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): October 25, 2016

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))

Item 2.02Results of Operations and Financial Condition.

On October 25, 2016, NuVasive, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended September 30, 2016. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.

Item 7.01Regulation FD Disclosure.

During a conference call scheduled to be held at 1:30 p.m. Pacific Time on October 25, 2016, 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 September 30, 2016 and the Company’s outlook for the year ending December 31, 2016. 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 9.01Financial Statements and Exhibits.

(d)Exhibits.

99.1	Press release issued by NuVasive, Inc. on October 25, 2016
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: October 25, 2016

EXHIBIT INDEX

Exhibit Number	Description
99.1	Press release issued by NuVasive, Inc. on October 25, 2016
99.2	Slide presentation

EX-99.1

Exhibit 99.1

NEWS RELEASE

NUVASIVE REPORTS THIRD QUARTER 2016 FINANCIAL RESULTS

SAN DIEGO, CA – Oct. 25, 2016 - 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 September 30, 2016.  

Third Quarter 2016 Highlights

• Revenue increased 19.5% to $239.6 million, or 18.9% on a constant currency basis

• GAAP operating profit margin of 8.8%; Non-GAAP operating profit margin of 16.1%

• GAAP diluted earnings per share of $0.07; Non-GAAP diluted earnings per share up 14.3% from prior year to $0.40

“Our results for the third quarter reflect continued strength in procedural volumes across the United States, as well as strong performances in our European and Australian markets,” said Gregory T. Lucier, NuVasive’s chairman and chief executive officer. “While our revenue results for the quarter were lower than our expectations due to capital and stocking orders in the United States that did not come through late in the quarter as planned, we believe this minor disruption is temporary. During the quarter, we continued to experience positive trends, including domestic procedural volumes in line with prior quarters and the conversion of surgeons at an increasingly faster pace, signaling stable market trends and competitive dynamics that favor our innovation and spine-only focused strategy.  

“As anticipated, our results were also impacted by our dilator being off the market in Japan for a large portion of the quarter, which resulted in lower XLIF revenues. If XLIF procedures in Japan had been performed at their normal pace, the underlying revenue growth rate of our core business would have been in the mid-to-high single digits. We have resubmitted our dilator for approval with the Japanese Ministry of Health, and to be prudent, we have updated our financial guidance to reflect the removal of XLIF revenues in Japan for the fourth quarter.

Lucier continued, “Our intense focus on operational excellence is paying off as we delivered profitability and earnings that were significantly higher than our internal expectations, while continuing to invest in a broader innovation agenda and our new manufacturing facility in Ohio to drive long-term shareholder value creation. Based on these dynamics, we are reiterating our full year 2016 financial guidance in line with prior expectations, with the exception of revenue.”

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

Third Quarter 2016 Results

NuVasive’s financial results for the third quarter 2016 are inclusive of results from Ellipse Technologies, Inc. Mega Surgical and Biotronic NeuroNetwork, as these previously disclosed acquisitions were completed earlier in the year. Ellipse Technologies now operates as the renamed division NuVasive Specialized Orthopedics (NSO). Biotronic NeuroNetwork now operates alongside the Company’s existing Impulse Monitoring business under the renamed division NuVasive Clinical Services (NCS).

NuVasive reported third quarter 2016 total revenue of $239.6 million, a 19.5% increase compared to $200.5 million for the third quarter 2015. On a constant currency basis, third quarter 2016 total revenue increased 18.9% compared to the same period last year.  

For the third quarter 2016, GAAP and non-GAAP gross profit was $180.5 million and $182.9 million, respectively, while GAAP and non-GAAP gross margin was 75.3% and 76.3%, respectively. These results compared to GAAP and non-GAAP gross profit of $151.4 million and GAAP and non-GAAP gross margin of 75.5% for the third quarter 2015. Total GAAP and non-GAAP operating expenses were $159.3 million and $144.4 million, respectively, for the third quarter of 2016. These results compared to GAAP and non-GAAP operating expenses of $123.3 million and $118.7 million, respectively, for the third quarter 2015.

1

NuVasive reported a GAAP net income of $3.9 million, or $0.07 per diluted share, for the third quarter 2016 compared to $13.0 million, or $0.24 per diluted share, for the third quarter 2015.

On a non-GAAP basis, the Company reported net income of $21.1 million, or $0.40 per diluted share for the third quarter 2016 compared to $18.1 million, or $0.35 per diluted share, for the third quarter 2015.  

Cash, cash equivalents and short and long-term marketable securities were approximately $204 million at September 30, 2016.

Updated Guidance for 2016

The Company reiterated full year 2016 financial guidance in line with prior expectations, with the exception of revenue. The Company expects full year 2016 revenue to be lower than prior expectations based on the Company’s third quarter 2016 revenue results and the Company’s revised forecast for fourth quarter 2016 revenue in Japan.

• Revenue of approximately $952.0 million for 2016, which includes a $1 million benefit from currency or approximately 17.4% growth compared to revenue of $811.1 million for 2015; versus a prior expectation of $962.0 million for 2016;

• Non-GAAP diluted earnings per share of approximately $1.64, an increase of approximately 25% and in line with the prior expectation of $1.64, compared to non-GAAP diluted earnings per share of $1.31 for 2015;

• Non-GAAP operating profit margin of approximately 16.0%, an increase of 60 basis points compared to 15.4% for 2015; in line with the prior expectation of approximately 16.0% for 2016;

• Adjusted EBITDA margin of approximately 25.4% for 2016; in line with the prior expectation of approximately 25.4% for 2016, compared to 25.2% for 2015; and

• Non-GAAP effective tax expense rate of approximately 37%; in line with the prior expectation of approximately 37% for 2016.

Supplementary Financial Information

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

2

Reconciliation of Full Year EPS Guidance
						2016 Guidance
			2015 Actuals			Prior 1, 2			Current 1, 3
		GAAP net income per share	$	1.26		$	0.84		$	0.76
		Impact of change to diluted share count		0.03			0.03			0.03
		GAAP net income per share, adjusted to diluted Non-GAAP share count	$	1.30		$	0.88		$	0.79
		Litigation liability gain		(0.82	)		(0.83	)		(0.83	)
		Business transition costs 4		0.27			0.20			0.26
		Non-cash interest expense on convertible notes		0.31			0.38			0.38
		Non-cash purchase accounting adjustments on acquisitions 5	—				0.28			0.28
		Loss on repurchase of convertible notes	—				0.34			0.34
		Amortization of intangible assets		0.24			0.73			0.78
		In-process research & development		0.02		—			—
		Tax effect of adjustments 6		(0.01	)		(0.34	)		(0.36	)
		Non-GAAP earnings per share	$	1.31		$	1.64		$	1.64
		GAAP Weighted shares outstanding - basic		48,687			50,004			50,050
		GAAP Weighted shares outstanding - diluted		52,425			53,942			54,100
		Non-GAAP Weighted shares outstanding - diluted		51,110			52,000			52,050
	1	Prior guidance provided July 26, 2016.  Current guidance reflects guidance provided October 25, 2016, as updated for the expected changes in currency.
	2	Effective tax expense rate of approximately 41% applied to GAAP earnings and approximately 37% applied to Non-GAAP earnings.
	3	Effective tax expense rate of approximately 42% applied to GAAP earnings and approximately 37% 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	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 approximately 37% on a non-GAAP basis.

3

Reconciliation of Non-GAAP Operating Margin %
						2016 Guidance
		(in thousands, except %)	2015 Actuals			Prior 1			Current 1
		Non-GAAP Gross Margin % [A]		76.0	%		76.4	%		76.4	%
		Non-cash purchase accounting adjustments on acquisitions 2		0.0	%		(1.5	%)		(1.5	%)
		GAAP Gross Margin [B]		76.0	%		74.9	%		74.8	%
		GAAP & Non-GAAP Sales, Marketing & Administrative Expense [C]		56.4	%		55.4	%		55.3	%
		Non-GAAP Research & Development Expense [D]		4.3	%		5.1	%		5.1	%
		In-process research & development		0.1	%		0.0	%		0.0	%
		GAAP Research & Development Expense [E]		4.4	%		5.1	%		5.1	%
		Litigation liability [F]		(5.2	%)		(4.5	%)		(4.5	%)
		Amortization of intangible assets [G]		1.5	%		4.0	%		4.3	%
		Business transition costs [H] 3		1.7	%		1.2	%		1.5	%
		Non-GAAP Operating Margin % [A - C - D]		15.4	%		16.0	%		16.0	%
		GAAP Operating Margin % [B - C - E - F - G - H]		17.1	%		13.7	%		13.2	%
	1	Prior guidance provided July 26, 2016.  Current guidance reflects guidance provided October 25, 2016, as updated for the expected changes in currency.
	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	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 %
						2016 Guidance
		(in thousands, except %)	2015 Actuals			Prior 1			Current 1
		Net Income / (Loss)		8.2	%		4.7	%		4.3	%
		Interest (income) / expense, net		3.4	%		5.9	%		6.0	%
		Provision for income taxes		5.8	%		3.2	%		3.1	%
		Depreciation and amortization		8.1	%		10.5	%		10.6	%
		EBITDA		25.5	%		24.3	%		24.1	%
		Non-cash stock based compensation		3.1	%		2.9	%		2.9	%
		Business transition costs 2		1.7	%		1.1	%		1.4	%
		Non-cash purchase accounting adjustments on acquisitions 3		0.0	%		1.5	%		1.5	%
		In-process research & development		0.1	%		0.0	%		0.0	%
		Litigation liability gain		(5.2	%)		(4.5	%)		(4.5	%)
		Adjusted EBITDA		25.2	%		25.4	%		25.4	%
	1	Prior guidance provided July 26, 2016.  Current guidance reflects guidance provided October 25, 2016, as updated for the expected changes in currency.
	2	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.
	3	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.

5

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, 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 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 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.

6

	Reconciliation of Third Quarter 2016 Results
	GAAP Net Income per Share to Non-GAAP Earnings per Share
	(in thousands, except per share data)	Adjustments			Diluted Earnings Per Share
	GAAP net income	$	3,926		$	0.07
	Business transition costs 1		3,451
	Non-cash interest expense on convertible notes		5,186
	Non-cash purchase accounting adjustments on acquisitions 2		2,457
	Amortization of intangible assets		11,115
	Tax effect of adjustments 3		(5,010	)
	Adjustments to GAAP net loss		17,199			0.33
	Non-GAAP earnings	$	21,125		$	0.40
	GAAP weighted shares outstanding - diluted					55,782
	Non-GAAP weighted shares outstanding - diluted					52,633
1	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.
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	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 approximately 37% on a non-GAAP basis. The result of these adjustments is a change in the annual effective tax rate from approximately 29% to 37%. The Company adopted ASU 2016-09 Stock Compensation in Q2 2016 which was effective as of January 1, 2016 with retrospective adjustment. The result of the retrospective adjustment resulted in a change in the Q1 2016 quarterly effective tax rate on a non-GAAP basis from approximately 41% to 36%.

7

	Reconciliation of Year To Date 2016 Results
	GAAP Net Income per Share to Non-GAAP Earnings per Share
	(in thousands, except per share data)	Adjustments			Diluted Earnings Per Share
	GAAP net income	$	30,771		$	0.58
	Litigation liability gain		(43,310	)
	Business transition costs 1		11,514
	Non-cash interest expense on convertible notes		14,547
	Non-cash purchase accounting adjustments on acquisitions 2		14,747
	Loss on repurchases of convertible notes		17,444
	Amortization of intangible assets		28,945
	Tax effect of adjustments 3		(15,759	)
	Adjustments to GAAP net income		28,128			0.54
	Non-GAAP earnings	$	58,899		$	1.14
	GAAP weighted shares outstanding - diluted					53,498
	Non-GAAP weighted shares outstanding - diluted					51,841
1	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.
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	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 approximately 37% on a non-GAAP basis. The result of these adjustments is a change in the annual effective tax rate from approximately 29% to 37%. The Company adopted ASU 2016-09 Stock Compensation in Q2 2016 which was effective as of January 1, 2016 with retrospective adjustment. The result of the retrospective adjustment resulted in a change in the Q1 2016 quarterly effective tax rate on a non-GAAP basis from approximately 41% to 36%.

8

	Reconciliation of Third Quarter and Nine Months 2016 Results
	GAAP net income to Adjusted EBITDA
		Three months ended			Nine months ended
	(in thousands, except per share data)	September 30, 2016			September 30, 2016
	GAAP net income	$	3,926		$	30,771
	Interest (income) / expense, net 1		10,789			46,508
	Provision for income taxes		6,972			17,383
	Depreciation and amortization		27,158			72,865
	EBITDA	$	48,845		$	167,527
	Litigation liability gain		—			(43,310	)
	Non-cash purchase accounting related charges 2		2,457			14,747
	Business transition costs 3		3,451			11,514
	Non-cash stock based compensation		7,288			19,645
	Adjusted EBITDA	$	62,041		$	170,123
	As a percentage of revenue		25.9	%		24.6	%
1	Included in  Interest (income) / expense, net for the nine months ended September 30, 2016 is loss on extinguishment of debt for $17.4 million.
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	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.

9

Investor Conference Call

NuVasive will hold a conference call today at 5:30 p.m. ET / 2:30 p.m. PT to discuss the results of its financial performance for the third quarter 2016. 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 November 28, 2016. In addition, a telephone replay of the call will be available until November 2, 2016. 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: 13646026.

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 $811 million in revenues (2015), NuVasive has an approximate 2,200 person workforce in more than 40 countries around the world. For more information, please visit www.nuvasive.com.

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 third quarter 2016, as well as projections for 2016 financial guidance and longer-term financial performance goals. The Company’s projections for 2016 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.

10

NuVasive, Inc.

Consolidated Statement of Operations

(in thousands, except per share amounts)

	Three Months Ended September 30,						Nine Months Ended September 30,
(unaudited)	2016			2015			2016			2015
Revenue	$	239,649		$	200,538		$	690,963		$	595,831
Cost of goods sold (excluding below amortization of intangible assets)		59,196			49,167			173,167			143,246
Gross profit		180,453			151,371			517,796			452,585
Operating expenses:
Sales, marketing and administrative		131,886			110,554			391,211			338,444
Research and development		12,516			9,189			35,016			27,227
Amortization of intangible assets		11,438			3,067			29,912			9,037
Litigation liability (gain)		—			(500	)		(43,310	)		(42,507	)
Business transition costs		3,451			950			11,514			10,845
Total operating expenses		159,291			123,260			424,343			343,046
Interest and other expense, net:
Interest income		190			362			924			1,125
Interest expense		(10,979	)		(7,307	)		(29,988	)		(21,675	)
Loss on repurchases of convertible notes		—			—			(17,444	)		—
Other income (expense), net		94			387			(102	)		530
Total interest and other expense, net		(10,695	)		(6,558	)		(46,610	)		(20,020	)
Income before income taxes		10,467			21,553			46,843			89,519
Income tax expense		(6,972	)		(8,803	)		(17,383	)		(35,332	)
Consolidated net income	$	3,495		$	12,750		$	29,460		$	54,187
Add back net loss attributable to non-controlling interests	$	(431	)	$	(210	)	$	(1,311	)	$	(601	)
Net income attributable to NuVasive, Inc.	$	3,926		$	12,960		$	30,771		$	54,788
Net income per share attributable to NuVasive, Inc.:
Basic	$	0.08		$	0.26		$	0.62		$	1.13
Diluted	$	0.07		$	0.24		$	0.58		$	1.05
Weighted average shares outstanding:
Basic		50,264			48,993			49,970			48,513
Diluted		55,782			53,199			53,498			52,202

11

NuVasive, Inc.

Consolidated Balance Sheets

(in thousands, except par values and share amounts)

	September 30, 2016			December 31, 2015
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	203,818		$	192,339
Short-term marketable securities		—			165,423
Accounts receivable, net of allowances of $8,335 and $5,320, respectively		143,818			127,595
Inventory, net		212,784			168,140
Prepaid income taxes		46,904			40,540
Prepaid expenses and other current assets		9,573			8,790
Total current assets		616,897			702,827
Property and equipment, net		179,913			141,441
Long-term marketable securities		—			112,332
Intangible assets, net		303,928			85,076
Goodwill		498,686			154,281
Deferred tax assets		4,633			83,691
Restricted cash and investments		7,420			5,615
Other assets		24,568			17,404
Total assets	$	1,636,045		$	1,302,667
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	72,581		$	60,985
Contingent consideration liabilities		45,005			—
Accrued payroll and related expenses		41,010			37,641
Income tax liabilities		828			990
Short-term senior convertible notes		120,975			—
Total current liabilities		280,399			99,616
Long term senior convertible notes		559,950			372,920
Deferred and income tax liabilities, non-current		26,239			8,602
Non-current litigation liabilities		—			88,261
Other long-term liabilities		46,643			14,425
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 September 30, 2016 and December 31, 2015, 55,096,226 and 52,616,471 issued and outstanding at September 30, 2016 and December 31, 2015, respectively		55			53
Additional paid-in capital		1,033,298			989,387
Accumulated other comprehensive loss		(5,891	)		(12,112	)
Accumulated deficit		(73,235	)		(104,006	)
Treasury stock at cost; 4,751,464 shares and 3,316,794 shares at September 30, 2016 and December 31, 2015, respectively		(237,411	)		(161,788	)
Total NuVasive, Inc. stockholders’ equity		716,816			711,534
Non-controlling interests		5,998			7,309
Total equity		722,814			718,843
Total liabilities and equity	$	1,636,045		$	1,302,667

12

NuVasive, Inc.

Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended September 30,
(unaudited)	2016			2015
Operating activities:
Consolidated net income	$	29,460		$	54,187
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		73,765			49,006
Loss on repurchases of convertible notes		17,444			—
Amortization of non-cash interest		16,906			13,255
Stock-based compensation		19,645			20,570
Reserves on current assets		9,027			7,232
Other non-cash adjustments		11,369			13,127
Deferred income taxes		24,810			37,047
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		(3,038	)		2,163
Inventory		(22,423	)		(19,768	)
Prepaid expenses and other current assets		(3,457	)		2,512
Accounts payable and accrued liabilities		5,939			8,828
Accrued royalties		(85	)		(46,999	)
Accrued payroll and related expenses		(1,670	)		(5,080	)
Litigation liability		(88,450	)		(35,333	)
Income taxes		6,778			(52,739	)
Net cash provided by operating activities		96,020			48,008
Investing activities:
Acquisition of Ellipse Technologies, net of cash acquired		(380,080	)		—
Other acquisitions and investments		(108,150	)		(1,357	)
Purchases of intangible assets		(5,918	)		(28,589	)
Proceeds from sales of property and equipment		—			40
Purchases of property and equipment		(73,882	)		(59,905	)
Purchases of marketable securities		(128,956	)		(320,177	)
Proceeds from sales of marketable securities		407,032			272,666
Sales of restricted investments		—			180,694
Purchases of restricted investments		—			(62,625	)
Net cash used in investing activities		(289,954	)		(19,253	)
Financing activities:
Incremental tax benefits related to stock-based compensation awards		—			15,185
Proceeds from the issuance of common stock		6,668			9,040
Payment of contingent consideration		—			(514	)
Purchase of treasury stock		(24,441	)		(52,532	)
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		(1,701	)		(131	)
Net cash provided by (used in) financing activities		204,531			(28,952	)
Effect of exchange rate changes on cash		882			(862	)
Increase (decrease) in cash and cash equivalents		11,479			(1,059	)
Cash and cash equivalents at beginning of period		192,339			142,387
Cash and cash equivalents at end of period	$	203,818		$	141,328

13

Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

1-858-458-2240

shatcher@nuvasive.com

Media Contact:

Michael Farrington

NuVasive, Inc.

1-858-909-1940

media@nuvasive.com

14

EX-99.2

Q3 2016 Results Supplemental Presentation to Earnings Press Release October 25, 2016 Exhibit 99.2

Forward-Looking Statements Q3 2016 RESULTS 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 third quarter 2016, as well as projections for 2016 financial guidance and longer-term financial performance goals. The Company’s projections for 2016 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 Q3 2016 RESULTS 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 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 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. This presentation is intended to accompany the Company’s third quarter 2016 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.

Third Quarter 2016 Performance* Q3 2016 RESULTS *Performance growth reflects comparison to prior year period; for additional details regarding full year 2016 guidance, see slide 13. ü Reported revenue growth of 19.5% to $239.6 million, or 18.9% on a constant currency basis. Delivered GAAP operating profit margin of 8.8%; non-GAAP operating profit margin of 16.1%. ü Drove GAAP diluted earnings per share of $0.07; non-GAAP diluted earnings per share up 14.3% from prior year to $0.40. ü Reiterated full year 2016 financial guidance in line with prior expectations, with the exception of revenue. Full year 2016 revenue guidance updated to $952.0M vs. $962.0M based on the Q3 2016 revenue results and revised forecast for Q4 2016 revenue in Japan. ü Double-digit revenue growth and strong operating profit margin

2 1 3 PROFITABILITY Operational excellence delivering significant margin expansion GROWTH Driving organic growth with numerous inorganic opportunities available INNOVATION Industry disruptor adding value and addressing unmet needs NuVasive’s Formula for Success Fueling 2016 strategic agenda with proven approach to win Q3 2016 RESULTS

Third Quarter 2016 Revenue Highlights Q3 2016 RESULTS 14.6% U.S. SPINAL HARDWARE Includes All Implants, Fixation, MAGEC® & PRECICE® 25.6% 23.0%* *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 Procedural Volumes and Addition of NSO Portfolio Key Performance Factors Driven By Addition of Biotronic and Growth in M5 Neuromonitoring Disposables Key Performance Factors Strong Growth in European and Australian Markets in 3Q16 in 3Q16 in 3Q16

Q3 2016 RESULTS Third Quarter 2016 P&L Performance Operating leverage story continues to play out NON-GAP MEASURES 3Q16 ACTUALS 3Q16 YOY PEFORMANCE FACTORS Gross Margin Sales, Marketing + Admin Research + Development Operating Profit Margin EPS Adjusted EBITDA Margin 76.3% 55.0% 5.2% 16.1% $0.40 25.9% 80 bps driven by med device tax repeal and lower inventory-related charges 10 bps improvement from prior year including absorbing 30 bps of costs from NSO 110 bps driven by investments in core NUVA platform, NSO technology & Cervical iGA 20 bps driven by increased investment in R&D and ~130 bps from investments in the sales force $0.05; ~14.3% YoY growth 80 bps including investments in R&D and sales force and absorbing impact from NSO

Q3 2016 RESULTS Driving ~20% CAGR in Adjusted EBITDA Improvements *NuVasive financial performance guidance as of October 25, 2016; reflects Adjusted EBITDA margin for full year 2016 of 25.4% 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 2013 2014 2015 2016E* ~20% CAGR

Q3 2016 RESULTS Driving Improved Non-GAAP Operating Profit Margin *NuVasive financial performance guidance as of October 25, 2016; includes an impact of ~70 bps from NSO ~16% 15.4% 11.4% 9.2% Driving improved profitability through disciplined spending and improved efficiencies while adding acquisitions that complement overall financial goals. FY13-16: 680 BPS IMPROVEMENT Longer term goal of 25% with key levers identified: Sales force efficiencies International scalability In-house manufacturing Asset efficiencies 2013 2014 2015 2016E* Long-term commitment to drive at least 100 bps of improvement annually in core business

Q3 2016 RESULTS Driving Improved Tax Rate Focused on reducing tax rate through international scale and domestic tax planning *NuVasive financial performance guidance as of October 25, 2016. 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 In addition, adoption of Accounting Policy Changes benefiting rate in near term *

2016 NORTH AMERICAN SPINE SOCIETY (NASS) iGA Platform for Cervical Furthers computer-aided surgical planning and workflow to drive consistent, verified outcomes Includes the launch of Bendini® OCT, which is able to bend spinal rods for occipito-cervico-thoracic (OTC) cases First expanded platform that supports all spine procedures

2016 NORTH AMERICAN SPINE SOCIETY (NASS) Software that enables O.R. staff to reduce their levels of exposure to surgical radiation Will help increase adoption of minimally invasive surgery without any disruption of surgeon’s familiar workflow Takes low radiation images and improves them to look like conventional full dose images A foundational element of our multi-generational imaging, navigation and surgical automation platform development strategy Another example of NUVA leading the way with differentiated offerings to help surgeons and patients

Q3 2016 RESULTS Full Year 2016 Financial Performance Guidance* *NuVasive financial performance guidance as of October 25, 2016; ^Constant currency FY16 Guidance Performance Drivers Revenues As reported ~$952.0M, ~17.2% YoY growth^ ~$53M NSO contribution, ~$27M Biotronic; ~$1M currency impact U.S. Spinal Hardware U.S. Surgical Support International ~15.9% YoY growth ~13.8% YoY growth ~32.1% YoY growth Strong expected lumbar, cervical and NSO product performance Biotronic contribution as of July 1, 2016 ~31% constant currency growth; comprised of core NuVasive growth of ~14%, NSO product growth of ~17% Non-GAAP Gross Margin ~76.4% ~40 bps YoY increase due to 2-year suspension of med device tax, partially offset by the lower gross margin profile of Biotronic Non-GAAP Sales, Marketing & Admin. ~55.3% ~110 bps YoY improvement driven by core NuVasive asset efficiencies, support function management and partial improvement related to SM&A profile of Biotronic Non-GAAP Research & Development ~5.1% ~80 bps YoY increase in organic and inorganic investment in innovation Non-GAAP Operating Profit Margin ~16.0% ~130 bps YoY improvement in core NuVasive margin, primarily offset by NSO investment Non-GAAP Earnings Per Share ~$1.64 ~25% YoY growth Adjusted EBITDA Margin ~25.4% ~20 bps YoY increase Non-GAAP Effective Tax Rate ~37% ~500 bps YoY improvement from 42%; ASU adoption 2016-09 Non-GAAP diluted WASO ~52.0M shares Increased from ~51.1M shares in 2015 due to higher share price impact on remaining 2017 convertible note dilution; ASU adoption 2016-09

Q3 2016 RESULTS Why Invest in NuVasive? Relentless focus on driving shareholder value *NuVasive financial performance guidance as of October 25, 2016 Industry-leading innovation and integrated procedural solutions enables share-taking and premium pricing Drive surgeon conversion, increase service line partnerships and expand services integration Double International revenue contribution in coming years Competitively positioned in large and growing global spine market with favorable transformative dynamics playing to NuVasive strengths Grow revenues at multiples of market in high single-digit range* Achieve ~25% long-term non-GAAP operating profit margin and ~32% adjusted EBITDA goals* Optimize tax structure to help drive EPS growth 2x the rate of revenue growth* Disciplined capital deployment for strategic M&A and partnerships Set to generate significant increases in free cash flow