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): July 31, 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 July 31, 2018, NuVasive, Inc. (the “Company”) issued a press release announcing its financial results for the quarter ended June 30, 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 July 31, 2018, the Company’s Chairman and Chief Executive Officer and Chief Financial Officer will discuss the Company’s results for the quarter ended June 30, 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 July 31, 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: July 31, 2018	/s/ Rajesh J. Asarpota
	Rajesh J. Asarpota
	Executive Vice President and Chief Financial Officer

EX-99.1

Exhibit 99.1

NEWS RELEASE

NUVASIVE ANNOUNCES SECOND QUARTER 2018 FINANCIAL RESULTS

SAN DIEGO – July 31, 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 June 30, 2018.  

Second Quarter 2018 Highlights

• Revenue increased 8.5% to $281.6 million, or 7.7% on a constant currency basis;

• GAAP operating profit margin of 10.1%; Non-GAAP operating profit margin of 16.3%; and

• GAAP diluted earnings per share increase of 5% to $0.22; Non-GAAP diluted earnings per share increase of 29% to $0.58.

“We are pleased with our second quarter total revenue growth of 8.5% year-over-year driven by momentum in our U.S. Spinal Hardware business where we saw spine case volumes up nearly 7% versus prior year,” said Gregory T. Lucier, chairman and chief executive officer of NuVasive. “We continue to see strong demand for new product introductions from late last year and positive surgeon conversion efforts as our new Lateral Single-Position Surgery procedure gains traction in the market. Our International business also delivered a solid performance with 21% year-over-year growth.”

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

Second Quarter 2018 Results

NuVasive reported second quarter 2018 total revenue of $281.6 million, an 8.5% increase compared to $259.4 million for the second quarter 2017. On a constant currency basis, second quarter 2018 total revenue increased 7.7% compared to the same period last year.  

For the second quarter 2018, GAAP and non-GAAP gross profit was $204.5 million and $204.9 million, respectively, and GAAP and non-GAAP gross margin was 72.6% and 72.8%, respectively. These results compared to both GAAP and non-GAAP gross profit of $193.2 million, and both GAAP and non-GAAP gross margin of 74.5% for the second quarter 2017. Gross margins for the second quarter 2018 were impacted by the Company’s in-source manufacturing efforts at the West Carrollton facility, which are expected to improve over the second half of 2018.

The Company reported GAAP net income of $11.5 million, or $0.22 per share, for the second quarter 2018 compared to GAAP net income of $12.2 million, or $0.21 per share, for the second quarter 2017. On a non-GAAP basis, the Company reported net income of $30.3 million, or $0.58 per share, for the second quarter 2018 compared to net income of $23.6 million, or $0.45 per share, for the second quarter 2017.

Annual Financial Guidance for 2018

The Company updated its full-year 2018 guidance as follows:

1

		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		6.7	%		7.6	%		6.7	%		7.6	%		6.7	%		7.6	%		6.7	%		7.6	%
	% Growth - Constant Currency 2, 3								5.7	%		6.6	%								6.3	%		7.3	%
	Operating margin		9.6	%		9.7	%		17.6	%		17.6	%		8.0	%		8.1	%		16.7	%		16.7	%
	Earnings per share	$	0.71		$	0.74		$	2.44		$	2.47		$	0.45		$	0.48		$	2.37		$	2.40
	EBITDA		19.5	%		19.5	%		26.9	%		26.9	%		18.7	%		18.7	%		25.9	%		25.9	%
	Tax Rate	~31%			~31%			~23%			~23%			~33%			~33%			~21%			~21%
1	Prior guidance reflects the range provided May 1, 2018. Current guidance reflects the range provided July 31, 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 remains in the range of $1,095 million to $1,105 millionreflecting reported growth of 6.7% to 7.6%, and growth in the range of 4.7% to 5.7%, exclusive of the SafePassage acquisition;

• Non-GAAP diluted earnings per share in a range of $2.37 to $2.40 compared with the prior expectation of $2.44 to $2.47;

• Non-GAAP operating profit margin of approximately 16.7% compared with the prior expectation of 17.6%;

• Adjusted EBITDA margin of approximately 25.9% compared with the prior expectation of 26.9%;

• Non-GAAP effective tax expense rate of approximately 21%, compared with the prior expectation of approximately 23%;

• The Company expects currency to have a positive impact on revenue in 2018 of approximately $3 million compared with the prior expectation of $10 million; and

• The Company expects to drive an adjusted EBITDA of approximately $283 million to $293 million.

The above guidance assumes a full-year benefit of U.S. tax reform, suspension of the medical device tax and the SafePassage acquisition.

Supplementary Financial Information

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

2

Reconciliation of Full Year EPS Guidance
			2017 Actuals 1, 2			2018 Guidance Range
						Prior 1, 3, 4						Current 1, 3, 5
		GAAP net income per share	$	1.48		$	0.71		$	0.74		$	0.45		$	0.48
		Impact of change to diluted share count		0.08			0.01			0.01			—			—
		GAAP net income per share, adjusted to diluted Non-GAAP share count	$	1.56		$	0.72		$	0.75		$	0.45		$	0.48
		Business transition costs 6		0.08			0.07			0.07			0.13			0.13
		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 related expenses and settlements 8		0.09			0.55			0.55			0.60			0.60
		Non-recurring consulting fees 9		—			0.12			0.12			0.13			0.13
		Impairment of strategic investment		—			0.17			0.17			0.17			0.17
		Amortization of intangible assets 10		0.89			0.89			0.89			0.95			0.95
		Tax effect of adjustments 11		(1.08	)		(0.42	)		(0.42	)		(0.40	)		(0.40	)
		Non-GAAP earnings per share	$	1.89		$	2.44		$	2.47		$	2.37		$	2.40
		GAAP Weighted shares outstanding - basic		50,874			51,025			51,025			51,397			51,397
		GAAP Weighted shares outstanding - diluted		55,193			52,647			52,647			52,131			52,131
		Non-GAAP Weighted shares outstanding - diluted 12		52,345			52,185			52,185			52,131			52,131
	1	Items may not foot due to rounding.
	2	2017 has been recasted and presented based on our full retrospective method of adoption of ASC 606 as well as for expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.
	3	Prior guidance reflects the range provided May 1, 2018. Current guidance reflects the range provided July 31, 2018.
	4	Effective tax expense rate of ~31% applied to GAAP earnings and ~23% applied to Non-GAAP earnings.
	5	Effective tax expense rate of ~33% applied to GAAP earnings and ~21% 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. Represents the settlement loss in connection with the Madsen Medical, Inc. litigation matter as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property for fiscal year 2018.
	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 ~33% on a GAAP basis and ~21% on a non-GAAP basis.
	12	Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes and warrants for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.

3

Reconciliation of Non-GAAP Operating Margin %
				2018 Guidance 2, 3
		(in thousands, except %)	2017 Actuals 1, 2	Prior	Current
		Non-GAAP Gross Margin % [A]	73.9%	73.5%	72.6%
		Non-cash purchase accounting adjustments on acquisitions 4	(0.1%)	(0.1%)	(0.1%)
		GAAP Gross Margin [B]	73.9%	73.4%	72.5%
		Non-GAAP Sales, Marketing & Administrative Expense [C]	52.5%	50.6%	50.6%
		Non-recurring consulting fees 5	0.0%	0.6%	0.6%
		GAAP Sales, Marketing & Administrative Expense [D]	52.5%	51.2%	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 related expenses and settlements [G] 6	0.5%	2.6%	2.9%
		Amortization of intangible assets [H] 7	4.7%	4.3%	4.5%
		Business transition costs [I] 8	0.5%	0.4%	0.6%
		Non-GAAP Operating Margin % [A - C - E]	16.5%	17.6%	16.7%
		GAAP Operating Margin % [B - D - F - G - H - I]	10.9%	9.6%	8.0%
	1	2017 has been recasted and presented based on our full retrospective method of adoption of ASC 606 as well as for expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.
	2	Items may not foot due to rounding.
	3	Prior guidance reflects the range provided May 1, 2018. Current guidance reflects the range provided July 31, 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, settlement loss in connection with the Madsen Medical, Inc. litigation matter as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.
	7	For fiscal year 2017 amortization includes the amortization attributable to non-controlling interest. In January 2018, the Company completed the acquisition of the 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.

4

Reconciliation of EBITDA %
				2018 Guidance 2, 3
		(in thousands, except %)	2017 Actuals 1, 2	Prior	Current
		Net Income / (Loss)	7.9%	3.4%	2.2%
		Interest (income) / expense, net	3.7%	3.6%	3.5%
		Provision for income taxes	(0.7%)	1.6%	1.1%
		Depreciation and amortization 4	11.7%	10.9%	11.5%
		EBITDA	22.6%	19.5%	18.3%
		Non-cash stock based compensation	2.2%	3.0%	2.6%
		Business transition costs 5	0.4%	0.3%	0.6%
		Non-cash purchase accounting adjustments on acquisitions 6	0.1%	0.1%	0.1%
		Litigation related expenses and settlements 7	0.5%	2.6%	2.9%
		Non-recurring consulting fees 8	0.0%	0.6%	0.6%
		Impairment of strategic investment	0.0%	0.8%	0.8%
		Adjusted EBITDA	25.7%	26.9%	25.9%
	1	2017 has been recasted and presented based on our full retrospective method of adoption of ASC 606 as well as for expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.
	2	Items may not foot due to rounding.
	3	Prior guidance reflects the range provided May 1, 2018. Current guidance reflects the range provided July 31, 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, settlement loss in connection with the Madsen Medical, Inc. litigation matter as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.
	8	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.

5

Reconciliation of Non-GAAP Information

Management uses certain non-GAAP financial measures such as non-GAAP earnings per share, non-GAAP net income, non-GAAP operating expenses and non-GAAP operating profit margin, which exclude amortization of intangible assets, business transition costs, one-time restructuring and related items in connection with acquisitions, investments and divestitures, non-recurring consulting fees, certain litigation expenses and settlements, 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 expenses and settlements, 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.

During the quarter ended June 30, 2018, the Company began excluding from its non-GAAP financial results certain litigation related expenses, in addition to litigation charges associated with significant legal settlements. As previously disclosed, the Company is pursuing various legal claims against a former member of the Company’s Board of Directors for violations of his contractual obligations to the Company and breach of his fiduciary duties. The Company has also filed lawsuits against his current employer for tort claims and intellectual property infringement. The Company began excluding litigation expenses associated with these and related legal matters in the quarter ended June 30, 2018. Expenses for these legal matters significantly increased during the quarter ended June 30, 2018, and based on developments in these legal matters, expenses are expected to be significant throughout 2018. The Company believes that these litigation expenses are unusual in nature and not reflective of the Company’s normal course of business or the financial performance of the Company’s core business operations. These expenses are included in the line item “Litigation related expenses and settlements” in the non-GAAP reconciliations below. For consistency and comparability, the Company has re-casted its non-GAAP financial results for each of the quarters ended December 31, 2017 and March 31, 2018 to exclude these litigation expenses in such periods, which were $0.4 million and $0.6 million, respectively.

6

	For the Three Months Ended June 30, 2018
	Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
	(Unaudited - in thousands, except per share data)
		Gross Profit			Operating Profit			Net Income			Diluted EPS		Diluted WASO		Net Income to Adjusted EBITDA
	Reported GAAP	$	204,508		$	28,563		$	11,531		$	0.22		51,956	$	11,531
	% of revenue		72.6	%		10.1	%
	Non-cash purchase accounting adjustments on acquisitions 1		405			405			405							405
	Amortization of intangible assets					12,628			12,628
	Litigation related expenses and settlements 2					383			383							383
	Business transition costs 3					3,998			3,998							3,998
	Non-cash interest expense on convertible notes								4,153
	Tax effect of adjustments 4								(2,775	)
	Interest expense/(income), net															9,840
	Income tax expense															4,813
	Depreciation and amortization															32,061
	Non-cash stock based compensation															6,860
	Adjusted Non-GAAP	$	204,913		$	45,977		$	30,323		$	0.58		51,956	$	69,891
	% of revenue		72.8	%		16.3	%									24.8	%
1	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.
2	Represents the change in the estimated loss contingency recorded in connection with the settlement of the Madsen Medical, Inc. litigation matter, as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.
3	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.
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 ~32.6% on a GAAP basis and ~21.0% on a non-GAAP basis.

7

	For the Six Months Ended June 30, 2018
	Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
	(Unaudited - in thousands, except per share data)
		Gross Profit			Operating Profit			Net (Loss) Income			Diluted EPS			Diluted WASO 6		Net Loss to Adjusted EBITDA
	Reported GAAP	$	391,216		$	10,341		$	(15,601	)	$	(0.30	)		51,292	$	(15,601	)
	% of revenue		72.2	%		1.9	%
	Non-cash purchase accounting adjustments on acquisitions 1		810			810			810								810
	Non-recurring consulting fees 2					6,084			6,084								6,084
	Amortization of intangible assets					25,053			25,053
	Litigation related expenses and settlements 3					29,969			29,969								29,969
	Business transition costs 4					6,251			6,251								6,251
	Non-cash interest expense on convertible notes								8,252
	Impairment of strategic investment								9,004								9,004
	Tax effect of adjustments 5								(18,884	)
	Interest expense/(income), net																19,173
	Income tax benefit																(5,313	)
	Depreciation and amortization																64,151
	Non-cash stock based compensation																10,994
	Adjusted Non-GAAP	$	392,026		$	78,508		$	50,938		$	0.98			51,849	$	125,522
	% of revenue		72.3	%		14.5	%										23.2	%
1	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.
2	Non-recurring consulting fees associated with the implementation of our state tax-planning strategy.
3	Represents the loss recorded in connection with the settlement of the Madsen Medical, Inc. litigation matter, as well as expenses associated with ongoing litigation with a former Board member and his current employer related to various matters, including infringement of the Company’s intellectual property.
4	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.
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 ~32.6% on a GAAP basis and ~21.0% on a non-GAAP basis.
6	The Company had a GAAP net loss for the six months ended June 30, 2018, and therefore the loss per share was calculated using the basic weighted average shares outstanding. The non-GAAP earnings per share for the six months ending June 30, 2018 was calculated using the diluted weighted average shares outstanding.

8

	For the Three Months Ended June 30, 2017
	Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
	(Unaudited - in thousands, except per share data)
		Gross Profit			Operating Profit			Net Income			Diluted EPS		Diluted WASO 5		Net Income to Adjusted EBITDA
	Reported GAAP 1	$	193,213		$	28,956		$	12,167		$	0.21		58,330	$	12,167
	% of revenue		74.5	%		11.2	%
	Amortization of intangible assets 2					11,349			11,028
	Business transition costs 3					1,369			1,369							1,369
	Non-cash interest expense on convertible notes								4,665
	Tax effect of adjustments 4								(5,664	)
	Interest expense/(income), net															9,944
	Income tax expense															6,776
	Depreciation and amortization 2															28,856
	Non-cash stock based compensation															8,394
	Adjusted Non-GAAP	$	193,213		$	41,674		$	23,565		$	0.45		52,743	$	67,506
	% of revenue		74.5	%		16.1	%									26.0	%
1	Reported GAAP figures for 2017 have been recasted and presented based on the full retrospective method of adoption of ASC 606.
2	When reconciling from reported GAAP net income, the adjustment for amortization of intangible assets excludes the amortization associated with non-controlling interest. In January 2018, the Company completed the acquisition of the non-controlling interest.
3	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.
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 ~32.7% benefit on a GAAP basis and ~35.0% on a non-GAAP basis.
5	Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes and warrants for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.

9

	For the Six Months Ended June 30, 2017
	Reconciliation of Non-GAAP Financial Measures to the Most Directly Comparable GAAP Financial Measures
	(Unaudited - in thousands, except per share data)
		Gross Profit			Operating Profit			Net Income			Diluted EPS		Diluted WASO 5		Net Income to Adjusted EBITDA
	Reported GAAP 1	$	380,783		$	51,628		$	24,593		$	0.42		58,059	$	24,593
	% of revenue		74.9	%		10.2	%
	Amortization of intangible assets 2					23,410			22,766
	Business transition costs 3					1,424			1,424							1,424
	Non-cash interest expense on convertible notes								9,264
	Tax effect of adjustments 4								(14,790	)
	Interest expense/(income), net															19,606
	Income tax expense															8,061
	Depreciation and amortization 2															58,014
	Non-cash stock based compensation															15,411
	Adjusted Non-GAAP	$	380,783		$	76,462		$	43,257		$	0.82		52,713	$	127,109
	% of revenue		74.9	%		15.0	%									25.0	%
1	Reported GAAP figures for 2017 have been recasted and presented based on the full retrospective method of adoption of ASC 606.
2	When reconciling from reported GAAP net income, the adjustment for amortization of intangible assets excludes the amortization associated with non-controlling interest. In January 2018, the Company completed the acquisition of the non-controlling interest.
3	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.
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 ~32.7% benefit on a GAAP basis and ~35.0% on a non-GAAP basis.
5	Adjusted non-GAAP diluted WASO excludes the impact of dilutive convertible notes and warrants for which the Company is economically hedged through its anti-dilutive bond hedge arrangements.

10

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 second 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 August 28, 2018. In addition, a telephone replay of the call will be available until August 7, 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: 13681479.

About NuVasive

NuVasive, Inc. (NASDAQ: NUVA) is the leader in spine technology innovation, focused on transforming spine surgery and beyond with minimally disruptive, 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 over $1 billion in revenues, NuVasive has an approximate 2,400 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 second quarter 2018, as well as projections for 2018 financial guidance and longer-term financial performance goals. The Company’s results for the second 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.

11

NuVasive, Inc.
Consolidated Statements of Operations
(in thousands, except per share data)
	Three Months Ended June 30,						Six Months Ended June 30,
(unaudited)	2018			2017			2018			2017
Revenue
Product revenue	$	252,687		$	237,824		$	486,202		$	462,779
Service revenue		28,877			21,575			55,884			45,633
Total revenue		281,564			259,399			542,086			508,412
Cost of revenue (excluding below amortization of intangible assets)
Cost of products sold		58,202			50,535			113,393			96,436
Cost of services		18,854			15,651			37,477			31,193
Total cost of revenue		77,056			66,186			150,870			127,629
Gross profit		204,508			193,213			391,216			380,783
Operating expenses:
Sales, marketing and administrative		145,658			138,967			292,424			279,335
Research and development		14,856			12,572			29,347			24,986
Amortization of intangible assets		12,628			11,349			25,053			23,410
Litigation liability (gain) loss		(1,195	)		—			27,800			—
Business transition costs		3,998			1,369			6,251			1,424
Total operating expenses		175,945			164,257			380,875			329,155
Interest and other expense, net:
Interest income		116			139			250			276
Interest expense		(9,956	)		(10,083	)		(19,423	)		(19,882	)
Other expense, net		(2,379	)		(501	)		(12,082	)		(243	)
Total interest and other expense, net		(12,219	)		(10,445	)		(31,255	)		(19,849	)
Income (loss) before income taxes		16,344			18,511			(20,914	)		31,779
Income tax (expense) benefit		(4,813	)		(6,776	)		5,313			(8,061	)
Consolidated net income (loss)	$	11,531		$	11,735		$	(15,601	)	$	23,718
Add back net loss attributable to non-controlling interest	$	—		$	(432	)	$	—		$	(875	)
Net income (loss) attributable to NuVasive, Inc.	$	11,531		$	12,167		$	(15,601	)	$	24,593
Net income (loss) per share attributable to NuVasive, Inc.:
Basic	$	0.22		$	0.24		$	(0.30	)	$	0.48
Diluted	$	0.22		$	0.21		$	(0.30	)	$	0.42
Weighted average shares outstanding:
Basic		51,356			51,082			51,292			50,825
Diluted		51,956			58,330			51,292			58,059

12

NuVasive, Inc.
Consolidated Balance Sheets
(in thousands, except par values and share amounts)
	June 30, 2018			December 31, 2017
ASSETS	(Unaudited)
Current assets:
Cash and cash equivalents	$	70,078		$	72,803
Restricted cash and investments		—			3,901
Accounts receivable, net of allowances of $16,782 and $13,026, respectively		199,907			200,220
Inventory, net		259,819			247,138
Prepaid income taxes		18,187			17,209
Prepaid expenses and other current assets		23,588			18,792
Total current assets		571,579			560,063
Property and equipment, net		231,733			215,326
Intangible assets, net		276,318			280,774
Goodwill		560,751			536,926
Deferred tax assets		4,955			6,440
Restricted cash and investments		2,394			1,494
Other assets		24,607			39,117
Total assets	$	1,672,337		$	1,640,140
LIABILITIES AND EQUITY
Current liabilities:
Accounts payable and accrued liabilities	$	89,534		$	75,767
Contingent consideration liabilities		12,214			18,952
Accrued payroll and related expenses		51,128			55,618
Litigation liabilities		10,300			8,150
Short-term borrowings		37,000			—
Income tax liabilities		3,825			2,908
Total current liabilities		204,001			161,395
Long-term senior convertible notes		592,581			582,920
Deferred and income tax liabilities, non-current		9,525			18,870
Other long-term liabilities		85,067			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 June 30, 2018 and December 31, 2017, 56,511,851 and 56,164,060 issued and outstanding at June 30, 2018 and December 31, 2017, respectively		61			60
Additional paid-in capital		1,371,436			1,363,549
Accumulated other comprehensive loss		(8,875	)		(6,933	)
(Accumulated deficit) retained earnings		(10,839	)		4,762
Treasury stock at cost; 5,095,290 shares and 5,001,886 shares at June 30, 2018 and December 31, 2017, respectively		(570,620	)		(565,867	)
Total NuVasive, Inc. stockholders’ equity		781,163			795,571
Non-controlling interest		—			3,845
Total equity		781,163			799,416
Total liabilities and equity	$	1,672,337		$	1,640,140

13

NuVasive, Inc.
Consolidated Statements of Cash Flows
(in thousands)
	Six Months Ended June 30,
(unaudited)	2018			2017
Operating activities:
Consolidated net (loss) income	$	(15,601	)	$	23,718
Adjustments to reconcile net (loss) income to net cash provided by operating activities:
Depreciation and amortization		64,151			58,688
Impairment of strategic investment		9,004			—
Amortization of non-cash interest		9,920			10,882
Stock-based compensation		10,994			15,411
Reserves on current assets		9,444			64
Other non-cash adjustments		12,133			7,380
Deferred income taxes		(6,593	)		(3,077	)
Changes in operating assets and liabilities, net of effects from acquisitions:
Accounts receivable		852			(15,823	)
Inventory		(19,615	)		(29,417	)
Contingent consideration liabilities		(100	)		(11,200	)
Prepaid expenses and other current assets		(2,141	)		(2,543	)
Accounts payable and accrued liabilities		9,031			4,868
Accrued payroll and related expenses		(6,358	)		(2,059	)
Litigation liability		2,150			—
Income taxes		(53	)		10,172
Net cash provided by operating activities		77,218			67,064
Investing activities:
Acquisitions and investments		(52,081	)		(14,417	)
Purchases of intangible assets		(7,682	)		(1,695	)
Purchases of property and equipment		(53,388	)		(68,690	)
Net cash used in investing activities		(113,151	)		(84,802	)
Financing activities:
Proceeds from the issuance of common stock		5,312			5,369
Purchase of treasury stock		(2,222	)		(10,844	)
Payment of contingent consideration		(8,900	)		(18,800	)
Proceeds from revolving line of credit		82,000			20,000
Repayments on revolving line of credit		(45,000	)		—
Other financing activities		(146	)		(2,205	)
Net cash provided by (used in) financing activities		31,044			(6,480	)
Effect of exchange rate changes on cash		(837	)		1,449
Decrease in cash, cash equivalents, restricted cash and investments		(5,726	)		(22,769	)
Cash, cash equivalents, restricted cash and investments at beginning of period		78,198			161,048
Cash, cash equivalents, restricted cash and investments at end of period	$	72,472		$	138,279

14

Investor Contact:

Suzanne Hatcher
NuVasive, Inc.

858-458-2240

investorrelations@nuvasive.com

Media Contact:

Scott Nyberg

NuVasive, Inc.

858-275-6031

media@nuvasive.com

15

EX-99.2

Q2 2018 Results Supplemental Presentation to Earnings Press Release July 31, 2018 Exhibit 99.2

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 second 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. Forward-Looking Statements

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 expenses and settlements, 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 expenses and settlements, 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. Set forth below are reconciliations of the non-GAAP financial measures to the comparable GAAP financial measure. During the quarter ended June 30, 2018, the Company began excluding from its non-GAAP financial results certain litigation related expenses, in addition to litigation charges associated with significant legal settlements. As previously disclosed, the Company is pursuing various legal claims against a former member of the Company’s Board of Directors for violations of his contractual obligations to the Company and breach of his fiduciary duties. The Company has also filed lawsuits against his current employer for tort claims and intellectual property infringement. The Company began excluding litigation expenses associated with these and related legal matters in the quarter ended June 30, 2018. Expenses for these legal matters significantly increased during the quarter ended June 30, 2018, and based on developments in these legal matters, expenses are expected to be significant throughout 2018. The Company believes that these litigation expenses are unusual in nature and not reflective of the Company’s normal course of business or the financial performance of the Company’s core business operations. These expenses are included in the line item “Litigation related expenses and settlements” in the non-GAAP reconciliations provided in this presentation. For consistency and comparability, the Company has re-casted its non-GAAP financial results for each of the quarters ended December 31, 2017 and March 31, 2018 to exclude these litigation expenses in such periods, which were $0.4 million and $0.6 million, respectively. 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. Non-GAAP Financial Measures 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 June 30, 2018.

Q2 2018 Financial Performance GAAP diluted earnings per share increase of 5% to $0.22 and non-GAAP diluted earnings per share of $0.58, up 29% despite flat U.S. market GAAP operating profit margin of 10.1% and non-GAAP operating profit margin of 16.3% Total revenue increased to $281.6 million, up 8.5% over prior year International revenue growth of 21% GAAP net income of $11.5 million and non-GAAP net income of $30.3 million

Q2 2018 Revenue Drivers U.S. Spinal Hardware Includes all Implants, Fixation and NuVasive Specialized Orthopedics (NSO) $150.8 5.6% Growth in case volume of ~7%, and contributions from new product introductions, partially offset by typical pricing pressure U.S. Surgical Support Includes Biologics, IOM Disposables and NuVasive Clinical Services (NCS) $74.0 5.9% Revenue growth from SafePassage acquisition and NCS, partially offset by Biologics International Includes Puerto Rico $56.8 17%* Strong performances in nearly all key markets; lower growth in Puerto Rico and UK *Constant currency basis. Key Performance Factors Growth Rate Q2 2018 vs. Q2 2017 Revenue (in millions) Q2 2018

Q2 2018 P&L Performance Non-GAAP Measures 2Q 2018 Actuals 2Q 2018 YoY Performance Factors Gross Margin 72.8% 170 bps below prior year of 74.5%; the variance to prior year primarily driven by slower production throughput at the West Carrollton facility and addition of SafePassage Sales, Marketing & Administration 51.2% 240 bps improvement from prior year primarily driven by reduction in performance-based compensation, International scale and lower SM&A profile of SafePassage business R&D 5.3% 50 bps increase from prior year driven by continued commitment to invest in driving differentiated innovation Operating Profit Margin 16.3% 20 bps improvement from prior year of 16.1% driven by operating expense improvements, partially offset by gross margin pressure EPS $0.58 29% YoY growth Adjusted EBITDA Margin 24.8% 120 bps decrease from prior year primarily driven by loss on foreign exchange, partially offset by operating margin performance

U.S. Revenue Trends U.S. Spinal Hardware Growth U.S. Biologics Growth *Normalized for impact of SafePassage and Biotronic acquisitions. Organic NCS Growth* NUVA long-term growth rates above market New product introductions the key enabler Services business scales through growth via new accounts and further penetration into existing territories Outlook on pricing pressure remains at ~(2%)

West Carrollton Productivity Cost per Unit Savings Improvement (on average) Insourcing Business Case SKUs Insourced Improved Profitability Increased Utilization from Insourcing Procurement Productivity Improved Throughput FY’19 FY’18 Incremental Volume Savings on Unit Cost +130-150 bps Economies of Scale Machine & Labor Productivity + Variance Burn off FUTURE OPPORTUNITIES 3-D Printing NuVasive Specialized Orthopedics™ New Product Introductions (NPI) 45% 36% ~60% ~70% 50%* *Represents the Company's SKU utilization percent exiting second quarter 2018. ~ 85%

Q2 2018 New Innovations* *Some products not commercially released; NuVasive may not make these products available for commercial sale. STRYDE Surgical Automation Platform Versatile Fixation System Limb Lengthening System Anterior Column Realignment through Expandable Technology MAGEC X Early Onset Scoliosis Treatment Synthetic Ceramic Bone Graft Substitute Launched Limited Launch Limited Launch Launched Launched 510(k) Clearance

RIGHT PATIENT Patient Engagement Care Management Patient Selection RIGHT PLAN Pre-Op Plan Intra-Op Assessment Post-Op Confirmation RIGHT PROCEDURE OR Workflow Access Total Fusion Visual Guidance RIGHT SAFETY Radiation Reduction Neurophysiologist Services Integrated IOM RIGHT SMART TOOLS Patient-specific Rods Smart Imaging Enhanced Navigation Optimized Technology Open Architecture RIGHT OUTCOMES Patient Management Case Coordination Insurance Pre-Authorization Global Patient Registry An Ecosystem Committed to Delivering BETTER SURGERY

Integrated Platform Independent Wireless Access Optimized Workflow Advanced Navigation Open Imaging Platform Introducing PULSE® Bringing Surgical Intelligence to Life in the OR Surgical Automation Platform

Updated 2018 Full-Year Guidance* *NuVasive financial performance guidance as of July 31, 2018, inclusive of SafePassage (closed January 2018) **Comparisons to prior year reflect re-casted financial information for 2017 to reflect full retrospective method of adoption of ASC 606. Commencing with the fourth quarter of 2017, amounts also reflect exclusion of certain litigation expenses, as described on slide 3. $1,095M – $1,105M Full-Year Non-GAAP Operating Profit Margin Full-Year Revenue ~16.7% Full-Year Non-GAAP EPS $2.37 - $2.40 6.7% - 7.6% Reported 4.7% - 5.7% Ex SafePassage 25% - 27%** 20 basis points**

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; ~$3M currency tailwind U.S. Spinal Hardware U.S. Surgical Support International 1) ~2% to ~3% YoY growth 2) ~7% YoY growth 3) ~22% YoY growth 1) Growth expected from new product lines and continued adoption of Reline 2) Nearly full year of SafePassage contribution 3) ~20% constant currency growth Non-GAAP Gross Margin ~72.6% ~130 bps YoY decrease driven by the lower gross margin profile of SafePassage, pricing pressure and insourcing efforts Non-GAAP Sales, Marketing & Admin. ~50.6% ~190 bps YoY improvement driven by international scale, expense efficiency initiatives and disciplined spending Non-GAAP R&D ~5.3% ~40 bps YoY increase driven by continued investment in innovation Non-GAAP Operating Profit Margin ~16.7% ~20 bps YoY improvement driven by disciplined SM&A spend partially offset by investments in R&D and in-sourcing Non-GAAP EPS $2.37 - $2.40 25% - 27% YoY growth Adjusted EBITDA Margin ~25.9% ~20 bps YoY increase Non-GAAP Effective Tax Rate ~21% Includes the provisional impact of U.S. tax reform, along with continued improvement from internal tax initiatives Non-GAAP Diluted WASO ~52.1M shares Decreased from ~52.3M shares in 2017 *NuVasive financial performance guidance as of July 31, 2018, inclusive of SafePassage (closed January 2018). Comparisons to prior year reflect re-casted financial information for 2017 to reflect full retrospective method of adoption of ASC 606. Commencing with the fourth quarter of 2017, amounts also reflect exclusion of certain litigation expenses, as described on slide 3.

For questions, contact investorrelations@nuvasive.com.