8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): April 25, 2017

NUVASIVE, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-50744	33-0768598
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification Number)

7475 Lusk Boulevard, San Diego, California 92121

(Address of principal executive offices) (Zip Code)

(858) 909-1800

(Registrant’s telephone number, including area code)

n/a

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐        Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐        Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐        Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐        Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act    ☐

Item 2.02          Results of Operations and Financial Condition.

On April 25, 2017, NuVasive, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2017. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.

Item 7.01          Regulation FD Disclosure.

During a conference call scheduled to be held at 1:30 p.m. Pacific Time on April 25, 2017, the Company’s Chairman and Chief Executive Officer, Chief Financial Officer, and President and Chief Operating Officer will discuss the Company’s results for the quarter ended March 31, 2017 and the Company’s outlook for the year ending December 31, 2017. The slide presentation for the conference call is furnished as Exhibit 99.2 to this Current Report.

The information contained in this Current Report and the Exhibits hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01          Financial Statements and Exhibits.

(d)          Exhibits.

99.1  Press release issued by NuVasive, Inc. on April 25, 2017

99.2  Slide presentation

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

NUVASIVE, INC.
By:	/s/ Quentin Blackford
	Quentin Blackford
	Executive Vice President and Chief Financial Officer, Head of Strategy and Corporate Integrity

Date: April 25, 2017

EXHIBIT INDEX

Exhibit   Number	Description
99.1	Press release issued by NuVasive, Inc. on April 25, 2017
99.2	Slide presentation

EX-99.1

Exhibit 99.1

NEWS RELEASE

NUVASIVE ANNOUNCES FIRST QUARTER 2017 FINANCIAL RESULTS

SAN DIEGO, CA – April 25, 2017 - NuVasive, Inc. (Nasdaq: NUVA), a leading medical device company focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, announced today financial results for the quarter ended March 31, 2017.

First Quarter 2017 Highlights

● Revenue increased 16.2% to $250 million, or 16.0% on a constant currency basis;

● GAAP operating profit margin of 9.3%; Non-GAAP operating profit margin of 14.1%;

● GAAP diluted earnings per share of $0.22; Non-GAAP diluted earnings per share increase of 11.8% to $0.38; and

● Expanded existing revolving line of credit from $150 million up to $500 million.

“NuVasive is off to a solid start to the year, with our International business exceeding our expectations, and we saw momentum building in our U.S. business as we exited the quarter,” said Gregory T. Lucier, chairman and chief executive officer of NuVasive. “We are on track to deliver non–GAAP operating profit margin expansion of at least 100 basis points in 2017, reflecting our continued focus on operational efficiencies and the ramp up of our in-house manufacturing facility. Coupled with several innovative product and systems launches planned for 2017, including LessRay designed for radiation reduction, RELINE Trauma system, expandable cages and UNYTE system for complex fractures, we anticipate strong revenue acceleration for the balance of the year.”

The Company also announced it amended its existing revolving line of credit to expand the facility from $150 million up to $500 million. The credit facility amendment demonstrates the Company’s opportunistic approach to its capital structure, and provides for a five-year term at reasonable borrowing rates. The Company expects the expanded facility to allow greater flexibility in planning for the maturity of its convertible notes due July 2017, and support future investment in organic and inorganic growth initiatives.

A full reconciliation of GAAP to non-GAAP measures can be found in the tables of this news release.

First Quarter 2017 Results

NuVasive reported first quarter 2017 total revenue of $249.9 million, a 16.2% increase compared to $215.1 million for the first quarter 2016. On a constant currency basis, first quarter 2017 total revenue increased 16.0% compared to the same period last year.

For the first quarter 2017, both GAAP and non-GAAP gross profit was $188.3 million, and both GAAP and non-GAAP gross margin was 75.3%. These results compared to GAAP and non-GAAP gross profit of $160.9 million and $165.8 million, respectively, and GAAP and non-GAAP gross margin of 74.8% and 77.1% respectively, for the first quarter 2016. The lower gross margin profile year-over-year is primarily driven by the expense profile of the Biotronic NeuroNetwork business acquired in July 2016. Total GAAP and non-GAAP operating expenses were $165.0 million and $152.9 million, respectively, for the first quarter of 2017. These results compared to GAAP and non-GAAP operating expenses of $148.6 million and $135.5 million, respectively, for the first quarter 2016.

The Company reported a GAAP net income of $12.8 million, or $0.22 per share, for the first quarter 2017 compared to a GAAP net loss of ($3.4) million, or ($0.07) per share, for the first quarter 2016. On a non-GAAP basis, the Company reported net income of $20.0 million, or $0.38 per share, for the first quarter 2017 compared to net income of $17.2 million, or $0.34 per share, for the first quarter 2016.

Cash, cash equivalents and short and long-term marketable securities were approximately $134 million at March 31, 2017.

1

Annual Financial Guidance for 2017

The Company reiterated its full year 2017 guidance:

		2017 Guidance 1
	(in Million’s; except %’s and EPS)	GAAP		Non-GAAP
	Revenue	$	1,065	$	1,065
	% Growth - Reported		10.7%		10.7%
	% Growth - Constant Currency 2				11.7%
	Operating margin		12.3%		17.1%
	Earnings per share	$	1.13	$	2.00
	EBITDA		23.6%		26.7%
	Tax Rate		~34%		~35%
1	Current guidance reflects guidance provided April 25, 2017.
2	Constant currency is a measure that adjusts US GAAP revenue for the impact of currency over the same period in the prior year.

● Revenue of $1.065 billion, which includes approximately $10 million in year-over-year currency headwinds, and reflects 10.7% growth on a reported basis and 11.7% growth on a constant currency basis compared to revenue of $962.1 million for 2016;

● Non-GAAP diluted earnings per share of $2.00, an increase of 20% compared to non-GAAP diluted earnings per share of $1.66 for 2016;

● Non-GAAP operating profit margin of 17.1%, an increase of 100 basis points compared to 16.1% for 2016; and

● Adjusted EBITDA margin of 26.7%, an increase of 150 basis points compared to 25.2% for 2016.

Supplementary Financial Information

For additional financial detail, please visit the Investor Relations section of the Company’s website at www.nuvasive.com to access Supplementary Financial Information.

2

Reconciliation of Full Year EPS Guidance
				2017 Guidance
	2016     Actuals			Prior1, 2			Current1, 3
GAAP net income per share	$	0.69		$	1.16		$	1.13
Impact of change to diluted share count		0.02			0.07			0.07
GAAP net income per share, adjusted to diluted Non-GAAP share count	$	0.71		$	1.23		$	1.20
Litigation liability gain		(0.83	)		-			-
Business transition costs 4		0.35			0.05			0.04
Non-cash interest expense on convertible notes		0.38			0.33			0.33
Non-cash purchase accounting adjustments on acquisitions 5		0.28			-			-
Loss on repurchase of convertible notes		0.37			-			-
Amortization of intangible assets 6		0.78			0.83			0.89
Tax effect of adjustments 7		(0.38	)		(0.44	)		(0.46	)
Non-GAAP earnings per share	$	1.66		$	2.00		$	2.00
GAAP Weighted shares outstanding - basic		50,077			50,967			50,967
GAAP Weighted shares outstanding - diluted		54,102			56,269			56,269
Non-GAAP Weighted shares outstanding - diluted		51,981			53,069			53,069

¹  Prior guidance provided February 9, 2017. Current guidance reflects guidance provided April 25, 2017.

²  Effective tax expense rate of ~35% applied to GAAP earnings and ~35% applied to Non-GAAP earnings.

³  Effective tax expense rate of ~34% applied to GAAP earnings and ~35% applied to Non-GAAP earnings.

⁴  Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

⁵  Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold.

⁶  Excludes the amortization associated with non-controlling interest.

⁷  The impact on results from taxes include tax effecting the adjustments above at the statutory rate as well as taking into account discrete items and including those discrete items in the annual effective tax rate calculation. The Company also includes those adjustments that would have benefited the tax rate in lieu of the above adjustments as part of the Company’s tax filings. The impact of the changes to the tax rate results in an annual estimated rate of ~35% on a non- GAAP basis.

3

Reconciliation of Non-GAAP Operating Margin %
		2017 Guidance
(in thousands, except %)	2016       Actuals	Prior 1	Current 1
Non-GAAP Gross Margin % [A]	76.6%	76.1%	76.1%
Non-cash purchase accounting adjustments on acquisitions 2	(1.5%)	0.0%	0.0%
GAAP Gross Margin [B]	75.0%	76.1%	76.1%
GAAP & Non-GAAP Sales, Marketing & Administrative Expense [C]	55.5%	54.0%	54.0%
Non-GAAP Research & Development Expense [D]	5.0%	5.0%	5.0%
In-process research & development	0.0%	0.0%	0.0%
GAAP Research & Development Expense [E]	5.0%	5.0%	5.0%
Litigation liability [F]	(4.5%)	0.0%	0.0%
Amortization of intangible assets [G] 3	4.4%	4.3%	4.6%
Business transition costs [H] 4	1.9%	0.3%	0.2%
Non-GAAP Operating Margin % [A - C - D]	16.1%	17.1%	17.1%
GAAP Operating Margin % [B - C - E - F - G - H]	12.8%	12.6%	12.3%

¹  Prior guidance provided February 9, 2017. Current guidance reflects guidance provided April 25, 2017.

²  Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold.

³  Excludes the amortization associated with non-controlling interest.

⁴  Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

4

Reconciliation of EBITDA %
				2017 Guidance
(in thousands, except %)	2016 Actuals			Prior 1			Current 1
Net Income / (Loss)		3.9	%		6.1	%		6.0	%
Interest (income) / expense, net 2		6.1	%		3.5	%		3.5	%
Provision for income taxes		3.0	%		3.1	%		3.0	%
Depreciation and amortization 3		10.5	%		10.8	%		11.1	%
EBITDA		23.5	%		23.6	%		23.6	%
Non-cash stock based compensation		2.8	%		2.9	%		3.0	%
Business transition costs 4		1.9	%		0.3	%		0.2	%
Non-cash purchase accounting adjustments on acquisitions 5		1.5	%		0.0	%		0.0	%
In-process research & development		0.0	%		0.0	%		0.0	%
Litigation liability gain		(4.5	%)		0.0	%		0.0	%
Adjusted EBITDA		25.2	%		26.7	%		26.7	%

¹  Prior guidance provided February 9, 2017. Current guidance reflects guidance provided April 25, 2017.

²  Interest (income) / expense, net for the quarter and year ended December 31, 2016 includes loss on extinguishment of debt for $1.6 million and $19.1 million, respectively.

³  Excludes the amortization associated with non-controlling interest.

⁴  Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

⁵  Represents costs associated with non-cash purchase accounting adjustments, such as acquired inventory fair market value adjustments, which are amortized over the period in which underlying products are sold.

Reconciliation of Non-GAAP Information

Management uses certain non-GAAP financial measures such as non-GAAP earnings per share, non-GAAP net income, non-GAAP operating expenses and non-GAAP operating profit margin, which exclude amortization of intangible assets, leasehold related charges, integration related expenses associated with acquired businesses, one-time restructuring and acquisition related items, CEO transition related costs, certain litigation charges and non-cash interest expense (excluding debt issuance cost) and or losses on convertible notes. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of an exchange rate that eliminates fluctuations when calculating financial performance numbers.

The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, purchase accounting related changes, leasehold related charges, integration related expenses associated with acquired businesses, CEO transition related costs, certain litigation liabilities, acquisition related items and other significant one-time items. Management calculates the non-GAAP financial measures provided in this earnings release excluding these costs and uses these non-GAAP financial measures to enable it to further and more consistently analyze the period-to-period financial performance of its core business operations. Management believes that providing investors with these non-GAAP measures gives them additional information to enable them to assess, in the same way management assesses, the Company’s current and future continuing operations. These non-GAAP measures are not in accordance with, or an alternative for, GAAP, and may be different from non-GAAP measures used by other companies. Set forth below are reconciliations of the non-GAAP financial measures to the comparable GAAP financial measure.

5

Reconciliation of First Quarter 2017 Results GAAP Net Income to Adjusted EBITDA
(in thousands, except per share data)	Three months ended         March 31, 2017
GAAP net income	$	12,768
Interest expense/(income), net		9,662
Provision for income taxes		1,490
Depreciation and amortization 1		29,158
EBITDA	$	53,078
Business transition costs 2		55
Non-cash stock based compensation		7,017
Adjusted EBITDA	$	60,150
As a percentage of revenue		24.1%

1 Excludes the amortization associated with non-controlling interest.

2 Costs related to acquisition, integration and business transition activities which includes severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

6

Reconciliation of First Quarter 2017 Results GAAP Net Income per Share to Non-GAAP Earnings per Share
	Adjustments			Diluted Earnings Per   Share
(in thousands, except per share data)
GAAP net income	$	12,768		$	0.22
Business transition costs 1		55
Non-cash interest expense on convertible notes		4,599
Amortization of intangible assets 2		11,738
Tax effect of adjustments 3		(9,123	)
Adjustments to GAAP net income		7,269			0.14
Non-GAAP earnings	$	20,037		$	0.38
GAAP weighted shares outstanding - diluted					57,786
Non-GAAP weighted shares outstanding - diluted 4					52,683

¹ Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs and other costs directly associated with such activities.

² Excludes the amortization associated with non-controlling interest.

³ The impact on results from taxes include tax effecting the adjustments above at the statutory rate as well as taking into account discrete items and including those discrete items in the annual effective tax rate calculation. The Company also includes those adjustments that would have benefited the tax rate in lieu of the above adjustments as part of the Company’s tax filings. The impact of the changes to the tax rate results in an annual estimated rate of ~35% on a non-GAAP basis.

⁴ Represents the exclusion of diluted shares associated with the Company’s convertible debt and warrant which are economically hedged by the Company’s bond hedge arrangements on both the 2017 and 2021 convertible notes.

Investor Conference Call

NuVasive will hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT to discuss the results of its financial performance for the first quarter 2017. The dial-in numbers are 1-877-407-9039 for domestic callers and 1-201-689-8470 for international callers. A live webcast of the conference call will be available online from the Investor Relations page of the Company’s website at www.nuvasive.com. After the live webcast, the call will remain available on NuVasive’s website through May 25, 2017. In addition, a telephone replay of the call will be available until May 2, 2017. The replay dial-in numbers are 1-844-512-2921 for domestic callers and 1-412-317-6671 for international callers. Please use pin number: 13658678.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is a world leader in minimally invasive, procedurally-integrated spine solutions. From complex spinal deformity to degenerative spinal conditions, NuVasive is transforming spine surgery with innovative technologies designed to deliver reproducible and clinically proven surgical outcomes. NuVasive’s highly differentiated, procedurally-integrated solutions include access instruments, implantable hardware and software systems for surgical planning and reconciliation technology that centers on achieving the global alignment of the spine. With $962 million in revenues (2016), NuVasive has an approximate 2,300 person workforce in more than 40 countries around the world. For more information, please visit www.nuvasive.com.

7

Forward-Looking Statements

NuVasive cautions you that statements included in this news release or made on the investor conference call referenced herein that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive’s results to differ materially from historical results or those expressed or implied by such forward looking statements. In addition, this news release contains selected financial results from the first quarter 2017, as well as projections for 2017 financial guidance and longer-term financial performance goals. The Company’s results for the first quarter 2017 are prior to the completion of review and audit procedures by the Company’s external auditors and are subject to adjustment. In addition, the Company’s projections for 2017 financial guidance and longer-term financial performance goals represent initial estimates, and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company’s surgical products and procedures by spine surgeons, spine surgeons, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive’s products (including the iGA™ platform), the Company’s ability to effectually manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties more fully described in the Company’s news releases and periodic filings with the Securities and Exchange Commission. NuVasive’s public filings with the Securities and Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

8

NuVasive, Inc.

Consolidated Statements of Operations

(in thousands, except per share data)

	Three Months Ended March 31,
(unaudited)	2017		2016
Revenue	$	249,864	$	215,104
Cost of goods sold (excluding below amortization of intangible assets)		61,613		54,226
Gross profit		188,251		160,878
Operating expenses:
Sales, marketing and administrative		140,502		124,838
Research and development		12,414		10,629
Amortization of intangible assets		12,061		7,871
Business transition costs		55		5,307
Total operating expenses		165,032		148,645
Interest and other expense, net:
Interest income		137		328
Interest expense		(9,799)		(8,472)
Loss on repurchases of convertible notes		—		(17,444)
Other income, net		258		50
Total interest and other expense, net		(9,404)		(25,538)
Income (loss) before income taxes		13,815		(13,305)
Income tax (expense) benefit		(1,490)		9,480
Consolidated net income (loss)	$	12,325	$	(3,825)
Add back net loss attributable to non-controlling interest	$	(443)	$	(457)
Net income (loss) attributable to NuVasive, Inc.	$	12,768	$	(3,368)
Net income (loss) per share attributable to NuVasive, Inc.:
Basic	$	0.25	$	(0.07)
Diluted	$	0.22	$	(0.07)
Weighted average shares outstanding:
Basic		50,566		49,617
Diluted		57,786		49,617

9

NuVasive, Inc.

Consolidated Balance Sheets

(in thousands, except par values and share amounts)

	March 31, 2017		December 31, 2016
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	134,008	$	153,643
Accounts receivable, net of allowances of $8,086 and $8,912, respectively		172,103		171,595
Inventory, net		223,075		208,249
Prepaid income taxes		21,161		31,926
Prepaid expenses and other current assets		12,921		10,030
Total current assets		563,268		575,443
Property and equipment, net		203,677		181,524
Intangible assets, net		279,603		291,143
Goodwill		486,342		485,685
Deferred tax assets		5,977		5,810
Restricted cash and investments		7,547		7,405
Other assets		23,721		23,794
Total assets	$	1,570,135	$	1,570,804
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	82,467	$	77,585
Contingent consideration liabilities		48,576		49,742
Accrued payroll and related expenses		38,651		51,000
Income tax liabilities		2,130		2,469
Senior convertible notes		62,486		61,701
Total current liabilities		234,310		242,497
Long-term senior convertible notes		568,939		564,412
Deferred and income tax liabilities, non-current		20,529		18,607
Other long-term liabilities		47,629		44,764
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none outstanding		—		—
Common stock, $0.001 par value; 120,000,000 shares authorized at March 31, 2017 and December 31, 2016, 55,623,735 and 55,184,660 issued and outstanding at March 31, 2017 and December 31, 2016, respectively		56		55
Additional paid-in capital		1,020,672		1,010,238
Accumulated other comprehensive loss		(8,774)		(10,631)
Accumulated deficit		(65,738)		(66,859)
Treasury stock at cost; 4,963,014 shares and 4,758,828 shares at March 31, 2017 and December 31, 2016, respectively		(252,633)		(237,867)
Total NuVasive, Inc. stockholders’ equity		693,583		694,936
Non-controlling interest		5,145		5,588
Total equity		698,728		700,524
Total liabilities and equity	$	1,570,135	$	1,570,804

10

NuVasive, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Three Months Ended March 31,
(unaudited)	2017		2016
Operating activities:
Consolidated net income (loss)	$	12,325	$	(3,825)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		29,510		21,224
Loss on repurchases of convertible notes		—		17,444
Amortization of non-cash interest		5,369		5,112
Stock-based compensation		7,017		4,492
Reserves on current assets		(2,153)		4,162
Other non-cash adjustments		3,013		3,491
Deferred income taxes		1,645		(2,630)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		924		6,939
Inventory		(13,630)		(9,449)
Prepaid expenses and other current assets		(2,756)		1,303
Accounts payable and accrued liabilities		593		10,021
Accrued payroll and related expenses		(12,531)		(9,219)
Income taxes		(1,298)		8,327
Net cash provided by operating activities		28,028		57,392
Investing activities:
Acquisition of Ellipse Technologies, net of cash acquired		—		(380,674)
Other acquisitions and investments		(2,500)		(8,079)
Purchases of intangible assets		(1,249)		(1,027)
Purchases of property and equipment		(34,545)		(18,279)
Purchases of marketable securities		—		(36,096)
Proceeds from sales of marketable securities		—		253,435
Net cash used in investing activities		(38,294)		(190,720)
Financing activities:
Proceeds from the issuance of common stock		410		444
Purchase of treasury stock		(10,356)		(12,599)
Proceeds from issuance of convertible debt, net of issuance costs		—		634,140
Proceeds from sale of warrants		—		44,850
Purchase of convertible note hedge		—		(111,150)
Repurchases of convertible notes		—		(343,835)
Proceeds from revolving line of credit		—		50,000
Repayments on revolving line of credit		—		(50,000)
Other financing activities		(181)		(1,442)
Net cash (used in) provided by financing activities		(10,127)		210,408
Effect of exchange rate changes on cash		758		686
(Decrease) increase in cash and cash equivalents		(19,635)		77,766
Cash and cash equivalents at beginning of period		153,643		192,339
Cash and cash equivalents at end of period	$	134,008	$	270,105

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Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

1-858-458-2240

ir@nuvasive.com

Media Contact:

Michael Farrington

NuVasive, Inc.

1-858-909-1940

media@nuvasive.com

12

EX-99.2

Q1 2017 Results Supplemental Presentation to Earnings Press Release April 25, 2017 Exhibit 99.2

Forward-Looking Statements NuVasive cautions you that statements included in this presentation that are not a description of historical facts are forward-looking statements that involve risks, uncertainties, assumptions and other factors which, if they do not materialize or prove correct, could cause NuVasive’s results to differ materially from historical results or those expressed or implied by such forward-looking statements. In addition, this presentation contains selected financial results from the first quarter 2017, as well as projections for 2017 financial guidance and longer-term financial performance goals. The Company’s projections for 2017 financial guidance and longer-term financial performance goals represent current estimates, including initial estimates of the potential benefits, synergies and cost savings associated with acquisitions, which are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability. The potential risks and uncertainties that could cause actual growth and results to differ materially include, but are not limited to: the risk that NuVasive’s revenue or earnings projections may turn out to be inaccurate because of the preliminary nature of the forecasts; the risk of further adjustment to financial results or future financial expectations; unanticipated difficulty in selling products, generating revenue or producing expected profitability; the risk that acquisitions will not be integrated successfully or that the benefits and synergies from the acquisition may not be fully realized or may take longer to realize than expected; and those other risks and uncertainties more fully described in the Company’s news releases and periodic filings with the Securities and Exchange Commission. NuVasive’s public filings with the Securities and Exchange Commission are available at www.sec.gov. The forward-looking statements contained herein are based on the current expectations and assumptions of NuVasive and not on historical facts. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

Non-GAAP Financial Measures Management uses certain non-GAAP financial measures such as non-GAAP earnings per share, non-GAAP net income, non-GAAP operating expenses and non-GAAP operating profit margin, which exclude amortization of intangible assets, non-cash purchase accounting adjustments on acquisitions, business transition costs, CEO transition related costs, certain litigation charges, significant one-time items, non-cash interest expense (excluding debt issuance cost) and/or losses on repurchase of convertible notes, and the impact from taxes related to these items, including those taxes that would have occurred in lieu of these items. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of an exchange rate that eliminates fluctuations when calculating financial performance numbers. The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, non-cash purchase accounting adjustments on acquisition, business transition costs, CEO transition related costs, certain litigation charges, and other significant one-time items. Management calculates the non-GAAP financial measures provided in this presentation excluding these costs and uses these non-GAAP financial measures to enable it to further and more consistently analyze the period-to-period financial performance of its core business operations. Management believes that providing investors with these non-GAAP measures gives them additional information to enable them to assess, in the same way management assesses, the Company’s current and future continuing operations. These non-GAAP measures are not in accordance with, or an alternative for, GAAP, and may be different from non-GAAP measures used by other companies. This presentation is intended to accompany the Company’s first quarter 2017 earnings announcement, which includes financial results reported on a GAAP and non-GAAP basis. For reconciliations of non-GAAP financial measures to the comparable GAAP financial measure, please refer to the earnings announcement, as well as supplemental financial information posted on the Investor Relations section of the Company’s corporate website at www.nuvasive.com.

Q1 2017 Performance Reported year-over-year revenue growth of 16.2% to $249.9 million, or 16.0% on a constant currency basis. Delivered GAAP operating profit margin of 9.3%; non-GAAP operating profit margin of 14.1%. Drove GAAP diluted earnings per share of $0.22; non-GAAP diluted EPS up 11.8% to $0.38. Solid start to 2017; in line with issued guidance ü ü ü *Performance growth reflects comparison to prior year period; for additional details regarding full year 2017 guidance, see slide 13 . Re-iterated full year 2017 guidance (inclusive of acquisitions): Revenue growth of ~10.7% to $1.065B or ~11.7% on a constant currency basis Non-GAAP operating profit margin of ~17.1% Adjusted EBITDA margin of ~26.7% Non-GAAP diluted EPS of $2.00

First Quarter 2017 Revenue Highlights 10% U.S. SPINAL HARDWARE Includes All Implants, Fixation, MAGEC® & PRECICE® 20% 34%* * Constant currency basis U.S. SURGICAL SUPPORT Includes Biologics, IOM Services & Disposables INTERNATIONAL Includes Puerto Rico Key Performance Factors Continued Adoption of Core Product Areas within iGA Platform, Strength in Cervical product line Key Performance Factors Driven By Addition of Biotronic Key Performance Factors Strong Growth in All Core Markets, including EMEA, AsiaPac and Latin America in 1Q17 in 1Q17 in 1Q17

First Quarter 2017 P&L Performance Non-GAAP Measures 1Q17 Actuals 1Q17 YoY Performance Factors Gross Margin 75.3% ↓ 180 bps negatively impacted by lower gross margin profile of the Biotronic business (~240 bps) Sales, Marketing & Admin. 56.2% ↓ 180 bps improvement from prior year impacted by lower SM&A profile of the Biotronic business (~260 bps) partially offset by higher non-cash stock-based compensation Research & Development 5.0% ↑ 10 bps driven by investments in internal R&D and strategic assets acquired to drive further innovation Operating Profit Margin 14.1% ↔ 0 bps; difference in P&L profile of Biotronic and greater inventory efficiencies offset by investments into R&D, higher non-cash stock-based compensation EPS $0.38 ↑ $0.04; ~11.8% YoY growth Adjusted EBITDA Margin 24.1% ↑160 bps reflecting the continued focus on improving the cash earnings profile of the business 6

* NuVasive financial performance guidance as of April 25, 2017. Global Revenue (In Millions) Non-GAAP Operating Profit Margin ~570 Basis Point Improvement $1,065* 11.4% 15.4% 16.1% 17.1%* Strong History of Growth and Profitability DISCIPLINED EXECUTION OF STRATEGY DRIVES EXCEPTIONAL RESULTS

8 2017 Technology Innovations* Modulus XLIF implant a novel, fully porous titanium implant created through an additive, 3D-printed manufacturing process Expandable implants for optimal fusion opportunity Designed to reduce surgical radiation Internal solution for fractures failing to heal due to complexity, poor bone quality or poor fixation The first system to enable surgeons to customize their approach intra-operatively, depending on the pathology and patient needs *Some products not commercially released; NuVasive may not make these products available for commercial sale.

New ‘all digital’, 180,000 sq. ft. facility is on-line and supporting select implants and instruments Produced 80,000+ parts out of facility in Q1 2017 Investing ~$45M to construct and equip new facility with state-of-the-art equipment Hiring well underway; expect to employ ~300 high-tech positions Further align R&D and Product Development teams to optimize and accelerate product launches, including 3D printing capabilities Enhances manufacturing presence in U.S. Continuing to make good progress in building ‘all digital’ manufacturing center in West Carrollton, Ohio Investment in U.S. Manufacturing

Enhancing Financial Flexibility Line of Credit Expanded Expands existing revolving line of credit, from $150 million up to $500 million. Demonstrates the Company’s opportunistic approach to its capital structure, and provides for a five-year term at reasonable borrowing rates. Allows greater flexibility in planning for the maturity of the Company’s convertible notes due July 2017, and supports future investment in organic and inorganic growth initiatives. 10

Driving ~20% CAGR in Adjusted EBITDA Improvements * NuVasive financial performance guidance as of April 25, 2017. Incremental focus on improving the working capital profile and CapEx spending will drive incremental gains in the free cash flow profile of the Company. Disciplined approach to driving profitability resulting in meaningful improvements FUTURE INITIATIVES Significantly reducing inventory days on hand Reducing CapEx burn from ~9% to ~6% of revenue through better set configuration and utilization

Driving Improved Tax Rate Focused on reducing tax rate through international scale and domestic tax planning Opportunity to drive non-GAAP effective tax rate lower by ~1,400 bps over 5 years. OPERATING IMPROVEMENTS TAKING HOLD Global tax planning initiatives are playing through: International scale being realized IP migration plans being deployed Building localized capabilities in country * NuVasive financial performance guidance as of April 25, 2017.

* NuVasive financial performance guidance as of April 25, 2017; ^Constant currency FY17 Guidance Performance Drivers Revenues As reported ~$1.065B, ~11.7% YoY growth^ ~$61M full year of Biotronic contribution; ~$10M currency headwind U.S. Spinal Hardware U.S. Surgical Support International ~8% YoY growth ~13% YoY growth ~16% YoY growth Strong expected lumbar, cervical and NSO product performance Full year of Biotronic contribution ~22% constant currency growth Non-GAAP Gross Margin ~76.1% ~50 bps YoY decrease due to the lower gross margin profile of Biotronic, partially offset by the increasing production at the West Carrollton facility Non-GAAP Sales, Marketing & Admin. ~54.0% ~150 bps YoY improvement primarily driven by sales force efficiencies and SM&A profile of Biotronic business Non-GAAP Research & Development ~5.0% ~$5M YoY increase in investment in innovation Non-GAAP Operating Profit Margin ~17.1% ~100 bps YoY improvement driven by core efficiencies while continuing to integrate acquired entities Non-GAAP Earnings Per Share ~$2.00 ~20% YoY growth Adjusted EBITDA Margin ~26.7% ~150 bps YoY increase Non-GAAP Effective Tax Rate ~35% ~120 bps YoY improvement; ASU adoption 2016-09 Non-GAAP diluted WASO ~53.1M shares Increased from ~52M shares in 2016 due to higher share price impact on remaining 2017 convertible note dilution; ASU adoption 2016-09 Reiterating Full Year 2017 Financial Performance Guidance*

Q2 2017 $262M Revenue Non-GAAP operating profit margin of 15.5% Q2 2017 Performance Expectations* PERFORMANCE EXPECTATIONS FOR MODELING PURPOSES ~12.3% Reported Ex FX ~6.5% Pro-forma Ex FX Non-GAAP Earnings per share of $0.44 * NuVasive financial performance guidance as of April 25, 2017; growth rates presented on a constant currency basis; pro-forma reflects year-over-year growth assuming acquisitions completed on January 1, 2016 and included in the financial results for the entire fiscal quarter.

Growing revenues at multiples of market in high single-digit range* Long-term non-GAAP operating profit margins expanding to ~25% and adjusted EBITDA margin to ~32%* Drive change in tax rate from high 30%’s to high 20%’s* Optimizing tax structure to drive EPS growth 2x the rate of revenue growth* Set to generate significant increases in free cash flow #1 #2 #3 #4 #5 Grow Revenues Expand Operating + EBITDA Margins Tax Rate Improvement Free Cash Flow EPS Growth Why Invest in NuVasive RELENTLESS FOCUS ON DRIVING SHAREHOLDER VALUE * NuVasive financial performance guidance as of April 25, 2017.