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 24, 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)
Not Applicable
(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 October 24, 2017, NuVasive, Inc. (the “Company”) issued a press release (the “Earnings Press Release”) announcing its financial results for the quarter ended September 30, 2017. A copy of the Earnings 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 October 24, 2017, the Company’s Chairman and Chief Executive Officer and Chief Financial Officer will discuss the Company’s results for the quarter ended September 30, 2017 and the Company’s outlook for the year ending December 31, 2017. The Company’s slide presentation for the conference call is furnished as Exhibit 99.2 to this Current Report.

Item 8.01 Other Events.

On October 24, 2017, the Company issued a press release (the “Share Repurchase Press Release”) announcing that its Board of Directors approved a program to purchase up to $100 million of the Company’s common stock over a three-year period commencing October 25, 2017. A copy of the Share Repurchase Press Release is furnished as Exhibit 99.3 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.

Exhibit No.	Description
99.1	Earnings Press Release issued by NuVasive, Inc. on October 24, 2017
99.2	Slide presentation
99.3	Share Repurchase Press Release issued by NuVasive, Inc. on October 24, 2017

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/ Rajesh Asarpota
		Rajesh Asarpota
Date: October 24, 2017		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

NUVASIVE REPORTS THIRD QUARTER 2017 FINANCIAL RESULTS

SAN DIEGO – Oct. 24, 2017 - NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, announced today financial results for the quarter ended September 30, 2017.  

Third Quarter 2017 Highlights

• Revenue increased 3.2% to $247.4 million, or 3.4% on a constant currency basis

• GAAP operating profit margin of 12.4%; Non-GAAP operating profit margin of 17.6%, up 150 basis points from prior year

• GAAP diluted earnings per share of $0.64; Non-GAAP diluted earnings per share up 30% from prior year to $0.52

• Company updates full year 2017 guidance

“Our results for the third quarter reflect continued strength in our International business with 46% growth on a constant currency basis year over year, representing the fourth consecutive quarter with growth in excess of 20%,” said Gregory T. Lucier, NuVasive’s chairman and chief executive officer. “In the U.S., we are making significant inroads in the deformity market with our RELINE® posterior fixation system and have launched multiple spinal hardware technologies over the last quarter that continue to enhance our differentiated and procedurally-focused portfolio.”

Lucier continued, “Disruptions from the recent hurricanes in our U.S. and International business negatively affected third quarter total revenue results by approximately $5 million. Excluding the impact of the hurricanes and one less selling day, revenue growth would have been approximately 6%.”

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

Third Quarter 2017 Results

NuVasive reported third quarter 2017 total revenue of $247.4 million, a 3.2% increase compared to $239.6 million for the third quarter 2016. On a constant currency basis, third quarter 2017 total revenue increased 3.4% compared to the same period last year.  

For the third quarter 2017, GAAP and non-GAAP gross profit was $181.8 million and $182.0 million, respectively, while both GAAP and non-GAAP gross margin was 73.5%. These results compared to GAAP and non-GAAP gross profit of $180.5 million and $182.9 million, respectively, and GAAP and non-GAAP gross margin of 75.3% and 76.3%, respectively, for the third quarter 2016. Total GAAP and non-GAAP operating expenses were $151.2 million and $138.5 million, respectively, for the third quarter of 2017. These results compared to GAAP and non-GAAP operating expenses of $159.3 million and $144.4 million, respectively, for the third quarter 2016.

NuVasive reported a GAAP net income of $33.6 million, or $0.64 per diluted share, for the third quarter 2017 compared to $3.9 million, or $0.07 per diluted share, for the third quarter 2016.

On a non-GAAP basis, the Company reported net income of $26.7 million, or $0.52 per diluted share, for the third quarter 2017 compared to $21.1 million, or $0.40 per diluted share, for the third quarter 2016.  

Cash and cash equivalents were approximately $62.2 million at September 30, 2017.

Updated Full Year Guidance for 2017

The Company updated its full year 2017 financial guidance to reflect third-quarter results, the continued impact of Hurricane Maria in Puerto Rico in the fourth quarter and anticipated lower U.S. procedural volumes continuing into the fourth quarter.  

		2017 Guidance
		Prior 1						Current 1
	(in Million's; except %'s and EPS)	GAAP			Non-GAAP			GAAP			Non-GAAP
	Revenue	$	1,065		$	1,065		$	1,030		$	1,030
	% Growth - Reported		10.7	%		10.7	%		7.1	%		7.1	%
	% Growth - Constant Currency 2					11.1	%					7.2	%
	Operating margin		12.4	%		17.1	%		11.5	%		16.6	%
	Earnings per share	$	1.13		$	2.00		$	1.37		$	1.91
	EBITDA		23.6	%		26.7	%		23.3	%		25.9	%
	Tax Rate	~33%			~35%			~7%			~34%
1	Prior guidance provided July 27, 2017.  Current guidance reflects guidance provided October 24, 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 approximately $1,030.0 million for 2017, which now includes approximately $2 million in year-over-year currency headwinds, and reflects 7.1% growth on a reported basis and 7.2% growth on a constant currency basis compared to revenue of $962.0 million for 2016; versus a prior expectation of $1,065.0 million for 2017;

• Non-GAAP diluted earnings per share of approximately $1.91, compared with the prior expectation of $2.00, compared to non-GAAP diluted earnings per share of $1.66 for 2016;

• Non-GAAP operating profit margin of approximately 16.6%, compared with the prior expectation of 17.1%, compared to non-GAAP diluted operating profit margin of 16.1% for 2016;

• Adjusted EBITDA margin of approximately 25.9% for 2017; compared with the prior expectation of approximately 26.7% for 2017, compared to 25.2% for 2016; and

• Non-GAAP effective tax expense rate of approximately 34%; slight improvement from prior expectation of approximately 35% for 2017.

Supplementary Financial Information

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

Reconciliation of Full Year EPS Guidance
						2017 Guidance 1
			2016 Actuals			Prior 2, 3			Current 2,4
		GAAP net income per share	$	0.69		$	1.13		$	1.37
		Impact of change to diluted share count		0.02			0.09			0.07
		GAAP net income per share, adjusted to diluted Non-GAAP share count	$	0.71		$	1.22		$	1.44
		Litigation liability		(0.83	)		-			0.01
		Business transition costs 5		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 6		0.28			-			0.01
		Loss on repurchase of convertible notes		0.37			-			-
		Amortization of intangible assets 7		0.78			0.88			0.92
		Tax effect of adjustments 8		(0.38	)		(0.48	)		(0.85	)
		Non-GAAP earnings per share	$	1.66		$	2.00		$	1.91
		GAAP Weighted shares outstanding - basic		50,077			50,864			50,867
		GAAP Weighted shares outstanding - diluted		54,102			56,617			55,237
		Non-GAAP Weighted shares outstanding - diluted 9		51,981			52,738			52,390
	1	Items may not foot due to rounding.
	2	Prior guidance provided July 27, 2017.  Current guidance reflects guidance provided October 24, 2017.
	3	Effective tax expense rate of ~33% applied to GAAP earnings and ~35% applied to Non-GAAP earnings.
	4	Effective tax expense rate of ~7% applied to GAAP earnings and ~34% applied to Non-GAAP earnings.
	5	Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, and other costs directly associated with such activities.
	6	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.
	7	Excludes the amortization associated with non-controlling interest.
	8	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 ~34% on a non-GAAP basis.
	9	Excludes the impact of dilutive convertible notes and warrants for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.

Reconciliation of Non-GAAP Operating Margin %
			2017 Guidance 1
	(in thousands, except %)	2016 Actuals	Prior 2	Current 2
	Non-GAAP Gross Margin % [A]	76.6%	75.6%	74.2%
	Non-cash purchase accounting adjustments on acquisitions 3	(1.5%)	0.0%	(0.1%)
	GAAP Gross Margin [B]	75.0%	75.6%	74.2%
	GAAP & Non-GAAP Sales, Marketing & Administrative Expense [C]	55.5%	53.5%	52.7%
	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%	0.1%
	Amortization of intangible assets [G] 4	4.4%	4.5%	4.8%
	Business transition costs [H] 5	1.9%	0.2%	0.2%
	Non-GAAP Operating Margin % [A - C - D]	16.1%	17.1%	16.6%
	GAAP Operating Margin % [B - C - E - F - G - H]	12.8%	12.4%	11.5%
1	Items may not foot due to rounding.
2	Prior guidance provided July 27, 2017.  Current guidance reflects guidance provided October 24, 2017.
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.
4	Excludes the amortization associated with non-controlling interest.
5	Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, and other costs directly associated with such activities.

Reconciliation of EBITDA %
			2017 Guidance 1
	(in thousands, except %)	2016 Actuals	Prior 2	Current 2
	Net Income / (Loss)	3.9%	6.0%	7.3%
	Interest (income) / expense, net 3	6.1%	3.6%	3.7%
	Provision for income taxes	3.0%	2.9%	0.5%
	Depreciation and amortization 4	10.5%	11.0%	11.8%
	EBITDA	23.5%	23.6%	23.3%
	Non-cash stock based compensation	2.8%	3.0%	2.3%
	Business transition costs 5	1.9%	0.2%	0.2%
	Non-cash purchase accounting adjustments on acquisitions 6	1.5%	0.0%	0.1%
	In-process research & development	0.0%	0.0%	0.0%
	Litigation liability	(4.5%)	0.0%	0.1%
	Adjusted EBITDA	25.2%	26.7%	25.9%
1	Items may not foot due to rounding.
2	Prior guidance provided July 27, 2017.  Current guidance reflects guidance provided October 24, 2017.
3	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.
4	Excludes the amortization associated with non-controlling interest.
5	Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, and other costs directly associated with such activities.
6	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, 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.

	Reconciliation of Third Quarter 2017 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	$	33,617		$	0.64
	Business transition costs 1		345
	Non-cash purchase accounting adjustments on acquisitions 2		136
	Litigation liability		750
	Non-cash interest expense on convertible notes		3,980
	Amortization of intangible assets 3		11,307
	Tax effect of adjustments 4		(23,413	)
	Adjustments to GAAP net income		(6,895	)
	Non-GAAP earnings	$	26,722		$	0.52
	GAAP weighted shares outstanding - diluted					52,794
	Non-GAAP weighted shares outstanding - diluted 5					51,751
1	Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, 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	Excludes the amortization associated with non-controlling interest.
4	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 ~34% on a non-GAAP basis.
5	Excludes the impact of dilutive convertible notes and warrants for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.

	Reconciliation of Year To Date 2017 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	$	59,046		$	1.05
	Business transition costs 1		1,769
	Non-cash purchase accounting adjustments on acquisitions 2		136
	Litigation liability		750
	Non-cash interest expense on convertible notes		13,244
	Amortization of intangible assets 3		34,073
	Tax effect of adjustments 4		(38,197	)
	Adjustments to GAAP net income		11,775
	Non-GAAP earnings	$	70,821		$	1.35
	GAAP weighted shares outstanding - diluted					56,304
	Non-GAAP weighted shares outstanding - diluted 5					52,507
1	Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, 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	Excludes the amortization associated with non-controlling interest.
4	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 ~34% on a non-GAAP basis.
5	Excludes the impact of dilutive convertible notes and warrants for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.

	Reconciliation of Third Quarter and Nine Months 2017 Results
	GAAP net income to Adjusted EBITDA
		Three months ended			Nine months ended
	(in thousands, except per share data)	September 30, 2017			September 30, 2017
	GAAP net income	$	33,617		$	59,046
	Interest (income) / expense, net		8,819			28,425
	Provision for income taxes		(11,540	)		(2,971	)
	Depreciation and amortization 1		29,858			87,872
	EBITDA	$	60,754		$	172,372
	Business transition costs 2		345			1,769
	Non-cash purchase accounting adjustments on acquisitions 3		136			136
	Litigation liability		750			750
	Non-cash stock based compensation		(427	)		14,984
	Adjusted EBITDA	$	61,558		$	190,011
	As a percentage of revenue		24.9	%		25.1	%
1	Excludes the amortization associated with non-controlling interest.
2	Costs related to acquisition, integration and business transition activities which include severance, relocation, consulting, leasehold exit costs, third party merger and acquisitions costs, contingent consideration fair value adjustments, 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.

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 third 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 November 21, 2017. In addition, a telephone replay of the call will be available until October 31, 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: 13671687.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology innovation, focused on transforming spine surgery and beyond with minimally invasive, procedurally-integrated solutions designed to deliver reproducible and clinically-proven surgical outcomes. The Company’s portfolio includes access instruments, implantable hardware, biologics, software systems for surgical planning, navigation and imaging solutions, magnetically adjustable implant systems for spine and orthopedics, and intraoperative monitoring service offerings. With $962 million in revenues (2016), NuVasive has an approximate 2,300 person workforce in more than 40 countries serving surgeons, hospitals and patients. For more information, please visit www.nuvasive.com.

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 third 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.

NuVasive, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
	Three Months Ended September 30,						Nine Months Ended September 30,
(unaudited)	2017			2016			2017			2016
Revenue	$	247,431		$	239,649		$	757,868		$	690,963
Cost of goods sold (excluding below amortization of intangible assets)		65,583			59,196			193,617			173,167
Gross profit		181,848			180,453			564,251			517,796
Operating expenses:
Sales, marketing and administrative		125,800			131,886			405,411			391,211
Research and development		12,720			12,516			37,706			35,016
Amortization of intangible assets		11,630			11,438			35,040			29,912
Litigation liability (gain)		750			—			750			(43,310	)
Business transition costs		345			3,451			1,769			11,514
Total operating expenses		151,245			159,291			480,676			424,343
Interest and other expense, net:
Interest income		79			190			355			924
Interest expense		(8,898	)		(10,979	)		(28,780	)		(29,988	)
Loss on repurchases of convertible notes		—			—			—			(17,444	)
Other expense, net		(139	)		94			(382	)		(102	)
Total interest and other expense, net		(8,958	)		(10,695	)		(28,807	)		(46,610	)
Income before income taxes		21,645			10,467			54,768			46,843
Income tax expense		11,540			(6,972	)		2,971			(17,383	)
Consolidated net income	$	33,185		$	3,495		$	57,739		$	29,460
Add back net loss attributable to non-controlling interest	$	(432	)	$	(431	)	$	(1,307	)	$	(1,311	)
Net income attributable to NuVasive, Inc.	$	33,617		$	3,926		$	59,046		$	30,771
Net income per share attributable to NuVasive, Inc.:
Basic	$	0.66		$	0.08		$	1.16		$	0.62
Diluted	$	0.64		$	0.07		$	1.05		$	0.58
Weighted average shares outstanding:
Basic		50,747			50,264			50,799			49,970
Diluted		52,794			55,782			56,304			53,498

NuVasive, Inc.
Consolidated Balance Sheets
(in thousands, except par values and share amounts)
	September 30, 2017			December 31, 2016
	(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	62,200		$	153,643
Restricted cash and investments		2,402			—
Accounts receivable, net of allowances of $10,708 and $8,912, respectively		187,247			171,595
Inventory, net		249,003			208,249
Prepaid income taxes		19,817			31,926
Prepaid expenses and other current assets		9,184			10,030
Total current assets		529,853			575,443
Property and equipment, net		220,809			181,524
Intangible assets, net		294,445			291,143
Goodwill		538,310			485,685
Deferred tax assets		6,093			5,810
Restricted cash and investments		4,946			7,405
Other assets		34,460			23,794
Total assets	$	1,628,916		$	1,570,804
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	73,552		$	77,585
Contingent consideration liabilities		19,275			49,742
Accrued payroll and related expenses		51,965			51,000
Income tax liabilities		857			2,469
Short-term borrowings		40,000			—
Senior convertible notes		—			61,701
Total current liabilities		185,649			242,497
Long-term senior convertible notes		578,192			564,412
Deferred and income tax liabilities, non-current		29,667			18,607
Other long-term liabilities		75,213			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 September 30, 2017 and December 31, 2016, 55,959,798 and 55,184,660 issued and outstanding at September 30, 2017 and December 31, 2016, respectively		60			55
Additional paid-in capital		1,347,482			1,010,238
Accumulated other comprehensive loss		(6,855	)		(10,631	)
Accumulated deficit		(19,460	)		(66,859	)
Treasury stock at cost; 4,992,333 shares and 4,758,828 shares at September 30, 2017 and December 31, 2016, respectively		(565,313	)		(237,867	)
Total NuVasive, Inc. stockholders’ equity		755,914			694,936
Non-controlling interest		4,281			5,588
Total equity		760,195			700,524
Total liabilities and equity	$	1,628,916		$	1,570,804

NuVasive, Inc.
Consolidated Statements of Cash Flows
(in thousands)
	Nine Months Ended September 30,
(unaudited)	2017			2016
Operating activities:
Consolidated net income	$	57,739		$	29,460
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		88,922			73,765
Loss on repurchases of convertible notes		—			17,444
Amortization of non-cash interest		15,676			16,906
Stock-based compensation		14,984			19,645
Reserves on current assets		1,741			9,027
Other non-cash adjustments		11,029			11,369
Deferred income taxes		(3,705	)		24,810
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		(14,796	)		(3,038	)
Inventory		(36,180	)		(22,423	)
Prepaid expenses and other current assets		226			(3,457	)
Contingent consideration liabilities		(11,200	)		—
Accounts payable and accrued liabilities		(5,857	)		5,854
Litigation liability		1,000			(88,450	)
Accrued payroll and related expenses		502			(1,670	)
Income taxes		(1,195	)		6,778
Net cash provided by operating activities		118,886			96,020
Investing activities:
Acquisition of Ellipse Technologies, net of cash acquired		—			(380,080	)
Other acquisitions and investments		(62,371	)		(108,150	)
Purchases of intangible assets		(2,270	)		(5,918	)
Purchases of property and equipment		(97,030	)		(73,882	)
Purchases of marketable securities		—			(128,956	)
Proceeds from sales of marketable securities		—			407,032
Net cash used in investing activities		(161,671	)		(289,954	)
Financing activities:
Proceeds from the issuance of common stock		5,517			6,668
Purchase of treasury stock		(11,709	)		(24,441	)
Payment of contingent consideration		(18,800	)		—
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		(63,317	)		(343,835	)
Proceeds from revolving line of credit		60,000			50,000
Repayments on revolving line of credit		(20,000	)		(50,000	)
Other financing activities		(2,316	)		(1,701	)
Net cash (used in)provided by financing activities		(50,625	)		204,531
Effect of exchange rate changes on cash		1,967			882
(Decrease) increase in cash and cash equivalents		(91,443	)		11,479
Cash and cash equivalents at beginning of period		153,643			192,339
Cash and cash equivalents at end of period	$	62,200		$	203,818

Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

1-858-458-2240

investorrelations@nuvasive.com

Media Contact:

Stefanie Mazer

NuVasive, Inc.

1-858-320-5243

media@nuvasive.com

EX-99.2

Q3 2017 Results Supplemental Presentation to Earnings Press Release October 24, 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 third 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 third 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.

Third Quarter 2017 Performance Reported year-over-year revenue growth of 3.2% to $247.4 million, or 3.4% on a constant currency basis. Delivered GAAP operating profit margin of 12.4%; non-GAAP operating profit margin of 17.6%, up 150 basis points from prior year. Drove GAAP diluted earnings per share of $0.64; non-GAAP diluted EPS up 30.0% to $0.52. ü ü *Performance growth reflects comparison to prior year period; for additional details regarding full year 2017 guidance, see slide 13 . Updated full year 2017 guidance: Revenue growth of ~7.1% to $1,030.0 million, including ~$2 million in year-over-year currency headwinds Non-GAAP operating profit margin of ~16.6% Adjusted EBITDA margin of ~25.9% Non-GAAP diluted EPS of ~$1.91

Third Quarter 2017 Revenue Highlights ~2% U.S. SPINAL HARDWARE Includes All Implants, Fixation, MAGEC® & PRECICE® ~(13)% ~46%* * Constant currency basis U.S. SURGICAL SUPPORT Includes Biologics, IOM Services & Disposables INTERNATIONAL Includes Puerto Rico Key Performance Factors Growth from new product introductions offset by impact of hurricanes Key Performance Factors Continued softness in Biologics business Key Performance Factors Strong growth in all core markets, including EMEA, AsiaPac and Latin America in 3Q17 in 3Q17 in 3Q17

Third Quarter 2017 Revenue Growth Rates Percentage U.S. Spinal Hardware ~2% U.S. Surgical Support ~(13)% International* ~46% Q3 2017 Consolidated Growth Rate (reported) ~3% Estimated Impact of Hurricanes ~2% Estimated Impact of One Less Selling Day ~1% Q3 2017 Consolidated Growth Rate (adjusted) ~6% 6 * Constant currency basis

Third Quarter 2017 P&L Performance Non-GAAP Measures 3Q17 Actuals 3Q17 YoY Performance Factors Gross Margin 73.5% ↓ 280 bps negatively impacted by mix of revenue in lower margin businesses (~90 bps), a slower than anticipated ramp up in our in-sourced manufacturing (~70 bps), and timing of operational efficiencies (~60 bps) Sales, Marketing & Admin. 50.8% ↓ 420 bps improvement from prior year driven by greater asset efficiencies related to freight, work-force productivity and canceled equity-based awards Research & Development 5.1% ↓ 10 bps of improvement in R&D spend; 30 bps increase vs Q2 2017 as we continue to ramp up R&D as a percent of revenue Operating Profit Margin 17.6% ↑ 150 bps improvement due to performance compensation and international scale, partially offset by the decrease in the overall gross margin EPS $0.52 ↑ $0.12; 30% YoY growth Adjusted EBITDA Margin 24.9% ↓ 100 bps decrease, excludes the impact of non-cash stock-based compensation 7

Global Revenue (In Millions) Non-GAAP Operating Profit Margin ~$1,030* 11.4% 15.4% 16.1% ~16.6%* Strong History of Growth and Profitability DISCIPLINED EXECUTION OF STRATEGY DRIVES EXCEPTIONAL RESULTS Adjusted EBITDA (In Millions) ~17% CAGR ~520 Basis Points ~11% CAGR * NuVasive financial performance guidance as of October 24, 2017.

EXPANDING. Most Comprehensive Lateral Spine Surgery Portfolio. Access to L5-S1 via single position lateral surgery. Additive procedural solution to XLIF, providing increased access at L4-L5. Leading lateral fixation provides maximum access Delivering efficient, predictable clinical outcomes via LATERAL SINGLE POSITION SURGERY from T6 – S1 Featuring at 9

Proprietary Technology: Porous PEEK First-of-its kind porous architecture designed to promote superior bone in-growth, while maintaining the biomechanical and imaging properties of PEEK in general. Proprietary Technology: Modulus® Titanium Integrates endplate porosity with an optimized body lattice structure, providing a fully porous architecture and ideal environment for bone growth. ADVANCING. Technologies for the future. SURFACE IMAGING STRUCTURE Featuring at 10

Investing in Innovation BUILDING WORLD-CLASS CENTERS OF EXCELLENCE SAN DIEGO, CALIFORNIA Expanding surgeon education lab for onsite surgeon training Building a prototype design facility with 3D-printing capabilities Developing state-of-the art biomedical testing center Building a world-class manufacturing center Produced 70% more parts out of facility in Q3 vs. Q2 Transitioning from current Fairborn facility by end of 2017 WEST CARROLLTON, OHIO 11

What Has Changed in our Assumptions PERFORMANCE THROUGH Q32017 HAS INFLUENCED OUR VIEWS What remains the same … What has changed … International revenue continues to grow 20%+ U.S. spine procedural volumes relatively flat Non-GAAP operating margin and EPS expansion Biologics weakness continues for near-term NUVASIVE STILL GROWS AT MULTIPLE OF MARKET, CONTINUES TO TAKE SHARE, AND GROWS REVENUE ~MID SINGLE DIGITS NON-GAAP OPERATING MARGIN IMPROVEMENT OF 100 BPS PER YEAR AND DOUBLE-DIGIT EBITDA GROWTH NUVASIVE PROSPECTS REMAIN STRONG KEY TAKEAWAYS 12

* NuVasive financial performance guidance as of October 24, 2017; ^Constant currency FY17 Guidance Performance Drivers Revenues As reported ~$1.030B ~7.2% YoY growth^ Including full year of Biotronic contribution; ~$2M currency headwind U.S. Spinal Hardware U.S. Surgical Support International ~3% YoY growth ~3% YoY growth ~32% YoY growth Strong lumbar, cervical and NSO performance; offset by full year hurricane impact Full year of Biotronic contribution ~33% constant currency growth Non-GAAP Gross Margin ~74.2% ~240 bps YoY decrease due to the lower gross margin profile of Biotronic and a slower than anticipated ramp up in our in-sourced manufacturing Non-GAAP Sales, Marketing & Admin. ~52.7% ~280 bps YoY improvement primarily driven by sales force efficiencies, SM&A profile of Biotronic business, and performance compensation Non-GAAP Research & Development ~5.0% ~$3M YoY increase in investment in innovation Non-GAAP Operating Profit Margin ~16.6% ~50 bps YoY improvement driven by core efficiencies while continuing to integrate acquired entities; offset by lower than anticipated revenue Non-GAAP Earnings Per Share ~$1.91 ~15% YoY growth Adjusted EBITDA Margin ~25.9% ~70 bps YoY increase Non-GAAP Effective Tax Rate ~34% Continued efforts to drive YoY improvement; ASU adoption 2016-09 Non-GAAP diluted WASO ~52.4M shares Increased from ~52M shares in 2016 Updated Full Year 2017 Financial Performance Guidance*

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 October 24, 2017.

EX-99.3

Exhibit 99.3

 

NEWS RELEASE

NUVASIVE ANNOUNCES $100 MILLION SHARE REPURCHASE PROGRAM

SAN DIEGO – October 24, 2017 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, today announced that its Board of Directors approved a share repurchase program authorizing the purchase of up to $100 million of the Company’s common stock over a three-year period commencing October 25, 2017.

Under this program, the Company may repurchase stock from time to time, in amounts, at prices, and at such times the Company deems appropriate, subject to market conditions, legal requirements and other considerations. The Company’s repurchases may be executed using open market purchases, privately negotiated purchases or other transactions. The share repurchase program is expected to continue through October 2020.  

The Company intends to fund repurchases under this share repurchase program from cash on hand, cash generated from operations and available borrowing under its existing credit facility. The share repurchase program does not obligate the Company to repurchase any specific number of shares, and may be suspended, modified or terminated at any time without prior notice.

“NuVasive’s Board of Directors strongly believes in the ability of the leadership team to execute against  our strategic initiatives and position the company for continued growth and value creation,” said Gregory T. Lucier, chairman and chief executive officer. “We are confident in our ability to fund long-term organic growth initiatives and improve operating profitability, while staying committed to disciplined capital deployment and to driving value for our shareholders.”

NuVasive had approximately 51.0 million shares of common stock outstanding as of September 30, 2017.

AboutNuVasive

NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology innovation, focused on transforming spine surgery and beyond with minimally invasive, procedurally-integrated solutions designed to deliver reproducible and clinically-proven surgical outcomes. The Company’s portfolio includes access instruments, implantable hardware, biologics, software systems for surgical planning, navigation and imaging solutions, magnetically adjustable implant systems for spine and orthopedics, and intraoperative monitoring service offerings. With $962 million in revenues (2016), NuVasive has an approximate 2,300 person workforce in more than 40 countries serving surgeons, hospitals and patients. For more information, please visit www.nuvasive.com.

Forward-Looking Statements

NuVasive cautions you that statements included in this news release 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. Forward-looking statements include, but are not limited to, statements about NuVasive’s intention to repurchase shares of its common stock, including the amount and timing of its stock repurchase program.  The following important factors, among others, could cause actual results to differ materially from those set forth in the forward looking statements:  uncertainties as to the market price of NuVasive’s common stock, market conditions in general and NuVasive’s future operating performance.  Additional factors that may affect future results are described in NuVasive'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.

# # #

Investor Contact:

Suzanne Hatcher

NuVasive, Inc.

1-858-458-2240

investorrelations@nuvasive.com

Media Contact:

Stefanie Mazer

NuVasive, Inc.

1-858-320-5243

media@nuvasive.com