] | ||
Derivative [Line Items] | ||
Amount of shares entitled to purchase | shares | 3,617,955 | |
Strike price | $ / item | 124.38 | |
Convertible Debt [Member] | ||
Derivative [Line Items] | ||
Embedded conversion feature at fair value | $ | $ 1.7 | $ 0.5 |
DEBT (Carrying Value Of Senior
DEBT (Carrying Value Of Senior Convertible Notes) (Details) - Convertible Debt [Member] - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 | Sep. 01, 2023 |
Debt Instrument [Line Items] | |||
Principal amount | $ 449,987 | $ 449,987 | $ 450,000 |
Unamortized fair value adjustment for acquisition accounting | 19,973 | 33,275 | |
0.375% Senior Convertible Notes due 2025 | 430,014 | 416,712 | |
Embedded conversion option | 471 | 687 | |
Debt, net of unamortized fair value adjustments for acquisition accounting | $ 430,485 | $ 417,399 | |
Stated interest rate | 0.375% | 0.375% | 0.375% |
DEBT (Summary Of Interest Expen
DEBT (Summary Of Interest Expense) (Details) - 0.375% Senior Convertible Notes due 2025 [Member] - Convertible Debt [Member] - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2024 | Jun. 30, 2023 | |
Debt Instrument [Line Items] | |||
Contractual coupon interest | $ 422 | $ 844 | |
Amortization of fair value adjustments for acquisition accounting | 6,658 | 13,315 | |
Total interest expense recognized on Senior Convertible Notes due 2025 | $ 7,080 | $ 14,160 | |
Effective interest rates: | 6.60% | 6.60% | 0% |
EQUITY (Narrative) (Details)
EQUITY (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||||
Jun. 30, 2024 USD ($) $ / shares shares | Jun. 30, 2024 USD ($) item item / shares $ / shares shares | Dec. 31, 2023 shares | Sep. 27, 2023 USD ($) | Mar. 04, 2022 USD ($) | Mar. 11, 2020 USD ($) | |
Class of Stock [Line Items] | ||||||
Total number of shares repurchased | 29,600,000 | 1,600,000 | ||||
Average Price Paid per Share | $ / shares | $ 49.67 | $ 52.14 | ||||
Dollar amount of shares repurchased | $ | $ 1.5 | $ 84.8 | ||||
Common stock, shares authorized | 775,000,000 | 775,000,000 | ||||
Common Class A [Member] | ||||||
Class of Stock [Line Items] | ||||||
Stock repurchase plan, authorized amount | $ | $ 200 | |||||
Additional stock repurchase plan, authorized amount | $ | $ 350 | $ 200 | ||||
Stock repurchase plan, remaining authorized amount | $ | $ 190.3 | $ 190.3 | ||||
Common stock, shares authorized | 500,000,000 | 500,000,000 | 500,000,000 | |||
Number of votes per share | item / shares | 1 | |||||
Shares converted from other class | 1 | |||||
Common Class B [Member] | ||||||
Class of Stock [Line Items] | ||||||
Common stock, shares authorized | 275,000,000 | 275,000,000 | 275,000,000 | |||
Number of votes per share | item | 10 |
EQUITY (Accumulated Other Compr
EQUITY (Accumulated Other Comprehensive Income (Loss)) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total equity, beginning of period | $ 3,922,361 | $ 1,914,820 | $ 3,997,959 | $ 1,846,373 |
Total other comprehensive income/(loss), net of tax | (806) | 355 | (1,659) | 5,563 |
Total equity, end of period | 3,976,365 | 1,985,065 | 3,976,365 | 1,985,065 |
Accumulated Other Comprehensive Income/(Loss) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total equity, beginning of period | (11,045) | (19,422) | (10,192) | (24,630) |
Other comprehensive income/(loss) before reclassifications | (1,397) | 6,882 | ||
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | (262) | (1,319) | ||
Total other comprehensive income/(loss), net of tax | (1,659) | 5,563 | ||
Total equity, end of period | (11,851) | (19,067) | (11,851) | (19,067) |
Unrealized Loss On Marketable Securities, Net Of Tax [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total equity, beginning of period | (1,862) | (15,093) | ||
Other comprehensive income/(loss) before reclassifications | 1,133 | 5,657 | ||
Amounts reclassified from accumulated other comprehensive income/(loss), net of tax | (262) | (1,319) | ||
Total other comprehensive income/(loss), net of tax | 871 | 4,338 | ||
Total equity, end of period | (991) | (10,755) | (991) | (10,755) |
Foreign Currency Translation Adjustments [Member] | Accumulated Other Comprehensive Income/(Loss) [Member] | ||||
Accumulated Other Comprehensive Income (Loss) [Line Items] | ||||
Total equity, beginning of period | (8,330) | (9,537) | ||
Other comprehensive income/(loss) before reclassifications | (2,530) | 1,225 | ||
Total other comprehensive income/(loss), net of tax | (2,530) | 1,225 | ||
Total equity, end of period | $ (10,860) | $ (8,312) | $ (10,860) | $ (8,312) |
EQUITY (Schedule of Computation
EQUITY (Schedule of Computation of Basic and Diluted Earnings) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Net income/(loss) for basic: | $ 31,760 | $ 57,712 | $ 24,643 | $ 106,841 |
Adjusted net income (loss) for diluted | $ 31,760 | $ 57,712 | $ 24,643 | $ 106,841 |
Weighted average shares outstanding for basic | 135,195 | 100,373 | 135,276 | 100,326 |
Dilutive stock options, RSUs, and PRSUs | 1,784 | 1,409 | 1,559 | 1,663 |
Weighted average shares outstanding for diluted | 136,979 | 101,782 | 136,836 | 101,989 |
Basic | $ 0.23 | $ 0.57 | $ 0.18 | $ 1.06 |
Diluted | $ 0.23 | $ 0.57 | $ 0.18 | $ 1.05 |
Anti-dilutive award excluded from the calculation | 15,045 | 5,768 | 22,107 | 5,576 |
Stock Options And RSUs [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive award excluded from the calculation | 7,809 | 5,768 | 7,635 | 5,576 |
Warrant [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive award excluded from the calculation | 3,618 | 7,236 | ||
Senior Convertible Notes due 2025 [Member] | ||||
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items] | ||||
Anti-dilutive award excluded from the calculation | 3,618 | 7,236 |
STOCK-BASED AWARDS (Narrative)
STOCK-BASED AWARDS (Narrative) (Details) $ / shares in Units, $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 USD ($) ShareBasedCompensationPlan $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | Jun. 30, 2024 USD ($) ShareBasedCompensationPlan $ / shares shares | Jun. 30, 2023 USD ($) $ / shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Unrecognized compensation expense, unvested stock options | $ | $ 109.5 | $ 109.5 | ||
Weighted average period of recognition, unvested stock options | 2 years 7 months 28 days | |||
Number of stock plans | ShareBasedCompensationPlan | 4 | 4 | ||
Option shares granted | 2,331,000 | |||
Intrinsic value of stock options exercised | $ | $ 7.1 | $ 2.8 | $ 9.9 | $ 8.1 |
Stock Option [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Award vesting period | 4 years | |||
Maximum contractual term | 10 years | |||
Weighted average grant date fair value per share | $ / shares | $ 21.47 | $ 21.61 | $ 21.15 | $ 22.21 |
PRSU's [Member] | Minimum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share payout levels, percentage | 0% | |||
PRSU's [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Share payout levels, percentage | 100% | |||
2012 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Option shares granted | 0 | |||
Base number of shares that may be issuable under stock plan | 3,076,923 | 3,076,923 | ||
2012 Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Number of shares authorized | 10,769,230 | 10,769,230 | ||
Annual percentage limit for incremental shares that may be issued | 3% | 3% | ||
2021 Plan [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Base number of shares that may be issuable under stock plan | 9,000,000 | 9,000,000 | ||
2021 Plan [Member] | Maximum [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Base number of shares that may be issuable under stock plan | 9,000,000 | 9,000,000 | ||
2021 Plan [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved under stock based plans | 9,867,378 | 9,867,378 | ||
Number of shares available for grant | 3,097,512 | 3,097,512 | ||
NuVasive 2014 Plan [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved under stock based plans | 359,217 | 359,217 | ||
Number of shares available for grant | 0 | 0 | ||
Ellipse 2015 Plan [Member] | Common Class A [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Reserved under stock based plans | 377,489 | 377,489 | ||
Number of shares available for grant | 276,888 | 276,888 |
STOCK-BASED AWARDS (Summary of
STOCK-BASED AWARDS (Summary of Stock Option Activity) (Details) $ / shares in Units, shares in Thousands, $ in Thousands | 6 Months Ended |
Jun. 30, 2024 USD ($) $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding [Roll Forward] | |
Option shares outstanding beginning balance | shares | 11,401 |
Option shares granted | shares | 2,331 |
Option shares exercised | shares | (441) |
Option shares forfeited | shares | (279) |
Option shares outstanding ending balance | shares | 13,012 |
Option shares exercisable | shares | 7,533 |
Option shares expected to vest | shares | 5,478 |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price | |
Weighted average exercise price per share outstanding beginning balance | $ / shares | $ 53.02 |
Weighted average exercise price per share granted | $ / shares | 53.20 |
Weighted average exercise price per share exercised | $ / shares | 39.69 |
Weighted average exercise price per share forfeited | $ / shares | 58.55 |
Weighted average exercise price per share outstanding ending balance | $ / shares | 53.41 |
Weighted average exercise price per share exercisable | $ / shares | 51.29 |
Weighted average exercise price per share expected to vest | $ / shares | $ 56.34 |
Weighted average remaining contractual life outstanding | 6 years 8 months 12 days |
Weighted average remaining contractual life exercisable | 5 years 3 months 18 days |
Weighted average remaining contractual life expected to vest | 8 years 6 months |
Aggregate intrinsic value outstanding | $ | $ 203,489 |
Aggregate intrinsic value exercisable | $ | 133,357 |
Aggregate intrinsic value expected to vest | $ | $ 70,132 |
STOCK-BASED AWARDS (Fair Value
STOCK-BASED AWARDS (Fair Value of Options Using Black Scholes Option Pricing Model) (Details) | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Risk-free interest rate, minimum | 4.02% | 3.45% |
Risk-free interest rate, maximum | 4.74% | 4.10% |
Expected term (years) | 4 years 8 months 12 days | |
Expected volatility, minimum | 37% | 35% |
Expected volatility, maximum | 38.90% | 38% |
Expected dividend yield | ||
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 5 years 6 months | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected term (years) | 4 years 8 months 12 days |
STOCK-BASED AWARDS (Summary o_2
STOCK-BASED AWARDS (Summary of Restricted Stock Unit Activity) (Details) - Restricted Stock Units (RSUs) [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Beginning Balance | shares | 820 |
Granted | shares | 10 |
Vested | shares | (304) |
Forfeited | shares | (47) |
Outstanding, Ending Balance | shares | 479 |
Weighted average grant date fair value per share, Beginning Balance | $ / shares | $ 54.98 |
Weighted average grant date fair value per share, Granted | $ / shares | 52.96 |
Weighted average grant date fair value per share, Vested | $ / shares | 54.10 |
Weighted average grant date fair value per share, Forfeited | $ / shares | 54.10 |
Weighted average grant date fair value per share, Ending Balance | $ / shares | $ 55.58 |
Weighted average remaining contractual life (years) | 2 years 6 months 25 days |
STOCK-BASED AWARDS (Summary o_3
STOCK-BASED AWARDS (Summary of Performance-Based Restricted Stock Unit Activity) (Details) - PRSU's [Member] shares in Thousands | 6 Months Ended |
Jun. 30, 2024 $ / shares shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Outstanding, Beginning Balance | shares | 106 |
Vested | shares | (5) |
Forfeited | shares | (13) |
Outstanding, Ending Balance | shares | 88 |
Weighted average grant date fair value per share, Beginning Balance | $ / shares | $ 53.61 |
Weighted average grant date fair value per share, Vested | $ / shares | 54.10 |
Weighted average grant date fair value per share, Forfeited | $ / shares | 54.10 |
Weighted average grant date fair value per share, Ending Balance | $ / shares | $ 53.46 |
Weighted average remaining contractual life (years) | 2 years 1 month 2 days |
STOCK-BASED AWARDS (Stock-based
STOCK-BASED AWARDS (Stock-based Compensation Schedule) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
STOCK-BASED AWARDS [Abstract] | ||||
Stock-based compensation expense | $ 12,813 | $ 8,589 | $ 30,073 | $ 17,542 |
Net stock-based compensation capitalized into inventory | 31 | 50 | 53 | 128 |
Total stock-based compensation cost | $ 12,844 | $ 8,639 | $ 30,126 | $ 17,670 |
INCOME TAXES (Summary of Effect
INCOME TAXES (Summary of Effective Tax Rate) (Details) | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
INCOME TAXES [Abstract] | ||||
Effective income tax rate | 33.20% | 22.70% | 36.90% | 22.50% |
RESTRUCTURING AND OTHER COSTS_2
RESTRUCTURING AND OTHER COSTS (Summary of Recognized Pre-tax Costs) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other costs | $ (488) | $ 23,474 |
Cost of Sales [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other costs | 143 | |
Research and Development [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other costs | 25 | 1,520 |
Selling, General and Administrative Expenses [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other costs | 53 | 3,236 |
Restructuring Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Total restructuring and other costs | $ (566) | $ 18,575 |
RESTRUCTURING AND OTHER COSTS_3
RESTRUCTURING AND OTHER COSTS (Summary Of Activity Related To Restructuring Program) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended |
Jun. 30, 2024 | Jun. 30, 2024 | |
RESTRUCTURING AND OTHER COSTS [Abstract] | ||
Beginning balance | $ 10,638 | |
Charges | (488) | 23,474 |
Cash Payments | (1,142) | (9,645) |
Settled non-cash | (78) | (4,899) |
Ending balance | $ 8,930 | $ 8,930 |
LEASES (Narrative) (Details)
LEASES (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2024 | |
Lessee, Lease, Description [Line Items] | |
Lease term that are not recognized as right of use assets or lease liabilities | 12 months |
Maximum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term | 17 years |
Minimum [Member] | |
Lessee, Lease, Description [Line Items] | |
Lease term | 1 year |
LEASES (Amount Reported in Cond
LEASES (Amount Reported in Condensed Consolidated Balance Sheet) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
LEASES [Abstract] | ||
Operating lease right-of-use asset | $ 53,881 | $ 59,931 |
Finance lease right-of-use asset | 1,660 | 797 |
Total leased assets | 55,542 | 60,728 |
Operating lease liability - Current | 11,118 | 11,967 |
Finance lease liability - Current | 1,038 | 475 |
Operating lease liability - Long-term | 87,702 | 91,037 |
Finance lease liability - Long-term | 684 | 337 |
Total lease liabilities | $ 100,542 | $ 103,816 |
LEASES (Lease Expense) (Details
LEASES (Lease Expense) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | |
LEASES [Abstract] | ||||
Operating lease expense | $ 6,593 | $ 982 | $ 12,200 | $ 1,930 |
Finance lease expense: Depreciation of right-of-use asset | 165 | 348 | ||
Finance lease expense: Interest expense on lease liabilities | 27 | 56 | ||
Total lease expense | $ 6,785 | $ 982 | $ 12,604 | $ 1,930 |
LEASES (Future Minimum Lease Pa
LEASES (Future Minimum Lease Payments) (Details) - USD ($) $ in Thousands | Jun. 30, 2024 | Dec. 31, 2023 |
LEASES [Abstract] | ||
Remaining 2024 | $ 632 | |
2025 | 849 | |
2026 | 314 | |
2027 | 18 | |
2028 | 4 | |
Total minimum lease payments | 1,818 | |
Less: amount representing interest | (97) | |
Present value of obligations under leases | 1,722 | |
Less: current portion | (1,038) | $ (475) |
Long-term lease obligations | 684 | 337 |
Remaining 2024 | 8,916 | |
2025 | 15,505 | |
2026 | 14,128 | |
2027 | 12,942 | |
2028 | 11,820 | |
Thereafter | 74,150 | |
Total minimum lease payments | 137,461 | |
Less: amount representing interest | (38,641) | |
Present value of obligations under leases | 98,820 | |
Less: current portion | (11,118) | (11,967) |
Operating lease liability - Long-term | $ 87,702 | $ 91,037 |
LEASES (Summary of Supplemental
LEASES (Summary of Supplemental Cash Flow Information) (Details) - USD ($) $ in Thousands | 6 Months Ended | |
Jun. 30, 2024 | Jun. 30, 2023 | |
LEASES [Abstract] | ||
Operating cash flows from operating leases | $ 9,785 | $ 1,248 |
Operating cash flows for finance leases | 668 | |
Financing cash flows for finance leases | 611 | |
Total cash paid for amounts included in the measurement of lease liabilities | 11,064 | 1,248 |
Right-of-use assets obtained in exchange for lease obligations - Operating leases | $ 1,507 | $ 2,527 |
Weighted-average remaining lease term (years) - operating leases | 9 years 1 month 6 days | 2 years 9 months 18 days |
Weighted-average remaining lease term (years) - financing leases | 2 years 4 months 24 days | |
Weighted-average discount rate - operating leases | 5.30% | 3.60% |
Weighted-average discount rate - financing leases | 5% |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Narrative) (Details) | Jun. 30, 2024 USD ($) |
Moskowitz Family LLC Litigation [Member] | |
Estimated Litigation Liability | $ 0 |
SEGMENT AND GEOGRAPHIC INFORM_3
SEGMENT AND GEOGRAPHIC INFORMATION (Narrative) (Details) | 6 Months Ended |
Jun. 30, 2024 item | |
SEGMENT AND GEOGRAPHIC INFORMATION [Abstract] | |
Number of reportable segments | 1 |
Number of operating segments | 2 |
SEGMENT AND GEOGRAPHIC INFORM_4
SEGMENT AND GEOGRAPHIC INFORMATION (Schedule of Total Net Sales and Total Property and Equipment by Geographical Area) (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2024 | Jun. 30, 2023 | Jun. 30, 2024 | Jun. 30, 2023 | Dec. 31, 2023 | |
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total net sales | $ 629,691 | $ 291,615 | $ 1,236,357 | $ 568,303 | |
Property and Equipment, Net | 571,776 | 571,776 | $ 586,932 | ||
United States [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total net sales | 499,459 | 245,490 | 982,386 | 479,609 | |
Property and Equipment, Net | 522,548 | 522,548 | 527,332 | ||
International [Member] | |||||
Revenues from External Customers and Long-Lived Assets [Line Items] | |||||
Total net sales | 130,232 | $ 46,125 | 253,971 | $ 88,694 | |
Property and Equipment, Net | $ 49,228 | $ 49,228 | $ 59,600 |
Insider Trading Arrangements (D
Insider Trading Arrangements (Details) | 3 Months Ended |
Jun. 30, 2024 shares | |
Daniel T. Scavilla [Member] | |
Insider Trading Arrangements [Line Items] | |
Trading Arrangement Adoption Date | June 7, 2024 |
Trading Arrangement, Individual Name | Daniel T. Scavilla |
Trading Arrangement, Individual Title | President and Chief Executive Officer |
Rule 10b5-1 Arrangement Adopted [Flag] | true |
Trading Arrangement, Securities Aggregate Available Amount | 190,000 |
Kelly G. Huller [Member] | |
Insider Trading Arrangements [Line Items] | |
Trading Arrangement Adoption Date | June 13, 2024 |
Trading Arrangement, Individual Name | Kelly G. Huller |
Trading Arrangement, Individual Title | Senior Vice President and General Counsel |
Rule 10b5-1 Arrangement Adopted [Flag] | true |
Trading Arrangement, Securities Aggregate Available Amount | 15,000 |