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): May 1, 2018

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 May 1, 2018, NuVasive, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended March 31, 2018. A copy of this press release is furnished as Exhibit 99.1 to this Current Report.

Item 7.01 Regulation FD Disclosure.

During a conference call scheduled to be held at 1:30 p.m. Pacific Time on May 1, 2018, the Company’s Chairman and Chief Executive Officer and Chief Financial Officer will discuss the Company’s results for the quarter ended March 31, 2018 and the Company’s outlook for the year ending December 31, 2018. The Company’s slide presentation for the conference call is furnished as Exhibit 99.2 to this Current Report.

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

Item 9.01 Financial Statements and Exhibits.

(d)  Exhibits.
Exhibit No.	Description
99.1	Press release issued by NuVasive, Inc. on May 1, 2018
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.
Date: May 1, 2018		/s/ Rajesh Asarpota
		Rajesh Asarpota
		Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

NUVASIVE ANNOUNCES FIRST QUARTER 2018 FINANCIAL RESULTS

SAN DIEGO – May 1, 2018 – NuVasive, Inc. (NASDAQ: NUVA), the leader in spine technology innovation, focused on transforming spine surgery with minimally disruptive, procedurally-integrated solutions, today announced financial results for the quarter ended March 31, 2018.  

First Quarter 2018 Highlights

• Revenue increased 4.6% to $260.5 million, or 3.4% on a constant currency basis;

• GAAP operating profit margin of (7.0%); Non-GAAP operating profit margin of 12.3%; and

• GAAP diluted loss per share of ($0.53); Non-GAAP diluted earnings per share increase of 5.4% to $0.39.

“In the first quarter 2018, NuVasive’s International business continued its momentum of 20% growth year over year on a constant currency basis, with our core U.S. hardware business showing solid case volume growth,” said Gregory T. Lucier, chairman and chief executive officer of NuVasive. “As we look forward to the remainder of the year, we expect our continued innovation—including the expansion of our lateral procedural solutions with the integration of Lateral Single-Position Surgery, further build out of our Advanced Materials Science portfolio and the initial launch of our Surgical Intelligence platform—to drive further differentiation of NuVasive technologies with surgeon partners. We also anticipate our Ohio manufacturing facility production ramping up in the second half of the year and we begin to realize the 400 basis point improvement in gross margins through this in-sourcing manufacturing effort.”

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

First Quarter 2018 Results

NuVasive reported first quarter 2018 total revenue of $260.5 million, a 4.6% increase compared to $249.0 million for the first quarter 2017. On a constant currency basis, first quarter 2018 total revenue increased 3.4% compared to the same period last year.  

For the first quarter 2018, GAAP and non-GAAP gross profit was $186.7 million and $187.1 million, respectively, and GAAP and non-GAAP gross margin was 71.7% and 71.8%, respectively. These results compared to both GAAP and non-GAAP gross profit of $187.6 million, and both GAAP and non-GAAP gross margin of 75.3% for the first quarter 2017.

The Company reported a GAAP net loss of ($27.1) million, or ($0.53) per share, for the first quarter 2018 compared to a GAAP net income of $12.4 million, or $0.22 per share, for the first quarter 2017. On a non-GAAP basis, the Company reported net income of $20.2 million, or $0.39 per share, for the first quarter 2018 compared to net income of $19.7 million, or $0.37 per share, for the first quarter 2017. The GAAP net loss for the quarter was driven primarily by an increase in litigation liability of $29.0 million related to the Company’s previously disclosed lawsuit with a former sales agent, which has been ongoing since 2013.

During the quarter ended March 31, 2018, the Company obtained a favorable tax ruling with respect to its operations in Tennessee. The Company modified its local operations to obtain the ruling, which provides for tax exemptions for property, sales and use taxes specific to the state. With the Company’s primary distribution facility based in Memphis, the Company expects this tax ruling to yield in excess of $100 million in tax savings over the next 15 years. The Company engaged a specialized tax consultant to assist with these efforts and the Company recorded a non-recurring, success-based fee of $6.1 million in its first quarter 2018 financials.

Annual Financial Guidance for 2018

The Company reiterated its full-year 2018 guidance, and assumes a full-year benefit of U.S. tax reform, suspension of the medical device tax and the recent acquisition of SafePassage.

		2018 Guidance Range 1
		Prior												Current
	(in million's; except %'s and EPS)	GAAP						Non-GAAP						GAAP						Non-GAAP
	Revenue	$	1,095		$	1,105		$	1,095		$	1,105		$	1,095		$	1,105		$	1,095		$	1,105
	% Growth - Reported 2		6.4	%		7.3	%		6.4	%		7.3	%		6.7	%		7.6	%		6.7	%		7.6	%
	% Growth - Constant Currency 2, 3								5.9	%		6.9	%								5.7	%		6.6	%
	Operating margin		13.0	%		13.0	%		17.6	%		17.6	%		9.6	%		9.7	%		17.6	%		17.6	%
	Earnings per share	$	1.56		$	1.59		$	2.44		$	2.47		$	0.71		$	0.74		$	2.44		$	2.47
	EBITDA		23.4	%		23.4	%		26.9	%		26.9	%		19.5	%		19.5	%		26.9	%		26.9	%
	Tax Rate	~19%			~19%			~24%			~24%			~31%			~31%			~23%			~23%
1	Prior guidance reflects the range provided February 26, 2018. Current guidance reflects the range provided May 1, 2018.
2	2017 has been recasted and presented based on our full retrospective method of adoption of ASC 606.
3	Constant currency is a measure that adjusts US GAAP revenue for the impact of currency over the same period in the prior year.

• Full-year 2018 revenue in the range of $1,095 million to $1,105 millionreflecting organic growth in the range of 4.7% to 5.7% and reported growth of 6.7% to 7.6%, inclusive of the recent acquisition of SafePassage;

• Non-GAAP diluted earnings per share in a range of $2.44 to $2.47;

• Non-GAAP operating profit margin of approximately 17.6%;

• Adjusted EBITDA margin of approximately 26.9%;

• Non-GAAP effective tax expense rate of approximately 23%, compared with the prior expectation of approximately 24%;

• The Company now expects currency to have a positive impact in 2018 of approximately $10 million, compared with the prior expectation of approximately $5 million; and

• The Company continues to expect to drive at least 100 basis points in non-GAAP operating margin expansion and adjusted EBITDA of approximately $295 million to $305 million.

Supplementary Financial Information

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

Reconciliation of Full Year EPS Guidance
			2017 Actuals 1, 2			2018 Guidance Range 2, 3
						Prior 4						Current 5
		GAAP net income per share	$	1.48		$	1.56		$	1.59		$	0.71		$	0.74
		Impact of change to diluted share count		0.08			0.01			0.01			0.01			0.01
		GAAP net income per share, adjusted to diluted Non-GAAP share count	$	1.56		$	1.57		$	1.60		$	0.72		$	0.75
		Business transition costs 6		0.08			0.04			0.04			0.07			0.07
		Non-cash purchase accounting adjustments on acquisitions 7		0.01			0.02			0.02			0.02			0.02
		Non-cash interest expense on convertible notes		0.33			0.32			0.32			0.32			0.32
		Litigation liability 8		0.09			-			-			0.55			0.55
		Non-recurring consulting fees 9		-			-			-			0.12			0.12
		Impairment of strategic investment		-			-			-			0.17			0.17
		Amortization of intangible assets 10		0.89			0.88			0.88			0.89			0.89
		Tax effect of adjustments 11		(1.07	)		(0.39	)		(0.39	)		(0.42	)		(0.42	)
		Non-GAAP earnings per share	$	1.89		$	2.44		$	2.47		$	2.44		$	2.47
		GAAP Weighted shares outstanding - basic		50,874			51,025			51,025			51,025			51,025
		GAAP Weighted shares outstanding - diluted		55,193			52,647			52,647			52,647			52,647
		Non-GAAP Weighted shares outstanding - diluted 12		52,345			52,185			52,185			52,185			52,185
	1	2017 has been recasted and presented based on our full retrospective method of adoption of ASC 606.
	2	Items may not foot due to rounding.
	3	Prior guidance reflects the range provided February 26, 2018. Current guidance reflects the range provided May 1, 2018.
	4	Effective tax expense rate of ~19% applied to GAAP earnings and ~24% applied to Non-GAAP earnings.
	5	Effective tax expense rate of ~31% applied to GAAP earnings and ~23% applied to Non-GAAP earnings.
	6	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.
	7	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.
	8	Related to the Medtronic litigation matter for fiscal year 2017 and for fiscal year 2018 represents the estimated loss contingency for the Madsen Medical, Inc. litigation matter.
	9	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.
	10	2017 results exclude the amortization associated with non-controlling interest.
	11	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 ~23% on a non-GAAP basis.
	12	Represents the exclusion of diluted shares associated with the Company's convertible debt and warrant which are economically hedged by the Company's bond hedge arrangement on the Senior Convertible Notes due 2021.

Reconciliation of Non-GAAP Operating Margin %
			2017 Actuals 1, 2	2018 Guidance 2, 3
		(in thousands, except %)		Prior	Current
		Non-GAAP Gross Margin % [A]	73.9%	74.0%	73.5%
		Non-cash purchase accounting adjustments on acquisitions 4	(0.1%)	(0.1%)	(0.1%)
		GAAP Gross Margin [B]	73.9%	73.9%	73.4%
		Non-GAAP Sales, Marketing & Administrative Expense [C]	52.5%	51.1%	50.6%
		Non-recurring consulting fees 5	0.0%	0.0%	0.6%
		GAAP Sales, Marketing & Administrative Expense [D]	52.5%	51.1%	51.2%
		Non-GAAP Research & Development Expense [E]	4.9%	5.3%	5.3%
		In-process research & development	0.0%	0.0%	0.0%
		GAAP Research & Development Expense [F]	4.9%	5.3%	5.3%
		Litigation liability [G] 6	0.4%	0.0%	2.6%
		Amortization of intangible assets [H] 7	4.7%	4.3%	4.3%
		Business transition costs [I] 8	0.4%	0.2%	0.4%
		Non-GAAP Operating Margin % [A - C - E]	16.4%	17.6%	17.6%
		GAAP Operating Margin % [B - D - F - G - H - I]	10.9%	13.0%	9.6%
	1	2017 has been recasted and presented based on our full retrospective method of adoption of ASC 606.
	2	Items may not foot due to rounding.
	3	Prior guidance reflects the range provided February 26, 2018. Current guidance reflects the range provided May 1, 2018.
	4	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	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.
	6	Related to the Medtronic litigation matter for fiscal year 2017 and for fiscal year 2018 represents the estimated loss contingency for the Madsen Medical, Inc. litigation matter.
	7	2017 results exclude the amortization associated with non-controlling interest.
	8	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 Actuals 1, 2	2018 Guidance 2, 3
		(in thousands, except %)		Prior	Current
		Net Income / (Loss)	7.9%	7.5%	3.4%
		Interest (income) / expense, net	3.7%	3.6%	3.6%
		Provision for income taxes	(0.7%)	1.7%	1.6%
		Depreciation and amortization 4	11.7%	10.6%	10.9%
		EBITDA	22.6%	23.4%	19.5%
		Non-cash stock based compensation	2.2%	3.2%	3.0%
		Business transition costs 5	0.4%	0.2%	0.3%
		Non-cash purchase accounting adjustments on acquisitions 6	0.1%	0.1%	0.1%
		Litigation liability 7	0.4%	0.0%	2.6%
		Non-recurring consulting fees 8	0.0%	0.0%	0.6%
		Impairment of strategic investment	0.0%	0.0%	0.8%
		Adjusted EBITDA	25.6%	26.9%	26.9%
	1	2017 has been recasted and presented based on our full retrospective method of adoption of ASC 606.
	2	Items may not foot due to rounding.
	3	Prior guidance reflects the range provided February 26, 2018. Current guidance reflects the range provided May 1, 2018.
	4	2017 results exclude 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.
	7	Related to the Medtronic litigation matter for fiscal year 2017 and for fiscal year 2018 represents the estimated loss contingency for the Madsen Medical, Inc. litigation matter.
	8	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.

Reconciliation of Non-GAAP Information

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, business transition costs, one-time restructuring and related items in connection with acquisitions, investments and divestitures, non-recurring consulting fees, certain litigation charges and non-cash interest expense (excluding debt issuance cost) and or losses on convertible notes. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of an exchange rate that eliminates fluctuations when calculating financial performance numbers. The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, business transition costs, one-time restructuring and related items in connection with acquisitions, investments and divestitures, non-recurring consulting fees, certain litigation liabilities, 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 First Quarter 2018 Results
	GAAP Net Loss to Adjusted EBITDA
		Three months ended
	(in thousands, except per share data)	March 31, 2018
	GAAP net loss	$	(27,132	)
	Interest expense/(income), net		9,333
	Provision for income taxes		(10,126	)
	Depreciation and amortization		32,090
	EBITDA	$	4,165
	Business transition costs 1		2,253
	Non-cash purchase accounting adjustments on acquisitions 2		405
	Litigation liability 3		28,995
	Non-recurring consulting fees 4		6,084
	Impairment of strategic investment		9,004
	Non-cash stock based compensation		4,134
	Adjusted EBITDA	$	55,040
	As a percentage of revenue		21.1	%
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	Represents the amount accrued as an estimated loss contingency in connection with the Madsen Medical, Inc. litigation matter.
4	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.

	Reconciliation of First Quarter 2018 Results
	GAAP Net Loss per Share to Non-GAAP Earnings per Share
		Adjustments			Diluted Earnings Per Share
	(in thousands, except per share data)
	GAAP net loss	$	(27,132	)	$	(0.53	)
	Business transition costs 1		2,253
	Non-cash purchase accounting adjustments on acquisitions 2		405
	Non-cash interest expense on convertible notes		4,099
	Litigation liability 3		28,995
	Non-recurring consulting fees 4		6,084
	Impairment of strategic investment		9,004
	Amortization of intangible assets		12,425
	Tax effect of adjustments 5		(15,976	)
	Adjustments to GAAP net loss		47,289
	Non-GAAP earnings	$	20,157		$	0.39
	GAAP weighted shares outstanding - basic and diluted					51,226
	Non-GAAP weighted shares outstanding - diluted 6					51,742
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	Represents the amount accrued as an estimated loss contingency in connection with the Madsen Medical, Inc. litigation matter.
4	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.
5	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 ~23% on a non-GAAP basis.
6	Represents the exclusion of diluted shares associated with the Company's convertible debt and warrant which are economically hedged by the Company's bond hedge arrangement on the Senior Convertible Notes due 2021.

Investor Conference Call

NuVasive will hold a conference call today at 4:30 p.m. ET / 1:30 p.m. PT to discuss the results of its financial performance for the first quarter 2018. 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 June 1, 2018. In addition, a telephone replay of the call will be available until May 8, 2018. 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: 13678607.

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 over $1 billion in revenues, NuVasive has an approximate 2,400 person workforce in more than 40 countries around the world. 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 first quarter 2018, as well as projections for 2018 financial guidance and longer-term financial performance goals. The Company’s results for the first quarter 2018 are prior to the completion of review and audit procedures by the Company’s external auditors and are subject to adjustment. In addition, the Company’s projections for 2018 financial guidance and longer-term financial performance goals represent initial estimates, and are subject to the risk of being inaccurate because of the preliminary nature of the forecasts, the risk of further adjustment, or unanticipated difficulty in selling products or generating expected profitability. The potential risks and uncertainties which contribute to the uncertain nature of these statements include, among others, risks associated with acceptance of the Company’s surgical products and procedures by spine surgeons, spine surgeons, development and acceptance of new products or product enhancements, clinical and statistical verification of the benefits achieved via the use of NuVasive’s products (including the iGA™ platform), the Company’s ability to effectually manage inventory as it continues to release new products, its ability to recruit and retain management and key personnel, and the other risks and uncertainties more fully described in the Company’s news releases and periodic filings with the Securities and Exchange Commission. NuVasive’s public filings with the Securities and Exchange Commission are available at www.sec.gov. NuVasive assumes no obligation to update any forward-looking statement to reflect events or circumstances arising after the date on which it was made.

NuVasive, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
	Three Months Ended March 31,
(unaudited)	2018			2017
Revenue
Product revenue	$	233,515		$	224,955
Service revenue		27,007			24,058
Total revenue		260,522			249,013
Cost of revenue (excluding below amortization of intangible assets)
Cost of products sold		55,191			45,901
Cost of services		18,623			15,542
Total cost of revenue		73,814			61,443
Gross profit		186,708			187,570
Operating expenses:
Sales, marketing and administrative		146,766			140,368
Research and development		14,491			12,414
Amortization of intangible assets		12,425			12,061
Litigation liability loss		28,995			—
Business transition costs		2,253			55
Total operating expenses		204,930			164,898
Interest and other expense, net:
Interest income		134			137
Interest expense		(9,467	)		(9,799	)
Other (expense) income, net		(9,703	)		258
Total interest and other expense, net		(19,036	)		(9,404	)
(Loss) income before income taxes		(37,258	)		13,268
Income tax benefit (expense)		10,126			(1,285	)
Consolidated net (loss) income	$	(27,132	)	$	11,983
Add back net loss attributable to non-controlling interest	$	—		$	(443	)
Net (loss) income attributable to NuVasive, Inc.	$	(27,132	)	$	12,426
Net (loss) income per share attributable to NuVasive, Inc.:
Basic	$	(0.53	)	$	0.25
Diluted	$	(0.53	)	$	0.22
Weighted average shares outstanding:
Basic		51,226			50,566
Diluted		51,226			57,786

NuVasive, Inc.
Consolidated Balance Sheets
(in thousands, except par values and share amounts)
	March 31, 2018			December 31, 2017
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	73,741		$	72,803
Restricted cash and investments		—			3,901
Accounts receivable, net of allowances of $14,734 and $13,026, respectively		188,107			200,220
Inventory, net		257,982			247,138
Prepaid income taxes		16,877			17,209
Prepaid expenses and other current assets		21,102			18,792
Total current assets		557,809			560,063
Property and equipment, net		227,573			215,326
Intangible assets, net		287,600			280,774
Goodwill		563,046			536,926
Deferred tax assets		5,277			6,440
Restricted cash and investments		2,394			1,494
Other assets		27,433			39,117
Total assets	$	1,671,132		$	1,640,140
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	83,136		$	75,767
Contingent consideration liabilities		11,670			18,952
Accrued payroll and related expenses		39,369			55,618
Litigation liabilities		38,190			8,150
Short-term borrowings		55,000			—
Income tax liabilities		3,899			2,908
Total current liabilities		231,264			161,395
Long-term senior convertible notes		587,716			582,920
Deferred and income tax liabilities, non-current		4,900			18,870
Other long-term liabilities		84,856			77,539
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.001 par value; 5,000,000 shares authorized, none outstanding		—			—
Common stock, $0.001 par value; 120,000,000 shares authorized at March 31, 2018 and December 31, 2017, 56,335,550 and 56,164,060 issued and outstanding at March 31, 2018 and December 31, 2017, respectively		60			60
Additional paid-in capital		1,358,759			1,363,549
Accumulated other comprehensive loss		(4,353	)		(6,933	)
(Accumulated deficit) retained earnings		(22,370	)		4,762
Treasury stock at cost; 5,077,543 shares and 5,001,886 shares at March 31, 2018 and December 31, 2017, respectively		(569,700	)		(565,867	)
Total NuVasive, Inc. stockholders’ equity		762,396			795,571
Non-controlling interest		—			3,845
Total equity		762,396			799,416
Total liabilities and equity	$	1,671,132		$	1,640,140

NuVasive, Inc.
Consolidated Statements of Cash Flows
(in thousands)
	Three Months Ended March 31,
(unaudited)	2018			2017
Operating activities:
Consolidated net (loss) income	$	(27,132	)	$	11,983
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		32,090			29,510
Impairment of strategic investment		9,003			—
Amortization of non-cash interest		4,925			5,369
Stock-based compensation		4,134			7,017
Reserves on current assets		4,080			(1,998	)
Other non-cash adjustments		4,456			3,013
Deferred income taxes		(12,671	)		1,440
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		16,933			1,719
Inventory		(12,126	)		(13,800	)
Prepaid expenses and other current assets		(1,737	)		(2,614	)
Accounts payable and accrued liabilities		1,579			550
Accrued payroll and related expenses		(18,493	)		(12,721	)
Litigation liability		30,040			—
Income taxes		1,294			(1,298	)
Net cash provided by operating activities		36,375			28,170
Investing activities:
Acquisitions and investments		(51,794	)		(2,500	)
Purchases of intangible assets		(2,657	)		(1,249	)
Purchases of property and equipment		(29,109	)		(34,545	)
Net cash used in investing activities		(83,560	)		(38,294	)
Financing activities:
Proceeds from the issuance of common stock		336			410
Purchase of treasury stock		(2,155	)		(10,356	)
Payment of contingent consideration		(8,900	)		—
Proceeds from revolving line of credit		65,000			—
Repayments on revolving line of credit		(10,000	)		—
Other financing activities		(141	)		(181	)
Net cash provided by (used in) financing activities		44,140			(10,127	)
Effect of exchange rate changes on cash		982			758
Decrease in cash, cash equivalents and restricted cash		(2,063	)		(19,493	)
Cash, cash equivalents and restricted cash at beginning of period		78,198			161,048
Cash, cash equivalents and restricted cash at end of period	$	76,135		$	141,555

Investor Contact:

Suzanne Hatcher
NuVasive, Inc.

858-458-2240

ir@nuvasive.com

Media Contact:

Troy Anderson

NuVasive, Inc.

858-320-5243

media@nuvasive.com

EX-99.2

Q1 2018 Results Supplemental Presentation to Earnings Press Release May 1, 2018 Exhibit 99.2

Forward-Looking Statements NuVasive, Inc. (“NuVasive,” “NUVA” or the “Company”) 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 the Company's results to differ materially from historical results or those expressed or implied by such forward-looking statements. In addition, this presentation contains selected financial results from the first quarter 2018, as well as projections for 2018 finance guidance and longer-term financial and business goals. The Company’s projections for 2018 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 financial guidance and expectations may turn out to be inaccurate because of the preliminary nature of the Company’s forecasts and projections; the risk of further adjustment to financial results or future financial expectations; unanticipated difficulty in selling products, generating revenue or producing expected growth and 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; the loss of key employees; unexpected variations in market growth and demand for the Company’s products and technologies; 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, business transition costs, one-time restructuring and related items in connection with acquisitions, investments and divestitures, non-recurring consulting fees, certain litigation charges and non-cash interest expense (excluding debt issuance cost) and or losses on convertible notes. Management also uses certain non-GAAP measures which are intended to exclude the impact of foreign exchange currency fluctuations. The measure constant currency is the use of an exchange rate that eliminates fluctuations when calculating financial performance numbers. The Company also uses measures such as free cash flow, which represents cash flow from operations less cash used in the acquisition and disposition of capital. Additionally, the Company uses an adjusted EBITDA measure which represents earnings before interest, taxes, depreciation and amortization and excludes the impact of stock-based compensation, business transition costs, one-time restructuring and related items in connection with acquisitions, investments and divestitures, non-recurring consulting fees, certain litigation liabilities, 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. For reconciliations of non-GAAP financial measures to the comparable GAAP financial measure, please refer to the supplemental financial information posted on the Investor Relations section of the Company’s corporate website at www.nuvasive.com. Accounting Standards Codification 606 The Company adopted Accounting Standards Codification 606 Revenue from Contracts with Customers (“ASC 606”) as of January 1, 2018, electing full retrospective method of adoption, which resulted in a change in its accounting policy for revenue recognition and related adjustments to the Company’s consolidated financial statements. Financial information included in this presentation for prior periods has been re-casted and presented based on the full retrospective method of adoption of ASC 606.  For more information regarding the Company’s adoption of ASC 606, please see the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2018.

Q1 2018 Financial Performance GAAP diluted loss per share of ($0.53) and non-GAAP diluted EPS of $0.39, up 5.4% despite softness in U.S. market GAAP operating profit margin of (7.0%) and non-GAAP operating profit margin of 12.3% Increased revenue of $260.5M, up 4.6% over prior year Strong International revenue growth of 28% GAAP net loss of ($27.1) million and non-GAAP net income of $20.2 million

Q1 2018 Revenue Drivers Revenue (in millions) Q1 2018 Growth Rate Q1 2018 v. Q1 2017 Key Performance Factors U.S. Spinal Hardware Includes all Implants, Fixation & NuVasive Specialized Orthopedics (NSO) $141.5 1% Growth in case volume of ~5%, and contributions from new product introductions, offset by pricing pressure U.S. Surgical Support Includes Biologics, IOM Disposables & NuVasive Clinical Services (NCS) $69.6 0% Revenue growth of ~$4.5 million from SafePassage acquisition was offset by lower NCS case volume; less than expected weakness in our Biologics product line at (~10%) International Includes Puerto Rico $49.5 20%* Sixth consecutive quarter with at least 20% revenue growth; strong performances in key markets .*Constant currency basis.

Non-GAAP Measures 1Q18 Actuals 1Q18 YoY Performance Factors Gross Margin 71.8% 350 bps below prior year of 75.3%. The variance to prior year was primarily driven by slower production throughput at our West Carrollton facility, the addition of SafePassage and stronger mix of the International business Sales, Marketing & Admin 54.0% 240 bps improvement from prior year R&D 5.6% 60 bps increase from prior year driven by continued commitment to invest in driving differentiated innovation Operating Profit Margin 12.3% 170 bps below prior year of 14.0% driven by gross margin pressure primarily associated with slower production throughput at our West Carrollton facility partially offset by operating expense improvements EPS $0.39 ~5% YoY growth Adjusted EBITDA Margin 21.1% 280 bps decrease was largely in line with the decrease in operating margin combined with some favorability in share-based compensation in the current year Q1 2018 P&L Performance

The Leader in Lateral. Lateral Single-Position Surgery. XLIF Lateral ALIF XLIF Crestline Lateral MAS Fixation 2018 Disruptive Technology 7

Leading Innovation with Advanced Materials Science™ SURFACE IMAGING STRUCTURE MODULUS PROPRIETARY POROUS TITANIUM COHERE and COALESCE PROPRIETARY POROUS PEEK™ 2018 Disruptive Technology 8

Neuromonitoring 01 PHASE Surgical Planning 02 PHASE Radiation Reduction 03 PHASE Navigation & Imaging 04 PHASE Cloud Integration & Data Connectivity 05 PHASE Data Insights & Smart Tools 06 PHASE Data & Clinical Insights Surgical Intelligence™. Our Roadmap of Innovation. 2018 Disruptive Technology 9

Strategy to more than double the International business over next five years at ~35% non-GAAP operating margins. International Revenue (Constant Currency*, In Millions) ~27% CAGR 10 * Constant currency based on 2017 rates. Building Out NUVA International Platform 4.5% INTERNATIONAL MARKET SHARE - SIGNIFICANT RUNWAY FOR GROWTH

$1,095M – $1,105M Full-Year Non-GAAP Operating Profit Margin Full-Year Revenue ~17.6% Full-Year Non-GAAP EPS $2.44 - $2.47 * NuVasive financial performance guidance as of May 1, 2018, inclusive of SafePassage (closed January 2018). All prior year financial information has been re-casted and presented based on our full retrospective method of adoption of ASC 606 ** Organic revenue growth excludes SafePassage 6.7% - 7.6% Reported 4.7% - 5.7% Organic** 29% - 31% 120 basis points Reiterating 2018 Full-Year Guidance*

CONTRIBUTORS TO REVENUE GROWTH International revenue continues to grow 20%+ New product launches in 2H’17 ramp throughout the year In-sourced manufacturing efforts become significantly accretive in 2H’18 Biologics remains pressured for near-term U.S. spine procedural volumes relatively flat NUVASIVE STILL GROWS AT MULTIPLE OF MARKET AND CONTINUES TO TAKE SHARE NON-GAAP OPERATING MARGIN IMPROVEMENT OF 100 BPS PER YEAR AND ADJUSTED EBITDA OF $295 – $305 MILLION KEY TAKEAWAYS 2018 Guidance Assumptions Unchanged 12

* NuVasive financial performance guidance as of May 1, 2018, inclusive of SafePassage (closed January 2018). All prior year financial information has been re-casted and presented based on our full retrospective method of adoption of ASC 606 2018 Full-Year Financial Performance Guidance* Financial Measures FY18 Guidance Performance Drivers Revenue (as reported) $1,095M - $1,105M 6.7% to 7.6% growth Includes SafePassage contribution; ~$10M currency tailwind U.S. Spinal Hardware U.S. Surgical Support International 1) ~1% to ~2% YoY growth 2) ~6% YoY growth 3) ~26% YoY growth 1) Growth expected from new product lines and continued adoption of ReLine 2) Nearly full year of SafePassage contribution 3) ~21% constant currency growth Non-GAAP Gross Margin ~73.5% ~40 bps YoY decrease driven by the lower gross margin profile of SafePassage and pricing pressure, partially offset by ~80 bps from increased production at the West Carrollton facility Non-GAAP Sales, Marketing & Admin. ~50.6% ~190 bps YoY improvement driven by international scale, sales force efficiencies and disciplined spending Non-GAAP R&D ~5.3% ~40 bps YoY increase driven by continued investment in innovation Non-GAAP Operating Profit Margin ~17.6% ~120 bps YoY improvement driven by manufacturing efficiency, international scale, sales force efficiencies and disciplined SM&A spend Non-GAAP EPS $2.44 - $2.47 29% - 31% YoY growth Adjusted EBITDA Margin ~26.9% ~130 bps YoY increase Non-GAAP Effective Tax Rate ~23% Includes the provisional impact of U.S. tax reform, along with continued improvement from internal tax initiatives Non-GAAP Diluted WASO ~52.2M shares Decreased slightly from ~52.3M shares in 2017

Steady Progress Against Investment Thesis RELENTLESS FOCUS ON DRIVING SHAREHOLDER VALUE International revenue growth 20%; slower than expected U.S. growth, but still growing multiples of the market and taking share. Remain committed to annual 100 bps of non-GAAP op margin expansion; slower U.S. market growth creates a headwind, but still committed to 25% non-GAAP op margin goal & adjusted EBITDA margin of ~32%. Driven over 2,000 bps improvement in effective tax rate from 2014-2017 (54% to 33.5%) U.S. tax reform and tax planning expected to drive further improvement to low 20%’s and below. Driven significant improvement in non-GAAP EPS from 2014-2017 ($0.67 to $1.89); reflects 182% earnings growth. FCF growing due to improvements in net earnings, but slower than expected due to headwinds from inventory and capex, with improvement expected in 2H 2018. #1 #2 #3 #4 #5 Grow Revenues Expand Operating + EBITDA Margins Tax Rate Improvement Free Cash Flow EPS Growth